[SCHEDULE 13G/A] Colombier Acquisition Corp. II SEC Filing

Rhea-AI Filing Summary

Colombier Acquisition Corp. II reported that a group of Sculptor entities collectively beneficially own 265,364 Class A Ordinary Shares, representing 1.56% of the outstanding class based on 17,000,000 common shares. The holdings are reported as shared voting and shared dispositive power with no sole voting or dispositive power. The filing lists Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., Sculptor Master Fund, Ltd. and Sculptor Special Funding, LP as reporting persons. The issuer's principal executive office is shown in Palm Beach, Florida. The statement affirms the securities were not acquired to change or influence control and is signed by Ellen Conti, Chief Financial Officer.

Positive

• Transparency: The filing clearly discloses the aggregate position of multiple affiliated Sculptor entities, aiding investor visibility
• Non-controlling categorization: Reported shared voting/dispositive power and an explicit certification that the stake was not acquired to influence control

Negative

• No sole voting or dispositive power reported, indicating the position is passive and unlikely to affect corporate control

Insights

Financial Analyst

TL;DR: Sculptor group discloses a modest 1.56% stake in CLBR with shared control, a transparent, non-controlling position.

The filing documents a non-controlling aggregate stake of 265,364 shares, calculated on 17,000,000 shares outstanding, and reports shared voting and dispositive power only. For investors this is a disclosure of ownership concentration but not a strategic control position. The certification that the holdings were not acquired to influence control reduces governance risk. No financial results are provided.

Corporate Governance Expert

TL;DR: This Schedule 13G/A indicates passive shared ownership by affiliated Sculptor entities, with no sole control and an explicit non-control certification.

The report clarifies the chain of entities and their relationships, which aids transparency about who may exercise shared voting rights. The absence of sole voting or dispositive power and the Item 10 certification signal the holders consider this a passive position under Rule 13d-1. The filing does not disclose plans or arrangements affecting issuer governance.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Colombier Acquisition Corp. II

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001

(Title of Class of Securities)

G2283U100

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G2283U100

1

Names of Reporting Persons

Sculptor Capital LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 265,364.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 265,364.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

265,364.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.56 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Sculptor Capital LP ("Sculptor"), a Delaware limited partnership, is the principal investment manager to a number of private funds and discretionary accounts (collectively, the "Accounts").

SCHEDULE 13G

CUSIP No. G2283U100

1

Names of Reporting Persons

Sculptor Capital II LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 265,364.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 265,364.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

265,364.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.56 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Sculptor Capital II LP ("Sculptor-II"), a Delaware limited partnership that is wholly owned by Sculptor, also serves as the investment manager to certain of the Accounts. The Ordinary Shares reported in this Schedule 13G are held in the Account(s) managed by Sculptor and Sculptor-II.

SCHEDULE 13G

CUSIP No. G2283U100

1

Names of Reporting Persons

Sculptor Capital Holding Corp

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 265,364.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 265,364.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

265,364.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.56 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Sculptor Capital Holding Corporation ("SCHC"), a Delaware corporation, serves as the general partner of Sculptor.

SCHEDULE 13G

CUSIP No. G2283U100

1

Names of Reporting Persons

Sculptor Capital Holding II LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 265,364.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 265,364.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

265,364.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.56 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Sculptor Capital Holding II LLC ("SCHC-II"), a Delaware limited liability company that is wholly owned by Sculptor, serves as the general partner of Sculptor-II.

SCHEDULE 13G

CUSIP No. G2283U100

1

Names of Reporting Persons

Sculptor Capital Management, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 265,364.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 265,364.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

265,364.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.56 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Sculptor Capital Management, Inc. ("SCU"), a Delaware limited liability company, is a holding company that is the sole shareholder of SCHC and the ultimate parent company of Sculptor and Sculptor-II.

SCHEDULE 13G

CUSIP No. G2283U100

1

Names of Reporting Persons

Sculptor Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 265,364.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 265,364.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

265,364.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.56 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Sculptor Master Fund, Ltd. ("SCMF") is a Cayman Islands company. Sculptor is the investment adviser to SCMF.

SCHEDULE 13G

CUSIP No. G2283U100

1

Names of Reporting Persons

Sculptor Special Funding, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 265,364.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 265,364.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

265,364.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.56 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Sculptor Special Funding, LP ("NRMD") is a Cayman Islands exempted limited partnership that is wholly owned by SCMF.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Colombier Acquisition Corp. II
(b)	Address of issuer's principal executive offices: 214 Brazilian Avenue, Suite 200-J, Palm Beach, Florida 33480
Item 2.
(a)	Name of person filing: Sculptor Capital LP
(b)	Address or principal business office or, if none, residence: 9 West 57th Street, 40th Floor, New York, NY 10019
(c)	Citizenship: Delaware
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001
(e)	CUSIP No.: G2283U100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 265,364
(b)	Percent of class: 1.56 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 265,364
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 265,364
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Sculptor and Sculptor-II serve as the principal investment managers to the Accounts and thus may be deemed beneficial owners of the Units/Ordinary Shares in the Accounts managed by Sculptor and Sculptor-II. SCHC-II serves as the sole general partner of Sculptor-II and is wholly owned by Sculptor. SCHC serves as the sole general partner of Sculptor. As such, SCHC and SCHC-II may be deemed to control Sculptor as well as Sculptor-II and, therefore, may be deemed to be the beneficial owners of the Ordinary Shares reported in this Schedule 13G. SCU is the sole shareholder of SCHC, and, for purposes of this Schedule 13G, may be deemed a beneficial owner of the Ordinary Shares reported herein. In accordance with SEC Release No 34-39538 (January 12, 1998)(the "Release") this 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of Sculptor Capital LP and its subsidiaries and affiliates. It does not include securities, if any, beneficially owned by other business units whose beneficial ownership of securities are disagreggated from that of the Reporting Business Units in accordance wthe Release. The percentages reported in this Schedule 13G have been calculated based on 17,000,000 Common Shares outstanding, as set forth in the Issuer's 10-Q filed May 13, 2025.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Item 6
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sculptor Capital LP

Signature:	/s/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	08/14/2025

Sculptor Capital II LP

Signature:	/s/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	08/14/2025

Sculptor Capital Holding Corp

Signature:	/s/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	08/14/2025

Sculptor Capital Holding II LLC

Signature:	/s/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	08/14/2025

Sculptor Capital Management, Inc.

Signature:	/s/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	08/14/2025

Sculptor Master Fund, Ltd.

Signature:	/s/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	08/14/2025

Sculptor Special Funding, LP

Signature:	/s/ Ellen Conti
Name/Title:	Ellen Conti / Chief Financial Officer
Date:	08/14/2025

FAQ

How many Colombier Acquisition Corp. II (CLBR) shares do the Sculptor entities report owning?

The Sculptor reporting group reports beneficial ownership of 265,364 Class A Ordinary Shares.

What percentage of CLBR does 265,364 shares represent?

The filing states this equals 1.56% of the class based on 17,000,000 common shares outstanding.

Do the Sculptor entities have sole voting or dispositive power over the CLBR shares?

No. The filing reports 0 sole voting power and 0 sole dispositive power, with shared voting and dispositive power of 265,364 shares.

Was the CLBR stake acquired to influence control of the issuer?

Per Item 10, the signatory certifies the securities were not acquired and are not held to change or influence control of the issuer.

Which Sculptor entities are listed as reporting persons on the Schedule 13G/A?

Reported entities include Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., Sculptor Master Fund, Ltd. and Sculptor Special Funding, LP.