Amendment: GrabAGun Digital Holdings Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
August 14, 2025 (
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CURRENT REPORT ON FORM 8-K/A
GrabAGun Digital Holdings Inc.
August 14, 2025
Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of GrabAGun Digital Holdings Inc., a Texas corporation (the “Company”), filed on July 18, 2025 (the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report).
The Company is filing this Amendment No. 1 in order to include:
(a) the unaudited condensed financial statements of Colombier Acquisition Corp. II (now known as GAG Surviving Corporation, Inc. following a subsidiary merger in connection with the Business Combination) (“Colombier”), as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 as Exhibit 99.1;
(b) Management’s Discussion and Analysis of Financial Condition and Results of Operations of Colombier for the three and six months ended June 30, 2025 and 2024 as Exhibit 99.2;
(c) the unaudited financial statements of Metroplex Trading Company LLC doing business as GrabAGun.com (now known as GrabAGun LLC following a subsidiary merger in connection with the Business Combination) (“GrabAGun”), as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 as Exhibit 99.3;
(d) Management’s Discussion and Analysis of Financial Condition and Results of Operations of GrabAGun for the three and six months ended June 30, 2025 and 2024 as Exhibit 99.4; and
(e) the unaudited pro forma condensed combined financial information of Colombier, GrabAGun and the Company as of and for the six months ended June 30, 2025 and the year ended December 31, 2024 as Exhibit 99.5.
This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. Except to the extent that such information is inconsistent with the information contained in this Amendment No. 1, the information previously reported in or filed with the Original Report is hereby incorporated herein by reference. Capitalized terms used but not defined herein have the meanings assigned to them in the Original Report.
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Item 2.01. Completion of Acquisition or Disposition of Assets.
Financial Information
The description of management’s discussion and analysis of financial condition and results of operations of Colombier for the three and six months ended June 30, 2025 and 2024 is set forth in Exhibit 99.2 to this Amendment No. 1, and is incorporated herein by reference.
The description of management’s discussion and analysis of financial condition and results of operations of GrabAGun for the three and six months ended June 30, 2025 and 2024 is set forth in Exhibit 99.4 to this Amendment No. 1, and is incorporated herein by reference.
Quantitative and Qualitative Disclosures about Market Risk
The description of the Company’s quantitative and qualitative disclosures about market risk is contained in the information set forth in Exhibit 99.2 and Exhibit 99.4 to this Amendment No. 1, which is incorporated herein by reference.
Financial Statements, Supplementary Data and Exhibits
Reference is made to the information set forth in sections (a) and (b) of Item 9.01 of this Amendment No. 1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The unaudited condensed financial statements of Colombier as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 and the related notes, are attached as Exhibit 99.1 hereto and are incorporated herein by reference. Also included as Exhibit 99.2 and incorporated herein by reference is Management’s Discussion and Analysis of Financial Condition and Results of Operations of Colombier for the three and six months ended June 30, 2025 and 2024.
The unaudited financial statements of GrabAGun as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 and the related notes, are attached as Exhibit 99.3 hereto and are incorporated herein by reference. Also included as Exhibit 99.4 and incorporated herein by reference is Management’s Discussion and Analysis of Financial Condition and Results of Operations of GrabAGun for the three and six months ended June 30, 2025 and 2024.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of GrabAGun, Colombier and the Company as of and for the six months ended June 30, 2025 and the year ended December 31, 2024 is filed as Exhibit 99.5 hereto and is incorporated herein by reference.
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GRABAGUN DIGITAL HOLDINGS INC. | |||
| Date: August 14, 2025 | By: | /s/ Marc Nemati | |
| Name: | Marc Nemati | ||
| Title: | President and Chief Executive Officer | ||
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