M&A - COLOMBIER ACQUISITION CORP. II

Form Type: 425

Filing Date: 2025-04-04

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025028944

Filing Summary: On April 4, 2025, Colombier Acquisition Corp. II filed a Form 425 related to its planned business combination with Metroplex Trading Company, LLC (doing business as GrabAGun). The company aims to go public via a Special Purpose Acquisition Company (SPAC) arrangement, with the merger expected to finalize in the summer of 2025. Marc Nemati, CEO of GrabAGun, discussed the company's strategy to leverage technology, enhance customer experience in e-commerce, and implement industry consolidation through mergers and acquisitions. The conversation emphasized GrabAGun's focus on attracting younger consumers, adapting to market demands, and utilizing artificial intelligence to optimize operations. The call highlighted GrabAGun's diverse product offerings, including ammunition and outdoor gear, as well as its commitment to meeting regulatory requirements efficiently. The SPAC's backing by prominent figures and a well-structured management team positions GrabAGun favorably for growth in the firearms industry, which is anticipated to experience long-term stability following a surge in customer interest during the COVID-19 pandemic.

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Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000101376225001249

Filing Summary: On March 24, 2025, Colombier Acquisition Corp. II ('Colombier II') announced a business combination agreement with GrabAGun and related parties that was originally signed on January 6, 2025. The business combination, upon fulfillment of conditions, will transition GrabAGun Digital Holdings Inc. into a public company, resulting in Colombier II and GrabAGun merging operations. Following the expected closing, which is pending shareholder approval, specific individuals, including Donald J. Trump Jr. and others, are proposed as board members of GrabAGun Digital. Alongside the announcement, a press release was issued, detailing the intended filing of a Registration Statement on Form S-4 with the SEC, which includes a preliminary proxy statement and prospectus related to the merger. The intention is for GrabAGun's shares and warrants to be listed on the New York Stock Exchange under the proposed symbols 'PEW' and 'PEWW'. Additionally, the updated investor presentation supersedes a previous version filed on January 6, 2025, serving as a tool for communication regarding the merger process.

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Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000101376225001247

Filing Summary: On March 24, 2025, Colombier Acquisition Corp. II announced a Business Combination Agreement with GrabAGun and its related entities to create a public company under the name GrabAGun Digital Holdings Inc. This agreement includes provisions for a registration statement and proxy materials to be filed with the SEC. The press release disclosed nominees for the board of directors of GrabAGun Digital following the proposed merger and outlined the intent to list shares and warrants on the New York Stock Exchange. This form updates previous communications regarding the merger and introduces an investor presentation, replacing an older version. The business combination's outcomes include expectations for shareholder approval, compliance with SEC regulations, and the potential listing of shares under the proposed ticker symbols PEW and PEWW upon the closing of the transaction.

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Form Type: 10-K

Filing Date: 2025-03-11

Corporate Action: Merger

Type: New

Accession Number: 000121390025022353

Filing Summary: COLOMBIER ACQUISITION CORP. II filed its annual report for the fiscal year ended December 31, 2024, detailing its business operations as a blank check company seeking to effect a Business Combination. The report highlights the completion of its Initial Public Offering on November 24, 2023, which raised $170 million. It discusses the GrabAGun Business Combination Agreement entered into on January 6, 2025, where the company will merge with GrabAGun and become a wholly-owned subsidiary of GrabAGun Digital Holdings Inc. This business combination involves a significant cash and stock consideration totaling $150 million for the equity holders of GrabAGun, structured to deliver $100 million in newly issued shares and $50 million in cash. The filing notes risks and uncertainties related to the completion of this transaction and compliance with new SEC rules for SPACs. The company maintains a Trust Account with $170 million from its IPO.

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Form Type: 425

Filing Date: 2025-02-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025011442

Filing Summary: Colombier Acquisition Corp. II has filed a Form 425 concerning its proposed business combination with Metroplex Trading Company, LLC (doing business as GrabAGun) under a previously disclosed Business Combination Agreement dated January 6, 2025. The document includes discussions by Donald Trump, Jr. and Michael Seifert regarding the business's focus on the gun market and the company's plans to go public. They talked about the challenges faced by businesses aligned with the gun culture, especially regarding banking and financial institutions, as well as the establishment of a marketplace aimed at freedom of expression through various companies involved in the gun industry. The filing indicates the intentions to create a combined public entity, with details about the merging processes and future financial solutions offered to businesses and individuals in this sector. Shareholders are encouraged to stay informed about the upcoming proxy statements and to participate in the approval process of the business combination, which aims to merge the operations of Colombier and GrabAGun into a single publicly traded entity, enhancing the partnerships and synergies within the firearms industry.

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Form Type: 425

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000121390025006147

Filing Summary: Colombier Acquisition Corp. II is filing this registration statement under Rule 425 related to its business combination with Metroplex Trading Company, LLC, which operates as GrabAGun. The Business Combination Agreement was signed on January 6, 2025. Donald Trump, Jr., a consultant for GrabAGun, announced intentions to take the company public, highlighting a shift in how firearms companies are represented in the public markets. The proposed combination allows for retail investors to buy shares in GrabAGun by merging with a special purpose acquisition company (SPAC). An S-4 Registration Statement will be filed with the SEC, which includes a proxy statement and prospectus detailing the Business Combination for shareholders. This combination aims to provide access to investments in the firearms sector, responding to growing public demand for gun ownership and investments against perceived systemic bias from financial institutions. Shareholders and interested parties are encouraged to read the forthcoming documents as they contain important information regarding the merger.

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Form Type: 425

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000121390025006149

Filing Summary: Colombier Acquisition Corp. II has filed a communication regarding a proposed business combination with Metroplex Trading Company, LLC, doing business as GrabAGun. A Business Combination Agreement dated January 6, 2025, has been established between the parties. This document outlines the intention to file a Registration Statement on Form S-4, which will include a preliminary proxy statement and prospectus related to the business combination. Shareholders are urged to read the upcoming proxy statement for important details about Colombier II, GrabAGun, and the business combination. The parties involved may be deemed participants in the solicitation of proxies from shareholders. The document emphasizes that this communication is for informational purposes and does not represent a solicitation or offer to buy securities. It also contains forward-looking statements regarding the anticipated benefits of the business combination and potential risks involved.

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Form Type: 425

Filing Date: 2025-01-23

Corporate Action: Merger

Type: New

Accession Number: 000121390025005670

Filing Summary: On January 6, 2025, GrabAGun entered into a merger agreement with Colombier Acquisition Corp. II. This transaction is expected to take GrabAGun public on the New York Stock Exchange once completed. The existing management team at GrabAGun, led by Marc Nemati, will remain in charge post-merger, with Donald Trump Jr. advising on the transaction and becoming an equity holder in the new entity. The expected completion date for this transaction is in summer 2025. Securities of Colombier currently trade under ticker symbols CLBR and CLBR-WT, which will transition to representing shares in the public GrabAGun entity upon closing. Further information regarding the merger and related voting procedures for shareholders will be provided in a forthcoming proxy statement and Registration Statement on Form S-4. Shareholders are encouraged to read this documentation when it becomes available as it contains vital information about the merger and its impact on shareholders.

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Form Type: 425

Filing Date: 2025-01-21

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025004761

Filing Summary: Colombier Acquisition Corp. II is proceeding with an acquisition of GrabAGun, a mobile-focused online firearms retailer, utilizing a Special Purpose Acquisition Company (SPAC). On January 17, 2025, a conversation was published discussing the transaction's implications for the firearms market, reflecting on constitutional rights being under pressure in recent years. Omeed Malik and Donald Trump, Jr. lead the initiative, emphasizing the goal of empowering businesses that cater to the Second Amendment rights in a market seen as underserved by traditional financial avenues. The SPAC aims to give GrabAGun a valuation boost, infusing $170 million in cash to elevate their operations and promote their technology, designed to cater to a younger, mobile-savvy consumer base that values online shopping. Stakeholders and potential investors can expect a transition where the current stock symbol CLBR will eventually change to PEW as the merger completes. This endeavor aims to pioneer a supportive ecosystem for companies serving the Second Amendment community amidst increasing regulatory challenges.

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Form Type: 425

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000121390025004330

Filing Summary: Colombier Acquisition Corp. II (Colombier II) and Metroplex Trading Company, LLC (doing business as GrabAGun) are pursuing a Business Combination Agreement dated January 6, 2025. This agreement involves the proposed merger creating GrabAGun Digital Holdings Inc. (Pubco). A Registration Statement will be filed with the SEC, containing a preliminary proxy statement and prospectus related to the business combination. Shareholders of Colombier II will receive detailed documentation about the merger, and they are encouraged to review these documents for insights into the deal. The communication also includes extensive forward-looking statements regarding anticipated benefits and potential risks associated with the business combination, notably legal and operational challenges, as well as potential impacts on shareholder interests and the combined company's future operations.

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Form Type: 425

Filing Date: 2025-01-16

Corporate Action: Merger

Type: New

Accession Number: 000121390025004268

Filing Summary: On January 6, 2025, Metroplex Trading Company, LLC, doing business as GrabAGun, entered into a merger agreement with Colombier Acquisition Corp. II, a special purpose acquisition company. Following the completion of the transaction, GrabAGun is expected to be listed on the New York Stock Exchange. The existing management team will continue to operate the company under the guidance of Donald Trump Jr., who will become an equity holder. The transaction is projected to close in summer 2025.

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Form Type: 425

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000121390025002798

Filing Summary: Colombier Acquisition Corp. II has filed a Rule 425 communication relating to a Business Combination Agreement with Metroplex Trading Company, LLC, doing business as GrabAGun. The agreement, dated January 6, 2025, outlines plans for a proposed business combination involving Colombier II, Pubco, and various merger subsidiaries. This filing serves as a preliminary communication as the parties intend to file a Registration Statement on Form S-4 with the SEC, which will include a preliminary proxy statement and prospectus regarding the Business Combination. Shareholders of Colombier II will receive documents related to the solicitation of proxies for a Special Meeting to approve the Business Combination. The filing emphasizes the importance of reviewing these documents, which will provide crucial insights into the involved parties and the anticipated benefits of the merger. The communication also includes a caution regarding forward-looking statements and the various risks associated with the transaction, including uncertainties that could affect the completion of the Business Combination and potential impacts on the market performance of Colombier II and related entities. It advises shareholders to be aware of risks related to regulatory approvals, operational disruptions, and the ability to maintain necessary licenses, among other potential challenges.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025002230

Filing Summary: Colombier Acquisition Corp II is in the process of a proposed business combination with Metroplex Trading Company, LLC, operating as GrabAGun, as per a Business Combination Agreement dated January 6, 2025. On January 8, 2025, communications regarding this agreement were made by Omeed Malik, CEO and Chairman. A Registration Statement on Form S-4 will be filed with the SEC to include a preliminary proxy statement and prospectus for the proposed combination. Shareholders of Colombier II will receive these materials when available and are urged to read them carefully as they contain essential information pertaining to the transaction. The business combination reportedly will include several entities such as Gauge II Merger Sub Corp and GrabAGun. Forward-looking statements regarding the anticipated benefits and execution of the merger, as well as various risks associated with the completion of the transaction, are outlined. Shareholders can access documents related to this transaction free of charge on the SEC's website.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025002231

Filing Summary: Colombier Acquisition Corp. II has filed a communication related to its Business Combination Agreement with GrabAGun, a division of Metroplex Trading Company, LLC, dated January 6, 2025. This document outlines that Colombier II, GrabAGun, and GrabAGun Digital Holdings Inc. intend to submit a Registration Statement on Form S-4 to the SEC, which will include a preliminary proxy statement and a prospectus regarding the Business Combination. This filing follows an earlier announcement of the integration between these entities. It emphasizes the importance of shareholder participation and encourages shareholders to read the upcoming documents regarding the Business Combination, which will contain crucial information. Furthermore, it outlines various risks associated with the Business Combination and includes forward-looking statements related to anticipated benefits, execution plans, and financial aspects post-combination. The filing specifies the necessity for compliance with federal securities laws and presents a comprehensive outline of the implications for shareholders and stakeholders involved.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025002248

Filing Summary: On January 9, 2025, Colombier Acquisition Corp. II (Colombier II) filed a communication regarding a Business Combination Agreement with Metroplex Trading Company, LLC (doing business as GrabAGun), dated January 6, 2025. The parties plan to file a Registration Statement on Form S-4 that will include a preliminary proxy statement of Colombier II and a prospectus for the proposed Business Combination. A special meeting for Colombier II shareholders will be conducted to vote on the proposed Business Combination with GrabAGun. Shareholders are encouraged to read the documents related to the solicitation of proxies for their importance. The document also contains forward-looking statements regarding anticipated benefits, risks, and uncertainties associated with the Business Combination and emphasizes the necessity for obtaining investor consent for the transaction.

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Form Type: 425

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000121390025001778

Filing Summary: Colombier Acquisition Corp. II has filed a Form 425 in connection with a proposed business combination with GrabAGun, a company operated by Metroplex Trading Company, LLC. Key statements from Donald Trump Jr. highlight the merger as part of a strategic move to bring GrabAGun public under a SPAC structure, with the ticker CLBR. The proposed business combination is governed by the Business Combination Agreement signed on January 6, 2025, which outlines the details for a merger between Colombier II and GrabAGun, with intentions to file a Registration Statement on Form S-4. Shareholders of Colombier II will receive materials to review and vote on this business combination, emphasizing the importance of reading these documents for crucial information. This communication serves for information purposes and does not constitute an offer to sell or solicit any securities, as stated in the document. Additionally, the document mentions various forward-looking statements related to the anticipated benefits and risks associated with the merger, noting the unpredictability of actual future performance compared to initial estimates.

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Form Type: 425

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000121390025001779

Filing Summary: On January 7, 2025, Colombier Acquisition Corp. II (Colombier II) communicated its involvement in a Business Combination Agreement with Metroplex Trading Company, LLC (d/b/a GrabAGun), signed on January 6, 2025. The merging parties plan to file a Registration Statement on Form S-4 that will comprise a preliminary proxy statement and prospectus for their proposed business combination. Homeed Malik, the CEO of Colombier, highlighted the importance of this merger and urged shareholders to read forthcoming documents for comprehensive information. The proxy statement will be sent to shareholders, detailing the proposed business combination and ensuring compliance with SEC regulations. This communication also includes forward-looking statements regarding potential benefits from the merger and warns shareholders about risks associated with the business combination. Furthermore, shareholders are advised to monitor updates and filings related to the business combination.

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Form Type: 425

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000121390025001780

Filing Summary: Colombier Acquisition Corp. II entered into a Business Combination Agreement with GrabAGun, with intentions to file a Registration Statement on Form S-4 including a preliminary proxy statement and prospectus related to the proposed merger. This merger aims to integrate GrabAGun with Colombier II and create GrabAGun Digital Holdings Inc. Shareholders will receive a definitive proxy statement related to the merger and are urged to read this and other relevant documents for detailed insights into the transaction. The communication also outlines forward-looking statements that indicate potential benefits of the merger and associated risks, including potential regulatory challenges and market conditions that may affect the merger process.

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Form Type: 425

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000121390025002102

Filing Summary: On January 6, 2025, Colombier Acquisition Corp. II entered into a Business Combination Agreement with Metroplex Trading Company, LLC (d/b/a GrabAGun) and other entities. This agreement outlines two significant mergers: 1) Purchaser Merger Sub will merge with Colombier II, leading to the cancellation of existing securities for equivalent securities of Pubco; 2) Company Merger Sub will merge with GrabAGun, with its security holders receiving shares of Pubco Common Stock. The total consideration for GrabAGun's equity holders is $150 million, consisting of $100 million in Pubco shares and $50 million in cash. The document covers conditions for the mergers, including shareholder approvals, financial representations, and other customary covenants necessary for transaction completion. It also discusses post-merger governance and board composition for Pubco, along with provisions for closing conditions and potential termination scenarios. Additionally, it details agreements related to seller support, lock-ups, and changes to registration rights. The mergers are set to make Colombier II and GrabAGun wholly-owned subsidiaries of Pubco, which will become a publicly traded company thereafter.

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Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000121390025002100

Filing Summary: On January 6, 2025, Colombier Acquisition Corp. II entered into a Business Combination Agreement with Metroplex Trading Company, LLC and GrabAGun Digital Holdings Inc. The agreement outlines the merger of Colombier II with a newly formed entity, Gauge II Merger Sub Corp., allowing Colombier II to continue as the surviving entity. As part of the merger, shareholders of Colombier II will receive equivalent securities of Pubco, which will become publicly traded. The aggregate consideration for this merger is set at $150 million, comprising $100 million in newly issued shares of Pubco common stock and $50 million in cash. The Business Combination Agreement also includes customary representations, warranties, and covenants from both parties to ensure the successful completion of the transaction. The consummation of this agreement is subject to various conditions, including approvals from shareholders of both entities. The agreement may be terminated if the closing does not occur by August 1, 2025. Additionally, both parties are subject to certain restrictions with respect to soliciting alternative transactions during the negotiation period.

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Form Type: 425

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000121390025001308

Filing Summary: Colombier Acquisition Corp II has announced a merger agreement with GrabAGun, an online firearm retailer, valuing the company at approximately $150 million. Upon completion of the merger, the company will rebrand as GrabAGun Digital Holdings Incorporated and is expected to be traded on the New York Stock Exchange under the ticker symbol PEW. The discussion highlighted the importance of supporting constitutional rights, particularly the Second Amendment, and aimed to address the rising market demand for gun ownership among millennials and Gen Z, who are increasingly looking for legal ways to secure their personal safety. The merger is positioned as a response to perceived challenges in the market from larger, more traditional retailers who have moved away from firearm sales. The transaction aims to fill a gap in the market for consumers seeking reliable firearm purchasing options in a tech-enabled environment, stressing the importance of legal compliance and consumer education regarding gun ownership.

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Form Type: 425

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000121390025001320

Filing Summary: On January 6, 2025, GrabAGun announced a definitive agreement with Colombier Acquisition Corp. II for a business combination that will result in GrabAGun becoming publicly traded. The deal is expected to close in the summer of 2025 and intends to list GrabAGun on the NYSE under the symbol 'PEW'. This strategic partnership aims to enhance GrabAGun's market position in the online firearm and ammunition industry and support its growth initiatives. The involved parties plan to file a Registration Statement on Form S-4, which will include a preliminary proxy statement and a prospectus related to this transaction. Shareholders of Colombier II are encouraged to read the forthcoming proxy statement and related documents for more information regarding this business combination, along with potential risks and forward-looking statements applicable to the transaction.

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Form Type: 425

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000121390025001330

Filing Summary: On January 6, 2025, Colombier Acquisition Corp. II entered into a Business Combination Agreement with Metroplex Trading Company, LLC, known as GrabAGun, a company that sells firearms and accessories online. The merger values GrabAGun at $150 million, with substantial recent revenues exceeding $100 million. Omeed Malik, Chief Executive Officer of Colombier, and Donald Trump Jr. are involved in this transaction, aiming to take the online retailer public using the special purpose acquisition company (SPAC) structure. The agreement is part of a broader strategy to support businesses perceived as being marginalized by traditional financiers, particularly within the pro-Second Amendment business framework. This transaction aligns with the growing demand for online firearm sales, appealing to younger demographics. The new entity will be facilitated by GrabAGun's compliance with federal regulations and innovative payment solutions, including a partnership with PublicSq., which addresses challenges faced by firearm retailers in payment processing. Shareholders will be solicited for approval of the merger through proxy statements and the deal is expected to be formally filed with the SEC.

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Form Type: 425

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000121390025001331

Filing Summary: Colombier Acquisition Corp II has filed a communication regarding a Business Combination Agreement with Metroplex Trading Company, LLC, doing business as GrabAGun, dated January 6, 2025. The agreement outlines the proposed business combination involving Colombier II, GrabAGun, and their respective subsidiaries, which includes the filing of a Registration Statement on Form S-4 with the SEC. This Registration Statement will contain a preliminary proxy statement for a special meeting where shareholders of Colombier II will vote on the merger. Stakeholders are urged to review the upcoming proxy statement and other relevant documents due to their importance in understanding the business transaction. Participants in the solicitation include the directors and executive officers of Colombier II who may have different interests in relation to the merger. Additionally, the communication serves as a forward-looking statement concerning the anticipated benefits and plans related to the merger and associated risks, emphasizing the forward-looking nature of the statements made about the company's expectations and potential challenges. Shareholders are encouraged to obtain additional information and documents that will be available via the SEC's website as the detailed proxy materials are released.

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Form Type: 425

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000121390025000952

Filing Summary: On January 6, 2025, Colombier Acquisition Corp. II (Colombier II) and GrabAGun announced the execution of a definitive Business Combination Agreement with GrabAGun Digital Holdings Inc. (Pubco) and related entities. The agreement includes the merger of Colombier Merger Sub with Colombier II, resulting in Colombier II being the surviving entity, which will then lead to the cancellation of its outstanding securities in exchange for equivalent securities of Pubco. Additionally, GrabAGun Merger Sub will merge with GrabAGun, with GrabAGun also continuing as the surviving entity and its securities being exchanged for shares of common stock of Pubco. Following these mergers, both Colombier II and GrabAGun will become wholly-owned subsidiaries of Pubco, which is set to be a publicly traded company. This merger is contingent upon the terms outlined in the Business Combination Agreement.

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Form Type: 8-K

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000121390025000951

Filing Summary: On January 6, 2025, Colombier Acquisition Corp. II (Colombier II) and GrabAGun announced the execution of a definitive Business Combination Agreement. Under this agreement, Colombier Merger Sub will merge with Colombier II, continuing as the surviving entity, with the equity holders of Colombier II receiving equivalent securities of Pubco, a newly formed entity. Additionally, GrabAGun Merger Sub will merge with GrabAGun, with GrabAGun remaining as the surviving entity; its holders will receive shares of common stock of Pubco. As a result of these mergers, both Colombier II and GrabAGun will become wholly-owned subsidiaries of Pubco, which will then be a publicly traded company. The press release dated January 6, 2025, describes these transactions and includes the investor presentation for further context.

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