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: Metroplex Trading Company,
LLC (d/b/a GrabAGun)
Commission File No. 001-41874
Date: January 23, 2025
Donald Trump Jr., a consultant to Metroplex Trading Company, LLC (doing
business as GrabAGun) (“GrabAGun”), made the following communication on January 23, 2025. GrabAGun is party to a previously
disclosed Business Combination Agreement, dated as of January 6, 2025, with Colombier Acquisition Corp. II.
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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