SecProbe.io

CORRESP
 1
 filename1.htm

 GrabAGun Digital Holdings Inc.

 214 Brazilian Avenue, Suite 200-J

 Palm Beach, FL, 33480

 June 20, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services
100 F Street N.E.

 Washington, D.C. 20549

 Re:
 GrabAGun Digital Holdings Inc.

 Amendment No. 3 to Registration Statement on Form S-4

 Filed June 16, 2025

 File No. 333-286021

 Ladies and Gentleman:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, GrabAGun Digital Holdings Inc. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective on or before 5:30 pm ET June 20, 2025.

 Very truly yours,

 /s/
Omeed Malik

 Omeed Malik

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 GrabAGun Digital Holdings Inc.

 214 Brazilian Avenue, Suite 200-J

 Palm Beach, FL 33480

 VIA EDGAR

 June 16, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade and Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Scott Stringer
 Suying Li
 Cara Wirth
 Dietrich King

 Re:
 GrabAGun Digital Holdings Inc.

 Amendment No. 2 to Registration Statement on Form S-4

 Filed June 2, 2025

 File No. 333-286021

 Ladies and Gentlemen:

 GrabAGun Digital
Holdings Inc. (" Pubco ") and Metroplex Trading Company LLC (doing business as GrabAGun.com)
(" GrabAGun ", and together with Pubco, the " Co-Registrants " or " we ",
" our " or " us "), hereby submit the Co-Registrants' responses to the comment letter
received from the staff (the " Staff ", " you " or " your ") of the U.S.
Securities and Exchange Commission (the " Commission "), dated June 13, 2025, regarding the Amendment No. 2 to
Registration Statement on Form S-4 (the " Registration Statement ") submitted to the Commission on June 2,
2025.

 For the Staff's convenience,
we have repeated below the Staff's comment in bold and have followed each comment with the Co-Registrants' response. In response
to the Staff's comments, the Co-Registrants are filing via Edgar a revised draft registration statement (the " Amended Registration
Statement ") simultaneously with the submission of this response letter. Capitalized terms used but not defined in this correspondence
have the meanings set forth in the Amended Registration Statement.

 Amendment No. 2 to Registration Statement on Form S-4 filed June
2, 2025

 Background of the Business Combination, page 106

 1.
 We note your revised disclosure in response to prior comment 3. Please clarify whether Michael Seifert and Omeed Malik have direct experience and/or knowledge about the firearms industry.

 Response:

 The Co-Registrants respectfully acknowledge the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure
on page 109 of the Amended Registration Statement to address the Staff's comment.

 Guideline Financial Analysis

 GrabAGun Information, page 118

 2.
 We note your revised disclosure in response to prior comment 6, including your statement that " the Colombier Board did not determine that there was a need to change the Colombier Board's recommendation that Colombier shareholders approve the Merger Agreement and proposed transactions comprising the Business Combination." Please revise to explain why the Colombier Board did not consider whether there was a need to change its recommendation, whether the Board expects to meet to make a determination or recommendation before the business combination, and if not, why not.

 Response:

 The Co-Registrants respectfully acknowledge the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure
on page 118 of the Amended Registration Statement to address the Staff's comment.

 Information about GrabAGun, page 185

 3.
 We note that you have provided certain information for the twelve months ended March 31, 2025. Please revise the various metrics presented on pages 187 and 197 to also present information for the three month period ended March 31, 2025. Additionally, on page 185, where you state that you had "positive net income for both periods," please revise to include the net income amount for each of the three month periods ended March 31, 2025 and 2024.

 Response:

 The Co-Registrants respectfully
acknowledge the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on pages 185, 187,
188 and 197 of the Amended Registration Statement to address the Staff's comment.

 General

 4.
 We note your Form 425 filed May 30, 2025, which includes a transcript of the narrative of a video posted to YouTube on May 29, 2025, and includes the following statement "[b]anks have dropped gun companies with zero warning. Insurance companies cancel policies the second they hear FFL. Credit card processors have been bullied into tracking gun sales using merchant codes." Please revise your risk factor disclosure, as necessary, to address any material risks associated with the ability of GrabAGun to obtain, and retain, banking, insurance, payment processing or any other services necessary to its business due to the nature of its business.

 Response:

 The Co-Registrants respectfully acknowledge
the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on page 57 of the Amended Registration
Statement to address the Staff's comment.

 We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact
our legal counsel, Meredith Laitner, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300 or GrabAGun's legal counsel,
Spencer Feldman, Esq., of Olshan Frome Wolosky LLP, at (212) 451-2234.

 Sincerely,

 By:
 /s/ Omeed Malik

 Name:
 Omeed Malik

 Title:
 Chief Executive Officer

 By:
 /s/ Marc Nemati

 Name:
 Marc Nemati

 Title:

 Chief Executive Officer
 Metroplex Trading Company LLC

 cc:
 Meredith Laitner, Ellenoff Grossman & Schole LLP

 Spencer Feldman, Olshan Frome Wolosky LLP

June 13, 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.
Amendment No. 2 to Registration Statement on Form S-4
Filed June 2, 2025
File No. 333-286021
Dear Omeed Malik and Marc Nemati:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our May 23, 2025 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed June 2, 2025
Background of the Business Combination, page 106
1.We note your revised disclosure in response to prior comment 3. Please clarify
whether Michael Seifert and Omeed Malik have direct experience and/or knowledge
about the firearms industry.

June 13, 2025
Page 2
Guideline Financial Analysis
GrabAGun Information, page 118
2.We note your revised disclosure in response to prior comment 6, including your
statement that " the Colombier Board did not determine that there was a need to
change the Colombier Board’s recommendation that Colombier shareholders approve
the Merger Agreement and proposed transactions comprising the Business
Combination." Please revise to explain why the Colombier Board did not consider
whether there was a need to change its recommendation, whether the Board expects to
meet to make a determination or recommendation before the business combination,
and if not, why not.
Information about GrabAGun, page 185
3.We note that you have provided certain information for the twelve months ended
March 31, 2025. Please revise the various metrics presented on pages 187 and 197 to
also present information for the three month period ended March 31, 2025.
Additionally, on page 185, where you state that you had "positive net income for both
periods," please revise to include the net income amount for each of the three month
periods ended March 31, 2025 and 2024.
General
4.We note your Form 425 filed May 30, 2025, which includes a transcript of the
narrative of a video posted to YouTube on May 29, 2025, and includes the following
statement "[b]anks have dropped gun companies with zero warning. Insurance
companies cancel policies the second they hear FFL. Credit card processors have been
bullied into tracking gun sales using merchant codes." Please revise your risk factor
disclosure, as necessary, to address any material risks associated with the ability of
GrabAGun to obtain, and retain, banking, insurance, payment processing or any other
services necessary to its business due to the nature of its business.
            Please contact Scott Stringer at 202-551-3272 or Suying Li at 202-551-3335 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cara Wirth at 202-551-7127 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Meredith Laitner
Spencer G. Feldman

CORRESP
 1
 filename1.htm

 GrabAGun Digital Holdings Inc.

 214 Brazilian Avenue, Suite 200-J

 Palm Beach, FL 33480

 VIA EDGAR

 May 30, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade and Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Scott Stringer
 Suying Li
 Cara Wirth
 Dietrich King

 Re:
 GrabAGun Digital Holdings Inc.

 Amendment No. 1 to Registration Statement on Form S-4

 Filed April 29, 2025

 File No. 333-286021

 Ladies and Gentlemen:

 GrabAGun Digital Holdings
Inc. (" Pubco ") and Metroplex Trading Company LLC (doing business as GrabAGun.com) (" GrabAGun ", and
together with Pubco, the " Co-Registrants " or " we ", " our " or " us "),
hereby submit the Co-Registrants' responses to the comment letter received from the staff (the " Staff ", " you "
or " your ") of the U.S. Securities and Exchange Commission (the " Commission "), dated May 23, 2025,
regarding the Amendment No. 1 to Registration Statement on Form S-4 (the " Registration Statement ") submitted to the
Commission on April 29, 2025.

 For the Staff's convenience, we have repeated below the Staff's
comment in bold and have followed each comment with the Co-Registrants' response. In response to the Staff's comments, the
Co-Registrants are filing via Edgar a revised draft registration statement (the " Amended Registration Statement ") simultaneously
with the submission of this response letter. Capitalized terms used but not defined in this correspondence have the meanings set forth
in the Amended Registration Statement.

 Amendment No. 1 to Registration Statement on Form S-4 filed April
29, 2025

 Unaudited Pro Forma Condensed Combined Financial Information,
page 72

 1.
 We note that your response to prior comment 9 indicates future transaction costs for GrabAGun are reflected on the pro forma balance sheet in adjustment (F). Please tell us whether such transaction costs have been given pro forma effect in the income statement. If not, tell us why not.

 Response:

 The Co-Registrants respectfully acknowledge the Staff's comment
and advise the Staff that GrabAGun's future transaction costs have not been given pro forma effect in the income statement. GrabAGun,
identified as the target company and accounting acquirer, is merging with Colombier, a public shell corporation with nominal net assets
that does not meet the definition of a business under ASC 805. Consequently, the transaction is accounted for as a reverse recapitalization,
which is considered equivalent to the issuance of stock by the target company in exchange for the net monetary assets of the public shell
corporation, accompanied by a recapitalization. Accordingly, GrabAGun's direct and incremental transaction costs related to the
transaction that would not otherwise have been incurred are treated as a reduction of the net proceeds and as an adjustment to the combined
company's additional paid-in capital rather than expensed as incurred. This treatment is similar to the treatment described in SEC
Staff Accounting Bulletin Topic 5.A. Therefore, the Co-Registrants have not made an adjustment for GrabAGun's direct and incremental
transaction costs in the Unaudited Pro Forma Condensed Combined Statement of Operations. However, the Co-Registrants have amended pro
forma adjustment (F) on page 77 of the Amended Registration Statement to provide further clarity.

 Background of the Business Combination, page 104

 2.
 We note your amended disclosure in response to prior comment 12, including that Colombier made "certain observations about potential growth opportunities for GrabAGun, informed by Colombier management's experience evaluating eCommerce and other companies." Please revise to describe the specific observations about potential growth opportunities and elaborate on the specific management experience that informed such observations.

 Response:

 The Co-Registrants respectfully acknowledge
the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on page 108 of the Amended Registration
Statement to address the Staff's comment.

 3.
 We note your amended disclosure in response to prior comment 13. Please revise to identify the certain members of the Colombier Board with industry experience or familiarity and provide a high-level description of such knowledge.

 Response:

 The Co-Registrants respectfully acknowledge
the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on page 109 of the Amended Registration
Statement to address the Staff's comment.

 4.
 We note your amended disclosure in response to prior comment 14. Please revise to identify the subject matter of the material discussions and negotiation of terms that occurred between December 3, 2024 and December 8, 2024, resulting in extensions of the exclusivity term of the LOI.

 Response:

 The Co-Registrants respectfully acknowledge
the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on page 110 of the Amended Registration
Statement to address the Staff's comment.

 Colombier Board's Reasons for the Approval of the Business Combination,
page 109

 5.
 We note your revised disclosure in response to prior comment 15 that that the Colombier board determined that the Mergers and all of the transactions contemplated by the Merger Agreement are fair, advisable and in the best interests of Colombier. Please clarify, if true, that the Colombier board did not determine that the consideration was fair to shareholders and the transactions were advisable and in the best interests of Colombier's security holders. Please add a Question and Answer that addresses the same topic.

 Response:

 The Co-Registrants respectfully acknowledge
the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on page 111 of the Amended Registration
Statement to address the Staff's comment. Further, a Question and Answer that addresses the same topic has been added to page xx
of the Amended Registration Statement to address the Staff's comment.

 2

 Colombier Financial Analysis, page 113

 6.
 We note your response and amended disclosure to prior comment 17, including that after the Colombier board was made aware of the audited annual financial statements of GrabAGub for the fiscal years ended December 31, 2024 and 2023, the Colombier Board determined not to change its recommendation that shareholders approve the business combination. Please revise to update your disclosure to state the same.

 Response:

 The Co-Registrants respectfully acknowledge
the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on page 118 of the Amended Registration
Statement to address the Staff's comment.

 Guideline Company Analyses

 Guideline Company Selection, page 114

 7.
 We note your amended disclosure in response to prior comment 18, including that Colombier management chose the companies that they did because "there were fewer such companies with eCommerce business models bearing similarities to GrabAGun Business about which Colombier management could find credible reports and analyses through publicly-available sources." Please revise to name the "fewer such companies" considered and include the reason that they were not included in the analysis.

 Response:

 The Co-Registrants respectfully acknowledge
the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on page 117 of the Amended Registration
Statement to address the Staff's comment.

 Firearms Manufacturers and Distributors, page 193

 8.
 We note your response and amended disclosure in response to prior comment 27, including that you do not have any material contracts with any firearms manufacturers or distributors and that GrabAGun does not provide any payment or other compensation to distributors for priority fulfillment. Accordingly, where you reference your "strong relationships," that top manufacturers provide "the latest firearms and best ammunition deals," or that distributors "provide priority fulfilment" please revise here and elsewhere as appropriate that these statements reflect management's beliefs.

 Response:

 The Co-Registrants respectfully acknowledge
the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on pages 192 and 196 of the Amended
Registration Statement to address the Staff's comment.

 Our Customer Base, page 193

 9.
 We note your amended disclosure in response to prior comment 28. In this regard, we note your revised disclosure that highlights various laws and regulations governing the sale and purchase of firearms, which restricts certain categories of individuals from purchasing firearms. Please revise your disclosure in the Our Customer Base section to explain how you comply with such regulation, for example, whether you restrict certain individuals from accessing your website, the role of the FFL holders, if any, or otherwise.

 Response:

 The Co-Registrants respectfully acknowledge
the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on page 195 of the Amended Registration
Statement to address the Staff's comment.

 3

 Inventory Management and Facilities, page 194

 10.
 We note your amended disclosure in response to prior comment 30. To the extent material, please identify the manufacturers and disclose the types of products that cannot be drop-shipped.

 Response:

 The Co-Registrants respectfully acknowledge
the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on page 196 of the Amended Registration
Statement to address the Staff's comment.

 Competition, page 197

 11.
 We note you rely on a network of FFL holders to facilitate the final transfer of firearms to your customers. Please clarify here whether the core business of such FFL holders is competitive with your business and address your experience with any such competition to date. In this regard, we note risk factor disclosure on page 57 indicating actual experience with some FFL holders perceiving your business to be competitive with theirs.

 Response:

 The Co-Registrants respectfully acknowledge
the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on pages 57 and 199 of the Amended
Registration Statement to address the Staff's comment.

 Management's Discussion and Analysis of Financial Condition and
Results of Operations of GrabAGun

 Results of Operations, page 204

 12.
 We note your response to prior comment 33. Your disclosure indicates the decrease in revenues, specifically non-firearms sales, "..was primarily driven by a 33% reduction in sales volume of non-firearm products, partially offset by a 20% increase in average sales prices." The gross profit discussion was similarly revised to indicate "the decrease was primarily driven by a 33% reduction in the sales volume of nonfirearm products and a 21% increase in average product costs for the nonfirearm category." For gross profits purposes it appears that the increase to revenues from the 20% increase in average sales would be offset by the 21% increase in average product costs, neutralizing the impact to gross profit. If true, please explain your consideration to include such factor as attributing to the change in gross profit.

 Response:

 The Co-Registrants respectfully acknowledge
the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on page 208 of the Amended Registration
Statement to address the Staff's comment.

 4

 We thank the Staff in advance for its consideration
of the foregoing. Should you have any questions, please do not hesitate to contact Colombier's our legal counsel, Meredith Laitner,
Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300 or GrabAGun's legal counsel, Spencer Feldman, Esq., of Olshan Frome
Wolosky LLP, at (212) 451-2234.

 Sincerely,

 By:
 /s/ Omeed Malik

 Name:
 Omeed Malik

 Title:
 Chief Executive Officer

 By:
 /s/ Marc Nemati

 Name:
 Marc Nemati

 Title:

 Chief Executive Officer
 Metroplex Trading Company LLC

 cc: Meredith Laitner, Ellenoff Grossman & Schole LLP
Spencer Feldman, Olshan Frome Wolosky LLP

 5

May 23, 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.
Amendment No. 1 to Registration Statement on Form S-4
Filed April 29, 2025
File No. 333-286021
Dear Omeed Malik and Marc Nemati:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our April 17, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed April 29, 2025
Unaudited Pro Forma Condensed Combined Financial Information, page 72
1.We note that your response to prior comment 9 indicates future transaction costs for
GrabAGun are reflected on the pro forma balance sheet in adjustment (F). Please tell
us whether such transaction costs have been given pro forma effect in the income
statement. If not, tell us why not.

May 23, 2025
Page 2
Background of the Business Combination, page 104
2.We note your amended disclosure in response to prior comment 12, including that
Colombier made "certain observations about potential growth opportunities for
GrabAGun, informed by Colombier management’s experience evaluating eCommerce
and other companies." Please revise to describe the specific observations about
potential growth opportunities and elaborate on the specific management experience
that informed such observations.
3.We note your amended disclosure in response to prior comment 13. Please revise to
identify the certain members of the Colombier Board with industry experience or
familiarity and provide a high-level description of such knowledge.
4.We note your amended disclosure in response to prior comment 14. Please revise to
identify the subject matter of the material discussions and negotiation of terms that
occurred between December 3, 2024 and December 8, 2024, resulting in extensions of
the exclusivity term of the LOI.
Colombier Board's Reasons for the Approval of the Business Combination, page 109
5.We note your revised disclosure in response to prior comment 15 that that the
Colombier board determined that the Mergers and all of the transactions contemplated
by the Merger Agreement are fair, advisable and in the best interests of Colombier.
Please clarify, if true, that the Colombier board did not determine that the
consideration was fair to shareholders and the transactions were advisable and in the
best interests of Colombier's security holders. Please add a Question and Answer that
addresses the same topic.
Colombier Financial Analysis, page 113
6.We note your response and amended disclosure to prior comment 17, including that
after the Colombier board was made aware of the audited annual financial statements
of GrabAGub for the fiscal years ended December 31, 2024 and 2023, the Colombier
Board determined not to change its recommendation that shareholders approve the
business combination. Please revise to update your disclosure to state the same.
Guideline Company Analyses
Guideline Company Selection, page 114
7.We note your amended disclosure in response to prior comment 18, including that
Colombier management chose the companies that they did because "there were fewer
such companies with eCommerce business models bearing similarities to GrabAGun
Business about which Colombier management could find credible reports and
analyses through publicly-available sources." Please revise to name the "fewer such
companies" considered and include the reason that they were not included in the
analysis.
Firearms Manufacturers and Distributors, page 193
We note your response and amended disclosure in response to prior comment 27,
including that you do not have any material contracts with any firearms manufacturers
or distributors and that GrabAGun does not provide any payment or other 8.

May 23, 2025
Page 3
compensation to distributors for priority fulfillment. Accordingly, where you
reference your "strong relationships," that top manufacturers provide "the latest
firearms and best ammunition deals," or that distributors "provide priority fulfilment"
please revise here and elsewhere as appropriate that these statements reflect
management's beliefs.
Our Customer Base, page 193
9.We note your amended disclosure in response to prior comment 28. In this regard, we
note your revised disclosure that highlights various laws and regulations governing
the sale and purchase of firearms, which restricts certain categories of individuals
from purchasing firearms. Please revise your disclosure in the Our Customer Base
section to explain how you comply with such regulation, for example, whether you
restrict certain individuals from accessing your website, the role of the FFL holders, if
any, or otherwise.
Inventory Management and Facilities, page 194
10.We note your amended disclosure in response to prior comment 30. To the extent
material, please identify the manufacturers and disclose the types of products that
cannot be drop-shipped.
Competition, page 197
11.We note you rely on a network of FFL holders to facilitate the final transfer of
firearms to your customers. Please clarify here whether the core business of such FFL
holders is competitive with your business and address your experience with any such
competition to date. In this regard, we note risk factor disclosure on page 57
indicating actual experience with some FFL holders perceiving your business to be
competitive with theirs.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
GrabAGun
Results of Operations, page 204
12.We note your response to prior comment 33. Your disclosure indicates the decrease
in revenues, specifically non-firearms sales, "..was primarily driven by a 33%
reduction in sales volume of non-firearm products, partially offset by a 20% increase
in average sales prices." The gross profit discussion was similarly revised to indicate
"the decrease was primarily driven by a 33% reduction in the sales volume of non-
firearm products and a 21% increase in average product costs for the non-
firearm category." For gross profits purposes it appears that the increase to revenues
from the 20% increase in average sales would be offset by the 21% increase in
average product costs, neutralizing the impact to gross profit. If true, please explain
your consideration to include such factor as attributing to the change in gross profit.

May 23, 2025
Page 4
            Please contact Scott Stringer at 202-551-3272 or Suying Li at 202-551-3335 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cara Wirth at 202-551-7127 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Meredith Laitner
Spencer G. Feldman

CORRESP
 1
 filename1.htm

 GrabAGun Digital Holdings Inc.

 214 Brazilian Avenue, Suite 200-J

 Palm Beach, FL 33480

 VIA EDGAR

 April 29, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Cara Wirth

 Dietrich King

 Scott Stringer

 Suying Li

 Re:
 GrabAGun Digital Holdings Inc.

 Registration Statement on Form S-4

 Filed March 21, 2025

 File No. 333-286021

 Dear Ms. Wirth / Mr. Stringer:

 GrabAGun Digital Holdings
Inc. (" Pubco ") and Metroplex Trading Company LLC (doing business as GrabAGun.com) (" GrabAGun ", and
together with Pubco, the " Co-Registrants " or " we ", " our " or " us "),
hereby submit the Co-Registrants' responses to the comment letter dated April 17, 2025, received from the staff (the " Staff ",
" you " or " your ") of the U.S. Securities and Exchange Commission (the " Commission ")
regarding the Registration Statement on Form S-4 (the " Registration Statement ") submitted to the Commission on March
21, 2025.

 For the Staff's convenience,
we have repeated below the Staff's comment in bold and have followed each comment with the Co-Registrants' response. In response
to the Staff's comments, the Co-Registrants are filing via Edgar a revised draft registration statement (the " Amended Registration
Statement ") simultaneously with the submission of this response letter. Capitalized terms used but not defined in this correspondence
have the meanings set forth in the Amended Registration Statement.

 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.

 Response: The Co-Registrants
respectfully acknowledge the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on pages 17,
124 and the letter to shareholders of the Amended Registration Statement to include the requested information.

 2. 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 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.

 Response: The Co-Registrants
respectfully acknowledge the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on pages 34, 37 and 87 of the Amended Registration Statement to include the requested information.

 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.

 Response: The Co-Registrants
respectfully acknowledge the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on page xxii
of the Amended Registration Statement (as well as each other instance in the Amended Registration Statement disclosure in which multiple
redemption scenarios are presented) to include in the disclosure an additional redemption scenario assuming 25% of Contractual Maximum
Redemptions.

 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.

 Response: The Co-Registrants
respectfully acknowledge the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on pages xxiii
and xxiv of the Amended Registration Statement to include the requested information.

 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.

 Response: The Co-Registrants
respectfully acknowledge the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on page xxiv
of the Amended Registration Statement to exclude the $469 thousand in transaction expenses incurred by Colombier to date as a numerator
adjustment. Additionally, we have included $3,646 thousand in transaction expenses to be incurred by Colombier as a numerator adjustment
in the calculation of the as adjusted net tangible book value.

 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.

 Response: The Co-Registrants
respectfully acknowledge the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on pages 10
through 14 of the Amended Registration Statement to include the requested information.

 2

 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.

 Response: The Co-Registrants
respectfully acknowledge the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on page 30
of the Amended Registration Statement to provide further clarification intended to be responsive to the Staff's comment. As of the
date of the Amended Registration Statement, are no financing transactions identified or expected to be consummated in connection with
the proposed Business Combination.

 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.

 Response: The Co-Registrants
respectfully acknowledge the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure of the Amended Registration Statement to include a separate column presenting the historical financial statements of Pubco.

 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.

 Response: The Co-Registrants
respectfully acknowledge the Staff's comment and advise the Staff that pro forma adjustment (F) on the balance sheet reflects estimated
future transaction costs for GrabAGun totaling $3.6 million, which is inclusive of the $2.5 million transaction advisory service agreement
fee.

 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.

 Response: The Co-Registrants
acknowledge the Staff's comment, and in response, Co-Registrants have outlined below the basis for recording the payment of $50
million Aggregate Cash Consideration and the issuance of $100 million Aggregate Stock Consideration as reductions to Additional Paid-In
Capital ("APIC").

 GrabAGun, identified as the target company
and accounting acquirer, is merging with Colombier, a public shell corporation with nominal net assets that does not meet the definition
of a business under ASC 805. Consequently, the transaction is accounted for as a reverse recapitalization rather than a business combination.
Under this accounting treatment, a reverse recapitalization is considered equivalent to the issuance of stock by the target company in
exchange for the net monetary assets of the public shell corporation, accompanied by a recapitalization. The accounting for this transaction
follows the same principles as a reverse acquisition, with the exception that no goodwill or other intangible assets are recorded. As
a result, the transaction is effectively accounted for as though GrabAGun issued its equity in exchange for the net assets of Colombier.

 The $50 million Aggregate Cash Consideration
and $100 million Aggregate Stock Consideration are presented as reductions to APIC to reflect the net asset adjustment. The $100 million
Aggregate Stock Consideration represents a new issuance of common stock by Pubco, as the target company does not have existing preferred
stock eligible for conversion into Pubco common stock. To capture the full impact of the transaction, pro forma adjustment (H) reflects
the issuance of new common stock. Specifically, the adjustment accounts for an increase in common stock and APIC, along with an offset
to APIC for the fair value of the Aggregate Stock Consideration, which is treated as non-cash consideration.

 3

 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.)

 Response: The Co-Registrants
respectfully acknowledge the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on pages 104
and 105 of the Amended Registration Statement to include the requested information.

 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.

 Response: The Co-Registrants
respectfully acknowledge the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on page 106
of the Amended Registration Statement to include the requested information.

 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.

 Response: The Co-Registrants
respectfully acknowledge the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on page 107
of the Amended Registration Statement to include the requested information.

 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.

 Response: The Co-Registrants
respectfully acknowledge the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on page 107
of the Amended Registration Statement to include the requested information.

 4

 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.

 Response: The Co-Registrants
respectfully acknowledge the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on pages 10, 34, 37 and 87
of the Amended Registration Statement to include the requested information.

 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.

 Response: The Co-Registrants
respectfully acknowledge the Staff's comment and advise the Staff that the Co-Registrants have amended the disclosure on pages xv,
10 and 109 of the Amended Registration Statement to include the requested information.

 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

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.

April 17, 2025
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.

April 17, 2025
Page 6
(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