0001193125-24-198022.txt : 20240809 0001193125-24-198022.hdr.sgml : 20240809 20240809181957 ACCESSION NUMBER: 0001193125-24-198022 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240809 DATE AS OF CHANGE: 20240809 GROUP MEMBERS: KOCH INDUSTRIES, LLC GROUP MEMBERS: KOCH, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLOMBIER ACQUISITION CORP. II CENTRAL INDEX KEY: 0001995413 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-94240 FILM NUMBER: 241194263 BUSINESS ADDRESS: STREET 1: 214 BRAZILIAN AVENUE, SUITE 200-J CITY: PALM BEACH STATE: FL ZIP: 33480 BUSINESS PHONE: 5618053588 MAIL ADDRESS: STREET 1: 214 BRAZILIAN AVENUE, SUITE 200-J CITY: PALM BEACH STATE: FL ZIP: 33480 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPRING CREEK CAPITAL LLC CENTRAL INDEX KEY: 0001451531 ORGANIZATION NAME: IRS NUMBER: 030572769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4111 EAST 37TH STREET NORTH CITY: WICHITA STATE: KS ZIP: 67220 BUSINESS PHONE: 3168288310 MAIL ADDRESS: STREET 1: 4111 EAST 37TH STREET NORTH CITY: WICHITA STATE: KS ZIP: 67220 SC 13G/A 1 d880322dsc13ga.htm SC 13G/A SC 13G/A

 

 

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

Page 2 of 8

 

 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

Page 3 of 8

 

 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

Page 4 of 8

 

 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

Page 5 of 8

 

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

Page 6 of 8

 

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

Page 7 of 8

 

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

Page 8 of 8

 

EXHIBIT INDEX

 

Exhibit Number   

Title

99.1    Joint Filing Agreement
 EX-99.1 2 d880322dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G/A filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Ordinary Shares, par value $0.0001 per share, of Colombier Acquisition Corp. II (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

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