Large owner Colombier Sponsor Ii Llc disposed of 4,249,999 units of Class A Ordinary Shares and acquired 4,249,999 units of Class A Ordinary Shares (SEC Form 4)
$CLBR
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COLOMBIER ACQUISITION CORP. II [ CLBRU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/11/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Ordinary Shares | 07/11/2025 | J(1) | 4,249,999 | A | (1) | 4,249,999 | D | |||
| Class A Ordinary Shares | 07/14/2025 | J(2) | 4,249,999 | D | (2) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Shares | $0 | 07/14/2025 | J(1) | 4,249,999 | (1) | (1) | Class A Ordinary Shares | 4,249,999 | (1) | 1 | D(5) | ||||
| Warrants | $11.5 | 07/14/2025 | J(2) | 5,000,000 | (3) | (4) | Class A Ordinary Shares | 5,000,000 | $0 | 0 | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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"). |
| 2. 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. |
| 3. Exercisable on a date commencing 30 days after the completion of the Issuer's initial business combination. |
| 4. Expire on a date that is five years after the completion of the Issuer's initial business combination. |
| 5. 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. |
| /s/ Omeed Malik, Manager of Omeed Malik Advisors LLC, Managing Member of Colombier Sponsor II LLC | 07/16/2025 | |
| /s/ Omeed Malik | 07/16/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||