$PSQH
PSQ Holdings Inc

2021 Q4 Form 10-K Financial Statement

#000141057822000449 Filed on March 22, 2022

View on sec.gov

Income Statement

Concept 2021 Q4
Revenue $0.00
YoY Change
Cost Of Revenue
YoY Change
Gross Profit
YoY Change
Gross Profit Margin
Selling, General & Admin
YoY Change
% of Gross Profit
Research & Development
YoY Change
% of Gross Profit
Depreciation & Amortization
YoY Change
% of Gross Profit
Operating Expenses $436.7K
YoY Change
Operating Profit
YoY Change
Interest Expense $3.660K
YoY Change
% of Operating Profit
Other Income/Expense, Net $385.5K
YoY Change
Pretax Income -$47.58K
YoY Change
Income Tax
% Of Pretax Income
Net Earnings -$47.58K
YoY Change
Net Earnings / Revenue
Basic Earnings Per Share
Diluted Earnings Per Share -$2.201K
COMMON SHARES
Basic Shares Outstanding
Diluted Shares Outstanding

Balance Sheet

Concept 2021 Q4
SHORT-TERM ASSETS
Cash & Short-Term Investments $841.2K
YoY Change
Cash & Equivalents $841.2K
Short-Term Investments
Other Short-Term Assets $424.7K
YoY Change
Inventory
Prepaid Expenses $424.7K
Receivables
Other Receivables
Total Short-Term Assets $1.266M
YoY Change
LONG-TERM ASSETS
Property, Plant & Equipment
YoY Change
Goodwill
YoY Change
Intangibles
YoY Change
Long-Term Investments $172.5M
YoY Change
Other Assets $175.2K
YoY Change
Total Long-Term Assets $172.7M
YoY Change
TOTAL ASSETS
Total Short-Term Assets $1.266M
Total Long-Term Assets $172.7M
Total Assets $173.9M
YoY Change
SHORT-TERM LIABILITIES
YoY Change
Accounts Payable
YoY Change
Accrued Expenses $478.6K
YoY Change
Deferred Revenue
YoY Change
Short-Term Debt $0.00
YoY Change
Long-Term Debt Due
YoY Change
Total Short-Term Liabilities $478.6K
YoY Change
LONG-TERM LIABILITIES
Long-Term Debt $0.00
YoY Change
Other Long-Term Liabilities $12.12M
YoY Change
Total Long-Term Liabilities $12.12M
YoY Change
TOTAL LIABILITIES
Total Short-Term Liabilities $478.6K
Total Long-Term Liabilities $12.12M
Total Liabilities $12.60M
YoY Change
SHAREHOLDERS EQUITY
Retained Earnings -$11.15M
YoY Change
Common Stock $0.00
YoY Change
Preferred Stock
YoY Change
Treasury Stock (at cost)
YoY Change
Treasury Stock Shares
Shareholders Equity -$11.15M
YoY Change
Total Liabilities & Shareholders Equity $173.9M
YoY Change

Cashflow Statement

Concept 2021 Q4
OPERATING ACTIVITIES
Net Income -$47.58K
YoY Change
Depreciation, Depletion And Amortization
YoY Change
Cash From Operating Activities -$59.64K
YoY Change
INVESTING ACTIVITIES
Capital Expenditures
YoY Change
Acquisitions
YoY Change
Other Investing Activities $0.00
YoY Change
Cash From Investing Activities $0.00
YoY Change
FINANCING ACTIVITIES
Cash Dividend Paid
YoY Change
Common Stock Issuance & Retirement, Net
YoY Change
Debt Paid & Issued, Net
YoY Change
Cash From Financing Activities -20.28K
YoY Change
NET CHANGE
Cash From Operating Activities -59.64K
Cash From Investing Activities 0.000
Cash From Financing Activities -20.28K
Net Change In Cash -79.92K
YoY Change
FREE CASH FLOW
Cash From Operating Activities -$59.64K
Capital Expenditures
Free Cash Flow
YoY Change

Facts In Submission

Frame Concept Type Concept / XBRL Key Value Unit
dei Entity Central Index Key
EntityCentralIndexKey
0001847064
dei Current Fiscal Year End Date
CurrentFiscalYearEndDate
--12-31
dei Document Fiscal Year Focus
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dei Document Fiscal Period Focus
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dei Amendment Flag
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clbr Transition Report
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dei Entity Registrant Name
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COLOMBIER ACQUISITION CORP.
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clbr Redemption Period Upon Closure
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dei Document Period End Date
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dei Entity File Number
EntityFileNumber
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dei Entity Incorporation State Country Code
EntityIncorporationStateCountryCode
DE
dei Entity Tax Identification Number
EntityTaxIdentificationNumber
86-2062844
dei Entity Address Address Line1
EntityAddressAddressLine1
214 Brazilian Avenue, Suite 200-J
dei Entity Address City Or Town
EntityAddressCityOrTown
Palm Beach
dei Entity Address State Or Province
EntityAddressStateOrProvince
FL
dei Entity Address Postal Zip Code
EntityAddressPostalZipCode
33480
dei City Area Code
CityAreaCode
561
dei Local Phone Number
LocalPhoneNumber
805-3588
dei Entity Well Known Seasoned Issuer
EntityWellKnownSeasonedIssuer
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dei Entity Voluntary Filers
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dei Entity Current Reporting Status
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dei Entity Interactive Data Current
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dei Entity Filer Category
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dei Icfr Auditor Attestation Flag
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dei Auditor Name
AuditorName
Marcum LLP
dei Auditor Location
AuditorLocation
Hartford, CT
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us-gaap Operating Costs And Expenses
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us-gaap Gain Loss On Investments
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us-gaap Nonoperating Income Expense
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us-gaap Net Income Loss
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clbr Percentage Obligation To Redeem Public Shares If Entity Does Not Complete Business Combination
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1
clbr Maximum Allowed Dissolution Expenses
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clbr Ordinary Share Exercisable
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us-gaap Nature Of Operations
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<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;margin:0pt;"><b style="font-weight:bold;">NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS </b></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;margin:0pt;"><span style="font-weight:bold;visibility:hidden;">​</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Colombier Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on February 12, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">As of December 31, 2021, the Company had not yet commenced any operations. All activity for the period February 12, 2021 (inception) through December 31, 2021 relates to the Company’s formation, initial public offering (the “Initial Public Offering”), which is described below and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has elected December 31 as its fiscal year end.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The registration statement for the Company’s Initial Public Offering was declared effective on June 8, 2021. On June 11, 2021, the Company consummated the Initial Public Offering of 15,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”), generating gross proceeds of $150,000,000, which is described in Note 3.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,250,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the sponsor, Colombier Sponsor LLC (the “Sponsor”), generating gross proceeds of $5,250,000, which is described in Note 4.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">At the closing of the Initial Public Offering on June 11, 2021, due to a clerical error, the trust account was overfunded by $1,240,000. The overfunded amount was transferred to the Company’s operating account on June 14, 2021.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Following the closing of the Initial Public Offering on June 11, 2021, an amount of $150,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">On July 1, 2021, the underwriters fully exercised their over-allotment option, resulting in an additional 2,250,000 Units issued for an aggregate amount of $22,500,000. In connection with the underwriters’ full exercise of their over-allotment option, the Company also consummated the sale of an additional 450,000 Private Placement Warrants at $1 per Private Placement Warrant, generating total proceeds of $450,000. A total of $22,500,000 was deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $172,500,000.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Transaction costs amounted to $9,947,799, consisting of $3,450,000 of underwriting fees, $6,037,500 of deferred underwriting fees and $460,299 of other offering costs.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. There is no assurance that the Company will be able to successfully complete a Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting and if they do vote, irrespective of whether they vote for or against the proposed Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 24 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company will have until June 11, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than <span style="-sec-ix-hidden:Hidden_JkevlelehU6ESfC09L5gxA;"><span style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:normal;font-weight:normal;">ten</span></span> business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt;">The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;">available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;font-weight:bold;">Liquidity</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">At December 31, 2021, the Company had cash of $0.84 million and working capital of $0.79 million. (after adding back approximately $6,000 in franchise tax payable as that liability, which is included in accrued expenses in the accompanying balance sheet, is allowed to be settled using the trust account).</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company’s liquidity needs up to December 31, 2021 were satisfied through the proceeds of $25,000 from the sale of the founder shares (Note 5), a loan of $46,975 under an unsecured and noninterest bearing promissory note – related party (Note 5), and from the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the trust account.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating the business. However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate the business prior to the initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete the initial Business Combination or to redeem a significant number of our public shares upon completion of the initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such initial Business Combination.  </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">In order to finance transaction costs in connection with a Business Combination, the Sponsor has committed to loan the Company up to an aggregate of $100,000, to be provided in the event that funds held outside of the Trust Account are insufficient to fund the Company's expenses relating to investigating and selecting a target business and other working capital requirements prior to a Business Combination.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">There is no assurance that the Company’s plans to consummate an initial Business Combination will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-style:italic;font-weight:bold;text-align:justify;margin:0pt 0pt 12pt 0pt;">Risks and Uncertainties</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt;">On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s results of operations, financial position and cash flows will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s results of operations, financial position and cash flows may be materially </p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt;">adversely affected. Additionally, the Company’s ability to complete an Initial Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an Initial Business Combination in a timely manner. The Company’s ability to consummate an Initial Business Combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt;"><span style="font-size:1pt;margin-bottom:12pt;visibility:hidden;">​</span></p>
CY2021Q1 clbr Condition For Future Business Combination Number Of Businesses Minimum
ConditionForFutureBusinessCombinationNumberOfBusinessesMinimum
1
CY2021Q2 clbr Overfund Trust Account
OverfundTrustAccount
1240000
CY2021Q3 clbr Amount Deposited In Trust Account
AmountDepositedInTrustAccount
22500000
CY2021Q3 clbr Payments For Investment Of Cash In Trust Account
PaymentsForInvestmentOfCashInTrustAccount
172500000
clbr Transaction Costs
TransactionCosts
9947799
CY2021Q4 clbr Sale Of Stock Underwriting Fees
SaleOfStockUnderwritingFees
3450000
CY2021Q4 clbr Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
6037500
CY2021Q4 clbr Sale Of Stock Other Offering Costs
SaleOfStockOtherOfferingCosts
460299
clbr Condition For Future Business Combination Use Of Proceeds Percentage
ConditionForFutureBusinessCombinationUseOfProceedsPercentage
80
clbr Condition For Future Business Combination Threshold Percentage Ownership
ConditionForFutureBusinessCombinationThresholdPercentageOwnership
50
CY2021Q4 clbr Condition For Future Business Combination Threshold Net Tangible Assets
ConditionForFutureBusinessCombinationThresholdNetTangibleAssets
5000001
clbr Redemption Limit Percentage Without Prior Consent
RedemptionLimitPercentageWithoutPriorConsent
15
clbr Monthstocompleteacquisition
Monthstocompleteacquisition
24
CY2021Q4 us-gaap Notes Payable Related Parties Current And Noncurrent
NotesPayableRelatedPartiesCurrentAndNoncurrent
46975
CY2021 clbr Amount Committed By Sponsor To Loan Entity
AmountCommittedBySponsorToLoanEntity
100000
us-gaap Use Of Estimates
UseOfEstimates
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;font-weight:bold;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;">Use of Estimates</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.</p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.</p>
CY2021Q4 us-gaap Cash And Cash Equivalents At Carrying Value
CashAndCashEquivalentsAtCarryingValue
841226
us-gaap Proceeds From Issuance Of Redeemable Convertible Preferred Stock
ProceedsFromIssuanceOfRedeemableConvertiblePreferredStock
172500000
clbr Temporary Equity Proceeds Allocated To Warrants
TemporaryEquityProceedsAllocatedToWarrants
-5462500
clbr Temporary Equity Issuance Costs
TemporaryEquityIssuanceCosts
-9447180
us-gaap Temporary Equity Accretion To Redemption Value Adjustment
TemporaryEquityAccretionToRedemptionValueAdjustment
14909680
CY2021Q4 us-gaap Temporary Equity Carrying Amount Attributable To Parent
TemporaryEquityCarryingAmountAttributableToParent
172500000
clbr Underwriters Cash Fee
UnderwritersCashFee
3450000
clbr Accrued Deferred Underwriters Fees
AccruedDeferredUnderwritersFees
6037500
clbr Transaction Costs
TransactionCosts
290432
us-gaap Adjustments To Additional Paid In Capital Stock Issued Issuance Costs
AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts
39187
clbr Transaction Costs Associated With Initial Public Offering
TransactionCostsAssociatedWithInitialPublicOffering
329619
CY2021Q4 us-gaap Unrecognized Tax Benefits
UnrecognizedTaxBenefits
0
CY2021Q4 us-gaap Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued
UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued
0
us-gaap Concentration Risk Credit Risk
ConcentrationRiskCreditRisk
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;font-weight:bold;">Concentration of Credit Risk</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.</p>
CY2021Q4 us-gaap Cash Fdic Insured Amount
CashFDICInsuredAmount
250000
us-gaap Derivatives Methods Of Accounting Hedging Derivatives
DerivativesMethodsOfAccountingHedgingDerivatives
<p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;margin:0pt 0pt 12pt 0pt;"><span style="font-style:italic;font-weight:bold;">Derivative Financial Instruments</span></p><p style="font-family:'Times New Roman','Times','serif';font-size:10pt;text-align:justify;text-indent:18pt;margin:0pt 0pt 12pt 0pt;">The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.</p>
CY2021Q4 us-gaap Related Party Transaction Due From To Related Party
RelatedPartyTransactionDueFromToRelatedParty
0
CY2021Q4 clbr Maximum Number Of Demands For Registration Of Securities
MaximumNumberOfDemandsForRegistrationOfSecurities
3
clbr Underwriting Option Period
UnderwritingOptionPeriod
P45D
us-gaap Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross
ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross
2250000
CY2021Q4 clbr Deferred Fee Per Unit
DeferredFeePerUnit
0.35
CY2021Q4 clbr Deferred Offering Costs Noncurrent
DeferredOfferingCostsNoncurrent
6037500
clbr Fees And Expenses
FeesAndExpenses
50000
CY2021Q4 us-gaap Preferred Stock Shares Authorized
PreferredStockSharesAuthorized
1000000
CY2021Q4 us-gaap Preferred Stock Par Or Stated Value Per Share
PreferredStockParOrStatedValuePerShare
0.0001
CY2021Q4 us-gaap Preferred Stock Shares Issued
PreferredStockSharesIssued
0
CY2021Q4 us-gaap Deferred Tax Assets Operating Loss Carryforwards
DeferredTaxAssetsOperatingLossCarryforwards
35810
CY2021Q4 clbr Deferred Tax Assets Capitalized Start Up And Organization Costs
DeferredTaxAssetsCapitalizedStartUpAndOrganizationCosts
141779
CY2021Q4 us-gaap Deferred Tax Assets Gross
DeferredTaxAssetsGross
177589
CY2021Q4 us-gaap Deferred Tax Assets Valuation Allowance
DeferredTaxAssetsValuationAllowance
177589
us-gaap Deferred Federal Income Tax Expense Benefit
DeferredFederalIncomeTaxExpenseBenefit
-177589
us-gaap Valuation Allowance Deferred Tax Asset Change In Amount
ValuationAllowanceDeferredTaxAssetChangeInAmount
177589
us-gaap Valuation Allowance Deferred Tax Asset Change In Amount
ValuationAllowanceDeferredTaxAssetChangeInAmount
177589
us-gaap Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate
EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
0.210
clbr Effective Income Tax Rate Reconciliation Transaction Costs Allocated To Warrants Percent
EffectiveIncomeTaxRateReconciliationTransactionCostsAllocatedToWarrantsPercent
0.019
clbr Effective Income Tax Rate Reconciliation Change In Fair Value Of Warrants Percent
EffectiveIncomeTaxRateReconciliationChangeInFairValueOfWarrantsPercent
-0.276
us-gaap Effective Income Tax Rate Reconciliation Change In Deferred Tax Assets Valuation Allowance
EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance
0.048
us-gaap Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Liability Transfers Net
FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityTransfersNet
3051191

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