This is a Special Purpose Acquisition Company (SPAC) incorporated in the Cayman Islands in September 2023, with no operating business of its own. The SPAC raised $170M through an IPO of 17M units at $10.00 per unit in November 2023, with proceeds held in a trust account earning interest — the trust held approximately $177.6M as of December 31, 2024. The SPAC's sole purpose is to acquire a private company and take it public. In January 2025, the SPAC signed a deal to merge with GrabAGun, an online firearms retailer, forming a new Texas-incorporated public holding company ("Pubco") that would list on the NYSE. The total consideration to GrabAGun's existing owners is $150M — $100M in Pubco stock and $50M in cash — and GrabAGun's management would run Pubco post-closing with control of seven of nine board seats. The deal requires at least $30M in gross cash delivered to Pubco at closing after redemptions, deal expenses, and the $50M cash payment to sellers. If the deal does not close by August 1, 2025, either party can terminate. If no deal closes by February 24, 2026, the SPAC must liquidate and return trust funds to shareholders. The sponsor and management team have backgrounds at Farvahar Partners, 1789 Capital, and Colombier I — a prior SPAC that merged with PublicSq., a conservative-branded consumer marketplace.
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