SecProbe.io

April 17, 2025
Omeed Malik
Chief Executive Officer
GrabAGun Digital Holdings Inc.
214 Brazilian Avenue, Suite 200-J
Palm Beach, FL 33480
Marc Nemati
President and Chief Executive Officer
Metroplex Trading Co LLC
200 East Beltline Road, Suite 403
Coppell, TX 75019
Re:GrabAGun Digital Holdings Inc.
Registration Statement on Form S-4
Filed March 21, 2025
File No. 333-286021
Dear Omeed Malik and Marc Nemati:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4 Filed March 21, 2025
Cover Page
1.Here and in the prospectus summary, please revise to include the Colombier sponsor
compensation. Please refer to Items 1602(a)(3), 1604(a)(3), and 1604(b)(4) of
Regulation S-K.
We note in the ninth paragraph you disclose the Colombier board determined the
transactions were in the best interests of Colombier. Please disclose here whether the
 2.

April 17, 2025
Page 2
Colombier board also determined that the transactions were advisable and in the best
interests of its security holders. Please refer to Item 1606(a) of Regulation S-K.
Questions and Answers About the Colombier Extraordinary General Meeting
Dilution, page xxiii
3.We note your disclosure here and elsewhere of the net tangible book value per share,
as adjusted, for the following redemption scenarios – Assuming No Redemptions,
Assuming 50% of Contractual Maximum Redemptions, and Assuming Contractual
Maximum Redemptions. Please expand your disclosure to include at least four
redemption scenarios that will reasonably inform investors of potential outcomes or
explain why your scenarios constitute a sufficient range. Refer to Item 1604(c) of
Regulation S-K and footnote 277 of SEC Release No. 33-11265.
4.Please revise the title of the line items “net tangible book value per share as of
December 31, 2024” disclosed in your dilution tables on page xxiii to describe the
adjusted amounts as “net tangible book value per share, as adjusted, as of December
31, 2024.” Refer to Item 1604(c) of Regulation S-K.
5.We note your numerator adjustment for transaction expenses incurred by Colombier
of $469 thousand. It appears the $469 thousand represents an amount already reflected
in the historical financial statements. See pro forma adjustment D on page 65. If so,
please explain (i) your inclusion of the adjustment and (ii) why it represents an
increase to the numerator. Additionally, we note transaction expenses of $3,646
thousand that have not yet been reflected in the historical financial statements. Please
explain why the numerator has not been adjusted to reflect the expected incurrence of
such expenses. Refer to Item 1604(c) of Regulation S-K.
Summary of the Proxy Statement/Prospectus, page 1
6.Please revise to disclose the background and material terms of the business
combination. Refer to Item 1604(b)(1) of Regulation S-K. Additionally, please
disclose the material factors that the Colombier board considered in making the
determination to approve the business combination. Refer to Item 1604(b)(2) of
Regulation S-K.
Risk Factors
There is no assurance that Colombier's diligence will reveal..., page 22
7.We note your statement that "[i]n addition, charges of this nature may cause Pubco to
violate leverage or other covenants to which it may be subject as a result of any
financing that may be obtained following the Closing." To the extent that there is any
currently anticipated financing, please revise to state as much, include the material
terms and file any agreement as an exhibit. Please refer to Items 1602(b)(5) and
1604(b)(5) of Regulation S-K and Item 601(b)(10) of Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Information, page 62
8.Please include, as a separate column in the pro forma financial statements, the
historical financials of GrabAGun Digital Holdings Inc. (Pubco) showing its capital
structure before and after the transaction. See Article 11 of Regulation S-X.

April 17, 2025
Page 3
9.Please tell us whether the $2.5 million transaction advisory service agreement fee
disclosed in Note 9. Subsequent Events, on page F-40, has been given pro forma
effect. If not, tell us why not.
Unaudited Pro Forma Condensed Combined Balance Sheet, page 65
10.Refer to pro forma adjustments (G) and (H). Please tell us why it is appropriate to
record the payment of $50 million Aggregate Cash Consideration and the issuance of
$100 million Aggregate Stock Consideration as reductions to additional paid in
capital.
Background of the Business Combination, page 94
11.We note that Colombier formally evaluated approximately 50 business combination
opportunities and ultimately entered into non-disclosure agreements with 12 potential
target business. Please disclose how you narrowed the group from 50 to 12. Also
please disclose how such introductions were made (for example, introductions via
board members, officers, investment advisors, etc.)
12.We note your statement that "Colombier and GrabAGun discussed and negotiated
various terms contained in the Initial LOI and GrabAGun proposed revised terms
related to, among other things, the aggregate cash consideration to be received by the
GrabAGun Members and the closing condition regarding minimum transaction
proceeds to GrabAGun." Please revise to elaborate on how the form of the initial
consideration and $150 million valuation of GrabAGun were determined, including
any material discussions or negotiations surrounding this topic. In this regard, we note
you disclose the parties held calls and meetings between October 2, 2024, and
October 29, 2024.
13.We note that Colombier engaged Williams Mullen as firearms regulatory legal
counsel. To the extent that there were any material discussions regarding such
regulatory component, please revise to state as much. We also note that "Colombier
management also met with other business contacts knowledgeable about the firearms
industry and reviewed third-party reports and materials about the firearms,
ammunitions and firearms accessories retail sector and about other public companies
with similarities to GrabAGun’s business." Please revise to disclose the identity of
such contacts to the extent Colombier management relied upon them.
14.Please revise to disclose the material nature of discussions that occurred on November
8 and 15, 2024 and revise to state the reasons needed to extend the exclusivity term of
the LOI on December 3, 2024 and again on December 18, 2024. Additionally,
please disclose the topic of any material negotiation between the parties regarding the
Ancillary Agreements.
Colombier Board's Reasons for the Approval of the Business Combination, page 98
15.Please revise to state whether the board considered the consideration, and whether the
board determined that such consideration was fair to shareholders and the transactions
were advisable and in the best interests of Colombier and its security holders. Refer to
Item 1606(a) and (b) of Regulation S-K.

April 17, 2025
Page 4
16.Please revise to state whether or not:
•the business combination transaction is structured so that approval of at least a
majority of unaffiliated security holders of Colombier is required; and
•a majority of the Colombier board who are not employees of Colombier retained
an unaffiliated representative to act solely on behalf of unaffiliated security
holders for purposes of negotiating the terms of the business combination and/or
preparing a report concerning the approval of the business combination
transaction.
Refer to Item 1606(c) and (d) of Regulation S-K.
Colombier Financial Analysis, page 101
17.We note your statement that Colombier did not prepare, and did not request that
GrabAGun prepare projections in connection with the proposed Business
Combination. However, we also note that Colombier management used unaudited
historical financial information provided by GrabAGun to derive a "historical year-
over-year growth rate ('1 YR BR Growth Rate') for GrabAGun of approximately
9.2%." Please revise to include and describe the financial information and
methodologies, assumptions, and limitations used to calculate the growth rate. Refer
to Item 1609 of Regulation S-K. Additionally, please disclose whether any financial
information used to determine the 1 YR BR Growth Rate changed after GrabAGun's
financial statements were audited, and if any financial information did change,
disclose whether the Colombier Board was notified, if you re-calculated the growth
rate, and if not, why not. If applicable, please also disclose whether the Colombier
Board considered any differing financial statements or growth rates in continuing to
recommend the business combination. To the extent applicable, please revise your
risk factor disclosure to speak to the risks in using unaudited financial statements in
this context.
Guideline Company Analyses, page 103
18.We note the companies that were chosen for the Guideline Company Analyses by
Colombier management, including the focus on market-leading e-commerce and tech-
enabled services companies. However, we note that only one company is in a similar
industry (AMMO, Inc.), and its key metrics are substantially lower in value than the
other companies that were chosen. Such other companies appear considerably more
advanced than both AMMO, Inc. and GrabAGun, including Uber, Booking Holdings,
and Costco, as a few examples. In this light, we note the limitations highlighted on
page 106. Please revise your disclosure to discuss why you did not select any recently
listed companies that may be more similarly situated to GrabAGun's current
position (revenue, financial, or other metric).
U.S. Federal Income Tax Considerations, page 140
19.Please revise this section to state, if true, that this section constitutes the opinion of
counsel with respect to the conclusions regarding redemptions and the business
combination. Refer to Section III.C.1 of Staff Legal Bulletin No. 19 dated October 14,
2011.

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Page 5
Information About GrabAGun, page 170
20.We note your statements that "GrabAGun is a leading digitally native and multi-
brand eCommerce retailer of firearms, ammunition and related accessories" and
"GrabAGun has established itself as a premier online gun platform, leveraging
technology to provide a tech-first, superior eCommerce experience, specially catering
to the next generation of firearms enthusiasts, sportsmen and defenders." Please revise
to disclose how you measure "leading," "premier," and "superior" in these contexts
(for example, based on revenue, number of products available and/or items sold, etc.).
21.We note references to the 2A ecosystem, consolidating the 2A sector, and redefining
the 2A sector. Please define the 2A sector, as you are using the term, and elaborate on
the ways that you are or are planning to consolidate or redefine the 2A sector. In this
light, we also note your statement on page 174 regarding your "ability to modernize
operations, improve customer engagement, and streamline logistics will ensure
sustained growth, increased profitability, and a stronger, more resilient industry that
stands up to corporate censorship and capital market restrictions." Please provide a
source or support for these conclusions.
22.We note a number of statements regarding your tech-first approach to
business, software, tech stack, AI-driven automation and compliance, New Inventory
Program, AI-driven and AI-powered pricing, compliance automation, automated
regulatory compliance support, as well as your statements that your software will lead
to "increase speed to market and reduce costs." Please revise to elaborate on your
current software, and specifically any AI capabilities. In this context, please define
"AI" and provide examples on how it engages with pricing, inventory, compliance,
and compliance support.
23.We note your statement that you have "assembled a vast network of 42,000 trusted
FFL holders that spans across the country, representing, we believe, based on 2024
data, approximately one third of the total number of FFLs in the United States."
Please disclose how you assemble the network of FLL holders, define "trusted," and
to the extent you vet such FLL holders, please revise to state as much and describe the
procedures that you undertake. Revise your risk factors to reflect the material risks
associated with your vast network of FLL holders. To the extent that your FFL
holders pay fees to you, or vice versa, please state as much. Additionally, please name
the source of the 2024 data. Where you state that firearms are "delivered to our
customers' choice of third-party FLL holders" please clarify if true, that they are
limited to the FFL holders in your network.
24.With respect to your eGunbook Regulatory Management System, we note that "[i]f an
error is detected, the item is placed on hold awaiting CSR/client remediation." Please
define "CSR" and describe the type of client remediation, including how such
remediation is conducted and validated. To the extent material, please revise your risk
factors to address the material risks associated with these types of errors.
Addressable Market, page 173
We note your statement that "[b]ased on reports released in September 2024 and
October 2024, respectively, by independent industry research publisher IBISWorld 25.

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(the “IBISWorld Reports”), we believe total revenues generated by the U.S. firearms
retail market in 2024 may have totaled as much as $25 billion." Please revise to
clarify whether this number was based on the IBISWorld or your management. To the
extent it was a combination of both, please revise to clarify the methodologies that
your management used to contribute to this figure. Additionally, we note your
statement that "the online firearms retail segment has seen significant expansion and
we believe the shift to online sales will continue, as consumers increasingly prefer the
convenience of purchasing firearms and ammunition online." Please provide a source
as your reference to the IBISWorld report from August 2024 speaks to business
conducted online generally, and not to the specific claims that you are making
regarding the purchase of firearms and ammunition online.
Our Growth Strategy, page 174
26.We note your statement that "[w]e will pursue strategic acquisitions of eCommerce
retailers, distributors, and importers of firearms, ammunition, and related accessories."
However, we also note your statement on page xxxi that "[i]f 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." To the extent that you intend to use any Remaining Proceeds to
pursue strategic acquisitions, please revise to state as much. Refer to Instruction 6 of
Item Item 504 of Regulation S-K. To the extent there are any timelines or currently
planned acquisitions, please revise to state as much.
Current Firearms, Ammunition and Accessories Product Offerings, page 175
27.We note your statements that "[w]e work closely with top manufacturers to provide
the latest firearms and best ammunition deals as soon as they hit the market, so our
customers have access to the most advanced firearms technology available" as well as
your statement on page 170 regarding your "collaborative business relationships and
multi-brand vendor strategy ... ." Please revise to state whether