Filed
by Colombier Acquisition Corp II.
pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: Colombier Acquisition Corp II.
Commission
File No. 001-41874
Date:
January 9, 2025
Metroplex
Trading Company, LLC (doing business as GrabAGun), which is party to a previously disclosed Business Combination Agreement, dated as
of January 6, 2025 with Colombier Acquisition Corp. II, made the following communication on January 9, 2025.
Additional
Information
GrabAGun
Digital Holdings Inc. (“Pubco”), Colombier Acquisition Corp. II (“Colombier
II”) and Metroplex Trading Company, LLC (d/b/a GrabAGun) (“GrabAGun”)
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, Gauge II Merger Sub Corp
(“Colombier Merger Sub”), Gauge II Merger Sub LLC, (“GrabAGun Merger Sub”)
and GrabAGun pursuant to the Business Combination Agreement, dated January 6, 2025, between the parties (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 Colombier II’s proposed Business Combination with GrabAGun. 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 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-A, 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 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
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.
No
Offer Or Solicitation
This
communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking
Statements
The
information in this communication includes “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,” “project,”
“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 communication,
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 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 communication. 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 laws.
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