Filed by Colombier Acquisition Corp.
pursuant to Rule 425 under the U.S. Securities Act
of 1933, as amended
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Colombier Acquisition Corp.
Commission File No.: 001-40457
Date: April 13, 2023
On April 13, 2023, PSQ Holdings, Inc., which is a party to a previously
disclosed Agreement and Plan of Merger dated as of February 27, 2023 with Colombier Acquisition Corp., among other parties, through its
social media accounts, shared the following email with its subscribers.
Subject: Major Milestone for PublicSq. Movement
“Hello PublicSq. Community,
We have more exciting news for you…
We have achieved a monumental milestone on the road to taking PublicSq.
PUBLIC!
“Colombier Acquisition Corp. Announces Filing of a Registration Statement
on Form S-4 in Connection with its Combination with PublicSq.”
Below, you’ll find the full press release that will tell you everything
you need to know about our S-4 filing in partnership with Colombier Acquisition Corp. (NYSE:CLBR) to the SEC.
Read full press release
The inspiration for us to go public is rooted in a desire to be a company
by the people, for the people, and owned by ‘We The People’. This filing has brought us one step closer to achieving this
vision.
With every day that passes, the need for the parallel economy becomes more
and more clear. We’re grateful to be providing a solution that helps patriotic consumers like you make positive changes to our America
with the power of your wallet.
We’re excited for the road ahead and we’re glad you’re
on the journey with us.
Onward and upward,
Michael Seifert
CEO & Founder
PublicSq.”
* * *
Additional Information and Where to Find It
In connection with the proposed transaction (the “Proposed
Transaction”), Colombier Acquisition Corp. (“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 U.S. Securities
and Exchange Commission (the “SEC”), which will include a preliminary proxy statement and a prospectus in connection with
the Proposed Transaction. STOCKHOLDERS OF COLOMBIER ARE ADVISED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, ANY AMENDMENTS
THERETO, THE DEFINITIVE PROXY STATEMENT, THE PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. HOWEVER, THIS DOCUMENT WILL NOT
CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED TRANSACTION. IT IS ALSO NOT INTENDED TO FORM THE BASIS OF
ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE PROPOSED TRANSACTION. When available, the definitive proxy statement and
other relevant documents will be mailed to the stockholders of Colombier as of a record date to be established for voting on the Proposed
Transaction. Stockholders and other interested persons will also be able to obtain copies of the preliminary proxy statement, the definitive
proxy statement, the Registration Statement and other documents filed by Colombier with the SEC that will be incorporated by reference
therein, without charge, once available, at the SEC’s website at www.sec.gov.
Colombier’s stockholders will also be able to
obtain a copy of such documents, without charge, by directing a request to: Colombier Acquisition Corp., 214 Brazilian Avenue, Suite 200-A,
Palm Beach, FL 33480; e-mail: IRCLBR@longacresquare.com. These documents, once available, can also be obtained, without charge, at the
SEC’s website at www.sec.gov.
Participants in the Solicitation
Colombier, PSQ Holdings, Inc. (“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 SEC on June 9, 2021 in connection with Colombier’s initial public offering (“IPO”),
Colombier’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 24, 2023 and Colombier’s
other filings with the SEC. A list of the names of such directors and executive officers and information regarding their interests in
the Proposed Transaction, which may, in some cases, be different from those of stockholders generally, will be set forth in the Registration
Statement relating to the Proposed Transaction when it becomes available. These documents can be obtained free of charge from the source
indicated above.
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 of 1933, as amended or an exemption therefrom.
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 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 $33 million (subject to reduction for (x) transaction expenses of Colombier and PublicSq., up
to an aggregate of $15 million, and (y) the aggregate amount of any private financing transactions by PublicSq. consummated prior to closing
in accordance with the terms of the Merger Agreement (as defined below)), and the requirement that the definitive agreement related to
the business combination between Colombier and PublicSq. (the “Merger Agreement”) and the transactions contemplated thereby
be approved by the stockholders of Colombier and by the stockholders of PublicSq., respectively, (iv) the failure to obtain regulatory
approvals, as applicable, required to consummate the Proposed Transaction, (v) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Merger Agreement, (vi) the effect of the announcement or pendency of the Proposed Transaction
on PublicSq.’s business relationships, operating results, and business generally, (vii) risks that the Proposed Transaction disrupts
current plans and operations of PublicSq., (viii) the outcome of any legal proceedings that may be instituted against PublicSq. or against
Colombier related to the Merger Agreement or the Proposed Transaction, (ix) the ability to maintain the listing of Colombier’s securities
on a national securities exchange, (x) changes in the competitive market in which PublicSq. operates, variations in performance across
competitors, changes in laws and regulations affecting PublicSq.’s business and changes in the combined capital structure, (xi)
the ability to implement business plans, growth, marketplace and other expectations after the completion of the Proposed Transaction,
and identify and realize additional opportunities, (xii) the potential inability of PublicSq. to achieve its business and customer growth
and technical development plans, (xiii) the ability of PublicSq. to enforce its current or future intellectual property, including patents
and trademarks, along with potential claims of infringement by PublicSq. of the intellectual property rights of others, (xiv) risk of
loss of key influencers, media outlets and promoters of PublicSq.’s business or a loss of reputation of PublicSq. or reduced interest
in the mission and values of PublicSq. and the segment of the consumer marketplace it intends to serve and (xv) the risk of economic downturn,
increased competition, a changing regulatory landscape and related impacts that could occur in the highly competitive consumer marketplace,
both online and through “bricks and mortar” operations. The foregoing list of factors is not exhaustive. Recipients should
carefully consider such factors and the other risks and uncertainties described and to be described in the “Risk Factors”
section of Colombier’s IPO prospectus filed with the SEC on June 9, 2021, Colombier’s Annual Report on Form 10-K filed for
the year ended December 31, 2022, as filed with the SEC on March 24, 2023 and subsequent periodic reports filed by Colombier with the
SEC, the Registration Statement to be filed by Colombier in connection with the Proposed Transaction and other documents filed or to be
filed by Colombier from time to time with the SEC. These filings identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements
speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking statements, and neither
PublicSq. nor Colombier assume any obligation to, nor intend to, update or revise these forward-looking statements, whether as a result
of new information, future events, or otherwise, except as required by law. Neither PublicSq. nor Colombier gives any assurance that either
PublicSq. or Colombier, or the combined company, will achieve its expectations.
Information Sources; No Representations
The communication furnished herewith has been prepared
for use by Colombier and PublicSq. in connection with the Proposed 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.
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