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): October 26, 2026
GrabAGun Digital Holdings Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
| Texas |
|
001-42748 |
|
33-4289144 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
|
|
| 200 East Beltline Road, Suite 403 Coppell, Texas |
|
75019 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (972) 552-7246
(Former name or former address, if changed since last report)
Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| |
☐ |
Written communications 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 |
| Common Stock, par value $0.0001 per share |
|
PEW |
|
New York Stock Exchange |
|
|
|
|
NYSE Texas |
| Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share |
|
PEWW |
|
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 1.01 |
Entry into a Material Definitive Agreement. |
On October 26, 2026, GrabAGun Digital Holdings Inc., a Texas corporation (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”), by and among the Company, Camfour Holding, Inc., a Massachusetts corporation (“Seller”), and the shareholders of Seller set forth on the signature pages thereto (collectively with Seller, the “Selling Parties”), pursuant to which, and subject to the terms and conditions set forth therein, (i) Camfour Inc. was converted from a Massachusetts corporation to a Texas limited liability company named Camfour LLC (“Camfour”) and (ii) the Company acquired 100% of the issued and outstanding membership interests in Camfour from Seller, free and clear of any and all liens (the “Acquisition”). On October 26, 2026, the parties to the Purchase Agreement completed the Acquisition (the “Closing”) and Camfour became a direct wholly owned subsidiary of the Company.
Camfour is a wholesale distributor of firearms, ammunition and outdoor products, serving independent retailers with wholesale ordering, sales coverage and business-to-business credit. Prior to the Acquisition, Camfour was a vendor to the Company.
Pursuant to the Purchase Agreement, the aggregate purchase price for the Acquisition consisted of (i) a closing cash payment equal to $34.0 million, less the Retainage Escrow Amount, the Indemnity Escrow Amount and the A/R Escrow Amount (each term as defined below), subject to certain adjustments as set forth in the Purchase Agreement (the “Cash Payment”), (ii) a retainage escrow amount equal to $119,000 (the “Retainage Escrow Amount”), (iii) an indemnity escrow amount equal to $1,700,000 (the “Indemnity Escrow Amount”) and (iv) an accounts receivable escrow amount equal to the aggregate amount of certain unpaid accounts receivable of Camfour invoiced under non-standard installment payment terms, less $1,000,000 (the “A/R Escrow Amount” and collectively with the Cash Payment, the Retainage Escrow Amount and the Indemnity Escrow Amount, the “Purchase Price”). The Purchase Price was paid entirely with cash in a lump sum payment, and was funded with cash on hand. The Purchase Price is subject to customary purchase price adjustments as set forth in the Purchase Agreement, including net working capital, closing indebtedness, closing cash and transaction expense adjustments. The Retainage Escrow Amount, the Indemnity Escrow Amount and the A/R Escrow Amount will be held in escrow and released to the Company or the Seller, as applicable, after the Closing as and to the extent provided in the Purchase Agreement to satisfy any purchase price adjustments, losses relating to breaches of representations and warranties, the Seller’s other indemnification obligations and unpaid accounts receivable invoiced under non-standard payment terms, if any.
The Purchase Agreement contains customary representations, warranties and obligations of the Company and the Selling Parties, including, among others, certain confidentiality, non-competition and non-solicitation covenants. The Selling Parties also agreed to cooperate with the Company in providing written notice to the Bureau of Alcohol, Tobacco, Firearms & Explosives (ATF) of the change of control of Camfour and to assist in the transition of certain federal, state and local licenses and permits relating to Camfour’s firearms business. The parties each have customary indemnification obligations and rights under the terms of the Purchase Agreement, including with respect to breaches of certain representations and warranties and failure to observe and perform certain covenants, subject to certain limitations, including a deductible, caps on liability and survival periods.
More specifically, the Purchase Agreement provides that the Selling Parties will jointly and severally indemnify the Company for, among other things, breaches of certain representations and warranties, breaches of covenants, pre-closing tax liabilities, certain undisclosed transaction expenses and indebtedness, and certain specified matters, in each case subject to certain deductibles, caps on liability and survival periods. The survival period in the Purchase Agreement for non-fundamental representations and warranties is 18 months from Closing, with certain fundamental representations surviving for seven years and tax, employee benefits and environmental representations surviving until 90 days after the expiration of the applicable statute of limitations. The Company also obtained representations and warranties insurance coverage in connection with the Acquisition.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.
The Purchase Agreement attached as Exhibit 2.1 hereto is included to provide investors and security holders with information regarding its terms, and it is not intended to provide any other factual information about the Company, the Selling Parties or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement and only as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement and are qualified by information in confidential disclosure schedules provided by the Company and the Selling Parties in connection with the signing of the Purchase Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement were used for the purpose of allocating risk between the Company and the Selling Parties rather than establishing matters as facts. Information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be
fully reflected in the Company’s public disclosures. Accordingly, the representations and warranties in the Purchase Agreement should not be relied upon as characterizations of the actual state of facts about the Company or the Selling Parties, and the Purchase Agreement should be read in conjunction with the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents that are filed with the Securities and Exchange Commission (the “SEC”).
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The information set forth in Item 1.01 regarding the Acquisition is incorporated by reference into this Item 2.01.
| Item 7.01 |
Regulation FD Disclosure. |
On October 27, 2026, the Company issued a press release announcing the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated by reference herein. In addition, on October 27, 2026, the Company made available a supplemental investor presentation relating to the Acquisition. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report and is incorporated by reference herein.
The information included under Item 7.01 (including Exhibits 99.1 and 99.2) is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The Company intends to file the financial statements required by Item 9.01(a) with respect to the Acquisition described in Item 2.01 herein by amendment to this Current Report as soon as practicable and in any event not later than 71 days after the date on which this Current Report is required to be filed pursuant to Item 2.01.
(b) Pro Forma Financial Information.
The Company intends to file the pro forma financial information required by Item 9.01(b) with respect to the Acquisition described in Item 2.01 herein by amendment to this Current Report as soon as practicable and in any event not later than 71 days after the date on which this Current Report is required to be filed pursuant to Item 2.01.
(d) Exhibits
|
|
|
| Exhibit No. |
|
Description |
|
|
| 2.1* |
|
Membership Interest Purchase Agreement, dated October 26, 2026, by and among GrabAGun Digital Holdings Inc., Camfour Holding, Inc. and the shareholders set forth on the signature page thereto. |
|
|
| 99.1 |
|
Press Release of GrabAGun Digital Holdings Inc., dated October 27, 2026 (furnished pursuant to Item 7.01). |
|
|
| 99.2 |
|
Supplemental Investor Presentation of GrabAGun Digital Holdings Inc., dated October 27, 2026 (furnished pursuant to Item 7.01). |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * |
Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally to the SEC or its staff upon request. |

GRABAGUN DIGITAL HOLDINGS INC. | NYSE:
PEW ACQUISITION OF CAMFOUR SUPPLEMENTAL INVESTOR PRESENTATION October 27, 2026 Furnished as an exhibit to the Company’s Current Report on Form 8-K. Please read the important disclosures on the following page. Exhibit 99.2

IMPORTANT INFORMATION DISCLAIMER
FORWARD-LOOKING STATEMENTS Any statements other than statements of historical fact contained herein are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding GrabAGun held
by GrabAGun’s management team, including statements regarding the anticipated benefits of the Camfour acquisition, integration plans and priorities, and the expected operation of the Company’s businesses following the closing .
Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties, including those contained in GrabAGun’s SEC filings. Many factors could cause actual results to differ materially,
including that the Company may not realize the anticipated benefits of the transaction; that integration may take longer or cost more than expected; that key employees or dealer or manufacturer relationships may not be retained; that acquired
inventory may be valued or realized at less than expected; that the final purchase price may differ as a result of post-closing adjustments; and that the transaction may adversely affect the Company’s liquidity. Recipients are cautioned not to
put undue reliance on forward-looking statements. GrabAGun does not assume any obligation, nor does it intend, to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as
required by U.S. federal securities law. See also “Forward-Looking Statements” in the Company’s press release dated October 27, 2026 and “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2025, filed with the SEC on March 12, 2026, and subsequent Quarterly Reports on Form 10-Q. BASIS OF PRESENTATION This presentation describes the strategic rationale for the transaction. It contains no projections or financial
guidance. Camfour fiscal 2025 net revenue is derived from Camfour’s audited financial statements, prepared by Camfour prior to the acquisition. Other Camfour information is based on Camfour management data and has not been independently
verified. No representation or warranty, express or implied, is made as to the accuracy or completeness of the information in this presentation, including information provided by Camfour. The Company intends to file the financial statements of
Camfour and the pro forma financial information required by Item 9.01 of Form 8-K by amendment within the period permitted by SEC rules. The purchase price remains subject to customary post-closing adjustments. GRABAGUN, eGunbook and related marks
are trademarks of GrabAGun Digital Holdings Inc. or its subsidiaries. All other marks belong to their respective owners, and their use does not imply an affiliation with, or endorsement by, such owners. GRABAGUN DIGITAL HOLDINGS INC. | NYSE: PEW
2

TRANSACTION OVERVIEW A DISCIPLINED,
ALL-CASH TRANSACTION ~$34M All-cash purchase price Zero Shares issued None External financing Closed October 26, 2026 KEY TERMS Acquired 100% of Camfour LLC Funded entirely from cash on hand Cash-free, debt-free basis Subject to customary
adjustments for net working capital, cash, indebtedness and transaction expenses STRUCTURE AT CLOSE Camfour is a wholly-owned subsidiary of GrabAGun Digital Holdings Inc. Operates under the Camfour name GRABAGUN DIGITAL HOLDINGS INC. | NYSE: PEW
3

WHY CAMFOUR 74 YEARS OF WHOLESALE
DISTRIBUTION 1952 Founded in Westfield, Massachusetts National Independent dealer coverage B2B Wholesale ordering and dealer credit ~$77.4M FY2025 audited net revenue ESTABLISHED DEALER NETWORK Sales, credit and distribution infrastructure serving
independent retailers nationwide. MANUFACTURER RELATIONSHIPS An extensive portfolio of manufacturer lines built over seven decades. OPERATING INFRASTRUCTURE Wholesale ordering, sales coverage, B2B credit, inventory and experienced teams. FY2025 net
revenue derived from Camfour’s audited financial statements for the fiscal year ended December 31, 2025. A portion of this revenue was generated from sales to GrabAGun and will be eliminated in consolidation in future periods. GRABAGUN DIGITAL
HOLDINGS INC. | NYSE: PEW 4

HOW WE EVALUATED CAMFOUR HOW THE TWO
BUSINESSES CONNECT Consumer demand data and AI forecasting Purchasing and inventory decisions Automated pricing and procurement Wholesale ordering and replenishment PEW Logistics fulfillment and drop-ship Manufacturer programs Digital ordering and
eGunbook compliance Dealer service and account tools AND IN RETURN, CAMFOUR BRINGS Product access across manufacturer lines Purchasing scale Reach into independent dealers Decades of industry expertise The transaction consideration was valued
primarily based upon Camfour’s inventory and receivables acquired net of operating liabilities assumed. GRABAGUN DIGITAL HOLDINGS INC. | NYSE: PEW 5

WHY GRABAGUN THREE COMPLEMENTARY
ROUTES TO MARKET GRABAGUN.COM Digital retail Serves consumers through a mobile-first e-commerce platform CAMFOUR Wholesale distribution Serves independent dealers with ordering, sales coverage and credit PEW LOGISTICS Manufacturer logistics Serves
manufacturers with fulfillment, compliance and DTC capabilities GRABAGUN TECHNOLOGY IN PRODUCTION TODAY AI-driven demand forecasting Automated pricing across ~73,000 active SKUs Automated procurement and inventory sync eGunbook compliance: 1M+
direct-ship transactions Each business keeps its own management, pricing and customer terms. Manufacturers can engage Camfour, PEW Logistics, or both. All consumer firearm sales are completed through a licensed FFL. GRABAGUN DIGITAL HOLDINGS INC. |
NYSE: PEW 6

WHY NOW THE PIECES ARE ALREADY IN
PLACE 01 THE RELATIONSHIP EXISTS GrabAGun is a long-standing Camfour customer. 02 THE PLATFORM IS BUILT 16 years of proprietary technology in production across pricing, forecasting, procurement and compliance. 03 THE BALANCE SHEET FUNDS IT Paid
entirely from cash on hand. No external financing. No transaction-related equity dilution. 04 THE NETWORK IS ESTABLISHED A nationwide wholesale network built over 74 years, acquired in a single transaction. GRABAGUN DIGITAL HOLDINGS INC. | NYSE: PEW
7

OPERATING MODEL AT CLOSE SEPARATE
BUSINESSES, SHARED CAPABILITIES Stakeholder Position at closing Camfour Operates as its own business under the Camfour name, with its own sales team and dealer terms Dealers Continue ordering through existing channels; current sales contacts and
account arrangements remain in place Manufacturers Free to work with Camfour, PEW Logistics, or both; neither model is required PEW Logistics Remains a separate business with its own commercial relationships and fulfillment services GRABAGUN DIGITAL
HOLDINGS INC. | NYSE: PEW 8

SUMMARY KEY TAKEAWAYS 01 IMMEDIATE
SCALE An established national wholesale channel with 74 years of dealer and manufacturer relationships. 02 DISCIPLINED STRUCTURE Approximately $34 million in cash, funded from cash on hand, with no equity issued and no external financing. 03
CONNECTED PLATFORM Digital retail, wholesale distribution and manufacturer logistics, each run as a separate business. GRABAGUN DIGITAL HOLDINGS INC. | NYSE: PEW 9

UPCOMING DISCLOSURES WHERE THE
NUMBERS COME NEXT Q3 2026 RESULTS Thursday, November 12, 2026, after market close. Conference call at 4:30 p.m. ET with additional commentary on Camfour. FORM 8-K/A The Company intends to file financial statements of Camfour and certain pro forma
financial information by amendment to its Form 8-K filed on October 27, 2026 within the period permitted by SEC rules. Investor Relations investor.relations@grabagun.com Media media@grabagun.com Web investors.grabagun.com GRABAGUN DIGITAL HOLDINGS
INC. | NYSE: PEW 10