CLBR

Business Context and Reporting Period

Colombier Acquisition Corp. III (CLBR) is a Cayman Islands exempted company and a Special Purpose Acquisition Company (SPAC) incorporated on August 15, 2025. The company is an emerging growth company and a shell company with no active operations other than identifying and evaluating prospective business combination targets. This Form 10-Q covers the quarterly period ended June 30, 2026.

The company consummated its Initial Public Offering (IPO) on February 5, 2026, raising gross proceeds of $299,000,000. It has until February 5, 2028 (potentially extendable to May 5, 2028) to consummate an initial business combination.

Key Financial Metrics

Material Changes vs. Prior Period

• Post-IPO Status: As of December 31, 2025, the company had no assets or liabilities related to the IPO. The significant increase in assets and liabilities in the current period is due to the consummation of the IPO on February 5, 2026.
• Trust Account: The Trust Account balance increased from $0 to $302,230,189, reflecting the deposit of $299,000,000 from the IPO and Private Placement, plus $3,230,189 in interest earned.
• Liabilities: Total liabilities increased from $148,445 to $3,157,709, primarily driven by the recognition of the $3,000,000 deferred underwriting fee payable upon business combination.
• Shareholder Deficit: The company moved from a small deficit of $(22,937) to $(1,665,198), largely due to the accretion of Class A shares to their redemption value.

Outlook, Risks, and Management Commentary

• Business Combination Timeline: The company must complete a business combination by February 5, 2028. If a letter of intent is signed by that date, the deadline may extend to May 5, 2028.
• Liquidity: The company has sufficient working capital ($1.13 million outside the Trust) to meet obligations for at least one year. It may withdraw up to $1,000,000 of interest from the Trust Account for working capital needs (already withdrawn as of June 30, 2026).
• Redemption Rights: Public shareholders may redeem their shares for cash equal to their pro rata share of the Trust Account (approximately $10.11 per share as of June 30, 2026) upon the consummation of a business combination or if the company fails to complete one within the Combination Period.
• Risks: The company faces risks common to SPACs, including the inability to complete a business combination, potential delisting from the NYSE if the three-year requirement is not met, and market volatility affecting the Trust Account value. The filing notes that the company is not subject to income taxes in the Cayman Islands or the U.S.
• Unusual Items: A one-time compensation expense of $964,000 was recorded in the first quarter related to the fair value of Founder Shares transferred to directors.

Investor Verification Checklist

• Trust Account Yield: Verify the current interest rate environment and its impact on the Trust Account balance, which currently stands at $302.23 million.
• Redemption Threshold: Confirm the per-share redemption value ($10.11) and the potential impact of mass redemptions on the deferred underwriting fee (which could be reduced to $850,000 if Trust funds drop below 25% of IPO proceeds).
• Extension Mechanics: Review the specific shareholder approval requirements and potential dilution effects if the company seeks to extend the Combination Period beyond February 2028.
• Working Capital Sufficiency: Monitor the $1.13 million cash balance outside the Trust to ensure it remains sufficient to fund search activities and administrative costs without requiring additional sponsor loans.
• Deferred Fee Obligation: Note the $3,000,000 deferred fee payable to Roth Capital Partners upon a successful business combination.