CLBR SEC filings, in plain English
Everything Colombier Acquisition III has filed with the SEC that we hold — 25 filings, newest first, 23 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Quarterly report (10-Q) for a blank check company (Colombier Acquisition Corp. III) still searching for a business combination target, with updated financial statements and disclosures. Trust account grew to $302.2 million ($10.11 per share) from $299.0 million ($10.00 per share) due to interest income of $4.2 million for six months; net income of $2.4 million for Q2 2026 and $2.8 million year-to-date; compensation expense of $964,000 recorded for founder shares granted to directors; cash outside trust of $1.1 million; no definitive agreement for a business combination has been entered into; the combination period ends February 5, 2028 (extendable to May 5, 2028); deferred underwriting fee payable of up to $3.0 million upon business combination. Why it matters: The filing updates the trust value per share (now $10.11), confirms the SPAC is still in the search phase with no deal, shows minimal operating cash burn, and provides transparency on sponsor costs and capital structure; important for investors tracking redemption value and deal progress.
What changed vs 2026-05-13trust $300.6M → $302.2M +1%trust account, combination deadline, sponsor loans outstanding +11 moved · 3 with no prior record of ours
- Trust account
- $300.6M$302.2M
- Combination deadline
- 2028-02-05 · unchanged
- Sponsor loans outstanding
- $19K · unchanged
- Redeemable shares
- 29.9M · unchanged
SpacBrain reads this as $1,657,683 was added to the trust between the two filings.
The clause …“insurance 126,408 — Deferred offering costs — 125,508 Marketable securities held in Trust Account 302,230,189 — Total Assets $ 303,722,700 $ 125,508 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and”…
The clause …“of intent, agreement in principle or definitive agreement for an initial Business Combination by February 5, 2028), or until such (x) earlier date as our Board may approve or (y) later date as our shareholders may approve, pursuant”…
The clause …“Initial Public Offering. As of February 5, 2026, the Company had outstanding borrowings of $ 19,025 under the IPO Promissory Note, which was due on demand. On February 6, 2026, the Company repaid the outstanding borrowings under the”…
The clause “5, there were 150,000 Class A Ordinary Shares issued and outstanding, excluding 29,900,000 Class A Ordinary Shares subject to possible redemption and no Class A Ordinary Shares, respectively. As of June 30, 2026 and December 31, 2025,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly report on Form 10-Q for Colombier Acquisition Corp. III for the three months ended March 31, 2026, filed May 13, 2026. First quarterly report post-IPO (IPO closed February 5, 2026). Trust account funded with $299,000,000, now $300,572,506 (including $1,572,506 interest). Net income of $366,020 driven by interest income. Cash outside trust of $237,175. No definitive business combination agreement entered into as of March 31, 2026. Sponsor granted 400,000 founder shares to directors, recorded $964,000 compensation expense. IPO promissory note repaid. Why it matters: Confirms trust value of $10.02 per share, redemption deadline of February 5, 2028 (or May 5, 2028 with executed LOI). No deal progress reported. Sponsor conduct appears standard with no material red flags. Investors can track trust value and timeline for potential redemption or extension.
What changed: Form 8-K current report (Item 8.01 Other Events) accompanied by Exhibit 99.1 press release. The filing announces a mechanical listing update: commencing March 27, 2026, holders of units sold in the initial public offering may elect to separately trade the Class A ordinary shares and warrants. Each unit consists of one Class A ordinary share, par value $0.0001 per share, and one-eighth of one redeemable warrant, with each whole warrant entitling the holder to purchase one share at an exercise price of $11.50 per share. Separation must be initiated through brokers contacting Continental Stock Transfer & Trust Company, and no fractional warrants will be issued upon splitting. This administrative event does not change the trust account balance, redemption schedule, extension mechanics, business combination status, or sponsor conduct. The press release describes the registrant as a blank check company formed to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination, and notes management expects to focus on a target in an industry where its expertise will provide a competitive advantage. Why it matters: Unbundling creates independent liquidity and price discovery channels for equity versus leverage, which can influence secondary market trading volumes, warrant valuation metrics, and the relative cost of holding vs. redeeming shares ahead of the February 5, 2028 business combination deadline. For investors monitoring capital deployment velocity, the filing confirms standard NYSE-listing compliance and operational continuity during the extended search period, but provides no signal regarding target identification, transaction financing, or shifts in corporate governance. The report was executed by Chief Executive Officer Omeed Malik on behalf of the registrant.
What changed: A Form 8-K Current Report and accompanying audited balance sheet (Exhibit 99.1) documenting the consummation of an Initial Public Offering. The Company states that on February 5, 2026, it closed its IPO of 29,900,000 units at $10.00 per unit, generating $299,000,000 in gross proceeds. Simultaneously, the sponsor purchased 150,000 private placement units for $1,500,000. The filing discloses that exactly $299,000,000 was deposited into the U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, equating to $10.00 per unit. Management establishes a 24-month completion window from the February 5, 2026 closing date, with a formal provision to extend to 27 months if a letter of intent, agreement in principle, or definitive agreement is executed within the initial 24 months. The audited balance sheet shows $1,237,720 in non-trust cash against $473,572 in current liabilities. The auditor's report and management notes disclose a going concern warning, stating the entity lacks sufficient working capital to sustain operations for a reasonable period (defined as one year) absent a business combination. The sponsor holds 9,966,667 Class B founder shares, and the underwriters carry a deferred fee of up to $3,000,000. No acquisition target has been identified. Why it matters: The $299,000,000 trust balance permanently caps the maximum aggregate redemption amount and establishes the baseline for target acquisition valuations, which management specifies must equal at least 80% of trust assets (excluding deferred underwriting commissions and taxes payable on income earned) at the time of agreement. The fixed 24-to-27-month deadline dictates the precise redemption calendar, triggering statutory liquidation procedures if no qualifying extension agreement is executed by early 2028. The going concern qualification underscores that post-IPO working capital is limited to the $1,237,720 outside the trust, heightening urgency to execute a transaction or deploy the available $1,500,000 in convertible working capital loans (convertible at $1.50 per warrant). Sponsor conduct is structured through non-redeemable founder shares, preserving economic alignment while acknowledging that directors received membership interests valued at $964,000 for equity compensation. The filing also notes exposure to geopolitical disruptions, including the Russia-Ukraine conflict, the Israel-Hamas conflict, and policy changes under the Trump administration citing the One Big Beautiful Bill Act, which management states could adversely affect the search for a combination. For redemption-tracking investors, this filing locks in the trust liquidity, confirms the expiration timeline, and formally documents the pre-deal liquidity risk that could force a vote to liquidate rather than invest.
What changed: Schedule 13G (beneficial ownership report) listing multiple affiliated entities of Sculptor Capital as reporting persons. The filing identifies Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, and Sculptor Capital Management, Inc. as holders, but the provided excerpt contains no share quantities, percentage thresholds, acquisition dates, or stated investment purposes. It does not modify the SPAC’s SEARCHING status, the $10.02 trust per share, or the 2028-02-05 redemption deadline. No extension mechanics, redemption triggers, deal progress updates, or sponsor conduct alterations are documented. Why it matters: The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; the only substantive assertion attributed to the filers is that the named Sculptor Capital entities maintain beneficial ownership in CLBR. For a SPAC currently in the SEARCHING phase, the disclosure of a dedicated investment management vehicle signals that institutional capital is being tracked at the ownership level ahead of any target announcement. Investors monitoring the redemption calendar and trust valuation should watch for subsequent Schedule 13G/A amendments that will disclose exact share counts, aggregate percentage positions, and whether the holders intend to pursue governance engagement, finance extensions, or coordinate voting behavior ahead of shareholder redemptions or business combination approvals.
What changed: A Form 8-K filed by Colombier Acquisition Corp. III on February 5, 2026 reporting the consummation of its initial public offering and the execution of the related SPAC formation and governance agreements. It includes the underwriting agreement, amended and restated memorandum and articles of association, warrant agreement, investment management trust agreement, registration rights agreement, private placement units purchase agreement, insider letter agreement, administrative support agreement, form of indemnity agreement, and two IPO press releases. The company closed its IPO of 29,900,000 units, including full exercise of the 3,900,000-unit over-allotment, at $10.00 per unit, generating $299,000,000 in gross proceeds. Per the filing and closing press release, $299,000,000 was placed in trust, comprised of $298,825,000 of IPO net proceeds plus $175,000 of private placement proceeds, or $10.00 per unit sold in the offering. Sponsor Colombier Sponsor III LLC purchased 150,000 private placement units for $1,500,000. The company also appointed Paul T. Abrahimzadeh as President, Andrew Nasser as Chief Investment Officer and Jordan Cohen as Chief Operating Officer, and appointed Donald J. Trump Jr., Chris Buskirk, Candice Willoughby, Blake Masters, Chamath Palihapitiya and Laura Ingraham to the board. It adopted amended Cayman governing documents and entered into the warrant, trust, registration rights, private placement, letter, administrative support and indemnity agreements. The trust release terms begin: funds are held until the earliest of a business combination, redemption if no combination closes within 24 months of the IPO closing (27 months if a letter of intent or definitive agreement is executed within 24 months), or a shareholder-approved amendment triggering redemption. Why it matters: This filing starts Colombier III's 24-month business-combination clock, which based on the February 5, 2026 IPO closing yields the stated February 5, 2028 deadline absent extension. It establishes the $299,000,000 trust baseline from which future per-share redemption values, the 80%-of-trust target fair market value test, and deferred underwriting payments are measured. It also defines the public shareholder redemption mechanics, the $11.50 warrant strike and five-year post-combination warrant term, sponsor lock-ups and forfeiture obligations, and the board and management team responsible for the target search. For investors tracking trust value and deadlines, this is the foundational event for the entire redemption calendar.
What changed: Form 4 insider ownership report filed by director Malik Omeed and affiliated entities Knights Court LLC and Colombier Sponsor III LLC documenting secondary-market equity transactions. According to the filing, Malik Omeed, Knights Court LLC, and Colombier Sponsor III LLC completed an open-market purchase on 2026-02-05 for 150,000 shares at $10 per share. Post-transaction, the reporting persons collectively hold 10,116,667 shares. The document does not amend the stated redemption deadline of 2028-02-05, references no extension proposal, and leaves the reported trust value of $10.02 per share and the SEARCHING status unchanged. Why it matters: The filing reports director and sponsor affiliate accumulation on the secondary exchange, which attributes management confidence to the ongoing target evaluation process, but because the transaction occurred outside the trust account and involves no primary capital raising, warrant exercise, or shareholder vote, it exerts zero mechanical pressure on the redemption calendar, trust liquidity, or sponsor voting control. The $10.02 trust/share metric and the February 2028 expiration proceed unmodified, and the reported 10,116,667 share balance does not cross any threshold that would trigger special liquidation, conversion, or governance provisions under standard SPAC operating agreements.
What changed: A Joint Filing Agreement (Exhibit 99.1) executed on February 5, 2026, among Colombier Sponsor III LLC, Omeed Malik, and Knights Court LLC, establishing joint responsibility for the timely submission and factual accuracy of a Schedule 13D disclosing their respective beneficial ownership positions in Class A ordinary shares, $0.0001 par value, of Colombier Acquisition Corp. III as of that date. No redemption calendar adjustments, trust distribution triggers, extension proposals, or target-selection milestones are introduced. The filing serves exclusively as an administrative coordination mechanism confirming that three reporting entities will treat a single Schedule 13D as collectively satisfying their Section 13(d) disclosure obligations. Omeed Malik signs both individually and in his capacity as Manager of Knights Court LLC, which the agreement identifies as the Managing Member of Colombier Sponsor III LLC. No tender activity, capital deployment, or shareholder voting intent is referenced. Why it matters: For investors tracking exit windows, liquidity preservation, or sponsor fiduciary behavior, this document transmits zero directional signal. It contains no assertions regarding customer pipelines, contracted or projected revenue, total addressable market estimates, product roadmaps, proprietary engineering, strategic alliances, regulatory hurdles, or executive leadership changes. All structural descriptions—such as the management hierarchy linking Knights Court LLC to the sponsor vehicle and Omeed Malik’s dual execution authority—are limited to the signing block and carry no predictive weight for deal progression timing or trust integrity metrics.
What changed: A final prospectus filed pursuant to Rule 424(b)(4) for the initial public offering of a blank check company (SPAC), Colombier Acquisition Corp. III. This is the first public filing pricing and launching the IPO of 26,000,000 units at $10.00 per unit, raising $260,000,000, placed into trust at $10.02 per share as of the December 31, 2025 filing date. The trust per-share value at that date per the corporation's own analysis (assuming no exercise of the over-allotment and assuming no redemptions) is shown as $10.02. The company has a 24-month deadline to close a business combination (extendable to 27 months with a signed letter of intent), with no automatic monthly extension provisions. The deadline runs from the closing of this offering, anticipated February 5, 2026, making the base deadline February 2028. Why it matters: This filing establishes the core redemption mechanics and trust value for the SPAC's lifecycle. Investors need the $10.02 trust value (per the prospectus's own December 31, 2025 balance sheet capsule) and the 24-27 month deadline to track redemption risk. The prospectus discloses that the sponsor paid $0.003 per founder share, creating a massive dilution incentive. The sponsor (Colombier Sponsor III LLC, controlled by Omeed Malik) will own 25.3% of post-offering shares for a $25,000 investment plus $1.5 million in private placement units. The underwriter (Roth Capital) receives 260,000 founder shares as compensation instead of a cash discount. The document details a 15% cap on any single shareholder's redemption if a shareholder vote is used. The search strategy explicitly targets the 'EIG' (Entrepreneurship, Innovation, Growth) economy in sectors like AI, defense tech, and domestic manufacturing. Names on the lock-up agreement include Donald J. Trump, Jr., Chamath Palihapitiya, Blake Masters, and Laura Ingraham.
What changed: SEC Form 3, a routine compliance exhibit that functions as an initial statement of beneficial ownership to report insider stock transactions and holdings. The filing states that director Masters Blake reported no non-derivative transactions or holdings. This leaves the redemption calendar, trust composition, target acquisition timeline, and sponsor behavior unchanged. Why it matters: Shareholders tracking capital structure and insider alignment receive confirmation that a listed director has not adjusted their equity position. In a SEARCHING-phase vehicle, static insider filings prevent assumptions about pre-deal accumulation and confirm routine Section 16 compliance. The text contains no forward-looking statements, customer claims, revenue metrics, partnership announcements, litigation updates, or personnel changes beyond the reported director name. As a mandatory periodic disclosure, it sustains transparency without altering shareholder redemption economics or triggering extension considerations.
What changed: A Securities Exchange Act Form 3, classified as a routine insider ownership compliance exhibit, formally recording the initial or updated beneficial ownership statements for issuer Colombier Acquisition Corp. III. Director Willoughby Candice submitted the filing disclosing zero non-derivative transactions and no adjustments to existing shareholdings. This registers no shift in insider capital commitment, leaving sponsorship alignment static ahead of the 2028-02-05 business combination deadline. The submission does not amend tracked treasury valuations, introduce extension provisions, alter redemption eligibility windows, or disclose any deal-progress milestones, target selection updates, or sponsor forfeiture events. Why it matters: For investors monitoring liquidation calendars and sponsor behavior, the absence of share purchases signals no active price support or confidence-building buys, while the absence of sales eliminates near-term liquidity-leakage risk before a potential merger announcement or shareholder vote. The document contains no assertions regarding customer acquisition, revenue run-rate, total addressable market sizing, corporate strategy, proprietary technology, strategic partnerships, ongoing litigation, or key personnel changes; consequently, no chief executive, board member, sponsor representative, or external advisor has attributed operational, financial, or contractual claims to this submission. Because it records only statutory compliance with zero activity, it carries low immediate pricing impact but preserves the baseline trust floor of $10.02 and the 2028-02-05 expiration boundary without triggering mandatory redemption thresholds or voluntary extension votes.
What changed: A Securities and Exchange Commission Form 3 (initial statement of beneficial ownership) and routine compliance exhibit submitted on behalf of Paul T. Abrahimzadeh, President of Colombier Acquisition Corp. III. According to the SEC filing, there were 'No non-derivative transactions or holdings reported.' As of the 2026-02-03 submission date logged under index 0001213900-26-011705, the President disclosed zero additions, deletions, or modifications to his reported beneficial ownership. This report updates neither the redemption calendar, the trust accounting mechanics, any extension timeline, nor the sponsor’s target search progress. Why it matters: Because the reporting person listed no non-derivative transactions or holdings, the filing provides no intelligence on executive alignment, early accumulation, or market purchases ahead of a business combination. According to the document, the baseline insider position remains static, leaving investors without actionable signals regarding how management intends to navigate the SEARCHING phase or manage shareholder redemption pressure. The exhibit serves strictly to confirm the current ownership baseline as of the reported date without altering SPAC operational mechanics or deal velocity.
What changed: SEC Form 8-A for registration of certain classes of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934. This filing is a routine compliance exhibit registering NYSE-traded Units (each comprising one Class A ordinary share and one-eighth of a redeemable warrant), Class A ordinary shares ($0.0001 par value), and whole warrants (exercises priced at $11.50 per share). Chief Executive Officer Omeed Malik signed the registration on February 3, 2026, incorporating the security descriptions from the original Form S-1 prospectus (File No. 333-290932) filed October 17, 2025. Regarding mechanics: the document makes no amendments to the redemption calendar, does not alter the trust value per share, proposes no business combination, and reports no extension requests or sponsor conduct changes. Regarding other substance: the filing contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: The registration mechanically locks in the $11.50 warrant strike and unit structure for exchange trading, confirming downstream dilution and capital call parameters without impacting the existing liquidation timeline or trust floor. As an administrative listing confirmation, it carries zero commercial, strategic, or litigation weight and requires no adjustment to redemption or extension monitoring protocols.
What changed: A Form 3 initial statement of beneficial ownership, classified in its own terms as an insider ownership report filed pursuant to Section 16(a) for Colombier Acquisition Corp. III. The SEC submission records that reporting person Laura Ingraham, identified as a director, disclosed no non-derivative transactions or holdings. Consequently, the filing introduces no changes to insider equity positions, and contains no data, votes, or communications relevant to shareholder redemption deadlines, trust account balances, merger extensions, target acquisition milestones, or sponsor conduct adjustments. Why it matters: As a mandatory compliance exhibit, the report establishes a verified baseline of director ownership during the SPAC’s searching phase. Confirming that a director held zero reported transactions preserves the existing transparency framework for public investors tracking potential conflicts of interest or capital commitment signals, while leaving the company’s operational timeline, redemption mechanics, and fundraising posture entirely unchanged pending a formal business combination announcement.
What changed: This document IS a Form 3 insider ownership report. No mechanical or structural adjustments were recorded for Colombier Acquisition Corp. III. Reporting person Jordan Cohen, Chief Operating Officer, submitted zero non-derivative transactions or holding disclosures for the reporting window dated 2026-02-03. Consequently, there were no shifts in sponsor conduct, insider equity positioning, trust account allocations, redemption mechanics, extension parameters, or target acquisition progress. Why it matters: For shareholders tracking the 2028-02-05 redemption deadline and the stated $10.02 per share trust value, this submission functions as a routine administrative record that leaves both the calendar and the per-share trust benchmark completely unadjusted. Attributed entirely to the Form 3 filing, the document contains no assertions regarding customer pipelines, revenue streams, market size estimates, strategic pivots, proprietary technology, commercial partnerships, active litigation, or executive departures. While mechanically inert for the redemption schedule, the absence of insider trading activity by the COO provides a verified compliance baseline; material developments would require subsequent proxy materials, business combination declarations, or amendment notices that alter the 2028-02-05 cutoff or modify distribution math around the existing $10.02 trust floor.
What changed: SEC Form 3 — insider ownership report filed for Colombier Acquisition Corp. III, identifying reporting person Joseph Voboril in his capacity as Chief Financial Officer. Per the filing text, there are "No non-derivative transactions or holdings reported." Consequently, the reporting person’s equity positions remain static, producing no alteration to the trust composition, the stated trust-per-share value, the 2028-02-05 deadline, or the ongoing SEARCHING status. Why it matters: For investors monitoring sponsor conduct and redemption mechanics, this administrative disclosure confirms the CFO has not purchased, sold, or otherwise adjusted personal equity stakes on this date. It does not advance a de-SPAC transaction, trigger a voluntary extension, or modify shareholder redemption windows. Beyond standard officer identification, the document contains no claims regarding customer relationships, revenue streams, total addressable market size, strategic technology initiatives, commercial partnerships, active litigation, or material personnel changes.
What changed: A Form 3 initial statement of beneficial ownership filed with the SEC that records the insider equity position of director Chamath Palihapitiya for Colombier Acquisition Corp. III. The filing text explicitly states that 'No non-derivative transactions or holdings reported' were submitted by the reporting person. Accordingly, there are no disclosed changes to sponsor conduct, no updates to redemption mechanics, no modifications to the $10.02 trust/share composition, and no revisions to the 2028-02-05 deadline. The document contains zero operational, financial, or strategic assertions. Why it matters: For investors monitoring redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this administrative submission confirms the absence of any newly reported insider acquisitions or disposals that would signal management alignment, capital deployment intent, or merger-stage signaling. It does not advance the target search, adjust extension parameters, or alter trust accounting procedures. Its informational utility is limited to verifying routine regulatory compliance without impacting redemption liquidity modeling or sponsorship behavior assessments.
What changed: SEC Form 3 — initial statement of beneficial ownership of securities. The filing states 'No non-derivative transactions or holdings reported' for Director Buskirk Christopher, leaving the insider equity baseline unchanged and producing no mechanical impact on the SPAC’s trust structure, redemption timeline, or sponsor alignment. Why it matters: This is a routine administrative confirmation establishing the named director’s starting position. Because the form discloses zero reported holdings, it offers no signal regarding target identification, commercial traction, technology strategy, litigation, or sponsorship conduct, and does not alter the ongoing SEARCHING status or existing trust mechanics.
What changed: Form 3, a routine compliance exhibit for insider ownership reporting. The filing attributes to the reporting person, Nasser Andrew (Chief Investment Officer), that there are 'No non-derivative transactions or holdings reported.' Accordingly, there are no adjustments to the SPAC’s mechanical framework: the redemption deadline remains at February 5, 2028, the trust value per share stays at $10.02, the entity retains SEARCHING status, and no business combination milestones or sponsor conduct developments are documented. Why it matters: This standard Section 16(a) disclosure confirms baseline executive equity exposure without introducing operational catalysts. Because the listing reports zero acquisitions, disposals, or pledge activities, the filing neither accelerates the target identification timeline, triggers extension or trust distribution mechanisms, impacts shareholder redemption pricing, nor signals a shift in sponsor alignment. The document contains no additional substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or further personnel beyond the identified Chief Investment Officer title.
What changed: Form 3 — insider ownership report. The filing explicitly states that reporting person Donald J. Trump Jr. (director) executed 'No non-derivative transactions or holdings reported.' It provides no mechanical updates regarding Colombier Acquisition III’s redemption calendar, trust value, February 5, 2028 deadline, extension mechanisms, target acquisition progress, or sponsor conduct. Why it matters: An explicit zero-transaction Form 3 for a named director eliminates speculation that private share accumulation or warrant positioning is shifting ahead of the redemption window. For investors tracking capital preservation thresholds, sponsorship alignment, and potential liquidity events, this routine compliance exhibit maintains the established baseline: the entity remains in a neutral search posture without insider positional adjustments that would otherwise foreshadow a de-SPAC transaction timeline, alter expected redemptive behavior, or introduce governance shifts. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
What changed: SEC Form 3 initial insider ownership report. Per the filing’s reporting persons, Colombier Sponsor III LLC, Knights Court LLC, and director/CEO Malik Omeed are each registered as 10% owners. The document explicitly states there are no non-derivative transactions or holdings changes. Consequently, the redemption deadline remains 2028-02-05, the trust value per share remains $10.02, and the SPAC maintains a SEARCHING status with no announced business combination or extension. Why it matters: Attributed entirely to the issuer’s routine compliance submission, this disclosure formalizes baseline promoter equity without moving any SPAC mechanical levers. It confirms insider positioning but does not trigger redemptions, adjust the trust account, or shift liquidation timelines. For investors tracking sponsor conduct or deal progress, the filing establishes a transparent starting point but offers no signal regarding redemption windows, trust distribution schedules, or extension viability. Any future change in control, pledge, or transactional activity must await subsequent Form 4 reports.
What changed: Amendment No. 1 to Form S-1 Registration Statement (S-1/A) for a proposed initial public offering (IPO) by a blank-check company, Colombier Acquisition Corp. III. This is a registration statement for a new SPAC IPO, not a transaction document. This is an initial filing (Amendment No. 1 to S-1), not a change to a previous filing. It establishes the prospectus for a new SPAC seeking to raise $260 million ($10.00 per unit). Key terms include: a 24-month (or 27-month if a definitive agreement is signed) deadline; a trust per-share value of $10.02 as of December 31, 2025; the sponsor (Colombier Sponsor III LLC) purchased 9,966,667 founder shares for $25,000 and 150,000 private placement units for $1,500,000; the sponsor will receive a monthly administrative fee of $10,000; Roth Capital Partners will receive 260,000 founder shares as upfront underwriting compensation; and the underwriters have a 45-day over-allotment option for up to 3,900,000 additional units. The company has not selected a target nor initiated substantive discussions. The prospectus contains extensive risk factors regarding redemption rights, dilution, and the company's status as a blank-check company. Why it matters: This filing provides the complete terms of a new, large SPAC IPO. It defines the timeline for a business combination (24-27 months), the trust value ($10.02), all sponsor compensation, and the lock-up provisions. For an investor tracking a new SPAC, this is the foundational document. It details the sponsor's nominal cost basis ($0.003 per founder share), the potential dilution to public shareholders from the founder shares and warrants, and the sponsor's financial incentives to close a deal. It also lays out the redemption mechanics and the company's broad investment focus (including software, AI, defense tech, etc.), noting the leadership's previous deals with GrabAGun and PublicSquare. The trust is $10.02, not $10.00.
What changed: Registration statement on Form S-1 for an initial public offering of 26,000,000 units (up to 29,900,000 if the underwriters' over-allotment is exercised in full) of Colombier Acquisition Corp. III, a blank-check company formed for the purpose of effecting a business combination. The document includes a preliminary prospectus describing the offering, terms of the securities (units consisting of one Class A ordinary share and one-eighth of one warrant), trust account mechanics, redemption rights, sponsor compensation, conflicts of interest, and risk factors. New SPAC IPO registration. The company has not selected any target and has not initiated any substantive discussions with any target. Trust per-share value is set at $10.00, derived from the $10.00 per-unit offering price. The completion window is 24 months from the closing of the offering (extendable to 27 months if a letter of intent, agreement in principle or definitive agreement is executed within 24 months) with a stated expectation not to extend beyond 36 months. Sponsor purchased founder shares at $0.003 per share; sponsors and directors are subject to lock-up restrictions. A 15% cap on redemptions by any single shareholder (together with affiliates) applies if a shareholder vote is sought. Director nominees include Donald J. Trump, Jr., Laura Ingraham, Chamath Palihapitiya, Blake Masters, Chris Buskirk, and Candice Willoughby. The filing also discloses that Roth Capital Partners will receive founder shares as underwriting compensation. Why it matters: This S-1 establishes the initial terms and structure of a new SPAC with a prominent sponsor and board. Investors should note the nominal founder share cost ($0.003), the 15% redemption limitation during a shareholder vote, the absence of a target, and the standard 24-month deadline. The trust value is set at $10.00 per share; no trust value changes or extension votes are reported. The filing provides material information on sponsor incentives, conflicts of interest, and dilution risks.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.