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 8.01. Other Events.
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.
Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 150,000 units (the “Private Placement Units”) to Colombier Sponsor III LLC, the Company’s sponsor, at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $1,500,000.
A total of $299,000,000, or $10.00 per Unit, comprised of $ 298,825,000 of the net proceeds from the IPO (which amount includes up to $3,000,000 of the underwriter’s deferred discount which amount may be reduced to $850,000 in certain circumstances, pursuant to the terms of the underwriting agreement, dated February 3, 2026, by and between the Company and Roth Capital Partners, LLC, as the representative of the several underwriters) 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.
An audited balance sheet as of February 5, 2026 reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Audited Balance Sheet as of February 5, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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 Financial Officer | ||
Dated: February 11, 2026
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