- GrabAGun is a fast growing, digitally native retailer of
firearms and ammunition (“F&A”), related accessories and other
outdoor enthusiast products focused on the next generation of
firearms enthusiasts, sportsmen and defenders
- Company’s premier, technology-first, mobile-focused and
scalable eCommerce platform utilizes proprietary inventory and
order management systems, incorporating AI to streamline the
customer journey and enable a seamless user experience
- Established retailer in a highly fragmented, growing and
increasingly younger-skewing $25 billion market, providing a strong
alternative to traditional model of firearm access
- Donald Trump Jr. is serving as an advisor to GrabAGun ahead of
the anticipated transaction close in the summer of 2025 and will
become an equity holder in the business upon the closing of the
business combination
- Company boasts strong and scalable financial profile with
revenues of $99.5 million over the last twelve months as of
September 30, 2024, positive cash flow and strong margins
- GrabAGun will defend the Second Amendment in the public markets
against cancellation and corporate weaponization by opposition
groups trying to take away Americans’ rights
Metroplex Trading Company, LLC (doing business as GrabAGun) (the
“Company” or “GrabAGun”), an online retailer of firearms,
ammunition and related accessories, and Colombier Acquisition Corp.
II (“Colombier II”) (NYSE: CLBR), a special purpose acquisition
company led by Omeed Malik, a distinguished entrepreneur and
investor with extensive experience in digital marketplace
transactions, today announced that the companies have entered into
a definitive business combination agreement. After the anticipated
closing in the summer of 2025, the combined company will be named
GrabAGun Digital Holdings Inc. and its shares are expected to trade
on the New York Stock Exchange (“NYSE”) under the symbol “PEW”.
Colombier II shares currently trade on the NYSE under the symbol
“CLBR”.
Donald Trump Jr., a newly appointed advisor to the Company,
commented, “It’s truly important to me to only support and invest
in companies that actually share my pro-American values, which is
exactly why I’m so excited to announce our partnership with
GrabAGun. Much like Truth Social, PublicSquare and Rumble have led
the charge to protect the First Amendment, GrabAGun will do the
same for the Second Amendment. In an age where our right to bear
arms is under constant attack from anti-gun politicians and woke
corporations, GrabAGun has developed a powerful, scalable platform
that offers unmatched selection and service to Americans who wish
to legally buy and own a firearm. Backed by the exceptional
leadership of Colombier II, I believe that CEO Marc Nemati and his
team will revolutionize this industry, and I look forward to
partnering with them and leveraging our combined resources to
protect our fundamental rights, while driving significant growth
for the company, as we move into 2025.”
Founded in 2010, GrabAGun offers a large assortment of sporting
firearms, ammunition and accessories to suit enthusiasts of all
ages, backgrounds and experience levels. The Company is an
established market leader in the $25 billion F&A industry. As
broader consumer behavior continues to shift toward mobile online
shopping versus in-store, GrabAGun is positioned to benefit from a
shift in both use and demographic composition from its historically
older, hunting-focused marketplace to a tech-savvy, younger
generation of enthusiasts, sportsmen and defenders looking for a
shopping experience in line with their mobile-first preferences.
GrabAGun leverages proprietary inventory and order management
systems to enable seamless fulfillment and data management,
industry leading pricing and attractive margins in line with
rigorous, comprehensive U.S. Bureau of Alcohol, Tobacco, Firearms
and Explosives (ATF)-licensed regulatory and legal
requirements.
Key Investment Highlights
- Leading eCommerce Firearms & Accessories Platform:
GrabAGun is positioned to be a leading U.S. digital firearms
mobile-focused retail platform for the next generation of
buyers
- Favorable Industry Tailwinds & Demographic Shifts:
Millennial and Gen Z firearm buyers are primed to disrupt the
firearms market with digital, mobile-first retail preferences
- Customer-Centric Model: Customer journey is supported
with a robust catalog, shoot now/pay later consumer financing,
flexible delivery options and U.S.-based customer service team
- Premier, Technology-First & Scalable Platform:
Proprietary tech stack, including AI-driven listings, demand
prediction and automated procurement systems
- Competitive Position with Meaningful Barriers to Entry:
Procurement platform and supplier integrations provide pricing and
inventory optimization edge
- Unparalleled Marketing Opportunity: High impact customer
outreach marketing capabilities, amplified by Colombier’s unique
media position
- Impressive Financial Performance: Cash flow generative
business expected to benefit from scale efficiencies as top line
grows
- Strategic Asset at the Heart of the Industry: Foundation
for Second Amendment (2A) sector consolidation and
optimization
“GrabAGun has been one of the leaders in modernizing the
shooting sports industry by leveraging its cutting-edge technology
platform, advanced software solutions and seamless eCommerce
experience,” said Marc Nemati, Chief Executive Officer of GrabAGun.
“In an industry that has historically been slow to adopt modern
technology, we have developed a scalable solution that delivers a
best-in-class buying experience to customers nationwide. Through
this transformative partnership with Colombier II, we gain the
strategic funding and media expertise needed to amplify our reach
and scale operations even further. Combined with our strong and
visionary management team, this collaboration positions us to
capitalize on numerous significant growth opportunities and deliver
long-term value to our stakeholders.”
“GrabAGun, armed with equity currency and cash from this
transformative transaction, is positioning itself to consolidate
the 2A sector and modernize the firearms buying experience,”
continued Omeed Malik, CEO and Chairman of Colombier II. “The
company has already demonstrated remarkable growth through
innovative customer outreach programs, but we see an untapped
opportunity ahead. By introducing GrabAGun into our proprietary
independent media portfolio, this transaction can unlock a whole
new group of customers. Just as Colombier I propelled PublicSquare
to tremendous growth, we believe we can deliver the same success
here, driving attention, expanding GrabAGun’s user base, attracting
new investors and accelerating its revenue growth.”
Transaction Overview
The board of directors of Colombier II has approved the
transaction. The transaction will require the approval of the
equity holders of GrabAGun and the shareholders of Colombier II.
All the equity holders of GrabAGun have entered into support
agreements under which they have agreed to vote in favor of the
transaction. The transaction is subject to other customary closing
conditions.
The transaction is valued at $150 million with the current
equity holders of GrabAGun receiving $100 million of stock (valued
at $10.00 per share) in the combined company and $50 million of
cash. All funds delivered to the combined company in connection
with the transaction will be used to finance strategic acquisitions
in the 2A space, fund and accelerate future growth initiatives,
seek consolidation opportunities, pay transaction expenses and for
other general corporate purposes.
GrabAGun’s existing equity holders and management are rolling
two-thirds of their equity into the transaction. The combined
company’s shares of common stock that GrabAGun equity holders
receive in the transaction and the combined company’s shares of
common stock that Colombier II’s sponsor receives in the
transaction in exchange for its founder shares will be subject to
lock-up restrictions.
Ellenoff Grossman & Schole LLP is serving as legal counsel
to Colombier II in the transaction.
Stephens Inc. served as exclusive financial advisor to GrabAGun
in its business combination with Colombier Acquisition Corp. II and
Olshan Frome Wolosky LLP served as legal counsel to GrabAGun in the
transaction.
Additional information about the proposed transaction, including
a copy of the business combination agreement and investor
presentation, will be available in a current report on Form 8-K to
be filed by Colombier II with the U.S. Securities and Exchange
Commission (the “SEC”) and at www.sec.gov.
About GrabAGun
We are defenders. We are sportsmen. We are outdoorsmen. We
believe that it is our American duty to help everyone, from
first-time buyers to long-time enthusiasts, understand and legally
secure their firearms and accessories. That’s why our arsenal is
fully packed, consistently refreshed, and always loaded with
high-quality, affordable firearms and accessories. Industry-leading
brands that GrabAGun works with include Smith & Wesson Brands,
Sturm, Ruger & Co., SIG Sauer, Glock, Springfield Armory and
Hornady Manufacturing, among others.
GrabAGun is a fast growing, digitally native eCommerce retailer
of firearms and ammunition, related accessories and other outdoor
enthusiast products. Building on the Company’s proprietary software
expertise, the Company’s eCommerce site has become one of the
leading firearm retail websites. In addition to its eCommerce
excellence, GrabAGun has developed industry-leading solutions that
revolutionize supply chain management, combining dynamic inventory
and order management with AI-powered pricing and demand
forecasting. These advancements enable seamless logistics,
efficient regulatory compliance and a streamlined experience for
customers.
About Colombier Acquisition Corp. II
Colombier II is a blank check company formed for the purpose of
effecting a merger, capital share exchange, asset acquisition,
share purchase, reorganization or similar business combination with
one or more businesses. While Colombier II may pursue an
acquisition opportunity in any business, industry, sector or
geographical location, it intends to focus on industries that
complement the management team’s background and network, such as
companies categorized by Entrepreneurship, Innovation and Growth
(EIG), including but not limited to parallel economies, the return
of products and services developed within the United States,
sectors with impaired value due to certain investor mandates and
businesses within regulated areas that are disrupting
inefficiencies related thereto. Please visit Investor Relations ::
Colombier Acquisition Corp II (CLBR) for more information.
Additional Information and Where to Find It
GrabAGun, Colombier and Pubco intend to file with the SEC a
registration statement on Form S-4 (as may be amended, the
“Registration Statement”), which will include a preliminary proxy
statement of Colombier II and a prospectus in connection with the
proposed business combination (the “Business Combination”) among
Colombier II, Pubco and GrabAGun pursuant to a business combination
agreement (the “Business Combination Agreement”). The definitive
proxy statement and other relevant documents will be mailed to
shareholders of Colombier II as of a record date to be established
for voting on the proposed Business Combination. SHAREHOLDERS OF
COLOMBIER II AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN
AVAILABLE, THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO,
AND THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH COLOMBIER
II’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS
SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE
THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT COLOMBIER
II, GRABAGUN, PUBCO AND THE BUSINESS COMBINATION. Shareholders will
also be able to obtain copies of the Registration Statement and the
joint proxy statement/prospectus, without charge, once available,
on the SEC’s website at www.sec.gov or by directing a request to:
Colombier Acquisition Corp. II, 214 Brazilian Avenue, Suite 200-J,
Palm Beach, FL 33480, e-mail: CLBR@icrinc.com.
Participants in the Solicitation
Pubco, Colombier II, GrabAGun and their respective directors,
executive officers and members, as applicable, may be deemed to be
participants in the solicitation of proxies from the shareholders
of Colombier II in connection with the Business Combination.
Colombier II’s shareholders and other interested persons may obtain
more detailed information regarding the names, affiliations and
interests of certain of Colombier II executive officers and
directors in the solicitation by reading Colombier II’s final
prospectus filed with the SEC on November 20, 2023 in connection
with Colombier II’s initial public offering (“IPO”), Colombier II’s
Annual Report on Form 10-K for the year ended December 31, 2023, as
filed with the SEC on March 25, 2024, and Colombier II’s other
public filings with the SEC. A list of the names of such directors
and executive officers and information regarding their interests in
the Business Combination, which may, in some cases, be different
from those of shareholders generally, will be set forth in the
Registration Statement relating to the Business Combination when it
becomes available. These documents can be obtained free of charge
from the source indicated above.
Forward-Looking Statements
This communication contains certain “forward-looking statements”
within the meaning of the federal securities laws. Forward-looking
statements may be identified by the use of words such as
“estimate,” “plan,” “forecast,” “intend,” “may,” “will,” “expect,”
“continue,” “should,” “would,” “anticipate,” “believe,” “seek,”
“target,” “predict,” “potential,” “seem,” “future,” “outlook” or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters, but the
absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements include, but are
not limited to, references with respect to 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 of the proposed Business Combination;
the anticipated capitalization and enterprise value of the combined
company following the consummation of the proposed Business
Combination; and expectations related to the terms and timing of
the proposed Business Combination. These statements are based on
various assumptions, whether or not identified in this press
release, and on the current expectations of GrabAGun’s and
Colombier II’s management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as and
must not be relied on by any investor as a guarantee, an assurance,
a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of GrabAGun and Colombier II.
These forward-looking statements are subject to a number of risks
and uncertainties, including 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 described
herein; the inability to recognize the anticipated benefits of the
Business Combination; the inability of GrabAGun to maintain, and
Pubco to obtain, as necessary, any permits necessary for the
conduct of GrabAGun’s business, including federal firearm licenses
issued pursuant to the Gun Control Act, 18 USC 921 et seq. and
special occupational taxpayer stamps issued pursuant to the
National Firearms Act, 26 USC 5849 et seq.; the disqualification,
revocation or modification of the status of those persons
designated by GrabAGun as Responsible Persons, as such term is
defined in 18 U.S.C. 841(s); 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 demand, 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 that
have been 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 of the business combination deadline if sought by
Colombier II; 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 and transactions contemplated thereby; the ability of
GrabAGun to execute its business model; and those risk factors
discussed in documents of Pubco and Colombier II filed, or to be
filed, with the SEC. If any of these risks materialize or our
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that neither Colombier II nor GrabAGun
presently know or that Colombier II and GrabAGun currently believe
are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect Colombier II’s, Pubco’s and
GrabAGun’s expectations, plans or forecasts of future events and
views as of the date of this press release. Colombier II, Pubco and
GrabAGun anticipate that subsequent events and developments will
cause Colombier II’s, Pubco’s and GrabAGun’s assessments to change.
However, while Colombier II, Pubco and GrabAGun may elect to update
these forward-looking statements at some point in the future,
Colombier II, Pubco and GrabAGun specifically disclaim any
obligation to do so. Readers are referred to the most recent
reports filed with the SEC by Colombier II. Readers are cautioned
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made, and we undertake no
obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by U.S. federal securities law.
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