Total Gross Proceeds of $299,000,000 Million, Including Underwriter Over-Allotment New York, NY, Feb. 05, 2026 (GLOBE NEWSWIRE) -- Colombier Acquisition Corp. III (the “Company”) (NYSE: CLBR U) announced today that it closed its initial public offering of 29,900,000 units, including 3,900,000 units offered pursuant to the exercise of the underwriters’ over-allotment option. The offering was priced at $10.00 per unit, generating total gross proceeds of $299,000,000. Each unit consists of one Class A ordinary ...

Colombier Acquisition Corp. III announced the pricing of its initial public offering of 26.00 million units at a price of $10.00 per unit.The units will be listed on the New York Stock Exchange (NYSE) and trade under the ticker symbol CLBR U beginning on February 4, 2026. Each unit consists of one Class A ordinary share and one-eighth of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share. After the securities comprising the unit ...

Group 1 - The Company, Colombier Acquisition Corp. III, has announced the pricing of its initial public offering (IPO) of 26,000,000 units at a price of $10.00 per unit, with trading set to begin on February 4, 2026, under the ticker symbol "CLBR U" on the NYSE [1] - Each unit consists of one Class A ordinary share and one-eighth of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of $11.50 per share [1] - The Company is a blank check company formed to effect a merger, capital share exchange, asset acquisition, share purchase, reorganization, or similar business combination, focusing on industries where its management team has expertise [2] Group 2 - The management team includes experienced capital markets professionals, with key figures such as CEO Omeed Malik and board members including Donald J. Trump Jr. and Chamath Palihapitiya [3] - Roth Capital Partners is acting as the sole book running manager and representative of the underwriters for the offering, which includes a 45-day option for underwriters to purchase an additional 3,900,000 units [4] - A registration statement for these securities was declared effective by the U.S. Securities and Exchange Commission (SEC) on January 30, 2026 [6]

Group 1 - Colombier Acquisition Corp. III, a SPAC supported by Omeed Malik, filed for an IPO with the SEC, aiming to raise $260 million by offering 26 million shares at $10 each [1] - The company plans to list its units on the New York Stock Exchange under the ticker "CLBR U," with Roth Capital acting as the underwriter for the offering [1] - Units in the SPAC context typically consist of one common stock and a fraction of a warrant, allowing investors to trade them separately after the initial purchase [1] Group 2 - 1789 Capital, co-founded by Omeed Malik and Chris Buskirk in 2022, aims to fund the next chapter of American exceptionalism, with Malik being a significant donor to Donald Trump's campaign [2] - Chamath Palihapitiya, a notable figure on Wall Street known for leading high-profile SPAC transactions, is also a board member of Colombier Acquisition Corp. III [2] - The IPO represents a recent investment move by the Trump family, which has previously engaged in various ventures, including a meme coin project and a cryptocurrency company [2]

Core Insights - 1789 Capital, launched in 2022 by Omeed Malik and Chris Buskirk, aims to support American exceptionalism and is associated with Donald Trump's political endeavors [1][7] - SPACs, or special purpose acquisition companies, are utilized to take private companies public while bypassing traditional regulatory scrutiny [2][6] - Colombier Acquisition Corp. III, backed by Omeed Malik, filed for an IPO to raise $260 million by offering 26 million shares at $10 each [7] Company Developments - Donald Trump Jr. is a director at Colombier Acquisition Corp. III and has been a partner at 1789 Capital since November 2024 [7] - GrabAGun, a firearms retailer supported by Donald Trump Jr., went public through a merger with Colombier Acquisition Corp. II, which is also backed by Malik [4][7] - Roth Capital is the underwriter for the offering of Colombier Acquisition Corp. III [4][7] Industry Context - The recent activities of the Trump family include ventures into cryptocurrency and meme coins, indicating a broader strategy in emerging financial markets [2][7] - The trend of using SPACs reflects a growing preference among companies to access public markets with less regulatory burden [2][6]

Financial Performance - For the three months ended March 31, 2025, the company reported a net loss of $48,958, with operating expenses of $1,909,086 offsetting interest income of $1,860,128 [140]. - The company incurred net cash used in operating activities of $462,370 for the three months ended March 31, 2025 [143]. - As of March 31, 2025, the company had approximately $179.49 million in cash and marketable securities held in the Trust Account, including about $9.49 million of interest income [147]. Initial Public Offering - The company completed its Initial Public Offering on November 24, 2023, raising gross proceeds of $170 million from the sale of 17 million units at $10.00 per unit [142]. - The underwriters of the Initial Public Offering are entitled to a cash underwriting fee of $2.55 million, with an additional deferred fee of $5.95 million contingent on the completion of a Business Combination [154]. - The company entered into a Financial Advisory Services Agreement with Roth, with a fee of $510,000 payable upon the closing of the Initial Public Offering, and a deferred fee of up to $1,190,000 contingent on completing a Business Combination [155]. Business Combination - The company has until February 24, 2026, to complete a Business Combination, or it will face mandatory liquidation [150]. - The company entered into a Business Combination Agreement with GrabAGun on January 6, 2025, which involves a merger with multiple entities [136]. - The company plans to use substantially all funds in the Trust Account to complete the Business Combination and for working capital purposes thereafter [147]. Debt and Financing - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2025 [152]. - The company has incurred $280,000 and $910,000 in fees under the Administrative Services Agreement and Services and Indemnification Agreement as of March 31, 2025, respectively [153]. - A Capital Market Advisory Agreement was established with BTIG, allowing for a fee of $1,500,000 payable only if the Business Combination is completed, along with reimbursement of expenses up to $25,000 [156]. - Another Capital Market Advisory Agreement with Roth Capital Partners includes a fee of $1,000,000 payable at the closing of the Business Combination, plus reimbursement of expenses up to $5,000 [157]. Equity and Accounting - Ordinary Shares subject to possible redemption are classified as temporary equity, reflecting certain redemption rights outside the company's control [159]. - Warrants are assessed for classification as either equity or liability instruments based on specific terms, with management concluding that Public Warrants and Private Placement Warrants qualify for equity accounting treatment [160]. - Net (loss) income per Ordinary Share is calculated by dividing net (loss) income by the weighted average number of Ordinary Shares outstanding, excluding accretion associated with redeemable Ordinary Shares [161]. - Management does not anticipate that recently issued accounting standards will materially affect the unaudited condensed financial statements [162]. - The company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures [163].

IPO and Fundraising - The company completed its Initial Public Offering on November 24, 2023, raising gross proceeds of $170,000,000 from the sale of 17,000,000 Units at $10.00 per Unit[24]. - A private sale of 5,000,000 Private Placement Warrants was completed simultaneously, generating an additional $5,000,000[25]. - The total amount placed in the Trust Account is $170,000,000, which includes $167,450,000 from the IPO and $2,550,000 from the Private Placement[25]. - The underwriters received a cash underwriting fee of $2,550,000 and a deferred fee of $5,950,000, contingent upon the completion of a Business Combination[162]. - Roth provided financial advisory services for a fee of $510,000, with a deferred fee of up to $1,190,000 payable upon the closing of a Business Combination[164]. Business Combination Agreement - The GrabAGun Business Combination Agreement includes a total consideration of $150,000,000, comprising $100,000,000 in Pubco Common Stock and $50,000,000 in cash[31]. - The GrabAGun Business Combination will result in the company and GrabAGun becoming wholly-owned subsidiaries of Pubco, which will be publicly traded[30]. - The company must complete its initial Business Combination by February 24, 2026, or face termination and distribution of Trust Account funds[26]. - The transactions are subject to various conditions, including shareholder approval and maintaining at least $5,000,001 in consolidated net tangible assets prior to closing[44]. - The GrabAGun Business Combination Agreement mandates that the board of directors of Pubco will consist of nine members, with specific designations from both the company and GrabAGun[40]. - The GrabAGun Business Combination Agreement is subject to various closing conditions, including the accuracy of representations and warranties related to organization, capitalization, and material adverse effects[46]. - The agreement may be terminated if the closing does not occur by August 1, 2025, or under other customary circumstances[48]. - GrabAGun has agreed to waive any claims against the Company's trust account held for public shareholders[51]. - The fair market value of GrabAGun was determined to be substantially in excess of 80% of the funds in the trust account, satisfying NYSE rules[70]. Financial Performance and Projections - For the year ended December 31, 2024, the company reported a net income of $5,758,466, primarily from interest earned on marketable securities held in the Trust Account, totaling $8,778,260[149]. - As of December 31, 2024, the company had cash and marketable securities in the Trust Account amounting to $177,634,717, including approximately $9,634,717 of interest income[155]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its Business Combination[148]. - The company incurred operating expenses of $3,019,794 for the year ended December 31, 2024[149]. - The company has withdrawn $2 million from the Trust Account for working capital purposes as of December 31, 2024[153]. - The company faces substantial doubt about its ability to continue as a going concern if a Business Combination is not consummated by February 24, 2026[159]. Shareholder Rights and Redemption - The company must ensure net tangible assets are at least $5,000,001 to consummate the initial Business Combination[85]. - Shareholder approval is required if the company issues more than 20% of Class A Ordinary Shares or if certain ownership thresholds are met[77]. - The company will provide Public Shareholders the opportunity to redeem shares either through a general meeting or a tender offer[86]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent[95]. - The company has until February 24, 2026, to complete the initial Business Combination, or it will cease operations and redeem Public Shares at a per-share price equal to the amount in the Trust Account[103]. - The per-share redemption amount upon dissolution is expected to be approximately $10.00, but may be less due to creditor claims[107]. - If redemptions exceed available cash, the company will not complete the initial Business Combination[85]. - If the aggregate cash consideration required for redemptions exceeds available cash, the company will not complete the Business Combination or redeem any shares[94]. Management and Governance - The Management Team has extensive experience across various sectors, positioning the Company to identify and execute business combination opportunities[67]. - Omeed Malik serves as the Chief Executive Officer and Chairman of the Board, with significant experience in investment banking and hedge fund advisory[187]. - Joe Voboril, the Chief Financial Officer and Co-President, has a background in public market investing and hedge fund advisory, co-creating the Hedge Fund Advisory group at Bank of America[190][192]. - Andrew Nasser, Co-President and Chief Investment Officer, has reviewed hundreds of investment opportunities in technology sectors and facilitated transactions for multiple blank check companies[195]. - Jordan Cohen, Chief Operating Officer, has over twenty years of experience in consumer and technology investments, previously managing a multi-strategy portfolio[196]. - The company has a strong leadership team with diverse backgrounds in finance, investment banking, and corporate governance, enhancing its strategic direction[189][190][191][195][196][204][205][206]. - The Board of Directors consists of five members, divided into three classes, with each class serving a three-year term[210]. - The Audit Committee is comprised solely of independent directors, including Messrs. Kavanaugh and Buskirk, and Ms. Willoughby[216]. - The Compensation Committee is responsible for overseeing executive compensation and may retain external advisers while considering their independence[219]. - The Nominating and Corporate Governance Committee evaluates the CEO's performance and recommends compensation adjustments[221]. Risks and Challenges - The company may face competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[115]. - The company may not be able to complete its initial Business Combination within the prescribed time frame, which could adversely affect shareholder returns[126]. - The company is subject to risks related to market conditions, economic uncertainty, and potential military conflicts that could affect its ability to consummate a Business Combination[126]. - The company may engage underwriters for additional services post-IPO, which could create potential conflicts of interest[126]. - The company has not secured third-party financing for the Business Combination, which may affect its options[74].

Core Insights - The Pulte Family Office has invested in GrabAGun, which is associated with Colombier Acquisition Corp II, trading under the ticker CLBR [1] - The Chairman of The Pulte Family Office expressed enthusiasm for the SPAC merger and highlighted the company's potential for future investments, especially after achieving profitability with $99.5 million in revenue [2] Company Overview - GrabAGun is a rapidly growing, digitally native retailer specializing in firearms, ammunition, related accessories, and products for outdoor enthusiasts, targeting the next generation of firearms enthusiasts and sportsmen [3]

Financial Performance - The company had a net income of $1,440,771 for the three months ended September 30, 2024, primarily from interest earned on marketable securities of $2,266,437, offset by operating expenses of $825,666[114]. - For the nine months ended September 30, 2024, the company reported a net income of $4,754,520, with interest income of $6,735,555 and operating expenses totaling $1,981,035[114]. - The company incurred net cash used in operating activities of $1,726,456 for the nine months ended September 30, 2024[118]. Cash and Securities - As of September 30, 2024, the company held approximately $176,592,012 in cash and marketable securities in the Trust Account, including $6,592,012 of interest income[121]. - The company plans to withdraw up to $1,000,000 annually from the Trust Account for working capital needs related to the Business Combination[119]. Initial Public Offering - The company completed its Initial Public Offering on November 24, 2023, raising gross proceeds of $170,000,000 from the sale of 17,000,000 Units[117]. Business Combination - The company has until November 24, 2025, to complete a Business Combination, with a potential extension to February 24, 2026, if certain conditions are met[109]. - The company may need to raise additional capital to meet working capital needs, which raises substantial doubt about its ability to continue as a going concern if a Business Combination is not consummated[125]. Debt and Obligations - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2024[126]. - The company has contractual obligations of $10,000 per month for administrative services and $60,000 per month for executive services, ceasing upon the completion of the Business Combination[127]. Accounting Standards - The company has adopted ASU 2016-13 regarding the measurement of credit losses, effective November 24, 2023, with no impact on the financial statements[134]. - ASU 2020-06 was adopted by the company on September 27, 2023, simplifying the accounting for convertible instruments, with no effect on the financial statements[136]. - Management believes that no recently issued accounting standards will have a material effect on the financial statements[137]. Equity and Shares - The company classifies ordinary shares subject to possible redemption as temporary equity, reflecting uncertain future events[131]. - Net income per ordinary share is calculated by dividing net income by the weighted average number of ordinary shares outstanding, excluding accretion from redeemable shares[133]. - The company assesses warrants for equity or liability classification based on specific terms and conditions, concluding that public and private placement warrants qualify for equity treatment[132]. Reporting Classification - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[138]. - The company has not identified any critical accounting estimates that could materially differ from actual results[130].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $1,653,670, primarily from interest earned on marketable securities of $2,240,420, after incurring operating expenses of $586,750 [94]. - For the six months ended June 30, 2024, the net income was $3,313,749, with interest income of $4,469,118 and operating expenses totaling $1,155,369 [95]. - As of June 30, 2024, the company held approximately $174,325,575 in cash and marketable securities in the Trust Account, including $4,469,118 of interest income [99]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination [94]. Initial Public Offering - The company completed its Initial Public Offering on November 24, 2023, raising gross proceeds of $170 million from the sale of 17 million Units at $10.00 per Unit [97]. - The underwriters of the Initial Public Offering are entitled to a cash underwriting fee of $2,550,000, with an additional deferred fee of $5,950,000 payable upon completion of a Business Combination [105]. Business Combination - The company has until November 24, 2025, to complete a Business Combination, with a potential extension to February 24, 2026, if certain conditions are met [91]. - The company may withdraw up to $1,000,000 annually from the Trust Account for working capital purposes related to the Business Combination [98]. Expenses and Fees - The company incurred $30,000 and $60,000 in fees under the Administrative Services Agreement for the three and six months ended June 30, 2024, respectively [104]. - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2024 [103]. Accounting Policies - The company accounts for Warrants as either equity-classified or liability-classified instruments based on specific terms and applicable guidance, concluding that Public and Private Placement Warrants qualify for equity accounting treatment [108]. - Net income per Ordinary Share is calculated by dividing net income by the weighted average number of Ordinary Shares outstanding, with accretion from redeemable Ordinary Shares excluded from this calculation [109]. - The company adopted ASU 2016-13 regarding the measurement of credit losses on financial instruments as of November 24, 2023, with no effect on the unaudited condensed financial statements [110]. - ASU 2020-06 was adopted by the company as of September 27, 2023, simplifying the accounting for convertible instruments, with no effect on the financial statements [112]. - Management does not anticipate that recently issued accounting standards will materially affect the financial statements [113]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [114].