Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is the investor presentation (the "Investor
Presentation") of
The Investor Presentation is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On
Additional Information and Where to Find It
In connection with the proposed transaction (the "Proposed Transaction"),
Colombier intends to file a registration statement on Form S-4 (as may be
amended or supplemented from time to time, the "Form S-4" or the "Registration
Statement") with the
Colombier's stockholders will also be able to obtain a copy of such documents,
without charge, by directing a request to:
Participants in the Solicitation
Colombier, PublicSq. and their respective directors and executive officers may
be deemed participants in the solicitation of proxies of Colombier's
stockholders in connection with the Proposed Transaction. Colombier's
stockholders and other interested persons may obtain more detailed information
regarding the names, affiliations, and interests of certain of Colombier
executive officers and directors in the solicitation by reading Colombier's
final prospectus filed with the
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transaction. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Forward-Looking Statements
This report contains forward-looking statements for purposes of the "safe
harbor" provisions under the United States Private Securities Litigation Reform
Act of 1995. Any statements other than statements of historical fact contained
herein are forward-looking statements. Such forward-looking statements include,
but are not limited to, expectations, hopes, beliefs, intentions, plans,
prospects, financial results or strategies regarding PublicSq. and the Proposed
Transaction and the future held by the respective management teams of Colombier
or PublicSq., the anticipated benefits and the anticipated timing of the
Proposed Transaction, future financial condition and performance of PublicSq.
and expected financial impacts of the Proposed Transaction (including future
revenue, pro forma enterprise value and cash balance), the satisfaction of
closing conditions to the Proposed Transaction, financing transactions, if any,
related to the Proposed Transaction, the level of redemptions of Colombier's
public stockholders and the products and markets and expected future performance
and market opportunities of PublicSq. These forward-looking statements generally
are identified by the words "anticipate," "believe," "could," "expect,"
"estimate," "future," "intend," "may," "might," "strategy," "opportunity,"
"plan," "project," "possible," "potential," "project," "predict," "scales,"
"representative of," "valuation," "should," "will," "would," "will be," "will
continue," "will likely result," and similar expressions, but the absence of
these words does not mean that a statement is not forward-looking.
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking statements in
this communication, including, without limitation: (i) the risk that the
Proposed Transaction may not be completed in a timely manner or at all, which
may adversely affect the price of Colombier's securities, (ii) the risk that the
Proposed Transaction may not be completed by Colombier's business combination
deadline and the potential failure to obtain an extension of the business
combination deadline if sought by Colombier, (iii) the failure to satisfy the
conditions to the consummation of the Proposed Transaction, including, among
others, the condition that Colombier has cash or cash equivalents of at least
Information Sources; No Representations
The communication furnished herewith has been prepared for use by Colombier and PublicSq. in connection with the transaction. The information therein does not purport to be all-inclusive. The information therein is derived from various internal and external sources, with all information relating to the business, past performance, results of operations and financial condition of Colombier derived entirely from Colombier and all information relating to the business, past performance, results of operations and financial condition of PublicSq. derived entirely from PublicSq. No representation is made as to the reasonableness of the assumptions made with respect to the information therein, or to the accuracy or completeness of any projections or modeling or any other information contained therein. Any data on past performance or modeling contained therein is not an indication as to future performance.
No representations or warranties, express or implied, are given in respect of the communication. To the fullest extent permitted by law in no circumstances will Colombier or PublicSq., or any of their respective subsidiaries, affiliates, shareholders, representatives, partners, directors, officers, employees, advisors or agents, be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of the this communication (including without limitation any projections or models), any omissions, reliance on information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith, which information relating in any way to the operations of PublicSq. has been derived, directly or indirectly, exclusively from PublicSq. and has not been independently verified by Colombier. Neither the independent auditors of Colombier nor the independent auditors of or PublicSq. audited, reviewed, compiled or performed any procedures with respect to any projections or models for the purpose of their inclusion in the communication and, accordingly, neither of them expressed any opinion or provided any other form of assurances with respect thereto for the purposes of the communication.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Investor presentation, datedFebruary 2023 99.2 Press release, datedFebruary 27, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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