M&A: COLOMBIER ACQUISITION CORP. II

Form Type: 425

Filing Date: 2025-01-07

Corporate Action: Merger

Type: New

Accession Number: 000121390025001308

Comments: 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

Comments: 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

Comments: 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

Comments: 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

Comments: 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

Comments: 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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