Colombier Acquisition Corp. III 8-K

What Happened
Colombier Acquisition Corp. III announced the closing of its initial public offering on February 5, 2026. The company sold 29,900,000 units at $10.00 per unit (including 3,900,000 units from the underwriters’ full over‑allotment), generating gross proceeds of $299,000,000. Each unit consists of one Class A ordinary share and one‑eighth of a redeemable warrant (each full warrant exercisable to buy one Class A share at $11.50). The company entered into underwriting, warrant, trust, registration rights, private placement and related agreements in connection with the offering.

Key Details

• IPO size: 29,900,000 units at $10.00 per unit; gross proceeds $299,000,000 (Feb 5, 2026).
• Warrants: one‑eighth of a warrant per unit; each whole warrant exercisable at $11.50 per share.
• Private placement: 150,000 units sold to Sponsor for $10.00 per unit, raising $1,500,000 (exempt from registration); $175,000 of those proceeds placed into the trust account.
• Trust account: $299,000,000 placed with Continental Stock Transfer & Trust Co.; funds restricted and will generally only be released for completing an initial business combination, share redemptions if no combination within 24 months (or 27 months in certain cases), limited tax/working capital uses and winding up expenses.
• Governance and management: Effective Feb 4, 2026 (NYSE listing), Paul T. Abrahimzadeh named President; Andrew Nasser, Chief Investment Officer; Jordan Cohen, COO. Directors appointed include Donald J. Trump, Jr., Chris Buskirk, Candice Willoughby (Audit Chair), Blake Masters (Nominating & Gov’t Chair), Chamath Palihapitiya, and Laura Ingraham (Compensation Chair). Indemnity agreements executed for directors and officers.

Why It Matters
This filing confirms Colombier III is an active publicly listed blank‑check (SPAC) vehicle with substantial cash in trust ($299M) to pursue an initial business combination. Important investor points: the units include warrants with an $11.50 exercise price (potential future dilution), the trust account restricts use of proceeds until a merger or redemption event, and the sponsor/management and board were named—key for assessing deal sourcing and governance going forward.