425: SEC Declares Registration Statement Effective for GrabAGun Digital Holdings Inc. Business Combination

The U.S. Securities and Exchange Commission has declared effective the Registration Statement on Form S-4 for the proposed business combination between Colombier Acquisition Corp. II and Metroplex Trading Company LLC (d/b/a GrabAGun), paving the way for a shareholder vote.

Summary

• The Registration Statement on Form S-4, filed by GrabAGun Digital Holdings Inc. (Pubco), Colombier Acquisition Corp. II (Colombier II), and Metroplex Trading Company, LLC (d/b/a GrabAGun), has been declared effective by the SEC.
• Colombier II has filed a definitive proxy statement (the Proxy Statement) containing important information about the Extraordinary General Meeting of its shareholders to approve the Business Combination.
• The definitive proxy statement/prospectus and a proxy card will be mailed to each shareholder of Colombier II as of the Record Date.
• The proposed business combination is between Colombier II, Pubco, Gauge II Merger Sub Corp, Gauge II Merger Sub LLC, and GrabAGun, pursuant to a Business Combination Agreement dated January 6, 2025.
• Shareholders and interested parties can obtain copies of the Registration Statement and Proxy Statement from the SEC’s website or by directing a request to Colombier Acquisition Corp. II.

Sentiment

Score: 7

Explanation: The declaration of effectiveness for the S-4 registration statement is a positive procedural step, indicating progress towards the completion of the business combination. While the document is primarily informational and lists numerous risks, the advancement of the merger process is a favorable development for the parties involved.

Positives

• The Registration Statement on Form S-4 has been declared effective by the SEC, which is a significant procedural step towards the completion of the business combination.
• The filing of the definitive proxy statement and its mailing to shareholders indicates progress towards the Extraordinary General Meeting and the potential consummation of the merger.

Risks

• The occurrence of any event, change, or other circumstances that could give rise to the termination of the Business Combination Agreement.
• The risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions.
• The inability to recognize the anticipated benefits of the Business Combination.
• The inability of GrabAGun to maintain, and Pubco to obtain, any necessary permits for the conduct of GrabAGun’s business, 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 may 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 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 announcement of the proposed Business Combination.
• The ability of GrabAGun to execute its business model.

Future Outlook

Forward-looking statements include 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 of the proposed Business Combination, the anticipated capitalization and enterprise value of the combined company, and expectations related to the terms and timing of the proposed Business Combination.

Management Comments

• Omeed Malik, the Chief Executive Officer and Chairman of the Board of Directors of Colombier Acquisition Corp. II, made the communication on July 11, 2025.

Industry Context

This announcement relates to a SPAC (Special Purpose Acquisition Company) merger, a common strategy for private companies to go public. The target company, GrabAGun, operates in the firearms and digital retail sector, an industry subject to specific regulatory and political considerations, as highlighted by the risks related to federal firearm licenses and special occupational taxpayer stamps.

Stakeholder Impact

• Shareholders of Colombier II will be directly impacted as they are urged to read the proxy statement and vote on the Business Combination.
• Employees of GrabAGun face potential disruption to current plans and operations due to the merger.
• Business partners of GrabAGun may be impacted by the company's ability to successfully collaborate post-merger.
• The combined company's ability to maintain necessary permits (e.g., federal firearm licenses) could impact its operations and, by extension, its customers and suppliers.

Next Steps

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

Key Dates

Keywords

SPAC, Business Combination, Merger, GrabAGun, Colombier Acquisition Corp. II, SEC Filing, Form S-4, Proxy Statement, Public Offering, Firearms Industry, Digital Holdings