M&A - COLOMBIER ACQUISITION CORP. II

Form Type: 425

Filing Date: 2025-07-15

Corporate Action: Merger

Type: New

Accession Number: 000121390025064330

Filing Summary: Colombier Acquisition Corp. II is entering into a Business Combination Agreement with Metroplex Trading Company LLC, operating as GrabAGun. The Registration Statement on Form S-4 has been filed and declared effective, which includes the preliminary proxy statement of Colombier II and a prospectus concerning this business combination. Shareholders are informed about the solicitation of proxies for an extraordinary general meeting to approve this business combination. The document outlines various risks and uncertainties associated with the merger and details about the companies involved, along with forward-looking statements regarding the anticipated benefits and potential challenges of the combination.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000121390025063426

Filing Summary: On July 11, 2025, Colombier Acquisition Corp. II announced in a press release regarding its proposed business combination with Metroplex Trading Company LLC d.b.a. GrabAGun.com. The report indicated that Colombier II received minimal redemption requests from holders of redeemable Class A ordinary shares in connection with this merger and stated that Colombier II does not intend to allow withdrawal of any previously tendered redemption requests. The document also includes information about the upcoming Extraordinary General Meeting of Colombier shareholders scheduled for July 15, 2025, to approve the Business Combination and emphasizes the necessity for shareholders to read the related proxy statement for important information regarding the transaction. Forward-looking statements about the merger are included, detailing potential risks and uncertainties associated with the Business Combination's completion.

Form Type: 425

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000121390025063429

Filing Summary: On July 10, 2025, Colombier Acquisition Corp. II, led by CEO Omeed Malik, announced a proposed business combination with Metroplex Trading Company, doing business as GrabAGun. This follows a Business Combination Agreement dated January 6, 2025, aimed at making GrabAGun a public entity. A Registration Statement on Form S-4 related to this merger has been filed with the SEC and declared effective. Colombier II will also send out a definitive proxy statement/prospectus to shareholders for voting on the merger. Interested parties are encouraged to review these documents for detailed information regarding the merger and its implications. The filing emphasizes both the anticipated benefits and risks associated with the merger, including potential disruptions to operations, necessary permits for business continuity, and the listing of securities post-merger.

Form Type: 8-K

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000121390025063424

Filing Summary: On July 11, 2025, Colombier Acquisition Corp. II (Colombier II) announced in a press release regarding its proposed business combination with Metroplex Trading Company LLC, doing business as GrabAGun.com. The company indicated that, as of the redemption deadline, there had been minimal redemption requests for Class A ordinary shares and confirmed that there would be no withdrawal of previously tendered redemption requests. The announcement outlined expectations and forward-looking statements regarding the business combination, including potential benefits, operational plans, and associated risks. It also mentioned upcoming shareholder actions, including a General Meeting scheduled for July 15, 2025, to approve the merger, with a definitive proxy statement mailed to shareholders. The press release is part of a broader communication effort to inform stakeholders of the anticipated merger's significance and details.

Form Type: DEFA14A

Filing Date: 2025-07-14

Corporate Action: Merger

Type: New

Accession Number: 000121390025063428

Filing Summary: On July 11, 2025, Colombier Acquisition Corp. II announced a press release regarding the proposed Business Combination with Metroplex Trading Company LLC d.b.a. GrabAGun.com. As the Redemption Deadline approached, Colombier II noted minimal requests for redemption of its Class A ordinary shares, indicating the company’s decision to not allow withdrawal of any redemption requests. This reflects optimism towards the successful consummation of the Business Combination, which is scheduled to be discussed at the Extraordinary General Meeting for shareholders on July 15, 2025. The firm has filed a Registration Statement on Form S-4 and a definitive Proxy Statement that provides important information regarding the upcoming shareholder meeting, including voting procedures. The announcement also emphasizes significant forward-looking statements about the anticipated benefits of the merger, associated risks, and expectations surrounding the business combination process. Shareholders are encouraged to review these documents for important insights regarding the merger.

Form Type: 425

Filing Date: 2025-07-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025062471

Filing Summary: On July 9, 2025, GrabAGun communicated regarding its Business Combination Agreement with Colombier Acquisition Corp. II, established on January 6, 2025. The firms filed a Registration Statement on Form S-4, which has been declared effective, containing a preliminary proxy statement and a prospectus connected to the Business Combination among Colombier II, Pubco, and GrabAGun. The definitive proxy statement includes crucial information about an extraordinary general meeting for shareholders to vote on the merger. The combined company anticipates significant growth and expansion following the merger, while outlining potential risks and uncertainties associated with the transaction and operational changes.

Form Type: 425

Filing Date: 2025-07-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025062491

Filing Summary: On July 7, 2025, Colombier Acquisition Corp. II, through a podcast featuring Marc Nemati (CEO of GrabAGun) and Donald Trump Jr., discussed the forthcoming business combination with GrabAGun as part of a proposed merger. This transaction is a strategic move to take GrabAGun public, enabling access to significant capital for expansion, estimated at over $100 million. The merger is designed to revolutionize the firearms industry, transforming how firearms are retailed and purchased online, particularly targeting younger demographics. The branding and operations will officially transition to the New York Stock Exchange under the ticker PEW on July 16, 2025. Increased emphasis will be placed on regulatory compliance, using AI for inventory and sales optimization, and enhancing the e-commerce experience to attract new customers, especially in the context of the evolving gun market. Stakeholders, including shareholders of Colombier Acquisition Corp. II, are encouraged to participate in the upcoming vote for the merger, which reflects a pushback against perceived corporate censorship and support for Second Amendment rights.

Form Type: 425

Filing Date: 2025-06-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025059111

Filing Summary: Colombier Acquisition Corp. II is involved in a business combination with Metroplex Trading Company LLC, operating as GrabAGun. This follows a previously disclosed Business Combination Agreement signed on January 6, 2025. A Registration Statement on Form S-4 has been filed and deemed effective, which includes both a preliminary proxy statement and a prospectus related to the business combination. The communication urges shareholders to read the definitive proxy statement for crucial details regarding their voting rights and the overall business combination process. It emphasizes that definitive proxy materials will be mailed to shareholders along with a proxy card. The document highlights the importance of transparency during the solicitation of proxies from shareholders in connection with the proposed merger. Further risk factors concerning the anticipated business combination and forward-looking statements regarding future performance are discussed, emphasizing that actual results may differ significantly due to various uncertainties and risks associated with the merger process. Shareholders are directed to the SEC's website for more detailed information.

Form Type: 425

Filing Date: 2025-06-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025059114

Filing Summary: On June 27, 2025, Colombier Acquisition Corp. II, along with GrabAGun and other parties, communicated about a proposed business combination as outlined in a Business Combination Agreement dated January 6, 2025. The document details filings with the SEC for a Registration Statement on Form S-4, which is effective and includes a preliminary proxy statement and prospectus. Shareholders are urged to review these materials ahead of a forthcoming extraordinary general meeting to approve the business combination. This communication also clarifies that it is for informational purposes and does not constitute an offer or solicitation for securities. It includes forward-looking statements regarding the anticipated benefits and risks associated with the business combination and outlines additional potential risks that could affect the completion and success of the transaction.

Form Type: 425

Filing Date: 2025-06-27

Corporate Action: Merger

Type: New

Accession Number: 000121390025059116

Filing Summary: Colombier Acquisition Corp. II is filing a Form 425 pertaining to its merger with GrabAGun Digital Holdings Inc., as documented in the Business Combination Agreement dated January 6, 2025. The proposed business combination is expected to close on July 15, 2025, marking GrabAGun's transition to a publicly traded company. Both Omeed Malik and Donald Trump Jr. discuss the significance of the merger and the establishment of a 'parallel economy' that aligns with conservative values. They emphasize the importance of the Second Amendment and the potential financial success of the venture, which aims to be a leading online marketplace for guns and ammunition, akin to an Amazon for the firearms industry. They encourage shareholders of Colombier II to engage with the definitive proxy statement that details information pertinent to the upcoming extraordinary general meeting for approval of this business combination.

Form Type: 425

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000121390025057912

Filing Summary: On June 25, 2025, key individuals from Colombier Acquisition Corp. II, GrabAGun, and affiliates communicated details regarding their proposed business combination. A Registration Statement on Form S-4 has been filed with the SEC, which includes a preliminary proxy statement and prospectus for the proposed business combination involving Colombier II, GrabAGun, and related entities. Following the declaration of the Registration Statement's effectiveness, Colombier will distribute the definitive proxy statement/prospectus to shareholders. Shareholders of Colombier II are encouraged to review the proxy statement for vital information ahead of the Extraordinary General Meeting to approve the business combination. The document outlines risks associated with the merger, expectations, and forward-looking statements regarding the benefits and challenges ahead.

Form Type: 425

Filing Date: 2025-06-26

Corporate Action: Merger

Type: New

Accession Number: 000121390025057926

Filing Summary: Colombier Acquisition Corp. II (Colombier) is advancing towards finalizing a business combination with Metroplex Trading Company LLC, known as GrabAGun. This merger, initially disclosed in January 2025, involves a transaction valued at $179 million and aims to create a publicly traded company that capitalizes on the growing interest in firearms among younger generations, particularly Gen Z and millennials. During a recent podcast episode, Omeed Malik, CEO of Colombier, and Marc Nemati, CEO of GrabAGun, discussed the potential impact of this merger, highlighting GrabAGun's established e-commerce platform that facilitates regulated firearms purchases online. They described how the company targets Gen Z and millennial consumers with a user-friendly online shopping experience akin to major e-commerce platforms. The merger is seen as a strategic move to consolidate the fragmented firearms industry by providing capital and distribution advantages necessary for scaling operations. Malik emphasized GrabAGun's strong performance history, indicating that the company is profitable with an annual revenue generating approximately $100 million, thus standing apart from many newer SPAC targets. They also outlined the broader entrepreneurship, innovation, and growth (EIG) strategy that guides their investments across the firearm sector and other patriotic businesses. As the merger progresses, they expect to enhance the company’s capabilities, leverage technology for compliance and customer interactions, and view the combination as an opportunity to expand market share in an industry facing regulatory challenges.

Form Type: 425

Filing Date: 2025-06-20

Corporate Action: Merger

Type: New

Accession Number: 000121390025056304

Filing Summary: On June 20, 2025, Colombier Acquisition Corp. II announced the scheduling of an extraordinary general meeting for its shareholders, set to take place on July 15, 2025. This meeting will allow shareholders of record as of June 20, 2025, to vote on proposals related to Colombier II's proposed business combination with Metroplex Trading Company LLC, operating as GrabAGun.com. The announcement details the Meeting's logistics, including access via a virtual format or in person at specified New York City address. Shareholders are encouraged to review the definitive proxy statement regarding the business combination, which was filed with the SEC. Additionally, a press release was issued on the same day, confirming the effectiveness of the Registration Statement for the business combination.

Form Type: 8-K

Filing Date: 2025-06-20

Corporate Action: Merger

Type: New

Accession Number: 000121390025056301

Filing Summary: On June 20, 2025, Colombier Acquisition Corp. II ('Colombier II') announced an extraordinary general meeting for shareholders of record as of the same date to discuss proposals related to its initial business combination with Metroplex Trading Company LLC (operating as GrabAGun). The meeting is scheduled for July 15, 2025, at 10:00 a.m. Eastern Time, and will be held virtually. Shareholders are encouraged to review the definitive proxy statement related to the Business Combination for important voting information. Additionally, a press release was issued on the same day stating the effectiveness of the Registration Statement for this transaction. The statement includes forward-looking remarks about the anticipated benefits and risks of the Business Combination, alongside details regarding the securities involved in the transaction.

Form Type: DEFA14A

Filing Date: 2025-06-20

Corporate Action: Merger

Type: New

Accession Number: 000121390025056308

Filing Summary: On June 20, 2025, Colombier Acquisition Corp. II announced an extraordinary general meeting of its shareholders scheduled for July 15, 2025. The meeting is for shareholders of record as of June 20, 2025, to vote on proposals related to a previously announced initial business combination transaction with Metroplex Trading Company LLC, operating as GrabAGun.com. The meeting will take place in a virtual format, with details provided in a definitive proxy statement filed with the SEC. Colombier II issued a press release on the same date, announcing the effectiveness of the registration statement for the business combination and the scheduling of the meeting. Shareholders are encouraged to review the proxy statement carefully before the meeting and to contact the proxy solicitor for any inquiries. Important forward-looking statements regarding the business combination and its implications are included in the report, along with a reminder that actual results may differ due to various risks and uncertainties.

Form Type: DEFM14A

Filing Date: 2025-06-20

Corporate Action: Merger

Type: New

Accession Number: 000121390025056297

Filing Summary: Colombier Acquisition Corp. II is convening an extraordinary general meeting of shareholders on July 15, 2025, to vote on a series of proposals, primarily centered around a business combination with Metroplex Trading Company LLC, including related mergers and charter proposals. This meeting will also address amendments to governance documents and approval for an incentive plan. The merger proposal is pivotal, featuring the merger of various subsidiaries with Colombier as the surviving entity, and conditions surrounding the issuance of new securities in relation to these transactions. Shareholders will be able to redeem their shares prior to the vote, and the record date for eligibility is June 20, 2025. The Board has expressed unanimous support for the business combination, urging shareholders to vote in favor of the proposals outlined in the proxy statement. Financial interests of the board members present potential conflicts, emphasizing the importance of shareholder votes in this critical decision-making process.

Form Type: 425

Filing Date: 2025-06-17

Corporate Action: Merger

Type: New

Accession Number: 000121390025054999

Filing Summary: On June 16, 2025, Colombier Acquisition Corp. II announced its proposed Business Combination with Metroplex Trading Company LLC, operating as GrabAGun. This follows a Business Combination Agreement dated January 6, 2025. A Registration Statement on Form S-4 will be filed with the SEC, which will contain a preliminary proxy statement and prospectus related to the Business Combination. Details regarding voting procedures for shareholders of Colombier II will be provided in due course. Shareholders are urged to read these documents upon their availability as they will include important information about the organizations involved and the Business Combination. The communication serves solely for informational purposes and does not constitute an offer of securities. The document also contains forward-looking statements regarding potential risks and benefits of the transaction along with anticipated challenges.

Form Type: 425

Filing Date: 2025-06-11

Corporate Action: Merger

Type: New

Accession Number: 000121390025053191

Filing Summary: On June 10, 2025, Marc Nemati, CEO of Metroplex Trading Company LLC (GrabAGun), detailed the company’s planned merger with Colombier Acquisition Corp. II, which is part of a Business Combination Agreement dated January 6, 2025. GrabAGun, an e-commerce retailer in the firearms industry with a focus on streamlining compliance via advanced technology, will be taking public via a SPAC merger. This transaction is expected to result in GrabAGun being listed on the New York Stock Exchange under the ticker symbol 'PEW'. The merger aims to provide GrabAGun with significant capital, facilitating growth and vertical integration despite existing capital restrictions in the firearms industry. The announcement highlighted the company’s strategies for expansion, including planned strategic acquisitions and enhancing software capabilities, while remaining committed to the same level of customer service. Nemati noted that the move to go public would legitimize the firearms industry and offer investors a chance to support their values. The deadline for closing the Business Combination is imminent, with anticipation for the acquisition to complete in the next few weeks.

Form Type: 425

Filing Date: 2025-06-06

Corporate Action: Merger

Type: New

Accession Number: 000121390025052210

Filing Summary: On June 6, 2025, Colombier Acquisition Corp. II ("Colombier") announced communications regarding its Business Combination Agreement with Metroplex Trading Company LLC, doing business as GrabAGun. This agreement was previously disclosed and dated January 6, 2025. A Registration Statement on Form S-4 will be filed with the SEC, which includes a preliminary proxy statement of Colombier and a prospectus related to this proposed business combination, referred to as the 'Business Combination'. The definitive proxy statement will be sent to shareholders for voting on the merger. It is emphasized that shareholders and interested parties should read these documents once available as they will provide essential details about the companies involved and the nature of the Business Combination. The communication also contains forward-looking statements regarding the expected benefits and potential challenges of the merger, highlighting various operational and market risks that could impact the transaction's success and the companies’ future.

Form Type: 425

Filing Date: 2025-06-06

Corporate Action: Merger

Type: New

Accession Number: 000121390025052212

Filing Summary: This document pertains to the proposed business combination between Colombier Acquisition Corp. II and Metroplex Trading Company LLC (doing business as GrabAGun). A Registration Statement on Form S-4 will be filed, which will include a preliminary proxy statement of Colombier II and a prospectus related to this Business Combination. Key figures involved include Donald Trump Jr. and Colion Noir, who are nominees to the Board of Directors of GrabAGun Digital Holdings Inc. (Pubco), the public entity resulting from the merger. The Business Combination Agreement was executed on January 6, 2025. The definitive proxy and related documents will be available for shareholders, who are encouraged to read them as they contain important information regarding the merger and its implications. Potential risks associated with the merger are highlighted, including the possibility of not achieving anticipated benefits and the impact of operational disruptions. The announcement also addresses the need for necessary licensing for GrabAGun’s business post-merger and the requirement to maintain security listings for the involved entities.

Form Type: 425

Filing Date: 2025-06-05

Corporate Action: Merger

Type: New

Accession Number: 000121390025051647

Filing Summary: Colombier Acquisition Corp. II has filed a communication regarding its proposed business combination with Metroplex Trading Company, LLC (operating as GrabAGun). This filing was prompted by a Business Combination Agreement established on January 6, 2025. Important statements were made by Marc Nemati, CEO of GrabAGun, during a recent virtual conference, emphasizing how collaboration with the sponsor, Colombier, has been instrumental in attracting investments due to their substantial network and credibility within the firearms industry. Post transaction, GrabAGun expects a significant influx of resources, which would enable both strategic mergers and acquisitions as well as vertical integration within their business model. They aim to create a robust platform that can modernize the firearms sector. The filing warns shareholders to stay informed regarding the upcoming proxy statement, which will detail the business combination and allow for shareholder voting. Specific mentions include contributions from well-known advocates in the firearms space as they look to leverage their relationships for successful expansion.

Form Type: 425

Filing Date: 2025-06-04

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025050929

Filing Summary: Colombier Acquisition Corp. II has filed a Form 425 to announce their proposed business combination with GrabAGun Digital Holdings Inc., expected to finalize shortly. The agreement, dated January 6, 2025, signals a move to create a leading online retailer of firearms and related accessories. During discussions on CNBC's Squawk Box, Omeed Malik, CEO of Colombier, and Donald Trump Jr., a consultant for GrabAGun, articulated the vision of establishing a modern e-commerce platform for the firearms market, likening it to an 'Amazon of guns.' They highlighted the increasing interest in firearm ownership, particularly amid rising crime rates, and emphasized compliance with federal regulations regarding firearm sales. The expected business combination aims to democratize access to the firearms market while adhering to necessary legal procedures. The filing includes a commitment to provide further details in upcoming proxy statements and emphasizes the importance for shareholders to review all related materials regarding the transaction.

Form Type: 425

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000121390025050930

Filing Summary: On June 3, 2025, GrabAGun, a business entity, communicated regarding its previously disclosed Business Combination Agreement dated January 6, 2025, with Colombier Acquisition Corp. II. The involved parties, including GrabAGun Digital Holdings Inc. (Pubco) and Colombier Merger Sub, intend to file a Registration Statement on Form S-4 that will encompass a preliminary proxy statement and a prospectus associated with the upcoming business combination. Shareholders of Colombier II will receive essential documents concerning the merger, and they are encouraged to read all proxy statements that will provide critical information regarding the companies involved in the transaction. The communication emphasizes that it does not constitute an offer or solicitation of securities and outlines various risks and uncertainties associated with the merger, including operational disruptions, regulatory compliance issues, and the potential challenges in achieving the intended benefits of the merger. The companies reaffirm that forward-looking statements made are based on current expectations, but actual outcomes may diverge due to various factors including market conditions and regulatory requirements.

Form Type: 425

Filing Date: 2025-06-04

Corporate Action: Merger

Type: New

Accession Number: 000121390025051218

Filing Summary: Colombier Acquisition Corp. II has filed a Form 425 concerning a proposed business combination with GrabAGun, as per the Business Combination Agreement dated January 6, 2025. The communication outlines that the executives from both companies, including Omeed Malik and Donald Trump Jr., engaged in discussions about the merger, which is expected to lead to the public listing of GrabAGun Digital Holdings Inc. (Pubco). A Registration Statement on Form S-4 will be filed with the SEC, which will include a preliminary proxy statement and prospectus regarding the merger. Shareholders of Colombier Acquisition Corp. II will be notified to vote on this proposal, highlighting the significance of reading the forthcoming documentation for them to understand the details of this strategic move. The document also includes several forward-looking statements regarding anticipated benefits, risks, and uncertainties associated with the merger, emphasizing various operational challenges that may arise. It urges interested parties to review multiple filings with the SEC for comprehensive insights into the parties involved as they proceed toward the special shareholder meeting that will finalize the merger details.

Form Type: 425

Filing Date: 2025-06-03

Corporate Action: Merger

Type: New

Accession Number: 000121390025050204

Filing Summary: Colombier Acquisition Corp. II and Metroplex Trading Company LLC (doing business as GrabAGun.com) have entered into a Business Combination Agreement dated January 6, 2025, and plan to file a Registration Statement on Form S-4 that includes a preliminary proxy statement and a prospectus regarding this proposed business combination. The document informs shareholders about the upcoming solicitation of proxies for a special meeting where the business combination with GrabAGun will be voted on. Shareholders are encouraged to review these documents for significant information concerning the businesses involved. Various risks and uncertainties related to the business combination are outlined, including completion risks and operational challenges for GrabAGun post-combination. Additionally, it highlights that this communication does not constitute a securities offer and includes forward-looking statements about the potential outcomes of the business combination.

Form Type: 425

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000121390025049589

Filing Summary: On January 6, 2025, Colombier Acquisition Corp. II entered into a merger agreement with Metroplex Trading Company LLC (d/b/a GrabAGun.com) and related entities, collectively referred to as the Business Combination. Upon consummation, GrabAGun Digital will become a public company and operate under Pubco. The transaction includes plans to list Pubco shares and warrants on the NYSE under symbols 'PEW' and 'PEWW'. An updated investor presentation related to the Business Combination has been attached as Exhibit 99.1. The updated presentation supersedes a previously filed version. The document provides forward-looking statements regarding the benefits and risks associated with the proposed Business Combination, including potential issues related to regulatory approvals, market conditions, and the operational capabilities of GrabAGun.

Form Type: 425

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000121390025050097

Filing Summary: On June 2, 2025, Colombier Acquisition Corp. II and GrabAGun jointly issued a press release announcing a proposed Business Combination following an agreement made on January 6, 2025. The Business Combination envisions GrabAGun Digital Holdings Inc. becoming a public company through a merger with Colombier II, which is set to transform GrabAGun's business and expand its operations. The details include mapping out anticipated benefits from the merger, adjustments to existing financial statements, and preparations submitted to the SEC including a preliminary proxy statement/prospectus regarding the Business Combination. The press release emphasizes ongoing developments and the importance of completing the merger, including necessary approvals and regulatory steps aimed at ensuring compliance with relevant securities laws. Shareholders are encouraged to review the definitive documents to be circulated ahead of voting on the merger.

Form Type: 8-K

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000121390025049587

Filing Summary: On May 30, 2025, Colombier Acquisition Corp. II filed a Current Report on Form 8-K regarding a proposed business combination with Metroplex Trading Company LLC (d/b/a GrabAGun.com) and its associated entities. The merger agreement outlines that upon consummation, GrabAGun Digital will become a public company and operate under new stock symbols on the New York Stock Exchange. The filing includes updated investor presentation materials that supersede previous versions, indicating a shift in financials and strategic direction. The document also highlights various forward-looking statements about the anticipated benefits and risks associated with the merger, emphasizing GrabAGun's expansion strategies and the implications for stock holders. Shareholders are encouraged to review preliminary and definitive proxy statements to understand the merger's details better.

Form Type: 8-K

Filing Date: 2025-06-02

Corporate Action: Merger

Type: Update

Accession Number: 000121390025050092

Filing Summary: On June 2, 2025, Colombier Acquisition Corp. II ("Colombier II") and Metroplex Trading Company LLC (d/b/a GrabAGun.com) alongside other parties announced the submission of the second amendment to the Registration Statement on Form S-4 to the SEC. This amendment includes a preliminary proxy statement/prospectus related to their proposed Business Combination. The proposed Business Combination aims to make GrabAGun a public company and involves listing Pubco shares and warrants on The New York Stock Exchange. The document highlights forward-looking statements regarding the anticipated benefits of the merger, the timelines, and risks associated with the business combination. Key risks include potential delays or failures in completing the merger, maintaining necessary permits, and the ability of GrabAGun to meet its business objectives post-merger. The shareholders of Colombier II are advised to read the upcoming definitive proxy statement.

Form Type: 425

Filing Date: 2025-05-30

Corporate Action: Merger

Type: New

Accession Number: 000121390025049233

Filing Summary: On May 29, 2025, Colombier Acquisition Corp. II filed a Form 425 regarding a proposed business combination with Metroplex Trading Company LLC, doing business as GrabAGun Digital Holdings Inc. The merger aims to take GrabAGun public through a SPAC transaction, which is seen as a revolutionary move in the gun sales industry. Colion Noir, a board nominee for GrabAGun, highlighted the historical challenges faced by gun businesses in accessing financial services and how this merger could pave the way for a stronger, self-sufficient two-way ecosystem. The document mentions that a Registration Statement on Form S-4 will be filed with the SEC, containing proxy statements and a prospectus related to the business combination.

Form Type: 425

Filing Date: 2025-05-30

Corporate Action: Merger

Type: New

Accession Number: 000121390025049548

Filing Summary: On May 30, 2025, GrabAGun announced an agreement with Compatio AI, enhancing its product customization capabilities. This development is part of a Business Combination Agreement dated January 6, 2025, between GrabAGun and Colombier Acquisition Corp. II. The merger is expected to result in the formation of GrabAGun Digital Holdings Inc., which plans to list on the NYSE. The companies anticipate completing the transaction in summer 2025, pending regulatory approvals. GrabAGun's collaboration with Compatio aims to optimize user experience by integrating AI functionalities for product recommendations and customizations on its eCommerce site. GrabAGun highlights its focus on providing a tailored experience for Millennial and Gen Z buyers in the firearms market, aiming to increase engagement and sales through innovative solutions in inventory and order management, as well as AI-powered pricing. Legal counsels for the transaction include Ellenoff Grossman & Schole LLP for Colombier II and Olshan Frome Wolosky LLP for GrabAGun, with further details available in upcoming filings with the SEC.

Form Type: 425

Filing Date: 2025-05-23

Corporate Action: Merger

Type: New

Accession Number: 000121390025047443

Filing Summary: On May 21, 2025, Colombier Acquisition Corp. II filed a Form 425 in connection with a proposed business combination with GrabAGun, as detailed in the Business Combination Agreement dated January 6, 2025. This merger is intended to take GrabAGun public, a digital retailer specializing in firearms and ammunition, positioned to operate in what the executives deem a sector lacking sufficient funding due to ideological constraints. The communication includes remarks from CEO Omeed Malik highlighting the growth potential in the firearms industry and the company's strategy for ensuring shareholder returns. They plan to file a Registration Statement on Form S-4 that will encompass a preliminary proxy statement and prospectus regarding the business combination. This filing aims to prepare for a shareholder meeting to solicit votes for this merger, stressing the importance of reviewing the upcoming documents as they will provide crucial information regarding the merger.

Form Type: 10-Q

Filing Date: 2025-05-13

Corporate Action: Merger

Type: Update

Accession Number: 000121390025042642

Filing Summary: Colombier Acquisition Corp. II reported its financials for the quarterly period ending March 31, 2025. The company is currently in the process of completing a Business Combination, which is a merger with Metroplex Trading Company, LLC. The company has formed a new entity, GrabAGun Digital Holdings Inc., for the sole purpose of this merger. The financial statements indicate that as of March 31, 2025, the company had total assets of $180.21 million, comprising cash, prepaid expenses, and marketable securities held in trust. There are currently 17 million Class A ordinary shares and 4.25 million Class B ordinary shares outstanding. The net loss for the quarter was reported at $48,958, reflecting general and administrative expenses of approximately $1.91 million. The company plans to use its Initial Public Offering proceeds to complete the Business Combination, with a deadline set for February 24, 2026. The Public Shareholders will have the option to redeem their shares for a pro-rata portion of the funds in the Trust Account upon completion of the Business Combination or execution of a tender offer.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.