As filed with the Securities and Exchange Commission on April 29, 2025

Registration No. 333-286021

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________

AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_______________

GrabAGun Digital Holdings Inc.

Co-registrant is listed on the following page

(Exact name of registrant as specified in its charter)

_______________

214 Brazilian Avenue, Suite 200-J
Palm Beach, FL 33480
Telephone: (561) 805-3588

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_______________

Omeed Malik
c/o Colombier Acquisition Corp. II
214 Brazilian Avenue, Suite 200-J
Palm Beach, FL 33480
Telephone: (561) 805-3588

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________

Copies to:

_______________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement to consummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANT

____________

(1)      The Co-registrant has the following principal executive offices:

200 East Beltline Road, Suite 403
Coppell, Texas 75019
(972) 552-7246

(2)      The agent for service for the Co-registrant is:

Marc Nemati
President and Chief Executive Officer
Metroplex Trading Company LLC
200 East Beltline Road, Suite 403
Coppell, Texas 75019
(972) 552-7246

PRELIMINARY PROXY STATEMENT/PROSPECTUS — SUBJECT TO COMPLETION,
DATED MARCH 21, 2025

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF COLOMBIER ACQUISITION CORP. II
AND
PROSPECTUS FOR UP TO [•] SHARES OF COMMON STOCK,
UP TO [•] WARRANTS, AND
UP TO [•] SHARES OF COMMON STOCK UNDERLYING WARRANTS
OF GrabAGun Digital Holdings Inc.

To the Shareholders of Colombier Acquisition Corp. II:

You are cordially invited to attend the extraordinary general meeting of shareholders (the “Colombier Extraordinary General Meeting”) of Colombier Acquisition Corp. II (“Colombier”), which will be held at [•] a.m., Eastern Time, on [•], 2025. The Board of Directors of Colombier (the “Board” or “Colombier Board”) has determined to convene and conduct the Colombier Extraordinary General Meeting in a virtual meeting format at www.cstproxy.com/[•]. For the purposes of Colombier’s Amended and Restated Memorandum and Articles of Association (the “Current Charter”), the Colombier Extraordinary General Meeting may also be attended in person at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105-0302. The accompanying proxy statement/prospectus includes instructions on how to access the virtual Colombier Extraordinary General Meeting and how to listen and vote from home or any remote location with internet connectivity. You or your proxy holder will be able to attend and vote at the Colombier Extraordinary General Meeting by visiting www.cstproxy.com/[•] and using a control number assigned by Continental Stock Transfer & Trust Company and printed on your proxy card. To register and receive access to the Colombier Extraordinary General Meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) of Colombier will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

On January 6, 2025, Colombier entered into a Business Combination Agreement (the “Merger Agreement”) with (i) GrabAGun Digital Holdings Inc., a Texas corporation fifty-percent owned by Colombier and fifty-percent owned by GrabAGun (“Pubco”), (ii) Gauge II Merger Sub LLC, a Texas limited liability company and a wholly owned subsidiary of Pubco (“Company Merger Sub”) and (iii) Metroplex Trading Company LLC (doing business as GrabAGun.com), a Texas limited liability company (“GrabAGun”); upon subsequent execution of a joinder agreement, Gauge II Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Purchaser Merger Sub”, and together with Company Merger Sub, the “Merger Subs”) also became a party to the Merger Agreement (all of the transactions contemplated by the Merger Agreement, including the issuances of securities thereunder, the “Business Combination”). A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A. You are being asked to vote on the Business Combination and certain other related matters.

Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, (i) Purchaser Merger Sub will merge with and into Colombier, with Colombier continuing as the surviving entity (the “Colombier Merger”), as a result of which each security of Colombier outstanding as of immediately prior to the effective time of the Colombier Merger will be cancelled in exchange for the right to receive substantially equivalent securities of Pubco, (ii) Company 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 all of the interests in GrabAGun outstanding as of immediately prior to the effective time of the GrabAGun Merger will be cancelled in exchange for the right to receive newly-issued shares of Pubco common stock, par value $0.0001 per share (“Pubco Common Stock”), in each case pursuant to the terms and conditions of the Merger Agreement.

Assuming the consummation of the Business Combination (the “Closing”, to occur on the “Closing Date”), the consideration to be delivered to the current owners of GrabAGun (the “GrabAGun Members”) in connection with the Mergers (the “Merger Consideration”) will consist of (i) a number of newly issued shares of Pubco Common Stock equal to $100.0 million divided by $10.00 (the “Aggregate Stock Consideration”) plus (ii) the cash consideration in an aggregate amount equal to $50.0 million (the “Aggregate Cash Consideration”), each of (i) and (ii) to be distributed pro rata to the GrabAGun Members at the Closing. Additionally, 300,000 shares of Pubco Common Stock will be issued to a GrabAGun consultant in consideration of services the consultant provided to GrabAGun. As a result of the transactions comprising the proposed Business Combination, Colombier and GrabAGun will become wholly owned subsidiaries of Pubco, which will operate the business of GrabAGun. The Merger Agreement also contains a closing condition, waivable by Colombier and GrabAGun, that, at the Closing, cash and cash equivalents equal to or greater than $30.0 million be delivered to Pubco, after satisfaction of all Redemption Payments and Colombier transaction expenses and also after payment of the Aggregate Cash Consideration to the GrabAGun Members.

Immediately after the Closing, assuming that none of the outstanding Public Shares are redeemed prior to the Closing Date, taking into account also the assumptions further described under the headings “Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Condensed Combined Financial Information” in the accompanying proxy statement/prospectus, it is anticipated that the former Colombier public shareholders would own an interest of approximately 53.9% in Pubco, Colombier Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) will own an interest of approximately 13.5% in Pubco, the GrabAGun Consultant will own an interest of approximately 0.9% in Pubco, and the former GrabAGun Members will own an interest of approximately 31.7% of Pubco. If the actual facts immediately after the Closing are different from the foregoing assumptions, which they are likely to be, the percentage ownership information set forth above will also be different.

The units sold in Colombier’s initial public offering (the “Units”), the Colombier Class A ordinary shares underlying the Units (the “Public Shares”) and the redeemable warrants included as part of each Unit, entitling the holder thereof to purchase one-third of a Colombier Class A ordinary share (the “Public Warrants”) are traded on the NYSE under the symbols “CLBR.U,” “CLBR” and “CLBR.WS,” respectively. On [•], 2025, the record date for the Colombier Extraordinary General Meeting (the “Record Date”), the closing sale prices of the Units, the Colombier Class A ordinary shares and the Public Warrants were $[•], $[•] and $[•], respectively. In connection with the Mergers, Pubco intends to apply for the listing of its Common Stock and Warrants on the NYSE under the proposed symbols “PEW” and “PEWW”, respectively, to be effective at the Closing. There is no assurance that Pubco will be able to satisfy the NYSE listing criteria or will be able to continue to satisfy such criteria following the consummation of the Business Combination. Pubco will not have units traded following the consummation of the Business Combination.

Only holders of record of Colombier Class A ordinary shares and Colombier Class B ordinary shares, par value $0.0001 per share (the “Colombier Class B Ordinary Shares” or “Sponsor Shares”), at the close of business on [•], 2025 (the “Record Date”), are entitled to notice of and to vote and have their votes counted at the Colombier Extraordinary General Meeting and any adjournments or postponements thereof.

Colombier is, and following the Business Combination, Pubco will be, an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, as amended, and, as such, may elect to comply with certain reduced public company reporting requirements in future reports after the consummation of the Business Combination.

After careful consideration, the Colombier Board has unanimously approved the Merger Agreement and the Transactions comprising the Business Combination and determined that each of the proposals to be presented at the Colombier Extraordinary General Meeting is fair, advisable and in the best interests of Colombier and recommends that you vote or give instruction to vote “FOR” each of the above proposals.

The existence of financial and personal interests of Colombier’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Colombier and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals set forth in the accompanying proxy statement/prospectus (the “Proposals”). See the sections entitled “Proposal 1: The Business Combination Proposal — Interests of Certain Colombier Persons in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

The Colombier Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination, including the securities to be issued in connection with, or the consideration to be delivered to, GrabAGun Members under the terms of the Merger Agreement.

There are currently no specified circumstances or arrangements under which Colombier securities held by the Sponsor or its affiliates could be transferred, or that could result in the forfeiture, surrender or cancellation of such securities, subject to certain permitted exceptions for pre-closing distributions or transfers of Sponsor securities (subject, as applicable, to contractual lock-up restrictions), provided, that it is possible that other pre-closing changes to Sponsor securities could occur in connection with transaction financing arrangements (should any such arrangements or transactions be pursued in connection with the Business Combination, which is not currently anticipated but could occur, subject to the terms of the Merger Agreement) or otherwise. Although it is not currently anticipated that any financing transactions will occur contemporaneously or in connection with the proposed Business Combination, if any such transactions do occur, material dilution to non-redeeming Colombier shareholders could also occur, as would be described in subsequent public disclosure documents.

Pursuant to a letter agreement between Colombier, the Sponsor, Colombier’s officers and directors and the representative of Colombier’s IPO underwriters (the “Insider Letter”), the Sponsor and such individuals agreed to (i) vote any Colombier ordinary shares held by them in favor of any proposed initial business combination presented by Colombier for approval by Colombier shareholders and (ii) not to redeem any Colombier ordinary shares owned by them in connection with such shareholder approval. No consideration was offered to any of the Sponsor or such individuals in respect of the foregoing commitments. There are currently no agreements, arrangements, or understandings, including any payments, between the Sponsor and unaffiliated security holders of Colombier regarding the redemption of outstanding securities of Colombier or with respect to determining whether to proceed with a de-SPAC transaction.

The Insider Letter contains restrictions on whether and when the Sponsor may sell Colombier securities held by the Sponsor. Pursuant to terms of the Insider Letter, the Sponsor Shares are subject to a lock-up whereby, subject to certain limited exceptions, the Sponsor Shares are not transferable until the earlier of (A) six months after the completion of Colombier’s initial business combination or (B) subsequent to Colombier’s initial business combination, the date on which Pubco consummates a transaction which results in all of its shareholders having the right to exchange their shares for cash, securities or other properties; provided, however, that if the Insider Letter Amendments Proposal is approved by Colombier shareholders when presented at the Colombier Extraordinary General Meeting, the foregoing lock-up terms will be amended as set forth in such proposal, upon the effectiveness of the Insider Letter Amendments at the Closing. Colombier Private Warrants, warrants issued upon conversion of any working capital loans made by the Sponsor to Colombier (if any), and Colombier shares underlying the foregoing warrants are subject to a lock-up whereby, subject to certain limited exceptions, such securities are not transferable until 30 days following the consummation by Colombier of an initial business combination.

Because the Sponsor acquired the Sponsor Shares at a nominal price, the holders of non-redeeming Public Shares will incur an immediate and substantial dilution at the Closing and will incur additional dilution upon the exercise of the warrants held by the Sponsor. Additional detailed information about the potential dilutive impact of interests held by the Sponsor and Colombier’s directors and officers is contained in the accompanying proxy statement/prospectus, including in the sections entitled:

•        “Questions and Answers About the Colombier Extraordinary General Meeting — What equity stake will current Public Shareholders, the Sponsor, GrabAGun Members and the GrabAGun Consultant hold in Pubco immediately after the Closing?”

•        “Risk Factors — Risks Related to the Business Combination and Colombier — The Sponsor paid nominal consideration for the Sponsor Shares it holds. As a result, the Sponsor may make a substantial profit if the Business Combination is consummated, even if the shares held by the Sponsor lose substantial value and even if the Business Combination arguably may not be in the best interests of Colombier’s public shareholders”

•        “The Business Combination Proposal — Interests of Colombier’s Sponsor, Directors, Officers and Advisors in the Business Combination.”

When Colombier shareholders consider the Proposals presented in the accompanying proxy
statement/prospectus, they should keep in mind that the Sponsor and Colombier’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, interests of unaffiliated holders of Colombier shares. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination that is less favorable to shareholders rather than liquidating Colombier. In such event, among other things, the value of certain interests of the Sponsor, its affiliates and Colombier directors and officers would become worthless including, among other things:

•        that if the Business Combination or another Colombier initial business combination is not consummated by February 24, 2026 (or such other date as approved by the Colombier shareholders), Colombier will cease all operations except for the purpose of winding up. In such event, the 4,250,000 Class B Ordinary Shares, also referred to as the Sponsor Shares (which, upon consummation of an initial business combination or earlier, in accordance with the terms of the Current Charter, will or may be converted into Colombier Class A Ordinary Shares) held by the Sponsor (or any permitted distributees thereof, as applicable) will be worthless because the holders thereof entered into an agreement waiving entitlement to participate in any redemption or liquidating distributions with respect to such shares. Neither the Sponsor nor any other person received any compensation in exchange for this agreement to waive redemption and liquidation rights. Pursuant to terms of the Insider Letter, the Sponsor Shares are subject to a lock-up whereby, subject to certain limited exceptions, the Sponsor Shares are not transferable until the earlier of (A) six months after the completion

of Colombier’s initial business combination or (B) subsequent to Colombier’s initial business combination, the date on which Pubco consummates a transaction which results in all of its shareholders having the right to exchange their shares for cash, securities or other properties; provided, however, that if the Insider Letter Amendments Proposal is approved by Colombier shareholders when presented at the Colombier Extraordinary General Meeting, the foregoing lock-up terms will be amended as set forth in such proposal, upon the effectiveness of the Insider Letter Amendments at the Closing. In this regard, while the Sponsor Shares are not the same as the Colombier Class A Ordinary Shares, are subject to certain restrictions that are not applicable to the Colombier Class A Ordinary Shares, and may become worthless if Colombier does not complete a business combination by February 24, 2026 (or such other date as approved by the Colombier shareholders), the aggregate value of the 4,250,000 Sponsor Shares owned by the Sponsor is estimated to be approximately $45.0 million, assuming the per share value of the Sponsor Shares is the same as the $10.58 closing price of the Colombier Class A Ordinary Shares on the NYSE on March 14, 2025;

•        that if the Business Combination or another Colombier initial business combination is not consummated by February 24, 2026 (or such other date as approved by the Colombier shareholders), Colombier will cease all operations except for the purpose of winding up. In such event, the 5,000,000 Private Warrants held by the Sponsor (or any permitted distributees thereof, as applicable) will expire worthless. The Sponsor purchased the Private Warrants at an aggregate purchase price of $5,000,000, or $1.00 per warrant, with each whole Private Warrant entitling the holder thereof to purchase one Colombier Class A Ordinary Share for $11.50 per share, in the Private Placement consummated simultaneously with the IPO. Pursuant to the terms of the Insider Letter, the Private Warrants and all of their underlying securities, are also subject to lock-up restrictions whereby, subject to certain limited exceptions, the Private Warrants will not be sold or transferred until 30 days after Colombier has completed a business combination. In this regard, while the Private Warrants are not the same as the Public Warrants, the aggregate value of the 5,000,000 Private Warrants held by the Sponsor is estimated to be approximately $3.5 million, assuming the per warrant value of the Private Warrant is the same as the $0.7011 closing price of the Public Warrants on the NYSE on March 14, 2025;

•        that if the proposed Business Combination is consummated, immediately after the Closing the Sponsor is anticipated to hold 13.5% of the outstanding shares of Pubco Common Stock, based on the assumptions set forth in the section of this proxy statement/prospectus entitled “Share Calculations and Ownership Percentages”, which also incorporate relevant assumptions further described in the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities” and 5,000,000 warrants, assuming, among other assumptions further described in aforementioned other sections of this proxy statement/prospectus, no redemptions of Public Shares and no exercise of Public Warrants or Private Warrants prior to or in connection with the proposed Business Combination;

•        that, based on the difference in the effective purchase price of $0.006 per share paid for the Colombier Class B Ordinary Shares, and $1.00 per warrant paid for the Private Warrants, as compared to the purchase price of $10.00 per Unit sold in the IPO, the Sponsor and its members may earn a positive rate of return even if the share price of Pubco after the Closing falls below the price initially paid for the Units in the IPO and the unredeeming unaffiliated Colombier Public Shareholders experience a negative rate of return following the Closing of the Business Combination;

•        that if, prior to the Closing, the Sponsor provides working capital loans to Colombier, up to $1,500,000 of such working capital loans may be convertible into Private Warrants at the option of the lender, such loans may not be repaid if no business combination is consummated and Colombier is forced to liquidate; provided, however, that, as of the date of this proxy statement/prospectus, there are no such working capital loans outstanding;

•        that unless Colombier consummates an initial business combination, it is possible that Colombier’s officers, directors and the Sponsor may not receive reimbursement for out-of-pocket expenses incurred by them, to the extent that such expenses exceed the amount of available funds not deposited in the Trust Account or from Permitted Withdrawals (provided, however, that, as of the date of this proxy statement/prospectus, Colombier’s officers and directors have not incurred (nor are any of them expecting to incur) out-of-pocket expenses exceeding such funds available to Colombier for reimbursement thereof, but provided, further, that if any such expenses are incurred prior to consummation of the Business Combination, Colombier’s officers, directors and the Sponsor may not receive reimbursement therefor if the proposed Business Combination is not consummated);

•        that if the Trust Account is liquidated, including in the event Colombier is unable to complete an initial business combination by February 24, 2026 (or such other date as approved by the Colombier shareholders), the Sponsor has agreed that it will be liable to Colombier, if and to the extent any claims by a third party for services rendered or products sold to Colombier or a prospective target business with which Colombier has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, to less than $10.00 per share due to reductions in the value of the trust assets less Permitted Withdrawals, provided, however, that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under Colombier’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

•        that the Sponsor and Colombier’s officers and directors may benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•        that under the terms of the Services and Indemnification Agreement, Colombier’s Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and Chief Operating Officer are collectively entitled to aggregate payments of $60,000 per month until the earlier to occur of the completion of Colombier’s initial business combination or its liquidation, payable through OJJA, an affiliate of the Sponsor;

•        that, under the terms of the Administrative Services Agreement, Farvahar Capital LLC, an affiliate of the Sponsor, is entitled to $10,000 per month for office space, secretarial and administrative support services until the earlier of the completion of Colombier’s initial business combination or its liquidation;

•        that Colombier’s directors and officers will be eligible for continued indemnification and continued coverage under directors’ and officers’ liability insurance after the Business Combination and pursuant to the terms of the Merger Agreement; and

•        that the Sponsor has invested an aggregate of $5,025,000 (consisting of $25,000 for the Sponsor Shares and $5,000,000 for the Private Warrants), which means that the Sponsor, following the Merger, if consummated, may experience a positive rate of return on such investments, even if other Colombier shareholders experience a negative rate of return on their investment.

For more information about the potential conflicts of interest, the nature of compensation and the potential dilutive impact of such interests held by the Sponsor and Colombier’s directors and officers, see the following sections in the accompanying proxy statement/prospectus:

•        “Questions and Answers About the Colombier Extraordinary General Meeting — What equity stake will current Public Shareholders, the Sponsor, GrabAGun Members and the GrabAGun Consultant hold in Pubco immediately after the Closing?”

•        “Risk Factors — Risks Related to the Business Combination and Colombier — The Sponsor paid nominal consideration for the Sponsor Shares it holds. As a result, the Sponsor may make a substantial profit if the Business Combination is consummated, even if the shares held by the Sponsor lose substantial value and even if the Business Combination arguably may not be in the best interests of Colombier’s public shareholders.”

•        “The Business Combination Proposal — Interests of Colombier’s Sponsor, Directors, Officers and Advisors in the Business Combination”

In addition, you should carefully consider the matters discussed under the heading entitled “Risk Factors” beginning on page 29 of the accompanying proxy statement/prospectus.

Consideration Received or to be Received, and Securities Issued or to be Issued, by or to the Sponsor

Colombier’s Sponsor, Colombier Sponsor II LLC, a Delaware limited liability company, and its affiliates have received or may receive the following consideration from Colombier prior to or in connection with the completion by Colombier of an initial business combination in accordance with the terms of Colombier’s governing documents (including upon the Closing of the proposed Business Combination with GrabAGun):

Because the Sponsor acquired the Sponsor Shares at a nominal price, the holders of non-redeeming Public Shares will incur an immediate and substantial dilution at the Closing and will incur additional dilution upon the exercise of the warrants held by the Sponsor, Additional detailed information about the potential dilutive impact of interests held by the Sponsor and Colombier’s directors and officers is contained in the accompanying proxy statement/prospectus, including in the sections entitled: “Questions and Answers About the Colombier Extraordinary General Meeting — What equity stake will current Public Shareholders, the Sponsor, GrabAGun Members and the GrabAGun Consultant hold in Pubco immediately after the Closing?” and “The Business Combination Proposal — Interests of Colombier’s Sponsor, Directors, Officers and Advisors in the Business Combination”.

The accompanying proxy statement/prospectus provides Colombier shareholders with detailed information about the Business Combination and other matters to be considered at the Colombier Extraordinary General Meeting. Colombier urges you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to therein, carefully and in their entirety.

The accompanying proxy statement/prospectus may refer to important business and financial information about Colombier reflected in documents Colombier has filed with the Securities and Exchange Commission that are not included in or delivered with this proxy statement/prospectus. You may access these and other filings of Colombier with the Securities and Exchange Commission by visiting its website at www.sec.gov or by requesting them in writing or by telephone at the following address:

Sodali & Co.
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: aact.info@investor.sodali.com

You will not be charged for any of these documents that you request. Shareholders requesting documents should do so by [•], 2025 in order to receive them before the Colombier Extraordinary General Meeting.

Your vote is very important. To ensure your representation at the Colombier Extraordinary General Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the accompanying proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the virtual Colombier Extraordinary General Meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals and for the election of each of the directors proposed by Colombier for election.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD COLOMBIER CLASS A ORDINARY SHARES THROUGH UNITS, SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF COLOMBIER CLASS A ORDINARY SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE DATE OF THE COLOMBIER EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (3) DELIVER YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE COLOMBIER EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in the accompanying proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [•], 2025, and is first being mailed to shareholders of Colombier on or about [•], 2025.

Colombier Acquisition Corp. II
214 Brazilian Avenue, Suite 200-J
Palm Beach, FL 33480

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To Be Held On [•], 2025
[•] a.m. Eastern Time

[•], 2025

TO THE SHAREHOLDERS OF COLOMBIER ACQUISITION CORP. II:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “Colombier Extraordinary General Meeting”) of Colombier Acquisition Corp. II, a Cayman Islands exempted company (“Colombier”), will be held virtually at [•] a.m. Eastern Time on [•], 2025. The Colombier Board of Directors (the “Colombier Board”) has determined to convene and conduct the Colombier Extraordinary General Meeting in a virtual meeting format at www.cstproxy.com/[•]. For the purposes of the Current Charter, the Colombier Extraordinary General Meeting may also be attended in person at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105-0302. The accompanying proxy statement/prospectus includes instructions on how to access the virtual Colombier Extraordinary General Meeting and how to listen and vote from home or any remote location with internet connectivity. You or your proxy holder will be able to attend and vote at the Colombier Extraordinary General Meeting by visiting www.cstproxy.com/ and using a control number assigned by Continental Stock Transfer & Trust Company. The Colombier Extraordinary General Meeting will be held for the purpose of considering and voting on the proposals (the “Proposals”) described below and in the accompanying proxy statement/prospectus. To register and receive access to the virtual meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) of Colombier will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus. At the Colombier Extraordinary General Meeting, Colombier shareholders will be asked to:

(i)     The Business Combination Proposal (Proposal 1) — to consider and vote on a proposal to approve, by ordinary resolution, the (1) Business Combination Agreement, dated as of January 6, 2025 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among Colombier and (i) Metroplex Trading Company LLC (doing business as GrabAGun.com), a Texas limited liability company (together with its successors, “GrabAGun”), (ii) GrabAGun Digital Holdings Inc., a Texas corporation fifty-percent owned by Colombier and fifty-percent owned by GrabAGun (“Pubco”), (iii) Gauge II Merger Sub LLC, a Texas limited liability company and a wholly owned subsidiary of Pubco (“Company Merger Sub”), and to which (iv) Gauge II Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Purchaser Merger Sub”, and together with Company Merger Sub, the “Merger Subs”)) also became a party upon execution of a joinder agreement to the Merger Agreement (all of the transactions (the “Transactions”) contemplated by the Merger Agreement and agreements ancillary thereto, the “Business Combination”) and (2) all of the Transactions comprising the Business Combination, including, without limitation, (a) the merger of Purchaser Merger Sub with and into Colombier, with Colombier continuing as the surviving corporation and a wholly owned subsidiary of Pubco (the “Colombier Merger”), (b) the merger of Company Merger Sub with and into GrabAGun, with GrabAGun continuing as the surviving corporation and a wholly owned subsidiary of Pubco (the “GrabAGun Merger”, and together with the Colombier Merger, the “Mergers”), (c) the issuance of Pubco securities in connection with the Transactions and (d) the delivery to the former owners of GrabAGun (the “GrabAGun Members”) of consideration under the Merger Agreement consisting of newly-issued Pubco shares and aggregate cash consideration equal to $50.0 million.

The Business Combination Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Business Combination Proposal (Proposal 1).” A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

(ii)    The Merger Proposal (Proposal 2) — to consider and vote on a proposal to approve, by special resolution, (i) the merger of Purchaser Merger Sub with and into Colombier, with Colombier continuing as the surviving entity (the “Colombier Merger”) and (ii) the plan of merger (the “Plan of Merger”) to be adopted in connection with the Colombier Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B. The Merger Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Merger Proposal (Proposal 2).”

(iii)   The Charter Proposal (Proposal 3) — to consider and vote on a proposal to approve, by ordinary resolution, an amended and restated certificate of formation of Pubco (the “Proposed Charter”) in the form attached to the accompanying proxy statement/prospectus as Annex C, which will be effective as of the Closing, concurrent with which the amended and restated bylaws of Pubco (the “Proposed Bylaws”) in the form attached to the accompanying proxy statement/prospectus as Annex D, will also be adopted. The Charter Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Charter Proposal (Proposal 3).”

(iv-ix)   The Organizational Documents Proposals (Proposals 4 – 9) — to consider and vote on six (6) separate non-binding advisory proposals to approve, by ordinary resolution, material differences between the Current Charter in effect prior to the Colombier Merger and the terms and provisions to be set forth in the Proposed Charter and Proposed Bylaws of Pubco upon completion of the Business Combination in accordance with the requirements of the SEC, specifically:

Proposal 4:    to approve provisions to be included in the Proposed Charter that increase the total number of authorized shares of capital stock of Pubco to 210,000,0000 shares, consisting of 200,000,000 shares of Pubco Common Stock and 10,000,000 shares of undesignated Pubco preferred stock.

Proposal 5:    to approve provisions to be included in the Proposed Charter providing that directors can only be removed for cause at a meeting called for such purpose by the affirmative vote of the shareholders representing at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the outstanding Pubco shares entitled to vote thereon.

Proposal 6:    to approve provisions to be included in the Proposed Charter providing that (A) special meetings of shareholders may only be called by (i) shareholders representing ownership of at least fifty percent (50%) (or the highest percentage of ownership that may be set under the Texas Business Organizations Code, as amended (“TBOC”)) of the voting power of outstanding Pubco shares entitled to vote at such meeting or (ii) by the Pubco board of directors or Pubco’s Chairman, Chief Executive Officer, or (to the extent required by the TBOC) President; and (B) to allow shareholders to act by unanimous written consent in lieu of a meeting, subject to the rights of holders of any outstanding series of Pubco preferred stock, in accordance with TBOC requirements.

Proposal 7:    to approve provisions to be included in the Proposed Bylaws that increase the threshold for a quorum for any meeting of Pubco shareholders to the number of shareholders, present in person or by proxy, holding a majority of the shares entitled to vote at such meeting.

Proposal 8:    to approve provisions to be included in the Proposed Charter that set the threshold of shareholder votes required to approve a “fundamental business transaction” (as such term is defined in the Texas Business Organizations Code, as amended (“TBOC”), including transactions such as a merger, interest exchange, conversion, or non-ordinary course sale of all or substantially all of Pubco’s assets) to a majority of the outstanding shares entitled to vote on the matter.

Proposal 9:    to approve the omission from the terms of the Proposed Charter of certain blank check provisions that will not be necessary to include in the Proposed Charter upon consummation of the Business Combination.

The Organizational Documents Proposals are described in more detail in the accompanying proxy statement/prospectus under the heading “The Organizational Documents Proposals (Proposals 4 – 9).”

(x)    The Incentive Plan Proposal (Proposal 10) — to consider and vote on a proposal to approve, by ordinary resolution, the 2025 Stock Incentive Plan (the “Incentive Plan”) in the form attached to the accompanying proxy statement/prospectus as Annex E, which, if approved by the Colombier shareholders and adopted by Pubco, will be available to Pubco on a go-forward basis from the Closing. The Incentive Plan Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Incentive Plan Proposal (Proposal 10).”

(xi)   The NYSE Proposal (Proposal 11) — to consider and vote on a proposal to approve, by ordinary resolution, for the purposes of complying with the applicable provisions of Listing Rule 312.03 of the New York Stock Exchange (the “NYSE”), the issuance of Pubco Common Stock in connection with the Business Combination and the additional shares of Pubco Common Stock that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan, to the extent such issuances would require shareholder approval under NYSE Listing Rule 312.03. The NYSE Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The NYSE Proposal (Proposal 11).”

(xii)  The Director Election Proposal (Proposal 12) — to consider and vote on a proposal, by ordinary resolution, to approve the election of nine (9) directors, effective upon the Closing, to serve on the Pubco Board until their respective successors are duly elected and qualified, or until such directors’ earlier death, resignation or removal. The Director Election Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Director Election Proposal (Proposal 12).”

(xiii) The Insider Letter Amendments Proposal (Proposal 13) — to consider and vote on a proposal to approve, by ordinary resolution, amendments (the “Insider Letter Amendments”) to the letter agreement, dated as of November 20, 2023, between Colombier, the Sponsor and the other parties thereto (the “Insider Letter”), attached to the accompanying proxy statement/prospectus as Annex F, to revise the lock-up period applicable to the Colombier Class B Ordinary Shares (as defined below) held by the Sponsor (the “Sponsor Shares”) set forth in the Insider Letter to end on the date that is the earlier of (i) six (6) months or (ii) the date on which the dollar volume-weighted average price of a share of Pubco Common Stock is greater than or equal to $15.00 for any twenty (20) trading days within any thirty (30) consecutive trading day period beginning on the Closing Date. The Insider Letter Amendments Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 13: The Insider Letter Amendments Proposal.”

(xiv) The Adjournment Proposal (Proposal 14) — to consider and vote on a proposal to approve, by ordinary resolution, the adjournment of the Colombier Extraordinary General Meeting to a later date or dates, if necessary or desirable, at the determination of the Colombier Board or the chairman of the Colombier Extraordinary General Meeting. The Adjournment Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 14: The Adjournment Proposal.”

The proposals being submitted for a vote at the Colombier Extraordinary General Meeting are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex A, a copy of the Merger Agreement. Colombier urges you to read carefully the accompanying proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements.

After careful consideration, the Colombier Board has unanimously approved the Merger Agreement and the Transactions comprising the Business Combination and determined that each of the proposals to be presented at the Colombier Extraordinary General Meeting is fair, advisable and in the best interests of Colombier and recommends that you vote or give instruction to vote “FOR” each of the above proposals.

The existence of financial and personal interests of Colombier’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Colombier and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections entitled “Proposal 1: The Business Combination Proposal — Interests of Certain Colombier Persons in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

The Record Date for the Extraordinary General Meeting is [•], 2025 (the “Record Date”). Only holders of record of the Class A Ordinary Shares, par value $0.0001 per share, of Colombier (the “Colombier Class A Ordinary Shares”), and the Class B Ordinary Shares, par value $0.0001 per share, of Colombier (the “Colombier Class B Ordinary Shares” and together with the Colombier Class A Ordinary Shares, the “Colombier Ordinary Shares”) at the close of business on the Record Date are entitled to notice of the Colombier Extraordinary General Meeting and to vote at the Colombier Extraordinary General Meeting and any adjournments or postponements of the Colombier Extraordinary General Meeting.

Pursuant to the Current Charter, in connection with the Business Combination, holders (“Public Shareholders”) of Colombier Class A Ordinary Shares underlying the units (the “Colombier Units”) issued in Colombier’s initial public offering (the “IPO”) may elect to have Colombier redeem, effective upon the closing of the Business Combination, Colombier Class A Ordinary Shares then held by them for cash equal to a pro rata portion of the aggregate amount on deposit in the trust account (the “Trust Account”) established at the time of the IPO as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Colombier in connection with withdrawals from the interest accrued in the Trust Account (in accordance with Colombier’s organizational documents and IPO prospectus), divided by the number of then outstanding Public Shares, subject to the limitations described herein. As of March 17, 2025, based on funds in the Trust Account of approximately $179.2 million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of Public Shares was approximately $10.54 per share. Public Shareholders are not required to attend or vote at the Colombier Extraordinary General Meeting in order to elect to have Colombier redeem their Colombier Class A Ordinary Shares for cash. This means that Public Shareholders who hold Colombier Class A Ordinary Shares on or before [•], 2025 (two (2) business days before the Colombier Extraordinary General Meeting) will be eligible to elect to have their Colombier Class A Ordinary Shares redeemed for cash in connection with the Colombier Extraordinary General Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Colombier Extraordinary General Meeting. A Public Shareholder, together with any of such shareholder’s affiliates or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from electing to have shares redeemed without Colombier’s prior consent if, in the aggregate such shareholder’s shares or, if part of such a group, the group’s shares, for which redemption is sought exceeds 15% or more of the Colombier Ordinary Shares included in the Colombier Units (including overallotment securities sold to Colombier’s underwriters in connection with the IPO). Holders of Colombier’s outstanding public warrants and Colombier Units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding Colombier Units must separate the underlying Colombier Class A Ordinary Shares and Colombier public warrants prior to exercising redemption rights with respect to Public Shares.

In order to exercise redemption rights, holders of Public Shares must:

•        prior to 5:00 p.m. Eastern Time on [•], 2025 (two (2) business days before the Colombier Extraordinary General Meeting), tender your shares physically or electronically using The Depository Trust Company’s DWAC system and submit a request in writing that your Public Shares be redeemed for cash to Continental Stock Transfer & Trust Company, Colombier’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com

•        In your request to Continental Stock Transfer & Trust Company for redemption, you must also affirmatively certify if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other shareholder with respect to Colombier Ordinary Shares; and

•        deliver your Public Shares either physically or electronically through DTC to Colombier’s transfer agent at least two (2) business days before the Colombier Extraordinary General Meeting. Public Shareholders seeking to exercise redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Colombier’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Colombier does not have any control over this process, and it may take

account at a brokerage firm, bank or other nominee, you must instruct your broker, bank or other nominee on how to vote your shares or, if you wish to virtually attend the Colombier Extraordinary General Meeting and vote, obtain a proxy from your broker, bank or other nominee.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Colombier Extraordinary General Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please contact Sodali & Co., our proxy solicitor, using the contact information provided in the enclosed proxy statement/prospectus.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD SHARES OF COLOMBIER CLASS A ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF COLOMBIER CLASS A ORDINARY SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE COLOMBIER EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (3) DELIVER YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE COLOMBIER EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS’’ IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

TABLE OF CONTENTS

TRADEMARKS AND TRADE NAMES

This proxy statement/prospectus includes trademarks of GrabAGun such as GrabAGun, Shoot Now Pay Later, GrabAQuote and others, which are protected under applicable intellectual property laws and are the property of GrabAGun. This proxy statement/prospectus also includes other trademarks, trade names, service marks and trade names that are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols, but such references are not intended to indicate, in any way, that Colombier, Pubco or GrabAGun do not assert, to the fullest extent under applicable law, their respective rights, or the right of the applicable licensor to these trademarks, service marks and trade names.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes estimates, industry position, forecasts, market size growth and information that Colombier and GrabAGun obtained or derived from internal company reports, independent third-party reports and publications, surveys and studies by third parties. Some data are also based on good faith estimates, which are derived from internal company research or analyses, or review of internal company reports as well as the independent sources referred to above. Information that is based on market research, estimates, forecasts, projections, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which GrabAGun operates, and Pubco will operate, is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See “Cautionary Note Regarding Forward-Looking Statements.” These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts, industry information or estimates from independent third parties, Colombier and GrabAGun. Although both Colombier and GrabAGun believe that third-party information on which the companies have based estimates of industry position and industry data are generally reliable, the accuracy and completeness of this information is not guaranteed and is, in any event, subject to change and has not been independently verified.

FREQUENTLY USED TERMS

In this document:

“2024 SPAC Rules” means the rules and regulations for special purchase acquisition companies adopted by the SEC on January 24, 2024, which became effective on July 1, 2024.

“Administrative Services Agreement” means the Administrative Services Agreement, dated as of November 20, 2023, between Colombier and Farvahar, pursuant to which Colombier agreed to pay Farvahar a total of $10,000 a month for office space and secretarial and administrative support services.

“Aggregate Cash Consideration” means an amount of cash equal to $50,000,000, deliverable to the GrabAGun Members at the Closing under the terms of the Merger Agreement.

“Aggregate Stock Consideration” means a number of newly issued shares of Pubco Common Stock equal to $100,000,000 divided by $10.00, deliverable to the GrabAGun Members at the Closing under the terms of the Merger Agreement.

“AI” means artificial intelligence.

“Amended and Restated Registration Rights Agreement” means the amended and restated registration rights agreement to be entered into effective as of the Closing among Colombier, Pubco, the Sponsor and the GrabAGun Members.

“Ancillary Agreements” means each agreement, instrument or document attached to the Merger Agreement or executed or delivered by any party to the Merger Agreement in connection with or pursuant to the Merger Agreement.

“ATF” means the Bureau of Alcohol, Tobacco, Firearms and Explosives.

“BTIG Engagement Letter” means the engagement letter, dated as of April 17, 2025, between Colombier and BTIG, pursuant to which Colombier engaged BTIG to act as capital markets advisor to Colombier in connection with the Business Combination.

“BTIG Reimbursable Expenses” means out-of-pocket fees and expenses incurred in connection with the BTIG Engagement Letter reimbursable by Colombier to BTIG upon consummation, if any, of the Business Combination, not to exceed $25,000, in the aggregate.

“Business Combination” means all of the transactions associated with the proposed business combination of Pubco, Colombier and GrabAGun, including as and contemplated by the terms of the Merger Agreement.

“Closing Date” means the date of the Closing of the Business Combination.

“Closing” means the closing of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Colombier Board” means the board of directors of Colombier.

“Colombier Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of Colombier.

“Colombier Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of Colombier.

“Colombier Extraordinary General Meeting” means the Extraordinary General meeting of the shareholders of Colombier, to be held virtually at [•] a.m., Eastern Time on [•], 2025, and, for purposes of the Current Charter, in person at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105-0302.

“Colombier I” means Colombier Acquisition Corp., a Delaware corporation.

“Colombier Merger” means the merger, in accordance with the terms of the Merger Agreement and which is the subject of the Plan of Merger, of Purchaser Merger Sub with and into Colombier, with Colombier continuing as the surviving entity, as a result of which, all of the Colombier securities outstanding as of immediately prior to the Colombier Merger Effective Time will be cancelled in exchange for the right to receive substantially equivalent securities of Pubco.

“Colombier Merger Effective Time” means the effective time of the Colombier Merger.

“Colombier Ordinary Shares” means the Colombier Class A Ordinary Shares and the Colombier Class B Ordinary Shares.

“Colombier Preference Shares” means preference shares, par value $0.0001 per share, of Colombier, to the extent issued under the terms of the Current Charter, if any, prior to the Business Combination.

“Colombier Securities” means the Units, the Colombier Ordinary Shares, the Colombier Preference Shares and the Warrants, collectively.

“Colombier Warrant Agreement” means the warrant agreement, dated as of November 20, 2023, by and between Colombier and Continental Stock Transfer & Trust Company, as warrant agent, which, upon the Closing, will become an agreement between Pubco and the warrant agent.

“Colombier” means Colombier Acquisition Corp. II, a Cayman Islands exempted company.

“Colombier Transaction Expenses” means the unpaid fees and expenses of Colombier immediately prior to the Closing incurred in connection with or related to the authorization, preparation, negotiation, execution or performance of the Merger Agreement, any Ancillary Agreements related thereto and all other matters related to the consummation of the Merger Agreement.

“Combination Period” means the 27-month period from the closing of the IPO to February 24, 2026 that Colombier has to consummate an initial business combination, unless such time period is further extended by an amendment to the Current Charter.

“Common Stock” or “Pubco Common Stock” means the shares of common stock, par value $0.0001 per share, of Pubco.

“Companies Act” means the Companies Act (Revised) of the Cayman Islands.

“Company Merger Sub” means Gauge II Merger Sub LLC, a Texas limited liability company.

“Covered Parties” means GrabAGun and Pubco and their respective subsidiaries, as set forth in the Non-Competition Agreements.

“Current Charter” means Colombier’s Amended and Restated Memorandum and Articles of Association as currently in effect or in effect from time to time.

“Consulting Agreement” means the Consulting Agreement, dated as of December 31, 2024, between GrabAGun and the GrabAGun Consultant, Donald J. Trump Jr., pursuant to which the Consultant is entitled to receive certain GrabAGun restricted units, which will be settled at the Closing in the form of 300,000 newly issued shares of Pubco Common Stock and which shares do not entitle Mr. Trump to any portion of the Aggregate Cash Consideration.

“DTC” means The Depository Trust Company.

“DWAC” means The Depository Trust Company’s Deposit Withdrawal At Custodian.

“Employment Agreements” means, collectively, the executive employment agreements, to be entered into by Pubco and each of Marc Nemati, Matthew Vittitow and Justin C. Hilty prior to the Closing in accordance with the terms of the Merger Agreement, to take effect contingent and effective upon consummation of the Business Combination.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agent” means Continental Stock Transfer & Trust Company, or another agent mutually agreeable to Colombier and GrabAGun for the purposes, and to perform the actions and transactions, described in the Merger Agreement in connection with the Closing.

“Farvahar” means Farvahar Capital LLC.

“FINRA” means the Financial Industry Regulatory Authority (and any successor thereto, as applicable).

“GrabAGun” means Metroplex Trading Company LLC (doing business as GrabAGun.com), a Texas limited liability company.

“GrabAGun Consultant” means Donald J. Trump Jr.

“GrabAGun Interests” means the membership interests of GrabAGun.

“GrabAGun Members” means Marc Nemati, Matthew Vittitow, Justin C. Hilty and Brent Cossey.

“GrabAGun Merger” means the merger, in accordance with the terms of the Merger Agreement, of Company Merger Sub with and into GrabAGun, with GrabAGun continuing as the surviving entity, as a result of which each interest in GrabAGun outstanding as of immediately prior to the GrabAGun Merger Effective Time will be cancelled in exchange for the right to receive the Aggregate Stock Consideration and Aggregate Cash Consideration in accordance with the terms of the Merger Agreement.

“GrabAGun Merger Effective Time” means the effective time of the GrabAGun Merger in accordance with the Merger Agreement.

“GrabAGun Transaction Expenses” means the unpaid fees and expenses of GrabAGun immediately prior to the Closing incurred in connection with or related to the authorization, preparation, negotiation, execution or performance of the Merger Agreement, any Ancillary Agreements related thereto and all other matters related to the consummation of the Merger Agreement.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Incentive Plan” means the Pubco 2025 Equity Incentive Plan, in the form included as Annex E to this proxy statement/prospectus.

“Insider Letter” means the letter agreement, dated as of November 20, 2023, between Colombier, its officers and directors, BTIG, as representative of the underwriters, and the Sponsor.

“Insider Letter Amendments” means the proposed amendments to the Insider Letter, dated January 6, 2025, as amended, attached as Annex F to this proxy statement/prospectus and proposed to be adopted in connection with the Closing and to be effective as of the Closing, subject to approval by the Colombier shareholders of the Insider Letter Amendments Proposal.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO Promissory Note” means the unsecured promissory note in the principal amount of up to $300,000 issued to the Sponsor on September 27, 2023, which was repaid in full by Colombier.

“IPO Prospectus” means the final prospectus of Colombier, dated as of November 20, 2023, in connection with the IPO, as filed with the SEC pursuant to Rule 424(b) under the Securities Act on November 22, 2023 (File No. 333-274902).

“IPO” means the initial public offering of Colombier’s securities consummated on November 24, 2023.

“IPO Underwriter” or “BTIG” means BTIG, LLC.

“Lock-Up Agreements” means the lock-up agreements entered into simultaneously with the execution of the Merger Agreement between Pubco and each GrabAGun Member pursuant to which the GrabAGun Members agreed to certain transfer and other restrictions applicable to the shares of Pubco Common Stock they will receive in the Merger for a period of time after the Closing.

“Merger Agreement” means the Business Combination Agreement, dated as of January 6, 2025, as it may be amended or supplemented from time to time, between Colombier, Pubco, GrabAGun and Company Merger Sub, to which Purchaser Merger Sub also became a party upon subsequent execution of a joinder agreement.

“Merger Consideration” means the Aggregate Stock Consideration and the Aggregate Cash Consideration to be delivered to the GrabAGun Members upon consummation of the Business Combination under the terms of the Merger Agreement.

“Mergers” means the Colombier Merger and the GrabAGun Merger.

“Minimum Cash Condition” means the condition to Colombier’s and GrabAGun’s respective obligations to consummate the Business Combination under the terms of the Merger Agreement, waivable by both parties, that, at the Closing, and after payment to the GrabAGun Members of the Aggregate Cash Consideration, Pubco will receive cash and cash equivalents, of at least $30.0 million, including funds remaining in the Trust Account (after satisfaction of required Redemption Payments and payment of Colombier Transaction Expenses, but excluding the payment of GrabAGun’s transaction expenses) and including the aggregate amount of transaction financing, if any such financing transactions permitted by the Merger Agreement are entered into and consummated in connection with the Business Combination (which is not currently anticipated).

“Non-Competition Agreements” means the non-competition and non-solicitation agreements between Pubco, GrabAGun and each of the GrabAGun Members, entered into simultaneously with the execution of the Merger Agreement.

“NYSE” means the New York Stock Exchange.

“OJJA” means OJJA, LLC, a Florida limited liability company.

“Outside Date” means, for purposes of, and as used in, the Merger Agreement, the date of August 1, 2025, or an applicable later date if extended pursuant to the terms of the Merger Agreement.

“Permitted Withdrawals” means withdrawals from the interest accrued in the Trust Account, in accordance with Colombier’s Current Charter and IPO prospectus, to (i) fund Colombier’s working capital requirements, subject to an annual limit of $1,000,000, and (ii) pay Colombier’s taxes, provided that notwithstanding the $1,000,000 annual limitation applicable to working capital withdrawals; provided that all Permitted Withdrawals may only be made from interest and not from the principal held in the Trust Account.

“Person” or “person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, exempted company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“Plan of Merger” means the plan of merger to be entered into between Colombier, Purchaser Merger Sub, and Pubco in connection with effecting the Colombier Merger in accordance with the laws of the Cayman Islands.

“Private Placement” means the private placement consummated simultaneously with the IPO in which Colombier issued the Private Warrants to the Sponsor.

“Private Warrant” means (i) prior to the Closing, one (1) whole warrant entitling the holder thereof to purchase one (1) Colombier Class A Ordinary Share at a purchase price of $11.50 per share, and (ii) after the Closing, the equivalent warrants of Pubco issued in exchange for the Private Warrants of Colombier upon consummation of the Colombier Merger.

“Private Warrant Subscription Agreement” means the Warrant Subscription Agreement, dated as of November 20, 2023, between Colombier and the Sponsor, pursuant to which, the Sponsor purchased 5,000,000 Private Warrants in the Private Placement.

“Proposals” means the Business Combination Proposal, the Merger Proposal, the Charter Proposal, the Organizational Documents Proposals, the NYSE Proposal, the Incentive Plan Proposal, the Director Election Proposal, the Insider Letter Amendments Proposal and the Adjournment Proposal, each as defined in the section of this proxy statement/prospectus entitled “Questions and Answers About the Colombier Extraordinary General Meeting — What proposals are shareholders of Colombier being asked to vote upon?”.

“Proposed Bylaws” means the amended and restated bylaws of Pubco in the form included as Annex D to this proxy statement/prospectus, to be adopted by Pubco upon consummation of the Business Combination.

“Proposed Charter” means the amended and restated certificate of formation of Pubco in the form included as Annex C to this proxy statement/prospectus, to be adopted by Pubco and which will be effective as of the Closing, assuming the Charter Proposal is approved by Colombier shareholders at the Colombier Extraordinary General Meeting.

“Pubco” means GrabAGun Digital Holdings Inc.

“Pubco Board” means the board of directors of Pubco.

“Public Shares” means Colombier Class A Ordinary Shares underlying the Units sold in the IPO, including any overallotment securities acquired by Colombier’s underwriters.

“Public Shareholders” means holders of Public Shares.

“Public Warrant” means (i) prior to the Closing, one (1) whole redeemable warrant that was included in as part of each Unit, entitling the holder thereof to purchase one (1) Colombier Class A Ordinary Share at a purchase price of $11.50 per share, and (ii) after the Closing, the equivalent warrants of Pubco issued in exchange for the Public Warrants of Colombier upon consummation of the Colombier Merger.

“Purchaser Merger Sub” means Gauge II Merger Sub Corp., an exempted company incorporated in the Cayman Islands.

“Record Date” means the close of business on [•], 2025, the date on which only holders of record of the Colombier Ordinary Shares are entitled to notice of the Colombier Extraordinary General Meeting and to vote at the Colombier Extraordinary General Meeting and any adjournments or postponements of the Colombier Extraordinary General Meeting.

“Redemption” means the right of the holders of Public Shares to have their shares redeemed in connection with the consummation of the Business Combination in accordance with the procedures set forth in this proxy statement/prospectus and the Current Charter.

“Redemption Payment” means the aggregate amount paid to such Public Shareholders that have redeemed their Public Shares pursuant to the Redemption.

“Redemption Price” means an amount equal to the price at which Public Shareholders that timely and properly request Redemptions may have Public Shares held by them redeemed pursuant to the Redemption.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of November 20, 2023, among Colombier, Sponsor and the other persons listed thereto, entered into in connection with the IPO.

“Required Proposals” means the Business Combination Proposal, the Merger Proposal, the Charter Proposal, the Incentive Plan Proposal, the NYSE Proposal, the Director Election Proposal and the Insider Letter Amendments Proposal.

“Roth” means Roth Capital Partners, LLC.

“Roth Engagement Letter” means the engagement letter, dated as of April 18, 2025, between Colombier and Roth, pursuant to which Colombier engaged Roth to act as capital markets advisor to Colombier in connection with the Business Combination.

“Roth IPO Advisory Agreement” means that certain Financial Advisory Services Agreement, dated as of November 20, 2024, between Colombier and Roth.

“Roth Reimbursable Expenses” means out-of-pocket fees and expenses incurred in connection with the Roth Engagement Letter reimbursable by Colombier to Roth upon consummation, if any, of the Business Combination, not to exceed $5,000, in the aggregate.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller Support Agreements” means the Seller Support Agreements entered into by Colombier, GrabAGun and each of the GrabAGun Members simultaneously with the execution of the Merger Agreement.

“Services and Indemnification Agreement” means the Services and Indemnification Agreement, dated as of November 20, 2023, between Colombier, OJJA and Colombier’s Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and Chief Operating Officer, pursuant to which Colombier pays OJJA $60,000 per month for the services of the aforementioned officers of Colombier.

“Shareholders’ Agreement” means the Shareholders’ Agreement among Pubco, Colombier and GrabAGun entered into simultaneously with the execution of the Merger Agreement.

“Sodali” means “Sodali & Co.

“Sponsor” means Colombier Sponsor II LLC, a Delaware limited liability company.

“Sponsor Shares” means Colombier Class B Ordinary Shares initially purchased by the Sponsor in a private placement consummated simultaneously with the IPO, and following the Closing, the shares of Pubco Common Stock to be issued in exchange for such Colombier Class B Ordinary Shares.

“Stephens” means Stephens Inc., financial advisor to GrabAGun in connection with the Business Combination.

“Stephens Engagement Letter” means that certain letter agreement, dated as of April 5, 2021, between GrabAGun and Stephens (as amended by that certain letter agreement, dated as of December 13, 2022, between GrabAGun and Stephens, and as further amended by that certain letter agreement, dated as of January 3, 2025, between GrabAGun and Stephens).

“TBOC” means the Texas Business Organizations Code, as amended.

“Transactions” means all of the actions and transactions comprising the proposed Business Combination, including all of the transactions contemplated by the Merger Agreement, the Ancillary Agreements and any other agreements entered into in connection with the Closing, including the issuances of Pubco securities pursuant to the foregoing.

“Trust Account” means the trust account of Colombier, established at the time of the IPO, containing proceeds of the sale of the Units in the IPO, including from overallotment securities sold by Colombier’s underwriters, and the sale of Private Warrants following the closing of the IPO.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of November 20, 2023, between Colombier and the Trustee, as well as any other agreements entered into related to or governing the Trust Account.

“Trustee” means Continental Stock Transfer & Trust Company, a New York corporation, in its capacity as Trustee under the Trust Agreement.

“Underwriting Agreement” means that certain underwriting agreement, dated as of November 20, 2023, by and between Colombier and the IPO Underwriter.

“Units” means the units issued in the IPO (including overallotment units acquired by the IPO Underwriter) consisting of one (1) Colombier Class A Ordinary Share and one-third (1/3) of one Public Warrant.

“US GAAP” means generally accepted accounting principles in the United States of America.

“Warrants” means Private Warrants and Public Warrants, collectively.

“Working Capital Loans” means funds, if any, 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 Colombier’s directors and officers may, but are not obligated to, loan to Colombier.

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to holders of securities of Pubco as of immediately following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus):

1.      That no Public Shareholders exercise their redemption rights prior to (in the event that, in connection with a meeting of Colombier shareholders convened prior to the Closing Date, if any, Public Shareholders are provided an opportunity to redeem Public Shares in accordance with the terms of the Current Charter) or in connection with the Closing of the Business Combination. Please see the section entitled “The Colombier Extraordinary General Meeting — Redemption Rights.”

2.      That there are no transfers, distributions, conversions or forfeitures of securities held by the Sponsor prior to or in connection with the Closing.

3.      That no holders of Public Warrants or Private Warrants exercise any of the outstanding Colombier warrants.

4.      That there are no issuances of equity securities by Colombier prior to the Closing.

5.      That other than pursuant to the Consulting Agreement, GrabAGun does not issue any equity or equity-linked securities prior to or in connection with the Closing.

6.      That, at the Closing, 300,000 shares of Pubco Common Stock will be issued to the GrabAGun Consultant in accordance with the terms of the Consulting Agreement.

7.      For purposes of calculating estimated Redemption Payments in connection with the presentation in this proxy statement/prospectus of various illustrative examples of pro forma Pubco ownership scenarios, except to the extent otherwise noted, a Redemption Price of $10.45 per Public Share, calculated based on $177.6 million contained in the Trust Account as of December 31, 2024, is used, solely for calculation purposes.

The share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to Pubco security holders following the Business Combination also do not include any shares reserved for issuance in connection with, or equity awards that may be made in connection with or following completion of the Business Combination pursuant to the Incentive Plan, and do not give effect to any other potential dilutive issuances of equity or equity-linked securities.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this proxy statement/prospectus may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect Colombier’s, Pubco’s, and GrabAGun’s current views, as applicable, with respect to, among other things, their respective capital resources, performance and results of operations. Likewise, all of Colombier’s and GrabAGun’s statements, if any, regarding anticipated growth in operations, anticipated market conditions, demographics, reserves and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “scheduled,” “forecasts,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

Colombier and GrabAGun caution readers of this proxy statement/prospectus that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond Colombier’s and GrabAGun’s control, which could cause the actual results to differ materially from the expected results. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, forecasts of growth, market opportunity and market share, potential benefits and the commercial attractiveness to its customers of products sold through GrabAGun’s platform, the potential success of GrabAGun’s marketing and growth strategies, potential benefits of the Business Combination (including with respect to shareholder value), and expectations related to the terms and timing of the Business Combination. These statements are based on various assumptions, whether or not identified in this proxy statement/prospectus, and on the current expectations of GrabAGun’s and Colombier’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions and none of Colombier, Pubco or GrabAGun guarantees that the transactions and events described will happen as described (or that they will happen at all). These forward-looking statements are subject to a number of risks and uncertainties, including:

•        changes in the competitive industries and markets in which GrabAGun operates or plans to operate;

•        changes in applicable laws or regulations affecting GrabAGun’s business;

•        the ability of GrabAGun to implement business plans and realize opportunities;

•        risks related to the expansion of GrabAGun’s business;

•        risks related to GrabAGun’s potential inability to maintain profitability and continue generating significant revenues;

•        current and future economic, political and social conditions in the U.S. economy and the impacts, uncertainty, unrest or concern about any of the foregoing may have on GrabAGun’s business and the market in which it operates;

•        the ability of GrabAGun to retain existing vendor partners, FFL holders, distributors and other material business relationships and attract new business partners in the future;

•        the potential inability of GrabAGun to manage growth effectively;

•        GrabAGun’s ability to continue to enhance its technology and customer-facing eCommerce platform;

•        the ability to recruit, train and retain qualified personnel;

•        risks related to supply shortages or a potential inability to keep pace with product or marketplace innovations;

•        risk related to GrabAGun listing shares on the NYSE and operating as a public company;

QUESTIONS AND ANSWERS ABOUT THE COLOMBIER EXTRAORDINARY GENERAL MEETING

The following questions and answers below only highlight selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Colombier Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Colombier shareholders. We urge you to read this entire proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Colombier Extraordinary General Meeting. See also the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Q:     Why am I receiving this proxy statement/prospectus?

A:     Colombier shareholders are being asked to consider and vote upon a Proposal to approve and adopt the Business Combination including the Transactions contemplated by the Merger Agreement, among other Proposals. Upon the completion of the transactions contemplated by the Merger Agreement, both Colombier and GrabAGun will become wholly owned subsidiaries of Pubco. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Colombier Extraordinary General Meeting. You should read this proxy statement/prospectus and its annexes and the other documents referred to herein carefully and in their entirety.

THE VOTE OF COLOMBIER SHAREHOLDERS IS IMPORTANT. COLOMBIER SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE COLOMBIER EXTRAORDINARY GENERAL MEETING.

Q:     What proposals are shareholders of Colombier being asked to vote upon?

A:     Shareholders of Colombier are being asked to vote upon the following Proposals:

(1)    The Business Combination Proposal (Proposal 1) — To consider and vote on a proposal to approve, by ordinary resolution, the Merger Agreement and the transactions contemplated thereby pursuant to which, at the Effective Time of the Mergers:

•        Purchaser Merger Sub will merge with and into Colombier, with Colombier continuing as the surviving entity and a wholly owned subsidiary of Pubco, as a result of which each issued and outstanding security of Colombier immediately prior to the Colombier Merger Effective Time will be cancelled in exchange for the right to receive, at the Closing, substantially equivalent securities of Pubco; and

•        Company Merger Sub will merge with and into GrabAGun, with GrabAGun continuing as the surviving entity and a wholly owned subsidiary of Pubco, as a result of which each of the outstanding interests in GrabAGun held by GrabAGun Members will be cancelled in exchange for the right to receive newly-issued shares of Pubco Common Stock and the Aggregate Cash Consideration; and

•        Concurrently with the foregoing, Colombier will satisfy required Redemption Payments and Pubco will issue 300,000 shares of Pubco Common Stock to the GrabAGun Consultant under the terms of the Consulting Agreement.

We refer to this Proposal as the “The Business Combination Proposal.” A copy of the Merger Agreement is attached to the proxy statement/prospectus as Annex A.

In addition to the approval of the Proposals at the Colombier Extraordinary General Meeting, unless waived by the parties to the Merger Agreement, in accordance with the Merger Agreement and applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Merger Agreement including, among other things, receipt of the requisite shareholder approvals contemplated

by this proxy statement/prospectus. For more information about the closing conditions to the Business Combination, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Conditions to Closing.”

The Merger Agreement may be terminated at any time prior to the Closing of the Business Combination upon agreement of GrabAGun and Colombier, or by GrabAGun or Colombier acting alone in specified circumstances as described in the Merger Agreement. For more information about the termination rights under the Merger Agreement, see the section entitled “The Business Combination Proposal — Termination.”

Pursuant to the Current Charter, in connection with the Business Combination, the Public Shareholders may elect to redeem, effective upon the Closing of the Business Combination, Colombier Class A Ordinary Shares then held by them for cash equal to the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Colombier in connection with Permitted Withdrawals, divided by the number of then outstanding Public Shares, subject to the limitations described herein and in the Current Charter. As of March 17, 2025, based on funds in the Trust Account of approximately $179.2 million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of Public Shares was approximately $10.54 per share. Public Shareholders are not required to affirmatively vote for or against the Business Combination in order to redeem their Colombier Class A Ordinary Shares for cash. This means that Public Shareholders who hold Colombier Class A Ordinary Shares on or before [•], 2025 (two (2) business days before the Colombier Extraordinary General Meeting) will be eligible to elect to have their Colombier Class A Ordinary Shares redeemed for cash in connection with the Colombier Extraordinary General Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Colombier Extraordinary General Meeting.

A Public Shareholder, together with any of such shareholder’s affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate such shareholder’s shares or, if part of such a group, the group’s shares, with respect to 15% or more of the Colombier Ordinary Shares included in the Units. Holders of Colombier’s outstanding public warrants and Units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding Units must separate the underlying Colombier Class A Ordinary Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

See the section entitled “The Colombier Extraordinary General Meeting — Redemption Rights.”

The Business Combination will be consummated only if the Required Proposals are approved at the Colombier Extraordinary General Meeting, which Required Proposals include the Business Combination Proposal, the Merger Proposal, the Charter Proposal, the Incentive Plan Proposal, the NYSE Proposal, the Director Election Proposal and the Insider Letter Amendments Proposal. The Required Proposals are conditioned on the approval of the Business Combination Proposal. The Organizational Documents Proposals are conditioned on the Required Proposals. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

The Business Combination is not structured in a way that approval of at least a majority of unaffiliated Colombier shareholders is required.

The Business Combination involves numerous risks. For more information about these risks, see the section entitled “Risk Factors.”

(2)    The Merger Proposal (Proposal 2) — To consider and vote on a proposal to approve, by special resolution, (i) the merger of Purchaser Merger Sub with and into Colombier, with Colombier continuing as the surviving entity and (ii) the Plan of Merger, a copy of which is attached to this proxy statement/prospectus as Annex B, and any and all transactions provided for in the Plan of Merger, including the amendment and restatement of the memorandum and articles of association of Colombier.

(3)    The Charter Proposal (Proposal 3) — To consider and vote on a proposal to approve, by ordinary resolution, the Proposed Charter, in the form attached to this proxy statement/prospectus as Annex C (the “Proposed Charter”), which will amend and restate the Current Charter in its entirety and which will be effective as of the Closing. Concurrent with the adoption of the Proposed Charter, the Proposed Bylaws in the form attached to this proxy statement/prospectus as Annex D will also be adopted.

(4-9) The Organizational Documents Proposals (Proposals 4-9) — to consider and vote on six (6) separate non-binding advisory proposals to approve, by ordinary resolution, material differences between the Current Charter in effect prior to the Colombier Merger and the terms and provisions to be set forth in the Proposed Charter and Proposed Bylaws of Pubco upon completion of the Business Combination in accordance with the requirements of the SEC, specifically:

Proposal 4:    to approve provisions to be included in the Proposed Charter that increase the total number of authorized shares of capital stock of Pubco to 210,000,0000 shares, consisting of 200,000,000 shares of Pubco Common Stock and 10,000,000 shares of undesignated Pubco preferred stock.

Proposal 5:    to approve provisions to be included in the Proposed Charter providing that directors can only be removed for cause at a meeting called for such purpose by the affirmative vote of the shareholders representing at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the outstanding Pubco shares entitled to vote thereon.

Proposal 6:    to approve provisions to be included in the Proposed Charter providing that (A) special meetings of shareholders may only be called by (i) shareholders representing ownership of at least fifty percent (50%) (or the highest percentage of ownership that may be set under the Texas Business Organizations Code, as amended (“TBOC”)) of the voting power of outstanding Pubco shares entitled to vote at such meeting or (ii) by the Pubco Board or by the Pubco Chairman, Chief Executive Officer, or (to the extent required by the TBOC) President; and (B) to allow shareholders to act by unanimous written consent in lieu of a meeting, subject to the rights of holders of any outstanding series of Pubco preferred stock, in accordance with TBOC requirements.

Proposal 7:    to approve provisions to be included in the Proposed Bylaws that increase the threshold for a quorum for any meeting of Pubco shareholders to the number of shareholders, present in person or by proxy, holding a majority of the shares entitled to vote at such meeting.

Proposal 8:    to approve provisions to be included in the Proposed Charter that set the threshold of shareholder votes required to approve a “fundamental business transaction” (as such term is defined in the Texas Business Organizations Code, as amended (“TBOC”), including transactions such as a merger, interest exchange, conversion, or non-ordinary course sale of all or substantially all of Pubco’s assets) to a majority of the outstanding shares entitled to vote on the matter.

Proposal 9:    to approve the omission from the terms of the Proposed Charter of certain blank check provisions that will not be necessary to include in the Proposed Charter upon consummation of the Business Combination.

(10)  The Incentive Plan Proposal (Proposal 10) — To consider and vote on a proposal to approve, by ordinary resolution, the 2025 Stock Incentive Plan (the “Incentive Plan”) in the form attached to this proxy statement/prospectus as Annex E, which, if approved by the Colombier shareholders and adopted by Pubco, will be available to Pubco on a go-forward basis from the Closing. The Incentive Plan Proposal is described in more detail in this proxy statement/prospectus under the heading “The Incentive Plan Proposal (Proposal 10).”

(11)  The NYSE Proposal (Proposal 11) — To consider and vote on a proposal to approve, by ordinary resolution and for purposes of complying with the applicable listing rules of the NYSE, the issuance of the shares of Common Stock to be issued in connection with the Business Combination. The NYSE Proposal is described in more detail in this proxy statement/prospectus under the heading “The NYSE Proposal (Proposal 11).”

(12)  The Director Election Proposal (Proposal 12) — To consider and vote on a proposal to approve, by ordinary resolution, the election of nine (9) directors to serve terms on Pubco’s board of directors effective at the Effective Time as set forth in the Pubco Charter or until their respective successors are duly elected and qualified. The Director Election Proposal is described in more detail in this proxy statement/prospectus under the heading “The Director Election Proposal (Proposal 12).”

(13)  The Insider Letter Amendments Proposal (Proposal 13) — To consider and vote on a proposal to approve, by ordinary resolution, amendments to the Insider Letter, attached to this proxy statement/prospectus as Annex F, to revise the lock-up period applicable to Colombier’s Class B Ordinary Shares held by the Sponsor set forth in the Insider Letter to end on the date that is the earlier of (i) six (6) months after the Closing Date or (ii) the date on which the dollar volume-weighted average price of a share of Pubco Common Stock is greater than or equal to $15.00 for any twenty (20) trading days within any thirty (30) consecutive trading day period beginning on the Closing Date. The Insider Letter Amendments Proposal is described in more detail in this proxy statement/prospectus under the heading “Proposal 13: The Insider Letter Amendments Proposal.”

(14)  The Adjournment Proposal (Proposal 14) — To consider and vote on a proposal to approve, by ordinary resolution, the adjournment of the Colombier Extraordinary General Meeting to a later date or dates, if necessary or appropriate as determined by the Colombier Board.

Q:     What interests do Colombier’s Sponsor, current officers and directors and advisors have in the Business Combination?

A:     In considering the recommendation of the Colombier Board to vote in favor of the Business Combination, Public Shareholders should be aware that, aside from their interests as shareholders, the Sponsor, directors and officers have interests in the Business Combination that are different from, or in addition to, those of Colombier’s other shareholders generally, including the aggregate amount at risk to the Sponsor of $5,025,000, which is the amount that the Sponsor paid for its Sponsor Shares and Private Warrants. Colombier’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to the Public Shareholders that they approve the Business Combination. Further, the interests of the Sponsor and current officers or directors of Colombier may be different from or in addition to (and which may conflict with) your interests and they may be incentivized to complete a less favorable business combination rather than liquidating Colombier. Public Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the fact that:

•        that if the Business Combination or another Colombier initial business combination is not consummated by February 24, 2026 (or such other date as approved by the Colombier shareholders), Colombier will cease all operations except for the purpose of winding up. In such event, the 4,250,000 Class B Ordinary Shares referred to as the Sponsor Shares (which, upon consummation of an initial business combination or earlier, in accordance with the terms of the Current Charter, will or may be converted into Colombier Class A Ordinary Shares) held by the Sponsor (or any permitted distributees thereof, as applicable) will be worthless because the holders thereof entered into an agreement waiving entitlement to participate in any redemption or liquidating distributions with respect to such shares. Neither the Sponsor nor any other person received any compensation in exchange for this agreement to waive redemption and liquidation rights. Pursuant to terms of the Insider Letter, the Sponsor Shares are subject to a lock-up whereby, subject to certain limited exceptions, the Sponsor Shares are not transferable until the earlier of (A) six months after the completion of Colombier’s initial business combination or (B) subsequent to Colombier’s initial business combination, the date on which Pubco consummates a transaction which results in all of its shareholders having the right to exchange their shares for cash, securities or other properties; provided, however, that if the Insider Letter Amendments Proposal is approved by Colombier shareholders when presented at the Colombier Extraordinary General Meeting, the foregoing lock-up terms will be amended as set forth in such proposal, upon the effectiveness of the Insider Letter Amendments at the Closing. In this regard, while the Sponsor Shares are not the same as the Colombier Class A Ordinary Shares, are subject to certain restrictions that are not applicable to the Colombier Class A Ordinary Shares, and may become worthless if Colombier does not complete a business combination by February 24, 2026 (or such other date as approved by the Colombier shareholders), the aggregate value of the 4,250,000 Sponsor Shares owned by the Sponsor is estimated to be approximately $45.0 million, assuming the per share value of the Sponsor Shares is the same as the $10.58 closing price of the Colombier Class A Ordinary Shares on the NYSE on March 14, 2025;

•        that if the Business Combination or another Colombier initial business combination is not consummated by February 24, 2026 (or such other date as approved by the Colombier shareholders), Colombier will cease all operations except for the purpose of winding up. In such event, the 5,000,000 Private Warrants held by the Sponsor (or any permitted distributees thereof, as applicable) will expire worthless. The Sponsor purchased the Private Warrants at an aggregate purchase price of $5,000,000, or $1.00 per warrant, with each whole Private Warrant entitling the holder thereof to purchase one Colombier Class A Ordinary Share for $11.50 per share, in the Private Placement consummated simultaneously with the IPO. Pursuant to the terms of the Insider Letter, the Private Warrants and all of their underlying securities, are also subject to lock-up restrictions whereby, subject to certain limited exceptions, the Private Warrants will not be sold or transferred until 30 days after Colombier has completed a business combination. In this regard, while the Private Warrants are not the same as the Public Warrants, the aggregate value of the 5,000,000 Private Warrants held by the Sponsor is estimated to be approximately $3.5 million, assuming the per warrant value of a Private Warrant is the same as the $0.7011 closing price of the Public Warrants on the NYSE on March 14, 2025;

•        that if the proposed Business Combination is consummated, immediately after the Closing the Sponsor is anticipated to hold 13.5% of the outstanding shares of Pubco Common Stock, based on the assumptions set forth in the section of this proxy statement/prospectus entitled “Share Calculations and Ownership Percentages”, which also incorporate relevant assumptions further described in the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities” and 5,000,000 warrants, assuming, among other assumptions further described in aforementioned sections of this proxy statement/prospectus, no redemptions of Public Shares and no exercise of Public Warrants or Private Warrants prior to or in connection with the proposed Business Combination;

•        that, based on the difference in the effective purchase price of $0.006 per share paid for the Colombier Class B Ordinary Shares, and $1.00 per warrant paid for the Private Warrants, as compared to the purchase price of $10.00 per Unit sold in the IPO, the Sponsor and its members may earn a positive rate of return even if the share price of Pubco after the Closing falls below the price initially paid for the Units in the IPO and the unredeeming unaffiliated Public Shareholders experience a negative rate of return following the Closing of the Business Combination;

•        that if, prior to the Closing, the Sponsor provides working capital loans to Colombier, up to $1,500,000 of which may be convertible into Private Warrants at the option of the Sponsor, such loans may not be repaid if no business combination is consummated and Colombier is forced to liquidate; provided, however, that, as of the date of this proxy statement/prospectus, there are no such working capital loans outstanding;

•        that unless Colombier consummates an initial business combination, it is possible that Colombier’s officers, directors and the Sponsor may not receive reimbursement for out-of-pocket expenses incurred by them, to the extent that such expenses exceed the amount of available funds not deposited in the Trust Account or from Permitted Withdrawals (provided, however, that, as of the date of this proxy statement/prospectus, Colombier’s officers and directors have not incurred (nor are any of them expecting to incur) out-of-pocket expenses exceeding such funds available to Colombier for reimbursement thereof, but provided, further, that if any such expenses are incurred prior to consummation of the Business Combination, Colombier’s officers, directors and the Sponsor may not receive reimbursement therefor if the proposed Business Combination is not consummated);

•        that if the Trust Account is liquidated, including in the event Colombier is unable to complete an initial business combination by February 24, 2026 (or such other date as approved by the Colombier shareholders), the Sponsor has agreed that it will be liable to Colombier, if and to the extent any claims by a third party for services rendered or products sold to Colombier or a prospective target business with which Colombier has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, to less than $10.00 per share due to reductions in the value of the trust assets less Permitted Withdrawals, provided, however, that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under Colombier’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

•        that the Sponsor and Colombier’s officers and directors may benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•        that under the terms of the Services and Indemnification Agreement, Colombier’s Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and Chief Operating Officer are collectively entitled to aggregate payments of $60,000 per month until the earlier to occur of the completion of Colombier’s initial business combination or its liquidation, payable through OJJA, an affiliate of the Sponsor;

•        that, under the terms of the Administrative Services Agreement, Farvahar Capital LLC, an affiliate of the Sponsor, is entitled to $10,000 per month for office space, secretarial and administrative support services until the earlier of the completion of Colombier’s initial business combination or its liquidation;

•        that Colombier’s directors and officers will be eligible for continued indemnification and continued coverage under directors’ and officers’ liability insurance after the Business Combination and pursuant to the terms of the Merger Agreement; and

•        that the Sponsor has invested an aggregate of $5,025,000 (consisting of $25,000 for the Sponsor Shares and $5,000,000 for the Private Warrants), which means that the Sponsor, following the Merger, if consummated, may experience a positive rate of return on such investments, even if other Colombier shareholders experience a negative rate of return on their investment.

In addition to the interests of the Sponsor and Colombier’s executive officers and directors in the Business Combination, Colombier shareholders should be aware that the IPO Underwriter (BTIG) as well as Roth, in its capacity as financial advisor to Colombier in connection with the IPO, may also have financial interests that are different from, or in addition to, the interests of Colombier shareholders, including the fact that:

•        pursuant to the terms of the Underwriting Agreement, the IPO Underwriter may receive deferred underwriting fees in an amount equal to up to $0.35 per Unit issued in the IPO, or $5,950,000, and such fees are payable only if Colombier completes an initial business combination. Up to $0.30 per Unit of the $0.35 at the sole discretion of Colombier may be reallocated for expenses in connection with its initial business combination and working capital needs post the initial business combination, after the satisfaction of redemptions in connection with an initial business combination. Any such reduction of the deferred underwriting fee will also reduce proportionately the amount payable to Roth under the Financial Advisory Services Agreement described below;

•        pursuant to the Financial Advisory Services Agreement, Roth may receive a deferred fee of up to $1,190,000, or such other amount as Roth and Colombier have agreed, as permitted by the terms of the Roth IPO Advisory Agreement, and such fees are payable at the closing of the Business Combination only if Colombier completes an initial business combination;

•        pursuant to the Roth Engagement Letter, 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;

•        pursuant to the Roth Engagement Letter, 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.

•        pursuant to the BTIG Engagement Letter, 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; and

•        pursuant to the BTIG Engagement Letter, 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.

These interests may have influenced the Colombier Board in making their recommendation that you vote in favor of the approval of the Business Combination. The members of the Colombier Board were aware of and considered these interests, among other matters, when they approved the Business Combination and recommended that

Colombier shareholders approve the proposals required to effect the Business Combination. The Colombier Board determined that the overall benefits expected to be received by Colombier and its shareholders in the Business Combination outweigh any potential risk created by the conflicts stemming from these interests. In addition, the Colombier Board determined that potentially disparate interests would be mitigated because (i) most of these disparate interests would exist with respect to a business combination by Colombier with any other target business or businesses, (ii) these interests could be adequately disclosed to shareholders in this proxy statement/prospectus, and that shareholders could take them into consideration when deciding whether to vote in favor of the proposals set forth herein and (iii) the Sponsor will hold equity interests in Pubco with value that, after the Closing, will be based on the future performance of Pubco’s stock.

Q:     Did the Colombier Board obtain a fairness opinion (or any similar report or appraisal) in determining whether or not to proceed with the Business Combination?

A:     No. The Colombier Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination (including the consideration to be delivered to GrabAGun Members under the terms of the Merger Agreement). However, Colombier management and the members of the Colombier Board have substantial experience evaluating the financial merits of companies across a variety of industries, including eCommerce and other consumer-oriented businesses, and the Colombier Board concluded that this experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination and its terms. The factors and information considered by the Colombier Board, as further described under the heading “Colombier Financial Analysis” below, included information about other public companies with similarities to GrabAGun’s business and other relevant financial information selected based on the business experience and the professional judgment of Colombier management. The risks related to the Colombier Board not obtaining a fairness opinion or any similar report or appraisal in connection with the determination to approve the Business Combination are further described under the heading “Risks Related to the Business Combination and Colombier” below, under the subheading “Neither the Colombier Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, you have no assurance from an independent source that the price Colombier is paying for GrabAGun is fair to Colombier — and, by extension, its securityholders — from a financial point of view.”

Q:     Are any of the proposals conditioned on one another?

A:     Yes. Each of the Business Combination Proposal, the Merger Proposal, the Charter Proposal, the Incentive Plan Proposal, the NYSE Proposal, the Director Election Proposal and the Insider Letter Amendments Proposal is conditioned on one another and are referred to collectively herein as the “Required Proposals.” The remaining Proposals, consisting of the Organizational Documents Proposals and the Adjournment Proposal are not Required Proposals. Unless the Business Combination Proposal is approved, the other Required Proposals will not be presented to the shareholders of Colombier at the Colombier Extraordinary General Meeting, because they are conditioned on the approval of the Business Combination Proposal. The Business Combination Proposal and the Organizational Documents Proposals are likewise conditioned on the approval of these Required Proposals. The approval of the Business Combination Proposal and the other Required Proposals are preconditions to the consummation of the Business Combination. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that if the Required Proposals do not receive the requisite vote for approval, Colombier will not consummate the Business Combination. If Colombier does not consummate the Business Combination and fails to complete an initial business combination by February 24, 2026 (or such other date as approved by the Colombier shareholders), Colombier will be required, in accordance with the Current Charter, to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account (less Permitted Withdrawals and up to $100,000 of interest to pay dissolution expenses) to its Public Shareholders. If Colombier’s initial business combination is not consummated by February 24, 2026 (or such other date as approved by the Colombier shareholders), then Colombier’s existence will terminate, and Colombier will distribute amounts in the Trust Account as provided in the Current Charter.

Q:     When and where will the Colombier Extraordinary General Meeting take place?

A:     The Colombier Extraordinary General Meeting will be held on [•], 2025 at [•] a.m. Eastern Time, in a virtual meeting format at www.cstproxy.com/[•]. For the purposes of the Current Charter, the Extraordinary General Meeting may also be attended in person at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105-0302.

Q:     What will happen in the Business Combination?

A:     At the Effective Time, (i) Purchaser Merger Sub will merge with and into Colombier, with Colombier continuing as the surviving entity, as a result of which each issued and outstanding security of Colombier immediately prior to the effective time of the Colombier Merger will no longer be outstanding and will automatically be cancelled in exchange for the right to receive, at the Closing, substantially equivalent securities of Pubco, (ii) Company Merger Sub will merge with and into GrabAGun, with GrabAGun continuing as the surviving entity, and as a result of which each issued and outstanding security of GrabAGun immediately prior to the effective time of the GrabAGun Merger will no longer be outstanding and will automatically be cancelled, in exchange for which the security holders of GrabAGun will receive shares of Pubco Common Stock and the Aggregate Cash Consideration. As a result of the Mergers and other transactions contemplated by the Merger Agreement, Colombier and GrabAGun will become wholly owned subsidiaries of Pubco, all upon the terms and subject to the conditions set forth in the Merger Agreement, and Pubco will become a publicly traded company. For details and more information please see the sections entitled “The Business Combination Proposal (Proposal 1) — The Merger Agreement — Merger Consideration.” After the Closing of the Business Combination and following satisfaction of the Redemption Payments, the cash held in the Trust Account will be released from the Trust Account and used (i) to pay the Aggregate Cash Consideration, (ii) to pay Colombier’s Transaction Expenses due as of the Closing, (iii) to pay GrabAGun Transaction Expenses due as of the Closing and (iv) by Pubco for working capital and general corporate purposes. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Q:     What equity stake will current Public Shareholders, the Sponsor, GrabAGun Members and the GrabAGun Consultant hold in Pubco immediately after the Closing?

A:     Upon consummation of the Business Combination (assuming, among other things, that no Public Shareholders exercise redemption rights in connection with the Closing and the other assumptions described under the section with the heading “Share Calculations and Ownership Percentages”), (i) the Public Shareholders are expected to own approximately 53.9% of the outstanding shares of Pubco Common Stock, (ii) the Sponsor is expected to own approximately 13.5% of the outstanding shares of Pubco Common Stock, (iii) the GrabAGun Members are expected to own approximately 31.7% of the outstanding shares of Pubco Common Stock, and (iv) the GrabAGun Consultant is expected to own approximately 0.9% of the outstanding shares of Pubco Common Stock.

These percentages assume, among other assumptions, that at, or in connection with, the Closing, (i) no Public Shareholders redeem Public Shares prior to or in connection with the Business Combination, and (ii) there are no pre-Closing transfers, distributions or forfeitures of securities held by the Sponsor, but exclude the potential dilutive effect of Pubco warrants to be issued at Closing to former holders of Colombier Public Warrants and Colombier Private Warrants (and the shares of Pubco Common Stock issuable upon exercise of such warrants) and excluding, also, any post-Closing equity awards under the Incentive Plan. If actual facts are different from these assumptions, which they are likely to be, the percentage ownership retained by the Colombier shareholders and GrabAGun Members and the GrabAGun Consultant in Pubco, and associated voting power, will be different.

If any of the Public Shareholders redeem their Public Shares prior to or in connection with the Closing, the percentage of the outstanding Pubco Common Stock held by Public Shareholders will decrease and the percentages of the outstanding Pubco Common Stock held by the Sponsor and by the GrabAGun Members and the GrabAGun Consultant will increase, in each case, relative to the percentage held if none of the shares of Colombier Class A Ordinary Shares are redeemed.

If any of the Public Shareholders redeem their Public Shares at Closing in accordance with the Current Charter but continue to hold Public Warrants after the Closing, the aggregate value of the Public Warrants that may be retained by them, based on the closing trading price per Public Warrant as of [•], 2025, the record date for the Colombier Extraordinary General Meeting (the “Record Date”), would be the closing sale prices of Colombier’s

Units, Class A Ordinary Shares and Public Warrants were $[•], $[•] and $[•], respectively, regardless of the amount of redemptions by the Public Shareholders. Upon the issuance of the Pubco Common Stock in connection with the Business Combination, the percentage ownership of the total outstanding shares of Pubco Common Stock by Public Shareholders who do not redeem their Public Shares will be diluted. Public Shareholders that do not redeem their Public Shares in connection with the Business Combination will experience further dilution upon the exercise of Public Warrants that are retained after the Closing by redeeming Public Shareholders. The percentage of the total number of outstanding shares of Pubco Common Stock that will be owned by Public Shareholders as a group will vary based on the number of Public Shares for which the holders thereof elect to have redeemed in connection with the Business Combination.

The following table illustrates varying ownership levels of Pubco immediately following the Business Combination:

The numbers of shares and percentage interests set forth above reflect different redemption scenarios as set forth below.

•        Assuming No Redemptions:    This presentation assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares at or prior to the consummation of the Business Combination. As the Sponsor waived its redemption rights with regard to Sponsor Shares, only redemptions by Public Shareholders are considered for purposes of this presentation.

•        Assuming 25% of Contractual Maximum Redemptions:    In addition to the assumptions in the “No Redemptions” scenario, this presentation assumes that the Public Shareholders holding approximately 13.2% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 25% of the Public Shares assumed to be redeemed under the contractual maximum redemption scenario. This scenario assumes that 2,237,793 Public Shares are redeemed for an aggregate Redemption Payment of approximately $23.4 million.

•        Assuming 50% of Contractual Maximum Redemptions:    In addition to the assumptions in the “No Redemptions” scenario, this presentation assumes that the Public Shareholders holding approximately 26.3% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 50% of the Public Shares assumed to be redeemed under the contractual maximum redemption scenario. This scenario assumes that 4,475,586 Public Shares are redeemed for an aggregate Redemption Payment of approximately $46.8 million.

•        Assuming Contractual Maximum Redemptions:    In addition to the assumptions described in the “No Redemptions” scenario, this presentation assumes that 8,951,173 Public Shares are redeemed upon consummation of the Business Combination for aggregate Redemption Payments of $93.5 million, assuming a redemption price of $10.45 per share (based on $177.6 million contained in the Trust Account as of December 31, 2024), which represents the maximum number of Public Shares that could be redeemed in connection with the Closing while still enabling the parties to satisfy the condition contained in the Merger Agreement, which is waivable by Colombier and GrabAGun, that, at the Closing, after (i) giving effect to the completion and payment of Redemptions and payment of Colombier Transaction Expenses and (ii) payment of the Aggregate Cash Consideration to GrabAGun Members required under the terms of the Merger Agreement, gross cash or cash equivalents delivered to Pubco at the Closing will equal or exceed $30 million (the “Minimum Cash Condition”). The “contractual maximum redemption scenario” represents the maximum number of Public Shares that may be redeemed while satisfying the Minimum Cash Condition, taking into account the assumptions described above. In the event that aggregate cash and cash equivalents delivered to Pubco at Closing is insufficient to meet the Minimum Cash Condition, a condition to the Closing would not be met and the Business Combination may not be consummated.

The foregoing table does not reflect the impact of any other equity issuances on the beneficial ownership levels of Pubco, such as:

•        grants of equity under the Incentive Plan or any other Pubco equity incentive plans of that may be made in the future; or

•        any private investment in public equity or any other dilutive financing sources, as none of Colombier, GrabAGun or Pubco has commitments for any such financing transaction commitments as this time, in connection with the proposed Business Combination or otherwise and does not currently anticipate having any such transactions or commitments prior to the Closing.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Share Calculations and Ownership Percentages” and, with respect to the determination of the assumptions incorporated into the “Contractual Maximum Redemptions” scenario, as described above. Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Dilution

Dilution per share to the original investors in the SPAC (Colombier) is determined by its net tangible book value per share, as adjusted, while excluding the Business Combination, while giving effect to material probable or consummated transactions and other material effects on the SPAC’s net tangible book value per share, from the initial public offering price per share paid by original investors in the SPAC as set forth as follows under three redemption scenarios.

The following table presents the net tangible book value per share at specified redemption levels assuming various sources of material probable dilution (but excluding the effects of the Business Combination transaction itself):

____________

(1)      See table below for reconciliation of net tangible book value, as adjusted.

(2)      See table below for reconciliation of as adjusted shares.

The following table illustrates Colombier’s net tangible book value per share and the increase in Colombier’s as adjusted net tangible book value per share following the Closing, excluding the effects of the Business Combination transaction, while giving effect to probable or consummated transactions that are material and other material effects on Colombier’s net tangible book value per share. These are presented in relation to the initial public offering price per share paid by original investors in Colombier as set forth as follows under the four redemption scenarios:

____________

(1)      Colombier’s net tangible book value was calculated by total assets minus total liabilities minus ordinary shares subject to redemption.

Colombier issued shares in the IPO at $10 per share. After giving effect to the IPO and the concurrent private placement of 4,250,000 Sponsor Shares sold to the Sponsor, there are 21,250,000 issued and outstanding Colombier Ordinary Shares issued and outstanding. In connection with the proposed Business Combination, assuming its consummation in accordance with the Merger Agreement, immediately after the Closing, Pubco is expected to have outstanding an additional 10,300,000 shares of Pubco Common Stock, including 10,000,000 shares of Pubco Common Stock to be issued to the GrabAGun Members in the GrabAGun Merger and 300,000 shares of Pubco Common Stock to be issued to the GrabAGun Consultant under the Consulting Agreement. The tabular disclosure includes presentations of information at various illustrative Redemption levels consistent with the “No Redemption”, “25% of Contractual Maximum Redemption”, “50% of Contractual Maximum Redemption” and “Contractual Maximum Redemption” scenarios further described in the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

For purposes of Item 1604(c)(1) of Regulation S-K, Pubco would have 31,550,000 total shares of outstanding Common Stock immediately after giving effect to the Business Combination under the “No Redemptions” scenario. Where there are no redemptions of Public Shares prior to the Closing, Colombier valuation is based on

the issuance price of Colombier securities in the IPO of $10.00 and is therefore calculated as: $10.00 (Colombier per share IPO price) times 31,550,000 shares, or $315,500,000. The following table illustrates the valuation at the offering price of the securities at the IPO price of $10.00 per share for each redemption scenario:

____________

(1)      Includes 10,000,000 shares of Pubco Common Stock to be issued to the GrabAGun Members in the GrabAGun Merger, upon consummation of the Business Combination.

(2)      Includes the issuance of 300,000 shares of Pubco Common Stock to be issued to the GrabAGun Consultant pursuant to the Consulting Agreement.

The foregoing required disclosure is not a guarantee that the trading price of the Pubco Common Stock will not be below the offering price in the IPO, nor is the required disclosure a guarantee that the Pubco will attain any of the levels of valuation presented.

The above discussion and table are based on 21,250,000 Colombier Ordinary Shares outstanding on December 31, 2024, and exclude, as of such date, up to 10,666,667 shares issuable upon exercise of outstanding Warrants. Although exercise of Warrants is a potential material source of future dilution, such Warrants are not exercisable until 30 days after the Closing Date, at which point they are exercisable, at the holder’s election, until the fifth year anniversary of the Closing Date, at an exercise price of $11.50 (subject to adjustment). If all of such warrants are exercised, the number of outstanding shares will be increased by 10,666,667 shares, and the adjusted net book value per share will be decreased by $2.65.

The above discussion and table also exclude potential dilutive effects associated with future issuances or grants of equity or equity-linked securities by Pubco pursuant to the Incentive Plan expected to be adopted in connection with the Closing, assuming the approval by Colombier shareholders of the Incentive Plan at the Colombier Extraordinary General Meeting.

The aforementioned equity issuances are not the only sources of potential dilution to the relative ownership and associated voting percentage associated with shares of Pubco Common Stock held by non-redeeming Public Shareholders after the Closing; any additional equity and equity-linked issuances by Pubco may result in additional dilution to Public Shareholders’ percentage ownership in Pubco, potentially significantly, which, in turn, may limit or decrease Public Shareholders’ voting power and ability to influence decision-making with regard to Pubco and may have other effects, as described above and as further described in the “Risk Factors” section of this proxy statement/prospectus.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Share Calculations and Ownership Percentages” and, with respect to the determination of the “Maximum Redemptions,” the section entitled “Unaudited Pro Forma Condensed

Combined Financial Statements.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary, potentially materially, from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Q:     How many votes per share is each share of Pubco Common Stock entitled to pursuant to the Proposed Charter?

A:     Upon the Closing, each holder of record of Common Stock will be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which shareholders are generally entitled to vote.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     In addition to the Required Proposals, there are a number of closing conditions in the Merger Agreement, including the approval of the Business Combination by the GrabAGun Members. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1) — The Merger Agreement” and “Summary of the Proxy Statement/Prospectus —  Proposals to be Voted on by Colombier Shareholders.”

Q:     Why is Colombier providing shareholders with the opportunity to vote on the Business Combination?

A:     Under the Current Charter, Colombier must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of Colombier’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, Colombier has elected to provide its shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, Colombier is seeking to obtain the approval of its shareholders of the Business Combination Proposal in order to allow its public shareholders to effectuate redemptions of their Public Shares in connection with the Closing of the Business Combination.

Q:     How many votes do I have at the Colombier Extraordinary General Meeting?

A:     Colombier shareholders are entitled to one vote at the Colombier Extraordinary General Meeting for each Colombier Class A Ordinary Share. Holders of Colombier Class A Ordinary Shares and Colombier Class B Ordinary Shares will vote together as a single class on all Proposals. As of the close of business on the Record Date, there were 17,000,000 outstanding Colombier Class A Ordinary Shares and 4,250,000 outstanding Colombier Class B Ordinary Shares.

Q:     What vote is required to approve the Proposals to be presented at the Colombier Extraordinary General Meeting?

A:     The approval of each of the Business Combination Proposal, the Charter Proposal, the Organizational Documents Proposals, the Incentive Plan Proposal, the NYSE Proposal, the Director Election Proposal, the Insider Letter Amendments Proposal and the Adjournment Proposal requires an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed by a majority of the votes which are cast by those holders of Colombier Ordinary Shares who, being entitled to do so, vote in person or by proxy at the Colombier Extraordinary General Meeting. The approval of the Merger Proposal requires a special resolution under the Current Charter and Cayman Islands law, being a resolution passed by a majority of at least two-thirds (2/3) of the votes which are cast by such shareholders as, being entitled to do so, vote in person or by proxy at the Colombier Extraordinary General Meeting.

If the Business Combination Proposal is not approved, the Merger Proposal will not be presented to the Colombier shareholders for a vote. If the Merger Proposal is not approved, the Charter Proposal, the Organizational Documents Proposals, the Inventive Plan Proposal, the NYSE Proposal, the Director Election Proposal and the Insider Letter Amendments Proposal will not be presented to the Colombier shareholders for a vote, although the Adjournment Proposal may be presented. The approval of the Business Combination Proposal and the other Required Proposals are preconditions to the consummation of the Business Combination.

The Sponsor has agreed to vote its shares in favor of the Proposals.

Q:     What constitutes a quorum at the Colombier Extraordinary General Meeting?

A:     A quorum will be present at the Colombier Extraordinary General Meeting if one-third of the Colombier Ordinary Shares issued and outstanding and entitled to vote at the Colombier Extraordinary General Meeting are represented in person online or by proxy at the Colombier Extraordinary General Meeting. As of the Record Date, 7,083,334 Colombier Ordinary Shares would be required to achieve a quorum.

Q:     May the Sponsor or Colombier’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

A:     In connection with the shareholder vote to approve the proposed Business Combination, the Sponsor, or Colombier’s directors, officers or advisors or their respective affiliates may privately negotiate transactions to purchase shares from shareholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of Colombier’s Sponsor or the other members of the Sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgement that such a shareholder, although still the record holder of Colombier’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such shareholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor or any other member of the Sponsor or Colombier’s directors, officers or advisors or their respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be transacted at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account.

Q:     How will the Sponsor vote?

A:     The Sponsor entered into the Insider Letter, pursuant to which it has agreed to vote any Colombier Ordinary Shares owned by it in favor of the Business Combination, including each of the Proposals. Accordingly, because of the Insider Letter, it is more likely that the necessary shareholder approval for the Proposals will be received.

Q:     What interests do GrabAGun’s members and officers have in the Business Combination?

A:     GrabAGun’s members and officers have interests in the Business Combination that may be different from or in addition to (and which may conflict with) your interests. These interests include, among other things, the interests listed below:

•        Certain officers of GrabAGun are expected to become officers of Pubco upon the consummation of the Business Combination. Specifically, the following individuals who are currently officers of GrabAGun are expected to become officers of Pubco upon the consummation of the Business Combination, serving in the offices set forth opposite their names below:

•        Additionally, each of Marc Nemati and Matthew Vittitow have been identified as nominees to serve on the Pubco Board immediately after the consummation of the Business Combination, in connection with which Messrs. Nemati and Vittitow may receive compensation for such service, to the extent Pubco determines to provide any such compensation to its board and board committee members. See also the section of this proxy statement/prospectus entitled “Director Compensation — Director Compensation After the Business Combination.”

•        All four GrabAGun Members, three of whom are officers, own GrabAGun Interests, and will be entitled to receive a portion of the consideration contemplated by the Merger Agreement upon the consummation of the Business Combination, including the Aggregate Cash Consideration. See also the section of this proxy statement/prospectus entitled “Beneficial Ownership of Securities” for a further discussion of the equity interests of GrabAGun’s members and officers in the Business Combination.

•        Each of Messrs. Nemati, Vittitow and Hilty will enter into employment agreements with Pubco prior to the Closing, which will be effective and contingent upon the consummation of the Business Combination. For a summary of such employment agreements see the section of this proxy statement/prospectus entitled “Executive Compensation of GrabAGun — Executive Compensation After the Business Combination.”

Please see the sections entitled “Risk Factors” and “The Business Combination Proposal (Proposal 1) — Interests of GrabAGun’s Members and Officers” and “Management After the Business Combination — Executive Officers and Directors After the Business Combination” and “Executive Compensation of GrabAGun — Executive Compensation After the Business Combination” and “Director Compensation — Director Compensation After the Business Combination” and “The Charter Proposal (Proposal 3)” of this proxy statement/prospectus for a further discussion of these interests.

In addition to the interests of GrabAGun’s members and executive officers in the Business Combination, Colombier shareholders should be aware that (i) under the terms of the Consulting Agreement, the GrabAGun Consultant will receive at and contingent upon the Closing, 300,000 newly-issued shares of Pubco Common Stock, representing the settlement of previously-granted restricted units in GrabAGun (which restricted units will have no economic value and be forfeited if the Business Combination is not consummated) and that the GrabAGun Consultant accordingly has financial interests in the Business Combination that may be different from the interests of the Colombier shareholders and (ii) Stephens, in its capacity as financial advisor to GrabAGun in connection with the Business Combination, has financial interests in the Business Combination that are different from the interests of Colombier shareholders, including the fact that, pursuant to the Stephens Engagement Letter, Stephens will receive at and contingent upon the Closing, a transaction fee in the amount of $2,500,000. The Stephens Engagement Letter also provides for reimbursement of Stephens’ out-of-pocket expenses incurred in connection with its engagement by GrabAGun, regardless of whether the Business Combination is consummated.

Q:     How do the Public Warrants differ from the Private Warrants and what are the related risks to any holders of Public Warrants following the Business Combination?

A:     The Private Warrants are identical to the Public Warrants in all material respects, except that the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of the Business Combination and they will not be redeemable by Pubco so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Warrants on a cashless basis. If the Private Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Warrants will be redeemable by Pubco in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

Following the Business Combination, Pubco may redeem the Public Warrants prior to their exercise at a time that is disadvantageous to the holder, thereby significantly impairing the value of such warrants. Pubco will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrant holders.

Pubco will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Common Stock issuable upon exercise of such warrants is effective and a current prospectus relating to those shares of Common Stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the Public Warrants become redeemable by Pubco, if Pubco has elected to require the exercise of Public Warrants on a cashless basis, Pubco will not redeem the warrants as described above if the issuance of shares of Common Stock upon exercise of Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or Pubco is unable to effect such registration or qualification. Redemption of the outstanding Public Warrants could force you (i) to exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants.

In the event Pubco determines to redeem the Public Warrants, holders of redeemable warrants would be notified of such redemption as described in the Colombier Warrant Agreement (which will be amended to reflect the Business Combination). Specifically, in the event that Pubco elects to redeem all of the redeemable warrants as described above, Pubco will fix a date for the redemption (the “Redemption Date”). Notice of redemption will be mailed by first class mail, postage prepaid, by Pubco not less than 30 days prior to the Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the Colombier Warrant Agreement will be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via Pubco’s posting of the redemption notice to DTC.

The closing price for the Colombier Class A Ordinary Shares as of [•], 2025 was $[•] and has never exceeded the $18.00 threshold that would trigger the right to redeem the Public Warrants following the Closing.

Q:     What happens if I sell my Colombier Class A Ordinary Shares before the Colombier Extraordinary General Meeting?

A:     The Record Date is earlier than the date of the Colombier Extraordinary General Meeting. If you transfer your Colombier Class A Ordinary Shares after the Record Date, but before the Colombier Extraordinary General Meeting, unless the transferee obtains a proxy from you to vote those shares, you will retain your right to vote at the Colombier Extraordinary General Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your Colombier Class A Ordinary Shares prior to the Record Date, you will have no right to vote those shares at the Colombier Extraordinary General Meeting.

Q:     What happens if a substantial number of the public shareholders vote in favor of the Business Combination and exercise their redemption rights?

A:     Colombier shareholders who vote in favor of the Business Combination may nevertheless also exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public shareholders are reduced as a result of redemptions by public shareholders. Both parties’ obligation to consummate the Business Combination is also conditioned upon at least $30.0 million in gross cash and cash equivalents being delivered to Pubco after payment of the Aggregate Cash Consideration to GrabAGun Members and including funds remaining in the Trust Account (after giving effect to the completion and payment of the Redemption and payment of Colombier Transaction Expenses, but excluding the payment of GrabAGun Transaction Expenses) and including the aggregate amount of any transaction financing. In addition, with fewer public shares and public shareholders, the trading market for Pubco’s stock may be less liquid than the market for Colombier Ordinary Shares was prior to consummation of the Business Combination and Pubco may not be able to meet the listing standards of the NYSE. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into GrabAGun’s business will be reduced. As a result, the proceeds will be greater in the event that no public shareholders exercise redemption rights with respect to their Public Shares for a pro rata portion of the Trust Account as opposed to the scenario in which Public Shareholders exercise the maximum allowed redemption rights.

Q:     What happens if I vote against any of the Required Proposals (consisting of the Business Combination Proposal, the Merger Proposal, the Charter Proposal, the Incentive Plan Proposal, the NYSE Proposal, the Director Election Proposal and the Insider Letter Amendments Proposal)?

A:     If any of the Required Proposals are not approved, the Business Combination will not be consummated. If Colombier does not otherwise consummate an alternative business combination by February 24, 2026 (or such other date as approved by the Colombier shareholders), pursuant to the Current Charter, Colombier will be required to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to the public shareholders (net of Permitted Withdrawals and up to $100,000 of interest to pay dissolution expenses), unless Colombier seeks and obtains the consent of its shareholders to amend the Current Charter to extend the date by which it must consummate its initial business combination (an “Extension”), in which event Public Shareholders will be entitled to redemption rights in accordance with the Current Charter. If Colombier’s

initial business combination is not consummated by February 24, 2026 (or such other date as approved by the Colombier shareholders), then Colombier will cease all business except for the purposes of winding up, and Colombier will redeem all Public Shares and distribute amounts in the Trust Account as provided in the Current Charter.

Q:     Do I have redemption rights in connection with the Business Combination?

A:     Pursuant to the Current Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Current Charter. As of March 17, 2025, based on funds in the Trust Account of approximately $179.2 million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of Public Shares was approximately $10.54 per share. If a holder exercises its redemption rights, then such holder will be exchanging its Colombier Class A Ordinary Shares for cash and will only have equity interests in Pubco pursuant to the exercise of its Public Warrants, to the extent it still holds Public Warrants. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Colombier’s transfer agent prior to the Colombier Extraordinary General Meeting. See the section entitled “The Colombier Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to elect to have Colombier redeem your shares for cash.

Q:     Will my vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether or not you attend or vote your Colombier Ordinary Shares at the Colombier Extraordinary General Meeting, and regardless of how you vote your shares. As a result, the Merger Agreement and the Required Proposals can be approved by shareholders who will elect to have their shares redeemed and who will no longer remain shareholders, leaving shareholders who choose not to elect to have their shares redeemed holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability of Pubco to meet the listing standards of the NYSE.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern Time, on [•], 2025 (two (2) business days before the date of the Colombier Extraordinary General Meeting), tender your shares physically or electronically using The Depository Trust Company’s DWAC system and submit a request in writing, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, that Colombier redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, Colombier’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com

Please also affirmatively certify in your request to Continental Stock Transfer & Trust Company for redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other shareholders with respect to Colombier Ordinary Shares. A holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 15% or more of the Public Shares, which we refer to as the “15% threshold.” Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a public shareholders or group will not be redeemed for cash.

Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Colombier’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Colombier does not have any control over this process, and it may take longer than two weeks. Shareholders who hold their shares in “street name” will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Colombier’s consent, until the consummation of the Business Combination, or such other date and time as determined by the Colombier Board. If you delivered your shares for redemption to Colombier’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Colombier’s transfer agent return the shares (physically or electronically). You may make such request by contacting Colombier’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

If Colombier receives valid redemption requests from holders of Public Shares prior to the redemption deadline, Colombier may, at its sole discretion, following the redemption deadline and until the date of Closing (or such earlier date and time, if any, as Colombier may determine in its sole discretion), seek and permit withdrawals by one or more of such holders of their redemption requests. Colombier may select which holders to seek such withdrawals of redemption requests from based on any factors we may deem relevant, and the purpose of seeking such withdrawals may be to increase the funds held in the Trust Account. If a holder of Public Shares delivered its Public Shares for redemption to the transfer agent and decides within the required timeframe not to exercise its redemption rights, it may request that the transfer agent return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this joint proxy statement/consent solicitation statement/prospectus.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     Holders of Colombier Ordinary Shares who exercise their redemption rights to receive cash will be considered for U.S. federal income tax purposes to have made a sale or exchange of the tendered shares, or will be considered for U.S. federal income tax purposes to have received a distribution with respect to such shares that may be treated as: (i) dividend income, (ii) a non-taxable recovery of basis in his investment in the tendered shares, or (iii) gain (but not loss) as if the shares with respect to which the distribution was made had been sold. See the section entitled “U.S. Federal Income Tax Considerations.”

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:     If I am a Warrant holder, can I exercise redemption rights with respect to my Warrants?

A:     No. The holders of Warrants have no redemption rights with respect to Warrants.

Q:     If I am a Unit holder, can I exercise redemption rights with respect to my Units?

A:     No. Holders of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such Units into Public Shares, and Public Warrants. This must be completed far enough in advance to permit the mailing of the stock certificates for the Public Shares back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, our transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using The Depository Trust Company’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q:     Do I have appraisal rights in connection with the proposed Business Combination?

A:     Colombier shareholders do not have appraisal or dissenters’ rights in connection with the Business Combination under the Companies Act.

Q:     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:     After completion of the Business Combination, if consummated, the funds held in the Trust Account will be used to pay holders of the Public Shares who properly exercise their redemption rights and, after paying the Redemptions, a portion is expected to be used (i) to pay the Aggregate Cash Consideration, (ii) to pay Colombier’s Transaction Expenses due as of the Closing, (iii) to pay GrabAGun Transaction Expenses due as of the Closing and (iv) by Pubco for working capital and general corporate purposes.

If the Business Combination is consummated, the funds remaining in the Trust Account after payment of the foregoing and any additional transaction expenses, if any (“Remaining Proceeds”), are expected to be used by Pubco for working capital and general corporate purposes.

Despite the receipt of the remaining proceeds, Pubco may still require other available sources of liquidity to fund its operations, including any funds on hand, any funds generated through business operations and any funds that may be available to Pubco through financing or other means, if and to the extent available.

As of the date of this proxy statement/prospectus, GrabAGun cannot predict with certainty all of the particular uses of the funds held in the Trust Account. The amounts and timing of Pubco’s actual expenditures may vary significantly depending on numerous factors, including the amount of Remaining Proceeds realized from the Business Combination, if any, cash flows from operations and the anticipated growth of Pubco’s business. Pubco’s management will retain broad discretion over the allocation of the proceeds from the Business Combination. Pending its use of the funds in the Trust Account, GrabAGun intends to invest the funds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Merger Agreement may be terminated. See the section entitled “The Business Combination Proposal (Proposal 1) — The Merger Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, Colombier is unable to complete the Business Combination or another initial business combination transaction by February 24, 2026 (or such other date as approved by the Colombier shareholders), the Current Charter provides that Colombier will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to Colombier (net of Permitted Withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as Colombier shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Colombier’s remaining shareholders and the Colombier Board, liquidate and dissolve, subject in each case to Colombier’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to Colombier.

Colombier expects that the amount of any distribution its Public Shareholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to Colombier’s obligations under the Companies Act to provide for claims of creditors and other requirements of applicable law. The Sponsor has waived any right to any liquidation distribution from the Trust Account with respect to Sponsor Shares.

In the event of liquidation, there will be no liquidating distributions with respect to Colombier’s outstanding Warrants. Accordingly, the Warrants will expire worthless in the event of liquidation.

Q:     When is the Business Combination expected to be completed?

A:     The Closing is expected to take place (i) as promptly as practicable, but in no event later than the second business day following the satisfaction or waiver of the conditions described below under the section entitled “The Business Combination Proposal (Proposal 1) — Conditions to Closing” or (ii) on such other date as agreed to by the parties to the Merger Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Merger Agreement may be terminated by Colombier and/or GrabAGun if the Closing has not occurred by August 1, 2025, or an applicable later date (which will not be later than November 24, 2025) if extended pursuant to the Merger Agreement (the “Outside Date”).

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1).”

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder. You should then submit a proxy to vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, submit your voting instructions on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you are a shareholder of record of Colombier as of [•], 2025, the Record Date, you may submit your proxy before the Colombier Extraordinary General Meeting in any of the following ways, if available:

•        use the toll-free number shown on your proxy card;

•        visit the website shown on your proxy card to vote via the internet; or

•        complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

Shareholders who choose to participate in the Colombier Extraordinary General Meeting can vote their shares electronically during the meeting via live audio webcast by visiting www.cstproxy.com/[•]. You will need the control number that is printed on your proxy card to enter the Colombier Extraordinary General Meeting. Colombier recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Colombier Extraordinary General Meeting starts.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the Colombier Extraordinary General Meeting will need to obtain a proxy form from their broker, bank or other nominee.

Q:     What will happen if I abstain from voting or fail to vote at the Colombier Extraordinary General Meeting?

A:     If you fail to take any action with respect to the Colombier Extraordinary General Meeting and the Business Combination is approved by Colombier’s shareholders and consummated, you will become a shareholder of Pubco. If you fail to take any action with respect to the Colombier Extraordinary General Meeting and the Business Combination is not approved, you will remain a shareholder of Colombier. However, if you fail to take any action with respect to the Colombier Extraordinary General Meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, provided you follow the instructions in this proxy statement/prospectus to redeem your shares.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by Colombier without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” each proposal presented to the shareholders. The proxy holders may use their discretion to vote on any other matter which properly comes before the Colombier Extraordinary General Meeting.

MARKET PRICE AND DIVIDEND INFORMATION

COLOMBIER

Holders

As of the Record Date, there were [•] holders of record of Units, [•] holders of record of Colombier Class A Ordinary Shares and [•] holders of record of the Public Warrants.

Ticker Symbol and Market Price

The Units, the Colombier Class A Ordinary Shares and the Public Warrants are currently listed on the NYSE under the symbols “CLBR.U,” “CLBR” and “CLBR.WS,” respectively. The closing price of the Units, the Colombier Class A Ordinary Shares and the Public Warrants on January 3, 2025, the last trading day before announcement of the execution of the Merger Agreement, was $11.50, $11.79 and $1.49 respectively. As of [•], the Record Date, the closing price for the Units, the Colombier Class A Ordinary Shares and the Public Warrants was $[•], $[•] and $[•], respectively.

Dividend Policy

Colombier has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of its initial business combination.

GrabAGun

Currently, there is no public market for GrabAGun Interests or any other GrabAGun securities.

Dividend Policy of Pubco Following the Business Combination

The payment of cash dividends in the future will be dependent upon Pubco’s revenue and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Pubco Board.

RISK FACTORS

You should carefully consider all the following risk factors, together with all of the other information included in this proxy statement/prospectus, including the financial information, before deciding whether or how to vote or instruct your vote to be cast to approve the Proposals described in this proxy statement/prospectus.

The value of your investment following consummation of the Business Combination will be subject to significant risks affecting, among other things, Pubco’s business, financial condition or results of operations. If any of the events described below occur, Pubco’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of Pubco’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of Colombier and GrabAGun. Any reference in this “Risk Factors” section to the “surviving entity” will mean Pubco.

Risks Related to the Business Combination and Colombier

The ability of Colombier shareholders to exercise redemption rights with respect to a large number of Public Shares, the terms of the proposed Business Combination or other factors may not allow Colombier to complete the Business Combination or optimize its capital structure.

Under the terms of the Merger Agreement, it is a condition to both parties’ obligation to consummate the proposed Business Combination, waivable by each party, that, at the Closing, gross cash and cash equivalents delivered to Pubco in connection with the transactions contemplated by the Merger Agreement after payment to the GrabAGun Members of the Aggregate Cash Consideration and including funds remaining in the Trust Account (after giving effect to the completion and payment of the Redemption and payment of Colombier Transaction Expenses, but excluding the payment of GrabAGun Transaction Expenses) and including the aggregate amount of any transaction financing, equal or exceed $30.0 million. The Current Charter also provides that Colombier will only consummate an initial Business Combination if net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of an initial business combination.

If redemptions reduce the funds available from the Trust Account to the point that the Minimum Cash Condition is not satisfied, Colombier may need to seek to restructure the transaction to reserve a greater portion of the cash in the Trust Account, arrange for third-party financing or otherwise. Third-party financing may not be available on acceptable terms or at all. Furthermore, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until Colombier liquidates the Trust Account or consummates an alternative initial business combination or upon the occurrence of an Extension or certain other corporation actions as set forth in the Current Charter. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time Colombier’s shares may trade at a discount to the pro rata amount per share in the Trust Account or there may be limited market demand at such time. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with Colombier’s redemption until Colombier liquidates, consummates an alternative initial business combination, effectuates an Extension or takes certain other actions set forth in the Current Charter or you are able to sell your shares in the open market.

You may be unable to ascertain the merits or risks of GrabAGun’s operations.

If the Business Combination is consummated, Pubco will be affected by numerous risks inherent in GrabAGun’s business. Although Colombier’s management has endeavored to evaluate the risks inherent in the proposed Business Combination with GrabAGun, Colombier cannot assure you that it can adequately ascertain or assess all of the significant risk factors. Further, some of these risks may be outside of Colombier’s and GrabAGun’s control. Colombier also cannot assure you that an investment in Pubco’s securities will not ultimately prove to be less favorable to investors in Colombier than a direct investment, if an opportunity were available, in GrabAGun. In addition, if Colombier shareholders do not believe that the prospects for the Business Combination are promising, a greater number of shareholders may exercise their redemption rights, which may make it difficult for Colombier to consummate the Business Combination.

There is no assurance that Colombier’s diligence will reveal all material risks that may be present with regard to GrabAGun. Subsequent to the completion of the Business Combination, Pubco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

Colombier cannot assure you that the due diligence Colombier has conducted on GrabAGun will reveal all material issues that may be present with regard to GrabAGun, or that it would be possible to uncover all material issues through a customary amount of due diligence or that risks outside of Colombier’s and GrabAGun’s control will not later arise. GrabAGun is aware that Colombier must complete an initial business combination by February 24, 2026 (or such other date as approved by the Colombier shareholders). Consequently, GrabAGun may have obtained leverage over Colombier, knowing that if Colombier does not complete the Business Combination, Colombier may be unlikely to be able to complete an initial business combination with any other target business prior to such deadline.

GrabAGun operates in a highly competitive, regulated industry and, while it has been doing business as GrabAGun.com since 2010, GrabAGun it has never before been a public company and its business and platform operations continue to change and evolve. As a result, Colombier has therefore made its decision to pursue a business combination with GrabAGun on the basis of limited information, which may result in a business combination that is not as profitable as expected, if at all, for GrabAGun, Colombier and their respective security holders. As a result of these factors, Pubco may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses.

Even if Colombier’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Colombier’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on Colombier’s or Pubco’s liquidity, the fact that charges of this nature are reported could contribute to negative market perceptions about GrabAGun or Colombier and Pubco’s securities. In addition, charges of this nature, if any, may cause Pubco to violate leverage or other covenants to which it may be (or in the future become) subject as a result of any financing that may be obtained by Pubco or GrabAGun after the consummation of the proposed Business Combination transaction. Accordingly, any shareholders of Colombier who choose to remain shareholders of Pubco following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Colombier’s officers or directors of a fiduciary duty owed by them to Colombier, or if they are able to successfully bring a private claim under securities laws that the proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

Past performance by any member of the Colombier management team or Colombier Board, the Sponsor or any of their respective affiliates, may not be indicative of future performance of an investment in Colombier or Pubco.

Past performance by any member of Colombier’s management team or the Colombier Board, including Persons who are public figures, the Sponsor, or any of their respective current or former affiliates or entities related to one or more of them, is not a guarantee of success with respect to the Business Combination. You should not rely on the historical record of any member of Colombier’s management team or the Colombier Board, including any such Persons who are public figures, or any of their respective current or former affiliates or entities related to one or more of them, or any of the investment performance of any of the foregoing, as indicative of the future performance of an investment in Colombier or Pubco or the returns Colombier or Pubco may (or may not), generate going forward. Additionally, the involvement of a public figure in any business venture does not constitute a guarantee of any such success, and you should not make an investment decision regarding the Business Combination based on the involvement of such public figures. You are urged to read carefully, and consider independently, all of the information contained in this proxy statement/prospectus and in Pubco’s public filings after the Closing, including the financial statements and other information incorporated herein and therein, including, without limitation, under the headings “Risk Factors” and “The Business Combination Proposal — Interests of Colombier’s Sponsor, Directors, Officers and Advisors in the Business Combination.” You are advised, in your sole discretion, to consult with your own financial and other advisors before you make investment decisions about buying or selling Colombier or Pubco securities or investing in the business of GrabAGun. Involvement or past performance by Persons associated with any of GrabAGun, Pubco, or any other businesses, entities or Persons affiliated or associated with any of them, including public figures, does not guarantee that the Business Combination, GrabAGun or Pubco will be successful, and you should be prepared to lose your entire investment.

There are risks to Colombier’s shareholders who are not affiliates of the Sponsor of becoming shareholders of Pubco through the Business Combination rather than acquiring interests in GrabAGun directly in an underwritten public offering, including no independent due diligence review by an underwriter.

There is no independent third-party underwriter involved in the Business Combination or the issuance of Pubco securities in connection therewith. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering.

If GrabAGun became a public company through an underwritten public offering, the underwriters would be subject to liability under Section 11 of the Securities Act for material misstatements and omissions in the initial public offering registration statement. In general, an underwriter is able to avoid liability under Section 11 if it can prove that, it “had, after reasonable investigation, reasonable ground to believe and did believe, at the time the registration statement became effective, that the statements therein (other than the audited financial statements) were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.” Because GrabAGun will become a public company through a business combination with Colombier, a special purpose acquisition company, investors in Colombier and Pubco may not have the same remedies available to them under U.S. federal securities laws in connection with the Business Combination as they otherwise might have had if GrabAGun were to have gone public in a traditional firm commitment underwritten initial public offering.

In addition, the amount of due diligence conducted by Colombier and its advisors in connection with the Business Combination may not be as high as would have been undertaken by an underwriter in connection with an initial public offering of GrabAGun. Accordingly, it is possible that defects in GrabAGun’s business or problems with GrabAGun’s management that would have been discovered if GrabAGun conducted an underwritten public offering will not be discovered in connection with the Business Combination, which could adversely affect the market price of Pubco securities.

Unlike an underwritten initial public offering, the initial trading of Pubco’s securities will not benefit from the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed shares and underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing. The lack of such a process in connection with the listing of Pubco’s securities on the NYSE could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for Pubco’s securities during the period immediately following the listing.

If third parties bring claims against Colombier, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.54 per share (based on the Trust Account balance as of March 17, 2025).

Colombier’s placing of funds in the Trust Account may not protect those funds from third-party claims against Colombier. Although Colombier seeks to have vendors, service providers (other than Colombier’s independent registered public accounting firm), prospective target businesses and other entities with which Colombier does business execute agreements with Colombier waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Colombier’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Colombier’s management will consider whether competitive alternatives are reasonably available to Colombier and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of Colombier under the circumstances. Colombier’s auditor, Withum, has not and will not execute an agreement with Colombier waiving such claims to the monies held in the Trust Account.

Examples of possible instances where Colombier may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Colombier and will not seek recourse against the Trust Account for any reason. Upon redemption of Public Shares, if Colombier has not completed its initial business combination within the required time period, or upon the exercise of a redemption right in connection with its initial business combination, Colombier will be required to provide for payment of claims of creditors that were not waived that may be brought against Colombier within the ten years following redemption. Accordingly, the per share redemption amount received by Colombier Public Shareholders could be less than the $10.54 per Public Share (based on the Trust Account balance as of March 17, 2025 and net of Permitted Withdrawals and up to $100,000 of interest to pay dissolution expenses), due to claims of such creditors.

The Sponsor has agreed that it will be liable to Colombier if and to the extent any claims by a third party for services rendered or products sold to Colombier, or a prospective target business with which Colombier has entered into a written letter of intent, confidentiality or other similar agreement or Merger Agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in value of the trust assets, in each case net of Permitted Withdrawals (and up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Colombier’s indemnity of the underwriters of Colombier’s IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Colombier has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of Colombier. The Sponsor may not have sufficient funds available to satisfy those obligations. Colombier has not asked the Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, Colombier may not be able to complete the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of Colombier’s directors or officers will indemnify Colombier for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Additionally, if Colombier is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against Colombier which is not dismissed, or if Colombier otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Colombier’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Colombier’s shareholders. To the extent any bankruptcy claims deplete the Trust Account, Colombier may not be able to return to Colombier Public Shareholders $10.54 per share, net of Permitted Withdrawals (and up to $100,000 of interest to pay dissolution expenses) (which is the approximate amount per Colombier Public Share based on the Trust Account balance as of March 17, 2025). Colombier has access to minimal funds held outside the Trust Account with which to pay any such potential claims. In the event that Colombier liquidates, and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our Trust Account received by any such shareholder.

Involvement or past performance by consultants, advisors, influencers, brand ambassadors and other Persons involved with GrabAGun or Pubco, including members of their respective boards of directors, managers, consultants, advisors and other Persons, some or all of whom are public figures, may not be indicative of the future performance of GrabAGun and Pubco and you should assess the merits of GrabAGun’s business independently and be prepared to lose your entire investment.

Involvement or past performance by advisors, consultants, influencers, ambassadors, members of boards of directors, executive officers, managers and other Persons involved with GrabAGun or Pubco, or Persons or entities affiliated, associated or otherwise related to any of the foregoing, is not a guarantee of success with respect to the Business Combination or the future results of GrabAGun or trading prices of Pubco securities. You should not rely upon the involvement or past performance of any Person or Persons as indicative of whether or not you should invest

in Colombier, Pubco or GrabAGun. You are urged to read carefully, and consider independently, all of the information contained in this proxy statement/prospectus and in Pubco’s public filings after the Closing, including the financial statements and other information incorporated herein and therein, including, without limitation, under the headings “Risk Factors” and “The Business Combination Proposal — Interests of Colombier’s Sponsor, Directors, Officers and Advisors in the Business Combination.” You are advised, in your sole discretion, to consult with your own financial and other advisors before you make investment decisions about buying or selling Colombier or Pubco securities or investing in the business of GrabAGun. Involvement or past performance by Persons associated with any of GrabAGun, Pubco, or any other businesses, entities or Persons affiliated or associated with any of them, including public figures, does not guarantee that the Business Combination, GrabAGun or Pubco will be successful, and you should be prepared to lose your entire investment.

Colombier’s shareholders may be held liable for claims by third parties against Colombier to the extent of distributions received by them upon redemption of their shares.

If Colombier is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Colombier was unable to pay Colombier’s debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by Colombier’s shareholders. Furthermore, Colombier’s directors may be viewed as having breached their fiduciary duties to Colombier or Colombier’s creditors or having acted in bad faith, and thereby exposing themselves and Colombier to claims, by paying Colombier Public Shareholders from the Trust Account prior to addressing the claims of creditors. Colombier cannot assure you that claims will not be brought against Colombier for these reasons. Colombier and its directors or any manager thereof who knowingly and willfully authorized or permitted any distribution to be paid out of Colombier’s share premium account while Colombier was unable to pay Colombier’s debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine and to imprisonment for five years in the Cayman Islands.

The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” may not be representative of Pubco’s results if the Business Combination is consummated and, accordingly, you will have limited financial information on which to evaluate the financial performance of Pubco and your investment decision.

Colombier and GrabAGun currently operate as separate companies, and Pubco is an entity established solely to effect the proposed Business Combination and has no operations. Colombier has had no prior history as an operating company and its operations have not previously been managed on a combined basis. The pro forma financial information included in this proxy statement/prospectus is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of Pubco. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of current or future market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” has been derived from Colombier’s and GrabAGun’s historical financial statements and certain adjustments and assumptions have been made regarding Pubco after giving effect to the Business Combination. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have an adverse impact on the pro forma financial information and Pubco’s financial position and future results of operations.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect Pubco’s financial condition or results of operations following the Closing. Any potential decline in Pubco’s financial condition or results of operations may cause significant variations in the stock price of Pubco.

Colombier may issue preferred stock or additional ordinary shares to complete the Business Combination, which would dilute the interest of Colombier shareholders and likely present other risks.

The Current Charter authorizes the issuance of up to 500,000,000 Colombier Class A Ordinary Shares, 50,000,000 Colombier Class B Ordinary Shares, and 1,000,000 Colombier Preference Shares. There are currently 483,000,000 authorized but unissued Colombier Class A Ordinary Shares available for issuance, which amount

does not take into account shares reserved for issuance upon exercise of outstanding warrants. There are currently 45,750,000 authorized but unissued Colombier Class B Ordinary Shares available for issuance. There are currently no shares of Colombier Preference Shares issued and outstanding.

Colombier may issue preference shares or a substantial number of additional ordinary shares to complete the initial Business Combination or under an employee incentive plan after completion of the Business Combination. However, the Current Charter provides, among other things, that prior to Colombier’s initial business combination, Colombier may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business combination. These provisions of the Current Charter may be amended with a shareholder vote. Colombier’s Sponsor agreed, pursuant to a written agreement with Colombier, that it will not propose any amendment to the Current Charter that would affect the substance or timing of Colombier’s obligation to redeem 100% of its Public Shares if Colombier does not complete the initial business combination by February 24, 2026 (or such other date as approved by the Colombier shareholders), unless Colombier provides its Public Shareholders with the opportunity to redeem their Colombier Class A Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest will be net of Permitted Withdrawals), divided by the number of then outstanding Public Shares. The issuance of additional shares:

•        may significantly dilute the equity interest of existing investors;

•        may subordinate the rights of shareholders if preferred stock is issued with rights senior to those afforded the Colombier Ordinary Shares;

•        could cause a change of control if a substantial number of ordinary shares are issued, which may affect, among other things, Colombier’s ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of Colombier’s present officers and directors; and

•        may adversely affect prevailing market prices for Colombier’s Units, Public Shares, and/or Warrants.

Neither the Colombier Board nor any committee thereof obtained a fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, you have no assurance from an independent source that the price Colombier is paying for GrabAGun is fair to Colombier — and, by extension, its securityholders — from a financial point of view.

Neither the Colombier Board nor any committee thereof obtained an opinion (or any similar report or appraisal) from an independent investment banking or accounting firm that the price that Colombier is paying for GrabAGun in the Business Combination is fair to Colombier from a financial point of view. In analyzing the Business Combination, the Colombier Board reviewed summaries of due diligence results and financial analyses prepared by Colombier management. The Colombier Board also consulted with legal counsel and with Colombier management and considered a number of factors, uncertainty and risks, including, but not limited to, those discussed under “The Business Combination Proposal — Colombier Board’s Reasons for the Approval of the Business Combination”, and concluded that the proposed Business Combination is fair, advisable and in the best interest of Colombier. The Colombier Board believes that, because of the professional experience and background of its directors, it was qualified to conclude that the proposed Business Combination was fair from a financial perspective to its shareholders and that GrabAGun’s fair market value was at least 80% of the value of the Trust Account (excluding the deferred underwriting discount and Permitted Withdrawals) at the time of execution of the Merger Agreement. Accordingly, investors will be relying solely on the judgment of the Colombier Board in valuing GrabAGun, and the Colombier Board may not have properly valued such businesses. As a result, the terms of the Business Combination may not be fair from a financial point of view to the Public Shareholders. The lack of a fairness opinion (or any similar report or appraisal) may also lead an increased number of Colombier shareholders to vote against the Business Combination or demand redemption of their shares of Colombier, which could potentially impact Colombier’s ability to consummate the Business Combination. For information about the standards used by the Colombier Board in evaluating the Merger Agreement and proposed Business Combination with GrabAGun, as further described under the heading “Colombier Financial Analysis.”

The Colombier Board did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination (including the consideration to be delivered to GrabAGun Members under the terms of the Merger Agreement).

In part because fairness opinions or any similar reports or appraisals ordinarily rely in part on financial projections (which were neither prepared by GrabAGun nor used by the Colombier Board in connection with its evaluation of the proposed Business Combination), the Colombier Board also did not obtain a fairness opinion (or any similar report or appraisal) in connection with its determination to approve the Business Combination (including the consideration to be paid to the GrabAGun Members under the terms of the Merger Agreement). Accordingly, investors in Colombier will be relying solely on the judgment of the Colombier Board in valuing GrabAGun.

Colombier’s management and the members of the Colombier Board have substantial experience evaluating the financial merits of companies across a variety of industries, including eCommerce and other consumer-oriented businesses, which the Colombier Board concluded enabled them to make the necessary analyses and determinations regarding the Business Combination. The Colombier Board was provided with financial analyses prepared by Colombier management (the “Colombier Financial Analyses” as further described under the heading “Colombier Financial Analysis” within the “Background of the Business Combination” section of this proxy statement/prospectus), which analyses were among the factors considered by the Colombier Board in its decision-making regarding the proposed Business Combination (as further described under the heading “Colombier Board’s Reasons for the Approval of the Business Combination”).

Colombier’s financial analyses consisted of Guideline Company Analyses prepared by Colombier management and GrabAGun Information (each as defined under the heading “Guideline Company Analyses” within the “Background of the Business Combination” section of this proxy statement/prospectus) which included, among other materials, i) certain GrabAGun historical unaudited financial and operating history information; (ii) information about GrabAGun’s existing user base and customer network (including, without limitation, regarding GrabAGun’s existing e-mail and other outreach efforts, user engagement and comparative order values), (iii) technical information about components of GrabAGun’s eCommerce platform (including, among other elements, predictive inventory and procurement capabilities, AI-enhanced product listings, integrations with third-party databases, financing and payments capabilities) and its scalability and (iv) management’s business plans, including potential enhancements to the Company’s existing customer outreach and marketing strategies in connection with the proposed Business Combination and generally as well as other potential avenues for future growth.

All of the information incorporated in Colombier’s financial analyses are subject to general qualifications and limitations described under the sub-heading “General Limitations,” which follows the description of the Colombier Financial Analysis contained in the “Background of the Business Combination” section of the disclosure; investors are also encouraged to read carefully the descriptions about various risks and uncertainties concerning GrabAGun’s business described herein, including under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GrabAGun” and “Cautionary Note Regarding Forward-Looking Statements.”

Including because, as described above, Colombier did not obtain an opinion from an independent third-party valuation firm as to the fairness of the proposed Business Combination to Colombier from a financial point of view, and in light of the qualifications and limitations described under “General Limitations” and elsewhere in the description of the Colombier Financial Analysis incorporated in this proxy statement/prospectus, the Colombier Board may not have properly valued GrabAGun. As a result, the terms of the proposed Business Combination may not be fair from a financial point of view to the Public Shareholders of Colombier. Uncertainty about Colombier Board’s valuation of GrabAGun or the consideration being offered to the GrabAGun Members in the Business Combination, may lead an increased number of Colombier shareholders to vote against the Business Combination or demand redemption of their shares of Colombier, which could potentially impact Colombier’s ability to consummate the Business Combination. Further, investors are encouraged to read carefully the descriptions about various risks and uncertainties concerning GrabAGun’s business described in this proxy statement/prospectus, including under the headings “Risk Factors,” Management’s Discussion and Analysis of Financial Condition and Results of Operations of GrabAGun” and “Cautionary Note Regarding Forward-Looking Statements.”

Colombier is dependent upon its executive officers and directors and their departure could adversely affect Colombier’s ability to operate and to consummate the initial business combination. Additionally, Colombier’s executive officers and directors also allocate their time to other businesses, thereby causing potential conflicts of interest that could have a negative impact on Colombier’s ability to complete the initial business combination.

Colombier’s operations and its ability to consummate the Business Combination are dependent upon a relatively small group of individuals and, in particular, its executive officers and directors. Colombier believes that its success depends on the continued service of its executive officers and directors, at least until the completion of the Business Combination. The unexpected loss of the services of one or more of Colombier’s directors or executive officers could have a detrimental effect on Colombier and the ability to consummate the Business Combination. In addition, Colombier’s executive officers and directors are not required to commit any specified amount of time to its affairs and, accordingly, may have conflicts of interest in allocating management time among various business activities, including monitoring the due diligence and undertaking the other actions required in order to consummate the Business Combination. Each of Colombier’s executive officers is engaged in several other business endeavors for which they may be entitled to substantial compensation, and Colombier’s directors also serve as officers and board members for other entities. If Colombier’s executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to Colombier’s affairs, which may have a negative impact on Colombier’s ability to consummate the Business Combination.

Pubco’s ability to be successful following the Business Combination will depend upon the efforts of the Pubco Board and key personnel, and the loss of such persons could negatively impact the operations and profitability of Pubco’s post-Business Combination business.

Pubco’s ability to be successful following the Business Combination will be dependent upon the efforts of the Pubco Board and key personnel of Pubco. Colombier cannot assure you that the Pubco Board and key personnel will be effective or successful or remain with Pubco. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause Pubco’s management to have to expend time and resources helping them become familiar with such requirements.

It is estimated that, pursuant to the Merger Agreement, assuming no redemptions prior to or in connection with the proposed Business Combination, Colombier’s Public Shareholders will own approximately 53.9% of the equity interests or assets of Pubco after the Closing and Colombier’s management will not be engaged in the management of Pubco’s business. Accordingly, the future performance of Pubco will depend upon the quality of the post-Business Combination board of directors, management and key personnel of Pubco.

Because Colombier’s Sponsor will lose its entire investment in Colombier if the Business Combination or an alternative business combination is not completed by February 24, 2026 (or such other date as approved by the Colombier shareholders), and because Colombier’s Sponsor, executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether GrabAGun was appropriate for Colombier’s initial business combination.

The Sponsor received 4,250,000 Colombier Class B Ordinary Shares from Colombier for an aggregate price of $25,000, which will have a significantly higher value at the time of the Business Combination, if it is consummated, and, based on the closing price of the Colombier Class A Ordinary Shares on March 14, 2025, which was $10.58, would have an aggregate value of $44,965,000 as of the same date. If Colombier does not consummate the Business Combination or another initial business combination by February 24, 2026 (or such other date as approved by the Colombier shareholders), and Colombier is therefore required to be liquidated, these shares would be worthless, as the Sponsor is not entitled to participate in any redemption or liquidation of the Trust Account. Additionally, unless Colombier consummates an initial business combination, it is possible that Colombier’s officers, directors and the Sponsor may not receive reimbursement for out-of-pocket expenses incurred by them, to the extent that such expenses exceed the amount of available funds not deposited in the Trust Account (provided, however, that, as of the date of this proxy statement/prospectus, Colombier’s officers and directors have not incurred (nor are any of the forgoing expecting to occur) out-of-pocket expenses exceeding such funds available to Colombier for reimbursement thereof, but provided, further, that if any such expenses are incurred prior to consummation of the Business Combination, Colombier’s officers, directors and the Sponsor may not receive reimbursement therefor if the proposed Business Combination is not consummated).

The personal and financial interests of Colombier’s executive officers and directors may have influenced their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. At the closing of Colombier’s initial business combination, its Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Colombier’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In the event the Business Combination or an alternative business combination is completed, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on Colombier’s behalf. However, Colombier’s Sponsor, executive officers and directors, or any of their respective affiliates will not be eligible for any such reimbursement if the Business Combination or an alternative business combination is not completed. Such financial interests of Colombier’s Sponsor, executive officers and directors may have influenced their motivation in approving the Business Combination and may influence their motivation for completing the Business Combination.

The Sponsor paid nominal consideration for the Sponsor Shares it holds. As a result, the Sponsor may make a substantial profit if the Business Combination is consummated, even if the shares held by the Sponsor lose substantial value and even if the Business Combination arguably may not be in the best interests of Colombier’s public shareholders.

The Sponsor has invested in Colombier an aggregate of $5,025,000, comprised of the $25,000 purchase price for the Sponsor Shares and the $5,000,000 purchase price for the Private Warrants. Assuming a trading price of $10.58 per share of Pubco upon consummation of the Business Combination, the 4,250,000 Sponsor Shares would have an aggregate implied value of $44,965,000 at that time. Even if the trading price of Pubco Common Stock were as low as approximately $1.18 per share and the Private Warrants were worthless, the value of the Sponsor Shares would be equal to the Sponsor’s initial investment in Colombier. If the Business Combination is not completed, however, and if Colombier is forced to liquidate, the Sponsor will lose its entire investment in Colombier. As a result, the Sponsor is likely to be able to recoup its investment in Colombier and make a substantial profit on that investment, even if the Public Shares have lost significant value.

Colombier’s directors and officers may have interests in the Business Combination that differ from the interests of Colombier’s shareholders.

Executive officers of Colombier negotiated the terms of the Merger Agreement with their counterparts at GrabAGun, and the Colombier Board determined that the Merger Agreement and the transactions contemplated thereby are fair, advisable and in the best interests of Colombier, and approved the Merger Agreement and the transactions contemplated thereby. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that Colombier’s executive officers and directors may have financial interests in the Business Combination that may be different from, or in addition to, the interests of Colombier’s shareholders, including, but not limited to, the continued service as an officer or director of Pubco, severance benefits, equity grants, continued indemnification and the potential ability to sell an increased number of shares of common stock of Pubco.

The Colombier Board was aware of and considered these interests, among other matters, in reaching the determination that the Merger Agreement and the transactions contemplated thereby were fair, advisable and in the best interests of Colombier. For a detailed discussion of the special interests that Colombier’s directors and executive officers may have in the Business Combination, see the section of this proxy statement/prospectus entitled “Proposal No. 1: The Business Combination Proposal — Colombier’s Sponsor, Directors, Officers and Advisors in the Business Combination.”

You should consider the financial incentives that Colombier’s officers and directors may have to approve and complete the Business Combination when evaluating whether vote for the Business Combination Proposal, as well as when considering whether to redeem your Public Shares prior to or in connection with the Business Combination.

The exercise of Colombier’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Colombier’s shareholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require Colombier to agree to amend the Merger Agreement, to consent to certain actions taken by GrabAGun or to waive rights that Colombier is entitled to under the Merger Agreement. Such events could arise because of changes in the course of GrabAGun’s business or a request by GrabAGun to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement. In any of such circumstances, it would be at Colombier’s discretion to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors or officers described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) or officers(s) between what he, she or they may believe is best for Colombier and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action.

Colombier and GrabAGun will incur significant transaction and transition costs in connection with the Business Combination.

Colombier and GrabAGun have incurred significant transaction and transition costs in connection with the Business Combination, and Pubco will incur significant costs in operating as a public company following the consummation of the Business Combination. Pubco may also incur additional costs to retain key employees.

These expenses will reduce the amount of cash available to be used for other corporate purposes by Pubco if the Business Combination is completed or by Colombier if the Business Combination is not completed. If the Business Combination is not consummated, Colombier may not have sufficient funds to seek an alternative business combination and may be forced to liquidate and dissolve.

The value of the Pubco shares which are issued at Closing in consideration of the Sponsor Shares upon consummation would likely to be substantially higher than the nominal price paid for the Sponsor Shares, even if the trading price of Pubco Common Stock at such time is substantially less than $10.00 per share.

The Sponsor has invested in Colombier an aggregate of $5,025,000, comprised of the $25,000 purchase price for the Sponsor Shares and the $5,000,000 purchase price for the Private Warrants. Assuming a trading price of $10.00 per share upon consummation of the Business Combination, the 4,250,000 Sponsor Shares would have an aggregate implied value of approximately $42,500,000. Even if the trading price of Pubco Common Stock were as low as approximately $1.18 per share, and the Private Warrants were worthless, the value of the Sponsor Shares would be equal to the Sponsor’s initial investment in Colombier. As a result, the Sponsor is likely to be able to recoup its investment in Pubco and make a substantial profit on that investment, even if the Public Shares have lost significant value. Accordingly, the Colombier management team, which owns interests in the Sponsor, may have an economic incentive that differs from that of the public shareholders to pursue and consummate the Business Combination rather than to liquidate and to return all of the cash in the trust to the public shareholders. For the foregoing reasons, you should consider the Colombier management team’s financial incentive to complete the Business Combination when evaluating whether to redeem your shares prior to or in connection with the Business Combination.

Colombier’s non-redeeming shareholders and GrabAGun Members may not realize a benefit from the Business Combination commensurate with the ownership dilution they will experience in connection with the Business Combination.

If Pubco is unable to realize the full strategic and financial benefits currently anticipated from the Business Combination, Colombier shareholders and GrabAGun Members will have experienced substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent Pubco and GrabAGun are able to realize only part of the strategic and financial benefits currently anticipated from the Business Combination.

During the pendency of the Business Combination, Colombier and GrabAGun may not be able to enter into a business combination with another party because of restrictions in the Merger Agreement, which could adversely affect their respective businesses. Further, certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.

Covenants in the Merger Agreement impede the ability of Colombier and GrabAGun to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, if the Business Combination is not completed, the parties may be at a disadvantage to their competitors during the interim period prior to Closing. In addition, while the Merger Agreement is in effect, each party is generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as a merger, sale of assets or other business combination outside the ordinary course of business, with any third party, which transactions, if any materialized and were pursued, could have been or could be favorable to such party’s shareholders.

If the conditions to the Merger are not met, the Business Combination may not occur.

Even if the Business Combination is approved by the shareholders of Colombier (including each of the Required Proposals) and GrabAGun Members, specified conditions must be satisfied or waived to complete the Business Combination. These conditions are described in detail in the Merger Agreement and, in addition to shareholder and member consent, include, among other requirements, (i) approval by Colombier’s shareholders of the Merger Agreement and the Transactions, (ii) approval by GrabAGun’s members of the Merger Agreement and the Transactions, (iii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended or any other applicable antitrust laws; (iv) the absence of any applicable law or order that makes illegal, or prohibits or prevents, the transactions contemplated by the Merger Agreement; (v) Colombier or Pubco having at least $5,000,001 in consolidated net tangible assets either immediately prior to the Closing, after giving effect to the completion of the Redemption, or upon the Closing after giving effect to the Mergers, the Redemption and any transaction financing, or upon the Closing, Pubco otherwise being exempt from the provisions of Rule 419 promulgated under the Exchange Act; (vi) the members of the Pubco Board having been elected or appointed as of the Closing consistent with the requirements of the Merger Agreement; (vii) the Registration Statement having become effective in accordance with the provisions of the Securities Act, (viii) Pubco will have amended and restated its certificate of formation in a form satisfactory to Colombier and GrabAGun, (ix) upon the Closing, the gross cash and cash equivalents delivered to Pubco in connection with the transactions contemplated by the Merger Agreement after payment of the Aggregate Cash Consideration to holders of equity interests in GrabAGun and including funds remaining in the Trust Account (after giving effect to the completion and payment of the Redemption and payment of Colombier Transaction Expenses, but excluding the payment of GrabAGun Transaction Expenses) and including the aggregate amount of any transaction financing, will equal or exceed $30.0 million; and (x) shares of Pubco Common Stock and Pubco Public Warrants will have been approved for listing on NYSE upon the Closing. See “The Business Combination Proposal (Proposal 1) — Conditions to Closing” below for a more complete summary. Colombier and GrabAGun cannot assure you that all of the conditions will be satisfied. If the conditions are not satisfied or waived, the Business Combination may not occur, or may be delayed and such delay may cause Colombier and GrabAGun to each lose some or all of the intended benefits of the Business Combination. If the Business Combination does not occur, Colombier may not be able to find another potential candidate for its initial business combination prior to Colombier’s deadline (currently February 24, 2026, or such other date as approved by the Colombier shareholders), and Colombier will be required to liquidate.

On January 24, 2024, the SEC issued final rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such rules may increase Colombier’s costs and the time needed to complete the Business Combination and may constrain the circumstances under which Colombier could complete a business combination.

On January 24, 2024, the SEC issued final rules (the “SPAC Rules”) relating, among other items, to disclosures in business combination transactions between special purpose acquisition companies (“SPACs”) such as Colombier and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; and the potential liability of certain participants in proposed business combination transactions. These SPAC Rules may increase the costs of, and the time needed to negotiate and complete, an initial business combination, and may constrain the circumstances under which Colombier could complete an initial business combination.

If Colombier is deemed to be an investment company for purposes of the Investment Company Act, Colombier would be required to institute burdensome compliance requirements and its activities would be severely restricted. As a result, in such circumstances, unless Colombier is able to modify its activities so that it would not be deemed an investment company, Colombier may abandon its efforts to complete an initial business combination and instead liquidate.

There is currently some uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like Colombier. As a result, it is possible that a claim could be made that Colombier has been operating as an unregistered investment company.

If Colombier is deemed to be an investment company under the Investment Company Act, its activities would be severely restricted. In addition, Colombier would be subject to burdensome compliance requirements. Colombier does not believe that its principal activities will subject it to regulation as an investment company under the Investment Company Act. However, if Colombier is deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, Colombier would be subject to additional regulatory burdens and expenses for which it has not allotted funds. As a result, unless Colombier is able to modify its activities so that it would not be deemed an investment company, Colombier may abandon its efforts to complete an initial business combination and instead liquidate. Were Colombier to liquidate, Colombier’s warrants and rights would expire worthless, and its securityholders would lose the investment opportunity associated with an investment in the combined company, including potential price appreciation of Colombier’s securities.

To mitigate the risk that Colombier might be deemed to be an investment company for purposes of the Investment Company Act, Colombier may, at any time, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account until the earlier of the consummation of a business combination or Colombier’s liquidation. As a result, Colombier may receive less interest on the funds held in the Trust Account than the interest Colombier would have received pursuant to Colombier’s original Trust Account investments, which could reduce the dollar amount Colombier’s public shareholders would receive upon any redemption or Colombier’s liquidation.

The funds in the Trust Account have, since the IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of Colombier being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, Colombier may, at any time, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account at a bank until the earlier of the consummation of a business combination or the liquidation of Colombier. Colombier intends to take such steps in the event that the proposed Business Combination with GrabAGun is not consummated or, in the event that Colombier, in its sole discretion, determines there to be a reasonable likelihood of a material delay to the consummation of the proposed Business Combination with GrabAGun. However, the risks described herein exist even if no such material delay occurs or is determined to be reasonably likely to occur. Following such liquidation, Colombier may receive less interest on the funds held in the Trust Account than the interest Colombier would have received pursuant to its original Trust Account investments. However, interest previously earned on the funds held in the Trust Account still may be released to Colombier to pay its taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account could reduce the dollar amount the Public Shareholders would receive upon any redemption or Colombier’s liquidation.

The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that Colombier may be deemed to be an unregistered investment company, in which case Colombier may be required to liquidate. Accordingly, Colombier may determine, in its discretion, to liquidate the securities held in the Trust Account at any time and instead hold all funds in the Trust Account in an interest-bearing demand deposit account, which could further reduce the dollar amount the Public Shareholders would receive upon any redemption or Colombier’s liquidation, and Colombier expects to proceed with such steps in the event that that proposed Business Combination with GrabAGun is not consummated or in the event that Colombier, in its sole discretion, determines there to be a reasonable likelihood of a material delay to the

consummation of the proposed Business Combination with GrabAGun. Were Colombier to liquidate, Colombier’s warrants would expire worthless, and Colombier’s securityholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of Colombier’s securities.

Texas law and Pubco’s certificate of formation and bylaws will contain certain provisions, including structural defenses, that limit the ability of shareholders to take certain actions and could delay or discourage certain transactions that shareholders may consider favorable.

The Proposed Charter and the Proposed Bylaws that will be in effect upon consummation of the Business Combination, and the TBOC, contain provisions that could have the effect of rendering more difficult, delaying, or preventing certain transactions deemed undesirable by the Pubco Board and therefore depress the trading price of Pubco’s common stock. These provisions could also make it difficult for shareholders to take certain actions, including electing directors who are not nominated by the current members of GrabAGun or taking other corporate actions, including effecting changes in the management of Pubco. Among other things, the Proposed Charter and the Proposed Bylaws include provisions regarding or pursuant to which:

•        the ability of the Pubco Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting powers and other rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer and may include super voting, special approval, dividend or other rights or preferences superior to the rights of Pubco’s Common Stock;

•        the limitation of the liability of, and the indemnification of, Pubco’s directors and officers;

•        the ability of the Pubco Board to determine the number of directors;

•        all vacancies of the Pubco Board, including up to two newly created directorships during the period between any two successive annual meetings of shareholders, may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, which prevents shareholders from being able to fill vacancies and newly created directorships on the Pubco Board (unless, pursuant to the TBOC, a special meeting of the shareholders is called to fill such directorships or vacancies, or if the Pubco Board elects to wait until the next annual meeting of the shareholders to fill such directorships or vacancies);

•        shareholders representing ownership of at least a majority of the outstanding shares of capital stock of Pubco entitled to vote is required to call a special meeting of shareholders, otherwise a special meeting of shareholders may be called only by the Pubco Board, the chairperson of the Pubco Board, Pubco’s chief executive officer or Pubco’s president, which could limit or delay the ability of shareholders to force consideration of a proposal or to take action, including the removal of directors;

•        provisions providing that directors of Pubco may only be removed for cause and only by the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of capital stock of Pubco entitled to vote thereon;

•        provisions that, subject to the rights of holders of any outstanding series of preferred stock, prohibit shareholders of Pubco from taking any action by consent in lieu of a meeting of shareholders unless such action is by unanimous written consent;

•        controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings;

•        the requirement for the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or repeal (i) certain provisions of the Proposed Charter or (ii) certain provisions of the Proposed Bylaws, which could preclude shareholders from bringing matters before annual or special meetings of shareholders and delay changes in the Pubco Board and governance and also may inhibit the effectuation of amendments meant to facilitate certain transactions by an acquiror or otherwise that the Pubco Board deems undesirable;

•        the ability of the Pubco Board to unilaterally amend the bylaws, which may allow the Pubco Board to take additional actions to prevent certain transactions that the Pubco Board deems undesirable; and

•        advance notice procedures with which shareholders must comply to nominate candidates to the Pubco Board or to propose matters to be acted upon at a shareholders’ meeting, which could preclude shareholders from bringing matters before annual or special meetings of shareholders and delay changes in the Pubco Board and also may discourage or deter a solicitation of proxies to elect a slate of directors favorable to certain transactions or otherwise attempting to obtain control of Pubco.

These provisions, alone or together, could delay or prevent certain transactions and changes in control or changes in the Pubco Board or management.

Any provision of the Proposed Charter, the Proposed Bylaws or Texas law that has the effect of delaying or preventing a change of control could limit the opportunity for shareholders to receive a premium for their shares of Pubco’s capital stock and could also affect the price that some investors are willing to pay for Pubco’s common stock.

The Proposed Charter will designate a state or federal court located within the State of Texas as the exclusive forum for substantially all disputes between Pubco and its shareholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit the ability of Pubco’s shareholders to choose the judicial forum for disputes with Pubco or its directors, officers, or employee or shareholders.

The Proposed Charter, which will become effective upon the Closing, will provide that, unless Pubco consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on its behalf, (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any of its current or former directors, officers, or other employees to Pubco or its shareholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty, (iii) any action asserting a claim against Pubco or any current or former director, officer or other employee of Pubco arising pursuant to any provision of the TBOC, or the certificate of incorporation or the bylaws, (iv) any other action asserting a claim related to or involving Pubco that is governed by the internal affairs doctrine or (v) any action asserting an “internal entity claim” as that term is defined in the TBOC, will be the United States District Court for the Northern District of Texas, Dallas Division (the “Texas Federal Court”) or, if the Texas Federal Court lacks jurisdiction for such action, the Texas Business Court in the First Business Court Division (the “Texas Business Court”) of the State of Texas (or, if the Texas Business Court is not then accepting filings or determines that it lacks jurisdiction for such action, a Texas state district court of Dallas County, Texas). The Proposed Charter will also provide that the federal district courts of the United States of America will be, to the fullest extent permitted by applicable law, the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act or the Exchange Act. The exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions. TO THE FULLEST EXTENT PERMITTED BY THE TBOC AND APPLICABLE LAW, AS THE SAME EXISTS OR MAY HEREAFTER BE AMENDED FROM TIME TO TIME, EACH SHAREHOLDER, EACH OTHER PERSON WHO ACQUIRES AN INTEREST IN ANY STOCK OF PUBCO AND EACH OTHER PERSON WHO IS BOUND BY THE PROPOSED CHARTER IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY CONCERNING ANY “INTERNAL ENTITY CLAIM” AS THAT TERM IS DEFINED IN SECTION 2.115 OF THE TBOC. AS THE DATE OF THIS PROXY STATEMENT/PROSPECTUS, THE TBOC DOES NOT PROVIDE FOR SUCH WAIVER OF JURY TRIAL. IF THE TBOC IS AMENDED AFTER THE EFFECTIVE DATE OF THE PROPOSED CHARTER AND THE PROPOSED BYLAWS TO AUTHORIZE THE INCLUSION OF ADDITIONAL PERSONS OR CLAIMS UNDER SUCH IRREVOCABLE WAIVER, THEN THE IRREVOCABLE WAIVER OF ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY INTERNAL ENTITY CLAIM SHALL BE EXPANDED TO THE FULLEST EXTENT PERMITTED BY THE TBOC, AS SO AMENDED. ANY PERSON OR ENTITY PURCHASING OR OTHERWISE ACQUIRING ANY INTEREST IN SHARES OF CAPITAL STOCK OF PUBCO WILL BE DEEMED TO HAVE NOTICE OF, AND KNOWINGLY AND INFORMEDLY CONSENTED AND ACQUIESCED TO, SUCH WAIVER PROVISIONS.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. However, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce a duty or liability created by the Securities Act or the rules and regulations thereunder and, accordingly, we cannot be certain that a court would enforce the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action arising under U.S. federal securities laws, including the Securities Act and the Exchange Act.

Any person or entity purchasing or otherwise acquiring any interest in any of Pubco’s shares of capital stock will be deemed to have notice of and consented to this provision. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Pubco or its directors, officers, other employees or shareholders, or could result in increased costs for a stockholder to bring a claim, particularly if they do not reside in or near Texas, both of which may discourage such lawsuits against Pubco and its current or former directors, officers, employees and shareholders. Alternatively, if a court were to find these provisions inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, Pubco may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect Pubco’s business and financial condition.

The Sponsor or Colombier’s directors, officers, advisors and their affiliates may elect to purchase Colombier Class A Ordinary Shares or the Public Warrants from Colombier Public Shareholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of the Colombier Class A Ordinary Shares.

The Sponsor or Colombier’s directors, officers, advisors or their affiliates may purchase Colombier Class A Ordinary Shares or the Public Warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Colombier Class A Ordinary Shares or the Public Warrants in such transactions.

Such a purchase may include a contractual acknowledgement that such a shareholder, although still the record holder of Colombier Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or Colombier’s directors, officers, advisors or their affiliates purchase Colombier Class A Ordinary Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the initial business combination and thereby increase the likelihood of obtaining shareholder approval of the initial business combination. Any such purchases of the Colombier securities may result in the completion of the initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of Colombier Class A Ordinary Shares or the Public Warrants and the number of beneficial holders of Colombier’s securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of the Colombier securities on a national securities exchange.

Colombier shareholders who redeem their Colombier Class A Ordinary Shares may continue to hold any Public Warrants that they own, which will result in dilution to non-redeeming Colombier shareholders upon exercise of such Public Warrants.

Colombier shareholders who redeem their Colombier Class A Ordinary Shares may continue to hold any Public Warrants that they own at such time, which will result in additional dilution to non-redeeming holders upon exercise of such warrants. Assuming (a) all redeeming Colombier shareholders that acquired Colombier Units in the IPO continue to hold the Public Warrants that were included in such Colombier Units, and (b) maximum redemption of Colombier Class A Ordinary Shares held by the redeeming Colombier shareholders, 5,666,667 Public Warrants would be retained by redeeming Colombier shareholders. As a result, the redeeming Colombier shareholders would hold Public Warrants with an aggregate market value of approximately $3.9 million, assuming a closing price of $0.7011 as reported by the NYSE on March 14, 2025, while non-redeeming Colombier shareholders would suffer dilution in their percentage ownership of Pubco upon exercise of the Public Warrants held by redeeming Colombier shareholders.

You may only be able to exercise your Pubco Public Warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of Pubco Common Stock from such exercise than if you were to exercise such Pubco Public Warrants for cash.

The Colombier Warrant Agreement provides that in the following circumstances holders of Warrants who seek to exercise their Warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the shares of Pubco Common Stock issuable upon exercise of the Warrants are not registered under the Securities Act in accordance with the terms of the Colombier

Warrant Agreement; if Pubco has so elected and the shares of Pubco Common Stock are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if Pubco has so elected and Pubco calls the Warrants for redemption. If you exercise the Warrants on a cashless basis, you would pay the warrant exercise price by surrendering the Warrants for that number of Pubco Common Stock to the quotient obtained by dividing (x) the product of the number of shares of Pubco Common Stock underlying the Warrants, multiplied by the excess of the “fair market value” of the Pubco Common Stock (as defined in the next sentence) over the exercise price of the Warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Pubco Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of Warrants, as applicable. As a result, you would receive fewer shares of Pubco Common Stock from such exercise than if you were to exercise such Warrants for cash.

Pubco may redeem your unexpired Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.

Pubco will have the ability to redeem all of the outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the Pubco Common Stock 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 shares of Pubco Common Stock and equity-linked securities for capital raising purposes in connection with the closing of the IPO) on each of 20 trading days within a 30 trading-day period commencing once the Warrants become exercisable and ending on the third trading day prior to proper notice of such redemption. Pubco will not redeem the Warrants unless an effective registration statement under the Securities Act covering the shares of Pubco Common Stock issuable upon exercise of the Warrants is effective and a current prospectus relating to those shares of Pubco Common Stock is available throughout the 30-day redemption period. If and when the Warrants become redeemable by Pubco, Pubco may exercise its redemption right even if Pubco is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Warrants could force you to (i) exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants or (iii) accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants.

Pubco may amend the terms of the Warrants in a manner that may be adverse to holders of the Pubco Public Warrants with the approval by the holders of at least a majority of the then outstanding Warrants. As a result, the exercise price of your Warrants could be increased, the exercise period could be shortened and the number of shares of Pubco Common Stock purchasable upon exercise of a Warrant could be decreased, all without your approval.

The Public Warrants were issued in registered form under the Colombier Warrant Agreement, and the Private Warrants were purchased by the Sponsor pursuant to an exemption to registration, and are governed by the terms of the Colombier Warrant Agreement, with the exception that such Private Warrants are subject to restriction. The Colombier Warrant Agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding Warrants to make any change that adversely affects the interests of the registered holders of Warrants. Accordingly, Pubco may amend the terms of the Warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding Warrants approve of such amendment. Although Pubco’s ability to amend the terms of the Warrants with the consent of at least a majority of the then outstanding Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, convert the Warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of Pubco Common Stock purchasable upon exercise of a Warrant.

The Colombier Warrant Agreement designates the courts of the State of New York located in the County of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the Public Warrants, as applicable, which will limit the ability of Public Warrant holders to obtain a favorable judicial forum for disputes with Pubco.

The Colombier Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against Pubco arising out of or relating in any way to the Pubco Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York located in the County of New York or the

United States District Court for the Southern District of New York, (ii) in each case Pubco irrevocably submits to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. Pubco will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the Colombier Warrant Agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any Warrants, as applicable, will be deemed to have notice of and to have consented to the forum provisions in the Colombier Warrant Agreement. If any action, the subject matter of which is within the scope the forum provisions of the Colombier Warrant Agreement, as applicable, is filed in a court other than a court of the State of New York located in the County of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of Warrants, as applicable, such holder will be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions, and (y) having service of process made upon such Warrant holder in any such action brought in such court to enforce the forum provisions by service upon such Warrant holder’s counsel in the foreign action as agent for such Warrant holder.

This choice-of-forum provision may limit a Warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Pubco, which may discourage such lawsuits. Warrant holders who are unable to bring their claims in the judicial forum of their choosing may be required to incur additional costs in pursuit of actions which are subject to Pubco’s choice-of-forum provisions. Alternatively, if a court were to find this provision of the Colombier Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, Pubco may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect Pubco’s business, financial condition and results of operations and result in a diversion of the time and resources of Pubco’s management and board of directors.

If Colombier requires Public Shareholders who wish to redeem their Public Shares to comply with the delivery requirements for redemption, such shareholders may be unable to sell their securities when they wish to if the Business Combination is not approved.

If Colombier requires Public Shareholders who wish to redeem their Public Shares to comply with specific delivery requirements for redemption and such proposed business combination is not consummated, Colombier will promptly return such certificates to the applicable Public Shareholders. Accordingly, investors who attempted to redeem their shares in such a circumstance will be unable to sell their securities after the failed acquisition until Colombier has returned their securities to them. The market price for Colombier’s shares may decline during this time and Public Shareholders may not be able to sell their securities when they wish to, even while other shareholders that did not seek conversion may be able to sell their securities.

Investors may not have sufficient time to comply with the delivery requirements associated with exercise of their redemption rights.

Pursuant to the Current Charter, Colombier is required to give a minimum of only five clear days’ notice (meaning 5 days’ notice, excluding the day when the notice is received or deemed to be received and the day for which it is given or which it is to take effect) for an extraordinary general meeting. As a result, if Colombier requires Public Shareholders who wish to redeem their Public Shares into the right to receive a pro rata portion of the funds in the Trust Account to comply with specific delivery requirements for conversion, holders may not have sufficient time to receive the notice and deliver their shares for redemption. Accordingly, investors may not be able to exercise their redemption rights and may be forced to retain Colombier’s securities when they otherwise would not want to.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect Colombier’s business, including its ability to complete the Business Combination, and results of operations.

Colombier is subject to laws and regulations enacted by national, regional and local governments. In particular, Colombier is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on Colombier’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on Colombier’s business, including its ability to complete the Business Combination, and results of operations.

The Business Combination may be subject to U.S. foreign investment regulations, which may impose conditions on or prevent the consummation of the Business Combination. Such conditions or limitations could also potentially make Class A Ordinary Shares less attractive to investors or cause Colombier’s future investments to be subject to U.S. foreign investment regulations.

Colombier’s Sponsor is Colombier Sponsor II LLC, a Delaware limited liability company. The Sponsor currently owns 4,250,000 shares of Colombier Class B Ordinary Shares, initially purchased by the Sponsor in the private placement occurring prior to the IPO, and 5,000,000 Private Warrants, that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. Omeed Malik, Colombier’s Chief Executive Officer and the Chairman of Colombier’s board of directors and a U.S. citizen, is the sole managing member of the Sponsor. Other members of the Sponsor include certain officers and directors of Colombier and other third party investors, who are all U.S. citizens. The Sponsor is not controlled by any non-U.S. persons on a look-through basis. To the best of Colombier’s knowledge, the Sponsor does not have substantial ties or substantial interests with any non-U.S. persons. The Sponsor is expected to own approximately 13.5% of Pubco following the Business Combination, assuming that the other conditions and assumptions incorporated in the sections of this proxy statement/prospectus entitled “Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Condensed Combined Financial Information” are also accurate as of the Closing Date.

Certain acquisitions or an initial business combination may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that would permit an initial business combination to be consummated with us, Colombier may not be able to consummate an initial business combination with such target. In addition, regulatory considerations may decrease the pool of potential target companies Colombier may be willing or able to consider.

Among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more than a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

Outside the United States, laws or regulations may affect Colombier’s ability to consummate an initial business combination with potential target companies incorporated or having business operations in jurisdictions where national security considerations, involvement in regulated industries (including telecommunications), or in businesses where a country’s culture or heritage may be implicated.

U.S. and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified terms and conditions, which may not be acceptable to Colombier or a target. In such event, Colombier may not be able to consummate a transaction with that potential target.

Colombier does not believe that the business combination with GrabAGun is subject to review by CFIUS. However, if Colombier does not complete the business combination with GrabAGun, the pool of other potential targets with whom Colombier could complete an initial business combination may be limited and Colombier may be adversely affected in competing with other special purpose acquisition companies that do not have similar ownership issues. Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because Colombier has only a limited time to complete its initial business combination, Colombier’s failure to obtain any required approvals within the requisite time period may require Colombier to liquidate. If Colombier liquidates, Colombier’s public shareholders may only receive a pro rata amount of the funds in Colombier’s trust account, and Colombier’s warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in Pubco.

Risks Related to Ownership of Pubco Common Stock

An active market for Pubco’s securities may not develop, which would adversely affect the liquidity and price of Pubco’s securities.

The price of Pubco’s securities may vary significantly due to factors specific to Pubco, as well as to general market or economic conditions. Further, an active trading market for Pubco’s securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

There can be no assurance that the shares of Pubco Common Stock that will be issued in connection with the Business Combination will be approved for listing on the NYSE following the Closing, or that Pubco after the Closing will be able to comply with the continued listing rules of the NYSE.

In connection with the Business Combination and as a condition to Colombier’s and GrabAGun’s obligations to complete the Business Combination, Pubco will be required to demonstrate compliance with the NYSE’s initial listing requirements. In addition to the listing requirements for Pubco’s common stock, the NYSE imposes listing standards on warrants. Colombier cannot assure you that Pubco will be able to meet those initial listing requirements, in which case neither party will be obligated to complete the Business Combination.

In order to continue the listing of its securities on the NYSE, Colombier prior to the Business Combination, and Pubco following the consummation of the Business Combination, must maintain certain financial, share price and distribution levels. Generally, a listed company must maintain a minimum market capitalization (generally $50,000,000) and a minimum number of holders of its securities (currently 300 public holders). Even if Pubco’s common stock and warrants are approved for listing on the NYSE, Pubco may not meet the NYSE continued listing requirements following the Business Combination.

If the NYSE delists Pubco’s securities from trading on its exchange and Pubco is not able to list its securities on another national securities exchange, Pubco’s securities could be quoted on an over-the-counter market. If this were to occur, Pubco could face significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        reduced liquidity for its securities;

•        a determination that Pubco’s common stock is a “penny stock” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Pubco’s securities;

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The continued eligibility for listing of Pubco’s securities may depend on, among other things, the number of Colombier Class A Ordinary Shares that are redeemed.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because Colombier’s units, ordinary shares and warrants are listed on the NYSE, Colombier’s units, ordinary shares and warrants qualify as covered securities under the statute. Although the states are preempted from regulating the sale of Colombier’s securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While Colombier is not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if Colombier was no longer listed on the NYSE, Colombier’s securities would not qualify as covered securities under the statute and Colombier would be subject to regulation in each state in which Colombier offers its securities.

The market price of Pubco’s common stock may decline as a result of the Business Combination.

The market price of Pubco’s common stock may decline as a result of the Business Combination for a number of reasons, including if:

•        investors react negatively to the prospects of Pubco’s business and the prospects of the Business Combination;

•        the effect of the Business Combination on Pubco’s business and prospects is not consistent with the expectations of financial or industry analysts; or

•        Pubco does not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial or industry analysts.

Pubco’s stock price may change significantly following the Business Combination and you could lose all or part of your investment as a result.

The trading price of Pubco Common Stock is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares of Pubco Common Stock at an attractive price due to a number of factors such as those listed in “— Risks Related to GrabAGun” and the following:

•        results of operations that vary from the expectations of securities analysts and investors;

•        results of operations that vary from those of Pubco’s competitors;

•        changes in expectations as to Pubco’s future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

•        declines in the market prices of stocks generally;

•        strategic actions by Pubco or its competitors;

•        announcements by Pubco or its competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

•        any significant change in Pubco’s management;

•        changes in general economic or market conditions or trends in Pubco’s industry or markets;

•        changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to Pubco’s business;

•        future sales of Pubco Common Stock or other securities;

•        investor perceptions of the investment opportunity associated with Pubco Common Stock relative to other investment alternatives;

•        the public’s response to press releases or other public announcements by Pubco or third parties, including Pubco’s filings with the SEC;

•        litigation involving Pubco, Pubco’s industry, or both, or investigations by regulators into the Pubco Board, Pubco’s operations or those of Pubco’s competitors;

•        guidance, if any, that Pubco provides to the public, any changes in this guidance or Pubco’s failure to meet this guidance;

•        the development and sustainability of an active trading market for Pubco Common Stock;

•        actions by institutional or activist shareholders;

•        changes in accounting standards, policies, guidelines, interpretations or principles; and

•        other events or factors, including those resulting from pandemics, natural disasters, war, acts of terrorism or responses to these events.

These broad market and industry fluctuations may adversely affect the market price of Pubco Common Stock, regardless of Pubco’s actual operating performance. In addition, price volatility may be greater if the public float and trading volume of Pubco Common Stock is low.

In the past, following periods of market volatility, shareholders have instituted securities class action litigation. If Pubco was involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from Pubco’s business regardless of the outcome of such litigation.

Because there are no current plans to pay cash dividends on Pubco Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your Pubco Common Stock at a price greater than what you paid for it.

Pubco intends to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on shares of Pubco Common Stock will be at the sole discretion of the Pubco Board. The Pubco Board may take into account general and economic conditions, Pubco’s financial condition and results of operations, Pubco’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications of the payment of dividends by Pubco to its shareholders or by its subsidiaries to it and such other factors as the Pubco Board may deem relevant. As a result, you may not receive any return on an investment in Pubco Common Stock unless you sell your Pubco Common Stock for a price greater than that which you paid for it.

Pubco shareholders may experience dilution in the future.

The percentage of shares of Pubco Common Stock owned by current shareholders may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that Pubco may grant to its directors, officers and employees, or the exercise of Pubco warrants. Such issuances may have a dilutive effect on Pubco’s earnings per share, which could adversely affect the market price of Pubco Common Stock.

If securities or industry analysts do not publish research or reports about Pubco’s business, if they change their recommendations regarding Pubco Common Stock or if Pubco’s operating results do not meet their expectations, Pubco Common Stock price and trading volume could decline.

The trading market for Pubco Common Stock will depend in part on the research and reports that securities or industry analysts publish about Pubco or its businesses. If no securities or industry analysts commence coverage of Pubco, the trading price for Pubco Common Stock could be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover Pubco downgrade its securities or publish unfavorable research about its businesses, or if Pubco’s operating results do not meet analyst expectations, the trading price of Pubco Common Stock would likely decline. If one or more of these analysts cease coverage of Pubco or fail to publish reports on Pubco regularly, demand for Pubco Common Stock could decrease, which might cause Pubco Common Stock price and trading volume to decline.

Pubco will issue shares of Common Stock as consideration for the Business Combination, which will result in immediate dilution to Colombier shareholders, and may issue additional shares or other equity or equity-linked securities without approval of its shareholders, which would dilute existing ownership interests and may depress the market price of shares of Pubco Common Stock.

Upon consummation of the Business Combination (assuming, among other things, that no Public Shareholders exercise redemption rights in connection with the Closing and the other assumptions described under the section with the heading “Share Calculations and Ownership Percentages”), (i) the Public Shareholders are expected to own approximately 53.9% of the outstanding shares of Pubco Common Stock, (ii) the Sponsor is expected to own approximately 13.5% of the outstanding shares of Pubco Common Stock, (iii) the GrabAGun Members are expected to own approximately 31.7% of the shares of Pubco Common Stock, and (iv) the GrabAGun Consultant is expected to own approximately 0.9% of the shares of Pubco Common Stock.

These percentages assume, among other assumptions, that at, or in connection with, the Closing, (i) no Public Shareholders redeem Public Shares prior to or in connection with the Business Combination, and (ii) there are no pre-Closing transfers, distributions or forfeitures of securities held by the Sponsor, but exclude the potential dilutive effect of Pubco warrants to be issued at Closing to former holders of Colombier Public Warrants and Colombier Private

Warrants (and the shares of Pubco Common Stock issuable upon exercise of such warrants) and excluding, also, any post-Closing equity awards under the Incentive Plan. If actual facts are different from these assumptions, which they are likely to be, the percentage ownership retained by the Colombier shareholders and GrabAGun Members and the GrabAGun Consultant in Pubco, and associated voting power, will be different.

Holders of Public Shares prior to Closing that elect to redeem their Public Shares may continue to hold any Public Warrants that they owned prior to redemption, the exercise of which would result in additional dilution to non-redeeming Colombier shareholders, and exercise of outstanding Private Warrants would also result in additional dilution to non-redeeming Colombier shareholders. Additionally, although no such transactions are currently anticipated, Colombier or Pubco may, prior to the Closing, offer or sell additional securities in connection with a PIPE or other financing transaction, the issuance of which would dilute ownership interests to Public Shareholders that do not redeem Public Shares in connection with the Business Combination.

Additionally, the terms of the Merger Agreement contemplate the adoption, effective at Closing, subject to approval by the Colombier shareholders at the Colombier Extraordinary General Meeting, of the Incentive Plan, pursuant to which Pubco may make grants or issue equity or equity-linked securities after the Closing in accordance with the terms of such plan from reserves of shares Pubco Common Stock to be established for such purpose.

The potential issuance of shares, or the vesting and settlement or exercise of equity-linked securities issued or granted under the Incentive Plan would also result in additional dilution to non-redeeming Colombier shareholders. The dilutive effects of the exercise of Public Warrants and Private Warrants at various redemptions levels is illustrated in the table set forth below.

In addition to the foregoing potential sources of dilution to non-redeeming Public Shareholders, after the Closing, Pubco may require capital investment to support its business, and Pubco may issue additional shares of Common Stock or other equity or convertible debt securities of equal or senior rank in the future without approval of the holders of Pubco stock in certain circumstances, all of which may result in additional dilution to non-redeeming Public Shareholders.

The percentage of the outstanding shares and voting power of Pubco Common Stock that will be owned by Public Shareholders after the Closing will vary based, among other things, on the number of Public Shares redeemed in connection with the Business Combination and the issuance by Colombier or Pubco of additional equity or equity-based securities prior to, at or after the Closing. Certain dilutive effects on non-redeeming Colombier shareholders across various redemption scenarios are shown in the table set forth below, though, as described herein, there may be other sources of dilution that impact ownership and voting control of Public Shareholders after the Business Combination is consummated.

The following table illustrates varying beneficial ownership levels in Pubco immediately following the Business Combination, incorporating the assumptions described below and in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”, as well as possible sources and extents of dilution for non-redeeming Public Shareholders, assuming no redemptions by Public Shareholders, 25% redemption by Public Shareholders, 50% redemption by Public Shareholders, and the Contractual Maximum Redemptions Scenario assumptions with regard to redemptions by Public Shareholders, as further described below:

The following table illustrates varying ownership levels of Pubco immediately following the Business Combination:

The numbers of shares and percentage interests set forth above reflect different redemption scenarios as set forth below.

•        Assuming No Redemptions:    This presentation assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares at or prior to the consummation of the Business Combination. As the Sponsor waived its redemption rights with regard to Sponsor Shares, only redemptions by Public Shareholders are considered for purposes of this presentation.

•        Assuming 25% of Contractual Maximum Redemptions:    In addition to the assumptions in the “No Redemptions” scenario, this presentation assumes that the Public Shareholders holding approximately 13.2% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 25% of the Public Shares assumed to be redeemed under the contractual maximum redemption scenario. This scenario assumes that 2,237,793 Public Shares are redeemed for an aggregate Redemption Payment of approximately $23.4 million.

•        Assuming 50% of Contractual Maximum Redemptions:    In addition to the assumptions in the “No Redemptions” scenario, this presentation incorporates all of the assumptions in the “Contractual Maximum Redemptions Scenario” described below and assumes that the Public Shareholders holding approximately 26.3% of the Public Shares exercise redemption rights with respect to their Public Shares, which is approximately 50% of the Public Shares assumed to be redeemed under the contractual maximum redemption scenario. This scenario assumes that 4,475,586 Public Shares are redeemed for an aggregate Redemption Payment of approximately $46.8 million.

•        Assuming Contractual Maximum Redemptions:    In addition to the assumptions described in the “No Redemptions” scenario, this presentation assumes there are no redemptions of Public Shares prior to the Business Combination’s consummation and that 8,951,173 Public Shares are redeemed upon consummation of the Business Combination for aggregate Redemption Payments of $93.5 million, assuming a redemption price of $10.45 per share (based on $177.6 million contained in the Trust Account as of December 31, 2024), which represents the maximum number of Public Shares that could be redeemed in connection with the Closing while still enabling the parties to satisfy the condition contained in the Merger Agreement, which is waivable by Colombier and GrabAGun, that, at the Closing, after (i) giving effect to the completion and payment of Redemptions and payment of Colombier Transaction Expenses and (ii) payment of the Aggregate Cash Consideration to GrabAGun Members required under the terms of the Merger Agreement, gross cash or cash equivalents delivered to Pubco at the Closing will equal or exceed $30 million. The “contractual maximum redemption scenario” represents the maximum number of Public Shares that may be redeemed while satisfying the Minimum Cash Condition, taking into account the assumptions described above. In the event that aggregate cash and cash equivalents delivered to Pubco at Closing is insufficient to meet the Minimum Cash Condition set forth in the Merger Agreement, a condition to the Closing would not be met and the Business Combination may not be consummated.

The foregoing table does not reflect the impact of any other equity issuances on the beneficial ownership levels of Pubco, such as:

•        grants of equity under the Incentive Plan or any other Pubco equity incentive plans that may be made in the future; or

•        any private investment in public equity or any other dilutive financing sources, as none of Colombier, GrabAGun or Pubco has any commitments any such financing transaction commitments as this time, in connection with the Business Combination or otherwise and does not currently anticipate having any such transactions or commitments prior to the Closing.

The issuance of additional shares of Common Stock or other equity or convertible debt securities by Colombier prior to the Closing or Pubco after the Closing would have the following effects: (i) Colombier’s existing shareholders’ proportionate ownership interest in Pubco may decrease relative to such holders’ ownership percentage if no such dilutive issuances occur; (ii) the amount of cash available per share, including for payment of dividends in the future, may decrease; (iii) the relative voting power of shares of Pubco Common Stock held by non-redeeming Public Shareholders may be diminished; (iv) the market price of shares of Pubco Common Stock may decline; and (v) as a result of having a minority (or diminished) ownership and voting position, Public Shareholders’ ability to influence management of Pubco may be reduced relative to Public Shareholders’ influence over Colombier management currently.

Future sales, or the perception of future sales, by Pubco or its shareholders in the public market following the Business Combination could cause the market price for Pubco Common Stock to decline.

The sale of shares of Pubco Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of Pubco Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for Pubco to sell equity securities in the future at a time and at a price that it deems appropriate.

Upon consummation of the Business Combination, it is currently expected that Pubco will have a total of 31,550,000 shares of Pubco Common Stock outstanding (i) assuming that there are no redemptions of any shares by Colombier’s public shareholders in connection with the Business Combination, and (ii) without giving effect to any awards that may be issued under the Incentive Plan. All shares currently held by Colombier Public Shareholders and all of the shares issued in the Business Combination to GrabAGun Members will be freely tradable without registration under the Securities Act, and without restriction by persons other than Pubco’s “affiliates” (as defined under Rule 144 under the Securities Act, (“Rule 144”)), including Pubco’s directors, executive officers and other affiliates.

Simultaneously with the execution and delivery of the Merger Agreement, the members of GrabAGun, who are expected to collectively own approximately 31.7% of the shares of Pubco Common Stock outstanding following the Business Combination (based on the above assumptions and holdings of GrabAGun Interests), agreed with Colombier pursuant to the Lock-Up Agreements, subject to certain exceptions, not to dispose of or hedge any of their shares of Pubco Common Stock or securities convertible into or exchangeable for shares of Pubco Common Stock during the period from the date of the Closing and ending six months after such date. See “The Business Combination Proposal — Certain Related Agreements — Lock-Up Agreements.”

In addition, the shares of Pubco Common Stock reserved for future issuance under the Incentive Plan will become eligible for sale in the public market once those shares are issued, subject to any applicable vesting requirements, lock-up agreements and other restrictions imposed by law. A total number of shares representing 12% of the outstanding shares of Pubco Common Stock immediately following consummation of the Business Combination are expected to be reserved for future issuance under the Incentive Plan. Pubco is expected to file one or more registration statements on Form S-8 under the Securities Act to register shares of Pubco Common Stock or securities convertible into or exchangeable for shares of Pubco Common Stock issued pursuant to the Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

In the future, Pubco may also issue its securities in connection with investments or acquisitions. The amount of shares of Pubco Common Stock issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding shares of Pubco Common Stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to Pubco shareholders.

Colombier currently is, and Pubco will be, an “emerging growth company” and a “smaller reporting company” within the meaning of the Securities Act, and if Pubco takes advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make Colombier’s securities less attractive to investors and may make it more difficult to compare Colombier’s performance with other public companies.

Colombier is currently and, following the consummation of the Merger, Pubco will be, an “emerging growth company” and “smaller reporting company” within the meaning of the Securities Act, as modified by the JOBS Act. Pubco may continue to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies or smaller reporting companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, Pubco shareholders may not have access to certain information they may deem important. Colombier cannot predict whether investors will find securities issued by Pubco less attractive because Pubco will rely on these exemptions. If some investors find those securities less attractive as a result of its reliance on these exemptions, the trading prices of Pubco’s securities may be lower than they otherwise would be, there may be a less active trading market for Pubco’s securities and the trading prices of Pubco’s securities may be more volatile.

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 a 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. Colombier 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, Pubco, 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 Pubco’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Pubco will remain an emerging growth company until the earliest of: (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 Pubco has total annual gross revenue of at least $1.235 billion; (iii) the last day of the fiscal year in which Pubco is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the worldwide market value of Pubco Common Stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year; or (iv) the date on which Pubco has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Pubco may redeem unexpired Public Warrants prior to their exercise at a time that is disadvantageous for warrant holders.

Pubco will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of Pubco Common Stock 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 Pubco Common Stock and equity-linked securities for capital raising purposes in connection with the closing of the initial business combination) on each of 20 trading days within a 30 trading-day period ending on the third trading day prior to the date Pubco sends the notice of redemption to the warrant holders. If and when the Public Warrants become redeemable by Pubco, Pubco may exercise its redemption right if there is a current registration statement in effect with respect to the shares of Pubco Common Stock underlying such warrants. Redemption of the outstanding Public Warrants could force you to: (i) exercise your warrants and pay the related exercise price at a time when it may be disadvantageous for you to do so; (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption

price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the Private Warrants will be redeemable by Pubco for cash so long as they are held by the Sponsor or its permitted transferees.

In the event Pubco determines to redeem the Public Warrants, holders of redeemable warrants would be notified of such redemption as described in our warrant agreement. Specifically, in the event that Pubco elects to redeem all of the redeemable warrants as described above, Pubco will fix a date for the redemption (the “Redemption Date”). Notice of redemption will be mailed by first class mail, postage prepaid, by Pubco not less than 30 days prior to the Redemption Date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement will be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via Pubco’s posting of the redemption notice to DTC. The closing price for the Colombier Class A Ordinary Shares as of March 14, 2025 was $10.58 and has never exceeded the $18.00 threshold that would trigger the right to redeem the Public Warrants following the Closing.

Risks Related to the Redemption

There is no guarantee that a Colombier public shareholder’s decision whether to redeem its Colombier Ordinary Shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position.

Colombier cannot assure you as to the price at which a public shareholder may be able to sell the shares of Pubco Common Stock in the future following the completion of the Business Combination. Certain events following the consummation of any business combination, including the Merger, may cause an increase in Pubco share price, and may result in a lower value realized now than a Colombier shareholder might realize in the future had the shareholder not elected to redeem such shareholder’s Public Shares. Similarly, if a Public Shareholder does not redeem such shareholder’s shares, such shareholder will bear the risk of ownership of Pubco Common Stock after the consummation of the Business Combination, and there can be no assurance that a shareholder can sell such shareholder’s shares of Pubco Common Stock in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A Public Shareholder should consult such shareholder’s own tax or financial advisor for assistance on how this may affect its individual situation.

If Public Shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account.

Colombier intends to comply with the U.S. federal proxy rules in conducting redemptions in connection with the Business Combination. However, despite Colombier’s compliance with these rules, if a Colombier shareholder fails to receive Colombier’s proxy materials, such shareholder may not become aware of the opportunity to redeem its Colombier Ordinary Shares. In addition, this proxy statement/prospectus provides the various procedures that must be complied with in order to validly tender or redeem Public Shares. In the event that a Public Shareholder fails to comply with these or any other procedures, its Public Shares may not be redeemed.

In order to exercise their redemption rights, public shareholders are required to deliver their Public Shares, either physically or electronically using Continental Stock Transfer & Trust Company’s DWAC System, to Colombier’s transfer agent prior to the vote at the Colombier Extraordinary General Meeting. If a public shareholder properly seeks redemption as described in this proxy statement/prospectus and the Business Combination is consummated, Colombier will redeem these Public Shares for a pro rata portion of the funds deposited in the Trust Account and the public shareholder will no longer own such Public Shares following the Merger. See the section entitled “Colombier Extraordinary General Meeting of Shareholders — Redemption Rights” for additional information on how to exercise your redemption rights.

If you or a “group” of Colombier shareholders of which you are a part is deemed to hold an aggregate of more than 15% of the Public Shares, you (or, if a member of such a group, or all of the members of such group in the aggregate) will lose the ability to redeem all such Public Shares in excess of 15% of the Public Shares.

A public shareholder, together with any of such shareholder’s affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate such shareholder’s Public Shares or, if part of such a group, the group’s Public Shares,

in excess of 15% of the Public Shares, without the prior consent of Colombier. However, Colombier shareholders’ ability to vote all of their Public Shares (including such excess shares) for or against the Business Combination Proposal is not restricted by this limitation on redemptions. Your inability to redeem any such excess Public Shares could result in you suffering a material loss on your investment in Colombier if you sell such excess Public Shares in open market transactions. Colombier cannot assure you that the value of such excess Public Shares will appreciate over time following the Business Combination or that the market price of the Public Shares will exceed the per share redemption price.

Risks Related to GrabAGun

Unless the context otherwise requires, references in this section under the heading “Risks Related to GrabAGun” to “we,” “us” or “our” refer to GrabAGun.

Business and Operational Risks

Our business depends on our vendor partner relationships, the availability of their products and the terms of the agreements governing those relationships, and if we lose those relationships, our product offerings would be limited and less desirable to our customers.

All of the firearms, ammunition and related accessories offered on our eCommerce platform are supplied by wholesale distributors and original manufacturers (referred to 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. As of April 29, 2025, GrabAGun does not have any “material contracts” (as defined in Item 601(b)(10) of Regulation S-K) with any firearms manufacturers or distributors. 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.

We purchase the firearms and ammunition products offered on our website 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 relationships 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 that we have not historically represented in the marketplace, could have an adverse impact on our business, results of operations or cash flows.

Our sales are dependent on continued innovations in the firearms and ammunition offerings by our vendor partners, the competitiveness of their offerings and our ability to partner with new and emerging firearms and ammunition makers.

The firearms and ammunition industry is characterized by rapid innovation and the frequent introduction of new and enhanced firearm, 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 the 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 may be unable to offer firearms products from certain vendors that sell exclusively through authorized dealers. We may also be limited from selling certain vendors’ products to the extent our vendor partners do not carry their products or are restricted from selling their products to us because the vendors’ policies do not permit sales of their products to eCommerce retailers like us. Because of this, we 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 that is 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.

We sell products that create 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.

Gun violence prevention and legislative advocacy organizations that oppose sales of firearms and ammunition could inhibit sales of our products.

Gun violence prevention and legislative advocacy organizations have in the past opposed sales of assault-style weapons and high-capacity ammunition by pressing for legislation in these areas and by engaging in public demonstrations and media campaigns. There can be no assurance that such organizations will not target us and the sale of our products, which could possibly require us to significantly change or discontinue a particular product line. In addition, certain major retailers, such as Dick’s Sporting Goods and Walmart, are no longer selling firearms and ammunition in any of their stores, and Amazon has prohibited the sale of firearms and ammunition on its site, reflecting how the pressure on retailers by these gun control organizations has impacted the industry.

Substantial competition could reduce our market share and significantly harm our financial performance.

We compete with many retail formats, including traditional brick and mortar sporting goods and specialty gun stores, pawn shops and gun shows, and other online retailers, who sell directly to customers. We expect the competitive landscape to continue to evolve as new firearm and ammunition products and business models emerge. Our continued competitiveness depends upon our ability to anticipate and evolve at pace and scale with new firearms and ammunition products and technologies through strategic and timely investments in innovation, expansion of offerings and the capabilities necessary to implement them.

While innovation can help our business as it creates new offerings for us to sell, it can also disrupt our business model and create new and stronger competitors. For instance, some of our firearms and ammunition vendor partners sell, and could intensify their efforts to sell, their products online directly to our customers. Moreover, traditional firearms and ammunition manufacturers have increased their omni-channel capabilities through mergers and acquisitions with retailers, which could potentially increase competition in the market to provide products to customers. If we are unable to effectively respond to the evolving competitive landscape or respond in a manner that is less effective than that of our competitors, our business, results of operations or cash flows could be adversely impacted.

We focus on providing high quality customer service to gain new customers and retain existing customers. To the extent we face increased competition to gain and retain customers, we may be required to reduce prices, increase advertising expenditures or take other actions which could adversely affect our business, results of operations or cash flows. Additionally, some of our competitors may reduce their prices in an attempt to stimulate sales, which may require us to reduce prices. This would require us to sell a greater number of products to achieve the same level of net sales and gross profit. If such a reduction in prices occurs and we are unable to attract new customers and sell increased quantities of products, our sales growth and profitability could be adversely affected.

If we are unable to maintain and expand our network of Federal Firearms License (“FFL”) holders, whether as a result of competition or other factors, our business and financial results could be adversely affected.

Our business model relies on a network of FFL holders to facilitate the final transfer of firearms to our customers, and the breadth and reliability of this network is a critical component of our value proposition. From time to time, FFL holders have requested removal from our network, including instances where the FFL holder perceives our business to be competitive with theirs or finds our pricing strategies to be overly aggressive. While removals to date have not had a material adverse effect given the large number of FFLs nationally, a significant reduction in the number of participating FFL holders, whether due to dissatisfaction with our pricing model, increased competition, or other factors, could materially disrupt our operations, diminish the convenience and geographic reach of our platform, and adversely impact our revenue.

We also face competitive risks from other eCommerce firearm retailers with their own FFL networks. We do not currently pay fees or other incentives to FFL holders. Should a competing platform offer incentives to FFL holders, we could be forced to offer similar incentives, thereby increasing our costs, or risk losing FFL participation, either of which could adversely affect our business.

GrabAGun’s growth to date may not be sustainable or indicative of future performance.

Our growth has placed and is expected to continue to place significant demands on our management, financial, operational, technological and other resources. The growth and expansion of our business depends on a number of factors, including our ability to:

•        increase awareness of our brand and successfully compete with other companies that compete against us;

•        continue to innovate and introduce new product offerings;

•        maintain and improve our website;

•        identify and maintain key manufacturer and wholesale distributor relationships; and

•        expand the number of consumers using our website.

The growth and expansion of our business will place significant demands on our management, technology and operations teams and require significant additional resources, financial and otherwise, to meet our needs, which may not be available in a cost-effective manner, or at all. We expect to expend substantial resources on:

•        sales and marketing efforts;

•        development and/or acquisition, distribution, marketing and sales efforts;

•        website maintenance; and

•        general administration, including increased finance, legal, compliance and accounting expenses associated with being a public company.

Our investments may not result in the growth of our business. Even if these investments do result in the growth of our business, if we do not effectively manage our growth, we may not be able to successfully execute on our business plan, respond to competitive pressures, take advantage of market opportunities, satisfy the expectations of consumers or maintain high-quality product offerings, any of which could adversely affect our business, financial condition, results of operations and prospects. You should not rely on our historical rate of growth as an indication of our future performance or the rate of growth we may experience going forward or with respect to any new products we may introduce.

In addition, to support continued growth, we must effectively integrate, develop and motivate existing and new employees while maintaining our corporate culture. We face significant competition for personnel. To attract top talent, we will need to offer competitive compensation and benefits packages. We may also need to increase our employee compensation levels to remain competitive in attracting and retaining talented employees. In addition, we may face challenges in attracting employees whose values align with our own. The risks associated with a rapidly growing workforce may be particularly acute as we expand into new markets. Additionally, we may not be able to hire new employees quickly enough to meet our needs. If we fail to effectively manage our hiring needs or successfully integrate new hires, our efficiency, ability to meet forecasts and employee morale, productivity and retention could suffer, which could have an adverse effect on our business, financial condition, results of operations and prospects.

We will also be required to manage numerous relationships with various businesses, suppliers and vendors, service providers and other third parties. Further growth of our operations, information technology systems or internal controls and procedures may not be adequate to support our operations. If we are unable to manage the growth of our organization effectively, our business, financial condition, results of operations and prospects may be materially adversely affected.

We are exposed to inventory risks, which could result in our products becoming obsolete or no longer in demand.

We are exposed to inventory risks as a result of evolving customer tastes, rapid industry standards and other changes that affect the market and pricing for the products we sell. In addition to drop-ship arrangements with many of our manufacturers and wholesale distributors, we seek to minimize our inventory exposure through a variety of inventory management procedures and policies, as well as vendor price protection and product return programs. However, if we were unable to maintain our inventory management model, if there were unforeseen product developments that created more rapid obsolescence or if our vendor partners were to change their terms and conditions, our inventory risks could increase. We also from time to time take advantage of cost savings associated with certain opportunistic bulk inventory purchases offered by our vendor partners or we may decide to carry high inventory levels of certain products that have limited or no return privileges due to customer demand or request or to manage supply chain interruptions. If we purchase inventory in anticipation of customer demand that does not materialize, or if customers reduce, delay or decommit from orders, and if we were unable to return the inventory to a vendor partner, we would be exposed to an increased risk of inventory obsolescence.

We may in the future make selective acquisitions and such acquisitions could disrupt our operations and may have an adverse effect on our financial results.

We may in the future pursue transactions, including selective strategic acquisitions, in an effort to extend or complement our existing business. These types of transactions involve numerous business risks, including finding suitable transaction partners and negotiating terms that are acceptable to us, the diversion of management’s attention from other business priorities, extending our product offerings into areas in which we have limited experience, entering into new geographic markets, an acquisition target’s differing or inadequate cybersecurity and data protection controls, the potential loss of key employees or business relationships and successfully integrating acquired businesses. There can be no assurance that the intended benefits of our acquisitions will be realized, or that those benefits will offset these numerous risks or other unforeseen factors, any of which could adversely affect our business, results of operations or cash flows.

In addition, our financial results could be adversely affected by financial adjustments required by US GAAP in connection with these types of transactions where significant goodwill or intangible assets are recorded. To the extent the value of goodwill or identifiable intangible assets becomes impaired, we may be required to incur material charges relating to the impairment of those assets.

The success of our business depends on the continuing development, maintenance and operation of our information technology systems.

Our success is dependent on the accuracy, proper utilization and continuing operation, maintenance and development of our information technology systems, including our business systems, such as our sales, customer management, financial and accounting, marketing, purchasing, warehouse management, eCommerce and mobile systems, as well as our operational platform, including voice and data networks and power systems. The quality and our utilization of the information generated by our information technology systems, and our success in implementing new systems and upgrades, could adversely affect, among other things, our ability to:

•        conduct business with our customers, including delivering products to them;

•        effectuate comprehensive and reliable data collection, maintenance and governance;

•        manage our inventory, accounts receivable and accounts payable;

•        support planned growth in our product offerings and continued evolution of the business;

•        purchase, sell, ship and invoice our firearms and ammunition products efficiently and on a timely basis; and

•        maintain our cost-efficient operating model while scaling our business.

Our information technology systems are inherently exposed to varied technological threats beyond our control. While we have taken steps to protect our information technology systems from a variety of threats, both internal and external, and from human error, there can be no guarantee that those steps will be effective. Further, although we have redundant systems at a separate location to back up our primary systems, there can be no assurance that these redundant systems will operate properly if and when required. Moreover, software vulnerabilities within the third-party information technology systems we use are discovered and reported on nearly a daily basis. When made public or otherwise known to us, we attempt to remediate or mitigate these vulnerabilities following guidance provided by the software vendor, and/or appropriate authorities, and before the vulnerability is successfully used in a cyberattack against our systems. If and when cyberattacks target and successfully exploit these vulnerabilities, we take steps designed to contain and limit the impact on our business. Any disruption to or infiltration of our information technology systems could significantly harm our reputation, business and results of operations due to failure to comply with customer, partner, legal or regulatory obligations.

We maintain and periodically upgrade many of our information technology systems, some of which are complex, costly and time-consuming. If our information technology systems are not properly maintained or enhanced, the attention of our coworkers could be diverted and our ability to provide the level of service our customers demand could be constrained for some time. Further, new information technology systems and updates to existing information technology systems may not properly integrate with other information technology systems. Also, once implemented, the new information technology systems, updates to existing information technology systems and related technology may not provide the intended efficiencies or anticipated benefits, or could be defective or improperly installed, and could add costs, complications and disruptions to our ongoing operations.

As part of our growth strategy, we may acquire new companies, businesses or eCommerce sites with cybersecurity and data protection systems. These systems may not conform with our standards. It may require significant time and expense to upgrade and integrate such systems and controls, and if we are unable to do so in a timely manner, or at all, failures or breaches of such systems could harm our reputation, business and results of operations due to failure to comply with customer, partner, legal or regulatory obligations.

Breaches of data security and the failure to protect our information technology systems from cybersecurity threats could adversely impact our business.

Our business involves the storage and transmission of proprietary information and sensitive or confidential data, including personal information of employees, customers, partners and others, which we must do in compliance with applicable law. In connection with our business, some of our employees have access to our customers’ confidential data and other information. Additionally, third parties, such as data center colocation and hosted solution partners, provide services to us and also provide services as a component of our delivery of products to customers. These third parties or others that are a part of our supply chain could also be a source of security risk in the event of a failure to protect their own products, security systems and infrastructure and we may not be able to control the manner in which these third parties respond to any security breach. We have privacy and data security policies, practices and controls in place that are designed to prevent security breaches; however, as newer technologies evolve, as more business is conducted over the internet and remotely, as we acquire business operations from targets with differing or inadequate cybersecurity and data protection controls and as the third parties we exchange confidential information with expands, we are increasingly likely to be exposed to risks from breaches in security, including those arising from human error, negligence or mismanagement or from illegal or fraudulent acts, such as cyberattacks.

We, and some third parties upon which we rely, regularly experience malicious attacks and other attempts to gain unauthorized access to our systems, and attacks against us by state-sponsored organizations and nation-states may increase during periods of intense diplomatic or armed conflicts. Further, security breaches may go undetected and persist in our environments for extended periods. Although we have not experienced a material security breach to date, the evolving and escalating nature of cybersecurity threats, in light of new and sophisticated methods used by criminals and cyberterrorists, state-sponsored organizations and nation-states, including computer viruses, malware, ransomware, phishing, misrepresentation, social engineering and forgery, make it increasingly challenging to anticipate, detect and defend against these threats. We and our third-party partners have implemented various security controls to meet compliance and privacy requirements while defending against these evolving security threats. However, breaches in security could expose us, our supply chain, our customers or other individuals to significant disruptions and a risk of public disclosure, loss or misuse of confidential data.

Security breaches could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information (including those under the California Privacy Rights Act), significant remediation costs as well as the loss of partners and existing or potential customers and, ultimately, damage to our brand and reputation and adversely impact our business. While we maintain insurance coverages that are intended to address certain aspects of data security, such insurance may be insufficient to cover all losses or all types of claims that may arise and may not continue to be available to us on economically reasonable terms or at all. Moreover, media or other reports of perceived vulnerabilities in our network security or perceived lack of security within our environment, even if inaccurate, could materially adversely impact our reputation and business. The cost and operational consequences of implementing further data protection measures could also be material. Such breaches, costs and consequences could adversely affect our business, results of operations or cash flows.

Issues relating to the use or capabilities of artificial intelligence, including social and ethical issues, in our eCommerce platform or offerings may result in reputational harm and liability and increased costs.

Social and ethical issues relating to the use of new and evolving technologies such as AI in our eCommerce platform, which we use to sell firearms and ammunition, may result in reputational harm and liability. We currently utilize AI to enhance pricing and inventory management, product listings, marketing campaigns and customer service. We do not manufacture products but we sell firearms, ammunitions and related accessories manufactured by third parties some or all of which may, in the future, incorporate AI technologies to, among other things, assist with target identification, tracking and decision-making, and, as with many innovations, AI presents risks and challenges that could affect the operation, efficacy and safety of firearms products, their adoption, and therefore our business.

We also depend on other third parties, such as vendors, distributors and dealers as part of the life cycle from purchase to delivery of our product offerings; these third parties too may currently or in the future incorporate AI technologies into aspects of their respective businesses. If we or the third-party manufacturers or other businesses with whom we partner use, enable or offer products or services that draw controversy due to the perceived or actual impact of the use of AI as part of or in connection with such products, offerings or businesses or on society generally, we may experience brand or reputational harm, competitive harm or legal liability. Increased focus and potential government regulation in the space of AI ethics may also increase the burden and cost of research and product development in this area, subjecting us to brand or reputational harm, competitive harm or legal liability. Failure to address AI ethics issues by us or others in our industry could undermine public confidence in AI and slow adoption of AI in our products.

Additionally, the development, adoption and use for AI is still in its early stages, and ineffective or inadequate AI development or deployment practices by us or our manufacturer and vendor partners could result in unintended consequences. AI technologies are complex and rapidly evolving, and we face significant competition in the market and from other companies regarding such technologies.

Real or perceived errors, failures or bugs in GrabAGun’s website could materially and adversely affect its operating results and growth prospects.

The software underlying our website is highly technical and complex. Our software has previously contained, and may now or in the future contain, undetected errors, bugs or vulnerabilities. In addition, errors, failures and bugs may be contained in open source software utilized in building and operating our products or may result from errors in the deployment or configuration of open source software. Some errors in our software may only be discovered after the software has been deployed or may never be generally known. Any errors, bugs or vulnerabilities discovered in our software after it has been deployed, or never generally discovered, could result in interruptions in website availability, product malfunctioning or data breaches, and thereby result in damage to our reputation, adverse effects upon consumers, loss of consumers and relationships with third parties, including social media networks, loss of revenue or liability for damages. In some instances, we may not be able to identify the cause or causes of these problems or risks within an acceptable period of time.

GrabAGun’s business depends on continued and unimpeded access to its website on the internet, which in turn relies on third-party telecommunications and internet service providers (“ISPs”). If GrabAGun or those who engage with its content experience disruptions in such internet service for any reason, such as the failure of ISPs to provide reliable services, or if ISPs are able to block, degrade or charge for access to GrabAGun’s website, it could incur additional expenses and the loss of traffic.

Products sold through our website depend on the ability of consumers to access our website via the internet. Currently, GrabAGun relies on services from third-party telecommunications providers in order to provide services to its customers. In addition, GrabAGun depends on its ISPs to provide uninterrupted and error-free service through their networks. GrabAGun exercises little control over these third-party providers, which increases its vulnerability to problems with the services they provide. Further, telecommunications and ISPs have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies and government-owned service providers.

Moreover, when internet problems occur, it may be difficult to identify the source of the problem and confirm whether it is due to the acts and omissions of our service providers or another cause. Service disruption or outages, whether caused by GrabAGun’s service, the products or services of GrabAGun’s third-party service providers, or customers’ equipment and systems, may result in loss of market acceptance of its website and any necessary repairs or other remedial actions may force it to incur significant costs and expenses.

Additionally, laws or regulations that adversely affect the growth, popularity or use of the internet, including changes to laws or regulations impacting internet neutrality, could decrease the demand for our products or offerings, increase our operating costs, require us to alter the manner in which we conduct our business and/or otherwise adversely affect our business. We could experience discriminatory or anti-competitive practices that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business. For example, paid prioritization could enable ISPs to impose higher fees and otherwise adversely impact our business. Internationally, government regulation concerning the internet, and in particular, network neutrality, may be developing or may not exist at all. Within such an environment, without network neutrality regulations, we could experience discriminatory or anti-competitive practices that could impede both our growth, increase our costs or adversely affect our business.

Changes in tax rates, changes in tax treatment of companies engaged in e-commerce, or the adoption of new tax legislation may adversely impact GrabAGun’s financial results.

Due to shifting economic and political conditions in both the United States or elsewhere, tax policies, laws, or rates may be subject to significant changes in ways that impair GrabAGun’s financial results. Various jurisdictions have enacted or are considering digital services taxes, which could lead to inconsistent and potentially overlapping tax regimes. In the United States, the rules dealing with federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the United States Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely impact us. In recent years, many such changes have been made and changes are likely to continue to occur in the future. It cannot be predicted whether, when, in what form, or with what effective dates, new tax laws may be enacted, or regulations and rulings may be promulgated or issued under existing or new tax laws, which could result in an increase in our tax liability or require changes in the manner in which we operates in order to minimize or mitigate any adverse effects of changes in tax law or in the interpretation thereof.

If we lose any of our executive officers or key personnel, are unable to attract and retain the talent required for our business, our labor costs significantly increase or our approach to workforce management is ineffective, our business could be disrupted, and our financial performance could suffer.

Our success is heavily dependent on our ability to attract, develop, engage and retain key personnel to manage and grow our business, including our key executive, management, sales and technical employees. Our future success will depend to a significant extent on the efforts of Marc Nemati, our Chief Executive Officer, as well as the continued service and support of our other executive officers, Matthew Vittitow, Chief Operating Officer, and Justin C. Hilty, Chief Financial Officer. Each of them has substantial knowledge regarding our online firearms and ammunition technology and business contacts that would be difficult to replace. The loss of the services of such individuals if they were to become unavailable to us could have a material adverse effect on our business and prospects.

Our future success also will depend on our ability to retain and motivate our sales team employees, who have been given critical company knowledge regarding, and the opportunity to develop strong relationships with, many of our customers. In addition, as we seek to expand our offerings of firearms, ammunition and related accessories, our success will even more heavily depend on attracting and retaining highly skilled technical employees, for whom the market is extremely competitive.

In order to attract, retain and motivate key personnel in a competitive marketplace, it is important to provide a competitive compensation package. If our compensation package is not viewed as being competitive, our ability to attract, retain and motivate key personnel could be adversely affected. Additionally, as minimum wage rates increase or related laws and regulations change, we have and may need to continue to increase not only the wage rates of our minimum wage employees, but also the wages paid to our other hourly or salaried employees.

A sustained labor shortage or increased turnover rates within our employee base could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, and could adversely affect our business, results of operations or cash flows. Additionally, if we fail to effectively manage our workforce, we may need to terminate or reposition employees within our company to eliminate an abundance of or to reconfigure resources, which could damage our employee relations and our ability to attract and retain key personnel.

If we are unable to attract, develop, engage and retain key personnel, or if our approach to workforce management is ineffective, our relationships with our vendor partners and customers and our ability to expand our offerings of firearms, ammunition and related accessories could be adversely affected. Moreover, if we are unable to continue to train our sales, product and technical personnel effectively to meet the rapidly changing needs of our customers, the overall quality and efficiency of such personnel could decrease. Such consequences could adversely affect our business, results of operations or cash flows.

Negative publicity or media coverage about GrabAGun or persons or businesses associated with GrabAGun could adversely affect GrabAGun’s reputation and its business, results of operations and future growth prospects.

We may receive a high degree of media coverage in connection with the proposed Business Combination and after the Closing. Negative publicity or other changes in public perceptions about our company, including our firearms product offerings, mission and ideologies, sales practices, personnel or customer service, or regarding others who publicly support (or, conversely, object to) our business, could adversely affect the growth of our business, our reputation or demand for our products, and diminish confidence in and the use of firearms products sold through our website. Such negative publicity could also adversely affect our business and financial results. In addition, any negative publicity could adversely affect the willingness of our manufacturer and vendor partners, distributors, service providers and others to do business with us. Because of our industry and the growing use of social and digital media by consumers and third parties generally to disseminate and share information increases the speed and extent to which information, misinformation and opinions can be shared, negative publicity or other information affecting public perception of GrabAGun, its brands or products on social or digital or other media could adversely affect, potentially swiftly and materially, our business, financial condition and results of operations.

GrabAGun’s success depends in part on our ability to reach potential customers through channels other than traditional advertising methods, which we may do with the aid of certain highly influential individuals. We may also involve other persons in our outreach efforts, such as brand ambassadors, influencers, content creators and others, and we also expect to benefit, going forward, from strong earned media. Any adverse publicity relating to consultants, brand ambassadors, influencers, content-creators or other persons with whom we may partner for user outreach purposes, or the loss of their services, could adversely affect GrabAGun’s success.

We operate in a highly regulated industry and firearms retailers experience certain restrictions related to advertising and marketing that require us to reach prospective customers through other channels. To enhance our ability to reach potential customers and build valuable earned media, we employ a variety of outreach strategies, which includes partnering with influential individuals, including our consultant Donald J. Trump Jr. Going forward, we expect to expand our efforts to attract and retain new customers, including with the aid of consultants, brand ambassadors, social media influencers and others. Our success depends in part on the efficacy of the outreach strategies we employ or may pursue in the future and the extent to which these efforts result in overall improvements in earned media and increased awareness of our business. The reputation and popularity of our consultants, ambassadors, influencers or other persons that create or post shareable content about GrabAGun may impact significantly the extent to which we are able to build strong earned media and attract new users to our business. Our outreach strategies may be negatively impacted by a number of factors, including the reputation and popularity of our consultants, ambassadors or influencers and the content about GrabAGun that we or they create and post. Adverse publicity relating to a consultant, ambassador, influencer or content creator could adversely impact our revenues and results of operations as well as our ability to maintain positive earned media and attract and retain customers. Additionally, a decline in the number of influential individuals, ambassadors, influencers and content creators involved with GrabAGun, or in their popularity, could adversely impact our success. Our business may be harmed, in particular, if Donald J. Trump Jr. ceases to be involved with GrabAGun or to support our business and publicize our product offerings. We believe that maintaining and enhancing valuable earned media is important to GrabAGun’s business, financial condition and results of operations, particularly given our eCommerce focus. If we fail to maintain and enhance positive earned media and effective outreach programs, or if excessive expenses are incurred in an effort to do so, our business, financial condition and results of operations could be materially and adversely affected.

A natural disaster or other adverse occurrence at our warehouse and fulfillment facility or a third-party provider location could damage our business.

If the 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. In addition, we operate facilities which may contain both business-critical data

and confidential information of our customers and third parties, such as data center colocation, managed services sites and hosted solution partners, and third parties provide services as a component of our delivery of products to customers. A natural disaster or other adverse occurrence at any of our major data storage locations, managed services sites or third-party provider locations could negatively impact our business, results of operations or cash flows.

Increases in the cost of commercial delivery services or disruptions of those services could materially adversely impact our business.

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.

GrabAGun’s ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks, proprietary products, trade secrets and other intellectual property, including our name and logos.

We rely on U.S. trademark, copyright and trade secret laws, as well as license agreements, nondisclosure agreements, and confidentiality and other contractual provisions to protect our intellectual property. The success of our business depends on our continued ability to use our existing trademarks, trade names, and service marks to increase brand awareness and further develop our brand as we expand into new markets. We have registered and applied to register trademarks and service marks in the United States. We may not be able to adequately protect our trademarks and service marks, and our competitors and others may successfully challenge the validity or enforceability of our trademarks and service marks and other intellectual property. There can also be no assurance that pending or future U.S. trademark applications will be approved in a timely manner or at all, or that such registrations will effectively protect our brand names and trademarks.

GrabAGun’s issuance of additional capital stock in connection with financings, acquisitions, investments, the Incentive Plan, or otherwise, will dilute all other shareholders.

We expect to issue additional capital stock in the future that will result in dilution to all other shareholders. We expect to grant equity-based awards to our executive officers, employees, directors and consultants under the Incentive Plan. We may also raise capital through equity financing in the future. As part of our business strategy, we may acquire businesses or technologies and issue equity securities to pay for any such acquisition. Any such issuances of additional capital stock may cause shareholders to experience significant dilution in their percentage of our company ownership and cause the per share value of our common stock to decline.

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.

Since our inception, we have internally financed our operations and capital expenditures. In the future, we could be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. In addition, inflation rates in the United States have been higher than in previous years, which may result in higher costs of capital and constrained credit and liquidity. The Federal Reserve has raised, and may again raise, interest rates in response to concerns over inflation risk. Increases in interest rates could impact our ability to access the capital markets. We may sell equity securities or debt securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, our current investors may be materially diluted. Any debt financing, if available, may involve restrictive covenants and could reduce our operational flexibility or achieve profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures and consumer demand.

We may need to raise additional funds, and we may not be able to obtain additional debt or equity financing on favorable terms, if at all. For example, the amount of proceeds realized in connection with the consummation of the Business Combination is dependent on a number of factors, including the level of redemptions and any funds the combined company raises through any private placement investment or through any other financing. We may need to raise additional financing following the completion of the Business Combination, and such additional financing may be required more quickly than we anticipate and may not be available to us upon favorable terms, if at all.

Further, if we engage in debt financing, the holders of debt would have priority over the holders of our common stock, and we may be required to accept terms that restrict our ability to incur additional indebtedness. We may also be required to take other actions that would otherwise be in the interests of the debt holders and force us to maintain specified liquidity or other ratios, any of which could harm our business, results of operations and financial condition. If we need additional capital and cannot raise it on acceptable terms, we may not be able to, among other things:

•        enhance our product offerings;

•        expand our sales and marketing efforts;

•        acquire businesses and technologies;

•        hire, train and retain employees; or

•        respond to competitive pressures or unanticipated working capital requirements.

Our failure to have sufficient capital to do any of these things could harm our business, financial condition and results of operations.

There can be no assurance that following completion of the Business Combination we will not need to raise additional financing, and such additional financing may be required more quickly than we anticipate and any required additional financing may not be available to us on acceptable terms, or at all.

To the extent GrabAGun incurs indebtedness in the future, such indebtedness could adversely affect its financial condition, its ability to raise additional capital to fund its operations, its ability to operate its business, its ability to react to changes in the economy or its industry and its ability to pay its debts and could divert its cash flow from operations for debt payments.

In the future, we may have a material amount of indebtedness and leverage. Our level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay the principal of, interest on, or other amounts due with respect to our indebtedness. Our leverage and debt service obligations could adversely impact our business, including by:

•        impairing our ability to generate cash sufficient to pay interest or principal, including periodic principal payments;

•        increasing our vulnerability to general adverse economic and industry conditions;

•        requiring the dedication of a portion of our cash flow from operations to service our debt, thereby reducing the amount of our cash flow available for other purposes, including capital expenditures, dividends to shareholders or to pursue future business opportunities;

•        requiring us to sell debt or equity securities or to sell some of our core assets, possibly on unfavorable terms, to meet payment obligations;

•        limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we compete; and

•        placing us at a possible competitive disadvantage with less leveraged competitors and competitors that may have better access to capital resources.

Any of the foregoing factors could have negative consequences on our financial condition and results of operations.

Seasonality and weather conditions may cause our operating results to vary from quarter to quarter.

Because many of our products are used for seasonal outdoor sporting activities, our operating results may be significantly impacted by unseasonable weather conditions. Accordingly, our operating results could suffer when weather patterns do not conform to seasonal norms.

Shipments of ammunition for hunting are highest during the months of June through September to meet consumer demand for the fall hunting season and holidays. The seasonality of our sales may change in the future. Seasonal variations in our operating results may reduce our cash on hand, increase our inventory levels and extend our accounts receivable collection periods. This in turn may cause us to increase our debt levels and interest expense to fund our working capital requirements.

Our future operating results may fluctuate significantly, which may result in volatility in the market price of our stock following this transaction and could impact on our ability to operate our business effectively.

We may experience significant variations in our future quarterly results of operations following this transaction. These fluctuations may cause the market price of our common stock to be volatile and may result from many factors, including the state of the firearms and ammunition industry in general, shifts in demand and pricing for firearms and ammunition, the introduction of new products or upgrades. Further, if our customers are adversely affected by national or regional economic conditions such as cost inflation or rising interest rates, they may delay or reduce purchases from us, which could adversely affect our results of operations.

Our operating results are also highly dependent on gross profit. Our gross profit fluctuates due to numerous factors, some of which may be outside of our control, including general macroeconomic conditions including inflation; pricing pressures; changes in product costs from our vendor partners and wholesale distributors; the availability of price protection, purchase discounts and incentive programs from our vendor partners and wholesale distributors; changes in product, order size and customer mix; the risk of some items in our inventory becoming obsolete; increases in product and delivery costs that we cannot pass on to customers; and general market and competitive conditions.

In addition, our cost structure is based, in part, on anticipated sales and gross margins. Therefore, we may not be able to adjust our cost structure quickly enough to compensate for any unexpected sales or gross margin shortfall, and any such inability could have an adverse effect on our business, results of operations or cash flows.

Members of GrabAGun’s management team have limited or no prior experience of managing a public company.

The members of our senior management team have no experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company, which will subject us to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts, investors and regulators. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could harm our business, results of operations and financial condition.

Macroeconomic and Industry Risks

National and regional economic, social and political conditions may have an adverse impact on our business.

Sales of firearms and ammunition are influenced by a variety of economic, social and political factors, which may result in volatile sales. Political events and controversies, trade and other international disputes, war, terrorism, natural disasters, public health issues, industrial accidents and other business interruptions can harm or disrupt national and regional commerce and the economy and could have a material adverse effect on our company and customers, suppliers, manufacturers, distributors and other channel partners. Concerns about presidential, congressional, and state elections and legislature and policy shifts resulting from those elections can adversely affect the demand for our products. In addition, uncertainty surrounding the control of firearms, firearm products, and ammunition at the federal, state, and local level and heightened fears of terrorism and crime can adversely affect consumer demand for our products. Often, such concerns result in an increase in near-term consumer demand and subsequent softening of demand when such concerns subside.

Weak or unstable economic conditions generally, inflation and actions taken to counter inflation, sustained uncertainty about global political conditions, periods of intense diplomatic or armed conflict, government spending cuts and the impact of new government policies (including the introduction of new or increased taxes, the imposition of minimum taxes or new or increased limitations on deductions, credits or other tax benefits), or a tightening of credit markets, including as a result of rising interest rates or bank failures, could cause our customers and prospective customers to postpone or reduce spending on firearms and ammunition or put downward pressure on prices, which could have an adverse effect on our business, results of operations or cash flows.

The interruption of the flow of firearms and ammunition from suppliers could disrupt our supply chain.

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.

Supply chain disruptions could cause us to experience volatility in our level of inventory and delays in the completion of orders for our customers and could further exacerbate inflationary pressures. In the event that supply chain pressures ease, we may experience changes in average selling prices and our gross margins on certain products as customers become more price sensitive.

Our supply chain is also exposed to risks related to international operations. While we source our products in the United States, our vendor partners may manufacture or purchase a portion of the products we sell outside of the United States. Political, social or economic instability in regions in which our vendor partners purchase or manufacture the products we sell, could cause disruptions in trade, including exports to the United States. Other events related to international operations that could cause disruptions to our supply chain include:

•        the imposition of additional trade law provisions or regulations, including the adoption or expansion of trade restrictions;

•        the imposition of additional duties, tariffs and other charges on imports and exports, including any resulting retaliatory tariffs or charges and any reductions in the production of products subject to such tariffs and charges; and

•        restrictions on the transfer of funds.

We cannot predict whether the countries in which the products we sell, or any components of those products, are purchased or manufactured will be subject to new or additional trade restrictions or sanctions imposed by the United States or foreign governments, including the likelihood, type or effect of any such restrictions. Periods of intense diplomatic or armed conflict may result in new and rapidly evolving trade restrictions and sanctions. Trade restrictions, including new or increased tariffs or quotas, embargoes, sanctions, safeguards and customs restrictions against the products we sell, could increase the cost or reduce the supply of product available to us and adversely affect our business, results of operations or cash flows.

Legal and Regulatory Risks

The sale and purchase of firearms and ammunition are subject to extensive federal, state, local and foreign governmental laws, violations of which could result in the revocation of our licenses.

We are subject to the rules and regulations of the ATF and various state and international agencies that control the manufacture, export, import, distribution and sale of firearms, explosives and ammunition. Such regulations may adversely affect demand for our products by imposing limitations that increase the costs or limit the availability of our products.

Among the various laws and regulations governing the sale and purchase of firearms in the United States are restrictions on the sale of firearms to certain individuals, including federal law prohibiting the sale of firearms to convicted felons, individuals adjudicated as mentally ill, and those subject to restraining orders for domestic violence, among others, pursuant to 18 U.S.C. § 922(g). Additionally, the Gun Control Act of 1968 sets minimum age requirements, generally prohibiting federally licensed dealers from selling handguns to individuals under 21 and long guns to individuals under 18. These restrictions are enforced by the ATF, and may be further supplemented by additional requirements or restrictions imposed by state and local laws.

State and local laws and regulations may place additional restrictions or prohibitions on firearm ownership and transfer. These laws and regulations vary significantly from jurisdiction to jurisdiction. Some states or other governmental entities have enacted, and others are considering laws restricting or prohibiting the ownership, use, sale or importation of certain categories of firearms, ammunition, ammunition feeding devices, or all of these products. For example, certain states have adopted restrictions on the sale of modern sporting rifles, and other states are considering adopting similar laws. Several states require internal or external locking mechanisms for firearms sold in their jurisdictions. Some states mandate, or are considering mandating, certain design features based on perceived safety or other grounds. California maintains a roster of handguns that are certified for sale in the state. Compliance with these various state and local laws and regulations can be burdensome, time-consuming and potentially increase our operation costs.

Failure to comply with these or other applicable federal, state, or local firearms laws and regulations could result in significant civil or criminal penalties, including fines, license revocation, and potentially the suspension or termination of our ability to sell firearms. In addition, non-compliance could damage our reputation, result in costly litigation, and adversely affect our relationships with customers, vendors, and regulatory authorities.

Federal and state legislatures also frequently consider laws relating to the regulation of firearms and ammunition, including the amendment or repeal of existing laws. Existing laws may also be affected by future judicial rulings and interpretations. Changes to existing laws or the enactment of new laws may seek to restrict the makeup of firearms and ammunition, including limiting magazine capacity; mandating the use of certain technologies in a firearm; removing existing legal defenses in lawsuits; setting and/or increasing existing minimum age limits to purchase certain firearms and ammunition; or banning the sale and, in some cases, the ownership of various types of firearms and accessories. For example, certain states and the District of Columbia restrict magazine capacity. Further, a number of states have adopted some form of so called “gun industry accountability” laws that attempt to facilitate the filing of civil lawsuits by the respective state government or private individuals against certain industry participants. Other states are considering adopting similar laws. Interest in gun control legislation among federal and state legislatures tends to intensify following significant events, such as mass shootings. If restrictive laws or restrictive changes to existing laws are adopted, we could find it difficult, expensive, or even impossible to comply with such laws, which could impede our ability to distribute existing products. In addition, gun-control activists may succeed in imposing restrictions or an outright ban on private firearm ownership or particular firearm models, such as modern sporting rifles. Such restrictions or bans could have a material adverse effect on our business, operating results, and financial condition.

Failures in our FFL validation or shipment processes could lead to regulatory violations, customer dissatisfaction, and material harm to our business.

A critical aspect of our operations involves shipping firearms to our network of third-party FFL holders, who are responsible for completing the final transfer of firearms to our customers in accordance with applicable law. Regulatory compliance requires that shipments be made only to valid, active FFL holders at their licensed locations. We maintain a series of validation steps, including verification of FFL status through the ATF’s online “FFLEZCheck” system and ongoing order-level validations through our proprietary eGunbook regulatory compliance software. Nevertheless, despite these safeguards, errors may occur in the validation or fulfillment process. For example, a shipment could be sent to an FFL holder whose license has become inactive, or to an incorrect address if discrepancies in order data or shipping label generation are not detected.

If firearms are shipped to inactive FFLs, incorrect addresses, or otherwise in violation of applicable law, we could be subject to regulatory enforcement actions, fines, or other penalties. In addition, errors that delay or disrupt customer pickups could lead to reputational damage, loss of customer trust, increased operational costs to remediate errors, and ultimately a negative impact on our revenue and financial results. Although our systems are designed to detect and remediate discrepancies prior to shipment, errors may nonetheless occur despite these safeguards, and we rely on various manual processes, including customer service representative intervention and outbound shipment verification, to resolve discrepancies. Any material increase in validation or fulfillment errors could adversely affect our business, financial condition, and results of operations.

We are exposed to risks from legal proceedings, including intellectual property infringement claims, and audits, including ATF compliance inspections, which may result in substantial costs and expenses or interruption of our normal business operations.

Although we are not currently a party to any legal proceedings, in the ordinary course of our business we may become subject to commercial, regulatory, employment, tort and other litigation.

We may become subject to intellectual property infringement claims against us in the ordinary course of our business because of the software, systems and processes we use to sell our products, in the form of cease-and-desist letters, licensing inquiries, lawsuits and other communications and demands.

We also are subject to audits by various partners and customers relating to purchases and sales under various contracts. In addition, we are subject to indemnification claims under various contracts. Similarly, we are subject to audits by the ATF in the form of a compliance inspection, which can be done without a warrant, once a year. The possible consequences for noncompliance range from a warning letter to license revocation.

Current and future litigation, infringement claims, governmental proceedings and investigations, audits or indemnification claims that we face may result in substantial costs and expenses and significantly divert the attention of our management regardless of the outcome. In addition, these matters could lead to increased costs or interruptions of our normal business operations. Litigation, infringement claims, governmental proceedings and investigations, audits or indemnification claims involve uncertainties and the eventual outcome of any such matter could adversely affect our business, results of operations or cash flows.

Failure to comply with complex and evolving laws and regulations applicable to our operations or failure to meet stakeholder expectations on environmental sustainability and corporate responsibility matters could adversely affect our business, results of operations or cash flows.

Our operations span a variety of legal regimes, subjecting us to numerous complex, diverse, evolving and at times potentially inconsistent laws and regulations in a number of areas, including labor and employment, advertising, eCommerce, tax, trade, import and export controls, economic and trade sanctions, anti-corruption, data privacy and security requirements, competition, climate, environmental and health and safety. The evaluation of and compliance with these laws, regulations and similar requirements may be onerous and expensive, and may have other adverse impacts on our business, results of operations or cash flows, the risk of which will be heightened as we expand the products we offer and expand into new markets and channels. For example, we may be subject to increased costs and use of operational resources associated with complying with any new climate-related laws and regulations.

We have implemented policies and procedures designed to help ensure compliance with applicable laws and regulations, but there can be no guarantee against employees, contractors or agents violating such laws and regulations or our policies and procedures. Additionally, there is increased focus by stakeholders on environmental sustainability and corporate responsibility matters, and stakeholders may disagree with our commitments and initiatives on such matters. Our disclosure on these matters and our failure, or perceived failure, to meet our commitments (including with respect to climate change) or otherwise effectively address these matters may erode customer trust or confidence, particularly if they receive considerable publicity or result in litigation and could have a negative impact on our business.

Following this transaction, we will also become subject to increasingly complex public disclosure, corporate governance and accounting requirements that increase compliance costs and require significant management focus.

The requirements of being a public company may strain GrabAGun’s resources, divert management’s attention and affect its ability to attract and retain qualified independent board members.

As a public company, we will be subject to the reporting and corporate governance requirements of the Exchange Act, the listing requirements of the NYSE and other applicable securities rules and regulations, including the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company” as defined in the JOBS Act. Among

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below will have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

The following unaudited pro forma condensed combined financial information and accompanying notes present the combination of the historical financial information of Colombier and GrabAGun, 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 December 31, 2024, assumes that the Business Combination occurred on December 31, 2024. The unaudited pro forma condensed combined statement of operations for 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 Pubco’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 Pubco. 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 the audited financial statements of Colombier as of and for the year ended December 31, 2024 included elsewhere in this proxy statement/prospectus. The historical financial information of GrabAGun was derived from the audited financial statements of GrabAGun as of and for the year ended December 31, 2024 which are included elsewhere in this proxy statement/prospectus. This information should be read together with Colombier’s and GrabAGun’s audited financial statements and related notes, the sections entitled “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 included elsewhere in this proxy statement/prospectus.

Description of the Business Combination

On January 6, 2025, Colombier and GrabAGun entered into the Merger Agreement with Pubco and Company Merger Sub, to which Purchaser Merger Sub also became a party upon subsequent execution of a joinder agreement. Pursuant to the terms of the Merger Agreement, a business combination will be effected between Colombier, GrabAGun and Pubco, among other parties, including the occurrence of the following:

•        At the Colombier Merger Effective Time, Purchaser Merger Sub will merge with and into Colombier, with Colombier continuing as the surviving entity, as a result of which each issued and outstanding security of Colombier immediately prior to the Colombier Merger Effective Time will automatically be cancelled in exchange for the right to receive, at the Closing, substantially equivalent securities of Pubco.

•        At the GrabAGun Merger Effective Time, Company Merger Sub will merge with and into GrabAGun, with GrabAGun continuing as the surviving entity, and as a result of which each issued and outstanding security of GrabAGun immediately prior to the GrabAGun Merger Effective Time will automatically be cancelled in exchange for the right of GrabAGun Members to receive, at the Closing, newly-issued shares of Pubco Common Stock.

•        As a result of the Mergers and other transactions contemplated by the Merger Agreement, Colombier and GrabAGun will become wholly owned subsidiaries of Pubco, in each case subject to the terms and conditions set forth in the Merger Agreement.

•        In connection with the Business Combination, the parties will submit an application for Pubco shares and warrants to become listed on the NYSE.

Merger Consideration

Pursuant to the terms of the Merger Agreement, the consideration to be delivered to the GrabAGun Members will consist of (i) a number of newly issued shares of Pubco Common Stock equal to One Hundred Million U.S. Dollars ($100,000,000) divided by Ten U.S. Dollars ($10.00) plus (ii) an amount of cash equal to Fifty Million U.S. Dollars ($50,000,000). Each GrabAGun Member will be entitled to receive his pro rata portion of the Aggregate Stock Consideration and the Aggregate Cash Consideration. Concurrent with the Closing, separate and apart from the Aggregate Stock Consideration and Aggregate Cash Consideration, 300,000 shares of Pubco Common Stock will be issued to the GrabAGun Consultant under the terms of the Consulting Agreement.

The following table summarizes the pro forma number of shares of Pubco Common Stock expected to be outstanding immediately following the consummation of the Business Combination under two separate scenarios, each as further described below, assuming no pre-Closing transfers, distributions or forfeitures of securities held by the Sponsor, and excluding the potential dilutive effect of Pubco warrants to be issued at Closing to former holders of Colombier Public Warrants and Colombier Private Warrants (and the shares of Pubco Common Stock issuable upon exercise of such warrants).

The foregoing table does not reflect the impact of any other equity issuances on the beneficial ownership levels of Pubco, such as:

•        grants of equity under the Incentive Plan or any other Pubco equity incentive plans of that may be made in the future; or

•        any private investment in public equity or any other dilutive financing sources, as none of Colombier, GrabAGun or Pubco has commitments for any such financing transaction commitments as this time, in connection with the proposed Business Combination or otherwise and does not currently anticipate having any such transactions or commitments prior to the Closing.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Share Calculations and Ownership Percentages” and, with respect to the determination of the assumptions incorporated into the “Contractual Maximum Redemptions” scenario, as further described below. Additionally, the relative percentages above assume the Business Combination was consummated on December 31, 2024. Should one or more of the assumptions prove incorrect, actual ownership percentages may vary, perhaps materially, from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Colombier will be treated as the “acquired” company and GrabAGun will be treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of GrabAGun issuing stock for the net assets of Colombier, accompanied by a recapitalization. The net assets of Colombier will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of GrabAGun.

GrabAGun has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances with regard to Pubco immediately after the Closing, applicable to both the “no redemptions” and “contractual maximum” redemption scenarios:

•        Effective upon the Closing, the Pubco Board will consist of nine (9) directors, a majority of whom will be designees of GrabAGun.

•        The executive officers of GrabAGun will become the initial executive officers of Pubco.

•        The assets of GrabAGun will represent a significant majority of the assets of Pubco (excluding cash formerly held in the Trust Account); and

•        Immediately after the Closing, Pubco’s business will be the continued business of GrabAGun, focusing on its core operations as a retailer specializing in firearms, ammunition, and related accessories.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption for cash of Public Shares:

•        Assuming No Redemptions:    This presentation assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares at or prior to the consummation of the Business Combination. As the Sponsor waived its redemption rights with regard to Sponsor Shares, only redemptions by Public Shareholders are considered for purposes of this presentation.

•        Assuming Contractual Maximum Redemptions:    In addition to the assumptions described in the “No Redemptions” scenario, this presentation assumes there are no redemptions of Public Shares prior to the Business Combination’s consummation and that 8,951,173 Public Shares are redeemed upon consummation of the Business Combination for aggregate Redemption Payments of $93.5 million, assuming a redemption price of $10.45 per share (based on $177.6 million contained in the Trust Account as of December 31, 2024), which represents the maximum number of Public Shares that could be redeemed in connection with the Closing while still enabling the parties to satisfy the condition contained in the Merger Agreement, which is waivable by Colombier and GrabAGun, that, at the Closing, after (i) giving effect to the completion and payment of Redemptions and payment of Colombier Transaction Expenses and (ii) payment of the Aggregate Cash Consideration to GrabAGun Members required under the terms of the Merger Agreement, gross cash or cash equivalents delivered to Pubco at the Closing will equal or exceed $30 million. The “contractual maximum redemption scenario” represents the maximum number of Public Shares that may be redeemed while satisfying the Minimum Cash Condition, taking into account the assumptions described above. In the event that aggregate cash and cash equivalents delivered to Pubco at Closing is insufficient to meet the Minimum Cash Condition, a condition to the Closing would not be met and the Business Combination may not be consummated.

The following unaudited pro forma condensed combined balance sheet as of December 31, 2024, and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 are based on the audited historical financial statements of Colombier and GrabAGun. These unaudited pro forma condensed combined financial statements are for informational purposes only. They do not purport to indicate the results that would have been obtained had the Business Combination and related transactions actually been completed on the assumed date or for the period presented, or which may be realized in the future. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information and include immaterial rounding differences.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2024
(in thousands, except share and per share data)