Exhibit 3.1.1

 

 

Dated 27 September 2023

 

 

Companies Act (Revised)

 

Company Limited by Shares

 

 

Colombier Acquisition Corp. II

 

 

 

 

MEMORANDUM OF ASSOCIATION

 

 

 

 

 

 

#VPF:FRQ53053#

 

Auth Code: K51652017801

www.verify.gov.ky

 

 

 

 

 

Companies Act (Revised)

 

Company Limited by Shares

 

Memorandum of Association

 

of

 

Colombier Acquisition Corp. II

 

1The name of the Company is Colombier Acquisition Corp. II.

 

2The Company's registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as the directors may at any time decide.

 

3The Company's objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands.

 

4The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit.

 

5Nothing in any of the preceding paragraphs permits the Company to carry on any of the following businesses without being duly licensed, namely:

 

(a)the business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (Revised); or

 

(b)insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Act (Revised);or

 

(c)the business of company management without being licensed in that behalf under the Companies Management Act (Revised).

 

6Unless licensed to do so, the Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands.

 

7The Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that member's shares.

 

Auth Code: K51652017801

www.verify.gov.ky

 

2

 

 

 

8The share capital of the Company is USD55,100 divided into 500,000,000 Class A ordinary shares of par value USD0.0001 each, 50,000,000 Class B ordinary shares of par value USD0.0001 each, 1,000,000 preference shares of par value USD0.0001 each. However, subject to the Companies Act (Revised) and the Company's articles of association, the Company has power to do any one or more of the following:

 

(a)to redeem or repurchase any of its shares; and

 

(b)to increase or reduce its capital; and

 

(c)to issue any part of its capital (whether original, redeemed, increased or reduced):

 

(i)with or without any preferential, deferred, qualified or special rights, privileges or conditions; or

 

(ii)subject to any limitations or restrictions

 

and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or

 

(d)to alter any of those rights, privileges, conditions, limitations or restrictions.

 

9The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

 

Auth Code: K51652017801

www.verify.gov.ky

 

3

 

 

 

We, the subscriber to this memorandum of association, wish to be formed into a company pursuant to this memorandum; and we agree to take the number of shares in the capital of the Company shown opposite our name in the table below.

 

Dated 27 September 2023

 

Name and address of Subscriber   Number of shares taken   Signature
         
Ogier Global Subscriber (Cayman) Limited   1     per: /s/ Mark Drummond
89 Nexus Way       Name: Mark Drummond
Camana Bay       Authorised Signatory
Grand Cayman, KY1-9009          
Cayman Islands          

 

Witness to above signature    
    /s/ Roshekia Taylor  
    Name:  Roshekia Taylor  
         
    Ogier Global (Cayman) Limited  
    89 Nexus Way  
    Camana Bay  
    Grand Cayman, KY1-9009  
    Cayman Islands  
       
    Occupation: Administrator  

 

Auth Code: K51652017801

www.verify.gov.ky

 

 

 

4