United States securities and exchange commission logo
May 5, 2023
Omeed Malik
Chief Executive Officer
Colombier Acquisition Corp.
214 Brazilian Avenue, Suite 200-J
Palm Beach, FL 33480
Re: Colombier
Acquisition Corp.
Registration
Statement on Form S-4
Filed April 7, 2023
File No. 333-271177
Dear Omeed Malik:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed April 7, 2023
Cover Page
1. We note your disclosure
that following the Business Combination, Michael Seifert will
carry a majority of the
voting power of the Combined Company s Class A Common Stock
and Class C Common
Stock and that the Combined Company will be a "controlled
company." Please revise
the cover page to disclose the percentage of voting power to be
held by Mr. Seifert
following the offering and Business Combination and, if true, that Mr.
Seifert will have the
ability to determine all matters requiring approval by stockholders.
2. We note your disclosure
that the Combined Company will adopt a dual-class stock
structure with
disparate voting rights. Please revise the cover page to quantify the voting
power that the new
Class C Common Stock will have after the offering and Business
Combination due to the
disparate voting rights attached to the different classes of capital
Omeed Malik
Colombier Acquisition Corp.
May 5, 2023
Page 2
stock and identify the major holder of such shares. Additionally,
please add a Q&A
regarding the Combined Company's new duel-class structure including
the ownership and
voting control of the Combined Company after the Business Combination
and its effect on
the voting power of your public stockholders (before and after the
adoption of the new
dual-class stock structure).
3. We note that in this section you state that "[a]s of April 3, 2023,
based on funds in the
Trust Account...the pro rata portion of the funds available...for
redemption of public
shares of Colombier Class A Common Stock was approximately $10.10 per
share." Please
reconcile and revise this dollar amount with your statements elsewhere
in this proxy
statement/prospectus that the pro rata amount is approximately $10.11
per share.
4. We note that your disclosure reflects that the Sponsor and Colombier's
officers and
directors have agreed to waive their redemption rights with regard to
any shares of
Colombier Class A Common Stock they may hold in connection with the
consummation
of the Business Combination. Please revise the disclosure throughout
your proxy
statement/prospectus where appropriate to describe any consideration
provided in
exchange for this agreement.
Frequently Used Terms, page 2
5. We note your description of "CF&CO" meaning "Cantor Fitzgerald & Co."
Please revise
this term to provide a description of the role of and/or services
provided by CF&CO in
connection with the Business Combination or otherwise. Similarly,
revise other terms as
appropriate throughout this section to provide the same context. We
note that you later
describe CF&CO as your "capital markets advisor," for example.
Questions and Answers about the Colombier Special Meeting, page 11
6. Please revise to add a Q&A discussing the Earnout to include the
number of shares,
timeframe and metrics or milestones required to earn the associated
shares. Please include
enough information so public stockholders can clearly understand the
terms and
conditions of the Earnout.
Q: What interests do Colombier's Sponsor and current officers, directors and
financial
advisors...?, page 14
7. Please revise the second bullet of the answer to quantify all
reimbursable expenses.
Additionally, please revise the last two bullets of the answer to
quantify all fees and
reimbursable expenses to be paid to the IPO Underwriter, B. Riley and
CF&CO.
8. We note from your disclosure on page 243 that it appears you have waived
the corporate
FirstName LastNameOmeed Malik
opportunities doctrine in connection with the Business Combination.
Please revise this
Comapany NameColombier
section Acquisition
to include a discussion Corp. the waiver of this doctrine as
well as disclose
regarding
May 5,whether you2believe this waiver materially impacted your search for an
acquisition target.
2023 Page
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Omeed Malik
FirstName
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Acquisition Corp.Malik
Comapany
May 5, 2023NameColombier Acquisition Corp.
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Q: Did the Colombier Board obtain fairness opinion (or any similar report or
appraisal)...?, page
15
9. Please revise this Q&A to provide a cross-reference to the related
risk factor regarding the
decision not to obtain a fairness opinion or other report or appraisal
in connection with
your determination to approve the Business Combination. We note your
risk factor
disclosure under the heading "Neither the Colombier Board nor any
committee thereof
obtained a fairness opinion..." on page 53.
Q: What equity stake will current Colombier stockholders and PSQ Stockholders
hold...? , page
17
10. We note the tables providing five scenarios regarding varying
ownership levels
assuming redemption levels by different stockholders. Please revise
your tables,
and elsewhere throughout your proxy statement/prospectus, to clarify
who represents
"Initial Stockholders." For example, please make clear if you are
referring to holdings by
the Sponsor or other insiders such as the officers and directors of
the company.
Additionally, please revise the tables to include all potential
sources of dilution affecting
public stockholders related to this Business Combination. In this
regard, please revise the
tables to include the Earnout Shares and any shares being reserved for
the new Incentive
Plan and ESPP. Lastly, we note certain references to a potential PIPE
financing. To the
extent the Business Combination includes a PIPE financing or some
other similar
financing, the tables should be revised to account of any additional
dilution to public
stockholders.
Q: What happens to the funds held in the Trust Account upon consummation of the
Business
Combination?, page 25
11. To the extent possible, please revise to specifically quantify the
items detailed in the four
listed bullets. Consider adding a chart or some other presentation so
public
stockholders can clearly understand how the funds held in the Trust
Account are being
used in connection with this Business Combination.
PSQ Holdings, Inc., page 29
12. Please revise here or in another section of the summary to briefly
discuss PSQ's business
and operations to date in greater detail. In this regard, we note that
PSQ was formed in
early 2021 and has a limited operating history with limited assets,
revenues and a history
of net losses. We also note that the PSQ's auditors have included a
going concern
qualification in PSQ's audit report. Please include enough information
so that public
stockholders can get a better understanding of the acquisition target
in the summary
section.
Omeed Malik
FirstName
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Acquisition Corp.Malik
Comapany
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Organizational Structure, page 31
13. Please refer to the Combined Company s organizational structure
chart. Please revise the
chart to include the voting power percentages as discussed in the
chart introduction.
Because Colombier's initial stockholders, executive officers and directors will
lose their entire
investment...?, page 54
14. Please revise this risk factor and elsewhere throughout your proxy
statement/prospectus as
appropriate to quantify the aggregate dollar amount and describe the
nature of what the
Sponsor and its affiliates have at risk that depends on the completion
of the business
combination. Include the current value of securities held, loans
extended, fees due, and
out-of-pocket expenses for which the Sponsor and its affiliates are
awaiting
reimbursement. Provide similar disclosure for the company s officers
and directors, if
material. We note your Q&A disclosure on page 14 and the risk factor
immediately
subsequent stating that the aggregate amount at risk to Colombier's
Sponsor is $5,725,000.
The Proposed Charter provides for a dual-class multiple voting Common Stock
structure..., page
63
15. Please revise the risk factor discussion here to make clear what class
of stock would
constitute the dual-class stock structure in addition to Class A
Common Stock. For
example, disclose whether you are referring the Class C Common Stock
that will be held
by PSQ's founder resulting in the Combined Company being a controlled
company.
Risks Related to Ownership of Combined Company Common Stock
Colombier stockholders will experience immediate dilution as a consequence of
the issuance of
Common Stock..., page 65
16. Please revise the risk factor discussion here to discuss the various
redemption scenarios
presented elsewhere in your disclosure in addition to the "no
redemptions" scenario
currently disclosed. Additionally, please expand your disclosure to
briefly discuss how
having a minority share position may reduce the influence that
Colombier's current
stockholders have on the management of the Combined Company.
Additionally, please
expand the risk factor to discuss all sources of dilution associated
with the Business
Combination such as the Earnout and new Incentive Plan and ESPP.
PSQ's five core values may not always align with the interests of its business
or its stockholders.,
page 77
17. Please revise the risk factor here to briefly expand your discussion
to disclose the current
and future voting control that will be held by PSQ's founder, Michael
Seifert.
Omeed Malik
FirstName
Colombier LastNameOmeed
Acquisition Corp.Malik
Comapany
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Risks Related to PSQ
Certain content or communications by consumers or business members..., page 77
18. Please revise this risk factor as appropriate to briefly describe
whether certain content or
communications by consumer or business members participating on PSQ's
platform could
expose the company to risk of litigation or other formal legal action
or liability beyond the
risk of negative publicity and customer attraction and retention.
The Business Combination Proposal (Proposal 2)
Background of the Business Combination
Description of Negotiations between Colombier and PSQ, page 140
19. We note that after the initial LOI was sent by Colombier to Mr.
Seifert, Colombier and
PSQ and their respective advisors "continued to discuss" until the LOI
was executed by
both parties. Please revise your disclosure to briefly summarize what
was discussed during
this period before reaching an executed LOI. Amend your disclosure to
describe the
material terms of these discussions, including the positions of the
parties and how the
material terms that were negotiated by the parties evolved throughout
this period,
especially with regard to the enterprise value of PSQ, consideration
to be received,
adoption of a dual-class stock structure, etc. Please include enough
detail so that the
public stockholder can fully understand how the final terms of the LOI
were determined.
20. Disclose who proposed the total enterprise value of PSQ of $200
million, as contained in
the LOI executed on December 21, 2022, and how it was determined.
21. Please revise this section to account for the role of CF&CO in the
background of the
business combination, including any presentations, attendance at any
meetings, and its
role in any other activities related to identifying, engaging in
negotiations and eventually
executing the merger agreement between Colombier and PSQ. We note that
your
disclosure on page 15 describes CF&CO as engaged to serve as a capital
markets advisor
to Colombier. However, CF&CO is mentioned only briefly in the final
paragraph of this
section.
Colombier Board's Reason for the Approval of the Business Combination, page 143
22. Please revise your disclosure to highlight the risk that the Sponsor
will benefit from the
completion of the Business Combination and may be incentivized to
complete an
acquisition of a less favorable target company or on terms less
favorable to stockholders
rather than liquidate.
23. Please clarify if the Sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other SPAC stockholders experience a negative rate
of return in the
post-business combination company.
Omeed Malik
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Acquisition Corp.Malik
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Colombier Financial Analysis, page 146
24. We note that Colombier management prepared certain analyses and
valuations related to
PSQ based upon what appears to be fairly aggressive market capture
rates (i.e., 1%) and
company comparisons. We also note that the Colombier Board listed
"valuation" has a
potential negative risk related to the Business Combination. Given
PSQ's limited
operations to date and early stage of development, please revise to
include a risk factor
discussing Colombier management's valuation analyses and assumptions
(i.e., market
capture rates and selected Guideline Companies) and the associated
risk to public
stockholders.
Guideline Company Analysis, page 149
25. We note your disclosure regarding the selection of Internet Services
Companies and
Guidelines Companies used in reaching the valuation of $200 million
for PSQ, including
the disclosed differences between PSQ and these companies. However,
please revise your
disclosure to briefly discuss why you did not select any earlier-stage
companies or
companies that are otherwise at more similar revenue or other
financial metric levels to
that of PSQ in determining a valuation. In this regard, we note your
disclosure that states
that PSQ is at an earlier stage development than the Guideline
Companies, which are
generally better capitalized and have better-established user bases
than PSQ.
Information about PSQ
Our Opportunity, page 206
26. Please revise to balance your disclosure with your reported revenues
and net losses for
2021 and 2022.
Our Platform, page 207
27. We note that here and throughout your proxy statement/prospectus that
you state that for a
business to be included on the PSQ platform they must "confirm that
they respect our five
core values." Please expand your disclosure to discuss this aspect of
your business model
in greater detail (e.g., what is entailed in confirming respect for
the five core values, how
you monitor or otherwise determine adherence to these values, as well
as any penalties for
non-compliance and how this may impact the business consumers seeking
to engage with
your platform). Additionally, please clarify if both business members
seeking to use your
platform as well as consumer members are subject to this confirmation.
Our Growth Strategy, page 211
28. We note that under the bulleted disclosure titled "Increase
Monetization on our Platform"
that you state that you are still "in the early stages of monetization
on our platform."
Please balance this disclosure with a brief description of your
revenues and/or profitability
to date.
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Product Development, page 213
29. We note your statement that your platform powers "hundreds of
thousands of members,
and tens of thousands of business members..." For context, please
revise your disclosure
to quantify these respective figures to date.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of PSQ
Liquidity and Capital Resources, page 223
30. Please revise this section and elsewhere throughout your proxy
statement/prospectus as
appropriate to clarify that under the terms of the merger agreement
PSQ must secure
proceeds from a Permitted Financing in an amount equal to at least
$15.0 million on or
before May 15, 2023 as reflected in your disclosure under "Termination
Fee" on page 133.
As currently discussed elsewhere in your disclosure, the Permitted
Financing available
PSQ is presented as being permissible rather than necessary to
consummate the merger
and Business Combination.
Certain Relationships and Related Person Transactions
Colombier
Administrative Support Agreement, page 263
31. Please revise this section to identify the "affiliate of the Sponsor"
disclosed in this section
as receiving $10,000 per month for office space and this entity's
relationship to your
officers and directors. In this regard, we note your discussion of
Farvahar Capital LLC
under the definition of "Administrative Services Agreement" in the
"Frequently Used
Terms" section of your proxy statement/prospectus as well as your
CEO's position as
Founder and CEO of Farvahar Partners.
PSQ Holdings, Inc. (dba PublicSq.)
Report of Independent Registered Public Accounting Firm, page F-26
32. Please amend to include a signed audit report for PSQ Holdings, Inc.,
as required by
Rule 2-02 of Regulation S-X.
General
33. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
entity associated with or otherwise involved in the transaction, such
as the target, is, is
controlled by, or has substantial ties with a non-U.S. person. If so,
also include risk factor
disclosure that addresses how this fact could impact your ability to
complete your initial
business combination. For instance, discuss the risk to investors that
you may not be able
to complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further, if
Omeed Malik
Colombier Acquisition Corp.
May 5, 2023
Page 8
applicable, disclose that the time necessary for government review of the
transaction or a
decision to prohibit the transaction could prevent you from completing an
initial business
combination and require you to liquidate. Disclose, if applicable, the
consequences of
liquidation to investors, such as the losses of the investment
opportunity in a target
company, any price appreciation in the combined company, and the
warrants, which
would expire worthless.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Abe Friedman at 202-551-8298 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680 with
any other
questions.
Sincerely,
FirstName LastNameOmeed Malik
Division of
Corporation Finance
Comapany NameColombier Acquisition Corp.
Office of Trade &
Services
May 5, 2023 Page 8
cc: Meredith Laitner
FirstName LastName