Welcome to our dedicated page for Colombier Acquisition SEC filings (Ticker: CLBR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The CLBR SEC filings page on Stock Titan aggregates regulatory documents for Colombier Acquisition Corp. II, providing a record of its lifecycle as a special purpose acquisition company and its combination with GrabAGun. Colombier II’s filings include registration statements, proxy materials and multiple Current Reports on Form 8-K that describe the proposed business combination with Metroplex Trading Company LLC d.b.a. GrabAGun.com, the effectiveness of the Form S-4, and the scheduling and outcome of the extraordinary general meeting of shareholders.
For investors analyzing CLBR’s history, key filings include the Form S-4 registration statement filed by GrabAGun Digital and GrabAGun, which contains detailed information about the transaction structure, risk factors and the combined company, and Form 8-K reports that discuss milestones such as minimal redemption levels and the approval process for the business combination. These documents explain how Colombier II and GrabAGun became wholly owned subsidiaries of GrabAGun Digital Holdings Inc. and outline the expectation that the combined company’s securities would trade on the NYSE under the symbols PEW and PEWW.
The page also highlights Colombier II’s Form 25, filed by the New York Stock Exchange on July 16, 2025, which notifies the removal of Colombier Acquisition Corp. II securities from listing and registration under Section 12(b) of the Exchange Act, and Form 15, filed on July 22, 2025, which certifies the termination of registration under Section 12(g) and suspension of reporting obligations. Together, these filings document the delisting and deregistration of CLBR following completion of the GrabAGun transaction.
Stock Titan enhances access to these filings with AI-powered tools that summarize lengthy documents and highlight important sections, helping users quickly understand transaction terms, shareholder approvals and changes in listing status. This makes it easier to trace how CLBR evolved from a SPAC to a subsidiary within GrabAGun Digital Holdings Inc., and to distinguish between historical CLBR disclosures and ongoing filings made by the successor public company.
Colombier Acquisition Corp. II reported that a group of Sculptor entities collectively beneficially own 265,364 Class A Ordinary Shares, representing 1.56% of the outstanding class based on 17,000,000 common shares. The holdings are reported as shared voting and shared dispositive power with no sole voting or dispositive power. The filing lists Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., Sculptor Master Fund, Ltd. and Sculptor Special Funding, LP as reporting persons. The issuer's principal executive office is shown in Palm Beach, Florida. The statement affirms the securities were not acquired to change or influence control and is signed by Ellen Conti, Chief Financial Officer.
Decagon Asset Management LLP and its controlling person Benjamin John Durham filed Schedule 13G/A (Amendment No. 2) for Colombier Acquisition Corp. II (CLBR).
- Event date: 30 Jun 2025; filing date: 24 Jul 2025.
- The reporting persons now hold 0 Class A Ordinary Shares, representing 0 % of the class.
- No sole or shared voting or dispositive power is reported (Rows 5-8 all 0.00).
- Filing made under Rule 13d-1(b)/(c)/(d) to reflect ownership falling below the 5 % threshold (“Ownership of 5 percent or less of a class”).
- Certification states the securities were held in the ordinary course and not for the purpose of influencing control.
The amendment formally documents Decagon’s complete exit from CLBR’s equity and removes the firm from the list of significant beneficial owners.
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.
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