Amendment: SEC Form SC 13G/A filed by Colombier Acquisition Corp. II
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Colombier Acquisition Corp. II
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G2283U126
(CUSIP Number)
August 1, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP: G2283U126
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| 1 |
NAMES OF REPORTING PERSONS
Koch Industries, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Effective August 1, 2024, pursuant to an internal reorganization, Koch Industries, LLC (formerly known as Koch Industries, Inc.) (“KII”) ceased to own equity interests, directly or indirectly, of Spring Creek Capital, LLC (“Spring Creek”), and Koch, Inc. became the indirect ultimate parent company of both Spring Creek and KII. Accordingly, KII no longer has (or shall be deemed to have) beneficial ownership of any Class A Ordinary Shares, par value $0.0001 per share (“Public Shares”), of Colombier Acquisition Corp. II (the “Issuer”) held by Spring Creek. |
CUSIP: G2283U126
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| 1 |
NAMES OF REPORTING PERSONS
Spring Creek Capital, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
813,770 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
813,770 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
813,770 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Represents 813,770 Public Shares held by Spring Creek. |
| (2) | Calculated using 17,000,000 Public Shares deemed outstanding as of May 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2024. |
CUSIP: G2283U126
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| 1 |
NAMES OF REPORTING PERSONS
Koch, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
813,770 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
813,770 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
813,770 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8% (2) | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents 813,770 Public Shares held by Spring Creek. These Issuer securities may be deemed to be beneficially owned by Koch, Inc. by virtue of Koch, Inc.’s indirect beneficial ownership of Spring Creek. |
| (2) | Calculated using 17,000,000 Public Shares deemed outstanding as of May 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2024. |
CUSIP: G2283U126
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| Item | 1(a). Name of Issuer: Colombier Acquisition Corp. II (the “Issuer”) |
| Item | 1(b). Address of Issuer’s Principal Executive Officers: 214 Brazilian Avenue, Suite 200-J, Palm Beach, FL 33480 |
| Item | 2(a). Name of Person Filing: |
Spring Creek Capital, LLC (“Spring Creek”)
SCC Holdings, LLC (“SCC”)
KIM, LLC (“KIM”)
Koch Investments Group, LLC (“KIG”)
Koch Investments Group Holdings, LLC (“KIGH”)
Koch Companies, LLC (“KCLLC”)
Koch, Inc.
Koch Industries, LLC (formerly known as Koch Industries, Inc.) (“KII”)
(Each a “Reporting Person,” and collectively, the “Reporting Persons”).
| Item | 2(b). Address or Principal Business Office or, if None, Residence: |
The principal business office for all Reporting Persons filing is:
4111 E. 37th Street North
Wichita, KS 67220
| Item | 2(c). Citizenship: See Item 4 of each cover page. |
Item 2(d).Title of Class of Securities: Class A Ordinary Shares, par value $0.0001 per share (“Public Shares”).
Item 2(e).CUSIP No.: G2283U100.
Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned: See Item 9 of each cover page.
(b) Percent of class: See Item 11 of each cover page. Calculated using 17,000,000 Public Shares deemed outstanding as of May 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2024.
(c) Number of shares as to which the person has:
| (i) | Sole power to vote or to direct the vote: See Item 5 of each cover page. |
| (ii) | Shared power to vote or to direct the vote: See Item 6 of each cover page. |
| (iii) | Sole power to dispose or to direct the disposition of: See Item 7 of each cover page. |
| (iv) | Shared power to dispose or to direct the disposition of: See Item 8 of each cover page. |
Spring Creek is beneficially owned by SCC, SCC is beneficially owned by KIM, KIM is beneficially owned by KIG, KIG is beneficially owned by KIGH, and KIGH is beneficially owned by KCLLC, KCLLC is beneficially owned by Koch, Inc., in each case by means of ownership of all voting equity instruments.
Koch, Inc., KCLLC, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the Public Shares held by Spring Creek by virtue of (i) Koch, Inc.’s beneficial ownership of KCLLC, (ii) KCLLC’s beneficial ownership of KIGH, (iii) KIGH’s beneficial ownership of KIG, (iv) KIG’s beneficial ownership of KIM, (v) KIM’s beneficial ownership of SCC and (vi) SCC’s beneficial ownership of Spring Creek.
CUSIP: G2283U126
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The filing of this Schedule 13G shall not be construed as an admission that any of SCC, KIM, KIG, KIGH, KCLLC, or Koch, Inc. is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13G.
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than 5 percent of the class of securities, check the following ☒
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
CUSIP: G2283U126
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: August 9, 2024 |
Spring Creek Capital, LLC | |||||
| By: |
/s/ Raffaele G. Fazio | |||||
| Name: |
Raffaele G. Fazio | |||||
| Title: |
Vice President and Secretary | |||||
| SCC Holdings, LLC | ||||||
| By: |
/s/ Raffaele G. Fazio | |||||
| Name: |
Raffaele G. Fazio | |||||
| Title: |
Secretary | |||||
| KIM, LLC | ||||||
| By: |
/s/ Raffaele G. Fazio | |||||
| Name: |
Raffaele G. Fazio | |||||
| Title: |
Vice President and Secretary | |||||
| Koch Investments Group, LLC | ||||||
| By: |
/s/ Raffaele G. Fazio | |||||
| Name: |
Raffaele G. Fazio | |||||
| Title: |
Secretary | |||||
| Koch Investments Group Holdings, LLC | ||||||
| By: |
/s/ Raffaele G. Fazio | |||||
| Name: |
Raffaele G. Fazio | |||||
| Title: |
Secretary | |||||
| Koch Companies, LLC | ||||||
| By: |
/s/ Raffaele G. Fazio | |||||
| Name: | Raffaele G. Fazio | |||||
| Title: | Assistant Secretary | |||||
| Koch, Inc. | ||||||
| By: |
/s/ Raffaele G. Fazio | |||||
| Name: | Raffaele G. Fazio | |||||
| Title: | Assistant Secretary | |||||
| Koch Industries, LLC | ||||||
| By: |
/s/ Michael F. Zundel | |||||
| Name: | Michael F. Zundel | |||||
| Title: | Assistant Secretary | |||||
CUSIP: G2283U126
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EXHIBIT INDEX
| Exhibit Number | Title | |
| 99.1 | Joint Filing Agreement | |