Colombier Acquisition Corp.
PROPOSED BUSINESS COMBINATION: PSQ Holdings, Inc.
ENTERPRISE VALUE: $258 million
ANTICIPATED SYMBOL: PSQH
Colombier Acquisition Corp. proposes to combine with PSQ Holdings, Inc.
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.
TRANSACTION
- 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.
- The transaction is subject to other customary closing conditions and is expected to close in the third quarter of 2023.
SPAC FUNDING
- There is no additional funding at this time.
EARNOUT
- Company
- 3M shares will vest until the ending of the fifth anniversary of the Closing Date
- 1M will invest after the share price equals or exceeds $12.50
- 1M will invest after the share price equals or exceeds $15.00
- 1M will invest after the share price equals or exceeds $17.50
- 3M shares will vest until the ending of the fifth anniversary of the Closing Date
LOCK-UP
- Company and Sponsor
- One year from the Closing Date, or if the shares equal or exceeds $12.00 for 20/30 trading days at least 150 days after Closing
NOTABLE CONDITIONS TO CLOSING
- There is no minimum cash closing condition
- Upon the Closing, Colombier having cash and cash equivalents, including any PIPE investment to be consummated contemporaneously with Closing, and after giving effect to the completion and payment of the redemption payments to its stockholders and the payment of Colombier’s and PSQ’s aggregate unpaid expenses, in an amount at least equal to
- (A) $33.0 million minus
- (B) the lesser of
- (1) $15.0 million and
- (2) the amount of Colombier’s and PSQ’s aggregate unpaid expenses immediately prior to the Closing, minus
- (C) the amount of the proceeds actually received by PSQ in any financing permitted under the Merger Agreement prior to Closing
NOTABLE CONDITIONS TO TERMINATION
- The Merger Agreement may be terminated at any time prior to the Effective Time by either Colombier or PSQ if the Merger and related transactions are not consummated on or before September 11, 2023 (the “Outside Date”)
- By Colombier if PSQ has not, on or prior to March 9, 2023, delivered to Colombier PCAOB audited annual financial statements of PSQ as of and for the year ended December 31, 2022, prepared in accordance with U.S. generally accepted accounting principles as required by applicable securities laws
- By PSQ if PSQ has been unable to obtain the proceeds from an equity or debt financing transaction (a “Permitted Financing”) in an amount equal to at least $15.0 million on or before May 15, 2023; provided, that PSQ has delivered notice to Colombier of its intention to terminate no later than May 22, 2023.
Termination Fee
- PSQ being unable to obtain the proceeds from a Permitted Financing in an amount equal to at least $15.0 million on or before May 15, 2023; or
- If Colombier terminates because the PSQ board of directors has changed, withdrawn, withheld, qualified or modified its recommendation that the PSQ stockholders approve the Merger Agreement and the transactions contemplated thereby, then PSQ shall, upon Colombier’s election made by written notice to PSQ within five Business Days (as defined in the Merger Agreement) of such termination, pay to Colombier a termination fee in an amount equal to 50% of the amount of proceeds, if any, actually received by PSQ pursuant to a Permitted Financing prior to such termination (but excluding proceeds of a Permitted Financing received from existing PSQ stockholders and certain other parties).
ADVISORS
- Ellenoff Grossman & Schole LLP is serving as legal advisors to Colombier.
- Eversheds Sutherland LLP is serving as legal advisors to Colombier.
- Wilmer Cutler Pickering Hale and Dorr LLP is serving as legal advisor to PublicSq.
MANAGEMENT & BOARD
Executive Officers
Omeed Malik, 41
Chief Executive Officer and Chairman of the Board of Directors and Director
Omeed Malik is our Chief Executive Officer, Chairman of the Board of Directors and a Director. Since 2018, Omeed has served as the Founder and CEO of Farvahar Partners, a broker/dealer and investment bank that advises high growth, venture backed private companies around primary capital issuances, M&A and provides liquidity solutions through secondary transactions, having facilitated over several hundred million dollars of such deals. Prior to starting his own firm, Omeed was a Managing Director and the Global Head of the Hedge Fund Advisory Business at Bank of America Merrill Lynch from 2012 to 2018. Omeed was also the founder and head of the Emerging Manager Program within the Global Equities business. In this capacity, Omeed was charged with selecting both established and new hedge funds for the firm to partner with and oversaw the allocation of financing/prime brokerage, capital strategy, business consulting and talent introduction resources. Before joining Bank of America Merrill Lynch, Omeed was a Senior Vice President at MF Global where he helped reorganize the firm’s distribution platform globally and developed execution and clearing relationships with institutional clients. An experienced financial services professional and securities attorney, Omeed was a corporate lawyer at Weil, Gotshal & Manges LLP working on transactional matters in the capital markets, corporate governance, private equity and bankruptcy fields. Omeed has also worked in the United States Senate and House of Representatives. Omeed received a JD, with Honors, from Emory Law School (where he serves on the Advisory Board) and a BA in Philosophy and Political Science, Cum Laude, from Colgate University. He holds Series 7, 63, 3, 79 and 24 registrations. Omeed is a Term Member of the Council on Foreign Relations, a Centennial Society Member of the Economic Club of New York and a Chairman’s Circle Member of the Milken Institute. Omeed is a Contributing Editor and minority owner of The Daily Caller.
Joe Voboril, 42
Chief Financial Officer and Director Nominee
Joe Voboril is our Chief Financial Officer and Director Nominee. Since 2018, Joe has served as the Co-Founder and Managing Partner of Farvahar Partners, a broker/dealer and investment bank that advises high growth, venture backed private companies around primary capital issuances, M&A and provides liquidity solutions through secondary transactions, having facilitated over several hundred million dollars of such deals. Joe was a public market investor at different hedge funds from 2002-2015 where he constructed and risk managed public equity portfolios, in roles ranging from analyst to portfolio manager, and CIO. Despite being a generalist, his areas of focus were in Consumer, Tech/Media/Telecom (TMT), and Financial Institutions. During that period Joe made over two hundred investments into growth equity businesses, with a core focus of identifying companies that have surpassed an inflection point. At Bank of America from 2015 to 2018, Joe co-created the Hedge Fund Advisory group and managed the internal vetting effort of investment managers for Bank of America’s Emerging Manager Program. He also led the banks’ Separately Managed Account (SMA) Initiative, which assisted Pensions, Endowments, and Fund of Funds in optimizing the financing of their multi-manager portfolios. Joe is a graduate of Colgate University with a double-major in Philosophy (honors) and Political Science. He was a member of the Track and Field team. He holds Series 7, 63 and 79 licenses.
Board of Directors
Ryan Kavanaugh, 46
Director Nominee
Ryan Kavanaugh is a Director Nominee. Ryan Kavanaugh is one of the most accomplished, prolific and honored executives in entertainment industry history. Using an intelligent financial model of film finance, and dubbed the creator of “moneyball for movies”, he produced, distributed, and/or structured financing for more than 200 films, generating more than $20 billion in worldwide box office revenue and earning 60 Oscar nominations, holding the distinction of being the 25th highest grossing film producer of all time, including Fast and Furious 2-6, 300, Social Network, Limitless, Fighter, Talladega Nights, Step Brothers, and Mama Mia! Ryan and/or his films and shows have been Oscar, Emmy, Grammy and Tony nominated. Ryan also originated a number of “first of their kind” deals including the creation of Marvel Studios where Kavanaugh pioneered an innovative finance deal for post-bankruptcy Marvel, creating the studio and finance structure which led to Marvel Cinematic Universe. He went on to create the SVOD (streaming) category with Netflix, an agreement that boosted that company’s market capitalization significantly. Ryan then launched a sports agency from the ground up, known today as Independent Sports & Entertainment, which under Kavanaugh’s leadership grew to become the 2nd largest sports agency in the U.S. with over 2.5 billion dollars in player contracts. He also created a television production company, now known as Critical Content, producing hit shows like Catfish on MTV and Limitless on CBS, which he sold for $200 million. Prior to its sale the company had 40 television series on air across 19 networks. Ryan has built and or invested in numerous successful tech and biotech companies including funding PreCash, renamed Noventus, which sold earlier this year for over $300 million. Ryan seed invested in ZetaRX, which later reversed into a shell vehicle, Juno, the largest biotech IPO of 2014, and recently lead the acquisition, merger and re-launch of the social media and music app, Triller. Ryan has earned several achievements and awards, from Variety’s Producer of the Year Award to The Hollywood Reporters Leadership Award, from Fortune’s 40 Under 40 Most Influential People in Business to Forbes’ Future 400, Billion-Dollar Producer by the Daily Variety and the 100 Most Influential People in the World by Vanity Fair. Since 2017, Ryan has served as Co-founder of Triller, one of the three fastest growing social media apps. In November 2020, he started The Fight Club, which launched with the record-breaking Tyson-Roy Jones Jr Pay Per View event becoming the 8th highest grossing PPV event. In 2017, Ryan also launched Proxima, a holding company set up to build media, technology, and related entities, and in 2016, Ryan served as Chief Executive Officer of Relativity Holdings, a media, sports, television and content company. Since 2017, Ryan has served as Chief Executive Officer of Knight Global, a family office. Given his passion for animals, Ryan is also active in a pet food brand, Dog for Dog, who donates dog food to local and national shelters for each product purchased to save dogs from being euthanized. He also served on the boards of several charitable foundations including the Sheriff’s Youth Foundation and Cedars-Sinai’s Board of Governors and served as the Chairman of Art Of Elysian for almost 8 years amongst others.
Eddie Kim, 39
Director Nominee
Since 2019, Eddie has served as the Founder/CEO of Memo, one of the fastest growing companies in the brand insights industry, and counts the largest companies in the world as its clients. Memo is backed by MHS Capital, Susa Ventures and Founder Collective. Previously, from 2010 to 2019, Eddie was the Founder/CEO of SimpleReach. Eddie is also the Founding Board Member of several companies, each of which is an industry leader in their respective categories. Parachute Home has already been called the “Lululemon of the home category”, a profitable 9 figure revenue business which continues to achieve outstanding growth. Parachute Home has raised from investors including HIG, Upfront Ventures and Flybridge Ventures. Mixlab is the leading next-gen pet pharmacy with facilities in both NYC and LA. Mixlab has seen several consecutive years of 3x YoY growth and has an unprecedented perfect rating on every review site and platform. Mixlab’s investors include Global Founders Capital, Monogram Capital and Mars Petcare. Gracious Hospitality Management is the holding company for Cote Korean Steakhouse, the first and only Korean BBQ restaurant in the world to receive a Michelin star. Cote was part of Eater’s Best New Restaurants list in 2018 and GQ’s Best New Restaurants in America. Most recently, Cote opened its second location in Miami. Eddie is also a Venture Partner at Lakehouse Ventures which invests in companies at the earliest stages. Lakehouse has invested in companies including Rhino and Billie well before they ever launched. Eddie graduated from the University of Virginia with a BA in Music. He also studied Korean at Seoul National University and Chinese at Shanghai International Studies University.
Jonathan Keidan, 47
Independent Director Nominee
Jonathan Keidan is a Director Nominee. Jonathan is an entrepreneur and investor who has focused his career on the intersection between consumers, media and technology. He is the co-founder of digital media company InsideHook, and the founder of Torch Capital since 2018, an early-stage consumer venture fund focusing on mission-oriented, next-gen consumer brands and tech platforms. Jonathan was an early backer of a number of top consumer startups including Compass, Zoc Doc, Acorns, Sweetgreen, Ro (Roman), Digital Ocean which have a total current market value of over $13B. He also was the initial backer of Sir Kensington’s Condiments– acquired by Unilever and Parcel – acquired by Walmart. Jonathan has also served as President of Keidan Management, Inc. since 1998. Jonathan previously worked at McKinsey & Company in their Media & Technology practice. He then went on to work for former General Electric CEO, Jack Welch, launching his online education venture and at Mendeley, a UK tech company that offered the world’s largest online research collaboration platform. He started his career in the entertainment business, where he founded a music talent management company, developing and directing the careers of high-profile artists, songwriters and producers. Jonathan has an MBA from Columbia Business School and a BA from Washington University in St. Louis. He is a founding board member of the Bronx Success Academy 1 elementary charter school, and a board member of All-Star Code, an organization training minority boys to code and encouraging more diversity in the tech industry. He is also a life member of the Council on Foreign Relations and the Co-Trustee of the George Gershwin Family Trust.
Keri Findley, 38
Director Nominee
Keri Findley is a Director Nominee. Keri has served as Senior Managing Director of SuRo Capital since 2020, a Nasdaq-listed BDC (NASDAQ:SSSS) designed to provide access to high-growth, venture capital-backed emerging private companies. Prior to joining SuRo Capital, Keri Findley pioneered a unique form of asset-based lending to venture-backed companies. Among others, she lent funds to companies backed by top-tier VCs. Before that Keri was Partner at Third Point LLC from 2016 to 2017, a hedge fund founded and run by Daniel Loeb, from 2009 to 2017, having joined the firm to start and build its structured credit business. Prior to joining Third Point, Keri was an analyst with EOS Partners, an alternative investment firm, and before that with D.B. Zwirn & Co., a special situations investment firm spun off from Highbridge Capital Management (now part of JPMorgan Chase). Keri serves as an advisor to Firework Ventures and 8VC, a venture capital firm founded by Joe Lonsdale, and on the boards of directors of Clearbanc, Point Digital, and Shogun. Keri earned a B.S. in Operations Research from Columbia University.
Claire Councill, 26
Director Nominee
Claire Councill is a Director Nominee. Claire has served as an investor at SuRo Capital since 2019. Prior to SuRo Capital, from 2018-2019, Claire worked in strategic finance at 1stdibs, a VC-backed luxury ecommerce marketplace, where she helped the company execute M&A and raise Series D financing. She began her career in investment banking at Goldman Sachs in New York where she served as an investment banking analyst from 2017 to 2018. Claire graduated with a M.S. in Finance and B.A. in Art History with distinction from the University of Virginia, where she was a Jefferson Scholar.

