Colombier Acquisition Corp. signs merger agreement with PSQ Holdings, Inc. for $200M

PSQ Holdings, Inc.

Merger consideration of $200M in newly issued Colombier common stock, subject to adjustments for PSQ's closing debt net of cash.
PSQ earnout participants eligible for up to 3M additional shares if volume-weighted average price hits $12.50, $15.00, or $17.50 within five years.
Founder Michael Seifert receives Class C common stock with super voting rights (votes equal to outstanding Class A shares plus 100).
Sponsor support agreement includes forfeiture of 1% of founder shares for each 1% of redemptions above 80% of shares outstanding.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

PSQ Holdings, Inc. entered into Agreement and Plan of Merger with Colombier Acquisition Corp., Colombier-Liberty Acquisition, Inc., Colombier Sponsor, LLC, and PSQ Holdings, Inc. valued at Merger consideration of up to $200 million plus earn-out shares up to 3,000,000 shares subject to pr (effective 2023-02-27).

Action: entry
Agreement: merger
Counterparty: Colombier Acquisition Corp., Colombier-Liberty Acquisition, Inc., Colombier Sponsor, LLC, and PSQ Holdings, Inc.
Value: Merger consideration of up to $200 million plus earn-out shares up to 3,000,000 shares subject to pr
Effective: 2023-02-27

Exact text from the filing

Item 1.01 Entry Into A Material Definitive Agreement. Merger Agreement On February 27, 2023, Colombier Acquisition Corp., a Delaware corporation (“ Colombier ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among Colombier, Colombier-Liberty Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Colombier (“ Merger Sub ”), Colombier Sponsor, LLC, a Delaware limited liability company, in the capacity as Purchaser representative (solely for purposes of certain sections of the Merger Agreement), and PSQ Holdings, Inc., a Delaware corporation (“ PSQ ”).

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PSQ Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-23-015556

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