UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40457

COLOMBIER ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

86-2062844

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

214 Brazilian Avenue, Suite 200-A
Palm Beach, FL 33480

(Address of principal executive offices)

(561) 805-3588

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant	CLBR.U	New York Stock Exchange
Shares of Class A common stock	CLBR	New York Stock Exchange
Warrants included as part of the units	CLBR WS	New York Stock Exchange

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 2, 2022, there were 17,250,000 shares of Class A common stock, $0.0001 par value and 4,312,500 shares of Class B common stock, $0.0001 par value, issued and outstanding.

Table of Contents

COLOMBIER ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS


		Page
Part I. Financial Information
Item 1.Interim Condensed Financial Statements
Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021		1
Condensed Statements of Operations for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from February 12, 2021 (inception) through September 30, 2021 (Unaudited)		2
Condensed Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from February 12, 2021 (inception) through September 30, 2021 (Unaudited)		3
Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and for the period from February 12, 2021 (inception) through September 30, 2021 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		23
Item 4. Controls and Procedures		23
Part II. Other Information
Item 1. Legal Proceedings		25
Item 1A. Risk Factors		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 3. Defaults Upon Senior Securities		26
Item 4. Mine Safety Disclosures		26
Item 5. Other Information		26
Item 6. Exhibits		27
Part III. Signatures		28

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Condensed Financial Statements.

COLOMBIER ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30, 2022		December 31, 2021
	(Unaudited)
ASSETS
Current assets
Cash	$	265,725	$	841,226
Prepaid expenses		301,600		424,695
Total current assets		567,325		1,265,921

Non-current prepaid expenses		—		175,216
Marketable securities held in Trust Account		173,506,965		172,506,512
Total Assets	$	174,074,290	$	173,947,649

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	390,454	$	478,611
Income taxes payable		142,785		—
Total current liabilities		533,239		478,611

Warrant liabilities		1,259,500		6,083,516
Deferred underwriting fee payable		6,037,500		6,037,500
Total liabilities		7,830,239		12,599,627

Commitments (Note 6)

Class A common stock subject to possible redemption, $0.0001 par value; 17,250,000 shares at redemption value of $10.03 and $10.00 per share as of September 30, 2022 and December 31, 2021, respectively		173,037,144		172,500,000

Stockholders’ Deficit
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued and outstanding		—		—
Class A common stock; $0.0001 par value; 80,000,000 shares authorized (excluding 17,250,000 shares subject to possible redemption) as of September 30, 2022 and December 31, 2021		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 4,312,500 shares issued and outstanding as of September 30, 2022 and December 31, 2021		431		431
Accumulated deficit		(6,793,524)		(11,152,409)
Total Stockholders’ Deficit		(6,793,093)		(11,151,978)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	174,074,290	$	173,947,649

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

COLOMBIER ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


							For the
							Period from
							February 12,
							2021 (Inception)
	Three Months Ended				Nine Months Ended		through
	September 30,				September 30,		September 30,
	2022		2021		2022		2021
Operating and formation costs	$	244,538	$	331,519	$	785,655	$	415,446
Loss from operations		(244,538)		(331,519)		(785,655)		(415,446)

Other income (expense):
Interest earned on marketable securities held in Trust Account		763,347		2,605		1,000,453		2,851
Change in fair value of warrant liabilities		(22,900)		5,137,500		4,824,016		4,522,500
Transaction costs allocated to warrants		—		(39,187)		—		(329,619)
Total other income (expense), net		740,447		5,100,918		5,824,469		4,195,732

Income before provision for income taxes		495,909		4,769,399		5,038,814		3,780,286
Provision for income taxes		(129,433)		—		(142,785)		—
Net income	$	366,476	$	4,769,399	$	4,896,029	$	3,780,286

Basic and diluted weighted average shares outstanding, Class A common stock		17,250,000		17,062,500		17,250,000		8,236,784

Basic and diluted net income per share, Class A common stock	$	0.02	$	0.22	$	0.23	$	0.31

Basic and diluted weighted average shares outstanding, Class B common stock		4,312,500		4,306,386		4,312,500		3,975,496

Basic and diluted net income per share, Class B common stock	$	0.02	$	0.22	$	0.23	$	0.31

The accompanying notes are an integral part of the unaudited condensed financial statements.

Table of Contents

COLOMBIER ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022


	Class B			Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance – January 1, 2022	4,312,500	$	431	$	—	$	(11,152,409)	$	(11,151,978)
Net income	—		—		—		2,585,027		2,585,027

Balance – March 31, 2022 (Unaudited)	4,312,500		431		—		(8,567,382)		(8,566,951)

Net income	—		—		—		1,944,526		1,944,526

Balance - June 30, 2022 (Unaudited)	4,312,500		431		—		(6,622,856)		(6,622,425)

Change in value of common stock subject to redemption	—		—		—		(537,144)		(537,144)

Net income	—		—		—		366,476		366,476

Balance - September 30, 2022 (Unaudited)	4,312,500	$	431	$	—	$	(6,793,524)	$	(6,793,093)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND

FOR THE PERIOD FROM FEBRUARY 12, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

Class B

Additional

Total

Common Stock

Paid-in

Accumulated

Stockholders’

Shares

Amount

Capital

Deficit

Equity (Deficit)

Balance - February 12, 2021 (inception)

—

SEC Form 10-Q filed by Colombier Acquisition Corp.