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Recapitalization | 9 Months Ended
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Sep. 30, 2023
Recapitalization [Abstract] |
Recapitalization | Note 4 — Recapitalization As discussed in Note 1, “Organization and Business Operations”, the Business Combination was consummated on July 19, 2023, which, for accounting purposes, was treated as the equivalent of PSQ issuing stock for the net assets of Colombier, accompanied by recapitalization. Under this method of accounting, Colombier was treated as the acquired company for financial accounting and reporting purposes under GAAP. Transaction Proceeds Upon closing of the Business Combination, the Company received gross proceeds of $34.9 million from the Business Combination, offset by total transaction costs of $16.8 million. The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statement of changes in stockholders’ equity for the period ended September 30, 2023:
Cash-trust and cash, net of redemptions |  | $ | 34,938,880 |
Less: transaction costs and advisory fees, paid |  |  | (16,834,686 | )
Net proceeds from the Business Combination |  |  | 18,104,194 |
Less: public and private placement warrant liabilities |  |  | (8,816,500 | )
Less: earn-out liabilities |  |  | (2,400,000 | )
Add: amounts paid in advance |  |  | 2,570,919 |
Add: Transaction costs in accounts payable and accrued expenses |  |  | 2,967,393 |
Reverse recapitalization, net |  | $ | 12,426,006 |
The number of shares of Common Stock issued immediately following the consummation of the Business Combination were:
Colombier Class A common stock, outstanding prior to the Business Combination |  |  | 17,250,000 |
Less: Redemption of Colombier Class A common stock |  |  | (13,827,349 | )
Class A common stock of Colombier |  |  | 3,422,651 |
Colombier Class B common stock, outstanding prior to the Business Combination |  |  | 4,312,500 |
Business Combination shares |  |  | 7,735,151 |
PSQ Shares |  |  | 21,522,825 |
Common Stock immediately after the Business Combination |  |  | 29,257,976 |
The number of PSQ shares was determined as follows:
|  | PSQ Shares |  |  | PSQ Shares after conversion ratio |
Class A Common Stock |  |  | 940,044 |  |  |  | 18,309,147 |
Class C Common Stock |  |  | 165,000 |  |  |  | 3,213,678 |
Total |  |  | 1,105,044 |  |  |  | 21,522,825 |
Public and private placement warrants The Public Warrants issued in the IPO and 5,700,000 warrants issued in connection with private placement at the time of Colombier’s initial public offering (the “Private Placement Warrants”) remained outstanding and became warrants for the Company (see Note 9). Redemption Prior to the closing of the Business Combination, certain Colombier public shareholders exercised their right to redeem certain of their outstanding shares for cash, resulting in the redemption of 13,827,349 shares of Colombier Class A common stock for an aggregate payment of $141,151,432. Transactions costs For the three and nine months ended September 30, 2023, transaction costs incurred within the condensed consolidated statements of operations were as follows:
|  | Three months ended September 30, 2023 |  |  | Nine months ended September 30, 2023 |
Accounting fees |  | $ | 247,912 |  |  | $ | 756,257 |
Legal fees |  |  | 1,818,914 |  |  |  | 5,049,149 |
Travel and other expenses |  |  | 331,971 |  |  |  | 331,971 |
One-time share-based payment to influencers and advisors |  |  | 910,800 |  |  |  | 910,800 |
Total |  | $ | 3,309,597 |  |  | $ | 7,048,177 |

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