Item 8.01 Other Events
As previously disclosed, on
On
A copy of the Press Release is filed herewith as Exhibit 99.1.
Additional Information and Where to Find It
In connection with the Business Combination, between Colombier and PublicSq.,
Colombier has filed 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 Business Combination. Colombier's
stockholders and other interested persons may obtain more detailed information
regarding the names, affiliations, and interests of certain of Colombier's
executive officers and directors in the solicitation by reading (i) Colombier's
final prospectus filed with the
1 No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or the proposed Business Combination. 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 of 1933, as amended, or an exemption therefrom.
Cautionary Note Regarding Forward-Looking Statements
This communication may contain forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, and 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 Business Combination and the future held
by the respective management teams of Colombier or PublicSq., the anticipated
benefits and the anticipated timing of the Business Combination, the future
financial condition and performance of PublicSq. and expected financial impacts
of the Business Combination (including future revenue, pro forma enterprise
value and cash balance), the satisfaction of closing conditions to the Business
Combination, financing transactions, if any, related to the Business
Combination, 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
Business Combination 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
Business Combination 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 Business Combination, including, among
others, the condition that Colombier have cash or cash equivalents of at least
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Information Sources; No Representations
The communication furnished herewith has been prepared for use by Colombier and PublicSq. in connection with the Business Combination. 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 Press Release, its contents (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 Press Release and, accordingly, neither of them expressed any opinion or provided any other form of assurances with respect thereto for the purposes of the Press Release.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedApril 6, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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