[SCHEDULE 13G] Colombier Acquisition Corp. III Passive Investment Disclosure (>5%)
Sculptor Capital discloses 5.74% stake in Colombier III
Sculptor Capital and affiliated entities reported a passive stake in Colombier Acquisition Corp III, disclosing beneficial ownership of 1,500,000 Units, or 5.74% of the class.
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Sculptor Capital and affiliated entities reported a passive stake in Colombier Acquisition Corp III, disclosing beneficial ownership of 1,500,000 Units, or 5.74% of the class. Each Unit consists of one Class A ordinary share and one-eighth of one redeemable warrant.
The 5.74% figure is based on 26,000,000 Units outstanding as set forth in the issuer’s 424B4 filed on February 4, 2026. Sculptor Capital LP and Sculptor Capital II LP act as investment managers to the accounts that hold these Units and share voting and dispositive power over them.
The filing certifies that the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer, indicating a passive investment intent under Schedule 13G.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake did Sculptor Capital report in Colombier Acquisition Corp III (CLBR)?
Sculptor Capital and affiliates reported beneficial ownership of 1,500,000 Units, representing 5.74% of Colombier Acquisition Corp III’s Unit class. This percentage is calculated using 26,000,000 Units outstanding, as disclosed in the issuer’s 424B4 filed on February 4, 2026.
What securities are covered by Sculptor Capital’s Schedule 13G in CLBR?
The Schedule 13G covers Units of Colombier Acquisition Corp III, with each Unit consisting of one Class A ordinary share and one-eighth of one redeemable warrant. Sculptor Capital’s reported 1,500,000 Units reflect beneficial ownership of these combined security packages.
Does Sculptor Capital have control over how the CLBR Units are voted and sold?
The reporting entities disclose shared power to vote and dispose of 1,500,000 Units, and no sole power. Sculptor Capital LP and Sculptor Capital II LP act as principal investment managers to the accounts that hold the Units and may be deemed beneficial owners.
Is Sculptor Capital’s investment in Colombier Acquisition Corp III considered passive?
Yes. The certification states the securities were not acquired and are not held to change or influence control of Colombier Acquisition Corp III. They are reported on Schedule 13G, which is used for qualifying passive ownership positions above 5% of a class.
How was Sculptor Capital’s 5.74% ownership in CLBR calculated?
The filing states that the 5.74% interest is based on 26,000,000 Units outstanding, as set forth in Colombier Acquisition Corp III’s 424B4 filed on February 4, 2026. Sculptor Capital and affiliates beneficially own 1,500,000 of those Units.
Which Sculptor Capital entities are listed as reporting persons for the CLBR stake?
Reporting persons include Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., and Sculptor Master Fund, Ltd., reflecting the investment manager, parent, and fund structure.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Colombier Acquisition Corp III
(Name of Issuer)
Units, each consisting of one Class A ordinary share and one-eighth of one redeemable warrant
(Title of Class of Securities)
0000000000
(CUSIP Number)
02/04/2026
(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.
0000000000
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
1,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000.00
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)
5.74 %
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.
0000000000
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
1,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000.00
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)
5.74 %
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.
0000000000
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
1,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000.00
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)
5.74 %
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.
0000000000
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
1,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000.00
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)
5.74 %
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.
0000000000
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
1,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000.00
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)
5.74 %
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.
0000000000
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
1,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000.00
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)
5.74 %
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
Item 1.
(a)
Name of issuer:
Colombier Acquisition Corp III
(b)
Address of issuer's principal executive offices:
375 South County Road, Suite 220 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:
Units, each consisting of one Class A ordinary share and one-eighth of one redeemable warrant
(e)
CUSIP No.:
0000000000
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:
1,500,000
(b)
Percent of class:
5.74%
(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:
1,500,000
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,500,000
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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 Schedule 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 disaggregated from that of the Reporting Business Units in accordance with the Release.
The percentages reported in this Schedule 13G have been calculated based on 26,000,000 Units outstanding, as set forth in the Issuer's 424B4 filed February 4, 2026.
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)(K), so indicate under Item 3(k) 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.
