Colombier Acquisition Corp. II Reports $5.76M Net Income, Enters Agreement for GrabAGun Merger

Colombier Acquisition Corp. II, a special purpose acquisition company (SPAC), reported a net income of $5.76 million for the fiscal year ending December 31, 2024, a significant increase from the $414,496 recorded in the previous period. This growth was primarily driven by interest income of $8.78 million earned on marketable securities held in the Trust Account, which was partially offset by operating expenses totaling $3.02 million. The company has not generated any operating revenues to date, as it is still in the process of identifying a target for its initial business combination.

The company completed its Initial Public Offering (IPO) on November 24, 2023, raising gross proceeds of $170 million from the sale of 17 million units, which included a partial exercise of the underwriters' over-allotment option. Additionally, it raised $5 million through the private placement of 5 million warrants to its sponsor. As of December 31, 2024, the Trust Account held approximately $177.63 million, which will be used to fund the business combination. The company has until February 24, 2026, to complete this transaction, or it will face mandatory liquidation.

In terms of operational developments, Colombier Acquisition Corp. II has entered into a definitive agreement for a business combination with GrabAGun, a Texas-based company, as of January 6, 2025. This agreement outlines a merger structure where both companies will become wholly-owned subsidiaries of a newly formed entity, GrabAGun Digital Holdings Inc. The total consideration for the transaction is set at $150 million, comprising $100 million in stock and $50 million in cash. The completion of this merger is contingent upon various conditions, including shareholder approval.

As of the end of 2024, the company had a total of 17 million Class A Ordinary Shares and 4.25 million Class B Ordinary Shares outstanding. The Class B shares, held by the sponsor, provide voting rights on director appointments prior to the business combination. The company has also incurred significant expenses related to its operations, including $130,000 for administrative services and $780,000 for executive officer services, which are paid to an affiliate of the sponsor.

Looking ahead, the company faces challenges in securing additional financing and completing its business combination within the specified timeframe. The management has expressed concerns regarding its ability to continue as a going concern if the business combination is not completed by the deadline. The company is actively working to finalize the GrabAGun merger, which it believes will provide a pathway to future growth and operational success.