Colombier Acquisition SEC Filings

Colombier Acquisition Corp. II (NYSE: CLBR) filed a Form 8-K to announce key milestones in its proposed business combination with Metroplex Trading Company LLC, doing business as GrabAGun.com.

Key details:

• The SEC has declared effective the joint Registration Statement on Form S-4 covering the merger between Colombier II, GrabAGun, and the newly created public holding company (“Pubco”).
• An extraordinary general meeting of Colombier II shareholders is set for 10:00 a.m. ET on July 15, 2025. Only shareholders of record at the close of business on June 20, 2025 may vote.
• The meeting will be conducted virtually via www.cstproxy.com/colombierspacii/2025, with an in-person option at the offices of Ellenoff Grossman & Schole LLP in New York.
• Voting materials, including the definitive proxy statement/prospectus, will be mailed and are available free of charge on the SEC’s website.
• The filing reiterates extensive forward-looking statements and enumerates risks that could delay or derail the transaction, including firearm-licensing issues, market conditions, and the SPAC’s deadline.

The 8-K stresses that no offer or solicitation is being made by this filing and urges shareholders to review the proxy statement thoroughly before voting.

Colombier Acquisition Corp. II ("CLBR") has released its Definitive Proxy Statement (Schedule 14A) in connection with an extraordinary general meeting scheduled for 10:00 a.m. ET on 15 July 2025. The meeting will be held virtually and, for charter purposes, may also be attended in person in New York. Shareholders will vote on 14 proposals that collectively enable CLBR’s proposed business combination with Metroplex Trading Company LLC, which operates as GrabAGun.com.

Key transaction terms

• The parties executed a Business Combination Agreement on 6 January 2025. Upon closing, a newly formed Texas corporation, GrabAGun Digital Holdings Inc. ("Pubco"), will become the publicly traded parent.
• The structure involves two mergers: Purchaser Merger Sub into Colombier (Colombier continues as a subsidiary) and Company Merger Sub into GrabAGun (GrabAGun becomes a subsidiary). Collectively, these are the "Mergers."
• Consideration to GrabAGun’s owners consists of newly issued Pubco shares plus US$50 million in cash.

Principal proposals

• Proposal 1 – Business Combination: Ordinary-resolution approval of the Merger Agreement and all related transactions.
• Proposal 2 – Merger Plan: Special-resolution approval of the Cayman-law plan of merger supporting Proposal 1.
• Proposal 3 – Charter: Adoption of a new Texas certificate of formation and bylaws for Pubco effective at closing.
• Proposals 4-9 – Organizational Documents (advisory): Six separate votes on material governance differences, including increasing authorized capital to 210 million shares, tightening director removal to "for cause" with a 66 2⁄3% vote, raising quorum to a majority of shares entitled to vote, and setting special-meeting thresholds.
• Proposal 10 – 2025 Stock Incentive Plan: Establishes equity compensation for Pubco post-closing.
• Proposal 11 – NYSE Share Issuance: Approves share issuance required under NYSE Listing Rule 312.03.
• Proposal 12 – Director Slate: Elects nine directors effective at closing.
• Proposal 13 – Insider Letter Amendments: Shortens lock-up on Sponsor Class B shares to the earlier of six months or when Pubco stock trades ≥ $15 for 20 of 30 consecutive trading days.
• Proposal 14 – Adjournment: Allows meeting adjournment if additional time is needed.

Board recommendation: Colombier’s board unanimously deems the Merger Agreement and each proposal "fair, advisable and in the best interests" of shareholders and urges a "FOR" vote.

Shareholders are encouraged to review the full proxy statement/prospectus, including Annex A (Merger Agreement), Annex B (Plan of Merger), Annex C-D (Proposed Charter & Bylaws), Annex E (Incentive Plan) and Annex F (Insider Letter amendments), before casting their votes.