8-K: Current report
Published on February 5, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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.
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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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| † | 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 |
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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 | |||
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