Overview of Colombier Acquisition Corp.’s Financial Performance

Colombier Acquisition Corp. is a blank check company formed in September 2023 for the purpose of completing a business combination with one or more businesses. The company recently completed its initial public offering in November 2023, raising $170 million. Colombier is currently in the process of consummating a business combination with GrabAGun, a Texas-based company.

For the three months ended March 31, 2025, Colombier reported a net loss of $48,958, which consisted of $1.86 million in interest income on marketable securities held in its trust account, offset by $1.91 million in operating expenses. This compares to net income of $1.66 million in the prior year period, which was driven by $2.23 million in interest income partially offset by $568,619 in operating expenses.

The company’s results of operations and ability to complete a business combination may be adversely affected by various economic factors beyond its control, such as downturns in financial markets, increases in inflation and interest rates, supply chain disruptions, and geopolitical instability.

Liquidity and Capital Resources

Colombier has relied on the proceeds from its initial public offering and private placement to fund its operations to date. As of March 31, 2025, the company had approximately $179.5 million in cash and marketable securities held in its trust account, including $9.5 million in interest income. Colombier intends to use substantially all of these funds to complete its business combination with GrabAGun.

The company also had $442,670 in cash held outside the trust account as of March 31, 2025, which it uses to identify and evaluate potential target companies, perform due diligence, and cover other transaction costs. Colombier may also receive working capital loans from its sponsor or affiliates to finance transaction costs, which could be convertible into warrants upon completion of the business combination.

However, Colombier has expressed substantial doubt about its ability to continue as a going concern if it is unable to complete a business combination by its deadline of February 24, 2026. The company notes that it is uncertain whether it will be able to consummate a deal by this time and have the necessary financial resources to sustain operations.

Contractual Obligations and Commitments

Colombier has several key contractual obligations and commitments related to its operations and potential business combination:

Obligation	Amount
Administrative Services Agreement	$10,000 per month
Services and Indemnification Agreement	$60,000 per month
Deferred Underwriting Fee	$5,950,000
Financial Advisory Services Agreement with Roth	Up to $1,190,000 deferred fee
Capital Market Advisory Agreement with BTIG	$1,500,000 fee
Capital Market Advisory Agreement with Roth	$1,000,000 fee

These fees will only be payable upon the successful completion of Colombier’s initial business combination. The company has also agreed to reimburse BTIG and Roth for certain expenses up to $25,000 and $5,000, respectively, contingent on the deal closing.

Critical Accounting Estimates

Colombier has identified several critical accounting estimates that are important to understanding its financial statements:

1. Ordinary Shares Subject to Possible Redemption: The company accounts for its ordinary shares that are subject to possible redemption in accordance with the guidance in FASB ASC Topic 480. These shares are classified as temporary equity outside of the shareholders’ deficit section.

2. Warrant Instruments: Colombier accounts for its public warrants and private placement warrants as equity-classified instruments based on an assessment of the specific terms and applicable accounting guidance.

3. Net (Loss) Income per Ordinary Share: The company complies with FASB ASC Topic 260 on earnings per share, allocating income and losses pro rata between its two classes of ordinary shares.

Outlook and Conclusion

Colombier Acquisition Corp. faces significant uncertainty regarding its ability to complete a successful business combination by its February 2026 deadline. The company has expressed doubts about its ability to continue as a going concern if it is unable to find a suitable target and close a deal.

The 2024 SPAC rules adopted by the SEC may also materially affect Colombier’s ability to negotiate and complete its initial business combination, potentially increasing the costs and time required. Additionally, various macroeconomic factors beyond the company’s control could adversely impact its results of operations and prospects.

Overall, Colombier’s financial performance to date has been mixed, with net income in the prior year period but a net loss in the most recent quarter. The company’s liquidity position remains strong with the funds held in its trust account, but it faces significant challenges in consummating a business combination within the required timeframe. Investors should closely monitor Colombier’s progress and its ability to find and complete a suitable transaction before the looming deadline.