--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-25-065768" form_type: "8-K" ticker: "PEW" cik: "0002051380" company_name: "GrabAGun Digital Holdings Inc." filed_at: "2025-07-18T23:59:59+00:00" generated_at: "2026-05-18T05:51:30.255352+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # GrabAGun Digital completes business combination with Colombier; begins trading on NYSE ## Summary - Closing on July 15, 2025: GrabAGun becomes wholly owned subsidiary; $119M trust proceeds delivered to the company. - GrabAGun members receive 10M shares of common stock and $50M aggregate cash consideration. - Post-closing: 31,545,268 shares outstanding; common stock and warrants start trading July 16 under PEW and PEWW. - Executive officers Marc Nemati, Matthew Vittitow, Justin Hilty each receive 2.5M shares (7.93% beneficial ownership). - Lock-up period for sponsor shares amended to 6 months or when PEW price ≥$15 for 20 of 30 trading days. ## SEC filing metadata - accession: 0001213900-25-065768 - form_type: 8-K - ticker: PEW - cik: 0002051380 - company_name: GrabAGun Digital Holdings Inc. - filed_at: 2025-07-18T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.01, 5.02, 9.01, 3.03, 4.01, 5.01, 5.03, 5.05, 5.06, 5.07, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2051380/000121390025065768/0001213900-25-065768-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2051380/000121390025065768/ea0249488-8k_graba.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-25-065768 - JSON: https://secwatch.observer/filing/0001213900-25-065768.json - Plain text: https://secwatch.observer/filing/0001213900-25-065768.txt ## Key facts - Auditor Changes GrabAGun Digital Holdings Inc. engaged Weaver & Tidwell LLP as its auditor. - Action: engagement - Auditor: Weaver & Tidwell LLP source text: On July 17, 2025, the audit committee of the Company approved the engagement of Weaver & Tidwell LLP (“ Weaver ”) as the independent registered public accounting firm evidence_url: https://www.sec.gov/Archives/edgar/data/2051380/000121390025065768/0001213900-25-065768-index.htm - Governance Changes GrabAGun Digital Holdings Inc.: The Company's board of directors approved and adopted amended and restated Bylaws, effective as of the closing of the Business Combination (effective 2025-07-15). - Change: bylaw amendment - Effective: 2025-07-15 source text: On the Closing Date, the Company’s board of directors approved and adopted the Amended and Restated Bylaws of the Company (the “ Bylaws ”), effective as of the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/2051380/000121390025065768/0001213900-25-065768-index.htm - Governance Changes GrabAGun Digital Holdings Inc.: The Company adopted a new code of business conduct and ethics applicable to its employees, officers, and directors (effective 2025-07-15). - Change: code of ethics - Effective: 2025-07-15 source text: In connection with the Closing of the Business Combination, on July 15, 2025 and effective as of such date, the Company’s board of directors adopted a new code of business conduct and ethics (the “ Code ”) applicable to the Company’s employees, officers, and directors. evidence_url: https://www.sec.gov/Archives/edgar/data/2051380/000121390025065768/0001213900-25-065768-index.htm - Governance Changes GrabAGun Digital Holdings Inc.: The Company amended and restated its Certificate of Formation to increase authorized shares to 210,000,000, require cause for director removal with a 66-2/3% supermajority vote, and change other voting thresholds (effective 2025-07-15). - Change: charter amendment - Effective: 2025-07-15 source text: At the Special Meeting, the Colombier shareholders approved an Amended and Restated Certificate of Formation of the Company (the “ Certificate of Formation ”) to replace the Company’s current certificate of formation following the Business Combination. The Certificate of Formation, among other things, increased the total number of authorized shares of the Company’s capital stock to 210,000,000 shares, provided that directors can only be removed for cause at a meeting called for such purpose by the affirmative vote of shareholders representing at least sixty-six and two-thirds percent (66-2/3%) of voting power of the outstanding shares of Company Common Stock and amended certain other voting thresholds. evidence_url: https://www.sec.gov/Archives/edgar/data/2051380/000121390025065768/0001213900-25-065768-index.htm - Governance Changes GrabAGun Digital Holdings Inc.: As a result of the Business Combination, the Company ceased to be a shell company (effective 2025-07-15). - Change: shell status - Effective: 2025-07-15 source text: As a result of the Business Combination, the Company ceased to be a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/2051380/000121390025065768/0001213900-25-065768-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.