[DEFA14A] Colombier Acquisition Corp. II Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Bank of Montreal is marketing US$[ ] Senior Medium-Term Notes, Series K, titled Autocallable Barrier Notes with Memory Coupons due July 06 2027, linked to the common stock of Devon Energy Corporation (DVN). The structured notes pay a contingent coupon of 3.375% per quarter (≈13.50% p.a.) whenever DVN’s closing level on a quarterly Observation Date is at or above the Coupon Barrier (69% of the Initial Level). A “Memory” feature retroactively pays any missed coupons once the barrier is met.

Starting 30 Dec 2025, the notes are automatically callable on any Observation Date if DVN closes above the Call Level (100% of Initial Level); investors then receive par plus the due coupon(s) and the contract terminates early.

If not called, principal repayment on 06 Jul 2027 depends on DVN’s final level. • No Trigger Event (DVN ≥69% of Initial): investor receives full principal plus any owed coupons. • Trigger Event (DVN <69% of Initial): investor receives a Physical Delivery Amount of DVN shares (or BMO-elected cash equivalent) worth 1-for-1 less than principal, exposing investor to full downside below the Trigger.

Key mechanics and terms:

• Denomination: $1,000; price to public 100%.
• Agent (BMO Capital Markets) commission: up to 1.85% (includes up to 0.10% structuring fee).
• Estimated initial value: $966.30 per $1,000 (96.63% of face), not less than $920 on Pricing Date.
• Unsecured, unsubordinated obligations of BMO; subject to BMO credit risk; not listed on any exchange.
• Investing is not equivalent to owning DVN shares and offers no upside participation beyond coupons.

The notes target investors seeking high periodic income with conditional principal protection, who are comfortable with equity risk in DVN, early redemption, illiquidity, and the credit risk of Bank of Montreal.

Positive

• High contingent income: 3.375% per quarter (≈13.50% p.a.) with Memory Coupon feature that recovers missed payments.
• Moderate barrier levels: Coupon Barrier and Trigger both set at 69% of Initial Level, providing a 31% downside cushion before loss of principal.
• Automatic redemption: Opportunity for early return of capital at par plus coupon if DVN closes above its initial price, reducing duration risk.

Negative

• No upside participation: Investors cannot benefit from any appreciation in DVN beyond coupon payments.
• Principal at risk: If DVN falls below the 69% Trigger at maturity, losses are 1-for-1 with the stock price decline.
• Credit exposure: Payments depend on Bank of Montreal’s ability to pay, as the notes are unsecured obligations.
• Illiquidity: Notes will not be listed on any exchange, limiting secondary market options.
• Issuance premium: Estimated initial value 96.63% implies investors pay about 3.4% above fair value, plus up to 1.85% selling commissions.

Insights

Structured-Products Analyst

TL;DR: 13.5% memory coupons look attractive, but downside and illiquidity offset benefits; overall risk-reward appears balanced.

The offering delivers above-market income via a 3.375% quarterly coupon as long as Devon Energy stays above 69% of its initial price. The 100% call level means investors may be redeemed after only two quarters, limiting income longevity. The 69% trigger offers moderate cushion, yet investors face full downside below that threshold through share delivery, with no participation in upside. Estimated initial value of 96.63% indicates a 3.4-point issuance premium plus up to 1.85% selling costs, a typical but material drag. Lack of listing and BMO credit exposure add liquidity and issuer risks. For yield-oriented accounts comfortable with Devon Energy price volatility and early call, the structure can be suitable; otherwise, the asymmetric payoff may disappoint.

Credit & Risk Analyst

TL;DR: Investors assume BMO unsecured credit plus single-stock concentration; risk profile is high despite coupon.

Because the notes are senior unsecured claims on Bank of Montreal, any payment hinges on the bank’s solvency. While BMO is investment-grade, contagion or systemic stress could impair repayment. Equity risk is concentrated in a single mid-cap energy issuer, magnifying volatility around commodity cycles. The 69% trigger provides limited protection; historical drawdowns in Devon Energy have exceeded this level several times. Investors also bear reinvestment risk from early calls, and secondary liquidity is minimal as the notes will not be exchange-listed. Taken together, risk factors counterbalance the headline 13.5% yield, making the product neutral to slightly negative for conservative portfolios.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 20, 2025

Colombier Acquisition Corp. II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41874		86-1753949
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

214 Brazilian Avenue, Suite 200-J Palm Beach, FL		33480
(Address of principal executive offices)		(Zip Code)

(561) 805-3588

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☒ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one warrant		CLBR.U		New York Stock Exchange
Shares of Class A common stock		CLBR		New York Stock Exchange
Warrants included as part of the units		CLBR.WS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On June 20, 2025, Colombier Acquisition Corp. II (“Colombier II”) announced that an extraordinary general meeting (the “Meeting”) of Colombier II shareholders will be held for Colombier II shareholders of record as of June 20, 2025 (the “Record Date”) to consider and vote on proposals related to Colombier II’s previously announced initial business combination transaction (the “Business Combination”) with Metroplex Trading Company LLC (d/b/a GrabAGun.com) (“GrabAGun”). The Meeting will be held on July 15, 2025, at 10:00 a.m. Eastern Time, in a virtual meeting format at www.cstproxy.com/colombierspacii/2025. For the purposes of the Colombier II governing documents, the Meeting may also be attended in person at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105-0302.  Only Colombier II shareholders of record as of the Record Date will be entitled to vote at the Meeting. Further information about the Meeting and how shareholders can vote their shares in connection with the Meeeting is contained in Colombier II’s definitive proxy statement (the “Proxy Statement”) related to the Business Combination filed with the Securities and Exchange Commission (the “SEC”). Shareholders are encouraged to review carefully the disclosures and voting information in the Proxy Statement in advance of the Meeting and to contact Colombier II’s proxy solicitor with any questions or to obtain copies of proxy materials. Copies of the Proxy Statement and a registration statement on Form S-4 (the “Registration Statement”) filed by Colombier II, as registrant, and GrabAGun, as co-registrant, are available, free of charge, at the SEC’s website accessible at SEC.gov.

On June 20, 2025, Colombier II issued a press release announcing the effectiveness of the Registration Statement for the Business Combination, the Record Date for the Meeting and the scheduling of the Meeting. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K.

Forward-Looking Statements

The information in this Current Report on Form 8-K includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “forecast,” “intend,” “may,” “will,” “expect,” “continue,” “should,” “would,” “anticipate,” “believe,” “seek,” “target,” “predict,” “potential,” “seem,” “future,” “outlook” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, references with respect to the anticipated benefits of the proposed Business Combination; GrabAGun’s ability to successfully execute its expansion plans and business initiatives; the sources and uses of cash of the proposed Business Combination; the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Business Combination; and expectations related to the terms and timing of the proposed Business Combination. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of GrabAGun’s and Colombier II’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of GrabAGun and Colombier II. These forward-looking statements are subject to a number of risks and uncertainties, including the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; the inability to recognize the anticipated benefits of the Business Combination; the inability of GrabAGun to maintain, and Pubco to obtain, as necessary, any permits necessary for the conduct of GrabAGun’s business, including federal firearm licenses issued pursuant to the Gun Control Act, 18 USC 921 et seq. and special occupational taxpayer stamps issued pursuant to the National Firearms Act, 26 USC 5849 et seq.; the disqualification, revocation or modification of the status of those persons designated by GrabAGun as Responsible Persons, as such term is defined in 18 U.S.C. 841(s); the ability to maintain the listing of Colombier II’s securities on a national securities exchange; the ability to obtain or maintain the listing of Pubco’s securities on the NYSE following the Business Combination; costs related to the Business Combination; changes in business, market, financial, political and legal conditions; risks relating to GrabAGun’s operations and business, including information technology and cybersecurity risks, and deterioration in relationships between GrabAGun and its employees; GrabAGun’s ability to successfully collaborate with business partners; demand for GrabAGun’s current and future offerings; risks that orders that have been placed for GrabAGun’s products are cancelled or modified; risks related to increased competition; risks that GrabAGun is unable to secure or protect its intellectual property; risks of product liability or regulatory lawsuits relating to GrabAGun’s products; risks that the post-combination company experiences difficulties managing its growth and expanding operations; the risk that the Business Combination may not be completed in a timely manner, or at all, which may adversely affect the price of Colombier II’s securities; the risk that the Business Combination may not be completed by Colombier II’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Colombier II; the failure to satisfy the conditions to the consummation of the Business Combination; the outcome of any legal proceedings that may be instituted against GrabAGun, Colombier II, Pubco or others with respect to the proposed Business Combination and transactions contemplated thereby; the ability of GrabAGun to execute its business model; and those risk factors discussed in documents of Pubco and Colombier II filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Colombier II nor GrabAGun presently know or that Colombier II and GrabAGun currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Colombier II’s, Pubco’s and GrabAGun’s expectations, plans or forecasts of future events and views as of the date of this Current Report on Form 8-K. Colombier II, Pubco and GrabAGun anticipate that subsequent events and developments will cause Colombier II’s, Pubco’s and GrabAGun’s assessments to change. However, while Colombier II, Pubco and GrabAGun may elect to update these forward-looking statements at some point in the future, Colombier II, Pubco and GrabAGun specifically disclaim any obligation to do so. Readers are referred to the most recent reports filed with the SEC by Colombier II. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by U.S. federal securities laws.

Important Information About the Transactions and Where to Find It

Pubco, as registrant, and GrabAGun, as co-registrant, have filed a Registration Statement on Form S-4 (as may be amended, the “Registration Statement”) with SEC, which has, as of the date of this Current Report, been declared effective. The Registration Statement includes a preliminary proxy statement of Colombier II and a prospectus in connection with the proposed Business Combination involving Colombier II, Pubco, Colombier Merger Sub, GrabAGun Merger Sub and GrabAGun, that is the subject of the Business Combination Agreement.

Colombier II has also filed or will file with the SEC a definitive proxy statement (the “Proxy Statement”) containing important information about the Meeting and how Colombier II shareholders as of the Record Date established for purposes of the Meeting can vote their shares.

SHAREHOLDERS OF COLOMBIER II AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT, AND AMENDMENTS THERETO, IN CONNECTION WITH COLOMBIER II’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT COLOMBIER II, GRABAGUN, PUBCO AND THE BUSINESS COMBINATION. Now that the Registration Statement has been declared effective, Colombier will mail the definitive proxy statement/prospectus and a proxy card to each shareholder of Colombier as of the Record Date. Shareholders will also be able to obtain copies of the Registration Statement and the Proxy Statement, without charge, on the SEC’s website at www.sec.gov or by directing a request to: Colombier Acquisition Corp. II, 214 Brazilian Avenue, Suite 200-J, Palm Beach, FL 33480; e-mail: colombier@icrinc.com.

Participants in the Solicitation

Pubco, Colombier II, GrabAGun, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Colombier II in connection with the Business Combination. Colombier II’s shareholders and other interested persons may obtain more detailed information regarding the names, affiliations, and interests of certain of Colombier executive officers and directors in the solicitation by reading Colombier II’s final prospectus filed with the SEC on November 20, 2023 in connection with Colombier II’s initial public offering, Colombier II’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 11, 2025 and Colombier II’s other filings with the SEC, including the Registration Statement and the Proxy Statement. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination, which may, in some cases, be different from those of shareholders generally, is set forth in the Proxy Statement. These documents can be obtained free of charge from the source indicated above.

Disclaimer

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated June 20, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	Colombier Acquisition Corp. II
Date: June 20, 2025	By:	/s/ Omeed Malik
		Name:	Omeed Malik
		Title:	Chief Executive Officer

FAQ

What contingent coupon does the BMO Autocallable Barrier Note pay?

The note pays 3.375% per quarter, approximately 13.50% per annum, when DVN’s closing level is at or above 69% of its Initial Level.

When can the notes linked to DVN be automatically redeemed?

Starting December 30 2025, if DVN closes above 100% of its Initial Level on any Observation Date, the notes are called and repay par plus the due coupon.

How much principal protection do investors have at maturity?

None. If DVN’s final level is below 69% of Initial, investors receive DVN shares (or cash) worth less than principal, losing 1% for every 1% decline.

What is the estimated initial value versus the purchase price?

BMO estimates an initial value of $966.30 per $1,000 note (96.63% of face), reflecting a built-in premium and fees.

Are the notes traded on an exchange?

No. The notes will not be listed on any securities exchange, which can limit liquidity.