v3.26.1
RECAPITALIZATION
 6 Months Ended
Jun. 30, 2026
Restructuring and Related Activities [Abstract]  
RECAPITALIZATION
4.
RECAPITALIZATION

Reverse Recapitalization

As discussed within Note 1, the Business Combination was consummated on July 15, 2025, which, for accounting purposes, was treated as the equivalent of GrabAGun issuing stock for the net assets of Colombier, accompanied by a recapitalization. Under this method of accounting, Colombier was treated as the acquired company and GrabAGun was treated as the acquirer for financial statement reporting purposes under GAAP.

Transaction Proceeds

Upon the closing of the Business Combination, the Company received gross proceeds of $180.6 million from the Business Combination, offset by transaction costs of $13.2 million and cash consideration to GrabAGun Members of $50 million. Transaction costs consisted of direct legal, accounting and other fees relating to the consummation of the Business Combination. GrabAGun transaction costs specific and directly attributable to the Business Combination were initially capitalized as incurred as deferred offering costs. Upon the closing of the Business Combination, transaction costs of $2.0 million were recorded as a reduction to additional paid-in capital as they were related to the issuance of shares. The following table reconciles the elements of the Business Combination to the condensed consolidated statements of cash flows and the condensed consolidated statement of changes in shareholders’ equity as of the Closing Date (in thousands):

 

Cash-trust and cash, net of redemptions

 

$

180,621

 

Less:

 

 

 

Cash consideration

 

 

50,000

 

Transaction costs and advisory fees, paid at time of closing

 

 

11,227

 

Net proceeds from the Business Combination

 

 

119,394

 

Less:

 

 

 

Transaction costs paid prior to closing

 

 

1,502

 

Transaction costs paid post-closing

 

 

504

 

Reverse recapitalization, net

 

$

117,388

 

 

 

 

 

 

The number of shares of the Company’s common stock issued immediately following the consummation of the Business Combination were:

 

Colombier Class A common stock, outstanding prior to the
   Business Combination

 

 

17,000,000

 

Less: Redemption of Colombier Class A common stock

 

 

4,732

 

Class A common stock of Colombier

 

 

16,995,268

 

Colombier Class B common stock, outstanding prior to the
   Business Combination

 

 

4,250,000

 

Business Combination shares

 

 

21,245,268

 

GrabAGun Members

 

 

10,000,000

 

Consultant

 

 

300,000

 

Common Stock immediately after the Business
   Combination

 

 

31,545,268

 

 

 

 

 

 

The Company’s equity structure for periods prior to the Business Combination has been retroactively adjusted to account for the issuance of 10,000,000 shares of common stock to the GrabAGun Members, as outlined in the Merger Agreement. As a result, outstanding shares, associated capital amounts, and net income (loss) per share for periods preceding the Business Combination have been updated to reflect the issuance of 10,000,000 shares of common stock.