SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Colombier Sponsor II LLC

(Last) (First) (Middle)
214 BRAZILIAN AVENUE
SUITE 200J

(Street)
PALM BEACH FL 33480

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COLOMBIER ACQUISITION CORP. II [ CLBRU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/24/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares (1) 11/24/2023 J(2) 62,500 (1) (1) Class A Ordinary Shares 62,500 (1) 4,250,000 D(3)
1. Name and Address of Reporting Person*
Colombier Sponsor II LLC

(Last) (First) (Middle)
214 BRAZILIAN AVENUE
SUITE 200J

(Street)
PALM BEACH FL 33480

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Malik Omeed

(Last) (First) (Middle)
214 BRAZILIAN AVENUE
SUITE 200-A

(Street)
PALM BEACH FL 33480

(City) (State) (Zip)
Explanation of Responses:
1. As described in the registration statement on Form S-1 (File No. 333-274902) of Colombier Acquisition Corp. II (the "Issuer") under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
2. As contemplated in connection with the initial public offering of the Issuer, 62,500 Class B ordinary shares held directly by Colombier Sponsor II LLC (the "Sponsor") were returned by the Sponsor to the Issuer for no consideration and cancelled, because the underwriters' over-allotment option was not exercised in full.
3. The Sponsor is the record holder of the securities reported herein. Omeed Malik, the Chief Executive Officer and Chairman of the Issuer, is the manager of Omeed Malik Advisors LLC, the managing member of the Sponsor and has voting and investment discretion with respect to the securities held of record by the Sponsor. As such, Mr. Malik may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Malik disclaims any beneficial ownership except to the extent of his pecuniary interest therein.
/s/ Omeed Malik, Manager of Omeed Malik Advisors LLC, Managing Member of Colombier Sponsor II LLC 11/28/2023
/s/ Omeed Malik 11/28/2023
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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