Colombier Acquisition Corp II-A 2024年度报告

FORM 10-K (Mark One)☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period fromto Commission file number: 001-41874 COLOMBIER ACQUISITION CORP. II(Exact name of registrant as specified in its charter) Cayman Islands98-1753949(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 214 Brazilian Avenue, Suite 200-JPalm Beach, FL33480(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code: (561) 805-3588 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large accelerated filer☐Non-accelerated filer☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☐ The aggregate market value of the outstanding shares of the registrant’s Class A Ordinary Shares, other than sharesheld by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for theClass A Ordinary Shares on June 28, 2024, the last business day of the registrant’s most recently completed secondfiscal quarter, as reported on the New York Stock Exchange was $174,675,000. As of March 10, 2025, there were 17,000,000 Class A Ordinary Shares, par value $0.0001 per share, and 4,250,000Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding. TABLE OF CONTENTS PAGEPART I1Item 1.Business.1Item 1A.Risk Factors.18Item 1B.Unresolved Staff Comments.21Item 1C.Cybersecurity.21Item 2.Properties.21Item 3.Legal Proceedings.21Item 4.Mine Safety Disclosures.21 PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities.22Item 6.[Reserved]22Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.22Item 7A.Quantitative and Qualitative Disclosures About Market Risk.27Item 8.Financial Statements and Supplementary Data.27Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.27Item 9A.Controls and Procedures.27Item 9B.Other Information.28Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.28PART IIIItem 10.Directors, Executive Officers and Corporate Governance.29Item 11.Executive Compensation.36Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters.37Item 13.Certain Relationships and Related T