As filed with the Securities and Exchange Commission on July 15, 2025

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

GRABAGUN DIGITAL HOLDINGS INC.

(Exact Name of Registrant as specified in its charter)

 

Texas   33-4289144

(State or other Jurisdiction
of Incorporation)

 

(I.R.S. Employer
Identification No.)

 

200 East Beltline Road, Suite 403
Coppell, TX 75019

  75019

(Address of principal executive office)

 

(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered

 

Name of each exchange on which
each class is to be registered

Common Stock, par value $0.0001 per share   New York Stock Exchange
Warrants, each whole warrant exercisable to purchase one share of Common Stock at an exercise price of $11.50 per share   New York Stock Exchange

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.

 

Securities Act registration statement file number to which this form relates (if applicable): 333-286021

 

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are common stock, par value $0.0001 per share, and warrants to purchase common stock, of GrabAGun Digital Holdings Inc. (the “Registrant”). The description of the common stock and warrants set forth under the heading “Description of Securities of Pubco” in the Registrant’s prospectus forming part of its Registration Statement on Form S-4 (File No. 333-286021), originally filed with the Securities and Exchange Commission on March 21, 2025, as thereafter amended and supplemented from time to time (the “Registration Statement”) to which this Form 8-A relates, is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

 

Item 2. Exhibits.

 

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on the New York Stock Exchange and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  GRABAGUN DIGITAL HOLDINGS INC.
   
  By:

/s/ Marc Nemati

    Name:  Marc Nemati
    Title: President and Chief Executive Officer
       
Date: July 15, 2025      

 

 

2