Colombier Acquisition Corp. III 8-K

What Happened
Colombier Acquisition Corp. III (CLBR) announced it consummated its initial public offering on February 5, 2026, selling 29,900,000 units at $10.00 per unit (including a full 3,900,000‑unit over‑allotment). The offering generated gross proceeds of $299,000,000. Simultaneously, the company completed a private placement of 150,000 units to its sponsor for $1,500,000. Proceeds totaling $299,000,000 were deposited into a U.S.-based trust account held by Continental Stock Transfer & Trust Company. An audited balance sheet as of February 5, 2026 reflecting these proceeds was filed as Exhibit 99.1.

Key Details

• IPO size: 29,900,000 units sold at $10.00 per unit; includes 3,900,000 units from underwriters’ over‑allotment.
• Gross proceeds: $299,000,000 from the IPO; Private Placement: 150,000 units for $1,500,000 to Colombier Sponsor III LLC.
• Trust funding: $299,000,000 placed in trust (comprised of $298,825,000 net IPO proceeds—which reflects up to $3,000,000 of an underwriter’s deferred discount that may be reduced to $850,000 per the underwriting agreement—and $175,000 from the private placement).
• Unit composition: each unit = 1 Class A ordinary share + 1/8 of a redeemable warrant; each full warrant exercisable to buy one Class A share at $11.50. Underwriting agreement dated Feb 3, 2026, with Roth Capital Partners, LLC as representative.

Why It Matters
For investors, this filing confirms Colombier Acquisition Corp. III has completed its SPAC IPO and has the offering proceeds secured in a trust—an essential step before pursuing a business combination. The private placement to the sponsor and the details about the underwriter’s deferred discount are important for understanding the company’s initial capitalization and potential future expenses. The audited balance sheet filed with the 8‑K verifies the cash placement and provides a snapshot of the company’s post‑IPO financial position.