GrabAGun Digital Holdings Inc 8-K/A, filed Aug 14, 2025
GrabAGun Digital Holdings Inc. (PEW)
About this 8-K/A
GrabAGun Digital Holdings Inc filed this 8-K/A on August 14, 2025, reporting on events of July 15, 2025.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
August 14, 2025 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
CURRENT REPORT ON FORM 8-K/A
GrabAGun Digital Holdings Inc.
August 14, 2025
Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of GrabAGun Digital Holdings Inc., a Texas corporation (the “Company”), filed on July 18, 2025 (the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report).
The Company is filing this Amendment No. 1 in order to include:
(a) the unaudited condensed financial statements of Colombier Acquisition Corp. II (now known as GAG Surviving Corporation, Inc. following a subsidiary merger in connection with the Business Combination) (“Colombier”), as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 as Exhibit 99.1;
(b) Management’s Discussion and Analysis of Financial Condition and Results of Operations of Colombier for the three and six months ended June 30, 2025 and 2024 as Exhibit 99.2;
(c) the unaudited financial statements of Metroplex Trading Company LLC doing business as GrabAGun.com (now known as GrabAGun LLC following a subsidiary merger in connection with the Business Combination) (“GrabAGun”), as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 as Exhibit 99.3;
(d) Management’s Discussion and Analysis of Financial Condition and Results of Operations of GrabAGun for the three and six months ended June 30, 2025 and 2024 as Exhibit 99.4; and
(e) the unaudited pro forma condensed combined financial information of Colombier, GrabAGun and the Company as of and for the six months ended June 30, 2025 and the year ended December 31, 2024 as Exhibit 99.5.
This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. Except to the extent that such information is inconsistent with the information contained in this Amendment No. 1, the information previously reported in or filed with the Original Report is hereby incorporated herein by reference. Capitalized terms used but not defined herein have the meanings assigned to them in the Original Report.
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Item 2.01. Completion of Acquisition or Disposition of Assets.
Financial Information
The description of management’s discussion and analysis of financial condition and results of operations of Colombier for the three and six months ended June 30, 2025 and 2024 is set forth in Exhibit 99.2 to this Amendment No. 1, and is incorporated herein by reference.
The description of management’s discussion and analysis of financial condition and results of operations of GrabAGun for the three and six months ended June 30, 2025 and 2024 is set forth in Exhibit 99.4 to this Amendment No. 1, and is incorporated herein by reference.
Quantitative and Qualitative Disclosures about Market Risk
The description of the Company’s quantitative and qualitative disclosures about market risk is contained in the information set forth in Exhibit 99.2 and Exhibit 99.4 to this Amendment No. 1, which is incorporated herein by reference.
Financial Statements, Supplementary Data and Exhibits
Reference is made to the information set forth in sections (a) and (b) of Item 9.01 of this Amendment No. 1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The unaudited condensed financial statements of Colombier as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 and the related notes, are attached as Exhibit 99.1 hereto and are incorporated herein by reference. Also included as Exhibit 99.2 and incorporated herein by reference is Management’s Discussion and Analysis of Financial Condition and Results of Operations of Colombier for the three and six months ended June 30, 2025 and 2024.
The unaudited financial statements of GrabAGun as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 and the related notes, are attached as Exhibit 99.3 hereto and are incorporated herein by reference. Also included as Exhibit 99.4 and incorporated herein by reference is Management’s Discussion and Analysis of Financial Condition and Results of Operations of GrabAGun for the three and six months ended June 30, 2025 and 2024.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of GrabAGun, Colombier and the Company as of and for the six months ended June 30, 2025 and the year ended December 31, 2024 is filed as Exhibit 99.5 hereto and is incorporated herein by reference.
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GRABAGUN DIGITAL HOLDINGS INC. | |||
| Date: August 14, 2025 | By: | /s/ Marc Nemati | |
| Name: | Marc Nemati | ||
| Title: | President and Chief Executive Officer | ||
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Exhibit 99.1
COLOMBIER ACQUISITION CORP. II
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2025 and December 31, 2024 and for the Three and Six Months Ended June 30, 2025 and 2024
INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
i
GLOSSARY
Unless otherwise stated in these unaudited condensed financial statements or the accompanying notes, or the context otherwise requires, references to:
| ● | “2024 SPAC Rules” are to the new rules and regulations for SPACs adopted by the SEC on January 24, 2024, which became effective on July 1, 2024; |
| ● | “Administrative Services Agreement” are to the Administrative Services Agreement, dated November 20, 2023, which we entered into with an affiliate of our Sponsor, for office space and secretarial and administrative support services; |
| ● | “Amended and Restated Memorandum” are to our Amended and Restated Memorandum and Articles of Association, as amended and currently in effect; |
| ● | “ASC” are to the FASB (as defined below) Accounting Standards Codification; |
| ● | “ASU” are to the FASB Accounting Standards Update; |
| ● | “Board of Directors” or “Board” are to our board of directors; |
| ● | “Business Combination” or “business combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; |
| ● | “Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; |
| ● | “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; |
| ● | “Combination Period” are to the 27-month period, from the closing of the Initial Public Offering (as defined below) to February 24, 2026, that we have to consummate an initial Business Combination, unless such period is extended by an amendment to our Amended and Restated Memorandum pursuant to applicable laws, regulations and stock exchange rules; |
| ● | “Company,” “our,” “we,” or “us” are to Colombier Acquisition Corp. II, a Cayman Islands exempted company; |
| ● | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account (as defined below) and warrant agent of our Public Warrants (as defined below); |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
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| ● | “FASB” are to the Financial Accounting Standards Board; |
| ● | “FINRA” are to the Financial Industry Regulatory Authority; |
| ● | “Founder Shares” are to the Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and the Class A Ordinary Shares that (i) will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of our Business Combination as described herein) or (ii) are issued at any time prior to our initial Business Combination, upon conversion of Class B Ordinary Shares at the option of the holder as described herein (for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below); |
| ● | “GAAP” are to the accounting principles generally accepted in the United States of America; |
| ● | “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on November 24, 2023; |
| ● | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
| ● | “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on September 27, 2023; |
| ● | “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on October 6, 2023, as amended, and declared effective on November 20, 2023 (File No. 333-274902); |
| ● | “Management” or our “Management Team” are to our executive officers and directors; |
| ● | “NYSE” are to the New York Stock Exchange; |
| ● | “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; |
| ● | “Permitted Withdrawals” are to amounts withdrawn from our Trust Account to (i) fund our working capital requirements, subject to an annual limit of $1,000,000, and (ii) pay our taxes, notwithstanding the $1,000,000 annual limitation applicable to working capital withdrawals; all Permitted Withdrawals can only be made from interest and not from the principal held in the Trust Account; |
| ● | “Private Placement” are to the private placement of Private Placement Warrants (as defined below) that occurred simultaneously with the closing of our Initial Public Offering; |
| ● | “Private Placement Warrants” are to the warrants issued to our Sponsor in the Private Placement; |
| ● | “Public Shares” are to the Class A Ordinary Shares sold as part of the Units (as defined below) in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market); |
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| ● | “Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or the members of our Management Team purchase Public Shares, provided that the Sponsor’s and each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; |
| ● | “Public Warrants” are to the redeemable warrants sold as part of our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market); |
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “Securities Act” are to the Securities Act of 1933, as amended; |
| ● | “Services and Indemnification Agreement” are to the Services and Indemnification Agreement, dated November 20, 2023, we entered into with an affiliate of the Sponsor, Omeed Malik, Joe Voboril, Andrew Nasser and Jordan Cohen, pursuant to which, among other things, we pay such affiliate of the Sponsor $60,000 per month for the services of our Chief Executive Officer, Chief Financial Officer, Chief Investment Officer, and Chief Operating Officer; |
| ● | “SPACs” are to special purpose acquisition companies; |
| ● | “Sponsor” are to Colombier Sponsor II LLC, a Delaware limited liability company; |
| ● | “Trust Account” are to the U.S.-based trust account in which an amount of $170,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement was placed following the closing of the Initial Public Offering; |
| ● | “Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-third of one Public Warrant; |
| ● | “Warrant Subscription Agreement” are to the Warrant Subscription Agreement, dated as of November 20, 2023, we entered into with our Sponsor, pursuant to which, the Sponsor purchased 5,000,000 Private Placement Warrants in the Private Placement; |
| ● | “Warrants” are to the Private Placement Warrants and the Public Warrants, together; and |
| ● | “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us. |
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COLOMBIER ACQUISITION CORP. II
CONDENSED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 524,248 | $ | 905,040 | ||||
| Prepaid insurance | 87,689 | 198,520 | ||||||
| Prepaid expenses | 165,170 | 142,033 | ||||||
| Total Current assets | 777,107 | 1,245,593 | ||||||
| Marketable securities held in Trust Account | 180,506,418 | 177,634,717 | ||||||
| TOTAL ASSETS | $ | 181,283,525 | $ | 178,880,310 | ||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accrued expenses | $ | 2,506,631 | $ | 734,555 | ||||
| Total Current liabilities | 2,506,631 | 734,555 | ||||||
| Deferred underwriting fee payable | 5,950,000 | 5,950,000 | ||||||
| TOTAL LIABILITIES | 8,456,631 | 6,684,555 | ||||||
| COMMITMENTS AND CONTINGENCIES (Note 6) | ||||||||
| Class A Ordinary Shares subject to possible redemption, 17,000,000 shares at redemption value of $10.62 and $10.45 per share at June 30, 2025 and December 31, 2024, respectively | 180,506,418 | 177,634,717 | ||||||
| SHAREHOLDERS’ DEFICIT | ||||||||
| Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2025 and December 31, 2024 | — | — | ||||||
| Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding at June 30, 2025 and December 31, 2024 (excluding 17,000,000 shares subject to possible redemption) | — | — | ||||||
| Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 4,250,000 shares issued and outstanding at June 30, 2025 and December 31, 2024 | 425 | 425 | ||||||
| Additional paid-in capital | — | — | ||||||
| Accumulated deficit | (7,679,949 | ) | (5,439,387 | ) | ||||
| TOTAL SHAREHOLDERS’ DEFICIT | (7,679,524 | ) | (5,438,962 | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | 181,283,525 | $ | 178,880,310 | ||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
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COLOMBIER ACQUISITION CORP. II
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| General and administrative expenses | $ | 1,187,933 | $ | 586,750 | $ | 3,097,019 | $ | 1,155,369 | ||||||||
| Loss from operations | (1,187,933 | ) | (586,750 | ) | (3,097,019 | ) | (1,155,369 | ) | ||||||||
| Other income: | ||||||||||||||||
| Interest earned on marketable securities held in Trust Account | 1,868,030 | 2,240,420 | 3,728,158 | 4,469,118 | ||||||||||||
| Total other income | 1,868,030 | 2,240,420 | 3,728,158 | 4,469,118 | ||||||||||||
| Net income | $ | 680,097 | $ | 1,653,670 | $ | 631,139 | $ | 3,313,749 | ||||||||
| Weighted average shares outstanding of Class A ordinary shares | 17,000,000 | 17,000,000 | 17,000,000 | 17,000,000 | ||||||||||||
| Basic and diluted net income per ordinary share, Class A ordinary shares | $ | 0.03 | $ | 0.08 | $ | 0.03 | $ | 0.16 | ||||||||
| Weighted average shares outstanding of Class B ordinary shares | 4,250,000 | 4,250,000 | 4,250,000 | 4,250,000 | ||||||||||||
| Basic and diluted net income per ordinary share, Class B ordinary shares | $ | 0.03 | $ | 0.08 | $ | 0.03 | $ | 0.16 | ||||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
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COLOMBIER ACQUISITION CORP. II
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
| Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance – January 1, 2025 | 4,250,000 | $ | 425 | $ | — | $ | (5,439,387 | ) | $ | (5,438,962 | ) | |||||||||
| Accretion for Class A Ordinary Shares subject to possible redemption | — | — | — | (1,860,128 | ) | (1,860,128 | ) | |||||||||||||
| Net loss | — | — | — | (48,958 | ) | (48,958 | ) | |||||||||||||
| Balance – March 31, 2025 | 4,250,000 | 425 | — | (7,348,473 | ) | (7,348,048 | ) | |||||||||||||
| Accretion for Class A Ordinary Shares subject to possible redemption | — | — | — | (1,011,573 | ) | (1,011,573 | ) | |||||||||||||
| Net income | — | — | — | 680,097 | 680,097 | |||||||||||||||
| Balance – June 30, 2025 | 4,250,000 | $ | 425 | $ | — | $ | (7,679,949 | ) | $ | (7,679,524 | ) | |||||||||
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024
| Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance – December 31, 2023 | 4,250,000 | $ | 425 | $ | — | $ | (3,563,136 | ) | $ | (3,562,711 | ) | |||||||||
| Accretion for Class A Ordinary Shares subject to possible redemption | — | — | — | (2,085,155 | ) | (2,085,155 | ) | |||||||||||||
| Net income | — | — | — | 1,660,079 | 1,660,079 | |||||||||||||||
| Balance – March 31, 2024 | 4,250,000 | 425 | — | (3,988,212 | ) | (3,987,787 | ) | |||||||||||||
| Accretion for Class A Ordinary Shares subject to possible redemption | — | — | — | (2,240,420 | ) | (2,240,420 | ) | |||||||||||||
| Net income | — | — | — | 1,653,670 | 1,653,670 | |||||||||||||||
| Balance – June 30, 2024 | 4,250,000 | $ | 425 | $ | — | $ | (4,574,962 | ) | $ | (4,574,537 | ) | |||||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
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COLOMBIER ACQUISITION CORP. II
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income | $ | 631,139 | $ | 3,313,749 | ||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Interest earned on marketable securities held in Trust Account | (3,728,158 | ) | (4,469,118 | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | (23,137 | ) | (8,801 | ) | ||||
| Prepaid insurance | 110,831 | 110,831 | ||||||
| Accounts payable and accrued expenses | 1,772,076 | 38,569 | ||||||
| Net cash used in operating activities | (1,237,249 | ) | (1,014,770 | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Cash withdrawn from Trust Account for working capital purposes | 856,457 | 1,000,000 | ||||||
| Net cash provided by investing activities | 856,457 | 1,000,000 | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Payment of offering costs | — | (85,716 | ) | |||||
| Net cash used in financing activities | — | (85,716 | ) | |||||
| Net Change in Cash | (380,792 | ) | (100,486 | ) | ||||
| Cash - Beginning of period | 905,040 | 1,292,907 | ||||||
| Cash - End of period | $ | 524,248 | $ | 1,192,421 | ||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
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COLOMBIER ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Colombier Acquisition Corp. II (the “Colombier” or the “Company”) was incorporated in the Cayman Islands on September 27, 2023. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a business combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
In December 2024, GrabAGun Digital Holdings Inc. (“Pubco”) was formed for the sole purpose of effecting a business combination between the Company and Metroplex Trading Company, LLC, (dba GrabAGun), a Texas limited liability company (“GrabAGun”). The Company and GrabAGun were both issued 500 shares, which constitutes 50% ownership of Pubco by both the Company and GrabAGun. Pubco was analyzed and determined to be a variable interest entity as it lacks sufficient equity at risk to sustain its operations. The Company does not have unilateral control of Pubco as all significant decisions require consent from the Company and GrabAGun. As such, the Company will account for its investment in Pubco using the equity method in accordance with Accounting Standards Codification (“ASC”) 323-10, “Investments – Equity Method and Joint Ventures”. As of June 30, 2025 and December 31, 2024, the investment balance was immaterial.
On January 6, 2025, the Company entered into a Business Combination Agreement (the “GrabAGun Business Combination Agreement”) with GrabAGun, Pubco, Gauge II Merger Sub LLC, a Texas limited liability company and a wholly-owned subsidiary of Pubco (“Target Merger Sub”) and, upon execution of a joinder, a to-be-formed Cayman Islands exempted company to be named “Gauge II Merger Sub Corp.” (“Purchaser Merger Sub”).
Pursuant to the GrabAGun Business Combination Agreement and subject to the terms and conditions set forth therein, (i) Purchaser Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Colombier Merger”) and, as a result of which, each issued and outstanding security of the Company immediately prior to the effective time of the Colombier Merger shall no longer be outstanding and shall automatically be cancelled in exchange for which the security holders of the Company shall receive substantially equivalent securities of Pubco, (ii) Target Merger Sub will merge with and into GrabAGun, with GrabAGun continuing as the surviving entity (the “GrabAGun Merger”, and together with the Colombier Merger, the “Mergers”), and as a result of which each issued and outstanding security of GrabAGun immediately prior to the effective time of the GrabAGun Merger shall no longer be outstanding and shall automatically be cancelled in exchange for which the security holders of GrabAGun shall receive shares of common stock, par value $0.0001 per share, of Pubco (“Pubco Common Stock”). As a result of the Mergers and other transactions contemplated by the GrabAGun Business Combination Agreement (collectively referred to herein as the “Business Combination”), the Company and GrabAGun will become wholly-owned subsidiaries of Pubco, all upon the terms and subject to the conditions set forth in the GrabAGun Business Combination Agreement, and Pubco will become a publicly traded company.
On July 15, 2025 (the “Closing Date”), the Company held an extraordinary general meeting of its shareholders (the “Special Meeting”), at which holders of 5,561,957 of the Company’s Class A ordinary shares (the “Company’s Class A Ordinary Shares”), and the holders of 4,250,000 of the Company’s Class B ordinary shares (the “Company’s Class B Ordinary Shares” and, together with the Company’s Class A Ordinary Shares, the “Compnay’s Ordinary Shares”), were present in person or by proxy, constituting a quorum for the transaction of business at the Special Meeting under the terms of Colombier’s Amended and Restated Articles and Memorandum of Association. Only shareholders of record as of the close of business on June 20, 2025 (the “Record Date”) for the Special Meeting were entitled to vote at the Special Meeting. As of the Record Date, 21,250,000 shares of the Company’s Ordinary Shares were outstanding and entitled to vote at the Special Meeting.
At the Special Meeting the Company’s shareholders voted to approve the proposals outlined in the final prospectus and definitive proxy statement filed by the Company with the SEC on June 23, 2025 (the “Proxy Statement/Prospectus”).
On the Closing Date, following the conclusion of the Special Meeting, the Business Combination, including the Mergers, was completed (the “Closing”). Following the Closing, the Pubco Common Stock began trading on the NYSE under the symbol “PEW” and Pubco’s warrants to purchase Pubco Common Stock began trading on the NYSE under the symbol “PEWW” on July 16, 2025.
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COLOMBIER ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
In connection with the Closing, Colombier changed its name from Colombier Acquisition Corp. II to GAG Surviving Corporation, Inc.
As of June 30, 2025, the Company had not commenced operations. All activity for the period from September 27, 2023 (inception) through June 30, 2025 relates to (i) the Company’s formation and the Company’s initial public offering consummated on November 24, 2023 (the “Initial Public Offering” or “IPO”), which is described below, and (ii) subsequent to the Initial Public Offering, identifying a target company for a business combination. The Company will not generate any operating revenues prior to the completion of a business combination, at the earliest, and generates non-operating income in the form of interest income on permitted investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement on Form S-1 (File Nos. 333-274902 and 333-275674) for the Company’s Initial Public Offering was declared effective on November 20, 2023 (the “IPO Registration Statement”). On November 24, 2023, the Company consummated the Initial Public Offering of 17,000,000 units (the “Units”, and the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) included in the Units, the “Public Shares”), which included the partial exercise by the underwriters of their over-allotment option in the amount of 2,000,000 Units, at $10.00 per Unit, generating gross proceeds of $170,000,000 (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of 5,000,000 Private Placement Warrants (the “Private Placement Warrants”) to Colombier Sponsor II LLC (the “Sponsor”) at a price of $1.00 per Private Placement Warrant, or $5,000,000 in the aggregate (see Note 4). Each Unit consists of one Public Share and one-third of one redeemable warrant (each a “Public Warrant,” and together with the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share.
Transaction costs amounted to $9,002,207 consisting of $2,550,000 of cash underwriting fee, $5,950,000 of deferred underwriting fee (see additional discussion in Note 6), and $502,207 of other offering costs.
Following the closing of the Initial Public Offering, on November 24, 2023, an amount of $170,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”), located in the United States and invested in U.S. Treasury Department (“Treasury”) obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct Treasury obligations, and (no later than 24 months after the closing of the Initial Public Offering) will be held as cash or cash items, including in a demand deposit account at a bank, until the earlier of: (i) the completion of a business combination and (ii) the liquidation of the funds held in the Trust Account.
The Company had until February 24, 2026, or until such earlier liquidation date as the Company’s board of directors (the “Board”) may approve, to complete a business combination (the “Combination Period”). On July 15, 2025, the Company completed the Business Combination.
On April 1, 2024, December 4, 2024 and May 28, 2025, the Company withdrew $1,000,000, $1,000,000 and $856,457, respectively, from the Trust Account as a Permitted Withdrawal for working capital purposes.
Liquidity and Capital Resources
As of June 30, 2025, the Company had cash of $524,248 held outside of the Trust Account and working capital deficit of $1,729,524. The Company used such funds held outside the Trust Account primarily to complete the Business Combination with GrabAGun.
From interest earned on the Trust Account, the Company was able to withdraw, as Permitted Withdrawals, (i) up to $1,000,000 annually, to fund working capital requirements in connection with completing a Business Combination and (ii) funds to pay its taxes. As of June 30, 2025, $2,856,457 had been removed from the Trust Account for permitted working capital withdrawal. As of June 30, 2025, no additional amounts were permitted to be withdrawn from the trust account.
On July 15, 2025, the Company announced the closing of its previously announced Business Combination between Colombier and GrabAGun. As of this filing, substantial doubt about the Company’s ability to continue as a going concern was alleviated due to the closing of the Business Combination.
6
COLOMBIER ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s December 31, 2024 Annual Report on Form 10-K as filed with the SEC on March 11, 2025. The interim results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying unaudited condensed financial statements with those of another public company that (i) is neither an emerging growth company nor an emerging growth company and (ii) has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with GAAP requires the Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $524,248 and $905,040 in cash as of June 30, 2025 and December 31, 2024, respectively. The Company had no cash equivalents as of June 30, 2025 and December 31, 2024.
7
COLOMBIER ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
Marketable Securities Held in Trust Account
As of June 30, 2025 and December 31, 2024, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in Treasury securities. All of the Company’s investments held in the Trust Account are presented on the accompanying unaudited condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. The Company has withdrawn $2,856,457 and $2,000,00 from the Trust Account as of the June 30, 2025 and December 31, 2024, respectively.
Offering Costs
The Company complies with the requirements of FASB ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options” (“ASC 470-20”) addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between the Class A Ordinary Shares and the Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Warrants and then to the Class A Ordinary Shares. Offering costs allocated to the Class A Ordinary Shares were charged to temporary equity and offering costs allocated to the Warrants were charged to shareholders’ equity, as Public Warrant and Private Placement Warrants, after Management’s evaluation, are accounted for under equity treatment in the accompanying unaudited condensed financial statements.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheets, primarily due to their short-term nature.
Class A Ordinary Shares Subject to Redemption
The Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial business combination. In accordance with FASB ASC Topic 480-10-S99, “Distinguishing Liabilities From Equity”, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding instruments (i.e., the Public Warrants) and as such, the initial carrying value of Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20. The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, at June 30, 2025 and December 31, 2024, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the accompanying unaudited condensed balance sheets. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against additional paid-in-capital (to the extent available) and accumulated deficit.
At June 30, 2025 and December 31, 2024, the Class A Ordinary Shares subject to possible redemption reflected in the accompanying unaudited condensed balance sheets are reconciled in the following table:
| Class A Ordinary Shares subject to possible redemption, December 31, 2023 | $ | 170,000,000 | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | 7,634,717 | |||
| Class A Ordinary Shares subject to possible redemption, December 31, 2024 | $ | 177,634,717 | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | 1,860,128 | |||
| Class A Ordinary Shares subject to possible redemption, March 31, 2025 | $ | 179,494,845 | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | 1,011,573 | |||
| Class A Ordinary Shares subject to possible redemption, June 30, 2025 | $ | 180,506,418 |
8
COLOMBIER ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
Income Taxes
The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented in the accompanying unaudited condensed financial statements.
Warrant Instruments
The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Ordinary Shares (as defined in Note 7) and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Upon review of the warrant agreement, dated November 20, 2023, the Company entered into an agreement with Continental Stock Transfer & Trust Company (“Continental”) in connection with the Initial Public Offering (the “Warrant Agreement”), the Management concluded that the Public Warrants and Private Placement Warrants issued pursuant to such Warrant Agreement qualify for equity accounting treatment.
Share-Based Compensation
The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments, including share option grants, Warrants and restricted share grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted shares, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the accompanying unaudited condensed statements of operations.
9
COLOMBIER ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
Net Income Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the shares. Net income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income per Ordinary Share as the redemption value approximates fair value.
The calculation of diluted income per Ordinary Share does not consider the effect of the Warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement, since the average price of the Ordinary Shares for the three and six months ended June 30, 2025 and 2024 was less than the exercise price and therefore, the inclusion of such Warrants under the Treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events. The Warrants are exercisable to purchase 10,666,667 Class A Ordinary Shares in the aggregate. As a result, diluted net income per Ordinary Share is the same as basic net income per Ordinary Share for the periods presented.
The following table reflects the calculation of basic and diluted net income per Ordinary Share:
| For the Three Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||
| Ordinary Shares | Ordinary Shares | Ordinary Shares | Ordinary Shares | |||||||||||||
| Basic and diluted net income per Ordinary Share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income, as adjusted | $ | 544,078 | $ | 136,019 | $ | 1,369,733 | $ | 342,433 | ||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average Ordinary Shares outstanding | 17,000,000 | 4,250,000 | 17,000,000 | 4,250,000 | ||||||||||||
| Basic and diluted net income per Ordinary Share | $ | 0.03 | $ | 0.03 | $ | 0.08 | $ | 0.08 | ||||||||
| For the Six Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||
| Ordinary Shares | Ordinary Shares | Ordinary Shares | Ordinary Shares | |||||||||||||
| Basic and diluted net income per Ordinary Share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income, as adjusted | $ | 504,911 | $ | 126,228 | $ | 2,697,796 | $ | 674,449 | ||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average Ordinary Shares outstanding | 17,000,000 | 4,250,000 | 17,000,000 | 4,250,000 | ||||||||||||
| Basic and diluted net income per Ordinary Share | $ | 0.03 | $ | 0.03 | $ | 0.16 | $ | 0.16 | ||||||||
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Recent Accounting Pronouncements
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
10
COLOMBIER ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 17,000,000 Units, which included a partial exercise by the underwriter of their over-allotment option in the amount of 2,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Public Share and one-third of one Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. Each Public Warrant will become exercisable 30 days after the completion of the initial business combination and will expire five years after the completion of the initial business combination, or earlier upon redemption or liquidation (see Note 7).
On January 9, 2024, the Company announced that, commencing on January 11, 2024, the holders of the Units may elect to separately trade the Public Shares and the Public Warrants included in the Units. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. Prior to the Business Combination, any Units not separated continued to trade on the New York Stock Exchange (“NYSE”) under the symbol “CLBR.U.” Prior to the Business Combination, the Public Shares and the Public Warrants were traded on the NYSE under the symbols “CLBR” and “CLBR.WS,” respectively. Prior to the closing of the Business Combination, holders of the Units will need to have their brokers contact Continental, the Company’s transfer agent, in order to separate the Units into Public Shares and Public Warrants. In connection with the Closing of the Business Combination, the Units, Public Shares and Public Warrants were delisted from the NYSE (the Public Shares and Public Warrants having been replaced by substantially equivalent securities of Pubco issued in connection with the Closing of the Business Combination).
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or $5,000,000 in the aggregate, in the Private Placement. Each whole Private Placement Warrant entitles the registered holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
NOTE 5 — RELATED PARTY TRANSACTIONS
Founder Shares
On September 27, 2023, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 3,737,500 Class B Ordinary Shares (as defined in Note 7) (the “Founder Shares”). On November 20, 2023, the Company effected a share capitalization in the form of a share dividend of approximately 0.15384615 fully paid Class B Ordinary Shares for each Class B Ordinary Share in issue, resulting in the Sponsor holding an aggregate of 4,312,500 Founder Shares. The Founder Shares included an aggregate of up to 562,500 Class B Ordinary Shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding Ordinary Shares after the Initial Public Offering (excluding any Public Shares purchased by the Sponsor in the Initial Public Offering). On November 24, 2023, as a result of the underwriters’ election to partially exercise their over-allotment option and their decision to forfeit the remaining option, 62,500 Founder Shares were forfeited resulting in the Sponsor holding 4,250,000 Founder Shares. The remaining Founder Shares are no longer subject to forfeiture.
11
COLOMBIER ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
On November 17, 2023, the Sponsor awarded equity incentives in connection with services to the Sponsor and/or the Company. The equity incentives represent the Founder Shares owned by the Sponsor as of November 17, 2023, the date of issuance. The equity incentives to the Management and the Company’s directors are in the scope of ASC 718. Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 1,459,000 Founder Shares granted to the Company’s directors and members of Management was $3,603,730 or $2.47 per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. As of June 30, 2025, the Company determined that a Business Combination is not considered probable, and, therefore, no share-based compensation expense has been recognized. The fair value was determined using a Probability-Weighted Expected Return Method, discounted for lack of marketability, with a volatility of 3.8%, risk-free rate of 4.89% and an implied discount for lack of marketability of 1.25% as of the valuation date of November 17, 2023.
The Sponsor has agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees as disclosed herein) until the earlier of: (i) six months following the consummation of a Business Combination; or (ii) subsequent to the consummation of a Business Combination, the date on which the Company consummates a transaction that results in all of its shareholders having the right to exchange their shares for cash, securities, or other property.
Promissory Note — Related Party
On September 27, 2023, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “IPO Promissory Note”). This loan is non-interest bearing and was payable on the earlier of December 31, 2024, or the date on which the Company consummates the Initial Public Offering. The outstanding balance of $196,319 was repaid at the closing of the Initial Public Offering on November 24, 2023, and borrowings under the IPO Promissory Note are no longer available.
Administrative Support Agreements
The Company entered into an agreement, commencing on November 20, 2023, through the earlier of the Company’s consummation of a Business Combination and its liquidation, pursuant to which the Company pays an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to members of Management (the “Administrative Services Agreement”). For the three and six months ended June 30, 2025, the Company paid $40,000 and $70,000 in connection with the Administrative Services Agreement, respectively, of which $30,000 and $60,000 is reflected in general and administrative expenses in the accompanying statements of operations and $10,000 is reflected in prepaid expenses on the accompanying condensed balance sheets to be applied to July 2025 Administrative Services Agreement fees. For the three and six months ended June 30, 2024, the Company has paid $30,000 and $60,000, respectively, in connection with the Administrative Services Agreement, which is reflected in general and administrative expenses in the accompanying unaudited condensed statements of operations.
In addition, the Company also entered into an agreement, commencing on November 20, 2023, through the earlier of the Company’s consummation of a Business Combination and its liquidation, pursuant to which the Company pays an affiliate of the Sponsor $60,000 per month for the services of the Chief Executive Officer, Chief Financial Officer, Chief Investment Officer, and Chief Operating Officer (the “Services and Indemnification Agreement”). For the three and six months ended June 30, 2025, the Company paid $240,000 and $420,000 in connection with the Services and Indemnification Agreement, respectively, of which $180,000 and $360,000 is reflected in general and administrative expenses in the accompanying unaudited condensed statements of operations and $60,000 is reflected in prepaid expenses on the accompanying unaudited condensed balance sheets to be applied to July 2025 Services and Indemnification Agreement fees. For the three and six months ended June 30, 2024, the Company has paid $180,000 and $360,000 in connection with the Services and Indemnification Agreement, which is reflected in general and administrative expenses in the accompanying unaudited condensed statements of operations.
Related Party Loans
In order to finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans as may be required on a non-interest bearing basis. If the Company completes the initial Business Combination, the Company will repay such Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of the initial Business Combination. The warrants would be identical to the Private Placement Warrants. Other than as set forth above, the terms of such loans by the Company’s officers and directors, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. There are no Working Capital Loans outstanding as of June 30, 2025 and December 31, 2024.
12
COLOMBIER ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the conflict in the Middle East. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the conflict in the Middle East and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the conflict in the Middle East and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.
Registration Rights
The holders of the Founder Shares, the Private Placement Warrants and any warrants that may be issued upon conversion of any Working Capital Loans (and any Class A Ordinary Shares (i) issuable upon the exercise of the Private Placement Warrants, (ii) underlying the warrants that may be issued upon conversion of Working Capital Loans and (iii) issuable upon conversion of the Founder Shares) have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement, dated as of November 20, 2023. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters of the Initial Public Offering had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 2,250,000 Units to cover over-allotments, if any. On November 24, 2023, simultaneously with the closing of the Initial Public Offering, the underwriters elected to partially exercise the over-allotment option to purchase an additional 2,000,000 Units at a price of $10.00 per Unit. The underwriters determined to forfeit the remaining 250,000 Units.
The underwriters were entitled to a cash underwriting fee of $0.15 per Unit, or $2,550,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or $5,950,000 in the aggregate, will be payable to the underwriters as a deferred underwriting fee. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement, dated November 20, 2023, by and between the Company and BTIG, LLC, as representative of the several underwriters of the Initial Public Offering. Up to $0.30 per Unit of the $0.35 at the sole discretion of the Company may be reallocated for expenses in connection with its initial Business Combination and working capital needs post the initial Business Combination. Any such reduction of the deferred underwriting fee shall reduce proportionately the deferred underwriting fee to the underwriters and will also reduce proportionately the amount payable to Roth Capital Partners, LLC (“Roth”) under the Financial Advisory Services Agreement (as defined and described below).
13
COLOMBIER ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
Advisory Agreement
On November 20, 2023, pursuant to the Financial Advisory Services Agreement by and between the Company and Roth (the “Financial Advisory Services Agreement”), the Company engaged Roth to provide consulting and advisory services in connection with the Initial Public Offering. Roth represented the Company’s interests only, was independent of the underwriters and was not a party to any securities purchase agreement with the Company, the underwriters, or investors in relation to the Initial Public Offering. Roth did not participate (within the meaning of the Financial Industry Regulatory Authority (“FINRA”) Rule 5110(j)(16)) in the Initial Public Offering; acted as an independent financial advisor (within the meaning of FINRA Rule 5110(j)(9)), and it did not act as an underwriter in connection with the Initial Public Offering. Under the Financial Advisory Services Agreement, Roth’s fee was $510,000, payable upon the closing of the Initial Public Offering. A deferred fee of up to $1,190,000 will be paid to Roth at the closing of the Business Combination. This deferred fee will only be paid to Roth if the Company completes a Business Combination. Roth’s fees in both cases will be offset from the underwriting fees already recorded between the cash underwriting fee of $2,550,000 and the deferred underwriting fee of $5,950,000, resulting in no additional incremental fee already recorded by the Company.
On April 17, 2025, the Company entered into a Capital Market Advisory Agreement with BTIG (“BTIG Agreement”). Pursuant to the BTIG Agreement, BTIG may receive a fee of $1,500,000, and such fee is payable at the closing of the Business Combination only if Colombier completes an initial business combination. In addition, pursuant to the BTIG Agreement, BTIG is entitled to reimbursement of the BTIG Reimbursable Expenses up to a total aggregate amount of $25,000 (provided that the BTIG Engagement Letter is not earlier terminated in accordance with its terms by BTIG for convenience or Colombier for cause), and such reimbursement is payable only if the Business Combination is consummated. In connection with the closing of the Business Combination $2,489,625 was paid in accordance with the BTIG Agreement.
On April 18, 2025, the Company entered into a Capital Market Advisory Agreement with Roth Capital Partners (“Roth Agreement”). Pursuant to the Roth Agreement, Roth may receive a fee of $1,000,000, and such fee is payable at the closing of the Business Combination only if Colombier completes an initial business combination. In addition, pursuant to the Roth Agreement, Roth is entitled to reimbursement of the Roth Reimbursable Expenses up to a total aggregate amount of $5,000, and such reimbursement is payable only if the Business Combination is consummated. In connection with the closing of the Business Combination $1,924,517 was paid in accordance with the Roth Agreement.
Business Combination Agreement
On January 6, 2025, the Company entered into a Business Combination Agreement (the “GrabAGun Business Combination Agreement”) with GrabAGun, Pubco, Target Merger Sub and Purchaser Merger Sub. Pursuant to the GrabAGun Business Combination Agreement and subject to the terms and conditions set forth therein, (i) Purchaser Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Colombier Merger”) and, as a result of which, each issued and outstanding security of the Company immediately prior to the effective time of the Colombier Merger shall no longer be outstanding and shall automatically be cancelled in exchange for which the security holders of the Company shall receive substantially equivalent securities of Pubco, (ii) Target Merger Sub will merge with and into GrabAGun, with GrabAGun continuing as the surviving entity (the “GrabAGun Merger”, and together with the Colombier Merger, the “Mergers”), and as a result of which each issued and outstanding security of GrabAGun immediately prior to the effective time of the GrabAGun Merger shall no longer be outstanding and shall automatically be cancelled in exchange for which the security holders of GrabAGun shall receive shares of common stock, par value $0.0001 per share, of Pubco (“Pubco Common Stock”). As a result of the Mergers and other transactions contemplated by the GrabAGun Business Combination Agreement, the Company and GrabAGun will become wholly-owned subsidiaries of Pubco, all upon the terms and subject to the conditions set forth in the GrabAGun Business Combination Agreement, and Pubco will become a publicly traded company.
On July 15, 2025, the Company announced the closing of its previously announced Business Combination between Colombier and GrabAGun. As of this filing, substantial doubt about the Company’s ability to continue as a going concern was alleviated due to the closing of the Business Combination.
14
COLOMBIER ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
NOTE 7 — SHAREHOLDERS’ DEFICIT
Preferred Shares
The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board. As of June 30, 2025 and December 31, 2024, there were no preferred shares issued or outstanding.
Class A Ordinary Shares
The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $0.0001 per share. Holders of Class A Ordinary Shares are entitled to one vote for each share. At June 30, 2025 and December 31, 2024, there were no Class A Ordinary Shares issued or outstanding, excluding 17,000,000 Class A Ordinary Shares subject to possible redemption.
Class B Ordinary Shares
The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 per share (the “Class B Ordinary Shares, and together with the Class A Ordinary Shares, the “Ordinary Shares”). Holders of the Class B Ordinary Shares are entitled to one vote for each share. On September 27, 2023, the Company issued 3,737,500 Class B Ordinary Shares to the Sponsor for $25,000 as Founder Shares. On November 20, 2023, the Company effected a share capitalization in the form of a share dividend of approximately 0.15384615 fully paid Class B Ordinary Shares for each Class B Ordinary Share in issue, resulting in the Sponsor holding an aggregate of 4,312,500 Founder Shares. The Founder Shares included an aggregate of up to 562,500 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding Ordinary Shares after the Initial Public Offering (excluding any Public Shares purchased by the Sponsor in the Initial Public Offering). On November 24, 2023, as a result of the underwriters’ election to partially exercise their over-allotment option, 62,500 Founder Shares were forfeited resulting in the Sponsor holding 4,250,000 Founder Shares. The remaining Founder Shares are no long subject to forfeiture.
Holders of Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class on all other matters submitted to a vote of shareholders, except as (i) described below and (ii) required by law.
The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of a Business Combination, and may be converted at any time prior to the Business Combination, at the option of the holder, on a one-for-one basis (unless otherwise provided in the Business Combination agreement), subject to adjustment for share sub-divisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A Ordinary Shares outstanding after such conversion, including the total number of Class A Ordinary Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding any Class A Ordinary Shares or equity-linked securities or rights exercisable for or convertible into Class A Ordinary Shares issued, or to be issued, to any seller in the Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
In addition, only holders of Class B Ordinary Shares will have the right to vote on the appointment of directors prior to the completion of the Company’s initial Business Combination and on a vote to continue the Company in a jurisdiction outside the Cayman Islands. Holders of Public Shares are also not entitled to vote on the appointment of directors prior to the completion of the Company’s initial Business Combination.
15
COLOMBIER ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
Warrants
As of June 30, 2025 and December 31, 2024, there are 10,666,667 Warrants (5,666,667 Public Warrants and 5,000,000 Private Placement Warrants) issued and outstanding. Each whole Public Warrant entitles the registered holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination. Pursuant to the Warrant Agreement, a warrant holder may exercise its Public Warrants only for a whole number of Class A Ordinary Shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or a new registration statement covering the registration, under the Securities Act, of the Class A Ordinary Shares issuable upon exercise of the Warrants and thereafter will use our commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the Warrants, until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60 business days after the closing of the initial Business Combination), warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
Once the Warrants become exercisable, the Company may call the Warrants for redemption for cash:
| ● | in whole and not in part; | |
| ● | at a price of $0.01 per Warrant; | |
| ● | upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and | |
| ● | if, and only if, the closing price of the Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A Ordinary Shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination as described elsewhere in the IPO Registration Statement) on each of 20 trading days within a 30-trading day period commencing once the Warrants become exercisable and ending three business days before the Company sends the notice of redemption to the warrant holders and there is an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Warrants and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-day redemption period. |
If and when the Warrants become redeemable by the Company for cash, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
The Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants being sold as part of the Units in the Initial Public Offering.
The Company accounts for the 10,666,667 Warrants issued in connection with the Initial Public Offering and the Private Placement (including 5,666,667 Public Warrants and 5,000,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the Warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.
16
COLOMBIER ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
NOTE 8 — FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
| Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
| Level 3: | Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. |
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2025 and December 31, 2024:
| June 30, 2025 | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
| Assets: | ||||||||||||||||
| Marketable securities held in Trust Account | $ | 180,506,418 | $ | 180,506,418 | $ | — | $ | — | ||||||||
| December 31, 2024 | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
| Assets: | ||||||||||||||||
| Marketable securities held in Trust Account | $ | 177,634,717 | $ | 177,634,717 | $ | — | $ | — | ||||||||
NOTE 9 — SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.
The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.
17
COLOMBIER ACQUISITION CORP. II
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2025
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Trust Account | $ | 180,506,418 | $ | 177,634,717 | ||||
| Cash | $ | 524,248 | $ | 905,040 | ||||
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| General and administrative expenses | $ | 1,187,933 | $ | 586,750 | $ | 3,097,019 | $ | 1,155,369 | ||||||||
| Interest earned on the Trust Account | $ | 1,868,030 | $ | 2,240,420 | $ | 3,728,158 | $ | 4,469,118 | ||||||||
The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
NOTE 10 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the accompanying unaudited condensed financial statements were issued. Based upon this review, other than described as below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements.
On July 15, 2025 (the “Closing Date”), the Company held an extraordinary general meeting of its shareholders (the “Special Meeting”), at which holders of 5,561,957 of the Company’s Class A ordinary shares (the “Company’s Class A Ordinary Shares”), and the holders of 4,250,000 of the Company’s Class B ordinary shares (the “Company’s Class B Ordinary Shares” and, together with the Company’s Class A Ordinary Shares, the “Compnay’s Ordinary Shares”), were present in person or by proxy, constituting a quorum for the transaction of business at the Special Meeting under the terms of Colombier’s Amended and Restated Articles and Memorandum of Association. Only shareholders of record as of the close of business on June 20, 2025 (the “Record Date”) for the Special Meeting were entitled to vote at the Special Meeting. As of the Record Date, 21,250,000 shares of the Company’s Ordinary Shares were outstanding and entitled to vote at the Special Meeting.
At the Special Meeting the Company’s shareholders voted to approve the proposals outlined in the final prospectus and definitive proxy statement filed by the Company with the SEC on June 23, 2025.
On the Closing Date, following the conclusion of the Special Meeting, the Business Combination, including the Mergers, was completed (the “Closing”). Following the Closing, the Pubco Common Stock began trading on the NYSE under the symbol “PEW” and Pubco’s warrants to purchase Pubco Common Stock began trading on the NYSE under the symbol “PEWW” on July 16, 2025, and the Units, Public Shares and Public Warrants were delisted from the NYSE (the Public Shares and Public Warrants having been replaced by substantially equivalent securities of Pubco issued in connection with the Closing of Business Combination).
In connection with the Closing, Colombier changed its name from Colombier Acquisition Corp. II to GAG Surviving Corporation, Inc.
18
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF COLOMBIER
Capitalized terms included below but not defined in this Exhibit 99.2 have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K (the “Original Report”) filed with the Securities and Exchange Commission (the “SEC”) on July 18, 2025 (as amended by the Current Report on Form 8-K/A to which this Exhibit 99.2 is attached (“Amendment No. 1”)) and, if not defined in the Original Report (as amended by Amendment No. 1), the final prospectus and definitive proxy statement (the “Proxy Statement/Prospectus”) filed with the SEC on June 23, 2025.
The following discussion and analysis of the financial condition and results of operations of Colombier Acquisition Corp. II, a Cayman Islands exempted company now known as GAG Surviving Corporation, Inc. (“Colombier”), should be read together with Colombier’s unaudited condensed financial statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 and the related notes thereto, and the unaudited pro forma condensed combined financial information of GrabAGun, Colombier and the Company as of and for the six months ended June 30, 2025 and the year ended December 31, 2024 included as Exhibits 99.1 and 99.5 to Amendment No. 1, respectively, and other information included elsewhere in this filing and the Proxy Statement/Prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in the Proxy Statement/Prospectus. Additionally, our historical results are not necessarily indicative of the results that may be expected for any future period. Amounts are presented in U.S. dollars.
Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “Colombier”, “we”, “us”, “our”, and the “Company” are intended to refer to (i) following the Business Combination, the business and operations of GrabAGun Digital Holdings, Inc. and its consolidated subsidiaries, and (ii) prior to the Business Combination, Colombier Acquisition Corp. II.
Overview
We are a blank check company incorporated in the Cayman Islands on September 27, 2023, formed for the purpose of effecting a business combination with one or more businesses or entities. We consummated our Initial Public Offering on November 27, 2023. On July 15, 2025, the Company announced the closing of its previously announced Business Combination between Colombier and GrabAGun.
The Company had until February 24, 2026, or until such earlier liquidation date as the Company’s board of directors (the “Board”) may approve, to complete a business combination (the “Combination Period”). On July 15, 2025, the Company completed the Business Combination.
In 2024, the SEC adopted additional rules and regulations relating to SPACs. The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC sponsors and related persons; (ii) additional disclosures relating to SPAC business combination transactions; (iii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in connection with proposed business combination transactions; (iv) additional disclosures regarding projections included in SEC filings in connection with proposed business combination transactions; and (v) the requirement that both the SPAC and its target company be co-registrants in connection with registration statements relating to proposed business combination transactions. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.
Recent Developments
On January 6, 2025, the Company entered into a Business Combination Agreement (the “GrabAGun Business Combination Agreement”) with GrabAGun, GrabAGun Digital Holdings Inc., a Texas corporation fifty-percent owned by the Company and fifty-percent owned by GrabAGun (“Pubco”), Gauge II Merger Sub LLC, a Texas limited liability company and a wholly-owned subsidiary of Pubco (“Target Merger Sub”) and, upon execution of a joinder, a to-be-formed Cayman Islands exempted company to be named “Gauge II Merger Sub Corp.” (“Purchaser Merger Sub”).
Pursuant to the GrabAGun Business Combination Agreement and subject to the terms and conditions set forth therein, (i) Purchaser Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Colombier Merger”) and, as a result of which, each issued and outstanding security of the Company immediately prior to the effective time of the Colombier Merger shall no longer be outstanding and shall automatically be cancelled in exchange for which the security holders of the Company shall receive substantially equivalent securities of Pubco, (ii) Target Merger Sub will merge with and into GrabAGun, with GrabAGun continuing as the surviving entity (the “GrabAGun Merger”, and together with the Colombier Merger, the “Mergers”), and as a result of which each issued and outstanding security of GrabAGun immediately prior to the effective time of the GrabAGun Merger shall no longer be outstanding and shall automatically be cancelled in exchange for which the security holders of GrabAGun shall receive shares of common stock, par value $0.0001 per share, of Pubco (“Pubco Common Stock”). As a result of the Mergers and other transactions contemplated by the GrabAGun Business Combination Agreement (collectively referred to herein as the “Business Combination”), the Company and GrabAGun will become wholly-owned subsidiaries of Pubco, all upon the terms and subject to the conditions set forth in the GrabAGun Business Combination Agreement, and Pubco will become a publicly traded company.
On July 15, 2025 (the “Closing Date”), the Company held an extraordinary general meeting of its shareholders (the “Special Meeting”), at which holders of 5,561,957 of the Company’s Class A ordinary shares (the “Company’s Class A Ordinary Shares”), and the holders of 4,250,000 of the Company’s Class B ordinary shares (the “Company’s Class B Ordinary Shares” and, together with the Company’s Class A Ordinary Shares, the “Compnay’s Ordinary Shares”), were present in person or by proxy, constituting a quorum for the transaction of business at the Special Meeting under the terms of Colombier’s Amended and Restated Articles and Memorandum of Association. Only shareholders of record as of the close of business on June 20, 2025 (the “Record Date”) for the Special Meeting were entitled to vote at the Special Meeting. As of the Record Date, 21,250,000 shares of the Company’s Ordinary Shares were outstanding and entitled to vote at the Special Meeting.
At the Special Meeting the Company’s shareholders voted to approve the proposals outlined in the Proxy Statement/Prospectus.
On the Closing Date, following the conclusion of the Special Meeting, the Business Combination, including the Mergers, was completed (the “Closing”). Following the Closing, the Pubco Common Stock began trading on the NYSE under the symbol “PEW” and Pubco’s warrants to purchase Pubco Common Stock began trading on the NYSE under the symbol “PEWW” on July 16, 2025.
In connection with the Closing, the Company changed its name from Colombier Acquisition Corp. II to GAG Surviving Corporation, Inc.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 27, 2023 (inception) through June 30, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended June 30, 2025, we had a net income of $680,097, which consisted of interest earned on marketable securities held in the Trust Account of $1,868,030, offset by operating expenses of $1,187,933.
For the six months ended June 30, 2025, we had a net income of $631,139, which consisted of interest earned on marketable securities held in the Trust Account of $3,728,158, offset by operating expenses of $3,097,019.
For the three months ended June 30, 2024, we had a net income of $1,653,670, which consisted of interest earned on marketable securities held in the Trust Account of $2,240,420, offset by operating expenses of $586,750.
For the six months ended June 30, 2024, we had a net income of $3,313,749, which consisted of interest earned on marketable securities held in the Trust Account of $4,469,118, offset by operating expenses of $1,155,369.
2
Factors That May Adversely Affect our Results of Operations
Our results of operations and our ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial business combination.
Liquidity and Capital Resources
On November 24, 2023, we consummated the Initial Public Offering of 17,000,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 2,000,000 Units, at $10.00 per Unit, generating gross proceeds of $170,000,000. Simultaneously with the closing of the Initial Public Offering and pursuant to the Warrant Subscription Agreement, we consummated the sale of 5,000,000 Private Placement Warrants to the Sponsor at a price of $1.00 per Private Placement Warrant, or $5,000,000 in the aggregate.
For the three months ended June 30, 2025, net cash used in operating activities was $1,237,249. Net income of $631,139 was affected by interest earned on marketable securities of $3,728,158 and changes in operating assets and liabilities, which used $1,859,770 of cash from operating activities.
For the six months ended June 30, 2024, net cash used in operating activities was $1,014,770. Net income of $3,313,749 was affected by interest earned on marketable securities of $4,469,118 and changes in operating assets and liabilities, which used $140,599 of cash from operating activities.
On April 1, 2024, December 4, 2024 and May 28, 2025, the Company withdrew $1,000,000, $1,000,000 and $856,457, respectively, from the Trust Account as a Permitted Withdrawal for working capital purposes.
As of June 30, 2025, the Company had cash of $524,248 held outside of the Trust Account and working capital deficit of $1,729,524. The Company used such funds held outside the Trust Account primarily to complete the Business Combination.
At June 30, 2025, we had cash and marketable securities held in the Trust Account of approximately $180,506,418 (including approximately $13,362,875 of interest income). We used substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of Permitted Withdrawals and excluding deferred underwriting commissions, to complete our business combination.
On July 15, 2025, the Company announced the closing of its previously announced Business Combination between Colombier and GrabAGun. As of this filing, substantial doubt about the Company’s ability to continue as a going concern was alleviated due to the closing of the Business Combination.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2025 and December 31, 2024. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
3
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the (i) the Administrative Services Agreement and (ii) Services and Indemnification Agreement. Under the Administrative Services Agreement, we pay $10,000 per month to an affiliate of our Sponsor for office space and secretarial and administrative support services. Under the Services and Indemnification Agreement, we pay an affiliate of the Sponsor $60,000 per month for the services of our Chief Executive Officer, Chief Financial Officer, Chief Investment Officer, and Chief Operating Officer. We will cease these monthly fees under both the Administrative Services Agreement and the Services and Indemnification Agreement upon the earlier to occur of the completion of our initial business combination or liquidation. As of June 30, 2025 and December 31, 2024, we have paid $360,000 and $910,000, respectively, pursuant to the Administrative Services Agreement and the Services and Indemnification Agreement of which $70,000 is included in prepaid expenses and will be applied to the 2025 Administrative Services Agreement and the Services Indemnification Agreement fees.
The underwriters of the Initial Public Offering were entitled to a cash underwriting fee of $0.15 per Unit, or $2,550,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or $5,950,000 in the aggregate, will be payable to the underwriters for a deferred underwriting fee. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if we complete an initial business combination, subject to the terms of the underwriting agreement for the Initial Public Offering. Up to $0.30 per Unit of the $0.35 at our sole discretion may be reallocated for expenses in connection with our initial business combination and working capital needs post the initial business combination. Any such reduction of the deferred underwriting fee shall reduce proportionately the deferred underwriting fee to the underwriters and will also reduce proportionately the amount payable to Roth Capital Partners, LLC (“Roth”) under the Financial Advisory Services Agreement (as defined below).
On November 20, 2023, we entered into a Financial Advisory Services Agreement with Roth (the “Financial Advisory Services Agreement”), pursuant to which, Roth provided us with consulting and advisory services in connection with the Initial Public Offering. Roth represented our interests only, was independent of the underwriters and was not a party to any securities purchase agreement with us, the underwriters, or investors in relation to the Initial Public Offering. Roth did not participate (within the meaning of FINRA Rule 5110(j)(16)) in the Initial Public Offering; acted as an independent financial adviser (within the meaning of FINRA Rule 5110(j)(9)), and it did not act as an underwriter in connection with the Initial Public Offering. Under the Financial Advisory Services Agreement, Roth’s fee was $510,000, payable upon the closing of the Initial Public Offering. A deferred fee of up to $1,190,000 will be paid to Roth at the closing of the business combination. This deferred fee will only be paid to Roth if we completed a business combination. Roth’s fees in both cases will be offset from the underwriting fees already recorded between the cash underwriting fee of $2,550,000 and the deferred underwriting fee of $5,950,000, resulting in no additional incremental fee already recorded by us.
On April 17, 2025, the Company entered into a Capital Market Advisory Agreement with BTIG (the “BTIG Agreement”). Pursuant to the BTIG Agreement, BTIG may receive a fee of $1,500,000, and such fee is payable at the closing of the Business Combination only if Colombier completes an initial business combination. In addition, pursuant to the BTIG Agreement, BTIG is entitled to reimbursement of the BTIG Reimbursable Expenses up to a total aggregate amount of $25,000 (provided that the BTIG Engagement Letter is not earlier terminated in accordance with its terms by BTIG for convenience or Colombier for cause), and such reimbursement is payable only if the Business Combination is consummated. In connection with the closing of the Business Combination, $2,489,625 was paid in accordance with the BTIG Agreement.
On April 18, 2025, the Company entered into a Capital Market Advisory Agreement with Roth Capital Partners (the “Roth Agreement”). Pursuant to the Roth Agreement, Roth may receive a fee of $1,000,000, and such fee is payable at the closing of the Business Combination only if Colombier completes an initial business combination. In addition, pursuant to the Roth Agreement, Roth is entitled to reimbursement of the Roth Reimbursable Expenses up to a total aggregate amount of $5,000, and such reimbursement is payable only if the Business Combination is consummated. In connection with the closing of the Business Combination, $1,924,517 was paid in accordance with the Roth Agreement.
4
Critical Accounting Estimates
The preparation of the unaudited condensed financial statements of Colombier included as Exhibit 99.1 this Current Report on Form 8-K/A and related disclosures in conformity with GAAP requires our Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting estimates:
Ordinary Shares Subject to Possible Redemption
We account for our Ordinary Shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”). Ordinary Shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholders’ equity. Our Ordinary Shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Ordinary Shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of our balance sheet of the unaudited condensed financial statements contained elsewhere in this filing.
Warrant Instruments
We account for Warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to a company’s common shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of a company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of Warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding. Upon review of the Warrant Agreement we entered into with Continental in connection with the Initial Public Offering, the Management concluded that the Public Warrants and Private Placement Warrants issued pursuant to such Warrant Agreement qualify for equity accounting treatment.
Net Income per Ordinary Share
We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, Class A Ordinary Shares and Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of shares. Net income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income per Ordinary Share as the redemption value approximates fair value.
Recent Accounting Pronouncements
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements included elsewhere in this filing.
5
Exhibit 99.3
METROPLEX TRADING COMPANY LLC (dba GrabAGun.com)
BALANCE SHEETS
(IN THOUSANDS)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 4,642 | $ | 7,887 | ||||
| Inventory, net | 5,826 | 4,771 | ||||||
| Deferred transaction costs | 1,675 | 252 | ||||||
| Prepaid expenses and other current assets | 414 | 582 | ||||||
| Total current assets | 12,557 | 13,492 | ||||||
| Capitalized software, net | 463 | 404 | ||||||
| Property and equipment, net | 27 | 28 | ||||||
| Operating lease right-of-use asset | 152 | 263 | ||||||
| Other assets | 90 | 44 | ||||||
| Total assets | $ | 13,289 | $ | 14,231 | ||||
| Liabilities and Members’ Capital | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 10,067 | $ | 8,687 | ||||
| Operating lease liability, current | 160 | 233 | ||||||
| Accrued expenses and other current liabilities | 664 | 1,079 | ||||||
| Unearned revenue | 1,773 | 2,274 | ||||||
| Total current liabilities | 12,664 | 12,273 | ||||||
| Operating lease liability, non-current | — | 41 | ||||||
| Total liabilities | 12,664 | 12,314 | ||||||
| Commitments and Contingencies (Note 9) | ||||||||
| Members’ Capital: | ||||||||
| Members’ capital (100 Units outstanding) | 625 | 1,917 | ||||||
| Total members’ capital | 625 | 1,917 | ||||||
| Total liabilities and members’ capital | $ | 13,289 | $ | 14,231 | ||||
The accompanying notes are an integral part of these unaudited financial statements.
METROPLEX TRADING COMPANY LLC (dba GrabAGun.com)
STATEMENTS OF OPERATIONS (Unaudited)
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT AMOUNTS)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net revenues | $ | 21,228 | $ | 20,391 | $ | 44,559 | $ | 46,991 | ||||||||
| Cost of goods sold | 19,178 | 18,331 | 40,246 | 42,840 | ||||||||||||
| Gross profit | 2,050 | 2,060 | 4,313 | 4,151 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Sales and marketing | 122 | 122 | 262 | 274 | ||||||||||||
| General and administrative | 1,339 | 1,225 | 3,397 | 2,477 | ||||||||||||
| Total operating expenses | 1,461 | 1,347 | 3,659 | 2,751 | ||||||||||||
| Income from operations | 589 | 713 | 654 | 1,400 | ||||||||||||
| Other income: | ||||||||||||||||
| Other income, net | 41 | 167 | 94 | 240 | ||||||||||||
| Total other income | 41 | 167 | 94 | 240 | ||||||||||||
| Net income | $ | 630 | $ | 880 | $ | 748 | $ | 1,640 | ||||||||
| Weighted average participating membership interest units, basic and diluted | 100 | 100 | 100 | 100 | ||||||||||||
| Net income per participating membership interest unit, basic and diluted | $ | 6,300 | $ | 8,800 | $ | 7,480 | $ | 16,400 | ||||||||
The accompanying notes are an integral part of these unaudited financial statements.
2
METROPLEX TRADING COMPANY LLC (dba GrabAGun.com)
STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL (Unaudited)
(IN THOUSANDS, EXCEPT UNIT AMOUNTS)
| Total Members’ Capital | ||||||||
| Units | Amount | |||||||
| Balance, December 31, 2023 | 100 | $ | 2,036 | |||||
| Net income | — | 760 | ||||||
| Capital distributions | — | (1,660 | ) | |||||
| Balance, March 31, 2024 | 100 | $ | 1,136 | |||||
| Net income | — | 880 | ||||||
| Capital distributions | — | (1,100 | ) | |||||
| Balance, June 30, 2024 | 100 | $ | 916 | |||||
| Total Members’ Capital | ||||||||
| Units | Amount | |||||||
| Balance, December 31, 2024 | 100 | $ | 1,917 | |||||
| Net income | — | 118 | ||||||
| Capital distributions | — | (1,020 | ) | |||||
| Balance, March 31, 2025 | 100 | $ | 1,015 | |||||
| Net income | — | 630 | ||||||
| Capital distributions | — | (1,020 | ) | |||||
| Balance, June 30, 2025 | 100 | $ | 625 | |||||
The accompanying notes are an integral part of these unaudited financial statements.
3
METROPLEX TRADING COMPANY LLC (dba GrabAGun.com)
STATEMENTS OF CASH FLOWS (Unaudited)
(IN THOUSANDS)
For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Operating activities: | ||||||||
| Net income | $ | 748 | $ | 1,640 | ||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
| Depreciation of property and equipment | 8 | 8 | ||||||
| Amortization of software development costs | 93 | 165 | ||||||
| Amortization of right-of-use asset | 110 | 104 | ||||||
| Sales return allowance | 142 | 219 | ||||||
| Inventory returns reserve | 115 | 148 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Inventory, net | (1,170 | ) | 433 | |||||
| Prepaid expenses and other current assets | 168 | 220 | ||||||
| Other assets | (47 | ) | 1 | |||||
| Accounts payable | 1,216 | (4,323 | ) | |||||
| Operating lease liability | (114 | ) | (102 | ) | ||||
| Accrued expenses and other current liabilities | (556 | ) | (206 | ) | ||||
| Unearned revenue | (501 | ) | (1,352 | ) | ||||
| Net cash provided by (used in) operating activities | $ | 212 | $ | (3,045 | ) | |||
| Investing activities: | ||||||||
| Purchase of property and equipment | (9 | ) | — | |||||
| Disposal of property and equipment | 2 | — | ||||||
| Additions to capitalized software | (151 | ) | (75 | ) | ||||
| Net cash used in investing activities | $ | (158 | ) | $ | (75 | ) | ||
| Financing activities: | ||||||||
| Payments of deferred transaction costs | (1,259 | ) | — | |||||
| Capital distributions to owners | (2,040 | ) | (2,760 | ) | ||||
| Net cash used in financing activities | $ | (3,299 | ) | $ | (2,760 | ) | ||
| Net change in cash | (3,245 | ) | (5,880 | ) | ||||
| Cash and cash equivalents at beginning of period | 7,887 | 10,738 | ||||||
| Cash and cash equivalents at end of period | $ | 4,642 | $ | 4,858 | ||||
| Supplemental disclosures of non-cash financing activities: | ||||||||
| Deferred transaction costs included in accounts payable | $ | 164 | $ | — | ||||
The accompanying notes are an integral part of these unaudited financial statements.
4
METROPLEX TRADING COMPANY LLC (dba GrabAGun.com)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
| 1. | ORGANIZATION AND DESCRIPTION OF BUSINESS |
Metroplex Trading Company LLC dba GrabAGun.com (“GrabAGun” or the “Company”) is a multi-brand eCommerce retailer of firearms, ammunition and related accessories. The Company’s firearm products are ordered and paid for by customers online through the Company’s eCommerce site and mobile app and are delivered to them on-premises through their choice of federal firearm licensed dealers nationwide. The Company’s network of localized firearm dealers perform background checks on firearms purchasers and complete sales forms as mandated by federal and state firearm regulations.
The Company aims to simplify the firearms and ammunition purchasing process for its customers through, among other things, enhanced selection, procurement and regulatory compliance assistance. The Company also offers “Shoot Now, Pay Later” financing options through Credova, providing qualifying customers with more flexible payment schedules, as further described below. The Company does not manufacture products; however, the Company’s multi-brand product offerings and long-term relationships with its vendor partners enable the Company to provide the breadth and diversity of products to best address each customer’s specific needs. The Company has developed industry-leading solutions for supply chain management, combining dynamic inventory and order management with AI-powered pricing and demand forecasting. These advancements enhance the Company’s ability to provide seamless logistics and a streamlined experience for its customers.
The Company began doing business as “GrabAGun.com” in 2010 and is headquartered in Coppell, Texas.
Business Combination
On January 6, 2025, the Company entered into a Business Combination Agreement (the “Merger Agreement”) with Colombier Acquisition Corp. II (“Colombier”), Pubco, Gauge II Merger Sub LLC, a Texas limited liability company and wholly-owned subsidiary of Pubco (“Company Merger Sub”), and upon subsequent execution of a joinder agreement, Gauge II Merger Sub Corp., a Cayman Islands exempted company and wholly-owned subsidiary of Pubco (“Purchaser Merger Sub”). GrabAGun Digital Holdings Inc., a Texas corporation (“Pubco”) was formed on December 30, 2024, prior to and for the purpose of consummating the Business Combination (as defined below).
On July 15, 2025 (the “Closing Date”), pursuant to the terms of the Merger Agreement, the Mergers (as defined below) and the other transactions contemplated by the Merger Agreement were consummated (collectively, the “Business Combination”), whereby Colombier and GrabAGun became wholly-owned subsidiaries of Pubco, as more specifically described below. As of the Closing Date, the Company’s “Shoot Now, Pay Later” financing offering through Credova constitutes a related party transaction as a director nominee of PubCo holds a management position within Credova. The Company’s historical transactions with Credova have made up less than 10% of total annual revenues.
At the Closing Date, pursuant to the terms of the Merger Agreement and after giving effect to the redemptions of Colombier Class A Ordinary Shares by public shareholders of Colombier for cash:
| ● | All issued and outstanding Colombier securities not redeemed prior to the Closing Date were cancelled and exchanged for the right to receive equivalent securities of Pubco; |
| ● | All issued and outstanding GrabAGun securities immediately prior to the Closing Date were cancelled in exchange for the right of the former owners of GrabAGun (the “GrabAGun Members”) to receive 10,000,000 newly-issued shares of Pubco common stock and $50,000,000 in cash, distributed to the GrabAGun Members on a pro rata basis, in accordance with their respective membership interests in GrabAGun as of immediately prior to the Closing Date; and |
| ● | 300,000 shares of Pubco common stock were issued to a GrabAGun consultant pursuant to the Consulting Agreement described in Note 7. |
5
METROPLEX TRADING COMPANY LLC (dba GrabAGun.com)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
As part of the Business Combination:
| ● | Purchaser Merger Sub merged with and into Colombier, with Colombier continuing as the surviving entity and changing its name from Colombier Acquisition Corp. II to GAG Surviving Corporation, Inc. (the “Colombier Merger”); |
| ● | Company Merger Sub merged with and into GrabAGun, with GrabAGun continuing as the surviving entity (the “GrabAGun Merger” and together with the Colombier Merger, the “Mergers”), and shortly after on July 16, 2025, GrabAGun changed its name from Metroplex Trading Company LLC to GrabAGun LLC; and |
| ● | Colombier and GrabAGun became wholly owned subsidiaries of Pubco, in each case in accordance with the terms and conditions set forth in the Merger Agreement. |
On July 16, 2025, Pubco’s common stock and warrants began trading on the New York Stock Exchange (the “NYSE”) under the ticker symbols “PEW” and “PEWW,” respectively.
| 2. | LIQUIDITY AND GOING CONCERN |
Historically, the Company’s primary source of liquidity has been funds from operating activities. The Company reported operating income for the three and six months ended June 30, 2025 and 2024 and had positive cash flows from operations of $0.2 million for the six months ended June 30, 2025. As of June 30, 2025, the Company had aggregate cash and cash equivalents of $4.6 million and negative net working capital of $0.1 million.
At the Closing Date of the Business Combination, the Company received proceeds of approximately $119 million, after giving effect to all of the terms of the closing, which will be utilized to fund operations. Therefore, management believes that the Company’s existing cash resources coupled with the proceeds from the Business Combination will be sufficient to fund operations for at least the twelve months following the issuance of these financial statements. In addition, management believes that the Company will be able to obtain additional third-party debt or equity financing to support future operations, if necessary.
| 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The financial statements are presented in U.S. dollars, which represent the Company’s reporting currency. Unless otherwise noted, dollars are in thousands.
In December 2024, Pubco was formed for the sole purpose of effecting a business combination between the Company and Colombier. The Company and Colombier were both issued 500 shares, which constitutes 50% ownership of Pubco by both the Company and Colombier. Pubco was analyzed and determined to be a variable interest entity as it lacks sufficient equity at risk to sustain its operations. The Company does not have unilateral control of Pubco as all significant decisions require consent from the Company and Colombier. As such, the Company will account for its investment in Pubco using the equity method in accordance with Accounting Standards Codification (“ASC”) 323-10, “Investments – Equity Method and Joint Ventures”. As of June 30, 2025 and December 31, 2024, the investment balance was immaterial.
Correction of an Error
During the second quarter of 2025, it was determined that, in prior periods, deferred transaction costs were incorrectly presented as an operating activity within the statements of cash flows. These costs, which are directly related to the Company’s Business Combination, should have been presented as a financing activity for paid amounts and disclosed separately as a supplemental non-cash financing activity for unpaid amounts within the statements of cash flows. The Company corrected this presentation error beginning with the six months ended June 30, 2025. For the three months ended March 31, 2025, $0.8 million previously presented as an operating activity will be reclassified with $0.7 million presented as a financing activity and $0.1 million disclosed as a supplemental non-cash financing activity within the statements of cash flows. For the year ended December 31, 2024, $0.3 million previously presented as an operating activity will be reclassified with $0.1 million presented as a financing activity and $0.2 million disclosed as a supplemental non-cash financing activity within the statements of cash flows. The Company performed a quantitative and qualitative assessment of the errors and determined they did not have a material impact on any of the previously issued financial statements. Therefore, these immaterial errors have been corrected in the current period in accordance with the guidance under SEC Staff Accounting Bulletin Number 99, “Materiality”, which is since codified in ASC 250, “Accounting Changes and Error Corrections”.
6
METROPLEX TRADING COMPANY LLC (dba GrabAGun.com)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures of assets and liabilities as of the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Such estimates include those related to revenue recognition, vendor rebates, depreciable lives of fixed assets and capitalized software, allowance for sales returns, and incremental borrowing rates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The carrying values of cash and cash equivalents approximate their fair values due to the short-term nature of these instruments. Receivables from third-party financial institutions for credit card transactions and the Company’s Shoot Now Pay Later (“SNPL”) program are included as they typically settle within five days or less and are recorded at the expected realizable value, net of any fees owed to the credit card processor and the financing entity.
The Company has established an allowance for expected credit losses based upon its analysis of aged receivables and economic conditions. Past-due receivable balances are written off when the Company’s collection efforts have been unsuccessful in collecting the amounts due. As of June 30, 2025 and December 31, 2024, the Company has determined that substantially all amounts are collectible, and an allowance was not considered necessary.
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Cash | $ | 4,314 | $ | 6,917 | ||||
| Receivables from third-party financial institutions for credit card transactions | 233 | 884 | ||||||
| Receivables from third-party financial institutions for SNPL program | 95 | 86 | ||||||
| Cash and cash equivalents | $ | 4,642 | $ | 7,887 | ||||
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and receivables. The Company’s cash is held at financial institutions where account balances may at times exceed federally insured limits of $250,000. The Company has not experienced losses on these accounts, and management believes the Company is not exposed to significant risks on such accounts. The Company has historically not experienced any significant losses related to the collection of its receivables. Additionally, the Company has no financial instruments with off-balance sheet risk of loss.
Customer Concentration
As of June 30, 2025 and December 31, 2024, no customers accounted for more than 10% of accounts receivable. For the three and six months ended June 30, 2025 and 2024, no customers accounted for more than 10% of revenues.
Vendor Concentration
The Company purchases firearms and ammunition products included on its website directly from both manufacturers and wholesale distributors. While the Company sources products from a diverse vendor base, purchases from the Company’s largest wholesale distributors, defined as those accounting for 10% or more of cost of goods sold, represented approximately 39% and 47% of cost of goods sold for the three and six months ended June 30, 2025, respectively, and 52% of cost of goods sold for both the three and six months ended June 30, 2024.
7
METROPLEX TRADING COMPANY LLC (dba GrabAGun.com)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
Inventory, net
Inventories, which consist primarily of finished firearms and non-firearms goods, are valued at the lower of cost or net realizable value. Cost is determined using the weighted-average cost method and includes the cost of goods and related freight costs, if any.
The Company records adjustments to its inventories, which are reflected in cost of goods sold, if the cost of specific inventory items on hand exceeds the amount that the Company expects to realize from the ultimate sale or disposal of the inventory. A provision is recorded to reduce the cost of inventories to the estimated net realizable values, if necessary. No provision was recognized during the three or six months ended June 30, 2025 and 2024.
In addition, the Company records an estimated reserve amount for the net realizable value of expected future inventory returns related to the Company’s sale returns reserve. The inventory returns reserve balance was $0.2 million as of June 30, 2025 and $0.3 million as of December 31, 2024, and is included in inventory, net within the balance sheets.
Deferred Transaction Costs
Deferred transaction costs consist of direct legal, accounting, filing and other fees and costs directly attributable to the Company’s Business Combination (refer to Note 1 for more information). The Company capitalized deferred transaction costs prior to the close of the Business Combination and included within the balance sheets. Upon closing of the Business Combination, in July 2025, the Company reclassified all deferred transaction costs related to the Business Combination as a reduction to additional paid-in capital to offset the proceeds received upon the closing of the Business Combination. The deferred transaction costs were $1.7 million as of June 30, 2025 and $0.3 million as of December 31, 2024.
Capitalized Software, net
The Company capitalizes certain costs related to the development of its internal-use software, development of its website application, and implementation of certain hosting arrangements related to service contracts in accordance with ASC 350-40, “Intangibles — Goodwill and Other”. These costs consist primarily of internal and external labor and are capitalized during the application development stage, meaning when the research stage is complete, and management has committed to a project to develop software that will be used for its intended purpose. The Company also capitalizes costs incurred during subsequent efforts to significantly upgrade and enhance the functionality of the software. Capitalized costs are included in capitalized software, net within the balance sheets. Amortization of internal-use software costs is recorded on a straight-line basis over the estimated useful life and begins once the project is substantially complete and the software is ready for its intended purpose. Useful lives range from one to five years, and amortization is included within general and administrative expenses within the statements of operations.
Cloud Computing Arrangements
The Company incurs costs to implement cloud computing arrangements that are hosted by third-party vendors. For cloud computing arrangements that do not include a software license, implementation costs incurred during the application development stage are capitalized until the software is ready for its intended use. The costs are then amortized on a straight-line basis over the term of the associated hosting arrangement and are included within general and administrative expenses within the statements of operations. Capitalized costs related to cloud computing arrangements, net of accumulated amortization, are reported as a component of either prepaid and other current assets or other assets on the balance sheets, depending on the useful life. Cloud computing arrangement implementation costs are classified within operating activities in the statements of cash flows.
Capitalized costs related to cloud computing arrangements computing are tested for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. No impairment charges were recorded on any capitalized cloud computing implementation costs during the three or six months ended June 30, 2025 and 2024.
8
METROPLEX TRADING COMPANY LLC (dba GrabAGun.com)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
The Company’s capitalized implementation costs for cloud computing arrangements, net consisted of the following (in thousands):
| June 30, 2025 | ||||||||||||||
| Balance Sheet Location | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||
| Implementation costs, short-term | Prepaid and other current assets | $ | 15 | $ | — | $ | 15 | |||||||
| Implementation costs, long-term | Other assets | 50 | — | 50 | ||||||||||
| Total capitalized cloud computing arrangements implementation costs | $ | 65 | $ | — | $ | 65 | ||||||||
These cloud computing arrangements were primarily related to the implementation of the Company’s enterprise resource planning system, among other software implementations. As of June 30, 2025, the Company has not placed any cloud computing arrangement into service and therefore has not recorded any amortization expense during three or six months ended June 30, 2025 and 2024. As of the year ended December 31, 2024, the Company had no capitalized cloud computing arrangement implementation costs.
Property and Equipment, net
Property and equipment is stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over an asset’s estimated useful life as follows:
| Useful life | ||
| Furniture and fixtures | 7 years | |
| Computers, hardware and software | 5 years | |
| Leasehold improvements | Shorter of remaining useful life or lease term | |
| Equipment | 10 years |
Maintenance and repairs are charged to operating expense when incurred; additions and improvements that increase the useful life of the asset are capitalized. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected as other income or expense in the statements of operations.
Impairment of Long-Lived Assets
The Company reviews its long-lived assets, such as property and equipment, capitalized software, and operating lease right-of-use (“ROU”) asset for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If indicators of impairment are present, the Company will perform a recoverability test by comparing the sum of the estimated undiscounted future cash flows attributable to the asset or asset group in question to the carrying amount. If the undiscounted cash flows used in the test for recoverability are less than the asset or asset group’s carrying amount, the Company will determine the fair value of the asset or asset group and recognize an impairment loss if the carrying amount exceeds its fair value. No impairment charges were recorded on any long-lived assets during the three or six months ended June 30, 2025 and 2024.
9
METROPLEX TRADING COMPANY LLC (dba GrabAGun.com)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
Leases
The Company primarily leases real estate property under a non-cancelable operating lease agreement. On the lease commencement date, the Company recognizes an ROU asset representing its right to use the underlying asset for the lease term on the balance sheet along with the related lease liability representing its obligation to make lease payments arising from the lease. The ROU asset consists of: 1) the amount of the initial lease obligation; 2) any lease payments made to the lessor at or before the lease commencement date, minus any lease incentives received; and 3) any initial direct cost incurred by the Company. Initial direct costs are incremental costs of a lease that would not have been incurred if the lease had not been obtained and are capitalized as part of the ROU asset. The lease obligation equals the present value of the future cash payments discounted using the rate implicit in the lease whenever that rate is readily determinable. If the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate, which is determined by utilizing management judgment based on information available at lease commencement. Lease payments can include fixed payments, variable payments that depend on an index or rate known at the commencement date, and extension option payments or purchase options which the Company is reasonably certain to exercise. In the determination of the lease term, the Company considers the existence of extension or termination options and the probability of those options being exercised.
Operating lease expense equals the total cash payments recognized on a straight-line basis over the lease term and are reflected in general and administrative expenses within the statements of operations. The amortization of the right-of-use asset is calculated as the straight-line lease expense less the accretion of the interest on the lease obligation each period. The lease obligation is reduced by the cash payment less interest each period.
The Company’s operating lease is included in the operating lease ROU asset and lease liability within the balance sheets. The Company has no finance leases.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.
To measure the fair value of assets and liabilities, the Company uses the following fair value hierarchy based on three levels of inputs:
Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.
Level 2—Observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices that are observable or are derived principally from, or corroborated by, observable market data by correlation or other means.
Level 3—Unobservable inputs are used when little or no market data is available.
For financial assets and liabilities, including cash and cash equivalents, prepaid expenses and other current assets, other assets, accounts payable, and accrued expenses and other current liabilities, the carrying value approximates fair value due to the relatively short maturity period of these balances.
Vendor Rebates
From time to time, depending on marketing programs offered by vendors, the Company is eligible for rebates based on volume purchases and other parameters determined by vendors. The Company records the rebates as a reduction to the cost of inventory. The Company records such rebates throughout the fiscal year based on actual results achieved on a year-to-date basis and its expectation that purchase levels and other parameters will be met to earn the rebates.
10
METROPLEX TRADING COMPANY LLC (dba GrabAGun.com)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
Revenue Recognition
Revenue is recognized upon satisfaction of all contractual performance obligations and transfer of control to the customer and is measured as the amount of consideration to which the Company expects to be entitled in exchange for corresponding goods or services. Substantially all of the Company’s sales are single performance obligation arrangements for retail sale transactions directly from the Company’s website or mobile app for which the transaction price is equivalent to the stated price of the product or service, net of any stated discounts applicable at a point in time. Each sales transaction results in an implicit contract with the customer to deliver a product or service at the point of sale.
Revenue from retail sales, including sales in which products ordered from distributors are shipped directly to customers (“drop-ship” sales arrangements), is recognized upon delivery of merchandise to the customer’s desired location. As the Company ships large volumes of packages through multiple carriers, actual delivery dates may not always be available; as such, the Company estimates delivery dates based on historical data.
Certain revenues earned by the Company require judgment to determine if revenue should be recorded gross as principal or net of related costs as an agent, including drop-ship arrangements and third-party shipping and handling costs. For drop-ship arrangements, the Company has concluded that it acts as the principal in the transaction because it maintains control over the product throughout the order process, including directing the shipment, determining the price, and bearing inventory risk. The Company has determined it is the principal in transactions involving shipping and handling costs, as these services are integrated into the fulfillment of the customer’s order and are part of its performance obligation to deliver the product to the customer’s desired location. As such, the Company has concluded that it is acting as the principal, and revenue is recorded gross in net revenues and cost of goods sold within the statements of operations. Sales tax amounts collected from customers that are assessed by a governmental authority are excluded from revenue.
Generally, customers may return non-firearm products within 30 days of purchase. Revenue is recognized net of expected returns, which the Company estimates using historical return patterns and its expectation of future returns. The Company’s sales returns reserve totaled $0.3 million as of June 30, 2025 and $0.4 million as of December 31, 2024, and is included in accrued expenses and other current liabilities within the balance sheets.
Gift Card Sales
Additionally, the Company sells gift cards, which do not have expiration dates, and does not deduct non-usage fees from outstanding gift card balances. Gift card sales represent an open performance obligation for the future delivery of promised goods or services to be provided by the Company and is considered a liability to be subsequently recognized as revenue upon redemption by the customer, which is typically within one year of issuance. Over time, a portion of the outstanding balance of gift cards will not be redeemed by the customer, which is referred to as “breakage”. Revenue is recognized for expected breakage over time in proportion to the pattern of redemption by customers to the extent that breakage revenue is not immaterial. The determination of the gift card breakage is based on the Company’s specific historical redemption patterns. As of June 30, 2025 and December 31, 2024, unredeemed gift card balances were immaterial.
Transfer and Background Check Procedures
Because the Company sells firearms direct to consumers from its store-front location and because the Company receives firearm shipments from other sellers which the Company provides to the consumer at the Company’s store-front location, the Company is subject to regulation by the Bureau of Alcohol, Tobacco, Firearms and Explosives (“ATF”). The ATF requires entities that physically transfer firearms to consumers to hold a Federal Firearm License (“FFL”) and to perform certain transfer and background check procedures prior to transferring the firearm to the consumer. Consequently, the Company is required to hold an FFL and provide its customers with the option to select the Company’s location for completing the required firearm transfer and background check procedures. Customers may also select any of a number of other FFL locations that are listed within the United States. If the customer selects a non-Company FFL location, the Company ships the firearm ordered by the customer directly to the FFL selected by the customer. The customer then completes the necessary firearm transfer and background check procedures at that location. Because the Company is listed as an FFL location to process firearm transfer and background check procedures, the Company occasionally receives firearms not purchased from its website for which it has responsibility to complete the necessary transfer and background check procedures prior to transferring the firearm to the consumer. In these cases, the Company charges a fee for the transfer and background check procedures. Revenue is recognized at a point in time when the transfer and background check procedures are completed.
11
METROPLEX TRADING COMPANY LLC (dba GrabAGun.com)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
Unearned Revenue
Unearned revenue is recorded when payments are received or due in advance of completing performance obligations, which primarily relates to the timing difference between the customer order date and the delivery date to the customer’s desired location, as each customer is required to pay for its order at the time purchase. The Company’s unearned revenue balance within its balance sheets as of June 30, 2025 and December 31, 2024 totaled $1.8 million and $2.3 million, respectively. These balances are recognized as revenue upon transfer of control, which is typically within the first month of the following fiscal period.
Disaggregated Revenue Information
The following table represents a disaggregation of revenue by category. The Company notes that revenue recognition processes are consistent between each category as substantially all of the Company’s sales consist of retail sale transactions directly from its website.
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Firearm Sales | $ | 17,836 | $ | 16,098 | $ | 37,438 | $ | 36,351 | ||||||||
| Non-Firearm Sales | 3,392 | 4,293 | 7,121 | 10,640 | ||||||||||||
| Total Sales | $ | 21,228 | $ | 20,391 | $ | 44,559 | $ | 46,991 | ||||||||
Cost of Goods Sold
Cost of goods sold includes all product related costs (inclusive of vendor rebates, related inventory reserves, and credit card processor fees) and consists of costs to receive and warehouse products. These costs include internal quality assessments of products purchased from vendors, in addition to packing and shipping products ordered by customers. These costs exclude depreciation expense related to property and equipment as the Company does not manufacture any products sold to customers.
Income Taxes
The Company is a limited liability company but has elected to be treated as an S corporation for federal and state tax purposes with all income tax liabilities and benefits of the Company being passed through to the members. As such, no recognition of federal or state income taxes for the Company has been provided for in the accompanying financial statements.
The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”, which prescribes a recognition threshold and measurement process for accounting for uncertain tax positions and also provides guidance on various related matters such as derecognition, interest, penalties and disclosures required. The Company does not have any entity-level uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdictions and various state jurisdictions. Generally, the Company is subject to examination by U.S. federal (or state and local) income tax authorities for three years from filing a tax return.
Net Income per Unit
Basic net income per membership interest unit is computed by dividing net income attributable to members by the weighted average number of member units outstanding during the reporting period. Diluted net income per membership interest unit is computed similar to basic net income per unit except that the denominator is increased to include the number of additional member units that would have been outstanding if the potential member unit equivalents had been issued and if the additional member units were dilutive. There were no dilutive member units issued or outstanding for the three and six months ended June 30, 2025 and 2024; as such, there is no difference between basic net income per unit and diluted net income for the three and six months ended June 30, 2025 and 2024.
12
METROPLEX TRADING COMPANY LLC (dba GrabAGun.com)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
Recent Accounting Pronouncements
Accounting Pronouncements Recently Adopted
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which introduced key amendments to enhance disclosures for public entities’ reportable segments. The amendments require disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. The amendments also expand the interim segment disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all prior periods presented in the financial statements. The Company adopted ASU 2023-07 on January 1, 2024. The adoption of this standard did not have a material impact on the Company’s financial statements but resulted in expanded disclosures within the segment reporting footnote.
In December 2023, FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides qualitative and quantitative updates to rate reconciliation and income taxes paid disclosures. The amendments enhance the transparency of income tax disclosures by requiring consistent categories, greater disaggregation of information within the rate reconciliation, and jurisdiction-specific disaggregation of income taxes paid. The Company adopted ASU 2023-09 effective January 1, 2025, applying the amendments prospectively as allowed under the guidance. The adoption of ASU 2023-09 did not have a material impact on the Company’s financial statements.
In March 2024, the FASB issued ASU 2024-01, “Compensation — Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards” (“ASU 2024-01”). This update provides clarifying guidance by adding an illustrative example demonstrating the application of the scope guidance in paragraph 718-10-15-3, which determines whether profits interest and similar awards should be accounted for in accordance with Topic 718, Compensation — Stock Compensation. The amendments under ASU 2024-01 are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. The Company adopted ASU 2024-01 effective January 1, 2025, using the prospective adoption method, whereby the amendments apply only to profits interest and similar awards granted or modified after the adoption date. The adoption did not result in a material impact on the Company’s financial statements.
Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. Additionally, in January 2025, the FASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date” (“ASU 2025-01”), to clarify the effective date of ASU 2024-03. The standard requires breaking down expenses into specific categories, such as employee compensation and costs related to depreciation and amortization, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. This ASU also requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for the Company beginning in fiscal year 2027 and interim periods beginning in fiscal year 2028, either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its financial statement disclosures.
13
METROPLEX TRADING COMPANY LLC (dba GrabAGun.com)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
| 4. | SIGNIFICANT BALANCE SHEET COMPONENTS |
Capitalized software, net
Capitalized software, net consisted of the following:
| June 30, 2025 | ||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||
| Website development | $ | 1,106 | $ | 995 | $ | 111 | ||||||
| Internal-use software | 967 | 615 | 352 | |||||||||
| Implementation costs | 13 | 13 | — | |||||||||
| Total capitalized software | $ | 2,086 | $ | 1,623 | $ | 463 | ||||||
| December 31, 2024 | ||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||
| Website development | $ | 1,021 | $ | 965 | $ | 56 | ||||||
| Internal-use software | 900 | 552 | 348 | |||||||||
| Implementation costs | 13 | 13 | — | |||||||||
| Total capitalized software | $ | 1,934 | $ | 1,530 | $ | 404 | ||||||
Additions to capitalized software were $0.2 million for both the six months ended June 30, 2025 and year ended December 31, 2024.
Amortization expense was $0.1 million for both the three months ended June 30, 2025 and 2024, and $0.1 million and $0.2 million for the six months ended June 30, 2025 and 2024, respectively, and is included in general and administrative expenses.
As of June 30, 2025, estimated future amortization expense is expected as follows:
| Estimates for the year | ||||
| Remainder of 2025 | $ | 86 | ||
| 2026 | 141 | |||
| 2027 | 104 | |||
| 2028 | 76 | |||
| 2029 | 47 | |||
| Thereafter | 9 | |||
| Total capitalized software, net | $ | 463 | ||
Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consisted of the following:
June
30, | December 31, 2024 | |||||||
| Sales return estimate | $ | 266 | $ | 409 | ||||
| Accrued professional services | 33 | 314 | ||||||
| Accrued credit card payable | 360 | 356 | ||||||
| Other accrued liabilities | 5 | — | ||||||
| Total accrued expenses and other current liabilities | $ | 664 | $ | 1,079 | ||||
14
METROPLEX TRADING COMPANY LLC (dba GrabAGun.com)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
| 5. | MEMBERS’ CAPITAL |
The Company has 100 total units of membership interest that are held by four members. Each member equally shares a pro rata ownership percentage in the Company’s capital, profits, losses, and distributions. As of June 30, 2025 and December 31, 2024, 100 membership interest units were issued and outstanding.
| 6. | LEASES |
The Company leases certain office and warehouse space under a single long-term, non-cancelable operating lease. This lease includes one or more options to renew the lease term or terminate the lease. The exercise of these options is at the Company’s discretion and is therefore included in the determination of the lease term when it is reasonably certain the Company will exercise such options. As the Company’s lease does not contain a readily determinable implicit rate, the Company determined the present value of the lease liability using its incremental borrowing rate at the lease commencement date. The Company’s lease is classified as an operating lease.
As of June 30, 2025, future payments associated with the Company’s operating lease liability were as follows:
| Six months ending June 30, | Amount | |||
| Remainder of 2025 | $ | 122 | ||
| 2026 | 41 | |||
| 2027 | — | |||
| 2028 | — | |||
| 2029 | — | |||
| Thereafter | — | |||
| Total minimum lease payment | $ | 163 | ||
| Less: amount representing interest | (3 | ) | ||
| Present value of operating lease obligations | $ | 160 | ||
| Operating lease liability, current | 160 | |||
| Operating lease liability, non-current | — | |||
| Total operating lease liability | $ | 160 | ||
The remaining lease term and discount rate related to the Company’s ROU asset and lease liability for its operating lease were as follows:
June
30, | December 31, 2024 | |||||||
| Remaining lease term (in years) | 0.66 | 1.16 | ||||||
| Discount rate | 6.12 | % | 6.12 | % | ||||
Supplemental information concerning the cash flow impact arising from the Company’s lease recorded in the Company’s statements of cash flows is detailed in the following table:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Cash paid for amounts included in the measurement of lease liability | $ | 61 | $ | 58 | $ | 120 | $ | 115 | ||||||||
15
METROPLEX TRADING COMPANY LLC (dba GrabAGun.com)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
| 7. | RESTRICTED MEMBER INTEREST UNITS |
On January 6, 2025, the Company granted restricted member interest units (“RUs”) to a consultant, valued at $2.9 million as of the date of grant. The RUs include a performance vesting condition tied to the consummation of the Business Combination. Upon the close of the Business Combination, the RUs will be settled in the form of 300,000 shares of Pubco common stock, otherwise they will be forfeited if the Business Combination is not completed.
The Company determined that these awards fall within the scope of ASC 718, “Compensation — Stock Compensation”. For the six months ended June 30, 2025, the Company did not recognize compensation costs related to the RUs since the performance condition was determined to be “not probable.” Upon the close of the Business Combination, the performance condition was deemed satisfied; therefore, compensation costs will be recognized in July 2025.
| 8. | SEGMENT INFORMATION |
The Company operates as a single operating segment. The Company’s chief operating decision maker is one individual and has the role of Chief Executive Officer (the “CODM”). The CODM reviews financial information including operating results and assets on a company-wide basis, accompanied by disaggregated information about the Company’s revenue. For information about how the Company derives revenue, as well as the Company’s accounting policies, refer to Note 3.
The CODM uses multiple measures of performance including net income to assess performance, evaluate cost optimization, and allocate financial, capital and personnel resources. Asset information is not presented as the CODM does not use asset information for purposes of making operating decisions, allocating resources, and evaluating financial performance.
The following table sets forth significant expense categories and other specified amounts included in net income that are reviewed by the CODM, or are otherwise regularly provided to the CODM, for the three and six months ended June 30, 2025 and 2024:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net revenues | $ | 21,228 | $ | 20,391 | $ | 44,559 | $ | 46,991 | ||||||||
| Less: | ||||||||||||||||
| Inventory and product costs | 18,273 | 17,536 | 38,350 | 41,289 | ||||||||||||
| Depreciation and amortization expense | 50 | 86 | 101 | 173 | ||||||||||||
| Other costs and expenses(1) | 2,315 | 1,935 | 5,453 | 4,008 | ||||||||||||
| Interest income | (40 | ) | (46 | ) | (93 | ) | (119 | ) | ||||||||
| Net income | $ | 630 | $ | 880 | $ | 748 | $ | 1,640 | ||||||||
| (1) | Other costs and expenses primarily consists of employee compensation expense, legal and professional services, shipping expenses, payment processing fees, and program and web development expenses. |
As of June 30, 2025 and December 31, 2024, all of the Company’s property and equipment were maintained in the United States. For the three and six months ended June 30, 2025 and 2024, all of the Company’s revenues and expenses were generated and incurred in the United States.
16
METROPLEX TRADING COMPANY LLC (dba GrabAGun.com)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
| 9. | COMMITMENTS AND CONTINGENCIES |
Litigation
From time to time, the Company may become involved in various litigation and administrative proceedings relating to claims arising from its operations in the normal course of business. Management believes that the ultimate resolution of any such matter will not have a material adverse effect on the financial position or results of operations of the Company.
Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred, and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.
In April 2021, the Company entered into a transaction advisory service agreement to facilitate potential corporate transactions, including mergers, acquisitions, and restructurings. Under the agreement, the Company is obligated to pay the advisor a tiered fee based on the transaction value, ranging from 2% to 5%, with a minimum fee of $1.5 million. The terms of the transaction fee were renegotiated in January 2025, in anticipation of the Business Combination with Colombier. Under the terms of the amended agreement, the Company will pay a fixed fee of $2.5 million to the advisor if the transaction is consummated. As of June 30, 2025 and December 31, 2024, no amounts related to this contingent obligation have been recognized in the financial statements. Upon the close of the Business Combination, the contingency was settled.
There were no other commitments and contingencies as of June 30, 2025 and December 31, 2024.
| 10. | SUBSEQUENT EVENTS |
The Company has evaluated subsequent events through August 14, 2025, which is the date the financial statements were available to be issued.
On July 15, 2025, the Company consummated the Business Combination (see Note 1).
17
Exhibit 99.4
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GRABAGUN
Capitalized terms included below but not defined in this Exhibit 99.4 have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K (the “Original Report”) filed with the Securities and Exchange Commission (the “Commission”) on July 18, 2025 (as amended by the Current Report on Form 8-K/A to which this Exhibit 99.4 is attached (“Amendment No. 1”)) and, if not defined in the Original Report (as amended by Amendment No. 1), the final prospectus and definitive proxy statement (the “Proxy Statement/Prospectus”) filed with the Commission on June 23, 2025.
The following discussion and analysis of the financial condition and results of operations of Metroplex Trading Company LLC (doing business as GrabAGun.com), a Texas limited liability company now known as GrabAGun LLC (“GrabAGun”), should be read together with GrabAGun’s unaudited financial statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024, and the unaudited pro forma condensed combined financial information of GrabAGun, Colombier and the Company as of and for the six months ended June 30, 2025 and the year ended December 31, 2024 included as Exhibits 99.3 and 99.5 to Amendment No. 1, respectively, and other information included elsewhere in this filing and the Proxy Statement/Prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in the Proxy Statement/Prospectus. Additionally, our historical results are not necessarily indicative of the results that may be expected for any future period. Amounts are presented in U.S. dollars.
Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “GrabAGun”, “we”, “us”, “our”, and the “Company” are intended to refer to (i) following the Business Combination, the business and operations of GrabAGun Digital Holdings, Inc. and its consolidated subsidiaries, and (ii) prior to the Business Combination, Metroplex Trading Company LLC.
Overview
GrabAGun is a multi-brand eCommerce retailer of firearms, ammunition and related accessories, which we offer for sale on our website. Our broad selection of product offerings ranges from carry handguns and sporting long guns to an assortment of firearm ammunition, magazines and optics. We source these products from more than 2,000 leading and emerging brands such as Smith & Wesson Brands, Sturm, Ruger & Co., Sig Sauer and Glock, for whom we serve as a non-exclusive online sales partner. Our firearms products are purchased by customers online through our eCommerce site and delivered to the customers’ choice of over 42,000 federal firearm licensed dealers or, with respect to most accessories and other eligible products, delivered directly to customers. Our collaborative business relationships and multi-brand vendor strategy enable us to offer more than 78,000 products, which we believe to be one of the most expansive product assortments currently offered among firearms and ammunition industry retailers. For the three months ended June 30, 2025 and 2024, we generated $21.2 million and $20.4 million in net revenues, respectively, and had net income of $0.6 million and $0.9 million, respectively. For the six months ended June 30, 2025 and 2024, we generated $44.6 million and $47.0 million in net revenues, respectively, and had net income of $0.7 million and $1.6 million, respectively.
Our goal is to have our customers, regardless of whether they are first-time buyers or long-term sportsmen and enthusiasts, view us as an extension of their Second Amendment (“2A”) right and a trusted source to buy and own a firearm for recreational target shooting, hunting, home and personal defense, and other lawful purposes. Further, we believe our digital-forward, mobile-accessible eCommerce platform supported by our proprietary tech stack makes GrabAGun well positioned to continue to capture the business of the growing group of technology-savvy and younger customers who expect the convenience and seamless customer experience we offer to purchasers of firearms, ammunition and related accessories. In the future, we aim to further expand our business, leveraging the experience and reach of our advisors, consultants and other business relationships we may establish as a public company to continue to serve the next generations of 2A enthusiasts.
Recent Developments
Business Combination
On January 6, 2025, GrabAGun entered into the Merger Agreement with Colombier, Pubco and Company Merger Sub; and upon subsequent execution of a joinder agreement, Purchaser Merger Sub also became a party to the Merger Agreement, a copy of which is attached as an exhibit to the Original Report as Exhibit 2.1.
On July 15, 2025 (the “Closing Date”), we consummated the Business Combination. The Business Combination was accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Under this method of accounting, Colombier was treated as the “acquired” company for financial reporting purposes and GrabAGun (i.e., Metroplex Trading Company LLC) was treated as the “acquirer”. In connection with the closing of the Business Combination, Colombier changed its name from Colombier Acquisition Corp. II to GAG Surviving Corporation, Inc. On July 16, 2025, GrabAGun changed its name from Metroplex Trading Company LLC to GrabAGun LLC.
On July 16, 2025, our common stock and warrants to purchase our common stock began trading on the NYSE under the symbols “PEW” and “PEWW,” respectively.
See Note 1 in GrabAGun’s unaudited financial statements for the three and six months ended June 30, 2025 and 2024, included elsewhere in this filing, for more information concerning the closing of the Business Combination within the section titled “Organization and Description of Business”.
Key Factors Affecting Our Performance
Our results of operations and our ability to grow our business over time could be impacted by a number of factors and trends that affect our industry generally, as well as new offerings of products and services we may acquire or seek to acquire in the future. Additionally, our business is concentrated in certain markets, putting us at risk of region-specific disruptions such as adverse economic, regulatory, political, and other conditions; we are also subject to certain seasonal risks. See “Risk Factors” in the Proxy Statement/Prospectus for further discussion of risks affecting our business. We believe the factors discussed below are key to our success.
Vendor partner relationships
All of the firearms, ammunition and related accessories offered on our eCommerce platform are supplied by wholesale distributors and original manufacturers (referred to herein as our “vendor partners”). Although we have long-established relationships with many of our vendor partners, we generally do not maintain long-term contracts with them, as is typical in the markets in which we compete, although we may do so from time to time. Instead, purchases from our vendor partners are generally made by means of standard purchase orders that specify only prices and quantities for the products purchased and payment terms, with no additional material terms or conditions. A reduction in vendor partner programs or our failure to timely react to changes in vendor partner programs could have an adverse effect on our business, results of operations or cash flows. In addition, a reduction in the amount or a change in the terms of credit granted to us by our vendor partners could increase our need for, and the cost of, working capital and could have an adverse effect on our business, results of operations or cash flows.
From time to time, vendor partners may terminate or limit our ability to sell some or all of their products or change the terms and conditions that apply to our purchases of their products. For example, there is no assurance that, as our vendor partners continue to sell directly to end users and through distributors and resellers, they will not limit or curtail the availability of their products to eCommerce retailers like us. Any such termination or limitation or the implementation of such changes could have a negative impact on our business, results of operations or cash flows.
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We purchase the firearms and ammunition products offered on our eCommerce platform directly from both wholesale distributors and original manufacturers. For the year ended December 31, 2024, we purchased approximately 97% of the products we sold from wholesale distributors and the remaining 3% directly from firearms manufacturers, measured by product cost. Although we purchase from a diverse vendor base, in 2024, the products we purchased from wholesale distributors Sports South, LLC, Big Rock Sports, LLC and Bill Hicks & Co, Ltd. (our three largest wholesale distributor partners during calendar year 2024 by product cost), represented approximately 26%, 13% and 10%, respectively, of total purchases during 2024 by product cost. In addition, sales of products manufactured by Smith & Wesson Brands, Sturm, Ruger & Co., Sig Sauer and Glock, whether purchased directly from these manufacturers or from a wholesale distributor, represented approximately 8%, 8%, 5% and 3%, respectively, of our 2024 sales. The loss of, or change in business relationship with, any of these or any other key vendor partners, or the diminished availability of their products, including due to backlogs for their products, could reduce the supply and impact the cost of products we sell and negatively impact our competitive position.
Further, the sale, spin-off or combination of any of our key vendor partners and/or certain of their business units, including any such sale to or combination with a vendor with whom we do not currently have a commercial relationship or whose products we do not sell, or our inability to develop relationships with new and emerging vendors and vendors from which we have not historically purchased products offered on our eCommerce platform, could have an adverse impact on our business, results of operations or cash flows.
Vendor partner offerings and competitiveness
The firearms and ammunition industry is characterized by rapid innovation and the frequent introduction of new and enhanced firearms, ammunition, and related accessories, as well as non-firearms products that appeal to outdoor enthusiasts. We have been and will continue to be dependent on innovations in these products, as well as the acceptance of those innovations by customers. Also, customers may delay spending while they evaluate new firearms-related products. A decrease in the rate of innovation, a lack of acceptance of innovations by our customers or delays in spending by our customers could have an adverse effect on our business, results of operations or cash flows.
In addition, if we are unable to anticipate and expand our capabilities to keep pace with changes in new firearms, ammunition and related accessories, for example by providing appropriate training to our sales personnel to enable them to effectively sell and deliver such new offerings to customers, our business, results of operations or cash flows could be adversely affected.
We also are dependent upon our vendor partners for the development and marketing of firearms, ammunition and related accessories to compete effectively with the firearms, ammunition and related accessories of vendors whose products we do not currently offer or that we are unable to offer on our eCommerce platform. To the extent that a vendor’s offering that is in high demand is not available to us for resale on our platform, and there is not a competitive offering from another vendor available to us, or if we are unable to develop relationships with new vendors that we have not historically worked with, our business, results of operations or cash flows could be adversely impacted.
Exposure to potential product liability, warranty liability, or personal injury claims and litigation
The products sold on our eCommerce platform are used in activities and situations that may involve risk of personal injury and death. Any improper or illegal use by customers of firearms or ammunition sold on our eCommerce platform could potentially expose us to product liability, warranty liability and personal injury claims and litigation relating to the use or misuse of products sold on our website, including allegations of a failure to warn of dangers inherent in the product or activities associated with the product, negligence and strict liability. If successful, any such claims could have a material adverse effect on our reputation, business, operating results and financial condition. Defects in products sold on our platform may also result in a loss of sales, recall expenses, delay in market acceptance and damage to our reputation and increased warranty costs, which could have a material adverse effect on our business, operating results and financial condition. Although we maintain product liability insurance in amounts that we believe are reasonable, we may not be able to maintain such insurance on acceptable terms, if at all, in the future and product liability claims may exceed the amount of insurance coverage or may not be covered by our insurance policies. In addition, our reputation may be adversely affected by such claims, whether or not successful, including potential negative publicity about our products.
We may also incur losses due to lawsuits, including potential class action suits, relating to our policies on the sale of firearms and ammunition, our performance of background checks on firearms and ammunition purchases and compliance with other sales laws and regulations as mandated by state and federal laws, including lawsuits by municipalities or other organizations attempting to recover costs from retailers of firearms and ammunition.
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Supply chain and logistics
Our business depends on the timely supply of firearms, ammunition and related accessories in order to meet the demands of our customers. Manufacturing interruptions or delays, including as a result of the financial instability or bankruptcy of manufacturers, significant labor disputes such as strikes, natural disasters (which may increase in number or severity as a result of climate change), political or social unrest, armed conflict, pandemics or other public health crises, or other adverse occurrences affecting any of our suppliers’ facilities could disrupt our supply chain. We have not experienced but could in the future experience product constraints due to the failure of suppliers to accurately forecast customer demand, or to manufacture sufficient quantities of products to meet customer demand, among other reasons. Additionally, the relocation of key distributors utilized in our purchasing model could increase our need for, and the cost of, working capital and have an adverse effect on our business, results of operations or cash flows.
We generally ship firearms products to firearms and ammunition dealers (or, with respect to most accessories and other eligible products, to) our customers), by FedEx, United Parcel Service and other commercial delivery services and invoice customers for delivery charges. If we are unable to pass on to our customers future increases in the cost of commercial delivery services (including those that may result from an increase in fuel or personnel costs or a need to use higher cost delivery channels during periods of increased demand), our profitability could be adversely affected. Additionally, strikes, inclement weather, natural disasters or other service interruptions by such shippers or periods of increased demand for delivery services could materially and adversely affect our ability to deliver or receive products on a timely basis.
If our warehouse and fulfillment operations were to be seriously damaged or disrupted by a natural disaster, which may increase in number or severity as a result of climate change, or other adverse occurrence, including disruption related to political or social unrest, we could utilize another facility or third-party distributors to ship products to firearm and ammunition dealers and our customers. However, this may not be sufficient to avoid interruptions in our business and may not enable us to meet all of the needs of our customers and would cause us to incur incremental operating costs.
Components of Results of Operations
Net Revenues
To date, substantially all of our revenue has been generated from retail sales, including drop-ship sales arrangements for both firearm and non-firearm products. A smaller percentage of revenue to date has been generated from the sale of gift cards, firearm transfer fees, and background check services for products not purchased through our platform.
Most of our sales are single performance obligation arrangements for retail sale transactions directly from our website or mobile app for which the transaction price is equivalent to the stated price of the product or service, net of any stated discounts applicable at a point in time. Each sales transaction results in an implicit contract with the customer to deliver a product or service at the point of sale. Revenue from retail sales, including sales in which products ordered from distributors are shipped directly to our customers (“drop-ship” sales arrangements), is recognized upon delivery of merchandise to the customer’s desired location. Sales tax amounts collected from customers that are assessed by government agencies are excluded from revenue. Customers generally have the option to return non-firearm products within 30 days of purchase. Revenue is recognized net of estimated returns, which are calculated based on historical returns and expected future market conditions.
See Note 3 in GrabAGun’s unaudited financial statements for the three and six months ended June 30, 2025 and 2024, included elsewhere in this filing, for more information concerning our revenue recognition policies within the section titled “Summary of Significant Accounting Policies”.
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Cost of Goods Sold
Cost of goods sold consists of all product-related costs (inclusive of vendor rebates, related inventory reserves, and credit card processor fees), as well as costs to receive and warehouse products. These costs include internal quality assessments of products purchased from vendors, in addition to packing and shipping products ordered by customers. These costs exclude depreciation expenses related to property and equipment as we do not manufacture our products. Additionally, we primarily rely on delivery carriers, FedEx and UPS, for the delivery of our products. In the event of an interruption or disruption in the delivery capabilities of FedEx or UPS, we may not be able to obtain an alternative delivery service without incurring material additional costs and substantial delays for the delivery of our products, which could adversely impact our business and operating results. We expect our cost of goods sold as a percentage of revenue to decrease over time as we continue to grow and scale our business.
Operating Expenses
Our operating expenses consist of (i) sales and marketing expenses and (ii) general and administrative expenses. The most significant component of our operating expenses are personnel-related costs, such as salaries, benefits, and bonuses. As we continue to invest significant resources into supporting our growth, we anticipate that operating expenses will increase in absolute dollar amounts while decreasing as a percentage of net revenues over time.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of salaries, benefits, bonuses, consultant fees, and direct marketing costs related to the promotion of our eCommerce platform and product offerings. We expect, going forward, these expenses to grow in absolute dollar amounts as we continue to expand our marketing efforts, scale our operations, and increase brand awareness, but decline as a percentage of net revenues over time. Our inability to scale our expenses could negatively impact profitability.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel-related costs, including salaries, benefits, bonuses, travel, and other administrative-related expenses for personnel engaged in executive, finance, legal, human resources, and other administrative functions. Other significant costs include information technology, professional services, insurance, amortization of capitalized software, depreciation of property and equipment, and lease expense related to our warehouse. In the future, we also expect to incur increased expenses related to audit, legal, regulatory, and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance premiums, and investor relations costs associated with operating as a public company. As a result, we expect that general and administrative expenses will increase in absolute dollars in future periods but decline as a percentage of net revenues over time. Our inability to scale our expenses could negatively impact profitability.
Other Income
Other income consists of interest earned on our cash balance, in addition to the Employee Retention Tax Credit (“ERTC”) received during the three and six months ended June 30, 2024.
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Results of Operations
The results of operations presented below should be reviewed in conjunction with GrabAGun’s unaudited financial statements for the three and six months ended June 30, 2025 and 2024, included elsewhere in this filing.
Comparison of the three and six months ended June 30, 2025 and 2024
The following table sets forth our results of operations for the periods presented (in thousands, except percentages):
| Three Months Ended June 30, | $ | % | ||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Net revenues | $ | 21,228 | $ | 20,391 | $ | 837 | 4 | % | ||||||||
| Cost of goods sold | 19,178 | 18,331 | 847 | 5 | % | |||||||||||
| Gross profit | 2,050 | 2,060 | (10 | ) | (0 | )% | ||||||||||
| Operating expenses: | ||||||||||||||||
| Sales and marketing | 122 | 122 | — | — | % | |||||||||||
| General and administrative | 1,339 | 1,225 | 114 | 9 | % | |||||||||||
| Total operating expenses | 1,461 | 1,347 | 114 | 8 | % | |||||||||||
| Income from operations | 589 | 713 | (124 | ) | (17 | )% | ||||||||||
| Other income | 41 | 167 | (126 | ) | (75 | )% | ||||||||||
| Net income | $ | 630 | $ | 880 | $ | (250 | ) | (28 | )% | |||||||
| Six Months Ended June 30, | $ | % | ||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Net revenues | $ | 44,559 | $ | 46,991 | $ | (2,432 | ) | (5 | )% | |||||||
| Cost of goods sold | 40,246 | 42,840 | (2,594 | ) | (6 | )% | ||||||||||
| Gross profit | 4,313 | 4,151 | 162 | 4 | % | |||||||||||
| Operating expenses: | ||||||||||||||||
| Sales and marketing | 262 | 274 | (12 | ) | (4 | )% | ||||||||||
| General and administrative | 3,397 | 2,477 | 920 | 37 | % | |||||||||||
| Total operating expenses | 3,659 | 2,751 | 908 | 33 | % | |||||||||||
| Income from operations | 654 | 1,400 | (746 | ) | (53 | )% | ||||||||||
| Other income | 94 | 240 | (146 | ) | (61 | )% | ||||||||||
| Net income | $ | 748 | $ | 1,640 | $ | (892 | ) | (54 | )% | |||||||
Net Revenues
Net revenues increased by $0.8 million or 4%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase was primarily driven by fluctuations within the firearm and non-firearm product categories, as outlined below:
| · | Firearm sales increased by $1.7 million or 11%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. This increase was primarily due to a 16% increase in sales volume, partially offset by a 4% decrease in average sales price. |
| · | Non-firearm sales decreased by $0.9 million or 21%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. This decrease was primarily driven by a 39% reduction in sales volume of non-firearm products, partially offset by a 30% increase in average sales prices. |
Net revenues decreased by $2.4 million or 5%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The decrease was primarily driven by fluctuations within the firearm and non-firearm product categories, as outlined below:
| · | Firearm sales increased by $1.1 million or 3%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. This increase was primarily due to a 12% increase in sales volume, partially offset by an 8% decrease in average sales price. |
| · | Non-firearm sales decreased by $3.5 million or 33%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. This decrease was primarily driven by a 45% reduction in sales volume of non-firearm products, partially offset by a 22% increase in average sales prices. |
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Cost of Goods Sold
Cost of goods sold increased by $0.8 million or 5%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase was primarily driven by an increase in net revenues during the three months ended June 30, 2025.
Cost of goods sold decreased by $2.6 million or 6%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The decrease was primarily driven by a decrease in net revenues during the six months ended June 30, 2025.
Gross profit decreased by a nominal amount or 0%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024.
Gross profit increased by $0.2 million or 4%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The increase was primarily driven by a 12% increase in firearm sales volume.
Sales and Marketing Expense
Sales and marketing expense remained flat for the three months ended June 30, 2025, compared to the three months ended June 30, 2024.
Sales and marketing expense decreased by a nominal amount or 4% for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The decrease was primarily driven by reduced spending on the Company’s marketing activities.
General and Administrative Expense
General and administrative expense increased by $0.1 million or 9%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase was primarily driven by a $0.1 million increase in legal and professional fees. This increase largely resulted from non-recurring costs incurred in preparation of operating as a public company.
General and administrative expense increased by $0.9 million or 37%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The increase was primarily driven by a $0.9 million increase in legal and professional fees. This increase largely resulted from first-year audit fees and non-recurring costs incurred in preparation for the Business Combination that were not otherwise deferred.
Other Income
Other income decreased by $0.1 million or 75%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The decrease was primarily related to the ERTC received in the prior year.
Other income decreased by $0.1 million or 61%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The decrease was primarily related to the ERTC received in the prior year and lower interest income earned on daily cash sweep balances held in cash in the current period.
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Key Business Metrics, Selected Financial Data and Non-GAAP Reconciliation
We monitor a number of financial and non-financial measures and ratios on a regular basis in order to track the progress of our business and make adjustments as necessary. We believe that the most important of these measures and ratios include the following:
| ● | Net income: A primary measure of overall profitability. |
| ● | Margin: Gross profit margin, in dollar terms and as a percentage of net revenues, analyzed overall and by product category to assess profitability. |
In addition to these metrics, management utilizes Adjusted EBITDA and Adjusted EBITDA margin, non-GAAP financial measures, to supplement GAAP measures of performance as a tool to evaluate our historical financial and operational performance, identify trends affecting our business, and formulate business plans and make strategic decisions. Management believes that Adjusted EBITDA provides users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of non-cash expenses, including depreciation, amortization, and certain non-recurring costs, as management does not believe these expenses are representative of our core earnings. We also provide Adjusted EBITDA margin, which is calculated as Adjusted EBITDA divided by revenue.
The non-GAAP financial measures have not been calculated in accordance with GAAP and should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. We caution investors that non-GAAP financial information, by its nature, departs from traditional accounting conventions. Adjusted EBITDA is not a liquidity measure and should not be considered as discretionary cash available to us to reinvest in the growth of our business or to distribute to stockholders or as a measure of cash that will be available to us to meet our obligations.
We define Adjusted EBITDA as net income excluding non-cash expenses, including depreciation and amortization, and certain non-recurring costs. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.
The following table reconciles our GAAP and non-GAAP financial measures for the three and six months ended June 30, 2025 and 2024 (in thousands, except percentages):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net revenues | $ | 21,228 | $ | 20,391 | $ | 44,559 | $ | 46,991 | ||||||||
| Cost of goods sold | 19,178 | 18,331 | 40,246 | 42,840 | ||||||||||||
| Gross profit | 2,050 | 2,060 | 4,313 | 4,151 | ||||||||||||
| % gross profit | 10 | % | 10 | % | 10 | % | 9 | % | ||||||||
| Net income | $ | 630 | $ | 880 | $ | 748 | $ | 1,640 | ||||||||
| Add back: | ||||||||||||||||
| Depreciation and amortization | 50 | 86 | 101 | 173 | ||||||||||||
| Non-recurring costs (1) | 71 | — | 524 | — | ||||||||||||
| Adjusted EBITDA | $ | 751 | $ | 966 | $ | 1,373 | $ | 1,813 | ||||||||
| % Adjusted EBITDA margin | 4 | % | 5 | % | 3 | % | 4 | % | ||||||||
| (1) | Non-recurring costs consist of third-party accounting and consulting fees incurred in preparation for the Business Combination that are not otherwise deferred. |
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Liquidity and Capital Resources
Historically, we have financed operations primarily through cash generated from operating activities. Based on our current operating plans, we believe that the net proceeds we realize from the Business Combination, along with our existing cash and cash equivalent balance as of the date of this filing, will be sufficient to fund our projected operating expenses and capital expenditure requirements for at least twelve months following the date the unaudited financial statements for the three months and six months ended June 30, 2025 and 2024 included elsewhere in this filing are available to be issued. This estimate is based on assumptions that may prove to be incorrect, and we could use our available capital resources sooner than anticipated.
As of June 30, 2025 and 2024, the Company had a cash and cash equivalent balance of $4.6 million and $4.9 million, respectively. Excess cash is primarily invested in overnight cash sweeps, which offer high liquidity and strong credit ratings. Following the consummation of the Business Combination, we do not currently anticipate needing to raise additional capital in the near term and based on our current expectations with respect to cash to be generated from our operations. However, our liquidity needs will be dependent on the performance of our business. See “Risk Factors — GrabAGun may require additional funding to finance its operations, but adequate additional financing may not be available when it needs it, on acceptable terms or, at all” in the Proxy Statement/Prospectus for further discussion. By focusing on competitive pricing and operational efficiency, we seek to maximize customer satisfaction and lifetime value while maintaining strong profit margins. The digital-first approach also allows our company to scale efficiently and serve a nationwide customer base with ease.
Our future capital requirements will depend on many factors, including:
| ● | the cost and timing of developing or enhancing products and services; |
| ● | the achievement of expanding operations in the United States or internationally; |
| ● | our ability to capitalize on expanding consumer market demographics within the industry; |
| ● | the cost associated with hiring, training, and/or retaining employees; |
| ● | our ability to forecast demand and respond to changes in market conditions, including the seasonal nature of the business; |
| ● | our investments in our operational infrastructure, including supply-chain management and AI-driven information management systems; and |
| ● | our ability to acquire complementary businesses, products, or technologies. |
Our operating results are influenced by the seasonality of outdoor sporting activities, which can have an impact on the timing of costs and revenue. Unseasonable weather or deviations from typical seasonal weather patterns may potentially impact our financial position, results of operations, and cash flows.
For example, shipments of ammunition for hunting are typically high between the months of June and September in order to meet consumer demand for the fall hunting season and holidays. However, the seasonality of our sales trends may evolve over time, unexpectedly, or based on factors outside the control of the Company. These seasonal fluctuations in consumer behavior or demand may reduce our cash on hand, result in fluctuations of inventory levels, and ultimately may require us to raise additional capital through either debt or equity financing arrangement in order to fund our working capital needs.
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Comparison of the six months ended June 30, 2025 and 2024
The following table summarizes our cash flows for the periods presented (in thousands, except percentages):
| Six Months Ended June 30, | $ | % | ||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| Net cash provided by (used in) operating activities | $ | 212 | $ | (3,045 | ) | $ | 3,257 | 107 | % | |||||||
| Net cash used in investing activities | (158 | ) | (75 | ) | (83 | ) | 111 | % | ||||||||
| Net cash used in financing activities | (3,299 | ) | (2,760 | ) | (539 | ) | 20 | % | ||||||||
| Net decrease in cash | $ | (3,245 | ) | $ | (5,880 | ) | $ | 2,635 | 45 | % | ||||||
Operating Activities
Net cash provided by operating activities was $0.2 million for the six months ended June 30, 2025, compared to net cash used in operating activities of $3.0 million for the six months ended June 30, 2024. The increase in cash provided by operating activities was primarily driven by an increase in payables, partially offset by changes in the inventory balance.
Investing Activities
Net cash used in investing activities was $0.2 million for the six months ended June 30, 2025, compared to $0.1 million for the six months ended June 30, 2024, and consisted primarily of additions to capitalized software.
Financing Activities
Net cash used in financing activities was $3.3 million for the six months ended June 30, 2025, compared to $2.8 million for the six months ended June 30, 2024. The increase was driven by payments of deferred transaction costs and partially offset by lower distributions to owners during the current period.
Off-Balance Sheet Arrangements
As of June 30, 2025 and through the date of this filing, we do not have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.
Critical Accounting Policies and Estimates
Our unaudited and audited annual financial statements and the related notes thereto are prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We continually evaluate these estimates and assumptions, basing them on historical experience and various other factors we consider reasonable under the circumstances. Actual results may differ from these estimates due to different assumptions or conditions.
While our significant accounting policies are described in more detail in Note 3 to GrabAGun’s unaudited financial statements for the three and six months ended June 30, 2025 and 2024 included elsewhere in this filing, we believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates. Critical accounting policies and estimates are those that we consider the most important to the portrayal of our balance sheet and results of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.
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Revenue Recognition
Revenue is recognized upon satisfaction of all contractual performance obligations and transfer of control to the customer and is measured as the amount of consideration to which we expect to be entitled in exchange for corresponding goods or services. Substantially all of our sales are single performance obligation arrangements for retail sale transactions directly from our website for which the transaction price is equivalent to the stated price of the product or service, net of any stated discounts applicable at a point in time. Each sales transaction results in an implicit contract with the customer to deliver a product or service at the point of sale.
Revenue from retail sales, including sales in which products ordered from distributors are shipped directly to customers (“drop-ship” sales arrangements), is recognized upon delivery of merchandise to the customer’s desired location. As we ship large volumes of packages through multiple carriers, actual delivery dates may not always be available; as such, we estimate delivery dates based on historical data.
Certain revenues earned by us require judgment to determine if revenue should be recorded gross as principal or net of related costs as an agent, including drop-ship arrangements and third-party shipping and handling costs. For drop-ship arrangements, we have concluded that the Company acts as the principal in the transaction because it maintains control over the product throughout the order process, including directing the shipment, determining the price, and bearing inventory risk. We have determined the Company is the principal in transactions involving shipping and handling costs, as these services are integrated into the fulfillment of the customer’s order and are part of its performance obligation to deliver the product to the customer’s desired location. As such, we have concluded that we are acting as the principal and revenue is recorded gross in net revenues and cost of goods sold within the statements of operations. Sales tax amounts collected from customers that are assessed by a governmental authority are excluded from revenue.
Generally, customers may return non-firearm products within 30 days of purchase. Revenue is recognized net of expected returns, which we estimate using historical return patterns and our expectation of future returns. Sales returns reserve totaled $0.3 million as of June 30, 2025 and $0.4 million as of December 31, 2024, respectively and is included in accrued expenses and other current liabilities within the balance sheets.
Additionally, we sell gift cards, which do not have expiration dates, and do not deduct non-usage fees from outstanding gift card balances. Gift card sales represent an open performance obligation for the future delivery of promised goods or services to be provided by us and is considered a liability to be subsequently recognized as revenue upon redemption by the customer, which is typically within one year of issuance. Over time, a portion of the outstanding balance of gift cards will not be redeemed by the customer, which is referred to as “breakage”. Revenue is recognized for expected breakage over time in proportion to the pattern of redemption by customers to the extent that breakage revenue is not immaterial. The determination of the gift card breakage is based on historical redemption patterns. As of June 30, 2025 and 2024, unredeemed gift card balances were immaterial.
Because we sell firearms direct to consumers from our store-front location and because we receive firearm shipments from other sellers which we provide to the consumer at our store-front location, we are subject to regulation by the Bureau of Alcohol, Tobacco, Firearms and Explosives (“ATF”). The ATF requires entities that physically transfer firearms to consumers to hold a Federal Firearm License (“FFL”) and to perform certain transfer and background check procedures prior to transferring the firearm to the consumer. Consequently, we are required to hold an FFL and provide our customers with the option to select our location for completing the required firearm transfer and background check procedures. Customers may also select any of a number of other FFL locations that are listed within the United States. If the customer selects a non-Company FFL location, we ship the firearm ordered by the customer directly to the FFL selected by the customer. The customer then completes the necessary firearm transfer and background check procedures at that location. Because we are listed as an FFL location to process firearm transfer and background check procedures, we occasionally receive firearms not purchased from our website for which we have responsibility to complete the necessary transfer and background check procedures prior to transferring the firearm to the consumer. In these cases, we charge a fee for the transfer and background check procedures. Revenue is recognized at a point in time when the transfer and background check procedures are completed.
Inventory, net
Inventories, which consist primarily of finished firearms and non-firearms goods, are valued at the lower of cost or net realizable value. Cost is determined using the weighted-average cost method and includes the cost of goods and related freight costs, if any.
We record adjustments to inventories, which are reflected in cost of goods sold, if the cost of specific inventory items on hand exceeds the amount that we expect to realize from the ultimate sale or disposal of the inventory. A provision is recorded to reduce the cost of inventories to the estimated net realizable values, if necessary. No provision was recognized during the three or six months ended June 30, 2025 and 2024.
In addition, we record an estimated reserve amount for the net realizable value of expected future inventory returns related to our sale returns reserve. The inventory returns reserve balance was $0.2 million as of June 30, 2025 and $0.3 million as of December 31, 2024, and is included in inventory, net within the balance sheets.
11
Capitalized Software, net
We capitalize certain costs related to the development of our internal-use software, development of our website application, and implementation of certain hosting arrangements related to service contracts in accordance with ASC 350-40, “Intangibles — Goodwill and Other”. These costs consist primarily of internal and external labor and are capitalized during the application development stage, meaning when the research stage is complete, and management has committed to a project to develop software that will be used for its intended purpose. We also capitalize costs incurred during subsequent efforts to significantly upgrade and enhance the functionality of the software. Capitalized costs are included in capitalized software, net within the balance sheets. Amortization of internal-use software costs is recorded on a straight-line basis over the estimated useful life and begins once the project is substantially complete and the software is ready for its intended purpose. Useful lives range from one to five years, and amortization is included within general and administrative expenses within the statements of operations.
Cloud Computing Arrangements
The Company incurs costs to implement cloud computing arrangements that are hosted by third-party vendors. For cloud computing arrangements that do not include a software license, implementation costs incurred during the application development stage are capitalized until the software is ready for its intended use. The costs are then amortized on a straight-line basis over the term of the associated hosting arrangement and are included within general and administrative expenses within the statements of operations. Capitalized costs related to cloud computing arrangements, net of accumulated amortization, are reported as a component of either prepaid and other current assets or other assets on the balance sheets, depending on the useful life.
Recent Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position, results of operations, and cash flows is included in Note 3 to GrabAGun’s unaudited financial statements for the three and six months ended June 30, 2025 and 2024 included elsewhere in this filing.
Emerging Growth Company and Smaller Reporting Company Status
As an emerging growth company under the JOBS Act, we can take advantage of an extended transition period for complying with new or revised accounting standards. We may elect to avail ourselves of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we can adopt the new or revised standard at the time private companies adopt the new or revised standard and may do so until such time that we either irrevocably elect to opt out of such extended transition period or no longer qualify as an emerging growth company. We may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies.
Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis), or (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. We will continue to remain an emerging growth company until the earliest of the following: (i) the last day of the fiscal year following the fifth anniversary of the date of its first sale of common equity securities pursuant to an effective registration statement; (ii) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.235 billion; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer as defined in Rule 12b-2 under the Exchange Act.
We are also a smaller reporting company as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.
12
Exhibit 99.5
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Capitalized terms included below but not defined in this Exhibit 99.5 have the same meaning as terms defined and included elsewhere in the Current Report on Form 8-K (the “Original Report”) filed with the Securities and Exchange Commission (the “Commission”) on July 18, 2025 (as amended by this Current Report on Form 8-K/A) and, if not defined in the Original Report (as amended by this Current Report on Form 8-K/A), the final prospectus and definitive proxy statement (the “Proxy Statement/Prospectus”) filed with the Commission on June 23, 2025. Unless the context otherwise requires, the “Company”, “we”, “us”, or “our” refers to GrabAGun Digital Holdings Inc. and its subsidiaries after giving effect to the Closing.
Introduction
The following unaudited pro forma condensed combined financial information presents the combination of financial information of Colombier, GrabAGun and Pubco, adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the accounting for the transaction (“Transaction Accounting Adjustments”).
The following unaudited pro forma condensed combined balance sheet as of June 30, 2025, assumes that the Business Combination occurred on June 30, 2025. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 and the year ended December 31, 2024 presents pro forma effect to the Business Combination as if it had been completed on January 1, 2024.
The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the Company’s financial condition or results of operations would have been had the acquisition occurred on the dates indicated. Further, the pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The historical financial information of Colombier was derived from (i) the unaudited financial statements of Colombier as of and for the six months ended June 30, 2025 which are included as Exhibit 99.1 to this Current Report on Form 8-K/A and (ii) the audited financial statements of Colombier as of and for the year ended December 31, 2024, which are included in the Proxy Statement/Prospectus.
The historical financial information of GrabAGun was derived from (i) the unaudited financial statements of GrabAGun as of and for the six months ended June 30, 2025 which are included as Exhibit 99.3 to this Current Report on Form 8-K/A and (ii) the audited financial statements of GrabAGun as of and for the year ended December 31, 2024, which are included in the Proxy Statement/Prospectus.
The historical financial information of Pubco was derived from (i) the unaudited financial statements of Pubco as of and for the six months ended June 30, 2025 which are included as in the Quarterly Report of the Company for the period ended June 30, 2025 filed with the Commission on August 14, 2025 (the “Quarterly Report”), and (ii) the audited financial statements of Pubco as of and for the year ended December 31, 2024, which are included in the Proxy/Statement Prospectus.
This information should be read together with the financial statements and notes thereto of Colombier, GrabAGun and Pubco included in the Proxy Statement/Prospectus, the sections of this Current Report on Form 8-K/A titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Colombier” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GrabAGun”, and other financial information incorporated by reference.
Description of the Business Combination
On January 6, 2025, Colombier entered into a Business Combination Agreement by and among Colombier Acquisition Corp. II (“Colombier”), the Company, Company Merger Sub, Metroplex Trading Company LLC (doing business as GrabAGun.com) (“GrabAGun”) and upon subsequent execution of a joinder agreement, Purchaser Merger Sub (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, (a) the merger of Purchaser Merger Sub with and into Colombier, with Colombier continuing as the surviving corporation and as a wholly-owned subsidiary of the Company (the “Colombier Merger”) and (b) the merger of the Company Merger Sub with and into GrabAGun, with GrabAGun continuing as the surviving entity and as a wholly-owned subsidiary of the Company (the “GrabAGun Merger”) were effected (as more specifically described below). The name of Colombier was changed to “GAG Surviving Corporation, Inc.” following the Colombier Merger and the name of GrabAGun was changed to “GrabAGun LLC” following the GrabAGun Merger.
The Merger Consideration
At the Closing, pursuant to the terms of the Merger Agreement and after giving effect to the redemptions of Colombier Class A Ordinary Shares by public shareholders of Colombier for cash:
| · | Purchaser Merger Sub merged with and into Colombier, with Colombier continuing as the surviving entity and each issued and outstanding security of Colombier, which remained outstanding and had not been redeemed for cash, prior to the effective time of the Colombier Merger, was cancelled in exchange for the right to receive substantially equivalent securities of the Company. |
| · | Company Merger Sub merged with and into GrabAGun, with GrabAGun continuing as the surviving entity, and each issued and outstanding security of GrabAGun immediately prior to the effective time of the GrabAGun Merger was cancelled in exchange for the right of the GrabAGun Members to receive, in the aggregate (i) 10,000,000 newly-issued shares of Company Common Stock plus (ii) $50,000,000 in cash (the “Aggregate Cash Consideration”), with each of (i) and (ii) distributed to the GrabAGun Members pro rata in accordance with their respective membership interests in GrabAGun as of immediately prior to the effective time of the GrabAGun Merger. |
| · | Colombier and GrabAGun became wholly owned subsidiaries of the Company, in each case in accordance with the terms and conditions set forth in the Merger Agreement. |
In addition, 300,000 shares of Company Common Stock were issued to a consultant to GrabAGun pursuant to the Consulting Agreement described in the Proxy Statement/Prospectus. After full satisfaction of payments to redeeming Colombier public shareholders, distribution of the Aggregate Cash Consideration to the GrabAGun Members and satisfaction of unpaid transaction fees and expenses of Colombier and certain GrabAGun transaction expenses, remaining proceeds from the Colombier trust account (the “Trust Account”) established at the time of the Colombier initial public offering of approximately $119 million were delivered from the Trust Account to the Company.
2
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE
SHEET
AS OF JUNE 30, 2025
(in thousands, except share and per share data)
| (1) GrabAGun (Historical) | (2) Colombier (Historical) | (3) Pubco (Historical) | Transaction Accounting Adjustments | Pro Forma Combined | ||||||||||||||||||
| Assets | ||||||||||||||||||||||
| Cash and cash equivalents | $ | 4,642 | $ | 524 | $ | — | $ | 180,456 | A | $ | 123,883 | |||||||||||
| (5,950 | ) | C | ||||||||||||||||||||
| (5,533 | ) | D | ||||||||||||||||||||
| 5,100 | E | |||||||||||||||||||||
| (5,326 | ) | F | ||||||||||||||||||||
| (30 | ) | G | ||||||||||||||||||||
| (50,000 | ) | H | ||||||||||||||||||||
| Inventory, net | 5,826 | — | — | 5,826 | ||||||||||||||||||
| Deferred transaction costs | 1,675 | — | — | (1,675 | ) | F | — | |||||||||||||||
| Prepaid expenses and other current assets | 414 | 253 | — | (34 | ) | G | 633 | |||||||||||||||
| Total Current Assets | 12,557 | 777 | — | 130,342 | ||||||||||||||||||
| Capitalized software, net | 463 | — | — | 463 | ||||||||||||||||||
| Property and equipment, net | 27 | — | — | 27 | ||||||||||||||||||
| Operating lease right-of-use asset | 152 | — | — | 152 | ||||||||||||||||||
| Marketable securities in Trust Account | — | 180,506 | — | (180,456 | ) | A | — | |||||||||||||||
| (50 | ) | B | ||||||||||||||||||||
| Other assets | 90 | — | — | 90 | ||||||||||||||||||
| Total Assets | $ | 13,289 | $ | 181,283 | $ | — | $ | 131,074 | ||||||||||||||
| Liabilities, Convertible Preferred Stock and Stockholders’ Deficit | ||||||||||||||||||||||
| Current Liabilities | ||||||||||||||||||||||
| Accounts payable | $ | 10,067 | $ | — | $ | — | $ | (459 | ) | F | $ | 9,608 | ||||||||||
| Unearned Revenue | 1,773 | — | — | 1,773 | ||||||||||||||||||
| Operating lease liability, current | 160 | — | — | 160 | ||||||||||||||||||
| Accrued expenses and other current liabilities | 664 | 2,507 | 61 | (61 | ) | G | 664 | |||||||||||||||
| (2,507 | ) | D | ||||||||||||||||||||
| Total Current Liabilities | 12,664 | 2,507 | 61 | 12,205 | ||||||||||||||||||
| Operating lease liability, net of current portion | — | — | — | — | ||||||||||||||||||
| Deferred underwriting fee payable | — | 5,950 | — | (5,950 | ) | C | — | |||||||||||||||
| Total Liabilities | $ | 12,664 | $ | 8,457 | $ | 61 | $ | 12,205 | ||||||||||||||
| Commitments and contingencies | ||||||||||||||||||||||
| Common shares subject to possible redemption | — | 180,506 | — | (180,495 | ) | N | — | |||||||||||||||
| (50 | ) | B | ||||||||||||||||||||
| Members’ Capital | 625 | — | — | (625 | ) | L | — | |||||||||||||||
| Stockholders’ Equity (Deficit) | ||||||||||||||||||||||
| New GrabAGun (Pubco) Common Stock | — | — | — | 1 | I | 3 | ||||||||||||||||
| 0.03 | J | |||||||||||||||||||||
| 0.43 | K | |||||||||||||||||||||
| 1.7 | N | |||||||||||||||||||||
| Colombier Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | — | — | — | — | |||||||||||||||||
| Colombier Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 17,000,000 shares subject to possible redemption) | — | — | — | — | — | |||||||||||||||||
| Colombier Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 4,250,000 shares issued and outstanding | — | 0.43 | — | (0.43 | ) | K | — | |||||||||||||||
| Additional paid in capital | — | — | 0.10 | 99,999 | I | 119,131 | ||||||||||||||||
| (150,000 | ) | H, I | ||||||||||||||||||||
| 2,900 | J | |||||||||||||||||||||
| (7,680 | ) | M | ||||||||||||||||||||
| 180,454 | N | |||||||||||||||||||||
| (6,542 | ) | F | ||||||||||||||||||||
| Stock subscription receivable | (0.10 | ) | (0.10 | ) | ||||||||||||||||||
| Retained earnings (Accumulated deficit) | — | (7,680 | ) | (61 | ) | 5,100 | E | (265 | ) | |||||||||||||
| 7,680 | M | |||||||||||||||||||||
| (2,900 | ) | J | ||||||||||||||||||||
| 625 | L | |||||||||||||||||||||
| (3,026 | ) | D | ||||||||||||||||||||
| (3 | ) | G | ||||||||||||||||||||
| Total members’ equity and stockholders’ equity | 625 | (7,680 | ) | (61 | ) | 118,869 | ||||||||||||||||
| Total liabilities, members’ equity and stockholders’ equity | $ | 13,289 | $ | 181,283 | $ | — | $ | 131,074 | ||||||||||||||
3
Adjustments to Unaudited Pro Forma Condensed
Combined Balance Sheet
(in thousands, except share and per share data)
| (1) | Derived from the unaudited balance sheet of GrabAGun as of June 30, 2025. |
| (2) | Derived from the unaudited balance sheet of Colombier as of June 30, 2025. |
| (3) | Derived from the unaudited balance sheet of Pubco as of June 30, 2025. |
| (A) | Reflects the transfer of marketable securities held in the Trust Account to cash. |
| (B) | Reflects the redemption of 4,732 Colombier Class A Ordinary Shares for an aggregate redemption payment of $50.3 thousand at a redemption price of $10.63 per share on July 15, 2025. |
| (C) | Reflects the settlement of deferred IPO underwriting commissions at the closing of the Business Combination. |
| (D) | Reflects the settlement of Transaction Expenses incurred by Colombier of approximately $6.6 million. Of the aggregate $6.6 million Transaction Expenses, $850 thousand is attributable to deferred IPO underwriting costs, as documented in Adjustment (E), $240 thousand of such fees have been paid and $2.5 million have been accrued as of the balance sheet date. The remaining amount of $3.0 million is reflected as an adjustment to accumulated deficit. |
| (E) | Represents a reimbursement for a portion of the deferred IPO underwriting fees payable by Colombier upon consummation of the Business Combination, as documented in Adjustment (C). Based on the arrangement with the underwriters, Colombier’s deferred underwriting fee obligation was initially set at $0.35 per unit for the 17 million units issued in Colombier’s IPO, resulting in total deferred underwriting fees of $5.95 million. However, up to $0.30 per unit may be reallocated to as a reimbursement to Colombier to cover expenses and post-closing working capital needs. As a result, the remaining aggregate deferred underwriting fees payable at the closing are expected to be limited to $850 thousand ($0.05 per unit × 17 million units). Consequently, $5.1 million of the deferred underwriting fees currently recorded on Colombier’s balance sheet are reallocated to reimburse expenses and fund post-closing working capital needs and is presented as an adjustment to cash and retained earnings. |
| (F) | Represents the settlement of GrabAGun’s Transaction Expenses related to the Business Combination of $6.5 million. Of the aggregate $6.5 million Transaction Expenses, $1.7 million have been deferred as of June 30, 2025 and $1.2 million of such fees have been paid. GrabAGun’s direct and incremental Transaction Expenses have been capitalized as deferred transaction costs when incurred. Upon the closing of the Business Combination, all deferred Transaction Expenses have been reclassified, resulting in a reduction of cash proceeds and a corresponding decrease in additional paid-in capital. |
| (G) | Reflects the settlement of Transaction Expenses incurred by Pubco of approximately $64 thousand. Of the aggregate $64 thousand, $34 thousand has been previously paid by GrabAGun and Colombier and recorded as other current assets as of June 30, 2025, and $30 thousand to be paid upon closing. As of the balance sheet date, $61 thousand has been accrued for with the remaining amount of $3 thousand recorded as an adjustment to accumulated deficit. |
| (H) | Reflects the $50 million Aggregate Cash Consideration paid to the GrabAGun Members in connection with the Business Combination in accordance with the terms of the Merger Agreement. |
| (I) | Represents the $100 million of Aggregate Stock Consideration issued to the GrabAGun Members in connection with the Business Combination in accordance with the terms of the Merger Agreement. This adjustment is allocated between newly issued shares of Pubco Common Stock and additional paid-in capital using par value of $0.0001 per share. |
| (J) | In December 2024, GrabAGun entered into the Consulting Agreement pursuant to which the GrabAGun Consultant became entitled to receive restricted units of GrabAGun, the grant date of which took place in January 2025. Upon the consummation of the Business Combination, these units were settled in the form of 300,000 newly-issued shares of Pubco Common Stock at a price of $10.00 per share. |
| (K) | Reflects the reclassification of issued and outstanding Colombier Class B Ordinary Shares which, prior to Closing, were converted into Colombier Class A Ordinary Shares, which shares were then cancelled in connection with the Colombier Merger in consideration of the right to receive newly-issued shares of Pubco Common Stock, all in accordance with terms of the Merger Agreement. This adjustment is allocated between new Pubco Common Stock and additional paid-in capital using par value of $0.0001 per share. |
| (L) | Reflects the reclassification of GrabAGun’s historical members’ capital to accumulated deficit. As GrabAGun is currently a limited liability company (LLC), it does not report a retained earnings or accumulated deficit balance. Upon the consummation of the Business Combination, GrabAGun’s historical members’ capital balance will be reclassified to accumulated deficit. |
| (M) | Reflects the elimination of Colombier’s historical accumulated deficit to align the combined entity’s financial statements the capital structure upon completion of the Business Combination. |
| (N) | Reflects the reclassification of 16,995,268 Colombier Class A Ordinary Shares subject to possible redemption to permanent equity. |
4
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2025
(in thousands, except share and per share data)
| (1) GrabAGun (Historical) | (2) Colombier (Historical) | (3) Pubco (Historical) | Transaction Adjustments | Pro Forma Combined | ||||||||||||||||||
| Net Revenues | $ | 44,559 | $ | — | $ | — | $ | — | $ | 44,559 | ||||||||||||
| Cost of goods sold | 40,246 | — | — | — | 40,246 | |||||||||||||||||
| Gross Profit | 4,313 | — | — | — | 4,313 | |||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||
| Sales and marketing | 262 | — | — | — | 262 | |||||||||||||||||
| General and administrative | 3,397 | 3,097 | 60 | (420 | ) | BB | 4,077 | |||||||||||||||
| (1,997 | ) | CC | ||||||||||||||||||||
| (60 | ) | DD | ||||||||||||||||||||
| Total operating expenses | 3,659 | 3,097 | 60 | 4,339 | ||||||||||||||||||
| Operating income (loss) | 654 | (3,097 | ) | (60 | ) | (26 | ) | |||||||||||||||
| Other income | ||||||||||||||||||||||
| Interest income (including interest earned on marketable securities held in Trust Account) | — | 3,728 | — | (3,728 | ) | AA | — | |||||||||||||||
| Other income | 94 | — | — | 94 | ||||||||||||||||||
| Total other income | 94 | 3,728 | — | 94 | ||||||||||||||||||
| Net income (loss) | $ | 748 | $ | 631 | $ | (60 | ) | $ | 68 | |||||||||||||
| Net income per participating member units, basic and diluted | $ | 7,480 | ||||||||||||||||||||
| Basic and diluted net income per share, Class A common stock | $ | 0.030 | ||||||||||||||||||||
| Basic and diluted net income per share, Class B common stock | $ | 0.030 | ||||||||||||||||||||
| Weighted average number of common shares outstanding, basic and diluted | 31,545,268 | |||||||||||||||||||||
| Net income (loss) per common share, basic and diluted | $ | (0.06 | ) | $ | 0.00 | |||||||||||||||||
Adjustments to Unaudited Pro Forma
Condensed Combined Statement of Operations
(in thousands, except share and per share data)
| (1) | Derived from the unaudited statement of operations of GrabAGun for the six months ended June 30, 2025. |
| (2) | Derived from the unaudited statement of operations of Colombier for the six months ended June 30, 2025. |
| (3) | Derived from the unaudited statement of operations of Pubco for the six months ended June 30, 2025. |
| (AA) | Represents an adjustment to eliminate interest earned on marketable securities held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2024. |
| (BB) | Represents an adjustment to eliminate costs associated with the Administrative Services Agreement and the Services and Indemnification Agreement, each of which is a contractual obligation entered into at the time of the IPO and continued through the completion of the Business Combination. These costs will cease to be paid upon Closing of the Business Combination after giving effect to the Business Combination as if it had occurred on January 1, 2024. |
| (CC) | Represents an adjustment to eliminate transaction expenses that have been incurred by Colombier for the six months ended June 30, 2025 that will be reclassed to 2024 giving effect to the Business Combination as if it had occurred on January 1, 2024. |
| (DD) | Represents an adjustment to eliminate transaction expenses that have been incurred by Pubco for the six months ended June 30, 2025 that will be reclassed to 2024 giving effect to the Business Combination as if it had occurred on January 1, 2024. |
5
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2024
(in thousands, except share and per share data)
| (1) GrabAGun (Historical) | (2) Colombier (Historical) | (3) Pubco (Historical) | Transaction Adjustments | Pro Forma Combined | ||||||||||||||||||
| Net Revenues | $ | 93,122 | $ | — | $ | — | $ | — | $ | 93,122 | ||||||||||||
| Cost of goods sold | 83,621 | — | — | — | 83,621 | |||||||||||||||||
| Gross Profit | 9,501 | — | — | — | 9,501 | |||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||
| Sales and marketing | 543 | — | — | 2,900 | EE | 3,443 | ||||||||||||||||
| General and administrative | 5,062 | 3,020 | 0.89 | (840 | ) | BB | 13,426 | |||||||||||||||
| 6,120 | CC | |||||||||||||||||||||
| 63 | DD | |||||||||||||||||||||
| Total operating expenses | 5,605 | 3,020 | 0.89 | 16,869 | ||||||||||||||||||
| Operating income (loss) | 3,896 | (3,020 | ) | (0.89 | ) | (7,368 | ) | |||||||||||||||
| Other income | ||||||||||||||||||||||
| Interest income (including interest earned on marketable securities held in Trust Account) | — | 8,778 | — | (8,778 | ) | AA | — | |||||||||||||||
| Other income | 405 | — | — | 405 | ||||||||||||||||||
| Total other income | 405 | 8,778 | — | 405 | ||||||||||||||||||
| Net income (loss) | $ | 4,301 | $ | 5,758 | $ | (0.89 | ) | $ | (6,963 | ) | ||||||||||||
| Net income per participating member units, basic and diluted | $ | 43,010 | ||||||||||||||||||||
| Basic and diluted net income per share, Class A common stock | $ | 0.27 | ||||||||||||||||||||
| Basic and diluted net income per share, Class B common stock | $ | 0.27 | ||||||||||||||||||||
| Weighted average number of common shares outstanding, basic and diluted | 31,545,268 | |||||||||||||||||||||
| Net income (loss) per common share, basic and diluted | $ | (0.89 | ) | $ | (0.22 | ) | ||||||||||||||||
Adjustments to Unaudited Pro Forma
Condensed Combined Statement of Operations
(in thousands, except share and per share data)
| (1) | Derived from the audited statement of operations of GrabAGun for the year ended December 31, 2024. |
| (2) | Derived from the audited statement of operations of Colombier for the year ended December 31, 2024. |
| (3) | Derived from the audited statement of operations of Pubco for the year ended December 31, 2024. |
| (AA) | Represents an adjustment to eliminate interest earned on marketable securities held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2024. |
| (BB) | Represents an adjustment to eliminate costs associated with the Administrative Services Agreement and the Services and Indemnification Agreement, each of which is a contractual obligation entered into at the time of the IPO and continued through the completion of the Business Combination. These costs will cease to be paid upon Closing of the Business Combination after giving effect to the Business Combination as if it had occurred on January 1, 2024. |
| (CC) | Represents the total Transaction Expenses for Colombier of $6.6 million, of which $0.5 million has been incurred and reflected in the historical results of Colombier during 2024 as if the Business Combination was consummated on January 1, 2024. |
| (DD) | Represents the total Transaction Expenses for Pubco of $64 thousand, of which $1 thousand has been incurred and reflected in the historical results of Pubco during 2024 as if the Business Combination was consummated on January 1, 2024. |
| (EE) | Represents the stock-based compensation expense related to the Consulting Agreement which upon consummation of the Business Combination will be settled as presented in Adjustment (J) within the Unaudited Pro Forma Condensed Combined Balance Sheet. |
6
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
1. Basis of Presentation
The Business Combination was accounted for as a reverse recapitalization with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Colombier was treated as the “accounting acquiree,” and GrabAGun as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of GrabAGun issuing shares for the net assets of Colombier, followed by a recapitalization. The net assets of Colombier were stated at historical cost, with no revaluation. Operations prior to the Business Combination were those of GrabAGun.
The unaudited pro forma condensed combined balance sheet as of June 30, 2025 assumes that the Business Combination and related transactions occurred on June 30, 2025. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 and the year ended December 31, 2024, presents pro forma effect to the Business Combination as if it had been completed on January 1, 2024.
The unaudited condensed pro forma combined balance sheet as of June 30, 2025 has been prepared using, and should be read in conjunction with, the following:
| ● | Colombier’s unaudited condensed balance sheet as of June 30, 2025 and the related notes, included in Exhibit 99.1 to this Current Report on Form 8-K/A; |
| ● | GrabAGun’s unaudited balance sheet as of June 30, 2025 and the related notes, included in Exhibit 99.3 to this Current Report on Form 8-K/A; and |
| ● | Pubco’s unaudited condensed consolidated balance sheet as of June 30, 2025 and the related notes, included in the Quarterly Report and incorporated by reference. |
The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2025 and the year ended December 31, 2024 has been prepared using, and should be read in conjunction with, the following:
| ● | Colombier’s unaudited condensed statement of operations for the six months ended June 30, 2025 and the related notes, included in Exhibit 99.1 to this Current Report on Form 8-K/A; |
| ● | GrabAGun’s unaudited statement of operations for the six months ended June 30, 2025 and the related notes, included in Exhibit 99.3 to this Current Report on Form 8-K/A; |
| ● | Pubco’s unaudited condensed consolidated statement of operations for the six months ended June 30, 2025 and the related notes, included in the Quarterly Report and incorporated by reference; |
| ● | Colombier’s audited condensed statement of operations for the year ended December 31, 2024 and the related notes, included in the Proxy Statement/Prospectus and incorporated by reference; |
| ● | GrabAGun’s audited statement of operations for the year ended December 31, 2024 and the related notes, included in the Proxy Statement/Prospectus and incorporated by reference; and |
| ● | Pubco’s audited condensed consolidated statement of operations for the year ended December 31, 2024 and the related notes, included in the Proxy Statement/Prospectus and incorporated by reference. |
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The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination.
The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that the Company believes are reasonable under the circumstances. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. The Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Company. They should be read in conjunction with the historical financial statements and notes thereto of Colombier, GrabAGun and Pubco.
2. Accounting Policies
Upon consummation of the Business Combination, management has performed a comprehensive review of the three entities’ accounting policies. As a result of the review, management has not identified differences between the accounting policies of the three entities which have a material impact on the financial statements of the Company. Based on its analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events that are expected to have a continuing impact on the results of the Company.
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” to depict the accounting for the transaction and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The Company has elected not to present Management’s Adjustments and is only presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.
The audited historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to transaction accounting adjustments that reflect the accounting for the transaction under GAAP. GrabAGun and Colombier have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
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The unaudited pro forma condensed combined financial information does not include income tax effects as the parties to the Business Combination are evaluating the post-closing tax implications and related accounting policies of the combined company. Accordingly, the unaudited pro forma condensed combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the parties to the Business Combination filed consolidated income tax returns during the periods presented, nor does it reflect the amounts of pro forma deferred tax assets or liabilities as of the periods presented.
The pro forma basic and diluted loss per share amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the number of the Company’s shares outstanding, assuming the Business Combination occurred on January 1, 2024.
4. Net Income (Loss) per Share
Represents the net income (loss) per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2024. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of January 1, 2024, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire periods presented.
The unaudited pro forma condensed combined financial information has been prepared with the actual redemptions by Colombier’s public stockholders of Colombier Class A Ordinary Shares for the six months ended June 30, 2025 and for the year ended December 31, 2024:
| (in thousands, except share and per share data) | Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | ||||||
| Net income (loss) | $ | 68 | $ | (6,963 | ) | |||
| Weighted average shares outstanding of common stock (1) | 31,545,268 | 31,545,268 | ||||||
| Net income (loss) per common share, basic and diluted | $ | 0.00 | $ | (0.22 | ) | |||
| (1) | For the purposes of calculating diluted earnings per share, all outstanding Warrants should have been assumed to have been exercised. However, since this results in anti-dilution, the effect of such exercise was not included in calculation of diluted loss per share. |
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