Colombier Acquisition Corp III-A美股招股说明书(2026-02-04版)

Colombier Acquisition Corp.III 26,000,000Units Colombier Acquisition Corp.III is a blank check company incorporated as a Cayman Islands exemptedcompany for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, sharepurchase, reorganization or similar business combination with one or more businesses, which we refer tothroughout this prospectus as our initial business combination. We have not selected any business combinationtarget and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly orindirectly, with any business combination target. We may pursue an initial business combination target in anybusiness or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists ofone ClassA ordinary share and one-eighth of one warrant. Each whole warrant entitles the holder thereof topurchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment as described in thisprospectus, and only whole warrants are exercisable. The warrants will become exercisable immediately afterthe completion of our initial business combination and will expire fiveyears after the completion of our initialbusiness combination or earlier upon redemption or liquidation, as described in this prospectus. Subject to theterms and conditions described in this prospectus, we may redeem the warrants for cash once the warrantsbecome exercisable. No fractional warrants will be issued upon separation of the units and only whole warrantswilltrade.We have also granted the underwriters a 45-day option to purchase up to an additional3,900,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassAordinary shares upon the completion of our initial business combination at a per-share price described herein,payable in cash, equal to the aggregate amount then on deposit in the trust account described below as oftwobusiness days prior to the consummation of our initial business combination, including interest earned onthe funds held in the trust account (net of amounts withdrawn to fund our working capital requirements, subjectto a limit of the greater of $1,000,000 and 10% of the interest earned on the trust account per fiscal year endingon December31, and to pay our taxes (“permitted withdrawals”)), divided by the number of then outstandingClassA ordinary shares that were sold as part of the units in this offering. We will have 24months from theclosing of this offering to consummate an initial business combination (or 27months from the closing of thisoffering if we have executed a letter of intent, agreement in principle or definitive agreement for an initialbusiness combination within 24months from the closing of this offering; no redemption rights shall be offeredto our public shareholders in connection with any such extension from 24months to 27months if we haveexecuted a letter of intent, agreement in principle or definitive agreement for an initial business combinationwithin 24months from the closing of this offering) or until such earlier liquidation date as our board of directorsmay approve, to consummate an initial business combination, which we refer to herein as the completionwindow. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period (or up to 27months if we extend the period of time to consummate our initial businesscombination in accordance with the terms described in this prospectus), we may seek shareholder approval toamend our amended and restated memorandum and articles of association to extend the date by which we mustconsummate our initial business combination. If we seek shareholder approval for an extension, holders ofpublic shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal tothe aggregate amount then on deposit in the trust account, including interest earned thereon (less permittedwithdrawals), divided by the number of then issued and outstanding public shares, subject to applicable law. Ifwe are unable to complete our initial business combination within the completion window (or such later date asapproved by our shareholders), or by such earlier liquidation date as our board of directors may approve, wewill redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount thenon deposit in the trust account, including interest earned thereon (less permitted withdrawals and up to $100,000of interest income to pay dissolution expenses), divided by the number of then issued and outstanding publicshares, subject to applicable law and certain conditions as further described herein.See “Summary—TheOffering—Redemption rights for public shareholders upon completion of our initial business combination”on page 30 and “Summary—The Offering—Redemption of public s