Form 4: Colombier Sponsor II Distributes Shares and Warrants to Members

Colombier Sponsor II LLC, a 10% owner of Colombier Acquisition Corp. II, distributed 4,249,999 Class A ordinary shares and 5,000,000 warrants to its members.

Summary

• Colombier Sponsor II LLC acquired 4,249,999 Class A Ordinary Shares on July 11, 2025, through the conversion of Class B shares.
• On July 14, 2025, Colombier Sponsor II LLC distributed all 4,249,999 Class A ordinary shares and 5,000,000 warrants to its members for no consideration.
• Following this distribution, Colombier Sponsor II LLC directly holds no Class A Ordinary Shares or warrants.
• Omeed Malik, the Chief Executive Officer and Chairman of Colombier Acquisition Corp. II, received 825,999 Class A ordinary shares in this distribution.
• The warrants are exercisable commencing 30 days after the completion of the Issuer's initial business combination and expire five years after that completion.
• The warrants have an exercise price of $11.5 per Class A Ordinary Share.
• Omeed Malik, as the manager of Omeed Malik Advisors LLC (the managing member of Colombier Sponsor II LLC), may be deemed to have beneficial ownership of the securities previously held by the Sponsor, but disclaims ownership except to the extent of his pecuniary interest.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The distribution of shares and warrants to members is a procedural step for a SPAC sponsor, clarifying beneficial ownership and distributing value to the sponsor's underlying investors. It is not directly indicative of the company's operational performance but is a standard part of a SPAC's lifecycle.

Positives

• The distribution of shares and warrants to the Sponsor's members provides them with direct ownership of the Issuer's equity and potential future upside.

Negatives

• Colombier Sponsor II LLC no longer directly holds Class A Ordinary Shares or warrants, indicating a shift in direct beneficial ownership structure.

Future Outlook

The warrants become exercisable 30 days after the completion of the Issuer's initial business combination and expire five years thereafter, indicating an anticipated future business combination for Colombier Acquisition Corp. II.

Management Comments

• "Represents shares issued to the Reporting Person upon conversion of Class B shares formerly held by the Reporting Person, pursuant to the Memorandum and Articles of Association of Colombier Acquisition Corp. II (the 'Issuer')."
• "Represents the distribution for no consideration by Colombier Sponsor II LLC (the 'Sponsor') of (i) 4,249,999 Class A ordinary shares of the Issuer and (ii) 5,000,000 warrants to purchase Class A ordinary shares to its members (the 'Sponsor Distribution'). Omeed Malik received 825,999 Class A ordinary shares in the Sponsor distribution."
• "Exercisable on a date commencing 30 days after the completion of the Issuer's initial business combination."
• "Expire on a date that is five years after the completion of the Issuer's initial business combination."
• "The Sponsor is the record holder of the securities reported herein. Omeed Malik, the Chief Executive Officer and Chairman of the Issuer, is the manager of Omeed Malik Advisors LLC, the managing member of the Sponsor and has voting and investment discretion with respect to the securities held of record by the Sponsor. As such, Mr. Malik may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Malik disclaims any beneficial ownership except to the extent of his pecuniary interest therein."

Industry Context

This filing represents a standard ownership change for a Special Purpose Acquisition Company (SPAC) sponsor. The distribution of shares and warrants to the sponsor's underlying members is a common procedural step as a SPAC progresses towards or completes its de-SPAC transaction, distributing the sponsor's promote shares and warrants to its investors.

Related Party Transactions

• Distribution of 4,249,999 Class A ordinary shares and 5,000,000 warrants from Colombier Sponsor II LLC to its members, including Omeed Malik, who is the Chief Executive Officer and Chairman of Colombier Acquisition Corp. II and controls the Sponsor.

Stakeholder Impact

• Shareholders: The filing clarifies the beneficial ownership structure of a significant block of shares and warrants.
• Sponsor Members: Directly receive Class A shares and warrants, realizing their interest in the SPAC's promote.

Next Steps

• Completion of the Issuer's initial business combination, which will trigger the exercisability of the warrants.

Key Dates

Keywords

SEC Form 4, Beneficial Ownership, Colombier Acquisition Corp. II, CLBRU, Sponsor Distribution, Class A Ordinary Shares, Warrants, Omeed Malik, Equity Distribution, Insider Trading Report, SPAC