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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 3, 2026
COLOMBIER ACQUISITION CORP. III
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43096 |
|
98-1880474 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
375 South County Road, Suite 220
Palm Beach, FL 33480
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (561) 223-9937
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
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 Class A ordinary share and one-eighth of one redeemable warrant |
|
CLBR U |
|
New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share |
|
CLBR |
|
New York Stock Exchange |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
CLBR WS |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 1.01. Entry into a Material Definitive Agreement.
On February 5, 2026, Colombier
Acquisition Corp. III (the “Company”) consummated its initial public offering
(“IPO”) of 29,900,000 units (the “Units”),
including 3,900,000 Units issued pursuant to the full exercise of the underwriters’ over-allotment option. Each Unit consists of
one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary
Shares”), and one-eighth of one redeemable warrant of the Company (each, a “Warrant”),
with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold
at a price of $10.00 per Unit, generating gross proceeds to the Company of $299,000,000.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration
statement on Form S-1 (File No. 333-290932) for the IPO, originally filed with the U.S. Securities and Exchange Commission on October
17, 2025, as amended (the “Registration Statement”):
| ● | An Underwriting Agreement, dated February 3, 2026, by and
between the Company and Roth Capital Partners, LLC (“Roth”), as the representative of the several underwriters, a copy of
which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A Warrant Agreement, dated February 3, 2026, by and between
the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and
incorporated herein by reference. |
| ● | An Investment Management Trust Agreement, dated February
3, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit
10.1 hereto and incorporated herein by reference. |
| ● | A Registration Rights Agreement, dated February 3, 2026,
by and among the Company, Roth and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein
by reference. |
| ● | A Private Placement Units Purchase Agreement, dated February
3, 2026 (the “Private Placement Units Purchase Agreement”), by and between the Company and the Company’s sponsor,
Colombier Sponsor III LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein
by reference. |
| ● | A Letter Agreement, dated February 3, 2026, by and among
the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein
by reference. |
| ● | An Administrative Support Agreement, dated February 3, 2026,
by and between the Company and an affiliate of the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein
by reference. |
| ● | Indemnity Agreements, each dated February 3, 2026, by and between the Company
and each director and officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing
of the IPO, pursuant to the Private Placement Units Purchase Agreement, the Company completed the private sale of an aggregate of 150,000
units (the “Private Placement Units”) to the Sponsor at a purchase price of $10.00 per Private Placement Unit, generating
gross proceeds to the Company of $1,500,000. The Private Placement Units (and underlying securities) are identical to the Units sold in
the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect
to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2)
of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective February 4, 2026, upon
the commencement of trading of the Company’s Units on the New York Stock Exchange, in connection with the IPO, Paul T. Abrahimzadeh
was appointed as President of the Company, Andrew Nasser was appointed as Chief Investment Officer of the Company, and Jordan Cohen was
appointed as Chief Operating Officer of the Company. On February 4, 2026, upon the commencement of trading of the Company’s Units
on the New York Stock Exchange, Donald J. Trump, Jr., Chris Buskirk, Candice Willoughby, Blake Masters, Chamath Palihapitiya, and Laura
Ingraham were appointed to the board of directors of the Company (the “Board”).
Effective February 4, 2026, upon the commencement of trading of the Company’s Units on the New York Stock Exchange, Mr. Masters,
Ms. Ingraham and Ms. Willoughby were appointed to the Board’s Audit Committee, Compensation Committee and Nominating and Corporate
Governance Committee with Ms. Willoughby serving as chair of the Audit Committee, Ms. Ingraham serving as chair of the Compensation Committee
and Mr. Masters serving as chair of the Nominating and Corporate Governance Committee.
On February 3, 2026, the Company entered into indemnity agreements with each of the directors
and executive officers, which require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance
expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity
agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity
agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or
Bylaws; Change in Fiscal Year.
On February 3, 2026, in connection
with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum
and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on February 3, 2026. The terms
of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein
by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated
herein by reference.
Item 8.01. Other Events.
A total of $299,000,000,
comprised of $298,825,000 of the net proceeds from the IPO (which amount includes up to $3,000,000 of the underwriters’
deferred discount, which amount may be reduced to $850,000 in certain circumstances, pursuant to the terms of the Underwriting
Agreement) and $175,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account
maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds
in the trust account that may be released to the Company to pay its taxes, to fund its working capital requirements (subject to a
limit of the greater of $1,000,000 and 10% of the interest earned on the trust account per fiscal year ending on December 31), and
for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the
earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s
public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO (or 27
months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement
for an initial business combination within 24 months from the closing of the IPO), subject to applicable law, and (iii) the
redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the
Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to
redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months from the
closing of the IPO (or 27 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle
or definitive agreement for an initial business combination within 24 months from the closing of the IPO) or with respect to any
other material provisions relating to shareholders’ rights or pre-initial business combination activity.
On February 3, 2026, the
Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
On February 5, 2026, the
Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| |
|
|
| 1.1† |
|
Underwriting Agreement, dated February 3, 2026, by and between the Company and Roth Capital Partners, LLC, as the representative of the several underwriters. |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
|
| 4.1† |
|
Warrant Agreement, dated February 3, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| |
|
|
| 10.1† |
|
Investment Management Trust
Agreement, dated February 3, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as
trustee. |
| |
|
|
| 10.2 |
|
Registration Rights Agreement, dated February 3, 2026, by and among the Company, Roth Capital Partners, LLC and certain security holders. |
| |
|
|
| 10.3 |
|
Private Placement Units Purchase Agreement, dated February 3, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.4 |
|
Letter Agreement, dated February 3, 2026, by and among the Company, its officers, directors, and the Sponsor. |
| |
|
|
| 10.5 |
|
Administrative Support Agreement, dated February 3, 2026, by and between the Company and an affiliate of the Sponsor. |
| |
|
|
| 10.6 |
|
Form of Indemnity Agreement. |
| |
|
|
| 99.1 |
|
Press Release, dated February 3, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated February 5, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| † | | Certain personally identifiable
information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been
redacted |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
COLOMBIER ACQUISITION CORP. III |
| |
|
| |
By: |
/s/ Omeed Malik |
| |
|
Name: |
Omeed Malik |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
|
| Dated: February 5, 2026 |
|
Exhibit 99.1
Colombier Acquisition Corp. III Announces Pricing of $260 Million Initial Public Offering
New York, NY, Feb. 03, 2026 (GLOBE NEWSWIRE) -- Colombier Acquisition
Corp. III (the “Company,” “Colombier III”) today announced the pricing of its initial public offering of 26,000,000
units at a price of $10.00 per unit. The units will be listed on the New York Stock Exchange (“NYSE”) and trade under the
ticker symbol “CLBR U” beginning on February 4, 2026. Each unit consists of one Class A ordinary share and one-eighth of one
redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share. After the
securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the NYSE
under the symbols “CLBR” and “CLBR WS,” respectively.
Colombier III is a blank check company formed for the purpose of effecting
a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
While Colombier III may pursue an initial business combination in any business or industry but expects to focus on a target in an industry
where it believes its management team and founder’s expertise will provide it with a competitive advantage.
The team is led by seasoned capital markets professionals including,
Chief Executive Officer and Chairman, Omeed Malik, President, Paul T. Abrahimzadeh, Chief Financial Officer, Joe Voboril, Chief Investment
Officer, Andrew Nasser, and Chief Operating Officer, Jordan Cohen. The Company’s board of directors includes Donald J. Trump Jr.,
Partner at 1789 Capital, Chris Buskirk, Founder and Chief Investment Officer of 1789 Capital; Candice Willoughby, Capital Markets Executive;
Blake Masters, Director of PSQ Holdings, Inc and GrabAGun Digital Holdings Inc.; Chamath Palihapitiya, Founder and Managing Partner of
Social Capital; and Laura Ingraham, Host of “The Ingraham Angle” on Fox News.
Roth Capital Partners is acting as sole book running manager and representative
of the underwriters of the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 3,900,000
units at the initial public offering price less the underwriting discounts and commissions to cover over-allotments, if any.
The offering is being made only by means of a prospectus. When available,
copies of the prospectus relating to the offering may be obtained from Roth Capital Partners, LLC, Attention: 888 San Clemente Drive,
Suite 400, Newport Beach, CA 92660, or by email: rothecm@roth.com.
A registration statement relating to these securities was declared
effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 30, 2026. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such
state or jurisdiction.
Forward Looking Statements
This press release contains statements that constitute “forward-looking
statements,” including with respect to the initial public offering and the anticipated use of the net proceeds. No assurance can
be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering
will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus
for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov.
The Company undertakes no obligation to update these statements for revisions or change after the date of this release, except as required
by law.
Exhibit 99.2
Colombier Acquisition Corp.
III Announces Closing of Initial Public Offering
Total Gross Proceeds of
$299,000,000 Million, Including
Underwriter Over-Allotment
New York, NY – February 5, 2026 – Colombier
Acquisition Corp. III (the “Company”) (NYSE: CLBR U) announced today that it closed its initial public offering of 29,900,000
units, including 3,900,000 units offered pursuant to the exercise of the underwriters’ over-allotment option. The offering was priced
at $10.00 per unit, generating total gross proceeds of $299,000,000. Each unit consists of one Class A ordinary share and one-eighth of
one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The
units are currently listed on the New York Stock Exchange (“NYSE”) and trading under the ticker symbol “CLBR U.”
After the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on
the NYSE under the symbols “CLBR” and “CLBR WS,” respectively.
Of the proceeds received
from the consummation of the initial public offering and a simultaneous private placement of units (as well as the exercise of the over-allotment
option), $299,000,000 (or $10.00 per unit sold in the public offering) was placed in trust.
The Company is a blank check company formed for the
purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses. While the Company may pursue an initial business combination in any business or industry but expects to focus
on a target in an industry where it believes its management team and founder’s expertise will provide it with a competitive advantage.
The management team is led by seasoned capital markets
professionals, including Chief Executive Officer and Chairman, Omeed Malik, President, Paul T. Abrahimzadeh, Chief Financial Officer,
Joe Voboril, Chief Investment Officer, Andrew Nasser, and Chief Operating Officer, Jordan Cohen. The Company’s board of directors
includes Donald J. Trump Jr., Partner at 1789 Capital, Chris Buskirk, Founder and Chief Investment Officer of 1789 Capital; Candice Willoughby,
Capital Markets Executive; Blake Masters, Director of PSQ Holdings, Inc and GrabAGun Digital Holdings Inc.; Chamath Palihapitiya, Founder
and Managing Partner of Social Capital; and Laura Ingraham, Host of “The Ingraham Angle” on Fox News.
Roth Capital Partners acted as sole book running manager
and representative of the underwriters in the offering and StoneX Financial Inc. acted as manager.
The offering was made only by means of a prospectus.
Copies of the prospectus relating to the offering may be obtained from Roth Capital Partners, LLC, Attention: 888 San Clemente Drive,
Suite 400, Newport Beach, CA 92660, or by email: rothecm@roth.com.
A registration statement relating to these securities
became effective on January 30, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities law of any such state or jurisdiction.
Forward Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds.
No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s
registration statement and final prospectus for the offering filed with the U.S. Securities and Exchange Commission (the “SEC”).
Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions
or change after the date of this release, except as required by law.
