Check this out guys. I saw this on a business channel this morning....
PublicSq., a Leading Values-Aligned Marketplace, to Go Public via Combination with Colombier Acquisition Corp. (NYSE: CLBR)
With more than 450,000 active members and more than 40,000 businesses on its platform, PublicSq. has already become the largest marketplace of pro-America businesses and consumers
Ideally positioned to serve a total addressable market of more than 100 million patriotic Americans searching for companies that share their values
Transaction consideration to PublicSq. holders to consist of newly issued Colombier shares with a value of $200 million and is expected to provide up to $158.5 million in cash to fund PublicSq.’s continued growth and expansion into new revenue streams, assuming no redemptions
PublicSq. Founder and CEO Michael Seifert to retain majority voting rights and continue to steer mission of becoming the nation’s leading values-aligned marketplace
February 27, 2023 04:15 PM Eastern Standard Time
PALM BEACH, Fla.--(BUSINESS WIRE)--PSQ Holdings, Inc. (“PublicSq.”), the nation’s largest values-aligned marketplace, and Colombier Acquisition Corp. (NYSE: CLBR) (“Colombier”), a publicly traded special purpose acquisition company, today announced that they have entered into a definitive business combination agreement. After the anticipated closing in the third quarter of 2023, the combined company will retain the PSQ Holdings, Inc. name and expects to trade on the New York Stock Exchange (“NYSE”) under the symbol PSQH. Colombier shares will continue to trade on the NYSE under the CLBR symbol until the closing of the transaction.
In less than eight months since its nationwide launch, PublicSq. has already become the largest values-aligned marketplace of pro-America businesses and consumers. The company has more than 450,000 active members, more than 40,000 businesses on its platform, and is focused on servicing an estimated total addressable market of more than 100 million Americans increasingly ignored by existing networks and marketplaces.1
Michael Seifert, the Founder and CEO of PublicSq., said: “For too long, progressive corporations have prioritized highly politicized ideas over the interests and values of the American people. Because of this, we, as patriotic Americans, are hungering for a future where the power is back in the hands of ‘We the People’ and a parallel economy is created. With the PublicSq. platform, we are grateful to provide a solution that helps every day, freedom-loving Americans spend their hard-earned money with businesses that prioritize the values that have made this nation so special in the first place. We’re just getting started, and we’re proud to partner with the Colombier team.”
Omeed Malik, the CEO and Chairman of Colombier, stated: “It has become increasingly obvious that there is a disconnect in America between the priorities of large multinational corporations that dominate our consumer experience and the hard-working families and individuals who yearn to find proudly patriotic businesses whose values align with theirs. PublicSq. has recognized and acted on this unmet need in a credible and efficient way – and with the tremendous growth of its digital platform, it is clear that Michael and his team are just getting started. We are thrilled to be supporting them on this journey.”
Overview of PublicSq.’s Anticipated Board of Directors
Michael Seifert is the Founder and CEO of PublicSq., and a recognized thought-leader in the areas of business development, politics, and culture.
Omeed Malik, in addition to his role at Colombier, is the Founder and CEO of Farvahar Partners, a boutique investment bank, and the President of 1789 Capital, an investment firm that provides financing to companies in the budding Entrepreneurship, Innovation & Growth ("EIG") economy.
Nick Ayers is a leading public policy and business strategist, and most recently served in the White House as Assistant to the President and Chief of Staff to the Vice President.
Blake Masters is an entrepreneur and investor who previously served as COO of Thiel Capital from 2018 to 2022 and was Arizona’s Republican nominee for the U.S. Senate in 2022. The newly combined company’s Board of Directors may include new independent individuals.
Transaction Details
PublicSq. will merge with a wholly owned subsidiary of Colombier, with PublicSq. continuing as the surviving entity in the merger. The Boards of Directors of PublicSq. and Colombier have each unanimously approved the transaction. The transaction will require the approval of the stockholders of Colombier and PublicSq. The transaction is subject to other customary closing conditions and is expected to close in the third quarter of 2023.
Transaction consideration to PublicSq. holders will consist of newly issued shares with a value of $200 million, not including shares issuable pursuant to an earnout. The transaction is expected to provide up to $158.5 million in cash to PublicSq. to fund growth and expansion into new revenue streams, assuming no redemptions.
Upon the closing of the transaction, Michael Seifert will retain majority voting rights and continue to drive PublicSq.’s mission of becoming the nation’s leading values-aligned marketplace.
Additional information about the proposed transaction, including a copy of the business combination agreement and investor presentation, will be available in a Current Report on Form 8-K to be filed by Colombier with the U.S. Securities and Exchange Commission (the “SEC”) and at www.sec.gov.
Advisors
Ellenoff Grossman & Schole LLP and Eversheds Sutherland LLP are serving as legal advisors to Colombier.
Wilmer Cutler Pickering Hale and Dorr LLP is serving as legal advisor to PublicSq.
About PublicSq.
PublicSq. is an app and website that connects freedom-loving Americans to high-quality businesses that share their values, both online and in their local communities. The primary mission of the platform is to help consumers "shop their values" and put purpose behind their purchases. In less than eight months since its nationwide launch, PublicSq. has seen tremendous growth and proven to the nation that the parallel, "patriotic" economy can be a major force in commerce. The platform has businesses from a variety of different industries and it is free to join for both consumers and business owners alike. To learn more, download the app on the App Store or Google Play, or visit PublicSq.com.
About Colombier
Colombier Acquisition Corp. was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.
