425: GrabAGun and Colombier Acquisition Corp. II Advance Merger with Effective S-4 Registration Statement

The U.S. SEC has declared effective the Registration Statement on Form S-4 for the proposed business combination between Colombier Acquisition Corp. II and GrabAGun Digital Holdings Inc., moving the SPAC merger closer to completion.

Summary

• GrabAGun Digital Holdings Inc. (Pubco) and Colombier Acquisition Corp. II (Colombier) have filed a Form 425 with the SEC regarding their previously disclosed Business Combination Agreement, dated January 6, 2025.
• The Registration Statement on Form S-4, which includes a preliminary proxy statement of Colombier II and a prospectus for the proposed business combination, has been declared effective by the SEC.
• Colombier II has also filed a definitive proxy statement (Proxy Statement) containing important information about the Extraordinary General Meeting for shareholders to approve the Business Combination.
• Shareholders of Colombier II are strongly urged to read the Proxy Statement and its amendments for crucial information regarding Colombier II, GrabAGun, Pubco, and the Business Combination.
• The definitive proxy statement/prospectus and a proxy card will be mailed to each shareholder of Colombier as of the Record Date.
• Documents are available for free on the SEC's website (www.sec.gov) or by direct request to Colombier Acquisition Corp. II.
• Pubco, Colombier II, GrabAGun, and their respective directors, executive officers, and members may be considered participants in the solicitation of proxies from Colombier II shareholders.
• Information regarding participants' interests is available in Colombier II's final prospectus filed November 20, 2023, and its Annual Report on Form 10-K filed March 25, 2024.
• This communication is for informational purposes only and does not constitute an offer to sell or a solicitation to buy securities.

Sentiment

Score: 6

Explanation: The document is largely procedural, announcing the effectiveness of a key SEC filing for a previously disclosed business combination. While it lists numerous risks, the primary news (S-4 effectiveness) is a positive step towards the merger's completion, indicating progress rather than setback.

Positives

• The Registration Statement on Form S-4, a critical regulatory filing for the proposed business combination, has been declared effective by the SEC, indicating a significant procedural step forward for the merger.

Risks

• The occurrence of any event, change, or other circumstances that could lead to the termination of the Business Combination Agreement.
• The risk that the Business Combination may disrupt current plans and operations.
• The inability to realize 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 inability to maintain the listing of Colombier II's securities on a national securities exchange.
• The inability to obtain or maintain the listing of Pubco's securities on the NYSE following the Business Combination.
• Costs associated with the Business Combination.
• Changes in business, market, financial, political, and legal conditions.
• Risks related to GrabAGun's operations and business, including information technology and cybersecurity risks.
• Deterioration in relationships between GrabAGun and its employees.
• GrabAGun's ability to successfully collaborate with business partners.
• Fluctuations in demand for GrabAGun's current and future offerings.
• Risks that orders placed for GrabAGun's products are cancelled or modified.
• Risks associated with increased competition.
• Risks that GrabAGun is unable to secure or protect its intellectual property.
• Risks of product liability or regulatory lawsuits concerning 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 if sought.
• The failure to satisfy the conditions required for the consummation of the Business Combination.
• The outcome of any legal proceedings that may be initiated against GrabAGun, Colombier II, Pubco, or others following the announcement of the proposed Business Combination.
• GrabAGun's ability to effectively execute its business model.
• Other risk factors detailed in documents filed, or to be filed, with the SEC by Pubco and Colombier II.

Future Outlook

Forward-looking statements in the document include expectations regarding the anticipated benefits of the proposed Business Combination, GrabAGun's ability to successfully execute its expansion plans and business initiatives, the sources and uses of cash for the Business Combination, the anticipated capitalization and enterprise value of the combined company, and the expected terms and timing of the proposed Business Combination. These statements are based on various assumptions and current management expectations, and actual results may differ materially due to various risks and uncertainties.

Management Comments

• Omeed Malik, the Chief Executive Officer and Chairman of the Board of Directors of Colombier Acquisition Corp. II, made communications on June 26, 2025, regarding the Business Combination.

Industry Context

This filing is a procedural update for a SPAC merger, a common mechanism for private companies to go public. GrabAGun operates in the e-commerce sector, specifically dealing with firearms, an industry subject to significant regulatory oversight and specific federal acts like the Gun Control Act and the National Firearms Act, which introduce unique operational and compliance risks.

Stakeholder Impact

• Shareholders of Colombier II are urged to read the definitive proxy statement and vote on the Business Combination, as their interests may, in some cases, differ from those of management.
• GrabAGun's employees face a risk of deterioration in relationships with the company.

Next Steps

• Colombier will mail the definitive proxy statement/prospectus and a proxy card to each shareholder of Colombier as of the Record Date.
• An Extraordinary General Meeting of Colombier II shareholders will be held to approve the Business Combination.

Key Dates

Recommendation

Keywords

SEC filing, Form 425, Business Combination, SPAC, Merger, GrabAGun, Colombier Acquisition Corp. II, Pubco, Proxy Statement, S-4, Firearms, E-commerce, Gun Control Act, National Firearms Act