425: Colombier Acquisition Corp. II and GrabAGun.com Advance Towards Business Combination with Effective S-4 Filing

Colombier Acquisition Corp. II and Metroplex Trading Company LLC (GrabAGun.com) announce the effectiveness of their S-4 registration statement, marking a significant step towards their proposed business combination.

Summary

• A proposed business combination is underway between Colombier Acquisition Corp. II (Colombier) and Metroplex Trading Company LLC, operating as GrabAGun.com (GrabAGun).
• The combined entity following the consummation of the business combination will be GrabAGun Digital Holdings Inc. (Pubco), a Texas corporation.
• The Business Combination Agreement between the parties was dated January 6, 2025.
• The Registration Statement on Form S-4, filed by Pubco, Colombier II, and GrabAGun, has been declared effective by the SEC.
• Colombier will now mail the definitive proxy statement/prospectus and a proxy card to its shareholders as of the Record Date.
• An Extraordinary General Meeting of Colombier shareholders will be held to approve the Business Combination.
• Omeed Malik, CEO and Chairman of Colombier, and Donald Trump Jr., a consultant to GrabAGun and a nominee to the Pubco Board, made communications on July 7, 2025, which are the subject of this filing.

Sentiment

Score: 7

Explanation: The document reports a critical procedural step (S-4 effectiveness) has been completed for a proposed business combination, which is a positive development towards closing the transaction.

Positives

• The Registration Statement on Form S-4 has been declared effective, which is a crucial step towards completing the proposed business combination.
• The effectiveness of the S-4 allows Colombier to proceed with mailing proxy materials and scheduling the shareholder meeting to approve the transaction.

Risks

• The occurrence of any event, change, or circumstances that could lead to the termination of the Business Combination Agreement.
• The risk that the Business Combination disrupts current plans and operations due to the announcement and consummation of the transactions.
• The inability to recognize the anticipated benefits of the Business Combination.
• GrabAGun's inability to maintain, or Pubco's inability to obtain, necessary permits for business conduct, including federal firearm licenses and special occupational taxpayer stamps.
• The disqualification, revocation, or modification of the status of persons designated by GrabAGun as Responsible Persons.
• The ability to maintain the listing of Colombier II's securities on a national securities exchange.
• The ability to obtain or maintain the listing of Pubco's securities on the NYSE following the Business Combination.
• Costs related to the Business Combination.
• Changes in business, market, financial, political, and legal conditions.
• Risks relating to GrabAGun's operations and business, including information technology and cybersecurity risks, and deterioration in relationships between GrabAGun and its employees.
• GrabAGun's ability to successfully collaborate with business partners.
• Demand for GrabAGun's current and future offerings.
• Risks that orders placed for GrabAGun's products are cancelled or modified.
• Risks related to increased competition.
• Risks that GrabAGun is unable to secure or protect its intellectual property.
• Risks of product liability or regulatory lawsuits relating to GrabAGun's products and services.
• Risks that the post-combination company experiences difficulties managing its growth and expanding operations.
• The risk that the Business Combination may not be completed in a timely manner or at all, which could adversely affect the price of Colombier II's securities.
• The risk that the Business Combination may not be completed by Colombier II's business combination deadline and the potential failure to obtain an extension.
• The failure to satisfy the conditions to the consummation of the Business Combination.
• The outcome of any legal proceedings that may be instituted against GrabAGun, Colombier II, Pubco, or others following the announcement of the proposed Business Combination.
• The ability of GrabAGun to execute its business model.
• Additional risks discussed in documents of Pubco and Colombier II filed, or to be filed, with the SEC.

Future Outlook

Forward-looking statements indicate anticipated benefits from the proposed Business Combination, GrabAGun's ability to successfully execute its expansion plans and business initiatives, the sources and uses of cash for the transaction, the anticipated capitalization and enterprise value of the combined company, and expectations regarding the terms and timing of the proposed Business Combination.

Management Comments

• Omeed Malik, Chief Executive Officer and Chairman of the Board of Directors of Colombier Acquisition Corp. II, and Donald Trump Jr., a consultant to Metroplex Trading Company LLC (GrabAGun) and a nominee to the Board of Directors of GrabAGun Digital Holdings Inc. (Pubco), made the communications detailed in this filing on July 7, 2025.

Industry Context

This announcement relates to a Special Purpose Acquisition Company (SPAC) business combination, a common method for private companies to go public, involving a company in the firearms e-commerce sector (GrabAGun.com).

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of Colombier II will be required to vote on the proposed business combination and will receive definitive proxy materials.
• Employees of GrabAGun may experience risks related to deterioration in relationships.
• Customers of GrabAGun may be impacted by risks related to demand for products and potential order cancellations or modifications.

Next Steps

• Colombier will mail the definitive proxy statement/prospectus and a proxy card to its shareholders.
• An Extraordinary General Meeting of Colombier shareholders will be held to approve the Business Combination.
• Consummation of the proposed business combination between Colombier II and GrabAGun.
• Listing of Pubco's securities on the NYSE following the Business Combination.

Key Dates

Keywords

SPAC, Business Combination, Merger, GrabAGun, Colombier Acquisition Corp. II, Firearms, E-commerce, Public Company, S-4, Proxy Statement, SEC Filing