UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from
 to

 Commission
file number: 001-41874

 COLOMBIER
ACQUISITION CORP. II

 (Exact
name of registrant as specified in its charter)

 Cayman Islands

 98-1753949

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer

Identification No.)

 214 Brazilian Avenue, Suite 200-J
 Palm Beach, FL

 33480

 (Address of principal executive offices)

 (Zip Code)

 Registrant's
telephone number, including area code: (561) 805-3588

 Securities
registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on
 which registered

 Units, each consisting of one Class A Ordinary Share and one-third of one redeemable Warrant

 CLBR.U

 The New York Stock Exchange

 Class A Ordinary Shares, par value $0.0001 per share

 CLBR

 The New York Stock Exchange

 Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share

 CLBR.WS

 The New York Stock Exchange

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days.
 Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

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 Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.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 financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
 No

 The
registrant's securities were not listed on any exchange and had no market value as of the last business day of the second fiscal
quarter of 2023. The registrant's Units begin trading on the New York Stock Exchange on November 21, 2023 and the registrant's
Class A Ordinary Shares and Warrants began trading on the New York Stock Exchange on January 11, 2024. The aggregate market value of
the registrant's outstanding Units, other than Units held by persons who may be deemed affiliates of the registrant, computed by
reference to the closing price for the Units on December 29, 2023, the last business day of the reporting period, as reported on the
New York Stock Exchange was $ 171,360,000.

 As
of March 25, 2024, there were 17,000,000 Class A Ordinary Shares, par value $0.0001 per share, and 4,250,000 Class B Ordinary
Shares, par value $0.0001 per share, of the registrant issued and outstanding.

 TABLE
OF CONTENTS

 PAGE

 Item
 1.

 Business.

 Item
 1A.

 Risk Factors.

 Item
 1B.

 Unresolved Staff Comments.

 Item
 1C.

 Cybersecurity.

 Item
 2.

 Properties.

 Item
 3.

 Legal Proceedings.

 Item
 4.

 Mine Safety Disclosures.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item
 8.

 Financial Statements and Supplementary Data.

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item
 9A.

 Controls and Procedures.

 Item
 9B.

 Other Information.

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item
 11.

 Executive Compensation.

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item
 14.

 Principal Accountant Fees and Services.

 Item 15.

 Exhibit and Financial Statement Schedules.

 Item
 16.

 Form 10-K Summary.

 i

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Report (as defined below), including, without limitation, statements under "Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations," includes forward-looking statements within the meaning of Section 27A of the
Securities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified
by the use of forward-looking terminology, including the words "believes," "estimates," "anticipates,"
"expects," "intends," "plans," "may," "will," "potential," "projects,"
"predicts," "continue," or "should," or, in each case, their negative or other variations or comparable
terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but
are not limited to, any statements relating to our ability to consummate any acquisition or other Business Combination (as defined below)
and any other statements that are not statements of current or historical facts. These statements are based on Management's (as
defined below) current expectations, but actual results may differ materially due to various factors, including, but not limited to:

 our ability to select an appropriate target business or businesses;

 our ability to complete our initial Business Combination;

 our expectations around the performance of the prospective target business or businesses;

 our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial Business Combination;

 our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial Business Combination, as a result of which they would then receive expense reimbursements;

 the potential incentive to consummate an initial Business Combination with an acquisition target that subsequently declines in value or is unprofitable for public investors due to the low initial price for the Founder Shares (as defined below) paid by our Sponsor (as defined below);

 our potential ability to obtain additional financing to complete our initial Business Combination;

 the ability of our officers and directors to generate a number of potential acquisition opportunities;

 our pool of prospective target businesses;

 our public securities' potential liquidity and trading;

 the lack of a market for our securities;

 the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;

 the Trust Account not being subject to claims of third parties;

 the impact on the amount held in the Trust Account, our capitalization,
principal shareholders and other impacts on our Company (as defined below) or Management Team should we seek to extend the Combination
Period (as defined below) consistent with applicable laws, regulations and stock exchange rules;

 our financial performance; or

 the other risks and uncertainties discussed in "Item 1A. Risk Factors" below.

 Additionally, on January 24,
2024, the SEC (as defined below) adopted the 2024 SPAC Rules (as defined below), which will become effective on July 1, 2024, that will
affect SPAC (as defined below) Business Combination transactions. The 2024 SPAC Rules require, among other matters, (i) additional disclosures
relating to SPAC Business Combination transactions (ii) additional disclosures relating to dilution and to conflicts of interest
involving sponsors and their affiliates in both SPAC initial public offerings and Business Combination transactions; (iii) additional
disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions and (iv)
the requirement that both the SPAC and its target company be co-registrants for Business Combination registration statements. In addition,
the SEC's adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the
Investment Company Act (as defined below), including its duration, asset composition, business purpose, and the activities of the SPAC
and its management team in furtherance of such goals. The 2024 SPAC Rules may materially affect our ability to negotiate and complete
our initial Business Combination and may increase the costs and time related thereto.

 The
forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments
and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual
results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or
more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.

 ii

 Unless
otherwise stated in this Report, or the context otherwise requires, references to:

 "2024 SPAC Rules" are to the new rules and regulations for SPACs adopted by the SEC on January 24, 2024, which will become effective on July 1, 2024;

 "Administrative
 Services Agreement" are to the Administrative Services Agreement, dated November 20, 2023, we entered into with an affiliate
 of our Sponsor, for office space and secretarial and administrative support services;

 "Amended
 and Restated Memorandum" are to our Amended and Restated Memorandum and Articles of Association, as amended and currently in
 effect;

 "ASC"
 are to the FASB (as defined below) Accounting Standards Codification;

 "ASU"
 are to the FASB Accounting Standards Update;

 "Audit Committee" are to the audit committee of our Board of Directors (as defined below);

 "Board
 of Directors" or "Board" are to our board of directors;

 "Business
 Combination" are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business
 combination with one or more businesses;

 "Class
 A Ordinary Shares" are to our Class A ordinary shares, par value $0.0001 per share;

 "Class
 B Ordinary Shares" are to our Class B ordinary shares, par value $0.0001 per share;

 "Combination Period" are to (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) to November 24, 2025 (or (x) February 24, 2026 if we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination by November 24, 2025, or (y) or such earlier time as determined by our Board), that we have to consummate an initial Business Combination, or (ii) such other time period in which we must consummate an initial Business Combination pursuant to an amendment to our Amended and Restated Memorandum and consistent with applicable laws, regulations and stock exchange rules;

 "Companies
 Act" are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

 "Colombier
 1" are to Colombier Acquisition Corporation (NYSE: CLBR), a publicly traded SPAC (as defined below);

 "Colombier
 1 Business Combination" are to the Business Combination between Colombier 1 and PSQ Holdings, Inc. consummated on July 19,
 2023, resulting in PublicSq. (as defined below);

 "Company,"
 "our," "we," or "us" are to Colombier Acquisition Corp. II, a Cayman Islands exempted company;

 "Continental"
 are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Public Warrants (as
 defined below);

 "DWAC
 System" are to the Depository Trust Company's Deposit/Withdrawal At Custodian System;

 "EIG"
 are to entrepreneurship, innovation & growth;

 "Exchange
 Act" are to the Securities Exchange Act of 1934, as amended;

 "Excise
 Tax" are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and
 certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for
 by the Inflation Reduction Act of 2022;

 "FASB"
 are to the Financial Accounting Standards Board;

 "FINRA"
 are to the Financial Industry Regulatory Authority;

 iii

 "Founder Shares" are to the Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and the Class A Ordinary Shares that (i) will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of our Business Combination as described herein (for the avoidance of doubt, such Class A Ordinary Shares will not be "Public Shares" (as defined below)) or (ii) are issued at any time prior to our initial Business Combination, upon conversion of Class B Ordinary Shares at the option of the holder as described herein;

 "GAAP"
 are to the accounting principles generally accepted in the United States of America;

 "IFRS"
 are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board;

 "Initial
 Public Offering" or "IPO" are to the initial public offering that we consummated on November 24, 2023;

 "Investment
 Company Act" are to the Investment Company Act of 1940, as amended;

 "IPO Promissory Note" are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on September 27, 2023;

 "IPO
 Registration Statement" are to the Registration Statement on Form S-1 initially filed with the SEC (as defined below) on October
 6, 2023, as amended, and declared effective on November 20, 2023 (File Nos. 333-274902 and 333-275674);

 "JOBS
 Act" are to the Jumpstart Our Business Startups Act of 2012;

 "Letter
 Agreement" are to the Letter Agreement, dated November 20, 2023, we entered into with our officers, directors and Sponsor;

 "Management"
 or our "Management Team" are to our executive officers and directors;

 "NYSE"
 are to the New York Stock Exchange;

 "Ordinary
 Shares" are to the Class A Ordinary Shares and the Class B Ordinary Shares, together;

 "PCAOB"
 are to the Public Company Accounting Oversight Board (United States);

 "Permitted
 Withdrawals" are to amounts withdrawn from our Trust Account to (i) fund our working capital requirements, subject to an annual
 limit of $1,000,000, and (ii) pay our taxes, notwithstanding the $1,000,000 annual limitation applicable to working capital withdrawals;
 all Permitted Withdrawals can only be made from interest and not from the principal held in the Trust Account;

 "Private
 Placement" are to the private placement of Private Placement Warrants (as defined below) that occurred simultaneously with
 the closing of our Initial Public Offering;

 "Private
 Placement Warrants" are to the warrants issued to our Sponsor in the Private Placement;

 "Public
 Shares" are to the Class A Ordinary Shares sold as part of the Units (as defined below) in our Initial Public Offering (whether
 they were purchased in our Initial Public Offering or thereafter in the open market);

 "Public
 Shareholders" are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor
 and/or the members of our Management Team purchase Public Shares, provided that the Sponsor's and each member of our Management
 Team's status as a "Public Shareholder" will only exist with respect to such Public Shares;

 "Public
 Warrants" are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed
 for in our Initial Public Offering or purchased in the open market);

 iv

 "PublicSq."
 are to PublicSq. Holdings, Inc. (NYSE: PSQH);

 "Report"
 are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2023;

 "Sarbanes-Oxley Act"
 are to the Sarbanes-Oxley Act of 2002;

 "SEC"
 are to the U.S. Securities and Exchange Commission;

 "Securities
 Act" are to the Securities Act of 1933, as amended;

 "Services
 and Indemnification Agreement" are to the Services and Indemnification Agreement, dated November 20, 2023, we entered into
 with an affiliate of the Sponsor, Omeed Malik, Joe Voboril, Andrew Nasser and Jordan Cohen, pursuant to which, among other things,
 we pay such affiliate of the Sponsor $60,000 per month for the services of our Chief Executive Officer, Chief Financial Officer,
 Chief Investment Officer, and Chief Operating Officer;

 "SPACs"
 are to special purpose acquisition companies;

 "Sponsor"
 are to Colombier Sponsor II LLC, a Delaware limited liability company;

 "Trust
 Account" are to the U.S.-based trust account in which an amount of $170,000,000 from the net proceeds of the sale of the Units
 in the Initial Public Offering and the Private Placement Warrants in the Private Placement was placed following the closing of the
 Initial Public Offering;

 "Trust Agreement" are to the Investment Management Trust Agreement, dated November 20, 2023, which we entered into with Continental, as trustee of the Trust Account;

 "Units"
 are to the units sold in our Initial Public Offering, which consist of one Public Share and one-third of one Public Warrant;

 "Warrant
 Subscription Agreement" are to the Warrant Subscription Agreement, dated as of November 20, 2023, we entered into with our
 Sponsor, pursuant to which, the Sponsor purchased 5,000,000 Private Placement Warrants in the Private Placement;

 "Warrants"
 are to the Private Placement Warrants and the Public Warrants, together;

 "Withum"
 are to WithumSmith+Brown, PC, our independent registered public accounting firm; and

 "Working
 Capital Loans" are to funds that, in order to provide working capital or finance transaction costs in connection with a Business
 Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan
 us.

 v

 PART
I

 Item
1. Business.

 Overview

 We
are a blank check company incorporated as an exempted company under the laws of the Cayman Islands on September 27, 2023, which
seeks to effect a Business Combination with one or more businesses or entities. To date, our efforts have been limited to organizational
activities, activities related to our Initial Public Offering, and searching for a Business Combination target. As of the date of this
Report, we have not selected any specific Business Combination target. We have generated no operating revenues to date and we do not
expect that we will generate operating revenues until we consummate our initial Business Combination.

 The 2024 SPAC Rules may materially affect our ability to negotiate
and complete our initial Business Combination and may increase the costs and time related thereto

 Initial
Public Offering

 On
November 24, 2023, we consummated our Initial Public Offering of 17,000,000 Units, including 2,000,000 Units issued pursuant to the exercise
of the underwriters' over-allotment option. Each Unit consists of one Public Share and one-third of one Public Warrant, with each
Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per whole share. The Units were sold at
a price of $10.00 per Unit, generating gross proceeds to our Company of $170,000,000.

 Simultaneously
with the closing of the Initial Public Offering, we completed the private sale of an aggregate of 5,000,000 Private Placement Warrants
to our Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $5,000,000.

 A
total of $170,000,000, comprised of $167,450,000 of the proceeds from the Initial Public Offering and $2,550,000 of the proceeds of the
Private Placement was placed in the Trust Account maintained by Continental, acting as trustee.

 It
is the job of our Sponsor and Management Team to complete our initial Business Combination. We must complete our initial Business Combination
by November 24, 2025, the end of our Combination Period, which is 24-months from the closing of our Initial Public Offering, unless (i)
we have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination by November 24,
2025, in which case we will have until February 24, 2026 to consummate an initial Business Combination, or (ii) we decide to pursue an
amendment to our Amended and Restated Memorandum and select another time period in which we must consummate an initial Business Combination.
If our initial Business Combination is not consummated by the end of our Combination Period, then our existence will terminate, and we
will distribute all amounts in the Trust Account, as described further herein.

 We may seek to extend the
Combination Period consistent with applicable laws, regulations and stock exchange rules. Such an extension would require the approval
of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares. Such redemptions will
likely have a material adverse effect on the amount held in our Trust Account, our capitalization, principal shareholders and other impacts
on our Company or Management Team, such as our ability to maintain our listing on NYSE.

 Colombier

 As
indicated above, certain members of our Management Team (including one of our independent directors) were formerly members of the management
team of Colombier 1. On June 11, 2021, Colombier 1 consummated its initial public offering (the "Colombier 1 IPO") of
15,000,000 units. The units were sold at a price of $10.00 per unit, generating gross proceeds of $150,000,000. In addition, simultaneously
with the closing of the Colombier 1 IPO, Colombier 1 completed the private sale of an aggregate of 5,250,000 warrants (the "Colombier
1 PPWs"), at a purchase price of $1.00 per warrant to its sponsor, generating gross proceeds of $5,250,000. On July 1,
2021, the Colombier 1 IPO underwriters exercised the over-allotment option in full and purchased an additional 2,250,000 units,
generating gross proceeds of $22,500,000. A total of $172,500,000 of the net proceeds from the sale of the units (including the over-allotment units
and the Colombier 1 PPWs) was placed in a U.S.-based trust account. Colombier 1 consummated the Colombier 1 Business Combination
on July 19, 2023. PublicSq.'s shares of Class A common stock and warrants trade on the NYSE under the symbols "PSQH"
and "PSQH WS," respectively. Michael Seifert, the Founder, Chief Executive Officer, President and Chairman of PublicSq. serves
as one of our directors.

 General

 Our
Management Team is predominantly composed of principals of Farvahar Partners, a boutique investment bank and broker/dealer that acts
as an advisor and liquidity provider to high growth venture backed companies and institutional investors, 1789 Capital, an investment
firm that provides financing to companies in the budding EIG economy, and former executives, and board members from Colombier 1, which
merged with PublicSq. in July 2023 in the Colombier 1 Business Combination, as further discussed below.

 During
their extensive careers, our Management Team has earned the trust and respect of founders, executives, investors, and trendsetters in
a wide range of sectors, including but not limited to finance, tech-enabled services, entertainment, digital marketplaces, software,
information services, telecommunications, industrial manufacturing, and social media. These relationships have been cultivated through
their various roles as operators, investment bankers, investors, and legal counsel across these industries.

 We
believe that our Management Team is well positioned to identify and execute compelling Business Combination opportunities. Our objectives
are to generate attractive returns for shareholders and enhance value through identifying a high-quality target, negotiating favorable
acquisition terms for our shareholders, and leveraging our expertise and network to improve business performance of the newly-publicly
listed company.

 The
management team of Colombier 1 successfully identified and consummated an initial Business Combination with PublicSq., a digital marketplace
designed to cater to consumers seeking products and businesses aligned with traditional American values, often overlooked today by corporate
America. We believe that PublicSq. provides a compelling function in facilitating consumer transactions within the burgeoning "patriotic
parallel economy."

 The
Colombier 1 leadership recognized that PublicSq. possessed attributes that rendered it an attractive investment proposition. These included
its potential for scalable growth, robust competitive positioning, and an experienced management team. In our pursuit of Business Combination
transactions, we favor potential target companies with similar industry and business characteristics, and we are confident in our ability
to identify additional targets that exhibit similarly compelling qualities.

 Our
Management Team utilized their professional network and expertise to help foster the growth of PublicSq. This effort included accessing
new sales channels and partnership opportunities, securing supplementary private capital in addition to the substantial funding provided
by the Colombier 1 Business Combination, and assembling a prospective public company board equipped to provide strategic direction. From
the date Colombier 1 announced its merger with PublicSq. On February 27, 2023 to July 31, 2023, a few days after the close
of Colombier 1 Business Combination, PublicSq.'s number of active consumer members grew by 218%. Our Management Team's commitment
to PublicSq. remains unwavering as certain members continue to support the company as board directors and special advisors. We are confident
that our collective expertise, extensive experience with public listing vehicles, and expansive network can be harnessed to generate
value for any potential target identified by us, thereby benefiting our investors.

 We
believe investor interest in companies like PublicSq demonstrates the market's excitement to invest in EIG opportunities, a set
of era-defining business and investment opportunities that we believe will build the next period of American prosperity. Some of these
opportunities include, but are not limited to, parallel economies, the return of products and services developed within the United States,
sectors with impaired value due to certain investor mandates and businesses within regulated areas that are disrupting inefficiencies
related thereto.

 We
believe millions of Americans are willing and able to vote with their dollars every day, and businesses have just begun to leverage this
trend. We envision an economic landscape where values-aligned business transactions become normative and where EIG opportunities
emerge as winners. We believe PublicSq.'s growth to date, as discussed above, evidences these trends, and we believe there are
other similarly compelling opportunities.

 Our
Sponsor and members of our Management Team are affiliated with 1789 Capital, an investment firm focused on unlocking value across EIG
opportunities. We believe our Management Team is well positioned to find additional EIG opportunities and are recognized by companies
as leading investors in the space.

our team's access and credibility within the EIG ecosystem allows us to credentialize a merger target amongst like-minded, values-aligned
American investors, consumers, media, and social networks, as well as introduce our Company to new business partnerships and sales opportunities.
We believe a target will recognize the value our team can create, both for the target and our shareholders.

 While
we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we are focusing on industries that
complement our Management Team's background and network, and capitalize on the ability of our Management Team to identify and acquire
a business.

 With
respect to the foregoing experiences of our Management Team, past performance is not a guarantee (i) that we will be able to identify
a suitable candidate for our initial Business Combination or (ii) of success with respect to any Business Combination we may consummate.
Our shareholders should not rely on the historical record of our Management Team's performance as indicative of our future performance.
For more information on the experience and background of our Management Team, please see "Item 10. Directors, Executive Officers
and Corporate Governance."

 Business
Strategy

 Our
strategy is to:

 deliver
 creative approaches to transaction sourcing, including leveraging our network;

 leverage
 the strategic and transactional experience of our Management Team to bring advice and attention
 to potential Business Combination targets; and

 utilize
 our understanding of financial markets and events, financing, and overall corporate strategy
 options in service of these goals.

 Our
selection process benefits from our Management Team's network of industry experts, venture capital investors, private equity Sponsors,
credit investors, lending community members, entertainment and social media figures, as well as relationships with management teams of
public and private companies, investment bankers, attorneys and accountants, which we believe should provide us with a number of Business
Combination opportunities.

 We
deploy a proactive, thematic sourcing strategy and focus on companies where we believe the combination of our leadership experience,
relationships, capital and capital markets expertise can be catalysts to transform a target company and can help accelerate the target's
growth and performance.

 Upon
completion of our Initial Public Officering, members of our Management Team began (i) communicating with their network of relationships
to articulate our initial Business Combination criteria, including the parameters of our search for a target business, and (ii) a disciplined
process of pursuing and reviewing promising leads.

 Competitive
Strengths

 We
believe the capabilities of our Management Team provide us with a significant pipeline of opportunities from which to evaluate and select
a business that will benefit from our expertise. We believe many of our Management Team's competitive strengths were evidenced
as part of Colombier 1's merger with PublicSq. We leverage these strengths for the benefit of our shareholders. Our competitive
strengths include the following:

 Investing
 Experience. We believe that our Management Team's track
 record of identifying and sourcing blank check transactions, as well as broader investment
 expertise, positions us well to appropriately evaluate potential Business Combinations and
 select one that will be well received by the public markets.

 Differentiated
 Sourcing Capabilities and Industry Access. We believe the
 capabilities and connections associated with our Management Team will provide us with a differentiated
 pipeline of acquisition opportunities that would be difficult for other participants in the
 market to replicate. These sourcing capabilities are further bolstered by our Management
 Team's deep industry relationships and reputation, particularly across the venture
 community and within the EIG ecosystem.

 Members
of our Management Team are closely affiliated with 1789 Capital and have what we believe is unique access and credibility within the
EIG ecosystem. We believe this affiliation should provide superior deal flow and make us the preferred partner for growing, values-aligned companies.

members of our Management Team are respected leaders and established connectors in the entertainment, social, and technology space. They,
have decades of entrepreneurship experience and relationship networks built up over this time. Our Management Team is well-attuned to
the consumer technology ecosystem and has unique access to celebrities, tastemakers, investors, and entrepreneurs. We believe these relationships
are assisting in our target sourcing efforts.

 Capital
 Markets Experience. Our Management Team believes it has substantial
 capital markets expertise that makes us an attractive Business Combination partner to target
 businesses. Members of our Management Team, who are also principals with Farvahar Partners,
 have advised on and/or helped facilitate raising over $3.5 billion of growth capital to date.
 It has raised capital in various complex financing arrangements, including equity, debt,
 and mezzanine capital through both private raises and public offerings.

 In
February 2023, as further described above, Colombier 1, led by members of our Management Team, announced the Colombier 1 Business
Combination, which closed in July 2023. PublicSq was acquired in the Colombier 1 Business Combination for approximately $200 million,
and the transaction provided nearly $60 million in gross equity proceeds to support the growth of the combined company.

a member of our Management Team, as part of the Sponsor teams supporting Churchill Capital investment vehicles, has additionally assisted
in completing four SPAC Business Combinations associated with SPAC initial public offerings with proceeds of over $4.5 billion and PIPE
capital of $5.6 billion.

 Execution &
 Structuring Capability. We believe that our Management Team's
 expertise and reputation allows us to source and complete transactions possessing structural
 attributes that create an attractive investment thesis. These types of transactions are typically
 complex and require creativity, industry knowledge and expertise, rigorous due diligence,
 and extensive negotiations and documentation. We believe that by focusing our investment
 activities on these types of transactions, we are able to generate investment opportunities
 that have attractive risk/reward profiles based on their valuations and structural characteristics.

 Farvahar
Partners, a boutique investment bank with principals that are members of our Management Team, brings execution and structuring experience
to the transaction. Farvahar Partners has developed extensive relationships across several industry verticals by advising growth businesses
on capital formation strategies and acting as a liquidity provider on behalf of these companies' founders and institutional investors.
It also offers other investment banking services to its clients.

 Credentializing
 Ability. Our Management Team, which comprises of principals
 from 1789 Capital, has an established reputation within the EIG ecosystem that enables us
 to credentialize a merger target and public listing to a community of values-driven American
 investors, consumers, media outlets, and social networks. We believe a prospective target
 will seek our assistance with being introduced to, or strengthening its relationship within,
 our ecosystem.

 Ability
 To Drive Business Growth. Our Management Team is well-positioned
 to create value for a target company during a public listing transaction and after merger
 close. We believe our Management Team has evidenced our capabilities for EIG opportunities
 as part of the Colombier 1 Business Combination. Through our access and network, we can assist
 a target with forming new partnerships, generating revenue opportunities, accessing communications
 channels to customers and investors, recruiting experienced executives and directors, securing
 additional capital, optimizing capital structure, assessing strategic alternatives and acquisitions,
 and other value-enhancing initiatives.

members of our Management Team have a track record of building and boosting brands by partnering with influential figures with large
followings, particularly in crowded industries with limited differentiation. This includes collaborating with celebrities, influencers
and internet personalities to leverage their platforms and distinguish brands in competitive markets.

 We
believe that our comprehensive suite of capabilities strongly resonates with potential targets, particularly those within the EIG ecosystem.

 Investment
Criteria

 We
have developed the following high level, non-exclusive investment criteria, and we use it to screen for and evaluate target businesses.
We seek to acquire a business that has:

 $150M
 to $2B Target Size. We seek to acquire a business with an
 aggregate enterprise value between $150 million and $2 billion.

 Scalable
 Growth Platform. We focus on businesses that can efficiently
 expand their operations to capture new markets and respond to increased demand, thereby ensuring
 sustained growth.

 Strong
 Competitive Positioning. We seek a business with defensible,
 highly differentiated technologies, strong intellectual property portfolios, and distinct
 advantages in safeguarding their competitive position and maintaining innovation.

 Committed
 and Capable Management Team. We seek to acquire a business
 with a professional management team whose interests are aligned with those of our investors
 and complement the expertise of our Management Team. Where necessary, we may also look to
 complement and enhance the capabilities of the target business's management team or
 board by recruiting additional talent through our network of contacts.

 Benefit
 from Being a Public Company. We intend to acquire a business
 that will benefit from being publicly traded and can effectively utilize the broader access
 to capital and public profile that are associated with being a publicly traded company.

 Sourced
 Through our Proprietary Channels. We do not participate in
 broadly marketed processes, but rather are aiming to leverage our extensive network to source
 our Business Combination.

 Benefit
 from our Unique Capabilities. We seek to acquire a business
 where the collective capabilities of our Management Team and Sponsor can be leveraged to
 tangibly improve the operations and market position of the target.

 These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination may be
based, to the extent relevant, on these general guidelines, as well as on other considerations, factors and criteria that our Management
may deem relevant. Any particular Business Combination opportunity that we ultimately determine to pursue may only meet some, but not
all, of the above criteria.

 Our
Acquisition Process

 In
evaluating a prospective target business, we conduct a thorough due diligence review that encompasses, among other things, meetings with
incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal
and other information that are made available to us.

 As
of the date of this Report, we have not selected any specific Business Combination target. Accordingly, there is no current basis for
our shareholders to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial Business
Combination. Although our Management will assess the risks inherent in a particular target business with which we may combine, we cannot
assure our shareholder that this assessment will result in our identifying all risks that a target business may encounter. Furthermore,
some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will
adversely impact a target business.

 Initial
Business Combination

 NYSE
rules require that we must consummate an initial Business Combination with one or more operating businesses or assets with a fair market
value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes paid
or payable on the income earned on the Trust Account) at the time of execution of the definitive agreement for such Business Combination.
Our Board of Directors will make the determination as to the fair market value of our initial Business Combination. If our Board of Directors
is not able to independently determine the fair market value of our initial Business Combination, we will obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such
criteria. While we consider it unlikely that our Board of Directors will not be able to make an independent determination of the fair
market value of our initial Business Combination, it may be unable to do so if it is less familiar or experienced with the business of
a particular target or if there is a significant amount of uncertainty as to the value of the target's assets or prospects.

 We
anticipate structuring our initial Business Combination so that the post-transaction company in which our Public Shareholders own
shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our
initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets
of the target business in order to meet certain objectives of the target management team or shareholders (or for other reasons), but
we will only complete such Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of
the voting securities of the target, our shareholders prior to the Business Combination may collectively own a minority interest in the
post-transaction company, depending on valuations ascribed to the target and us in the Business Combination transaction. For example,
we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock,
shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a
result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial Business Combination
could own less than a majority of our outstanding shares subsequent to our initial Business Combination. If less than 100% of the equity
interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such
business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% fair market value test described
above. If the Business Combination involves more than one target business, the 80% fair market value test will be based on the aggregate
value of all of the target businesses.

 Pursuant
to our Amended and Restated Memorandum, we have until the end of our Combination Period, November 24, 2025 (or February 24, 2026 if we
have executed a letter of intent, agreement in principle or definitive agreement for an initial Business Combination by November 24,
2025), or until such earlier liquidation date as our Board of Directors may approve, to complete an initial Business Combination. However,
we may hold a shareholder vote at any time to amend our Amended and Restated Memorandum to modify the amount of time we will have to
consummate an initial Business Combination (as well as to modify the substance or timing of our obligation to redeem 100% of our Public
Shares if we have not consummated an initial Business Combination within the time periods described herein or with respect to any other
material provisions relating to shareholders' rights or pre-initial Business Combination activity). As described herein, our
Sponsor, executive officers, directors and directors have agreed that they will not propose any such amendment unless we provide our
Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account (net of Permitted Withdrawals), divided by the number of then-outstanding Public Shares, subject to the limitations described
herein.

 Sourcing
of Potential Initial Business Combination Targets

 We
believe our Management Team is well positioned to identify unique opportunities across the private company landscape in the EIG industries.
Our selection process leverages our relationships with leading private company founders, executives of private and public companies,
venture capitalists, private equity and growth equity funds.

 We
may engage the services of professional firms or other individuals that specialize in business acquisitions in the future, in which event
we may pay a finder's fee, consulting fee or other compensation to be determined in an arm's length negotiation based on
the terms of the transaction. We will engage a finder only to the extent our Management determines that the use of a finder may bring
opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction
that our Management determines is in our best interest to pursue. Payment of a finder's fee is customarily tied to completion of
a transaction, in which case any such fee will be paid out of the funds held in the Trust Account. Any such payments prior to our initial
Business Combination will be made from funds (i) held outside the Trust Account or (ii) from Permitted Withdrawals.

 We
are not prohibited from paying any fees (such as advisory fees), reimbursements or cash payments to our Sponsor, officers or directors,
or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination,
including the following payments, all of which, if made prior to the completion of our initial Business Combination, will be paid from
funds (i) held outside the Trust Account or (ii) from Permitted Withdrawals:

 Repayment
 of up to an aggregate of $300,000 in loans under the IPO Promissory Note, made to us by our
 Sponsor, to cover offering-related and organizational expenses;

 to an affiliate of our Sponsor of $10,000 per month, for office space and secretarial and
 administrative support services; upon completion of our initial Business Combination or our
 liquidation pursuant to the Administrative Services Agreement, we will cease paying these
 monthly fees;

 to an affiliate of our Sponsor, of $60,000 per month for the services of our Chief Executive
 Officer, Chief Financial Officer, Chief Investment Officer and Chief Operating Officer pursuant
 to the Services and Indemnification Agreement; upon completion of our initial Business Combination
 or our liquidation, we will cease paying these monthly fees;

 Reimbursement
 for any out of-pocket expenses related to identifying, investigating and completing an initial
 Business Combination;

 of a finder's fee, advisory fee, consulting fee or success fee for any services they
 render in order to effectuate the completion of our initial Business Combination; and

 Repayment
 of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or
 certain of our officers and directors to finance transaction costs in connection with an
 intended initial Business Combination. Up to $1,500,000 of such Working Capital Loans may
 be convertible into warrants of the post-Business Combination entity at a price of $1.00
 per warrant at the option of the lender. The warrants would be identical to the Private
 Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if
 any, have not been determined and no written agreements exist with respect to such Working
 Capital Loans.

 We
are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, executive officers
or directors, or completing the Business Combination through a joint venture or other form of shared ownership with our Sponsor, executive
officers or directors. In the event we seek to complete an initial Business Combination with a target that is affiliated with our Sponsor,
executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment
banking firm or another independent entity that commonly renders valuation opinions stating that such an initial Business Combination
is fair to our Company from a financial point of view and a majority of our disinterested and independent directors approve such transaction.

 Certain
members of our Management Team (including our independent directors) directly or indirectly own Founder Shares and/or Private Placement
Warrants and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business
with which to effectuate our initial Business Combination. The low price that our Sponsor and/or our executive officers and directors
(directly or indirectly) paid for the Founder Shares creates an incentive whereby our officers and directors could potentially make a
substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for Public Shareholders.
If we are unable to complete our initial Business Combination within the Combination Period, the Founder Shares and Private Placement
Warrants may expire worthless, except to the extent the holders thereof receive liquidating distributions from assets outside the Trust
Account, which could create an incentive for our Sponsor and our executive officers and directors to complete any transaction, regardless
of its ultimate value. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular
Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition
to any agreement with respect to our initial Business Combination.

 Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to another entity pursuant to which such officer or director is or will be required to present a Business Combination opportunity to
such entity. Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity that is suitable for
an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual
obligations to present such Business Combination opportunity to such other entity, subject to their fiduciary duties under the Companies
Act. Our Amended and Restated Memorandum provides that, to the fullest extent permitted by applicable law: (i) no individual serving
as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly
or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy
in, or in being offered an opportunity to participate in, any potential transaction or matter that may be a corporate opportunity for
any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual
obligations of our officers or directors will materially affect our ability to complete our initial Business Combination.

 In
addition, our Sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or
investment ventures during the period in which we are seeking an initial Business Combination. Any such companies, businesses or investments
may present additional conflicts of interest in pursuing an initial Business Combination. However, we do not believe that any such potential
conflicts would materially affect our ability to complete our initial Business Combination.

 Financial
Position

 With
funds available for a Business Combination as of December 31, 2023 in the amount of approximately $170,856,457 (before redemptions, any
Permitted Withdrawals, and payment of $5,950,000 of deferred underwriting fees), we offer a target business a variety of options such
as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening
its balance sheet by reducing its debt ratio. Because we are able to complete our initial Business Combination using our cash, debt or
equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us
to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure
third-party financing and there can be no assurance it will be available to us.

 Lack
of Business Diversification

 For
an indefinite period of time after the completion of our initial Business Combination, the prospects for our success may depend entirely
on the future performance of a single business. Unlike other entities that have the resources to complete Business Combinations with
multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate
the risks of being in a single line of business. By completing our initial Business Combination with only a single entity, our lack of
diversification may:

 subject
 us to negative economic, competitive and regulatory developments, any or all of which may
 have a substantial adverse impact on the particular industry in which we operate after our
 initial Business Combination, and

 cause
 us to depend on the marketing and sale of a single product or limited number of products
 or services.

 Limited
Ability to Evaluate the Target's Management Team

 Although
we closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial Business
Combination with that business, our assessment of the target business's management may not prove to be correct. In addition, the
future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future
role of members of our Management Team, if any, in the target business cannot presently be stated with any certainty. The determination
as to whether any of the members of our Management Team will remain with the combined company will be made at the time of our initial
Business Combination. While it is possible that one or more of our directors will remain associated in some capacity with us following
our initial Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial
Business Combination. Moreover, members of our Management Team may not have significant experience or knowledge relating to the operations
of the particular target business.

 Our
key personnel may not remain in senior management or advisory positions with the combined company. The determination as to whether any
of our key personnel will remain with the combined company will be made at the time of our initial Business Combination.

 Following
a Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We
may not have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience
necessary to enhance the incumbent management.

 Shareholders
May Not Have the Ability to Approve Our Initial Business Combination

 We
may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Amended
and Restated Memorandum. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we
may decide to seek shareholder approval for business or other legal reasons.

 Under
the NYSE's listing rules, shareholder approval would be required for our initial Business Combination if, for example:

 we
 issue (other than in a public offering for cash) Class A Ordinary Shares that will either
 (a) be equal to or in excess of 20% of the number of Class A Ordinary Shares then
 outstanding or (b) have voting power equal to or in excess of 20% of the voting power
 then outstanding;

 any
 of our directors, officers or substantial security holders (as defined by the NYSE rules)
 has a 5% or greater interest, directly or indirectly, in the target business or assets to
 be acquired and if the number of Ordinary Shares to be issued, or if the number of Ordinary
 Shares into which the securities may be convertible or exercisable, exceeds either (a) 1%
 of the number of Ordinary Shares or 1% of the voting power outstanding before the issuance
 in the case of any of our directors and officers or (b) 5% of the number of Ordinary
 Shares or 5% of the voting power outstanding before the issuance in the case of any substantial
 security holders; or

 the
 issuance or potential issuance of Ordinary Shares will result in our undergoing a change
 of control.

 Permitted
Purchases of Our Securities

 If
we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business
Combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase
Public Shares and/or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion
of our initial Business Combination. There is no limit on the number of Public Shares or Public Warrants our Sponsor, directors, officers,
advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NYSE rules. However, they
have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any
such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions.
If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material
non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

 In
the event that our Sponsor, directors, officers, advisors or their affiliates purchase Public Shares in privately negotiated transactions
from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to
revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender
offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules
under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to
such rules, the purchasers will comply with such rules.

 The
purpose of any such purchases of shares could be to satisfy a closing condition in an agreement with a target that requires us to have
a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such requirement
would otherwise not be met, or to reduce the number of shares being submitted for redemption. The purpose of any such purchases of Public
Warrants could be to reduce the number of Public Warrants outstanding. Any such purchases of our securities may result in the completion
of our initial Business Combination that may not otherwise have been possible.

 In
addition, if such purchases are made, the public "float" of our Class A Ordinary Shares or Public Warrants may be reduced
and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation,
listing or trading of our securities on a national securities exchange.

 Our
Sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our Sponsor, officers,
directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt
of redemption requests submitted by shareholders (in the case of Class A Ordinary Shares) following our mailing of proxy materials
in connection with our initial Business Combination. To the extent that our Sponsor, officers, directors, advisors or their affiliates
enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election
to redeem their shares for a pro rata share of the Trust Account or vote against our initial Business Combination, whether
or not such shareholder has already submitted a proxy with respect to our initial Business Combination, but only if such shares have
not already been voted at the general meeting related to our initial Business Combination. Our Sponsor, executive officers, directors,
advisors or any of their affiliates will select which shareholders to purchase shares from based on a negotiated price and number of
shares and any other factors that they may deem relevant, and will only purchase shares if such purchases comply with Regulation M
under the Exchange Act and the other federal securities laws. Our Sponsor, officers, directors and/or their affiliates will be restricted
from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent
such purchases are subject to such reporting requirements.

 Redemption
Rights for Public Shareholders upon Completion of Our Initial Business Combination

 We
will provide our Public Shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion
of our initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account calculated as of two business days prior to the consummation of an initial Business Combination, including interest
earned on the funds held in the Trust Account (which interest shall be net of Permitted Withdrawals), divided by the number of then outstanding
Public Shares, subject to the limitations and on the conditions described herein. As of December 31, 2023, the amount in the Trust Account
was approximately $10.05 per Public Share (before any Permitted Withdrawals). The per share amount we will distribute to investors who
properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

 Our
Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to any Founder Shares and Public Shares they may hold in connection with the completion of our initial Business Combination.

 Limitations
on Redemptions

 Our
Amended and Restated Memorandum provides that we will only consummate an initial Business Combination if our net tangible assets will
be at least $5,000,001 either immediately prior to or upon consummation of our initial Business Combination. In addition, our proposed
initial Business Combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners,
(ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.
In the event the aggregate cash consideration we would be required to pay for all Class A Ordinary Shares that are validly submitted
for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination
exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any shares in connection
with such initial Business Combination, and all Class A Ordinary Shares submitted for redemption will be returned to the holders
thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness
in connection with our initial Business Combination, including pursuant to forward purchase agreements or backstop arrangements we may
enter into following consummation of our Initial Public Offering, in order to, among other reasons, satisfy such net tangible assets
or minimum cash requirements.

 Manner
of Conducting Redemptions

 We
will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our
initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination
or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a
proposed initial Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a
variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder
approval under applicable law or stock exchange listing requirements. Asset acquisitions and share purchases would not typically require
shareholder approval while direct mergers with our Company (other than with a 90% subsidiary of ours) and any transactions where we issue
more than 20% of our outstanding Ordinary Shares or seek to amend our Amended and Restated Memorandum would require shareholder approval.
So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with the NYSE's shareholder
approval rules.

 The
requirement that we provide our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed
above will be contained in provisions of our Amended and Restated Memorandum and will apply whether or not we maintain our registration
under the Exchange Act or our listing on the NYSE. Such provisions may be amended if approved by a special resolution of our
shareholders, which is a resolution passed by at least two-thirds of the shareholders as, being entitled to do so, vote in person
or by proxy at a general meeting of the company and includes a unanimous written resolution.

 If
we provide our Public Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will:

 conduct
 the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A
 of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to
 the tender offer rules, and

 file
 proxy materials with the SEC.

 If
we seek shareholder approval, we will complete our initial Business Combination only if we receive the approval of an ordinary resolution
under our Amended and Restated Memorandum and Cayman Islands law, which is a resolution passed by a simple majority of the shareholders
as, being entitled to do so, vote at a general meeting of the company and includes a unanimous written resolution. In accordance with
our Amended and Restated Memorandum, a quorum for such meeting will be holders of one-third of the shares in the capital of the
company being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative
or proxy at the general meeting. Our Sponsor will count towards this quorum and, pursuant to the Letter Agreement, our Sponsor, officers
and directors have agreed to vote any Founder Shares and any Public Shares purchased during or after our Initial Public Offering (including
in open market and privately-negotiated transactions) in favor of our initial Business Combination. For purposes of seeking approval
of an ordinary resolution, non-votes will have no effect on the approval of our initial Business Combination once a quorum is obtained.
As a result, in addition to our Sponsor' Founder Shares, we would need 6,375,001, or approximately 37.5% of the 17,000,000 Public
Shares issued and outstanding to be voted in favor of an initial Business Combination in order to have our initial Business Combination
approved (assuming all outstanding shares are voted and applicable law does not require approval by a greater majority than an ordinary
resolution). Assuming that only one-third of our issued and outstanding Ordinary Shares, representing a quorum under our amended and
restated memorandum and articles of association, are voted, we will not need any Public Shares in addition to our Founder Shares to be
voted in favor of an initial Business Combination in order to have an initial Business Combination approved. These quorum and voting
thresholds, and the voting agreements of our Sponsor, may make it more likely that we will consummate our initial Business Combination.
Each Public Shareholder may elect to redeem its Public Shares irrespective of whether they vote for or against the proposed transaction
or whether they were a shareholder on the record date for the shareholder meeting held to approve the proposed transaction.

 If
a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:

 conduct
 the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act,
 which regulate issuer tender offers, and

 file
 tender offer documents with the SEC prior to completing our initial Business Combination,
 which contain substantially the same financial and other information about the initial Business
 Combination and the redemption rights as is required under Regulation 14A of the Exchange Act,
 which regulates the solicitation of proxies.

 In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business
days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial Business
Combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on Public Shareholders
not tendering more than a specified number of Public Shares, which number will be based on the requirement that we will only consummate
an initial Business Combination if our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation
of our initial Business Combination. If Public Shareholders tender more shares than we have offered to purchase, we will withdraw the
tender offer and not complete the initial Business Combination.

 Upon
the public announcement of our initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we
or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A Ordinary Shares
in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

 We
intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their
shares in "street name," to, at the holder's option, either deliver their share certificates to our transfer agent
or deliver their shares to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy materials
or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the
vote on the proposal to approve the initial Business Combination. In addition, if we conduct redemptions in connection with a shareholder
vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption
to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included.
The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our Public Shares in connection with
our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements. We
believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or
action from the redeeming Public Shareholders, which could delay redemptions and result in additional administrative cost. If the proposed
initial Business Combination is not approved and we continue to search for a target company, we will promptly return any certificates
or shares delivered by Public Shareholders who elected to redeem their shares.

 Our
Amended and Restated Memorandum provides that we will only consummate an initial Business Combination if our net tangible assets will
be at least $5,000,001 either immediately prior to or upon consummation of our initial Business Combination. In addition, our proposed
initial Business Combination may impose a minimum cash requirement for: (i) cash consideration to be paid to the target or its owners,
(ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.
In the event the aggregate cash consideration we would be required to pay for all Class A Ordinary Shares that are validly submitted
for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination
exceed the aggregate amount of cash available to us, we will not complete the initial Business Combination or redeem any shares in connection
with such initial Business Combination, and all Class A Ordinary Shares submitted for redemption will be returned to the holders
thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness
in connection with our initial Business Combination, including pursuant to forward purchase agreements or backstop arrangements we may
enter into following consummation of our Initial Public Offering, in order to, among other reasons, satisfy such net tangible assets
or minimum cash requirements.

 Limitation
on Redemption Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

 If
we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business
Combination pursuant to the tender offer rules, our Amended and Restated Memorandum provides that a Public Shareholder, together with
any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as
defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than
an aggregate of 15% of the shares sold in our Initial Public Offering (the "Excess Shares"), without our prior consent. We
believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders
to use their ability to exercise their redemption rights against a proposed Business Combination as a means to force us or our Management
to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. By limiting our
shareholders' ability to redeem no more than 15% of the shares sold in our Initial Public Offering without our prior consent, we
believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial
Business Combination, particularly in connection with a Business Combination with a target that requires as a closing condition that
we have a minimum net worth or a certain amount of cash.

 However,
we would not be restricting our shareholders' ability to vote all of their shares (including Excess Shares) for or against our
initial Business Combination.

 Delivering
Share Certificates in Connection with the Exercise of Redemption Rights

 As
described above, we intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders
or hold their shares in "street name," to, at the holder's option, either deliver their share certificates to our transfer
agent or deliver their shares to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy materials
or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the
vote on the proposal to approve the initial Business Combination. In addition, if we conduct redemptions in connection with a shareholder
vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption
to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included.
The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our Public Shares in connection with
our initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements. Accordingly,
a Public Shareholder would have up to two business days prior to the vote on the initial Business Combination if we distribute proxy
materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit
or tender its shares if it wishes to seek to exercise its redemption rights. In the event that a shareholder fails to comply with these
or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. Given the relatively
short exercise period, it is advisable for shareholders to use electronic delivery of their Public Shares.

 There
is a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through
the DWAC system. The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $100.00
 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred
regardless of whether or not we require holders seeking to exercise redemption rights to submit or tender their shares. The need to deliver
shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

 Any
request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer
documents, as applicable. Furthermore, if a holder of a Public Share delivered its certificate in connection with an election of redemption
rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that
the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders
of our Public Shares electing to redeem their shares will be distributed promptly after the completion of our initial Business Combination.

 If
our initial Business Combination is not approved or completed for any reason, then our Public Shareholders who elected to exercise their
redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the Trust Account.
In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

 If
our initial proposed initial Business Combination is not completed, we may continue to try to complete an initial Business Combination
with a different target until the end of the Combination Period.

 Redemption
of Public Shares and Liquidation if No Initial Business Combination

 Our
Amended and Restated Memorandum provides that we will have only until the end of the Combination Period to complete our initial Business
Combination. If we are unable to complete our initial Business Combination within such Combination Period, we will: (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account (net of Permitted Withdrawals and up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public
Shareholders' rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors,
liquidate and dissolve, subject in each case to our obligations under the Companies Act to provide for claims of creditors and in all
cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect
to our Warrants, which will expire worthless if we fail to complete our initial Business Combination within the Combination Period.

 Our
Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have waived their rights to liquidating
distributions from the Trust Account with respect to any Founder Shares they hold if we fail to complete our initial Business Combination
within the Combination Period. However, if our Sponsor or Management Team acquire Public Shares in or after our Initial Public Offering,
they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our
initial Business Combination within the allotted Combination Period.

 Our
Sponsor, officers and directors have agreed, pursuant to the Letter Agreement with us, that they will not propose any amendment to our
Amended and Restated Memorandum to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not
complete our initial Business Combination within the Combination Period or with respect to any other material provisions relating to
shareholders' rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity
to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of Permitted Withdrawals),
divided by the number of then outstanding Public Shares. However, we will only redeem our Public Shares if our net tangible assets will
be at least $5,000,0001 either immediately prior to or upon consummation of our initial Business Combination.

 We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
funded from amounts remaining out of the approximately $1,292,907 proceeds held outside the Trust Account as of December 31, 2023, although
there may not be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated
with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay
taxes or make other Permitted Withdrawals, we may request the trustee to release to us an additional amount of up to $100,000 of such
accrued interest to pay those costs and expenses.

 If
we were to expend all of the net proceeds of our Initial Public Offering and the sale of the Private Placement Warrants, other than the
proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account and any Permitted
Withdrawals or expenses for the dissolution of the Trust Account, the per-share redemption amount received by shareholders upon
our dissolution would be approximately $10.05. The proceeds deposited in the Trust Account could, however, become subject to the claims
of our creditors which would have higher priority than the claims of our Public Shareholders. We cannot assure our shareholders that
the actual per-share redemption amount received by shareholders will not be substantially less than $10.05. While we intend to pay
such amounts, if any, we may not have funds sufficient to pay or provide for all creditors' claims.

 Although we seek to have all
vendors, service providers (other than our independent registered public accounting firm), prospective target businesses, and other entities
with which we do business execute agreements, with us waive any right, title, interest or claim of any kind in or to any monies held in
the Trust Account for the benefit of our Public Shareholders, there is no guarantee that they will execute such agreements or even if
they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to,
fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of
the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust
Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our Management
will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party
if Management believes that such third party's engagement would be in the best interests of the company under the circumstances.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party
consultant whose particular expertise or skills are believed by Management to be significantly superior to those of other consultants
that would agree to execute a waiver or in cases where Management is unable to find a service provider willing to execute a waiver. The
underwriters of our Initial Public Offering and Withum, our independent registered public accounting firm, will not execute agreements
with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that such entities will agree
to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and
will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, our Sponsor
has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us,
or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement
or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share
and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if
less than $10.00 per Public Share due to reductions in the value of the Trust Account assets, less Permitted Withdrawals; provided
that, such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all
rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity
of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However,
we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor
has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor's only assets are securities of our Company.
Our Sponsor may not be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account,
the funds available for our initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such
event, we may not be able to complete our initial Business Combination, and our shareholders would receive such lesser amount per share
in connection with any redemption of your Public Shares. None of our officers or directors will indemnify us for claims by third parties
including, without limitation, claims by vendors and prospective target businesses.

 In
the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual
amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share
due to reductions in the value of the Trust Account assets, in each case less Permitted Withdrawals, and our Sponsor asserts that it
is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our
independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While
we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification
obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any
particular instance. Accordingly, due to claims of creditors, the actual value of the per-share redemption price will not be less
than $10.00 per share.

 We
will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring
to have all vendors, service providers (except our independent registered public accounting firm), prospective target businesses or other
entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies
held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of our Initial
Public Offering against certain liabilities, including liabilities under the Securities Act. As of December 31, 2023, we had access to
up to approximately $1,292,907 from the proceeds of our Initial Public Offering, as well as any Permitted Withdrawals, with which to
pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no
more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities
is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors.

 If we file a bankruptcy or
winding up petition or an involuntary bankruptcy or winding up petition is filed against us that is not dismissed, the proceeds held in
the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject
to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust
Account, we may not be able to return $10.05 per share to our Public Shareholders. Additionally, if we file a bankruptcy or winding up
petition or an involuntary bankruptcy or winding up petition is filed against us that is not dismissed, any distributions received by
shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a "preferential transfer"
or a "fraudulent preference, conveyance or disposition." As a result, a bankruptcy or other court could seek to recover some
or all amounts received by our shareholders. Furthermore, our Board of Directors may be viewed as having breached its fiduciary duty to
our creditors and/or may have acted in bad faith, and thereby exposing itself and our Company to claims of punitive damages, by paying
Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure our shareholders that claims
will not be brought against us for these reasons.

 Our
Public Shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares
if we do not complete our initial Business Combination within the Combination Period, (ii) in connection with a shareholder vote
to amend our Amended and Restated Memorandum to modify the substance or timing of our obligation to redeem 100% of our Public Shares
if we do not complete our initial Business Combination within the Combination Period or with respect to any other material provisions
relating to shareholders' rights or pre-initial Business Combination activity or (iii) if they redeem their respective
shares for cash upon the completion of our initial Business Combination. In no other circumstances will a shareholder have any right
or interest of any kind to or in the Trust Account. In the event we seek shareholder approval in connection with our initial Business
Combination, a shareholder's voting in connection with the Business Combination alone will not result in a shareholder's
redeeming its shares to us for an applicable pro rata share of the Trust Account. Such shareholder must have also exercised
its redemption rights described above. These provisions of our Amended and Restated Memorandum, like all provisions of our Amended and
Restated Memorandum, may be amended with a shareholder vote.

 Competition

 In
identifying, evaluating and selecting a target business for our initial Business Combination, we encounter competition from other entities
having a business objective similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies
and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying
and effecting Business Combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical,
human and other resources than us. Our ability to acquire larger target businesses is limited by our available financial resources. This
inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash
in connection with our Public Shareholders who exercise or are forced to exercise their redemption rights may reduce the resources available
to us for our initial Business Combination and our outstanding Warrants, and the future dilution they potentially represent, may not
be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully
negotiating an initial Business Combination.

 Employees

 We
currently have 4 executive officers. These individuals are not obligated to devote any specific number of hours to our matters,
but they devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination.
The amount of time they devote in any time period varies based on the stage of the Business Combination process we are in. We do not
intend to have any full-time employees prior to the completion of our initial Business Combination.

 Periodic
Reporting and Financial Information

 We
have registered our Units, Public Shares and Public Warrants under the Exchange Act and have reporting obligations, including
the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act,
our annual reports, including this Report, contain financial statements audited and reported on by Withum, our independent registered
public accountant.

 We
will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials
or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements
will need to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial
statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may
limit the pool of potential target businesses we may conduct an initial Business Combination with because some targets may be unable
to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial
Business Combination within the prescribed time frame. We cannot assure our shareholders that any particular target business identified
by us as a potential Business Combination candidate will have financial statements prepared in accordance with the requirements outlined
above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined
above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may
limit the pool of potential Business Combination candidates, we do not believe that this limitation will be material.

 We
will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2024 as required by the Sarbanes-Oxley Act.
Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth
company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination.

 We
have filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of
the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current
intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the
consummation of our initial Business Combination.

 We
are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman
Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied
for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions
Act (Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law that is enacted in the Cayman
Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition,
that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will
be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or
in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest
or other sums due under a debenture or other obligation of us.

 We
are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.
As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive
compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities
less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more
volatile.

 In
addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

 We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following November
24, 2028, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to
be a large accelerated filer, which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds
$700 million as of the prior June 30 th, and (2) the date on which we have issued more than $1.0 billion
in non-convertible debt securities during the prior three-year period.

we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our Ordinary Shares
held by non-affiliates exceeds $250 million as of the prior June 30th, and (ii) our annual revenues exceed $100 million
during such completed fiscal year or the market value of our Ordinary Shares held by non-affiliates exceeds $700 million as
of the prior June 30.

 Item
1A. Risk Factors.

 As
a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However,
the following is a partial list of material risks, uncertainties and other factors that could have a material effect on us and our operations:

 we
 are a blank check company and an early stage company with no revenue or basis to evaluate our ability to select a suitable business
 target;

 we
 may not be able to select an appropriate target business or businesses and complete our initial Business Combination in the prescribed
 time frame;

 our
 expectations around the performance of a prospective target business or businesses may not be realized;

 we
 may not be successful in retaining or recruiting required officers, key employees or directors following our initial Business
 Combination;

 our
 officers and directors may have difficulties allocating their time between our Company and other businesses and may potentially have
 conflicts of interest with our business or in approving our initial Business Combination;

 we
 may not be able to obtain additional financing to complete our initial Business Combination or reduce the number of shareholders
 requesting redemption;

 we
 may issue our shares to investors in connection with our initial Business Combination at a price that is less than the prevailing
 market price of our shares at that time;

 our
 shareholders may not be given the opportunity to choose the initial business target or to vote on the initial Business Combination;

 Trust
 Account funds may not be protected against third-party claims or bankruptcy;

 an
 active market for our public securities may not develop and our shareholders will have limited liquidity and trading;

 the
 availability to us of funds from interest income on the Trust Account from Permitted Withdrawals may be insufficient to operate our
 business prior to the Business Combination;

 our
 financial performance following a Business Combination with an entity may be negatively affected by their lack of an established
 record of revenue, cash flows and experienced management;

 there
 may be more competition to find an attractive target for an initial Business Combination, which could increase the costs associated
 with completing our initial Business Combination and may result in our inability to find a suitable target;

 changes
 in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate
 and complete an initial Business Combination;

 we
 may attempt to simultaneously complete Business Combinations with multiple prospective targets, which may hinder our ability to complete
 our initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability;

 we
 may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the Initial
 Public Offering, which may include acting as a financial advisor in connection with an initial Business Combination or as placement
 agent in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions
 that will be released from the Trust Account only upon completion of an initial Business Combination. These financial incentives
 may cause them to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering,
 including, for example, in connection with the sourcing and consummation of an initial Business Combination;

 we
 may attempt to complete our initial Business Combination with a private company about which little information is available, which
 may result in a Business Combination with a company that is not as profitable as we suspected, if at all;

 since
 our Sponsor will lose its entire investment in us if our initial Business Combination is not completed (other than with respect to
 any Public Shares they may acquire during or after the Initial Public Offering), and because our Sponsor, officers and directors
 may profit substantially even under circumstances in which our Public Shareholders would experience losses in connection with their
 investment, a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our
 initial Business Combination;

 the value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our Ordinary Shares at such time is substantially less than $10.05 per share (as of December 31, 2023);

 resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial Business Combination within the Combination Period, our Public Shareholders may receive only approximately $10.05 per share (as of December 31, 2023), or less than such amount in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless;

 we
 may not be able to complete an initial Business Combination with certain potential target companies if a proposed transaction with
 the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations,
 including the Committee on Foreign Investment in the United States

 recent
 increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an
 initial Business Combination;

 adverse
 developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance
 by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects;

 we do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial Business Combination with which a substantial majority of our shareholders or warrant holders do not agree;

 military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination; and

 if our initial Business Combination involves a company organized under the laws of a state of the United States, it is possible the Excise Tax will be imposed on us in connection with redemptions of our Ordinary Shares after or in connection with such initial Business Combination.

 Market
conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability
to consummate a Business Combination.

 In
recent years, the United States and other markets have experienced cyclical or episodic downturns, and worldwide economic conditions
remain uncertain, including as a result of the COVID-19 pandemic, supply chain disruptions, the Ukraine-Russia conflict, conflict in
the Middle East, instability in the U.S. and global banking systems, rising fuel prices, increasing interest rates or foreign exchange
rates and high inflation and the possibility of a recession. A significant downturn in economic conditions may make it more difficult
for us to consummate a Business Combination.

 We
cannot predict the timing, strength, or duration of any future economic slowdown or any subsequent recovery generally, or in any industry.
If the conditions in the general economy and the markets in which we operate worsen from present levels, our business, financial condition,
operating results and our ability to consummate a Business Combination could be adversely affected.

 If we seek to further extend the Combination
Period, such extension would not be in compliance with NYSE rules, and unless NYSE were to grant us an exemption, will likely lead NYSE
to suspend trading in or delist our securities.

 Our securities are listed
on NYSE. Section 102.06(e) of the NYSE Manual requires that a SPAC complete one or more business combinations within 36 months of
the effectiveness of its initial public offering registration statement, which, in our case, would be November 20, 2026 (the "NYSE
Deadline"). If we were to seek to further extend the Combination Period beyond November 20, 2026, our Combination Period would extend
beyond the NYSE Deadline. Consequently, further extension of our Combination Period does not comply with NYSE rules. There is a risk that,
even if an extension were approved by our shareholders, trading in our securities may be suspended and we may be subject to delisting
by NYSE. We cannot assure you that (i) NYSE will not delist our securities in the event such an extension were approved and we do not
complete one or more Business Combinations by the NYSE Deadline, (ii) we will be able to obtain a hearing with NYSE's Hearings Panel
to appeal the delisting determination, or (iii) our securities will not be suspended pending the Hearing Panel's decision.

 If NYSE delists any of our
securities from trading and we are unable to list our securities on another national securities exchange, we expect our securities could
potentially be quoted on an over-the-counter market. However, if this were to occur, we could face significant material adverse consequences.

 Cyber incidents or attacks directed at us
or third parties could result in information theft, data corruption, operational disruption and/or financial loss.

 We depend on digital technologies,
including information systems, infrastructure and cloud applications and services, including those of third parties with whom we may deal.
Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third
parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential
data. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against
such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to,
cyber incidents. Any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead
to financial loss.

 Changes in laws or regulations, or a failure
to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial
Business Combination, and results of operations.

 We are subject to laws and
regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal
requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time
consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those
changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply
with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability
to negotiate and complete our initial Business Combination, and results of operations.

 On January 24, 2024, the SEC
adopted the 2024 SPAC Rules requiring, among other matters, (i) additional disclosures relating to SPAC Business Combination transactions
(ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial
public offerings and Business Combination transactions; (iii) additional disclosures regarding projections included in SEC filings in
connection with proposed Business Combination transactions and (iv) the requirement that both the SPAC and its target company be
co-registrants for Business Combination registration statements

 In addition, the SEC's
adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company
Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance
of such goals.

 Compliance with the 2024 SPAC
Rules and related guidance may (i) increase the costs of and the time needed to negotiate and complete an initial Business Combination
and (ii) constrain the circumstances under which we could affect our ability to complete an initial Business Combination.

 If we are deemed to be an investment company
under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,
which may make it difficult for us to complete our initial Business Combination.

 The SEC's adopting release
with respect to the 2024 SPAC Rules provided guidance relating to the potential status of SPACs as investment companies subject to regulation
under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company is dependent on specific facts
and circumstances and we can give no assurance that a claim will not be made that we have been operating as an unregistered investment
company.

 If we are deemed to be an
investment company under the Investment Company Act, our activities may be restricted, including (i) restrictions on the nature of our
investments; and (ii) restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial Business
Combination.

 In addition, we may have imposed
upon us burdensome requirements, including: (i) registration as an investment company; (ii) adoption of a specific form of corporate structure;
and (iii) reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

 In order not to be regulated
as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged
primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting,
owning, holding or trading "investment securities" constituting more than 40% of our total assets (exclusive of U.S. government
securities and cash items) on an unconsolidated basis. We are mindful of the SEC's investment company definition and guidance and
intend to complete an initial Business Combination with an operating business, and not with an investment company, or to acquire minority
interests in other businesses exceeding the permitted threshold.

 We do not believe that our
business activities will subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account are invested only
in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets
in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk
that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we
hold investments in the Trust Account, we may, at any time, instruct Continental, as trustee of the Trust Account, to liquidate the investments
held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account
at a bank.

 Pursuant to the Trust Agreement,
Continental is not permitted to invest in securities or assets other than as described above. By restricting the investment of the proceeds
to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying
and selling businesses in the manner of a merchant bank or private equity fund), we intended to avoid being deemed an "investment
company" within the meaning of the Investment Company Act. Our Initial Public Offering was not intended for persons who were seeking
a return on investments in government securities or investment securities. The Trust Account is intended solely as a temporary depository
for funds pending the earliest to occur of: (i) the completion of our initial Business Combination; (ii) the redemption of any Public
Shares properly submitted in connection with a shareholder vote to amend our Amended and Restated Charter (x) in a manner that would affect
the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our initial Business Combination within
the Combination Period; or (y) with respect to any other provision relating to the rights of holders of shares of our Class A Ordinary
Shares or pre-initial Business Combination activity; or (iii) absent an initial Business Combination within the Combination Period, our
return of the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares.

 We are aware of litigation
claiming that certain SPACs should be considered investment companies. Although we believe that these claims are without merit, we cannot
guarantee that we will not be deemed to be an investment company and thus subject to the Investment Company Act. If we were deemed to
be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which
we have not allotted funds and may hinder our ability to complete an initial Business Combination or may result in our liquidation. If
we are unable to complete our initial Business Combination, our Public Shareholders may receive only approximately $10.05 per Public Share
(as of December 31, 2023) upon the liquidation of our Trust Account and our Warrants will expire worthless.

 For additional risks relating
to our operations, other than as set forth above, see the section titled "Risk Factors" contained in our IPO Registration
Statement. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition.
Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose
changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

 Item
1B. Unresolved Staff Comments.

 Not
applicable.

 Item
1C. Cybersecurity.

 As a blank check company, we do not have any operations and our sole
business activity has been to search for and consummate a Business Combination. However, because we have investments in our Trust Account
and bank deposits and we depend on the digital technologies of third parties, we and third parties may be subject to attacks on or security
breaches in our or their systems. Because of our reliance on the technologies of third parties, we also depend upon the personnel and
the processes of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose.
In the event of a cybersecurity incident impacting us, the Management Team will report to the Board of Directors and provide updates on
the Management Team's incident response plan for addressing and mitigating any risks associated with such an incident. As an early-stage
company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We
also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It
is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead
to financial loss. We have not encountered any cybersecurity incidents since our Initial Public Offering.

 Item
2. Properties.

 Our
executive offices are located at 214 Brazilian Avenue, Suite 200-J, Palm Beach, FL 33480, and our telephone number is (561) 805-3588.
The cost for our use of this space is included in the $10,000 per month fee we pay to an affiliate of our Sponsor for office space and
secretarial and administrative support services, pursuant to the Administrative Services Agreement; upon completion of our initial Business
Combination or our liquidation, we will cease paying these monthly fees. We consider our current office space adequate for our current
operations.

 Item
3. Legal Proceedings.

 To
the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers
or directors in their capacity as such or against any of our property.

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

 (a)
Market Information

 Our
Units, Public Shares and Public Warrants are each traded on the New York Stock Exchange under the symbols "CLBR.U," "CLBR"
and "CLBR.WS," respectively. Our Units commenced public trading on November 21, 2023, and our Public Shares and Public Warrants
commenced separate public trading on January 11, 2024.

 (b)
Holders

 On
March 25, 2024, there was one holder of record of our Units, no holders of record of our Class A Ordinary Shares and one holder
of record of our Warrants.

 (c) Dividends

 We
have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our
initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends
subsequent to our initial Business Combination will be within the discretion of our Board of Directors at such time. In addition, our
Board of Directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further,
if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by
restrictive covenants we may agree to in connection therewith.

 (d)
Securities Authorized for Issuance Under Equity Compensation Plans

 None.

 (e)
Recent Sales of Unregistered Securities

 Simultaneously
with the closing of the Initial Public Offering, pursuant to the Warrant Subscription Agreement, we completed the sale of an aggregate
of 5,000,000 Private Placement Warrants to the Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement Warrant,
generating gross proceeds to us of $5,000,000. The Private Placement Warrants are identical to the Public Warrant sold in the Initial
Public Offering, except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid
with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act.

 (f)
Use of Proceeds from the Initial Public Offering

 On
November 24, 2025, we consummated our Initial Public Offering of 17,000,000 Units, including 2,000,000 Units issued pursuant to
the exercise of the underwriters' over-allotment option. Each Unit consists of one Public Share, and one-third of one Public Warrant,
with each whole Public Warrant entitling the holder thereof to purchase one share of Class A Ordinary Share for $11.50 per share.

 The
Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $170,000,000. BTIG, LLC acted as sole book runner
and representative of the underwriters. On November 24, 2025, simultaneously with the consummation of our Initial Public Offering, we
completed the private sale of an aggregate of 5,000,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement
Warrants, to our Sponsor, generating gross proceeds of $5,000,000.

 Following
the closing of our Initial Public Offering and the Private Placement, a total of $170,000,000 comprised of $167,450,000 of the proceeds
from the Initial Public Offering (which amount includes $5,950,000 of the underwriters' deferred discount) and $2,550,000 of the
proceeds from the Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee. The proceeds held
in the Trust Account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money
market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment
Company Act. The specific investments in our Trust Account may change from time to time.

 There
has been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as is described
in our final prospectus related to our Initial Public Offering and the IPO Registration Statement. The specific investments in our Trust
Account may change from time to time.

 (g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Cautionary
Note Regarding Forward-Looking Statements

 All
statements other than statements of historical fact included in this Report including, without limitation, statements under this Item
regarding our financial position, business strategy and the plans and objectives of Management for future operations, are forward-looking
statements. When used in this Report, words such as "anticipate," "believe," "estimate," "expect,"
"intend" and similar expressions, as they relate to us or our Management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of our Management, as well as assumptions made by, and information currently available to, our Management.
Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed
in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf
are qualified in their entirety by this paragraph.

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this Report.

 Overview

 We
are a blank check company incorporated in the Cayman Islands on September 27, 2023, formed for the purpose of effecting a Business Combination
with one or more businesses or entities. We intend to effectuate our Business Combination using cash derived from the proceeds of the
Initial Public Offering and the Private Placement, our shares, debt or a combination of cash, shares and debt.

 We
expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure our shareholders that our plans
to complete a Business Combination will be successful.

 Recent Developments

 On January 9, 2024, we announced
that, commencing on January 11, 2024, the holders of the Units, each Unit consisting of one Public Share and one-third of one Public Warrant,
with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, could elect to
separately trade the Public Shares and the Public Warrants included in the Units. No fractional Public Warrants will be issued upon separation
of the Units and only whole Public Warrants will trade. Any Units not separated will continue to trade on the New York Stock Exchange
under the symbol "CLBR.U." The Public Shares and the Public Warrants now trade on the New York Stock Exchange under the symbols
"CLBR" and "CLBR.WS," respectively. Holders of Units will need to have their brokers contact Continental, our
transfer agent, in order to separate the Units into Public Shares and Public Warrants.

 Results
of Operations

 We
have neither engaged in any operations nor generated any revenues to date. Our only activities from September 27, 2023 (inception) through
December 31, 2023 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying
a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business
Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur
expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due
diligence expenses.

 For
the period from September 27, 2023 (inception) through December 31, 2023, we had a net income of $414,496, which consisted of interest
earned on marketable securities held in the Trust Account of $856,457, offset by operating expenses of $441,961.

 Factors
That May Adversely Affect our Results of Operations

 Our
results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could
cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted
by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in
interest rates, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical
instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more
of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete
an initial Business Combination.

 Liquidity
and Capital Resources

 On
November 24, 2023, we consummated the Initial Public Offering of 17,000,000 Units, which includes the partial exercise by the underwriters
of their over-allotment option in the amount of 2,000,000 Units, at $10.00 per Unit, generating gross proceeds of $170,000,000. Simultaneously
with the closing of the Initial Public Offering, pursuant to the Warrant Subscription Agreement, we consummated the sale of 5,000,000
Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, or $5,000,000 in the aggregate.

 For the period from September
27, 2023 (inception) through December 31, 2023, net cash used in operating activities was $680,873. Net income of $414,496 was affected
by interest earned on marketable securities of $856,457, formation and operation expenses paid by the Sponsor of $84,729 and changes in
operating assets and liabilities, which used $323,641 of cash from operating activities.

 From
interest earned on the Trust Account, we can withdraw, as Permitted Withdrawals, (i) up to $1,000,000 annually to fund working capital
requirements in connection with completing a Business Combination and (ii) funds to pay our taxes. As of December 31, 2023, there have
been no such Permitted Withdrawals from the Trust Account.

 On
September 27, 2023, the Sponsor loaned us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant
to the IPO Promissory Note. This loan was non-interest bearing and payable on the earlier of December 31, 2024, or the date on which
we consummated the Initial Public Offering. The outstanding balance of $196,319 was repaid at the closing of the Initial Public Offering
on November 24, 2023, and borrowings under the IPO Promissory Note are no longer available.

 At
December 31, 2023, we had cash and marketable securities held in the Trust Account of $170,856,457 (including approximately $856,457
of interest income). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest
earned on the Trust Account, which interest shall be net of Permitted Withdrawals and excluding deferred underwriting commissions, to
complete our Business Combination. We may withdraw interest from the Trust Account for any Permitted Withdrawals. To the extent that
our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held
in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions
and pursue our growth strategies.

 At
December 31, 2023, we had cash of $1,292,907 held outside of the Trust Account. We use the funds held outside the Trust Account primarily
to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,
plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material
agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

 In
order to finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or
certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans as may be required on a non-interest
bearing basis. If we complete the initial Business Combination, we will repay such Working Capital Loans. In the event that the initial
Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working
Capital Loans, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans
may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of the initial Business
Combination. The warrants would be identical to the Private Placement Warrants. Other than as set forth above, the terms of such Working
Capital Loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such Working
Capital Loans. There are no Working Capital Loans outstanding as of December 31, 2023.

 We
do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However,
if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination
are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business
Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated
to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional
securities or incur debt in connection with such Business Combination.

 Off-Balance
Sheet Financing Arrangements

 We
have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2023. We do not
participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable
interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered
into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other
entities, or purchased any non-financial assets.

 Contractual
Obligations

 We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the (i) the
Administrative Services Agreement and (ii) Services and Indemnification Agreement. Under the Administrative Services Agreement, we pay
$10,000 per month to an affiliate of our Sponsor for office space and secretarial and administrative support services. Under the Services
and Indemnification Agreement, we pay an affiliate of the Sponsor $60,000 per month for the services of our Chief Executive Officer,
Chief Financial Officer, Chief Investment Officer, and Chief Operating Officer. We will cease these monthly fees under both the Administrative
Services Agreement and the Services and Indemnification Agreement upon the earlier to occur of the completion of our initial Business
Combination or liquidation. As of December 31, 2023, we have paid $20,000 and $80,000, respectively, pursuant to the Administrative Services
Agreement and the Services and Indemnification Agreement.

 The
underwriters were entitled to a cash underwriting fee of $0.15 per Unit, or $2,550,000 in the aggregate, paid upon the closing of the
Initial Public Offering. In addition, $0.35 per Unit, or $5,950,000 in the aggregate, will be payable to the underwriters for a deferred
underwriting fee. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if we complete
an initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Up to $0.30 per
Unit of the $0.35 at our sole discretion may be reallocated for expenses in connection with our initial Business Combination and working
capital needs post the initial Business Combination. Any such reduction of the deferred underwriting fee shall reduce proportionately
the deferred underwriting fee to the underwriters and will also reduce proportionately the amount payable to Roth Capital Partners, LLC
("Roth") under the Financial Advisory Services Agreement (as defined below).

 On
November 20, 2023, we entered into a Financial Advisory Services Agreement with Roth (the "Financial Advisory Services Agreement"),
pursuant to which, Roth provided us with consulting and advisory services in connection with the Initial Public Offering. Roth represented
our interests only, was independent of the underwriters and was not a party to any securities purchase agreement with the Company, the
underwriters, or investors in relation to the Initial Public Offering. Roth did not participate (within the meaning of FINRA Rule 5110(j)(16))
in the Initial Public Offering; acted as an independent financial adviser (within the meaning of FINRA Rule 5110(j)(9)), and it did not
act as an underwriter in connection with the Initial Public Offering. Roth's fee was $510,000, payable upon the closing of the
Initial Public Offering. A deferred fee of up to $1,190,000 will be paid to Roth at the closing of the Business Combination. This deferred
fee will only be paid to Roth if the Company completes a Business Combination. Roth's fees in both cases will be offset from the
underwriting fees already recorded between the cash underwriting fee of $2,550,000 and the deferred underwriting fee of $5,950,000, resulting
in no additional incremental fee already recorded by the Company.

 Critical
Accounting Estimates

 The preparation of financial
statements and related disclosures in conformity with GAAP requires Management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income
and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical
accounting estimates. The following are the critical accounting policies:

 Ordinary
Shares Subject to Possible Redemption

 We account for our Ordinary
Shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, "Distinguishing Liabilities from Equity"
("ASC 480"). Ordinary Shares subject to mandatory redemption is classified as a liability instrument and is measured at fair
value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that feature redemption rights that are either within the control
of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary
equity. At all other times, Ordinary Shares are classified as shareholders' equity. Our Ordinary Shares feature certain redemption
rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Ordinary Shares
subject to possible redemption are presented as temporary equity, outside of the shareholders' deficit section of our balance sheet
of the financial statement contained elsewhere in this Report.

 Warrant
Instruments

 We account for Warrants as
either equity-classified or liability-classified instruments based on an assessment of the instruments' specific terms and applicable
authoritative guidance in ASC 480 and FASB ASC Topic 815, "Derivatives and Hedging" ("ASC 815"). The assessment
considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant
to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments
are indexed to a company's common shares and whether the instrument holders could potentially require "net cash settlement"
in a circumstance outside of a company's control, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, is conducted at the time of Warrant issuance and as of each subsequent quarterly period end date while
the instruments are outstanding. Upon review of the warrant agreement we entered into with Continental in connection with the Initial
Public Offering, the Management concluded that the Public Warrants and Private Placement Warrants issued pursuant to such warrant agreement
qualify for equity accounting treatment.

 Net
Income per Ordinary Share

 We
comply with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." We have two classes of shares,
Class A Ordinary Shares and Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of shares. Net income
per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion
associated with the redeemable Ordinary Shares is excluded from income per Ordinary Share as the redemption value approximates fair value.

 Recent
Accounting Pronouncements

 In June 2016, the FASB issued
ASU Topic 2016-13"Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments"
("ASU 2016-13"). This update requires financial assets measured at amortized cost basis to be presented at the net amount
expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical
experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since
June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies.
The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early
adoption permitted. We adopted ASU 2016-13, as of November 24, 2023. There was no effect from such adoption to the financial statement
contained elsewhere in this Report.

 In August 2020, the FASB issued
ASU Topic 2020-06, "Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts
in Entity's Own Equity (Subtopic 815-40)" ("ASU 2020-06"), to simplify certain financial instruments. ASU 2020-06
eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments
and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity.
The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled
in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted
method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied
on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15,
2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06, as of September 27, 2023 (inception). There
was no effect from such adoption to the financial statement contained elsewhere in this Report.

 Management
does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on our financial statements included elsewhere in this Report.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk.

 We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise
required under this Item.

 Item
8. Financial Statements and Supplementary Data.

 Reference is made to pages F-1 through F-19 comprising a portion of
this Report, which are incorporated herein by reference.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A. Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including
our Chief Executive Officer and Chief Financial Officer (together, the "Certifying Officers"), or persons performing similar
functions, as appropriate, to allow timely decisions regarding required disclosure.

 Under the supervision and
with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based
on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the fiscal
year ended December 31, 2023. Accordingly, Management believes that the financial statement contained elsewhere in this Report present
fairly in all material respects our financial position, results of operations and cash flows for the period presented.

 We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.

 Management's
Annual Report on Internal Controls over Financial Reporting

 This
Report does not include a report of Management's assessment regarding internal control over financial reporting or an attestation
report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

 Changes
in Internal Control over Financial Reporting

 Not
applicable.

 Item
9B. Other Information.

 Trading
Arrangements

 During
the quarterly period ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange
Act) adopted or terminated any "Rule 10b5-1 trading arrangement" or any "non-Rule 10b5-1 trading arrangement,"
as each term is defined in Item 408 of Regulation S-K.

 Additional
Information

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 Directors
and Executive Officers

 As
of the date of this Report, our directors and officers are as follows:

 Age

 Position

 Omeed
 Malik

 Chief
 Executive Officer and Chairman of the Board of Directors

 Joe
 Voboril

 Chief
 Financial Officer and Co-President

 Andrew
 Nasser

 Chief
 Investment Officer and Co-President

 Jordan
 Cohen

 Chief
 Operating Officer

 Ryan
 Kavanaugh

 Chris
 Buskirk

 Candice
 Willoughby

 Michael
 Seifert

 The
experience of our directors and executive officers is as follows:

 Omeed
Malik is our Chief Executive Officer and has served as the Chairman of the Board of Directors since inception. Since 2018, Omeed
has served as the Founder and CEO of Farvahar Partners, a boutique investment bank and broker/dealer which acts as an advisor and liquidity
provider to high growth venture backed companies and institutional investors. Omeed is also the President of 1789 Capital, an investment
firm that provides financing to companies in the budding Entrepreneurship, Innovation & Growth ("EIG") economy.
From 2021 to July 2023, he served as an officer and director of Colombier 1, and since July 2023 has remained a non-executive director
of PSQ Holdings, Inc. (NYSE:PSQH) following the consummation of the Colombier 1 Business Combination. Prior to starting his own firm,
Omeed was a Managing Director and the Global Head of the Hedge Fund Advisory Business at Bank of America Merrill Lynch from 2012 to 2018.
Omeed was also the founder and head of the Emerging Manager Program within the Global Equities business. In this capacity, Omeed was
charged with selecting both established and new hedge funds for the firm to partner with and oversaw the allocation of financing/prime
brokerage, capital strategy, business consulting and talent introduction resources. Before joining Bank of America Merrill Lynch, Omeed
was a Senior Vice President at MF Global where he helped reorganize the firm's distribution platform globally and developed execution
and clearing relationships with institutional clients.

 An
experienced financial services professional and securities attorney, Omeed was a corporate lawyer at Weil, Gotshal & Manges
LLP working on transactional matters in the capital markets, corporate governance, private equity and bankruptcy fields. Omeed has also
worked in the United States Senate and House of Representatives. Omeed received a JD, with Honors, from Emory Law School (where
he serves on the Advisory Board) and a BA in Philosophy and Political Science, Cum Laude, from Colgate University. He holds FINRA Series 7, 63, 3,
79 and 24 registrations.

 Omeed
is a Contributing Editor and minority owner of The Daily Caller and was a Term Member of the Council on Foreign Relations and a Centennial
Society Member of the Economic Club of New York. Omeed was selected to serve on our Board of Directors due to his significant leadership
and financial experience.

 Joe
Voboril is our Chief Financial Officer and Co-President. Since 2018, Joe has served as the Co-Founder and Managing Partner
of Farvahar Partners, a boutique investment bank and broker/dealer which acts as an advisor and liquidity provider to high growth venture
backed companies and institutional investors. From 2021 to July 2023, he served as an officer and director of Colombier 1. Since
January 2023, he has also been Head of Research of 1789 Capital, an investment firm that provides financing to companies in the
budding EIG economy.

 Joe
was a public market investor at different hedge funds from 2002-2015 where he constructed and risk managed public equity portfolios,
in roles ranging from analyst to portfolio manager, and CIO. Despite being a generalist, his areas of focus were in Consumer, Tech/Media/Telecom
(TMT), and Financial Institutions. During that period Joe invested into public equity businesses, with a core focus of identifying companies
that have surpassed an inflection point.

 At
Bank of America from 2015 to 2018, Joe co-created the Hedge Fund Advisory group and managed the internal vetting effort of investment
managers for Bank of America's Emerging Manager Program. He also led the banks' Separately Managed Account (SMA) Initiative,
which assisted Pensions, Endowments, and Fund of Funds in optimizing the financing of their multi-manager portfolios.

 Joe
is a graduate of Colgate University with a double major in Philosophy (honors) and Political Science. He was a member of the Track and
Field team. He holds Series 7, 63 and 79 licenses.

 Andrew
Nasser has served as our Co-President and Chief Investment Officer since inception. Since 2023, Andrew has been a Partner
at Farvahar Partners, a boutique investment bank and broker/dealer which acts as an advisor and liquidity provider to high growth venture
backed companies and institutional investors. Over his career, Mr. Nasser has reviewed hundreds of investment opportunities for
blank check companies in a variety of technology-enabled sectors, including software, mobility, industrial technology, energy storage,
data analytics, education technology, social networking, digital marketplaces, and payment processing. He was a special advisor to Colombier
1. Previously, from 2018 to 2021, Andrew led business development for the Churchill Capital public listing investment vehicles as an
investment banker with its Sponsor, M. Klein and Company, a boutique merchant bank and strategic advisory firm. Mr. Nasser
led or facilitated target sourcing, transaction execution, investment decisions, private capital fundraising, due diligence assessments
and investor engagement for five blank check companies, including four Churchill Capital-affiliated entities and for Colombier 1.
These included, among others, automotive manufacturer Lucid Motors, data analytics firm Clarivate Analytics, and values-aligned digital
marketplace PublicSq. He has also advised companies publicly listed by Churchill Capital and Colombier 1 subsequent to their mergers
on capital markets, financing, strategic investments, partnerships, and acquisitions. Prior to joining M. Klein and Company in 2018,
Andrew worked for Citigroup Global Markets in their technology, media, and telecommunications investment banking group. Andrew has previously
worked as a consultant for Deloitte and PwC. Mr. Nasser is a CFA charterholder, and he holds a bachelor's degree from
Boston College and a master's degree in business administration from New York University's Stern School of Business.

 Jordan
Cohen, who has served as our Chief Operating Officer since inception, has since 2020 been a Partner at Farvahar Partners, a
boutique investment bank and broker/dealer which acts as an advisor and liquidity provider to high growth venture backed companies and
institutional investors. Jordan is also the Chief Operating Officer of 1789 Capital, an investment firm that provides financing to companies
in the budding EIG economy, since January 2023. Jordan was a strategic advisor to Colombier 1 from 2021 to July 2023, and he
also served as the President, Chief Financial Officer and a Board Member of Ceres Acquisition Corp ("Ceres"), a Canadian
special purpose acquisition company from 2020 to 2022. Ceres announced a $1.844 billion merger with Parallel, however the transaction
was mutually terminated by the parties and Ceres ultimately wound up its affairs. Prior to joining Farvahar, from 2009 to 2020, Jordan
was the Managing Director of Sierra Bonita Holdings, a family office where he was responsible for evaluating, structuring and managing
a multi-strategy portfolio in the consumer and TMT verticals. Jordan was also the Founder and Chief Executive Officer of PLAYLIST,
a lifestyle fitness brand, from 2015 to 2020. Jordan has 18 years of experience investing in, and working with, companies in the
consumer, technology and wellness industries. Jordan began his career as a corporate attorney at Weil, Gotshal & Manges
LP, working on a broad range of transactions, including but not limited to complex M&A, capital markets, restructurings and other
private equity transactions. Jordan received a Bachelor of Science & Management in Finance from Tulane University where he graduated
magna cum laude and a Juris Doctor with Honors from Emory University School of Law, where he was an Editor of the Emory Law Journal.

 Ryan
Kavanaugh has served as one of our directors since November 2023. Ryan Kavanaugh is an accomplished, prolific and honored executive
in the entertainment industry. Using an intelligent financial model of film finance, and dubbed the creator of "moneyball for movies,"
he produced, distributed, and/or structured financing for more than 200 films, generating more than $20 billion in worldwide box
office revenue and earning 60 Oscar nominations, holding the distinction of being the 25 th highest grossing film producer
of all time, including Fast and Furious 2-6, 300, The Social Network, Limitless, Fighter, Talladega Nights, Step Brothers, and Mamma
Mia! Ryan and/or his films and shows have been Oscar, Emmy, Grammy and Tony nominated.

 Ryan
also originated a number of "first of their kind" deals including the creation of Marvel Studios where Kavanaugh pioneered
an innovative finance deal for post-bankruptcy Marvel, creating the studio and finance structure which led to Marvel Cinematic Universe.
He went on to create the SVOD (streaming) category with Netflix, an agreement that boosted that company's market capitalization
significantly.

 Ryan
then launched a sports agency from the ground up, known today as Independent Sports & Entertainment, which under Kavanaugh's
leadership grew to become the 2 nd largest sports agency in the U.S. with over 2.5 billion dollars in player
contracts.

 He
also created a television production company, now known as Critical Content, producing hit shows like Catfish on MTV and Limitless on
CBS, which he sold for $200 million. Prior to its sale the company had 40 television series on air across 19 networks.

 Ryan
has built and or invested in numerous successful tech and biotech companies including funding PreCash, renamed Noventus, which sold for
over $300 million in 2021. Ryan seed invested in ZetaRX, which later reversed into a shell vehicle, Juno, the largest biotech IPO
of 2014, and recently lead the acquisition, merger and re-launch of the social media and music app, Triller.

 Ryan
has earned several achievements and awards, from Variety's Producer of the Year Award to The Hollywood Reporters Leadership Award,
from Fortune's 40 Under 40 Most Influential People in Business to Forbes' Future 400, Billion-Dollar Producer by the
Daily Variety and the 100 Most Influential People in the World by Vanity Fair.

 Since
2017, Ryan has served as co-founder of Triller, one of the three fastest growing social media apps. In November 2020, he started
The Fight Club, which launched with the record-breaking Tyson-Roy Jones Jr Pay Per View event becoming the 8 th highest
grossing PPV event. In 2017, Ryan also launched Proxima, a holding company set up to build media, technology, and related entities. Ryan
served as Chief Executive Officer of Relativity Holdings, a media, sports, television and content company in 2016, and in additional
roles from 2016 to 2018. Between 2015 and 2018, Relativity Media LLC and certain of its subsidiaries commenced a restructuring action
under Chapter 11 of the U.S. Bankruptcy Code. Mr. Kavanaugh has also been subject to certain other litigation over the years, including
in connection with his tenure at Relativity and its initial Chapter 11 proceedings. Since 2017, Ryan has served as Chief Executive Officer
of Knight Global, a family office. From 2021 to July 2023, he served as a director of Colombier 1.

 Given
his passion for animals, Ryan is also active in a pet food brand, Dog for Dog, who donates dog food to local and national shelters for
each product purchased to save dogs from being euthanized. He also served on the boards of several charitable foundations including the
Sheriff's Youth Foundation and Cedars-Sinai's Board of Governors and served as the Chairman of Art Of Elysian for almost
8 years amongst others. Ryan was selected to serve on our Board of Directors due to his significant leadership and entrepreneurial
experience.

 Chris
Buskirk has served as one of our directors since November 2023. Since January 2023, he has been the Founder and Chief Investment
Officer of 1789 Capital, an investment firm that provides financing to companies in the budding EIG economy. From 2016 to the present,
he has been the publisher of American Greatness, a web magazine focused on restoring American prosperity and vitality. Between 1996 and
the present, he has founded, built and sold multiple finance businesses including in insurance, reinsurance, specialty lending, and tax-credit financing,
including JAS Intermediaries/Diversified Risk Management Holdings, a diversified insurance and risk management business; Nexteco Energy
Capital and Crucible Energy Partners LLC, which financed renewable energy installations through a combination of conventional and tax
credit financing; America's Cash Express, a consumer-facing lender providing both secured and unsecured loans to both prime
and non-prime borrowers; and Steadfast Holdings, LLC — a family-owned investment vehicle that serves as a platform for
investments across sectors but with a focus on innovative, entrepreneur-led growth companies. For over 15 years he has been an investor
in growth stages companies across the financial services space as well as in real estate, digital marketing, consumer brands, and media,
including Rumble, Inc (NASDAQ: RUM), an online video platform and Patriot Mobile, a mobile phone company. He is the author of three books,
most recently "American & The Art of the Possible: Restoring National Vitality In An Age of Decay," which describes
problems undermining American prosperity and explains how to restore American growth and broadly shared affluence. Mr. Buskirk is
a graduate of Claremont-McKenna College. Chris was selected to serve on our Board of Directors due to his significant investment
experience and background in a wide variety of industries.

 Candice Willoughby has
served as one of our directors since November 2023. She has over two decades of capital markets and investment management experience,
serving in senior roles and consulting for multiple hedge funds and investment banking firms worldwide. Ms. Willoughby currently
serves as an advisor to hedge funds for capital partnerships with institutional investors. Prior to that, from 2020 to 2022, she led
the Client Strategy group for the launch of Brookfield Asset Management's multi-manager hedge fund platform. Before Brookfield,
from 2014 to 2020, she served as Head of Business Development at BeaconLight Capital, a global long/short equity fund where she oversaw
Marketing and Investor Relations. Ms. Willoughby came to BeaconLight from UBS where she was an Executive Director in US Equity
Sales covering long only accounts, hedge funds, and Asian sovereign wealth funds. She joined UBS after covering European equities as
a senior salesperson in New York and London for ABN Amro and Donaldson, Lufkin & Jenrette. Ms. Willoughby started
her Wall Street career in equity research at Donaldson, Lufkin & Jenrette, following Specialty Chemicals and Fertilizers. She
graduated with honors from the University of Pennsylvania with a Bachelor of Arts in International Relations and a minor in East Asian
Studies and is fluent in Mandarin. Ms. Willoughby currently serves on the Board of Advisors for the Penn Libraries and the
Trustees' Council for Penn Women. In addition, Ms. Willoughby is a member of the Endowment Committee for the Webb School
of Knoxville and serves as a Trustee for the Knoxville Museum of Art and is a member of the Executive and Finance Committee. Candice
was selected to serve on our Board of Directors due to her significant investment, research, sales and advisory experience in a variety
of institutional settings.

 Michael
Seifert has served as one of our directors since November 2023. From 2021, he was President, Chief Executive Officer and Chairman
of the Board and the Founder of PSQ Holdings, Inc., a marketplace of patriotic businesses and consumers, which, following the Colombier
1 Business Combination on July 19, 2023, was renamed "PublicSq. Inc.," and Colombier 1 was renamed "PSQ Holdings,
Inc." (NYSE: PSQH; "PublicSq."). He retained the same positions at the combined company following the Business
Combination. Prior to founding PSQ Holdings, Inc., Mr. Seifert served as the Marketing and Public Relations Coordinator from 2019
to 2021 at Pacifica Enterprises, Inc., a real estate and asset management group, where he led the marketing department. In 2019, Mr. Seifert
was the Associate Director at JH Ranch, a non-profit organization, and served as the City Director for Tuscaloosa, Alabama at JH
Ranch from 2015 to 2017. Mr. Seifert holds a Bachelor's Degree in Political Science and International Relations from Liberty
University. Michael was selected to serve on our Board of Directors due to his industry experience and public company background.

 We
believe our Management Team has the skills and experience to identify, evaluate and consummate a Business Combination and is positioned
to assist businesses we acquire. However, our Management Team's network of contacts, and its investing and operating experience,
do not guarantee a successful initial Business Combination. The members of our Management Team are not required to devote any significant
amount of time to our business and are involved with other businesses. We cannot guarantee that our current officers and directors will
continue in their respective roles, or in any other role, after our initial Business Combination, and their expertise may only be of
benefit to us until we complete our initial Business Combination. Past performance by our Management Team is not a guarantee of success
with respect to any Business Combination we may consummate.

 Family Relationships

 No family relationships
exist between any of our directors or executive officers.

 Involvement in Certain Legal Proceedings

 Other than as described above, there are no material proceedings to
which any director or executive officer, or any associate of any such director or officer is a party adverse to our Company, or has a
material interest adverse to our Company.

 Number
and Terms of Office of Officers and Directors

 Our
Board of Directors consists of five members and is divided into three classes with only one class of directors being elected in each
year, and with each class (except for those directors appointed prior to our first annual meeting) serving a three-year term. In
accordance with NYSE corporate governance requirements, we are not required to hold an annual meeting until one year after our first
fiscal year end following our listing on NYSE.

 The
term of office of the first class of directors, consisting of Messrs. Buskirk and Seifert, will expire at our first annual meeting of
shareholders. The term of office of the second class of directors, consisting of Mr. Kavanaugh and Ms. Willoughby, will expire at
the second annual meeting of shareholders. The term of office of the third class of directors, consisting of Mr. Malik, will expire
at the third annual meeting of shareholders.

 Only
holders of Class B Ordinary Shares have the right to vote on the appointment of directors prior to or in connection with the completion
of our initial Business Combination. Holders of our Public Shares are not entitled to vote on the appointment of directors during such
time. These provisions of our Amended and Restated Memorandum relating to the rights of holders of Class B Ordinary Shares to appoint
directors may be amended by a special resolution passed by at least 90% of such members as, being entitled to do so, vote in person or
by proxy at a general meeting, or by way of unanimous written resolution.

 Our
officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms
of office. Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Memorandum.

 Committees
of the Board of Directors

 Our Board of Directors has
three standing committees: the Audit Committee, a compensation committee (the "Compensation Committee") and a nominating and
corporate governance committee (the "Nominating and Corporate Governance Committee"). Subject to phase-in rules and a
limited exception, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company
be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of NYSE require that the
compensation committee of a listed company be comprised solely of independent directors.

 Audit
Committee

 We have established the Audit
Committee of the Board of Directors. Messrs. Kavanaugh and Buskirk and Ms. Willoughby serve as the members of our Audit Committee. Under
the NYSE listing standards and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be
independent. Each of Messrs. Kavanaugh and Buskirk, and Ms. Willoughby are independent.

 Mr. Buskirk serves as
the chair of the Audit Committee. Each member of the Audit Committee is financially literate and our Board of Directors has determined
that Ms. Willoughby qualifies as an "audit committee financial expert" as defined in applicable SEC rules.

 We have adopted an Audit Committee
charter, which details the principal functions of the Audit Committee, including:

 assisting
 board oversight of (i) the integrity of our financial statements, (ii) our compliance
 with legal and regulatory requirements, (iii) our independent auditor's qualifications
 and independence, and (iv) the performance of our internal audit function and independent
 auditors; the appointment, compensation, retention, replacement, and oversight of the work
 of the independent auditors and any other independent registered public accounting firm engaged
 by us;

 pre-approving all
 audit and non-audit services to be provided by the independent auditors or any other
 registered public accounting firm engaged by us, and establishing pre-approval policies
 and procedures; reviewing and discussing with the independent auditors all relationships
 the auditors have with us in order to evaluate their continued independence;

 setting
 clear policies for audit partner rotation in compliance with applicable laws and regulations;
 obtaining and reviewing a report, at least annually, from the independent auditors describing
 (i) the independent auditor's internal quality-control procedures and (ii) any
 material issues raised by the most recent internal quality-control review, or peer review,
 of the audit firm, or by any inquiry or investigation by governmental or professional authorities,
 within the preceding five years respecting one or more independent audits carried out
 by the firm and any steps taken to deal with such issues;

 meeting
 to review and discuss our annual audited financial statements and quarterly financial statements
 with Management and the independent auditor, including reviewing our specific disclosures
 under "Management's Discussion and Analysis of Financial Condition and Results
 of Operations";

 and approving any related party transaction required to be disclosed pursuant to Item 404
 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

 with Management, the independent auditors, and our legal advisors, as appropriate, any legal,
 regulatory or compliance matters, including any correspondence with regulators or government
 agencies and any employee complaints or published reports that raise material issues regarding
 our financial statements or accounting policies and any significant changes in accounting
 standards or rules promulgated by the FASB, the SEC or other regulatory authorities; and

 advising
 the Board and any other Board committees if the clawback provisions of Rule 10D-1 under the
 Exchange Act (the "Rule") are triggered based upon a financial statement restatement
 or other financial statement change, with the assistance of Management, and to the extent
 that our securities continue to be listed on an exchange and subject to the Rule.

 Compensation
Committee

 We have established the Compensation
Committee of our Board of Directors. The members of our Compensation Committee are Messrs. Kavanaugh and Buskirk and Ms. Willoughby and
Ms. Willoughby serves as chair of the Compensation Committee. We have adopted a Compensation Committee charter, which details the principal
functions of the Compensation Committee, including:

 and approving on an annual basis the corporate goals and objectives relevant to our Chief
 Executive Officer's compensation, evaluating our Chief Executive Officer's performance
 in light of such goals and objectives and determining and approving the remuneration (if
 any) of our Chief Executive Officer based on such evaluation;

 and making recommendations to our Board of Directors with respect to the compensation, and
 any incentive compensation and equity-based plans that are subject to board approval
 of all of our other officers;

 our executive compensation policies and plans;

 implementing
 and administering our incentive compensation equity-based remuneration plans;

 assisting
 Management in complying with our proxy statement and annual report disclosure requirements;

 approving
 all special perquisites, special cash payments and other special compensation and benefit
 arrangements for our executive officers and employees;

 producing
 a report on executive compensation to be included in our annual proxy statement;

 reviewing,
 evaluating and recommending changes, if appropriate, to the remuneration for directors; and

 advising
 the Board and any other Board committees if the clawback provisions of the Rule are triggered
 based upon a financial statement restatement or other financial statement change, with the
 assistance of Management, and to the extent that our securities continue to be listed on
 an exchange and subject to the Rule.

 The charter also provides
that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or
other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However,
before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee
will consider the independence of each such adviser, including the factors required by NYSE and the SEC.

 Nominating
and Corporate Governance Committee

 We have established a Nominating
and Corporate Governance Committee of the Board of Directors. The members of our Nominating and Corporate Governance Committee are Messrs.
Kavanaugh and Buskirk and Ms. Willoughby, and Mr. Kavanaugh serves as chair of the Nominating and Corporate Governance Committee.

 We have adopted a Nominating
and Corporate Governance Committee charter, which details the purpose and responsibilities of the Nominating and Corporate Governance
Committee, including:

 identifying,
 screening and reviewing individuals qualified to serve as directors, consistent with criteria
 approved by the board, and recommending to the Board of Directors candidates for nomination
 for election at the annual meeting of shareholders or to fill vacancies on the Board of Directors;

 developing
 and recommending to the Board of Directors and overseeing implementation of our corporate
 governance guidelines;

 coordinating
 and overseeing the annual self-evaluation of the Board of Directors, its committees,
 individual directors and Management in the governance of the company; and

 on a regular basis our overall corporate governance and recommending improvements as and
 when necessary.

 The charter also provides
that the Nominating and Corporate Governance Committee may, in its sole discretion, retain or obtain the advice of, and terminate, any
search firm to be used to identify director candidates, and will be directly responsible for approving the search firm's fees and
other retention terms.

 We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.
In general, in identifying and evaluating nominees for director, our Board of Directors considers educational background, diversity of
professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent
the best interests of our shareholders. Prior to our initial Business Combination, holders of our Public Shares do not have the right
to recommend director candidates for nomination to our Board of Directors.

 Code
of Ethics

 We have adopted a code of
ethics applicable to our directors, officers and employees (the "Code of Ethics"). We have filed a copy of our Code of Ethics
and our Audit Committee, Compensation Committee and nominating and corporate governance charters as exhibits to this Report. Our shareholders
are also able to review these documents by accessing our public filings at the SEC's website at www.sec.gov. In addition,
a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers
of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

 Trading
Policies

 On
November 30, 2023, we adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our
securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules
and regulations, and applicable NYSE listing standards (the "Insider Trading Policy").

 The
foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and
conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

 Compensation Recovery and Clawback Policy

 Under the Sarbanes-Oxley Act,
in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can
recoup those improper payments from our executive officers. The SEC also recently adopted rules which direct national stock exchanges
to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated
its financial results.

 On November 30, 2023, our
Board of Directors approved the adoption of the Executive Compensation Clawback Policy (the "Clawback Policy"), in order to
comply with the final clawback rules adopted by the SEC under Rule 10D-1 under the Exchange Act (the "Rule"), and the listing
standards, as set forth in the NYSE listing rules (the "Final Clawback Rules").

 The Clawback Policy provides
for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined
in the Rule ("Covered Officers") in the event that we are required to prepare an accounting restatement, in accordance with
the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise
caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our Board of Directors may recoup from
the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years
preceding the date on which we are required to prepare an accounting restatement.

 Item
11. Executive Compensation.

 None
of our executive officers or directors have received any cash compensation for services rendered to us as of the date of this Report.

 Our Audit Committee reviews
on a quarterly basis all payments that were made to our Sponsor, executive officers or directors, or our or their affiliates. Any such
payments prior to an initial Business Combination are made from funds (i) held outside the Trust Account and (ii) from Permitted Withdrawals.
Other than quarterly Audit Committee review of such reimbursements, we do not have any additional controls in place governing our reimbursement
or payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on
our behalf in connection with identifying and consummating an initial Business Combination.

 We
are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our Sponsor, officers or directors,
or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination,
including the following payments, all of which, if made prior to the completion of our initial Business Combination, are paid from (i) funds
held outside the Trust Account or (ii) Permitted Withdrawals:

 Repayment
 of up to an aggregate of $300,000 in loans under the IPO Promissory Note, made to us by our
 Sponsor, to cover offering-related and organizational expenses;

 to an affiliate of our Sponsor of $10,000 per month, for office space and secretarial and
 administrative support services pursuant to the Administrative Services Agreement; upon completion
 of our initial Business Combination or our liquidation, we will cease paying these monthly
 fees;

 to an affiliate of our Sponsor, of $60,000 per month for the services of our Chief Executive
 Officer, Chief Financial Officer, Chief Investment Officer and Chief Operating Officer pursuant
 to the Services and Indemnification Agreement; upon completion of our initial Business Combination
 or our liquidation, we will cease paying these monthly fees;

 Reimbursement
 for any out of-pocket expenses related to identifying, investigating and completing
 an initial Business Combination;

 of a finder's fee, advisory fee, consulting fee or success fee for any services they
 render in order to effectuate the completion of our initial Business Combination;

 Repayment
 of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or
 certain of our officers and directors to finance transaction costs in connection with an
 intended initial Business Combination. Up to $1,500,000 of such Working Capital Loans may
 be convertible into warrants of the post-Business Combination entity at a price of $1.00
 per warrant at the option of the lender. The warrants would be identical to the Private
 Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if
 any, have not been determined and no written agreements exist with respect to such Working
 Capital Loans.

 After
the completion of our initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting
or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in
the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed Business Combination.

 We
have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management.
It is unlikely the amount of such compensation will be known at the time of the proposed Business Combination, because the directors
of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation
to be paid to our executive officers will be determined, or recommended to the Board of Directors for determination, either by a compensation
committee constituted solely by independent directors or by a majority of the independent directors on our Board of Directors.

 We
do not intend to take any action to ensure that members of our Management Team maintain their positions with us after the consummation
of our initial Business Combination, although it is possible that some or all of our executive officers and directors may negotiate employment
or consulting arrangements to remain with us after our initial Business Combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our Management's motivation in identifying or selecting
a target business but we do not believe that the ability of our Management to remain with us after the consummation of our initial Business
Combination will be a determining factor in our decision to proceed with any potential Business Combination. We are not party to any
agreements with our executive officers and directors that provide for benefits upon termination of employment.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The
following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 25, 2024 based on
information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:

 each
 person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;

 each
 of our executive officers and directors that beneficially owns our Ordinary Shares; and

 all
 our executive officers and directors as a group.

 In
the table below, percentage ownership is based on 21,250,000 shares of our Ordinary Shares, consisting of (i) 17,000,000 Class A Ordinary
Shares and (ii) 4,250,000 Class B Ordinary Shares, issued and outstanding as of March 25, 2024. On all matters to be voted upon,
except for (i) the election of directors of the Board and (ii) a vote to continue our Company in a jurisdiction outside the Cayman Islands,
holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable
law. Only holders of Class B Ordinary Shares will have the right to vote on the appointment of directors prior to the completion of our
initial Business Combination and on a vote to continue our Company in a jurisdiction outside of the Cayman Islands. Currently, all of
the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis.

 Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary
Shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants
as such Private Placement Warrants are not exercisable within 60 days of the date of this Report.

 Class A Ordinary Shares

 Class B Ordinary Shares

 Approximate

 Name and Address of Beneficial Owner (1)

 Number of
 Beneficially
 Owned

 Approximate
 Percentage
 of Class

 Number of
 Beneficially
 Owned

 Approximate
 Percentage
 of Class

 Percentage of

Outstanding
 Ordinary

 Colombier Sponsor II LLC (our Sponsor)
 (2)(3)

 —

 —

 4,250,000

 100.00
 %

 20.00
 %

 Omeed Malik (2)(3)

 —

 —

 4,250,000

 100.00
 %

 20.00
 %

 Joe Voboril (3)

 —

 —

 —

 —

 —

 Andrew Nasser (3)

 —

 —

 —

 —

 —

 Jordan Cohen (3)

 —

 —

 —

 —

 —

 Ryan Kavanaugh (3)

 —

 —

 —

 —

 —

 Chris Buskirk (3)

 —

 —

 —

 —

 —

 Candice Willoughby (3)

 —

 —

 —

 —

 —

 Michael Seifert (3)

 —

 —

 —

 —

 —

 All executive officers, directors and director nominees
 as a group (8 individuals) (2)(3)

 —

 —

 4,250,000

 100.0
 %

 20.00
 %

 Other 5% Shareholders

 Polar Asset Management Partners Inc. (4)

 1,300,000

 7.65
 %

 —

 —

 6.12
 %

 AQR Parties (5)

 1,287,000

 7.57
 %

 —

 —

 6.12
 %

 Sculptor Parties (6)

 1,086,408

 6.39
 %

 —

 —

 5.11
 %

 Koch Parties (7)

 900,000

 5.29
 %

 —

 —

 4.24
 %

 *

 Less than 1%

 (1)
 Unless
 otherwise noted, the business address of each of the following entities or individuals is
 c/o 214 Brazilian Avenue, Suite 200-J, Palm Beach, FL 33480.

 (2)
 Interests
 shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such
 shares will (unless otherwise provided in our initial Business Combination agreement) automatically
 convert into Class A Ordinary Shares concurrently with or immediately following the
 consummation of our initial Business Combination, and may be converted at any time prior
 to our initial Business Combination, at the option of the holder, on a one-for-one basis,
 subject to adjustment.

 (3)
 Colombier
 Sponsor II LLC, our Sponsor, is the record holder of the shares reported herein. Omeed
 Malik, our Chief Executive Officer and Chairman, 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 our Sponsor and may be deemed to have beneficial ownership
 of the securities held directly by our Sponsor. All of our officers and directors are members
 of our Sponsor. Each such person disclaims any beneficial ownership of the reported shares
 other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

 (4)
 According
 to a Schedule 13G filed with the SEC on February 14, 2024, by Polar Asset Management Partners
 Inc., a company incorporated under the laws of Ontario, Canada ("Polar"). The
 address of the principal business office for Polar is 16 York Street, Suite 2900, Toronto,
 ON, Canada M5J 0E6.

 (5)
 According
 to a Schedule 13G filed with the SEC on February 14, 2024, by (i) AQR Capital Management,
 LLC, a Delaware limited liability company ("AQR"), (ii) AQR Capital Management
 Holdings, LLC, a Delaware limited liability company ("AQR Holdings"), (iii) AQR
 Arbitrage, LLC, a Delaware limited liability company (collectively, with AQR and AQR Holdings
 the "AQR Parties"). The address of the principal business office for the AQR
 Parties is One Greenwich Plaza, Greenwich, CT 06830

 (6)
 According
 to a Schedule 13G/A filed with the SEC on February 14, 2024 by (i) Sculptor Capital LP, a
 Delaware limited partnership ("Sculptor"), (ii) Sculptor Capital Holding Corporation,
 a Delaware corporation that serves as the general partner of Sculptor ("SCHC"),
 (iii) Sculptor Capital Management, Inc., a Delaware limited liability company and a holding
 company that is the sole shareholder of SCHC and the ultimate parent company of Sculptor
 ("SCU"), (iv) Sculptor Master Fund, Ltd., a Cayman Islands company and Sculptor
 is its investment adviser ("SCMF") and (v) Sculptor Special Funding, LP, a Cayman
 Islands exempted limited partnership that is wholly owned by SCMF ("NRMD"). Sculptor
 is the principal investment manager to a number of private funds and discretionary accounts
 (the "Accounts" and collectively with Sculptor, SCHC, SCU, SCMF and NRMD, the
 "Sculptor Parties"). The Units reported therein are held in the Accounts managed
 by Sculptor. The address of the principal business office for Sculptor, SCHC and SCU is 9
 West 57 Street, 39 Floor, New York, NY 10019. The address of the registered offices for SCMF
 is c/o State Street (Cayman) Trust, Limited, 1 Nexus Way—Suite #5203, PO Box 896, Helicona
 Courtyard, Camana Bay, Grand Cayman, KY1-1103, Cayman. The address of the registered office
 of NRMD is c/o MaplesFS Limited, P.O. Box 1093, Queensgate House, Grand Cayman, KY1-1102,
 Cayman Islands.

 (7)
 According
 to a Schedule 13G filed with the SEC on February 5, 2024, by (i) Spring Creek Capital, LLC
 ("Spring Creek"), (ii) Koch Industries, Inc ("Koch Industries"),
 (iii) SCC Holdings, LLC ("SCC"), (iv) KIM, LLC ("KIM"), (v) Koch
 Investments Group, LLC ("KIG") and (vi) Koch Investments Group Holdings, LLC
 ("KIGH", collectively with Spring Creek, Koch Industries, SCC, KIM, KIG and KIGH,
 the "Koch Parties"). 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 Koch Industries, in each case by means of ownership of all voting
 equity instruments. Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially
 own the Public Shares held by Spring Creek by virtue of (i) Koch Industries' beneficial
 ownership of KIGH, (ii) KIGH's beneficial ownership of KIG, (iii) KIG's
 beneficial ownership of KIM, (iv) KIM's beneficial ownership of SCC and (v) SCC's
 beneficial ownership of Spring Creek. The address of the principal business office for each
 of the Koch Parties is 4111 E. 37th Street North, Wichita, KS 67220.

 Our
Sponsor beneficially owns approximately 20.0% of the issued and outstanding Ordinary Shares. Only holders of Class B Ordinary Shares
have the right to appoint directors in any election held prior to or in connection with the completion of our initial Business Combination.
Holders of our Public Shares do not have the right to appoint any directors to our Board of Directors prior to our initial Business Combination.
Because of this ownership block, our Sponsor may be able to effectively influence the outcome of all other matters requiring approval
by our shareholders, including amendments to our Amended and Restated Memorandum and approval of significant corporate transactions including
our initial Business Combination.

 Securities
Authorized for Issuance under Equity Compensation Plans

 None.

 Changes
in Control

 None.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 In
September 2023, our Sponsor paid $25,000 to cover certain expenses on our behalf in consideration of 4,312,500 Founder Shares. On
November 20, 2023, we effected a share capitalization in the form of a share dividend of approximately 0.15384615 fully paid Class
B Ordinary Shares for each Class B Ordinary Share in issue, resulting in our Sponsor holding an aggregate of 4,312,500 Founder Shares
(up to 562,500 shares of which were subject to forfeiture depending on the extent to which the underwriters' over-allotment option
was exercised), for a purchase price of approximately $0.006 per share. The number of Founder Shares outstanding was determined based
on the expectation that the total size of our Initial Public Offering would be a maximum of 17,250,000 Units if the underwriters'
over-allotment option was exercised in full, and therefore that such Founder Shares would represent approximately 20% of the outstanding
shares after our Initial Public Offering. On November 24, 2023, simultaneously with the closing of the Initial Public Offering, the underwriters
partially exercised the over-allotment option to purchase an additional 2,000,000 Units. In connection with the partial exercise of the
over-allotment option and the expiration of the over-allotment option, 62,500 shares of Class B Ordinary Shares were forfeited for no
consideration.

 Pursuant
to the Warrant Subscription Agreement, our Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants, at a price of $1.00
per Private Placement Warrant, for an aggregate purchase price of $5,000,000, in the Private Placement that closed simultaneously with
our Initial Public Offering. Each Private Placement Warrant entitles the holder thereof to purchase one Class A Ordinary Share at
$11.50 per share, subject to adjustment as set forth in the Warrant Subscription Agreement. The Private Placement Warrants are identical
to the Public Warrants included as part of the Units sold in our Initial Public Offering, subject to certain limited exceptions as described
in this Report. If we do not complete our initial Business Combination within the Combination Period, the Private Placement Warrants
will expire worthless. The Private Placement Warrants are subject to the transfer restrictions set forth in the Warrant Subscription
Agreement.

 Pursuant
to the Administrative Services Agreement, we currently utilize office space at 214 Brazilian Avenue, Suite 200-J, Palm Beach, FL 33480
from Farvahar Capital LLC, an affiliate of our Sponsor. We pay such Sponsor affiliate $10,000 per month for office space and secretarial
and administrative support services provided to members of our Management Team; upon completion of our initial Business Combination or
our liquidation, we will cease paying these monthly fees. As of December 31, 2023, we have paid $20,000 pursuant to the Administrative
Services Agreement.

 In
addition, pursuant to the Services and Indemnification Agreement, we pay OJJA, LLC, an affiliate of our Sponsor, $60,000 per month for
the services of our Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and Chief Operating Officer; upon completion
of our initial Business Combination or our liquidation, we will cease paying these monthly fees. As of December 31, 2023, we have paid
$80,000 pursuant to the Services and Indemnification Agreement.

 Our Sponsor, executive officers
and directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred in connection with activities
on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our Audit
Committee reviews on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or their affiliates. Any
such payments prior to an initial Business Combination will be made from funds (i) held outside the Trust Account and (ii) from Permitted
Withdrawals.

 On
September 27, 2023, the Sponsor loaned us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant
to the IPO Promissory Note. This loan was non-interest bearing and payable on the earlier of December 31, 2024, or the date on which
we consummated the Initial Public Offering. The outstanding balance of $196,319 was repaid at the closing of the Initial Public Offering
on November 24, 2023, and borrowings under the IPO Promissory Note are no longer available.

 We
expect to fund our working capital requirements prior to the time of our initial Business Combination with Permitted Withdrawals from
the interest earned on the Trust Account, subject to an annual limit of $1,000,000, and Permitted Withdrawals to pay taxes. In addition,
in order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our
Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required under Working Capital
Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option
of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability
and exercise period. The terms of such Working Capital Loans by our Sponsor or its affiliates, or our officers and directors, if any,
have not been determined and no written agreements exist with respect to such Working Capital Loans. There are no Working Capital Loans
outstanding as of December 31, 2023.

 Prior to the completion of
our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as
we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds
in our Trust Account.

 Any
of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans to our initial
Business Combination will be made using funds (i) held outside the Trust Account or (ii) from Permitted Withdrawals, as applicable.

 After
our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees
from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy
solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation
will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial
Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and
director compensation.

 We
have entered into a registration rights agreement, dated as of November 20, 2023, with respect to the Founder Shares, Private Placement
Warrants and any warrants that may be issued upon conversion of any Working Capital Loans (and any underlying Class A Ordinary Shares).
Pursuant to such agreement, holders of such securities have registration rights to require us to register a sale of any of its securities
held by them. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register
such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements
filed subsequent to the completion of an initial Business Combination. We will bear the expenses incurred in connection with the filing
of any such registration statements.

Independence

 The
rules of the NYSE require that a majority of our Board of Directors be independent within one year of our Initial Public Offering. Our
Board of Directors has determined that each of Messrs. Kavanaugh, Buskirk and Ms. Willoughby are "independent directors"
as defined in the NYSE listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at
which only independent directors are present.

 Item
14. Principal Accountant Fees and Services.

 The
following is a summary of fees paid or to be paid to Withum for services rendered.

 Audit
Fees

 Audit fees consist of fees
for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum
in connection with regulatory filings. During the period from September 27, 2023 (inception) through December 31, 2023, fees for our independent
registered public accounting firm were approximately $74,880 for the services Withum performed in connection with our Initial Public Offering
and the audit of our December 31, 2023 financial statements included in this Report.

 Audit-Related
Fees

 Audit-related
fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our
financial statements and are not reported under "Audit Fees." These services include attest services that are not required
by statute or regulation and consultations concerning financial accounting and reporting standards. During the period from September
27, 2023 (inception) through December 31, 2023, our independent registered public accounting firm did not render assurance and related
services related to the performance of the audit or review of financial statements and thus, we did not pay Withum for any audit-related
fees for the period from September 27, 2023 (inception) through December 31, 2023.

 Tax
Fees

 Tax
fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. During the period
from September 27, 2023 (inception) through December 31, 2023, our independent registered public accounting firm did not render services
to us for tax compliance, tax advice and tax planning and thus, we did not pay Withum for any tax fees for the period from September
27, 2023 (inception) through December 31, 2023.

 All
Other Fees

 All
other fees consist of fees billed for all other services. During the period from September 27, 2023 (inception) through December
31, 2023, there were no fees billed for products and services provided by our independent registered public accounting firm other than
those set forth above and thus, we did not pay Withum for any other services for the period from September 27, 2023 (inception) through
December 31, 2023.

 Pre-Approval
Policy

 Our Audit Committee was formed
upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services,
although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation
of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted
non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions
for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit).

 PART
IV

 Item
15. Exhibit and Financial Statement Schedules.

 (a) The following documents are filed as part of this Report:

 (1)
Financial Statements

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID 100)

 Balance Sheet as of December 31, 2023

 Statement of Operations for the Period from September 27, 2023 (inception) Through December 31, 2023

 Statement of Changes in Shareholders' Deficit for the Period from September 27, 2023 (inception) Through December 31, 2023

 Statement of Cash Flows for the Period from September 27, 2023 (inception) Through December 31, 2023

 Notes to Financial Statements

 (2) Financial Statement Schedules

 All
financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required
information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

 (3)
Exhibits

 We
hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference
can be inspected on the SEC website at www.sec.gov.

 Item 16. Form 10-K Summary.

 Omitted
at our Company's option.

 INDEX TO FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm

 Financial Statements:

 Balance Sheet as of December 31, 2023

 Statement of Operations for the Period from September 27, 2023 (inception) Through December 31, 2023

 Statement of Changes in Shareholders' Deficit for the Period from September 27, 2023 (inception) Through December 31, 2023

 Statement of Cash Flows for the Period from September 27, 2023 (inception) Through December 31, 2023

 Notes to Financial Statements

 F-7 to F-19

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Shareholders and the Board of Directors
of

 Colombier Acquisition Corp. II:

 Opinion on the Financial Statements

 We have audited the accompanying balance sheet
of Colombier Acquisition Corp. II (the "Company") as of December 31, 2023, and the related statements of operations, changes
in shareholders' deficit, and cash flows for the period from September 27, 2023 (inception) through December 31, 2023, and the related
notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in
all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows
for the period from September 27, 2023 (inception) through December 31, 2023, in conformity with accounting principles generally accepted
in the United States of America.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /s/ WithumSmith+Brown, PC

 We have served as the Company's auditor
since 2023.

 New York, New York

 March 25,
2024

 PCAOB ID Number 100

 F- 2

 BALANCE SHEET

 Assets:

 Current assets:

 Cash

 $
 1,292,907

 Prepaid insurance

 222,270

 Prepaid expenses

 22,816

 Total Current Assets

 1,537,993

 Long term prepaid insurance

 197,912

 Marketable securities held in Trust Account

 170,856,457

 Total Assets

 $
 172,592,362

 Liabilities and Shareholders' Deficit:

 Current liabilities:

 Accrued expenses

 $
 119,357

 Accrued offering costs

 85,716

 Total Current Liabilities

 205,073

 Deferred underwriting fee payable

 5,950,000

 Total Liabilities

 6,155,073

 Commitments and Contingencies (Note 6)

 Class A Ordinary Shares subject to possible redemption, 17,000,000 shares at redemption value of $ 10.00 per share

 170,000,000

 Shareholders' Deficit

 Preferred shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

 —

 Class A Ordinary Shares, $ 0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 17,000,000 shares subject to possible redemption)

 —

 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000 shares authorized; 4,250,000 shares issued and outstanding (1)

 Additional paid-in capital

 —

 Accumulated deficit

 ( 3,563,136
)

 Total Shareholders' Deficit

 ( 3,562,711
)

 Total Liabilities and Shareholders' Deficit

 $
 172,592,362

 (1)
 On
November 20, 2023, the Company effectuated a share capitalization in the form of a share dividend of approximately 0.15384615 fully paid
Class B Ordinary Shares for each Class B Ordinary Share in issue, resulting in the Sponsor holding an aggregate of 4,312,500 Class B
Ordinary Shares. On November 24, 2023, as a result of the underwriters' election to partially exercise their over-allotment option,
62,500 Founder Shares were forfeited resulting in the Sponsor holding 4,250,000 Founder Shares (see Note 5).

 The accompanying notes are an integral part
of this financial statement.

 F- 3

 STATEMENT OF OPERATIONS

 FOR THE PERIOD FROM SEPTEMBER 27, 2023
(INCEPTION) THROUGH DECEMBER 31, 2023

 General and administrative expenses

 $
 441,961

 Loss from operations

 ( 441,961
)

 Other income:

 Interest earned on marketable securities held in Trust Account

 856,457

 Total other income, net

 856,457

 Net income

 $
 414,496

 Weighted average shares outstanding of Class A Ordinary Shares

 6,621,053

 Basic and diluted net income per Ordinary Share, Class A Ordinary Shares

 $
 0.04

 Weighted average shares outstanding of Class B Ordinary Shares

 3,944,737

 Basic and diluted net income per Ordinary Share, Class B Ordinary Shares

 $
 0.04

 The accompanying notes are an integral part
of this financial statement.

 F- 4

 STATEMENT OF CHANGES IN SHAREHOLDERS'
DEFICIT

 FOR THE PERIOD FROM SEPTEMBER 27, 2023
(INCEPTION) THROUGH DECEMBER 31, 2023

 Class B

Ordinary Shares

 Additional

 Paid-in

 Accumulated

 Total

 Shareholders'

 Amount

 Capital

 Deficit

 Deficit

 Balance — September 27, 2023 (inception)

 —

 $
 —

 $
 —

 $
 —

 $
 —

 Issuance of Ordinary Shares

 4,312,500

 24,568

 —

 25,000

 Sale of 5,000,000 Public Warrants

 —

 —

 5,000,000

 —

 5,000,000

 Fair value of Private Placement Warrants at issuance

 —

 —

 776,333

 —

 776,333

 Allocated value of transaction costs to Public and Private Placement Warrants

 —

 —

 ( 55,393
)

 —

 ( 55,393
)

 Forfeiture of Founder Shares

 ( 62,500
)

 ( 7
)

 —

 —

 Accretion for Class A Ordinary Shares to redemption amount

 —

 —

 ( 5,745,515
)

 ( 3,977,632
)

 ( 9,723,147
)

 Net income

 —

 —

 —

 414,496

 414,496

 Balance – December 31, 2023

 4,250,000

 $

 $
 —

 $
 ( 3,563,136
)

 $
 ( 3,562,711
)

 The accompanying notes are an integral part
of this financial statement.

 F- 5

 STATEMENT OF CASH FLOWS

 FOR THE PERIOD FROM SEPTEMBER 27, 2023
(INCEPTION) THROUGH DECEMBER 31, 2023

 Cash Flows from Operating Activities:

 Net income

 $
 414,496

 Adjustments to reconcile net income to net cash used in operating activities:

 Formation and operation expenses paid by Sponsor

 84,729

 Interest earned on marketable securities held in Trust Account

 ( 856,457
)

 Changes in operating assets and liabilities:

 Prepaid expenses

 ( 22,816
)

 Prepaid insurance

 ( 420,182
)

 Accrued expenses

 119,357

 Net cash used in operating activities

 ( 680,873
)

 Cash Flows from Investing Activities:

 Investment of cash into Trust Account

 ( 170,000,000
)

 Net cash used in investing activities

 ( 170,000,000
)

 Cash Flows from Financing Activities:

 Proceeds from sale of Units, net of underwriting discounts paid

 167,450,000

 Proceeds from sale of Private Placements Warrants

 5,000,000

 Repayment of Promissory Note - related party

 ( 196,319
)

 Payment of offering costs

 ( 279,901
)

 Net cash provided by financing activities

 171,973,780

 Net Change in Cash

 1,292,907

 Cash - Beginning of period

 —

 Cash - End of period

 $
 1,292,907

 Non-Cash Investing and Financing Activities:

 Offering costs included in accrued offering costs

 $
 85,716

 Deferred offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares

 $
 25,000

 Promissory note – related party

 $
 196,319

 Deferred underwriting fee payable

 $
 5,950,000

 Forfeiture of Founder Shares

 $

 The accompanying notes are an integral part
of this financial statement.

 F- 6

 NOTE 1 — DESCRIPTION OF ORGANIZATION AND
BUSINESS OPERATIONS

 Colombier Acquisition
Corp. II (the "Company") was incorporated in the Cayman Islands on September 27, 2023. The Company was incorporated for the
purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses or entities (the "Business Combination"). The Company is not limited to a particular industry or geographic
region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the
Company is subject to all of the risks associated with early stage and emerging growth companies.

 As of December 31,
2023, the Company had not commenced operations. All activity for the period from September 27, 2023 (inception) through December 31, 2023
relates to (i) the Company's formation and the Company's initial public offering consummated on November 24, 2023 (the "Initial
Public Offering"), which is described below, and (ii) subsequent to the Initial Public Offering, identifying a target company for
a Business Combination. The Company will not generate any operating revenues prior to the completion of the Business Combination, at the
earliest, and will generate non-operating income in the form of interest income on permitted investments from the proceeds derived from
the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

 The registration
statement on Form S-1 (File Nos. 333-274902 and 333-275674) for the Company's Initial Public Offering was declared effective on
November 20, 2023 (the "Registration Statement"). On November 24, 2023, the Company consummated the Initial Public Offering
of 17,000,000 units (the "Units" and, with respect to the shares of the Company's Class A ordinary shares, par value
$ 0.0001 per share (the "Class A Ordinary Shares"), included in the Units, the "Public Shares"), which included
the partial exercise by the underwriters of their over-allotment option in the amount of 2,000,000 Units, at $ 10.00 per Unit, generating
gross proceeds of $ 170,000,000 (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the
private sale (the "Private Placement") of 5,000,000 Private Placement (the "Private Placement Warrants") to Colombier
Sponsor II LLC (the "Sponsor") at a price of $ 1.00 per warrant, or $5,000,000 in the aggregate (see Note 4). Each Unit consists
of one Public Share and one-third of one redeemable warrant (each a "Public Warrant," and together with the Private Placement
Warrants, the "Warrants"). Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50
per share.

 Transaction costs
amounted to $ 9,002,207 consisting of $ 2,550,000 of cash underwriting fee, $ 5,950,000 of deferred underwriting fee (see additional discussion
on Note 6), and $ 502,207 of other offering costs.

 The Company's management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There
is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination
with one or more target businesses that together have an aggregate fair market value of at least 80 % of the value of the Trust Account
(as defined below) (excluding the deferred underwriting commissions and taxes paid or payable on income earned on the Trust Account) at
the time of execution of the definitive agreement for such Business Combination. The Company will only complete a Business Combination
if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company
Act of 1940, as amended (the "Investment Company Act").

 Following the closing of
the Initial Public Offering, on November 24, 2023, an amount of $ 170,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the
Units in the Initial Public Offering and the Private Placement was placed in a trust account (the "Trust Account"), located
in the United States and invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds
meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations,
and (no later than 24 months after the closing of our Initial Public Offering) will be held as cash or cash items, including in a demand
deposit account at a bank, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds
held in the Trust Account, as described below.

 F- 7

 The Company will
provide its holders of the outstanding Public Shares (the "Public Shareholders") with the opportunity to redeem all or a portion
of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve
the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of
a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be
entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($ 10.05 per Public Share, as of
December 31, 2023, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its tax obligations, in addition to any Permitted Withdrawals (as defined below)). There will be no redemption rights upon the
completion of a Business Combination with respect to the Warrants. The Public Shares subject to redemption were recorded at redemption
value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting
Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 480, "Distinguishing Liabilities
from Equity" ("ASC 480").

 The Company will proceed with
a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon consummation
of such a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the
Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business
or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the "Amended and
Restated Memorandum"), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission
("SEC") and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder
approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the
Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender
offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder
Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business
Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against
the proposed transaction or do not vote at all.

 Notwithstanding the above,
if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender
offer rules, the Amended and Restated Memorandum provides that a Public Shareholder, together with any affiliate of such shareholder or
any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more
than an aggregate of 15 % or more of the Public Shares, without the prior consent of the Company.

 The Sponsor has agreed to
waive redemption rights with respect to any Founder Shares and any Public Shares it may acquire during or after the Initial Public Offering
in connection with the completion of the Business Combination.

 The Company has until November
24, 2025 (or February 24, 2026 if the Company has an executed a letter of intent, agreement in principle or definitive agreement for an
initial Business Combination within 24 months from the closing of the Initial Public Offering), or until such earlier liquidation date
as its Board of Directors may approve, to complete a Business Combination (the "Combination Period"). The Company may also
hold a shareholder vote at any time to amend the Amended and Restated Memorandum to modify the Combination Period. The Company will provide
the Public Shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion of the initial
Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two
business days prior to the consummation of our initial Business Combination, including interest earned on the funds held in the Trust
Account (net of amounts withdrawn to fund our working capital requirements, subject to an annual limit of $ 1,000,000, and to pay our taxes
("Permitted Withdrawals")), divided by the number of then outstanding Public Shares, subject to the limitations and on the
conditions described herein.

 The underwriters have agreed
to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a
Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the
Trust Account that will be available to fund the redemption of the Public Shares.

 F- 8

 In order to protect
the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by
a third party for services rendered or products sold to the Company, or a prospective target business with which the Company have entered
into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds
in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust
Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of
the Trust Account assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective
target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
nor will it apply to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").

 Liquidity and Capital Resources

 As of December 31,
2023, the Company had cash of $ 1,292,907 held outside of the Trust Account. We intend to use such funds held outside the Trust Account
primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from
the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents
and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

 From interest earned
on the Trust Account, the Company can withdraw, as Permitted Withdrawals, (i) up to $ 1,000,000 annually, to fund working capital requirements
in connection with completing a Business Combination and (ii) funds to pay its taxes. As of December 31, 2023, there have been no Permitted
Withdrawals from the Trust Account.

 In order to finance
transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company's
officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest bearing basis ("Working
Capital Loans"). If the Company completes the initial Business Combination, the Company will repay such Working Capital Loans. In
the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the
Trust Account to repay such Working Capital Loans, but no proceeds from the Trust Account would be used for such repayment. Up to $ 1,500,000
of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation
of the initial Business Combination. The warrants would be identical to the Private Placement Warrants. Other than as set forth above,
the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working
Capital Loans. There are no Working Capital Loans outstanding as of December 31, 2023.

 The Company does
not believe it will need to raise additional funds in order to meet the expenditures required for operating our business. However, if
the Company's estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business
Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business
prior to our Business Combination. Moreover, the Company may need to obtain additional financing either to complete our Business Combination
or because the Company may become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination,
in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying financial
statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United
States of America ("GAAP") and pursuant to the accounting and disclosure rules and regulations of the SEC.

 The Company had de minimis
activity for the period from September 29, 2023 through September 30, 2023. Accordingly, the balance sheet, statements of operations,
shareholders' equity and cash flows as of and for the period ended September 30, 2023 are not materially different from the financial
statements included in the Registration Statement.

 F- 9

 Emerging Growth Company Status

 The Company is an "emerging
growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012
(the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the
auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on
executive compensation and shareholder approval of any golden parachute payments not previously approved.

 Further, Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that
apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such
extended transition period, which means that when a standard is issued or revised and it has different application dates for public or
private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt
the new or revised standard. This may make comparison of the accompanying financial statements with those of another public company that
(i) is neither an emerging growth company nor an emerging growth company and (ii) has opted out of using the extended transition period,
difficult or impossible because of the potential differences in accounting standards used.

 Use of Estimates

 The preparation of financial
statements in conformity with GAAP requires the Company's management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of expenses during the reporting period.

 Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation
or set of circumstances that existed at the date of the accompany financial statements, which management considered in formulating its
estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly
from those estimates.

 Cash and Cash Equivalents

 The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 1,292,907
in cash and no cash equivalents as of December 31, 2023.

 Marketable Securities Held in Trust Account

 As of December 31, 2023, substantially
all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities.
All of the Company's investments held in the Trust Account are classified as trading securities. Trading securities are presented
on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments
held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of
operations. The estimated fair values of investments held in Trust Account are determined using available market information. The Company
has not withdrawn any amounts from the Trust Account.

 F- 10

 Offering Costs

 The Company complies with
the requirements of FASB ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, "Expenses of Offering." Deferred
offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic
470-20, "Debt with Conversion and Other Options" ("ASC 470-20") addresses the allocation of proceeds from the
issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering
proceeds from the Units between the Class A Ordinary Shares and the Warrants, using the residual method by allocating Initial Public Offering
proceeds first to assigned value of the Warrants and then to the Class A Ordinary Shares. Offering costs allocated to the Class A Ordinary
Shares were charged to temporary equity and offering costs allocated to the Warrants were charged to shareholders' equity, as Public
Warrant and Private Placement Warrants, after Management's evaluation, are accounted for under equity treatment in the accompanying
financial statements.

 Fair Value of Financial Instruments

 The fair value of the Company's
assets and liabilities, which qualify as financial instruments under FASB ASC 820, "Fair Value Measurement," approximates
the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

 Class A Redeemable Share Classification

 The Public Shares contain
a redemption feature that allows for the redemption of such Public Shares in connection with the Company's liquidation, or if there
is a shareholder vote or tender offer in connection with the Company's initial Business Combination. In accordance with FASB ASC
Topic 480-10-S99, "Distinguishing Liabilities From Equity", the Company classifies Public Shares subject to redemption outside
of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the
Units in the Initial Public Offering were issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial
carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The
Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal
the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized
the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in
charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, at December 31, 2023, Class
A Ordinary Shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders'
deficit section of the accompanying balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts
the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the
carrying amount of redeemable shares are affected by charges against additional paid (to the extent available) in capital and accumulated
deficit.

 At December 31, 2023, the Class A Ordinary
Shares subject to redemption reflected in the accompanying balance sheet are reconciled in the following table:

 Gross proceeds

 $
 170,000,000

 Less:

 Proceeds allocated to Public Warrants

 ( 776,333
)

 Class A Ordinary Shares issuance costs

 ( 8,946,814
)

 Plus:

 Remeasurement of carrying value to redemption value

 9,723,147

 Class A Ordinary Shares subject to possible redemption, December 31, 2023

 $
 170,000,000

 Income Taxes

 The Company accounts for income
taxes under FASB ASC Topic 740, "Income Taxes" ("ASC 740"), which requires an asset and liability approach to
financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the
financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted
tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 ASC 740 prescribes a recognition
threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be
taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination
by taxing authorities. The Company's management determined that the Cayman Islands is the Company's major tax jurisdiction.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023,
there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues
under review that could result in significant payments, accruals or material deviation from its position.

 F- 11

 The Company is considered
to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes
or income tax filing requirements in the Cayman Islands or the United States. As such, the Company's tax provision was zero for
the period presented.

 Warrant Instruments

 The Company accounts for Warrants
as either equity-classified or liability-classified instruments based on an assessment of the instruments' specific terms and applicable
authoritative guidance in ASC 480 and FASB ASC Topic 815, "Derivatives and Hedging" ("ASC 815"). The assessment
considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant
to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments
are indexed to the Ordinary Shares and whether the instrument holders could potentially require "net cash settlement" in a
circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while
the instruments are outstanding. Upon review of the warrant agreement, dated November 20, 2023, the Company entered into with Continental
in connection with the Initial Public Offering (the "Warrant Agreement"), the Management concluded that the Public Warrants
and Private Placement Warrants issued pursuant to such Warrant Agreement qualify for equity accounting treatment.

 Share-Based Compensation

 The Company records share-based
compensation in accordance with FASB ASC Topic 718, "Compensation-Share Compensation" ("ASC 718"), guidance to
account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity
instrument. The Company recognizes all forms of share-based payments, including share option grants, Warrants and restricted share grants,
at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based
payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued
to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable
value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If
an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the
termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the
services provided in the accompanying statement of operations.

 Net Income Per Ordinary Share

 The Company complies with
accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." Income and losses are shared pro rata
to the shares. Net income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding
for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income per Ordinary Share as the redemption
value approximates fair value.

 The calculation of diluted
income per Ordinary Share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, (ii)
the exercise of the over-allotment option and (iii) Private Placement, since the average price of the Ordinary Shares for the period from
September 27, 2023 (inception) through December 31, 2023 was less than the exercise price and therefore, the inclusion of such Warrants
under the treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. The Warrants
are exercisable to purchase 10,666,667 shares of Ordinary Shares in the aggregate. As of December 31, 2023, the Company did not have any
dilutive securities or other contracts that could, potentially, be exercised or converted into Ordinary Shares and then share in the earnings
of the Company. As a result, diluted net income per Ordinary Share is the same as basic net income per Ordinary Share for the periods
presented.

 F- 12

 The following table reflects
the calculation of basic and diluted net income per Ordinary Share:

 For the Period from

 September 27, 2023

 (Inception) Through

 December 31, 2023

 Class A

 Ordinary

 Class B

 Ordinary

 Basic and diluted net income per Ordinary Share

 Numerator:

 Allocation of net income, as adjusted

 $
 259,744

 $
 154,752

 Denominator:

 Basic and diluted weighted average Ordinary Shares outstanding

 6,621,053

 3,944,737

 Basic and diluted net income per Ordinary Share

 $
 0.04

 $
 0.04

 Concentration of Credit Risk

 Financial instruments that
potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, exceed the
Federal Depository Insurance Coverage of $ 250,000. The Company has not experienced losses on this account and the Company's management
believes the Company is not exposed to significant risks on such account.

 Recent Accounting Pronouncements

 In June 2016, the FASB issued
Accounting Standards Update ("ASU") Topic 2016-13 – "Financial Instruments – Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). This update requires financial assets measured
at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based
on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts
that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including
changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15,
2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13, as of November 24,
2023. There was no effect from such adoption to the accompanying financial statement.

 In August 2020, the FASB issued
ASU Topic 2020-06, "Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts
in Entity's Own Equity (Subtopic 815-40)" ("ASU 2020-06"), to simplify certain financial instruments. ASU 2020-06
eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments
and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity.
The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled
in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted
method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 and should be applied
on a full or modified retrospective basis. Early adoption is permitted, but no earlier than fiscal years beginning after December 15,
2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06, as of September 27, 2023 (inception). There
was no effect from such adoption to the accompanying financial statement.

 The Company's Management
does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a
material effect on the accompanying financial statements.

 F- 13

 NOTE 3 — INITIAL PUBLIC OFFERING

 Pursuant to the
Initial Public Offering, the Company sold 17,000,000 Units, which includes a partial exercise by the underwriter of their over-allotment
option in the amount of 2,000,000 Units, at a purchase price of $ 10.00 per Unit. Each Unit consists of one Public Share and one-third
of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share,
subject to adjustment. Each Public Warrant will become exercisable 30 days after the completion of the initial Business Combination and
will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation (see Note 7).

 NOTE 4 — PRIVATE PLACEMENT

 Simultaneously with
the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants at a price of $ 1.00
per Private Placement Warrant, or $ 5,000,000 in the aggregate, in the Private Placement. Each whole Private Placement Warrant entitles
the registered holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment (see Note 7). A portion
of the proceeds from the Private Placement was added to the proceeds from the Initial Public Offering held in the Trust Account. If the
Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants
will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants
will expire worthless.

 NOTE 5 — RELATED PARTY TRANSACTIONS

 Founder Shares

 On September 27,
2023, the Sponsor paid $ 25,000 to cover certain offering costs of the Company in consideration for 3,737,500 Class B Ordinary Shares (as
defined in Note 7) (the "Founder Shares"). On November 20, 2023, the Company effected a share capitalization in the form of
a share dividend of approximately 0.15384615 fully paid Class B Ordinary Shares for each Class B Ordinary Share in issue, resulting in
the Sponsor holding an aggregate of 4,312,500 Founder Shares. The Founder Shares included an aggregate of up to 562,500 shares that were
subject to forfeiture depending on the extent to which the underwriters' over-allotment option was exercised, so that the number
of Founder Shares would equal, on an as-converted basis, approximately 20 % of the Company's issued and outstanding Ordinary Shares
after the Initial Public Offering (excluding any Public Shares purchased by the Sponsor in the Initial Public Offering). On November 24,
2023, as a result of the underwriters' election to partially exercise their over-allotment option and their decision to forfeit
the remaining option, 62,500 Founder Shares were forfeited resulting in the Sponsor holding 4,250,000 Founder Shares. The remaining Founder
Shares are no longer subject to forfeiture.

 On November 17,
2023, the Sponsor awarded equity incentives in connection with services to the Sponsor and/or the Company. The equity incentives represent
the Founder Shares owned by the Sponsor as of November 17, 2023, the date of issuance. The equity incentives to the Company's management
and directors are in the scope of ASC 718. Under ASC 718, share-based compensation associated with equity-classified awards is measured
at fair value upon the grant date. The fair value of the 1,459,000 shares granted to the Company's directors and members of management
was $ 3,603,730 or $ 2.47 per share. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business
Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence
under the applicable accounting literature in this circumstance. As of December 31, 2023, the Company determined that a Business Combination
is not considered probable, and, therefore, no share-based compensation expense has been recognized. The fair value was determined using
a Probability-Weighted Expected Return Method (PWERM model), discounted for lack of marketability, with a volatility of 3.8 %, risk-free
rate of 4.89 % and an implied discount for lack of marketability of 1.25 % as of the valuation date of November 17, 2023.

 The Sponsor has
agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees as disclosed herein) until the
earlier of: (i) six months following the consummation of a Business Combination; or (ii) subsequent to the consummation of a Business
Combination, the date on which the Company consummates a transaction that results in all of its shareholders having the right to exchange
their shares for cash, securities, or other property.

 F- 14

 Promissory Note — Related
Party

 On September 27,
2023, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the Initial Public Offering pursuant
to a promissory note (the "Promissory Note"). This loan is non-interest bearing and payable on the earlier of December 31,
2024, or the date on which the Company consummates the Initial Public Offering. The outstanding balance of $ 196,319 was repaid at the
closing of the Initial Public Offering on December 31, 2023, and borrowings under the Promissory Note are no longer available.

 Administrative Support Agreements

 The Company entered
into an agreement, commencing on November 20, 2023, through the earlier of the Company's consummation of a Business Combination
and its liquidation, pursuant to which the Company pays an affiliate of the Sponsor a total of $ 10,000 per month for office space, secretarial
and administrative services provided to members of the Company's management team. For the period from September 27, 2023 (inception)
through December 31, 2023, the Company has paid $ 20,000 in connection with the administrative service agreement and is reflected in general
and administrative expenses in the accompanying statement of operations.

 In addition, the
Company also entered into an agreement, commencing on November 20, 2023, through the earlier of the Company's consummation of a
Business Combination and its liquidation, pursuant to which the Company pays an affiliate of the Sponsor, $ 60,000 per month for the services
of the Chief Executive Officer, Chief Financial Officer, Chief Investment Officer, and Chief Operating Officer. For the period from September
27, 2023 (inception) through December 31, 2023, the Company has paid $ 80,000 in connection with the administrative service agreement and
is reflected in general and administrative expenses in the accompanying statement of operations.

 Related Party Loans

 In order to finance
transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company's
officers and directors may, but are not obligated to, loan the Company Working Capital Loans as may be required on a non-interest bearing
basis. If the Company completes the initial Business Combination, the Company will repay such Working Capital Loans. In the event that
the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to
repay such Working Capital Loans, but no proceeds from the Trust Account would be used for such repayment. Up to $ 1,500,000 of such Working
Capital Loans may be convertible into warrants, at a price of $ 1.00 per warrant at the option of the lender, upon consummation of the
initial Business Combination. The warrants would be identical to the Private Placement Warrants. Other than as set forth above, the terms
of such loans by the Company's officers and directors, if any, have not been determined and no written agreements exist with respect
to such Working Capital Loans. There are no Working Capital Loans outstanding as of December 31, 2023.

 NOTE 6 — COMMITMENTS AND CONTINGENCIES

 Risks and Uncertainties

 United States and global markets
are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and
the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization
("NATO") deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union
and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities,
including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment
system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance
to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation
of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States,
the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that
could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable,
they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply
chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the
global economy and financial markets and lead to instability and lack of liquidity in capital markets.

 F- 15

 Any of the above-mentioned
factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian
invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the
Company's search for an initial Business Combination and any target business with which we may ultimately consummate an initial
Business Combination.

 Registration Rights

 The holders of the
Founder Shares, the Private Placement Warrants and any warrants that may be issued upon conversion of any Working Capital Loans (and any
underlying Class A Ordinary Shares) have registration rights to require the Company to register a sale of any of its securities held by
them pursuant to a registration rights, dated as of November 20, 2023. The holders of these securities are entitled to make up to three
demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggyback"
registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The
Company will bear the expenses incurred in connection with the filing of any such registration statements.

 Underwriting Agreement

 The underwriters
had a 45 -day option from the date of the Initial Public Offering to purchase up to an additional 2,250,000 Units to cover over-allotments,
if any. On November 24, 2023, simultaneously with the closing of the Initial Public Offering, the underwriters elected to partially exercise
the over-allotment option to purchase an additional 2,000,000 Units at a price of $ 10.00 per Unit. The underwriters determined to forfeit
the remaining 250,000 Units.

 The underwriters
were entitled to a cash underwriting fee of $ 0.15 per Unit, or $ 2,550,000 in the aggregate, paid upon the closing of the Initial Public
Offering. In addition, $ 0.35 per Unit, or $ 5,950,000 in the aggregate, will be payable to the underwriters for deferred underwriting fee.
The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company
completes an initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Up to $ 0.30
per Unit of the $ 0.35 at the sole discretion of the Company may be reallocated for expenses in connection with its initial Business Combination
and working capital needs post the initial Business Combination. Any such reduction of the deferred underwriting fee shall reduce proportionately
the deferred underwriting fee to the underwriters and will also reduce proportionately the amount payable to Roth Capital Partners, LLC
("Roth") under the consulting and advisory fee agreement described below.

 Advisory Agreement

 On November 20,
2023, the Company engaged Roth to provide consulting and advisory services in connection with the Initial Public Offering. Roth represented
the Company's interests only, was independent of the underwriters and was not a party to any securities purchase agreement with
the Company, the underwriters, or investors in relation to the Initial Public Offering. Roth did not participate (within the meaning of
FINRA Rule 5110(j)(16)) in the Initial Public Offering; acted as an independent financial adviser (within the meaning of FINRA Rule 5110(j)(9)),
and it did not act as an underwriter in connection with the Initial Public Offering. Roth's fee was $ 510,000, payable upon the closing
of the Initial Public Offering. A deferred fee of up to $ 1,190,000 will be paid to Roth at the closing of the Business Combination. This
deferred fee will only be paid to Roth if the Company completes a Business Combination. Roth's fees in both cases will be offset
from the underwriting fees already recorded between the cash underwriting fee of $ 2,550,000 and the deferred underwriting fee of $ 5,950,000,
resulting in no additional incremental fee already recorded by the Company.

 NOTE 7 — SHAREHOLDERS' DEFICIT

 Preference Shares

 The Company is authorized
to issue 1,000,000 preference shares with a par value of $ 0.0001 per share, with such designations, voting and other rights and preferences
as may be determined from time to time by the Company's board of directors. As of December 31, 2023, there were no preference shares
issued or outstanding.

 F- 16

 Class A Ordinary Shares

 The Company is authorized
to issue a total of 500,000,000 Class A Ordinary Shares at par value of $ 0.0001 per share. Holders of Class A Ordinary Shares are
entitled to one vote for each share. At December 31, 2023, there were no shares of Class A Ordinary Shares issued or outstanding,
excluding 17,000,000 Class A Ordinary Shares subject to possible redemption.

 Class B Ordinary Shares

 The Company is authorized
to issue a total of 50,000,000 Class B ordinary shares at par value of $ 0.0001 per share (the "Class B Ordinary Shares, and
together with the Class A Ordinary Shares, the "Ordinary Shares"). Holders of the Class B Ordinary Shares are entitled to
 one vote for each share. On September 27, 2023, the Company issued 3,737,500 Class B Ordinary Shares to the Sponsor for $ 25,000.
On November 20, 2023, the Company effected a share capitalization in the form of a share dividend of approximately 0.15384615 fully paid
Class B Ordinary Shares for each Class B Ordinary Share in issue, resulting in the Sponsor holding an aggregate of 4,312,500 Founder Shares.
The Founder Shares included an aggregate of up to 562,500 shares that were subject to forfeiture depending on the extent to which the
underwriters' over-allotment option was exercised, so that the number of Founder Shares will equal, on an as-converted basis, approximately
 20 % of the Company's issued and outstanding Ordinary Shares after the Initial Public Offering (excluding any Public Shares purchased
by the Sponsor in the Initial Public Offering). On November 24, 2023, as a result of the underwriters' election to partially exercise
their over-allotment option, 62,500 Founder Shares were forfeited resulting in the Sponsor holding 4,250,000 Founder Shares. The remaining
Founder Shares are no long subject to forfeiture.

 Holders of Class A Ordinary
Shares and Class B Ordinary Shares vote together as a single class on all other matters submitted to a vote of shareholders, except as
(i) described below and (ii) required by law.

 The Class B Ordinary Shares
will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of a Business Combination,
and may be converted at any time prior to the Business Combination, at the option of the holder, on a one-for-one basis (unless otherwise
provided in the Business Combination agreement), subject to adjustment for share sub-divisions, share dividends, reorganizations, recapitalizations
and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares or equity-linked
securities are issued or deemed issued in connection with the Business Combination, the number of Class A Ordinary Shares issuable upon
conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20 % of the total number of Class A Ordinary Shares
outstanding after such conversion, including the total number of Class A Ordinary Shares issued, or deemed issued or issuable upon conversion
or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the
consummation of the Business Combination, excluding any Class A Ordinary Shares or equity-linked securities or rights exercisable for
or convertible into Class A Ordinary Shares issued, or to be issued, to any seller in the Business Combination and any Private Placement
Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder
Shares will never occur on a less than one-for-one basis.

 In addition, only holders
of Class B Ordinary Shares will have the right to vote on the appointment of directors prior to the completion of the Company's
initial Business Combination and on a vote to continue the Company in a jurisdiction outside the Cayman Islands. Holders of Public Shares
are also not entitled to vote on the appointment of directors prior to the completion of the Company's initial Business Combination.

 Warrants

 As of December 31, 2023, there
are 10,666,667 Warrants ( 5,666,667 Public Warrants and 5,000,000 Private Placement Warrants) issued and outstanding. Each whole Public
Warrant entitles the registered holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment as
discussed below, at any time commencing 30 days after the completion of the initial Business Combination. Pursuant to the Warrant Agreement,
a warrant holder may exercise its Public Warrants only for a whole number of Class A Ordinary Shares. No fractional Public Warrants will
be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will expire five years after the
completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

 F- 17

 The Company has
agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination,
the Company will use commercially reasonable efforts to file with the SEC a post-effective amendment to the Registration Statement or
a new registration statement covering the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise
of the Warrants and thereafter will use our commercially reasonable efforts to cause the same to become effective within 60 business days
following the initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon
exercise of the Warrants, until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement. If a registration
statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60 business days
after the closing of the initial Business Combination), warrant holders may, until such time as there is an effective registration statement
and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a "cashless
basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption.

 Once the Warrants become exercisable,
the Company may call the Warrants for redemption for cash:

 in whole and not in part;

 at a price of $ 0.01 per Warrant,

 upon not less than 30 days' prior written notice of redemption (the " 30 -day redemption period") to each warrant holder; and

 if, and only if, the closing price of the Ordinary Shares equals or
exceeds $ 18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like
and for certain issuances of Class A Ordinary Shares and equity-linked securities for capital raising purposes in connection with the
closing of the initial Business Combination as described elsewhere in this prospectus) on each of 20 trading days within a 30 -trading
day period commencing once the Warrants become exercisable and ending three business days before the Company sends the notice of redemption
to the warrant holders and there is an effective registration statement under the Securities Act covering the Class A Ordinary Shares
issuable upon exercise of the Warrants and a current prospectus relating to those Class A Ordinary Shares is available throughout the
 30 -day redemption period.

 If and when the Warrants become
redeemable by the Company for cash, the Company may exercise the redemption right even if the Company is unable to register or qualify
the underlying securities for sale under all applicable state securities laws.

 The Private Placement Warrants
(including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable
or salable until 30 days after the completion of the initial Business Combination. The Private Placement Warrants have terms and provisions
that are identical to those of the Public Warrants being sold as part of the Units in the Initial Public Offering.

 The Company accounts for the
 10,666,667 Warrants issued in connection with the Initial Public Offering and the Private Placement (including 5,666,667 Public Warrants
and 5,000,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the Warrants
described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated
value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

 F- 18

 NOTE 8 — FAIR VALUE MEASUREMENTS

 The fair value of the Company's
financial assets and liabilities reflects management's estimate of amounts that the Company would have received in connection with
the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants
at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the
use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

 Level 1:

 Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 Level 2:

 Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

 Level 3:

 Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

 The following table presents information about the Company's
assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023:

 December 31,
 2023

 Quoted Prices
 in
 Active Markets
 (Level 1)

 Significant
 Other
 Observable
 Inputs
 (Level 2)

 Significant
 Other
 Unobservable
 Inputs
 (Level 3)

 Assets:

 Marketable securities held in Trust Account

 $
 170,856,457

 $
 170,856,457

 $
 —

 $
 —

 The Public Warrants were valued
using a Monte Carlo model. The Public Warrants have been classified within shareholders' deficit and will not require remeasurement
after issuance. At November 24, 2023, a fair value of $ 0.137 per Public Warrant was determined.

 The following table presents
the quantitative information regarding market assumptions used in the valuation of the Public Warrants:

 November 24,
 2023

 Market price of Public Shares

 $
 9.954

 Term (years)

 2.52

 Risk-free rate

 4.74
 %

 Volatility

 3.8
 %

 Transfers to/from Levels 1,
2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no
transfers for the period from September 27, 2023 (inception) through December 31, 2023.

 NOTE 9 — SUBSEQUENT EVENTS

 The Company evaluated
subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued.
Based upon this review, other than as described below, the Company did not identify any subsequent events that would have
required adjustment or disclosure in the accompanying financial statements.

 On January 9, 2024, the Company
announced that, commencing on January 11, 2024, the holders of the Units, each Unit consisting of one Public Share and one-third of one
Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $ 11.50 per share,
may elect to separately trade the Public Shares and the Public Warrants included in the Units. No fractional Public Warrants will be issued
upon separation of the Units and only whole Public Warrants will trade. Any Units not separated will continue to trade on the New York
Stock Exchange under the symbol "CLBR.U." The Public Shares and the Public Warrants now trade on the New York Stock Exchange
under the symbols "CLBR" and "CLBR.WS," respectively. Holders of Units will need to have their brokers contact
Continental, the Company's transfer agent, in order to separate the Units into Public Shares and Public Warrants.

 F- 19

 EXHIBIT INDEX

 Exhibit No.

 Description

 1.1

 Underwriting Agreement, dated November 20, 2023, by and between the Company and BTIG, LLC. (3)

 3.1

 Amended and Restated Memorandum and Articles of Association. (3)

 4.1

 Specimen Unit Certificate. (1)

 4.2

 Specimen Class A Ordinary Share Certificate. (1)

 4.3

 Specimen Warrant Certificate.*

 4.4

 Warrant Agreement, dated November 20, 2023, by and between the Company and Continental, as warrant agent. (3)

 4.5

 Description of Registered Securities.*

 10.1

 Promissory Note, dated as of September 27, 2023, issued to the Sponsor. (1)

 10.2

 Securities Subscription Agreement, dated September 27, 2023, by and between the Company and the Sponsor. (1)

 10.3

 Investment Management Trust Account Agreement, dated November 20, 2023, by and between the Company and Continental, as trustee. (3)

 10.4

 Registration Rights Agreement, dated November 20, 2023, by and among the Company, the Sponsor and the holders party thereto. (3)

 10.5

 Warrant Subscription Agreement, dated November 20, 2023, by and between the Company and the Sponsor. (3)

 10.6

 Letter Agreement, dated November 20, 2023, by and among the Company, its officers, directors and the Sponsor. (3)

 10.7

 Administrative Services Agreement, dated November 20, 2023, by and between the Company and Farvahar Capital LLC. (3)

 10.8

 Financial Advisory Services Agreement, dated November 20, 2023, by and between the Company and Roth Capital Partners, LLC. (3)

 10.9

 Services and Indemnification Agreement, dated November 20, 2023, by and between the Company and OJJA, LLC. (3)

 10.10

 Form of Indemnity Agreement (1).

 Code of Ethics.*

 Insider Trading Policies and Procedures, adopted November 30, 2023.*

 31.1

 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 31.2

 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 32.1

 Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 32.2

 Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 Policy Related to Recovery of Erroneously Awarded Compensation, adopted November 30, 2023*

 99.1

 Audit Committee Charter.*

 99.2

 Compensation Committee Charter.*

 99.3

 Nominating and Corporate Governance Committee Charter.*

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *

 Filed herewith.

 **

 Furnished herewith.

 (1)

 Incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 333-274902) filed with the SEC on October 6, 2023.

 (2)

 Incorporated by reference to Amendment No. 1 to the Company's Registration Statement on Form S-1/A (File No. 333-274902), filed with the SEC on November 14, 2023.

 (3)

 Incorporated by reference to the Company's Current Report on Form 8-K, filed with the SEC on November 27, 2023.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.

 Colombier Acquisition Corp. II

 By:

 /s/
 Omeed Malik

 Name:

 Omeed Malik

 Title:

 Chief Executive Officer

 (Principal Executive Officer)

 Pursuant to the requirements
of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.

 Name

 Position

 Date

 /s/ Omeed Malik

 Chief Executive Officer and

 Omeed Malik

 Chairman of the Board of Directors

 (Principal Executive Officer)

 /s/ Joe Voboril

 Chief Financial Officer and Co-President

 Joe Voboril

 (Principal Financial and Accounting Officer)

 /s/ Andrew
 Nasser

 Chief Investment Officer and Co-President

 Andrew Nasser

 /s/ Jordan
 Cohen

 Chief Operating Officer

 Jordan Cohen

 /s/ Ryan Kavanaugh

 Ryan Kavanaugh

 /s/ Chris Buskirk

 Chris Buskirk

 /s/ Candice Willoughby

 Candice Willoughby

 /s/ Michael Seifert

 Michael Seifert

 0.04 0.04

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