Group 1 - Colombier Acquisition Corp. III, a SPAC supported by Omeed Malik, filed for an IPO with the SEC, aiming to raise $260 million by offering 26 million shares at $10 each [1] - The company plans to list its units on the New York Stock Exchange under the ticker "CLBR U," with Roth Capital acting as the underwriter for the offering [1] - Units in the SPAC context typically consist of one common stock and a fraction of a warrant, allowing investors to trade them separately after the initial purchase [1] Group 2 - 1789 Capital, co-founded by Omeed Malik and Chris Buskirk in 2022, aims to fund the next chapter of American exceptionalism, with Malik being a significant donor to Donald Trump's campaign [2] - Chamath Palihapitiya, a notable figure on Wall Street known for leading high-profile SPAC transactions, is also a board member of Colombier Acquisition Corp. III [2] - The IPO represents a recent investment move by the Trump family, which has previously engaged in various ventures, including a meme coin project and a cryptocurrency company [2]

Core Insights - 1789 Capital, launched in 2022 by Omeed Malik and Chris Buskirk, aims to support American exceptionalism and is associated with Donald Trump's political endeavors [1][7] - SPACs, or special purpose acquisition companies, are utilized to take private companies public while bypassing traditional regulatory scrutiny [2][6] - Colombier Acquisition Corp. III, backed by Omeed Malik, filed for an IPO to raise $260 million by offering 26 million shares at $10 each [7] Company Developments - Donald Trump Jr. is a director at Colombier Acquisition Corp. III and has been a partner at 1789 Capital since November 2024 [7] - GrabAGun, a firearms retailer supported by Donald Trump Jr., went public through a merger with Colombier Acquisition Corp. II, which is also backed by Malik [4][7] - Roth Capital is the underwriter for the offering of Colombier Acquisition Corp. III [4][7] Industry Context - The recent activities of the Trump family include ventures into cryptocurrency and meme coins, indicating a broader strategy in emerging financial markets [2][7] - The trend of using SPACs reflects a growing preference among companies to access public markets with less regulatory burden [2][6]

Financial Performance - For the three months ended March 31, 2025, the company reported a net loss of $48,958, with operating expenses of $1,909,086 offsetting interest income of $1,860,128 [140]. - The company incurred net cash used in operating activities of $462,370 for the three months ended March 31, 2025 [143]. - As of March 31, 2025, the company had approximately $179.49 million in cash and marketable securities held in the Trust Account, including about $9.49 million of interest income [147]. Initial Public Offering - The company completed its Initial Public Offering on November 24, 2023, raising gross proceeds of $170 million from the sale of 17 million units at $10.00 per unit [142]. - The underwriters of the Initial Public Offering are entitled to a cash underwriting fee of $2.55 million, with an additional deferred fee of $5.95 million contingent on the completion of a Business Combination [154]. - The company entered into a Financial Advisory Services Agreement with Roth, with a fee of $510,000 payable upon the closing of the Initial Public Offering, and a deferred fee of up to $1,190,000 contingent on completing a Business Combination [155]. Business Combination - The company has until February 24, 2026, to complete a Business Combination, or it will face mandatory liquidation [150]. - The company entered into a Business Combination Agreement with GrabAGun on January 6, 2025, which involves a merger with multiple entities [136]. - The company plans to use substantially all funds in the Trust Account to complete the Business Combination and for working capital purposes thereafter [147]. Debt and Financing - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2025 [152]. - The company has incurred $280,000 and $910,000 in fees under the Administrative Services Agreement and Services and Indemnification Agreement as of March 31, 2025, respectively [153]. - A Capital Market Advisory Agreement was established with BTIG, allowing for a fee of $1,500,000 payable only if the Business Combination is completed, along with reimbursement of expenses up to $25,000 [156]. - Another Capital Market Advisory Agreement with Roth Capital Partners includes a fee of $1,000,000 payable at the closing of the Business Combination, plus reimbursement of expenses up to $5,000 [157]. Equity and Accounting - Ordinary Shares subject to possible redemption are classified as temporary equity, reflecting certain redemption rights outside the company's control [159]. - Warrants are assessed for classification as either equity or liability instruments based on specific terms, with management concluding that Public Warrants and Private Placement Warrants qualify for equity accounting treatment [160]. - Net (loss) income per Ordinary Share is calculated by dividing net (loss) income by the weighted average number of Ordinary Shares outstanding, excluding accretion associated with redeemable Ordinary Shares [161]. - Management does not anticipate that recently issued accounting standards will materially affect the unaudited condensed financial statements [162]. - The company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures [163].

IPO and Fundraising - The company completed its Initial Public Offering on November 24, 2023, raising gross proceeds of $170,000,000 from the sale of 17,000,000 Units at $10.00 per Unit[24]. - A private sale of 5,000,000 Private Placement Warrants was completed simultaneously, generating an additional $5,000,000[25]. - The total amount placed in the Trust Account is $170,000,000, which includes $167,450,000 from the IPO and $2,550,000 from the Private Placement[25]. - The underwriters received a cash underwriting fee of $2,550,000 and a deferred fee of $5,950,000, contingent upon the completion of a Business Combination[162]. - Roth provided financial advisory services for a fee of $510,000, with a deferred fee of up to $1,190,000 payable upon the closing of a Business Combination[164]. Business Combination Agreement - The GrabAGun Business Combination Agreement includes a total consideration of $150,000,000, comprising $100,000,000 in Pubco Common Stock and $50,000,000 in cash[31]. - The GrabAGun Business Combination will result in the company and GrabAGun becoming wholly-owned subsidiaries of Pubco, which will be publicly traded[30]. - The company must complete its initial Business Combination by February 24, 2026, or face termination and distribution of Trust Account funds[26]. - The transactions are subject to various conditions, including shareholder approval and maintaining at least $5,000,001 in consolidated net tangible assets prior to closing[44]. - The GrabAGun Business Combination Agreement mandates that the board of directors of Pubco will consist of nine members, with specific designations from both the company and GrabAGun[40]. - The GrabAGun Business Combination Agreement is subject to various closing conditions, including the accuracy of representations and warranties related to organization, capitalization, and material adverse effects[46]. - The agreement may be terminated if the closing does not occur by August 1, 2025, or under other customary circumstances[48]. - GrabAGun has agreed to waive any claims against the Company's trust account held for public shareholders[51]. - The fair market value of GrabAGun was determined to be substantially in excess of 80% of the funds in the trust account, satisfying NYSE rules[70]. Financial Performance and Projections - For the year ended December 31, 2024, the company reported a net income of $5,758,466, primarily from interest earned on marketable securities held in the Trust Account, totaling $8,778,260[149]. - As of December 31, 2024, the company had cash and marketable securities in the Trust Account amounting to $177,634,717, including approximately $9,634,717 of interest income[155]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its Business Combination[148]. - The company incurred operating expenses of $3,019,794 for the year ended December 31, 2024[149]. - The company has withdrawn $2 million from the Trust Account for working capital purposes as of December 31, 2024[153]. - The company faces substantial doubt about its ability to continue as a going concern if a Business Combination is not consummated by February 24, 2026[159]. Shareholder Rights and Redemption - The company must ensure net tangible assets are at least $5,000,001 to consummate the initial Business Combination[85]. - Shareholder approval is required if the company issues more than 20% of Class A Ordinary Shares or if certain ownership thresholds are met[77]. - The company will provide Public Shareholders the opportunity to redeem shares either through a general meeting or a tender offer[86]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent[95]. - The company has until February 24, 2026, to complete the initial Business Combination, or it will cease operations and redeem Public Shares at a per-share price equal to the amount in the Trust Account[103]. - The per-share redemption amount upon dissolution is expected to be approximately $10.00, but may be less due to creditor claims[107]. - If redemptions exceed available cash, the company will not complete the initial Business Combination[85]. - If the aggregate cash consideration required for redemptions exceeds available cash, the company will not complete the Business Combination or redeem any shares[94]. Management and Governance - The Management Team has extensive experience across various sectors, positioning the Company to identify and execute business combination opportunities[67]. - Omeed Malik serves as the Chief Executive Officer and Chairman of the Board, with significant experience in investment banking and hedge fund advisory[187]. - Joe Voboril, the Chief Financial Officer and Co-President, has a background in public market investing and hedge fund advisory, co-creating the Hedge Fund Advisory group at Bank of America[190][192]. - Andrew Nasser, Co-President and Chief Investment Officer, has reviewed hundreds of investment opportunities in technology sectors and facilitated transactions for multiple blank check companies[195]. - Jordan Cohen, Chief Operating Officer, has over twenty years of experience in consumer and technology investments, previously managing a multi-strategy portfolio[196]. - The company has a strong leadership team with diverse backgrounds in finance, investment banking, and corporate governance, enhancing its strategic direction[189][190][191][195][196][204][205][206]. - The Board of Directors consists of five members, divided into three classes, with each class serving a three-year term[210]. - The Audit Committee is comprised solely of independent directors, including Messrs. Kavanaugh and Buskirk, and Ms. Willoughby[216]. - The Compensation Committee is responsible for overseeing executive compensation and may retain external advisers while considering their independence[219]. - The Nominating and Corporate Governance Committee evaluates the CEO's performance and recommends compensation adjustments[221]. Risks and Challenges - The company may face competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[115]. - The company may not be able to complete its initial Business Combination within the prescribed time frame, which could adversely affect shareholder returns[126]. - The company is subject to risks related to market conditions, economic uncertainty, and potential military conflicts that could affect its ability to consummate a Business Combination[126]. - The company may engage underwriters for additional services post-IPO, which could create potential conflicts of interest[126]. - The company has not secured third-party financing for the Business Combination, which may affect its options[74].

Core Insights - The Pulte Family Office has invested in GrabAGun, which is associated with Colombier Acquisition Corp II, trading under the ticker CLBR [1] - The Chairman of The Pulte Family Office expressed enthusiasm for the SPAC merger and highlighted the company's potential for future investments, especially after achieving profitability with $99.5 million in revenue [2] Company Overview - GrabAGun is a rapidly growing, digitally native retailer specializing in firearms, ammunition, related accessories, and products for outdoor enthusiasts, targeting the next generation of firearms enthusiasts and sportsmen [3]

Financial Performance - The company had a net income of $1,440,771 for the three months ended September 30, 2024, primarily from interest earned on marketable securities of $2,266,437, offset by operating expenses of $825,666[114]. - For the nine months ended September 30, 2024, the company reported a net income of $4,754,520, with interest income of $6,735,555 and operating expenses totaling $1,981,035[114]. - The company incurred net cash used in operating activities of $1,726,456 for the nine months ended September 30, 2024[118]. Cash and Securities - As of September 30, 2024, the company held approximately $176,592,012 in cash and marketable securities in the Trust Account, including $6,592,012 of interest income[121]. - The company plans to withdraw up to $1,000,000 annually from the Trust Account for working capital needs related to the Business Combination[119]. Initial Public Offering - The company completed its Initial Public Offering on November 24, 2023, raising gross proceeds of $170,000,000 from the sale of 17,000,000 Units[117]. Business Combination - The company has until November 24, 2025, to complete a Business Combination, with a potential extension to February 24, 2026, if certain conditions are met[109]. - The company may need to raise additional capital to meet working capital needs, which raises substantial doubt about its ability to continue as a going concern if a Business Combination is not consummated[125]. Debt and Obligations - The company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2024[126]. - The company has contractual obligations of $10,000 per month for administrative services and $60,000 per month for executive services, ceasing upon the completion of the Business Combination[127]. Accounting Standards - The company has adopted ASU 2016-13 regarding the measurement of credit losses, effective November 24, 2023, with no impact on the financial statements[134]. - ASU 2020-06 was adopted by the company on September 27, 2023, simplifying the accounting for convertible instruments, with no effect on the financial statements[136]. - Management believes that no recently issued accounting standards will have a material effect on the financial statements[137]. Equity and Shares - The company classifies ordinary shares subject to possible redemption as temporary equity, reflecting uncertain future events[131]. - Net income per ordinary share is calculated by dividing net income by the weighted average number of ordinary shares outstanding, excluding accretion from redeemable shares[133]. - The company assesses warrants for equity or liability classification based on specific terms and conditions, concluding that public and private placement warrants qualify for equity treatment[132]. Reporting Classification - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[138]. - The company has not identified any critical accounting estimates that could materially differ from actual results[130].

Financial Performance - For the three months ended June 30, 2024, the company reported a net income of $1,653,670, primarily from interest earned on marketable securities of $2,240,420, after incurring operating expenses of $586,750 [94]. - For the six months ended June 30, 2024, the net income was $3,313,749, with interest income of $4,469,118 and operating expenses totaling $1,155,369 [95]. - As of June 30, 2024, the company held approximately $174,325,575 in cash and marketable securities in the Trust Account, including $4,469,118 of interest income [99]. - The company has not generated any operating revenues to date and does not expect to do so until after completing a Business Combination [94]. Initial Public Offering - The company completed its Initial Public Offering on November 24, 2023, raising gross proceeds of $170 million from the sale of 17 million Units at $10.00 per Unit [97]. - The underwriters of the Initial Public Offering are entitled to a cash underwriting fee of $2,550,000, with an additional deferred fee of $5,950,000 payable upon completion of a Business Combination [105]. Business Combination - The company has until November 24, 2025, to complete a Business Combination, with a potential extension to February 24, 2026, if certain conditions are met [91]. - The company may withdraw up to $1,000,000 annually from the Trust Account for working capital purposes related to the Business Combination [98]. Expenses and Fees - The company incurred $30,000 and $60,000 in fees under the Administrative Services Agreement for the three and six months ended June 30, 2024, respectively [104]. - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2024 [103]. Accounting Policies - The company accounts for Warrants as either equity-classified or liability-classified instruments based on specific terms and applicable guidance, concluding that Public and Private Placement Warrants qualify for equity accounting treatment [108]. - Net income per Ordinary Share is calculated by dividing net income by the weighted average number of Ordinary Shares outstanding, with accretion from redeemable Ordinary Shares excluded from this calculation [109]. - The company adopted ASU 2016-13 regarding the measurement of credit losses on financial instruments as of November 24, 2023, with no effect on the unaudited condensed financial statements [110]. - ASU 2020-06 was adopted by the company as of September 27, 2023, simplifying the accounting for convertible instruments, with no effect on the financial statements [112]. - Management does not anticipate that recently issued accounting standards will materially affect the financial statements [113]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [114].

Financial Performance - The company had a net income of $1,660,079 for the three months ended March 31, 2024, primarily from interest earned on marketable securities of $2,228,698, offset by operating expenses of $568,619[121]. - For the three months ended March 31, 2024, net cash used in operating activities was $509,127, with net income affected by interest earned on marketable securities and changes in operating assets and liabilities[124]. Cash and Securities - As of March 31, 2024, the company had cash and marketable securities held in the Trust Account totaling $173,085,155, including approximately $3,085,155 of interest income[127]. - The company plans to use substantially all funds held in the Trust Account to complete its Business Combination, with remaining proceeds intended for working capital to finance operations of the target business[127]. Initial Public Offering - The company completed its Initial Public Offering on November 24, 2023, raising gross proceeds of $170,000,000 from the sale of 17,000,000 Units at $10.00 per Unit[123]. Expenses and Financing - The company incurred expenses related to being a public company, including legal, financial reporting, accounting, and auditing compliance costs[120]. - The company has entered into agreements for administrative and executive services, with monthly fees totaling $70,000, which will cease upon completion of the initial Business Combination[132]. - The company may need to obtain additional financing to complete its Business Combination or if a significant number of Public Shares are redeemed[130]. Regulatory Environment - The SEC adopted the 2024 SPAC Rules, effective July 1, 2024, which may materially affect the company's ability to negotiate and complete its initial Business Combination[117]. Debt and Financing Arrangements - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2024[131]. Accounting Standards - The company adopted ASU 2016-13 on November 24, 2023, with no effect on the unaudited condensed financial statements[140]. - The company adopted ASU 2020-06 on September 27, 2023, with no effect on the unaudited condensed financial statements[141]. - The effective date for ASU 2020-06 is for fiscal years beginning after December 15, 2023[141]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[143]. - Management does not anticipate that recently issued accounting standards will materially affect the financial statements[142].

IPO and Financial Proceeds - The company completed its Initial Public Offering on November 24, 2023, raising gross proceeds of $170 million from the sale of 17 million units at $10.00 per unit[21]. - A private sale of 5 million Private Placement Warrants generated an additional $5 million, bringing total proceeds to $175 million, with $170 million placed in a Trust Account[22]. - The Trust Account holds a total of $170 million, which includes $167.45 million from the IPO and $2.55 million from a Private Placement, with investments limited to U.S. government securities and money market funds[155]. - As of December 31, 2023, the company had cash and marketable securities in the Trust Account totaling $170,856,457, including approximately $856,457 of interest income[170]. - The company may incur up to $300,000 in loans under the IPO Promissory Note to cover offering-related expenses[60]. - The company may issue up to $1,500,000 in Working Capital Loans convertible into warrants at $1.00 per warrant[60]. Business Combination Requirements - The company must complete its initial Business Combination by November 24, 2025, with a possible extension to February 24, 2026, if certain conditions are met[23]. - The company must complete an initial Business Combination with a target business or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account[54]. - The company anticipates structuring the initial Business Combination to acquire 100% of the equity interests or assets of the target business, but may acquire less than 100% under certain conditions[55]. - The company will only consummate an initial Business Combination if net tangible assets are at least $5,000,001 either immediately prior to or upon consummation[81]. - The company will only complete the initial Business Combination if it receives the approval of an ordinary resolution passed by a simple majority of the shareholders[84]. - The company must complete its Business Combination by November 20, 2026, to comply with NYSE rules[126]. Management and Strategy - The management team has a track record of raising over $3.5 billion in growth capital and successfully completed the Colombier 1 Business Combination, acquiring PublicSq. for approximately $200 million[42]. - The management team aims to leverage its extensive network and capital markets expertise to identify and execute compelling Business Combination opportunities[29]. - The management team emphasizes the importance of a committed and capable management team in potential acquisition targets, aligning interests with investors[50]. - The company is focused on industries that complement its management team's background and network, aiming to capitalize on identified business opportunities[36]. - The company is targeting businesses with an enterprise value between $150 million and $2 billion, focusing on scalable growth platforms and strong competitive positioning[50]. - The company is focused on providing financing to high growth venture-backed companies in the EIG economy[202]. Shareholder Rights and Redemption - The company will provide Public Shareholders with the opportunity to redeem their shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[79]. - Public Shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent from the company[92]. - The redemption process requires Public Shareholders to deliver their share certificates or electronically transfer their shares to the transfer agent two business days prior to the vote on the initial Business Combination[94]. - The estimated per-share redemption amount upon liquidation is approximately $10.05, but this may be reduced due to creditor claims against the Trust Account[103]. - If the initial Business Combination is not completed, the company will redeem Public Shares at a per-share price equal to the aggregate amount in the Trust Account, subject to certain conditions[99]. - Shareholders must exercise their redemption rights to receive funds from the Trust Account, and voting alone does not entitle them to redemption[109]. Financial Performance and Expenses - The company reported a net income of $414,496 for the period from September 27, 2023, to December 31, 2023, primarily from interest earned on marketable securities of $856,457, offset by operating expenses of $441,961[164]. - The company incurred net cash used in operating activities of $680,873 during the same period, influenced by various operational expenses and changes in operating assets and liabilities[167]. - The company has no off-balance sheet financing arrangements or long-term debt obligations as of December 31, 2023[175]. - The company has entered into agreements for administrative and executive services, incurring monthly fees of $10,000 and $60,000, respectively, which will cease upon the completion of the initial Business Combination[176]. - The company expects to incur significant costs in pursuing its acquisition plans and cannot assure shareholders of successful completion of a Business Combination[161]. Risks and Challenges - The company may face conflicts of interest due to management's ownership of Founder Shares and Private Placement Warrants, potentially influencing acquisition decisions[62]. - The company may lack diversification post-Business Combination, relying on the performance of a single business[67]. - Economic uncertainties, including inflation and interest rate increases, could adversely affect the company's ability to consummate a Business Combination[124]. - Cyber incidents or attacks could lead to significant operational disruptions and financial losses for the company[128]. - The company faces competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[110]. Compliance and Reporting - The company has registered its Units, Public Shares, and Public Warrants under the Exchange Act and is subject to periodic reporting obligations[112]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements[117]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds[119]. - The company is a "smaller reporting company," allowing it to provide only two years of audited financial statements[120]. - The company is subject to the SEC's 2024 SPAC Rules, which may increase costs and time needed to complete a Business Combination[132]. Management Team and Board - The board includes experienced professionals with backgrounds in finance, investment banking, and corporate governance[199]. - Ryan Kavanaugh, a director, has produced films generating over $20 billion in worldwide box office revenue[209]. - Chris Buskirk, a director, has founded multiple finance businesses and has significant investment experience[216]. - Candice Willoughby joined the Board of Directors in November 2023, bringing over 20 years of capital markets and investment management experience[217]. - Michael Seifert has served as a director since November 2023, previously holding positions as President and CEO of PSQ Holdings, Inc., which was renamed PublicSq. Inc. after a business combination on July 19, 2023[219].