Latest news with #BusinessCombination
Yahoo
3 hours ago
- Business
- Yahoo
BBOT Debuts as a Publicly Traded Company Focused on RAS-Pathway Malignances with a Potential to Realize the Full Promise of KRAS and PI3K Inhibition
Business combination transaction with Helix Acquisition Corp. II, a special purpose acquisition company sponsored by affiliates of Cormorant Asset Management, completed on August 11, 2025 Closed concurrent $261 million private investment in public equity ('PIPE'), led by Cormorant Combining approximately $120 million from the former Helix II trust account (reflecting a final redemption rate of approximately 39% which is the second lowest redemption rate for a biotech de-SPAC transaction since 2022) with the PIPE provides approximately $382 million in gross proceeds Net proceeds will be used to accelerate the development of BBOT's pipeline of clinical-stage RAS-targeted oncology drug candidates BBOT to commence trading on the Nasdaq Global Market under the ticker symbol 'BBOT' on August 12, 2025 SOUTH SAN FRANCISCO, Calif. and BOSTON, Aug. 11, 2025 (GLOBE NEWSWIRE) -- BridgeBio Oncology Therapeutics, Inc. ('BBOT') (Nasdaq: BBOT), a clinical-stage biopharmaceutical company focused on RAS-pathway malignancies, today announced the closing of its previously announced business combination with Helix Acquisition Corp. II (formerly Nasdaq: HLXB) ('Helix'), a special purpose acquisition company (SPAC) sponsored by affiliates of Cormorant Asset Management. The business combination was approved by Helix's shareholders on August 4, 2025, and closed on August 11, 2025. In connection with the closing, Helix changed its name to 'BridgeBio Oncology Therapeutics, Inc.', and beginning on August 12, 2025, the shares of common stock of the combined company are expected to begin trading under the new ticker symbol 'BBOT' on the Nasdaq Global Market. Eli Wallace, PhD, Chief Executive Officer of BBOT said: 'The successful completion of our business combination, with a relatively low redemption rate of approximately 39%, is a pivotal milestone that underscores the strong conviction of our investors in our vision. With meaningful progress across all three of our pipeline programs, we are entering this next chapter as a public company with significant momentum. We are deeply committed to advancing transformative therapies for patients facing deadly cancers mediated by the RAS pathway, and believe we are well-positioned to deliver meaningful value to patients as we work towards realizing the full potential of KRAS and PI3Ka inhibition.' Frank McCormick, PhD, Chairman of BBOT Board and David A. Wood Chair of Tumor Biology and Cancer Research at UC San Francisco, added: 'BBOT has made tremendous progress advancing its RAS-targeted therapeutics in the clinic. BBOT's drug candidates could provide significantly more patient benefit through optimizing target coverage and through exciting new combination therapies. The completion of the business combination marks another important milestone in BBOT's journey. On behalf of BBOT's board and management team I would like to welcome our new investors and thank them for their strong support.' Bihua Chen, Founder and CEO of Cormorant, and CEO of Helix said: 'Cormorant is thrilled to support BBOT through its Helix SPAC platform as the company advances its innovative portfolio of therapeutic agents targeting the two most commonly mutated oncogenes in human cancer, KRAS and PI3K. BBOT's next generation KRAS ON inhibitors and its highly novel PI3K 'Breaker', which disrupts KRAS-driven PI3K activation, hold great promise to transform the treatment landscape for solid tumors driven by these oncogenes. Helix is extremely grateful to work with a stellar syndicate of investors within our trust, such as Adage Capital Management LP, BC Capital Management Ltd., BlackRock Advisors LLC, Laurion Capital Management LP, Millenium Management LLC, Octagon Capital Advisors LP, Oppenheimer, Silver Arc Capital Management LLC, Stempoint Capital LP, and Woodline Partners LP, as well as BBOT's outstanding team to deliver these much-needed therapeutic options to patients. We are proud that Helix provides a capital market solution uniquely poised to help companies such as BBOT rapidly and thoughtfully advance multiple parallel clinical programs.' The combined business is expected to have approximately $490 million in cash, cash equivalents and marketable securities consisting of (a) BBOT's cash, cash equivalents and marketable securities of approximately $130 million as of June 30, 2025 and (b) net proceeds of approximately $365 million reflecting (a) proceeds of approximately $120 million from the former Helix Trust account (reflecting a final redemption rate of approximately 39%), (b) proceeds of $261 million from PIPE investors and (c) the deduction of approximately $15 million in offering expenses. The PIPE was led by Cormorant Asset Management and included premier institutional investors ADAR1 Capital Management, BC Capital, investment funds affiliated with Deerfield Management Company, Enavate Sciences, Eventide Asset Management, Novo Holdings A/S, Octagon Capital, Omega Funds, Paradigm BioCapital Advisors, StemPoint Capital LP, Surveyor Capital (a Citadel company) and Wellington Management. BBOT will use the net proceeds to accelerate the development of its pipeline of RAS-targeted oncology drug candidates, including: BBO-8520 (NCT06343402): A direct inhibitor of KRASG12C in both the ON and OFF states that is currently being evaluated both as monotherapy and in combination with pembrolizumab in the Phase 1 ONKORAS-101 trial for patients with KRASG12C mutant non-small cell lung cancer. BBO-8520's ability to directly inhibit the ON state and block effector binding differentiates it from most other approaches to target KRASG12C tumors. BBO-10203 (NCT06625775): An orally bioavailable small molecule that selectively and specifically blocks the physical interaction between RAS and PI3Kα, resulting in the inhibition of RAS-driven PI3Kα-AKT signaling in tumors without the risk of hyperglycemia. This novel mechanism of action makes BBO-10203 agnostic to the mutational status of either RAS or PI3Kα providing the potential to treat tumors driven by KRAS or PI3Kα mutations, the two most mutated oncogenes in human cancer. BBO-10203 is being evaluated in the Phase 1 BREAKER-101 trial for patients with HER2+ amplified or HR+/HER2- breast cancer, and KRAS mutant colorectal or non-small cell lung cancer. BBO-11818 (NCT06917079): A panKRAS inhibitor targeting mutant KRAS in both the ON and OFF states with strong potency against KRASG12D and KRASG12V mutants. BBO-11818 was designed with strong binding affinity for KRAS and broad selectivity over HRAS and NRAS with the goal of achieving high level of KRAS inhibition in human tumors. The Phase 1 KONQUER-101 trial is currently enrolling patients with KRASG12D, KRASG12V and KRASG12C solid tumors. BBOT is led by Chief Executive Officer, Eli Wallace, PhD; Chief Scientific Officer, Pedro J. Beltran, PhD; Chief Medical and Development Officer, Yong (Ben) Ben, MD, MBA; and Chief Financial Officer, Uneek Mehra, MBA. BBOT's Board of Directors includes Frank McCormick, PhD; Jake Bauer, MBA, Venture Partner, ARCH Ventures and SR One Capital Management; Michelle Doig, Partner, Head of Corporate Development at Omega Funds; Bihua Chen; Raymond Kelleher, MD, PhD, Managing Director at Cormorant Asset Management; Neil Kumar, PhD, Founder & Chief Executive Officer at BridgeBio Pharma; Praveen Tipirneni, MD, Chief Executive Officer at Morphic Therapeutics Inc., prior to its acquisition by Eli Lilly, and Eli Wallace, PhD. About BBOTBBOT is a clinical-stage biopharmaceutical company advancing a next-generation pipeline of novel small molecule therapeutics targeting RAS and PI3Kα malignancies. BBOT has the goal of improving outcomes for patients with cancers driven by the two most prevalent oncogenes in human tumors. For more information, visit AdvisorsLeerink Partners, Morgan Stanley, Cantor, and Oppenheimer & Co. acted as placement agents for Helix in connection with the PIPE transaction. Leerink Partners acted as lead capital markets advisor to Helix. Cantor acted as capital markets advisor to Helix. Piper Sandler acted as capital markets advisor to BBOT. Goodwin Procter LLP acted as legal counsel to BBOT. White & Case LLP acted as legal counsel to Helix. Kirkland & Ellis LLP acted as legal counsel to the placement agents. Forward-Looking StatementsCertain statements included in this press release that are not historical facts are forward-looking statements. Forward-looking statements generally are accompanied by words such as 'believe,' 'may,' 'will,' 'estimate,' 'continue,' 'anticipate,' 'intend,' 'expect,' 'should,' 'would,' 'plan,' 'predict,' 'potential,' 'seem,' 'seek,' 'future,' 'outlook' and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on various assumptions, whether or not identified in this press release, and are the current expectations of BBOT'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 an 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 may differ from assumptions. Many actual events and circumstances are beyond the control of BBOT. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; failure to realize the anticipated benefits of the business combination; risks relating to any legal proceedings that may be instituted against BBOT following the closing of the business combination, risks relating to the uncertainty of the projected financial information with respect to BBOT; risks related to the approval of BBOT's product candidates and the timing of expected regulatory and business milestones, including the progress of enrollment in clinical trials and availability of data from ongoing and planned clinical trials; the impact of competitive product candidates and commercial products; ability to obtain sufficient supply of materials; global economic and political conditions; the effects of competition on BBOT's future business;; and those factors discussed in documents BBOT has filed or will file with the SEC. Additional risks related to BBOT's business include, but are not limited to: uncertainty regarding outcomes of BBOT's ongoing clinical trials, particularly as they relate to regulatory review and potential approval for its product candidates; risks associated with BBOT's efforts to commercialize its product candidates; BBOT's ability to maintain its existing agreements with third parties and to negotiate and enter into new definitive agreements on favorable terms, if at all; intellectual property-related claims; BBOT's ability to attract and retain qualified personnel; and BBOT's ability to source the raw materials for its product candidates. If any of these risks materialize or BBOT's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that BBOT presently does not know or that BBOT currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect BBOT's expectations, plans, or forecasts of future events and views as of the date of this press release and are qualified in their entirety by reference to the cautionary statements herein. BBOT anticipates that subsequent events and developments will cause BBOT's assessments to change. These forward-looking statements should not be relied upon as representing BBOT's assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither BBOT, nor any of its affiliates undertake any obligation to update these forward-looking statements, except as required by law. BBOT Contacts: Investor Contact:Uneek Mehra, Chief Financial OfficerBBOTInvestors@ Media Contact:Jake RobisonInizio Evoke in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Globe and Mail
21-07-2025
- Business
- Globe and Mail
TLGY Acquisition Corp. Announces Rescheduling of Conference Call Relating to its Business Combination with StableCoinX Assets
New York , July 21, 2025 (GLOBE NEWSWIRE) -- TLGY Acquisition Corp. (OTC: TLGYF) ('TLGY'), a special purpose acquisition company, today announced that it has entered into a definitive agreement for a business combination with StablecoinX Assets Inc. ('SC Assets'), a newly-formed validator and infrastructure business supporting the Ethena ecosystem (the definitive agreement, the 'Business Combination Agreement' and the transactions contemplated thereby, the 'Transaction'). The combined company will be named StablecoinX Inc. ('StablecoinX' or the 'Company') and the parties will seek to have StablecoinX's Class A common shares listed on Nasdaq under the ticker symbol 'USDE.' TLGY will discuss the proposed Transaction with securities analysts in a call tomorrow, Tuesday, July 22, 2025, at 8:30 a.m. ET. A webcast of the meeting will be available in a listen-only mode to individual investors, media, and other interested parties on TLGY's website at under the 'Events' section. This call has been rescheduled from the previously announced date and time. Important Information and Where to Find It In connection with the Transaction, StablecoinX intends to file with the Securities and Exchange Commission (the 'SEC') a registration statement on Form S-4 (the 'Registration Statement'), which will include a preliminary proxy statement of TLGY and a preliminary prospectus of StablecoinX, and after the Registration Statement is declared effective, TLGY will mail the definitive proxy statement/prospectus relating to the Transaction to its shareholders as of the record date to be established for voting at the Extraordinary General Meeting. The Registration Statement, including the proxy statement/prospectus contained therein, will contain important information about the Transaction and the other matters to be voted upon at the Extraordinary General Meeting. This press release does not contain all the information that should be considered concerning the Transaction and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. TLGY and StablecoinX may also file other documents with the SEC regarding the Transaction. TLGY's shareholders and other interested persons are advised to read, when available, the Registration Statement, including the preliminary proxy statement/prospectus contained therein, the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Transaction, as these materials will contain important information about TLGY, SC Assets, StablecoinX and the Transaction. TLGY's shareholders and other interested persons will be able to obtain copies of the Registration Statement, including the preliminary proxy statement/prospectus contained therein, the definitive proxy statement/prospectus and other documents filed or that will be filed by TLGY and StablecoinX with the SEC, free of charge, through the website maintained by the SEC at Forward-Looking Statements This press release includes certain statements that may constitute 'forward-looking statements' within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words 'anticipate,' 'believe,' 'continue,' 'could,' 'estimate,' 'expect,' 'intends,' 'may,' 'might,' 'plan,' 'possible,' 'potential,' 'predict,' 'project,' 'seek,' 'should,' 'target,' 'would' and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements with respect to the proposed Transaction include expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding SC Assets, StablecoinX, TLGY and the proposed Transaction, statements regarding the anticipated benefits and timing of the completion of the proposed Transaction, the assets held by SC Assets and StablecoinX, the price and volatility of ENA, ENA's growing prominence as an issuer of digital dollars on-chain, StablecoinX's listing on any securities exchange, the macro, political and regulatory conditions surrounding ENA, the planned business strategy including StablecoinX's ability to develop a corporate architecture capable of supporting its treasury initiatives and strategic stake in the Ethena Protocol, plans and use of proceeds, objectives of management for future operations of StablecoinX, the upside potential and opportunity for investors, StablecoinX's plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, technological and market trends, future financial condition and performance and expected financial impacts of the proposed Transaction, the satisfaction of closing conditions to the proposed Transaction and the level of redemptions of TLGY's public shareholders, and StablecoinX's expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. Forward-looking statements are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, but not limited to: the risk that the proposed Transaction may not be completed in a timely manner or at all, which may adversely affect the price of TLGY's securities; the risk that the proposed Transaction may not be completed by TLGY's business combination deadline; the failure by the parties to satisfy the conditions to the consummation of the proposed Transaction, including the approval of TLGY's shareholders and the listing of StablecoinX's securities on a national securities exchange at closing; failure to realize the anticipated benefits of the proposed Transaction; the level of redemptions by TLGY's public shareholders, which may reduce the public float of, reduce the liquidity of the trading market of, and/or impact the ability of, the shares of Class A common stock of StablecoinX to be listed in connection with the proposed Transaction; the insufficiency of the third-party fairness opinion for the board of directors of TLGY in determining whether or not to pursue the proposed Transaction; the failure of StablecoinX to obtain or maintain the listing of its securities on any securities exchange after closing of the proposed Transaction; risks associated with TLGY, SC Assets and StablecoinX's ability to consummate the proposed Transaction timely or at all, including in connection with potential regulatory delays or impediments, changes in ENA prices or for other reasons; costs related to the proposed Transaction and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to StablecoinX's anticipated operations and business, including the volatile nature of the price of ENA; the risk that StablecoinX's stock price will be highly correlated to the price of ENA and the price of ENA may decrease between the signing of the definitive documents for the proposed Transaction and the closing of the proposed Transaction or at any time after the closing of the proposed Transaction; risks associated with TLGY, SC Assets and StablecoinX's ability to consummate the proposed Transaction timely or at all, including in connection with potential regulatory delays or impediments, changes in ENA prices or for other reasons; risks related to increased competition in the industries in which StablecoinX will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding ENA; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; risks that after consummation of the proposed Transaction, StablecoinX experiences difficulties managing its growth and expanding operations; the risks that launching and growing StablecoinX's ENA treasury advisory and services in digital marketing and strategy could be difficult; challenges in implementing StablecoinX's business plan, due to operational challenges, significant competition and regulation; being considered to be a 'shell company' by any stock exchange on which StablecoinX's Class A Common Stock will be listed or by the SEC, which may impact StablecoinX's ability to list its securities and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities; the outcome of any potential legal proceedings that may be instituted against StablecoinX, SC Assets, TLGY or others following announcement of the proposed Transaction, and those risk factors discussed in documents that StablecoinX and/or TLGY has filed, or will file, with the SEC. The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the 'Risk Factors' section of The Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q that have been and/or will be filed by TLGY with the SEC from time to time, the Registration Statement that will be filed by StablecoinX and TLGY and the proxy statement/prospectus contained therein, and other documents that have been or will be filed by TLGY and StablecoinX from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither TLGY, SC Assets nor StablecoinX presently know or that TLGY, SC Assets and StablecoinX currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and each of TLGY, SC Assets, and StablecoinX assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither TLGY, SC Assets, nor StablecoinX gives any assurance that any of TLGY, SC Assets, or StablecoinX will achieve their respective expectations. The inclusion of any statement in this press release does not constitute an admission by TLGY, SC Assets or StablecoinX or any other person that the events or circumstances described in such statement are material. The terms of the proposed Transaction described in this press release, including any dollar-denominated figures or implied valuations, are based on information as of the date of the signing of the definitive Business Combination Agreement and assume no redemptions from the TLGY trust account. These terms are subject to change, including as a result of fluctuations in the price of ENA prior to closing of the proposed Transaction. There can be no assurance that the final terms at the closing of the Transaction will reflect the figures referenced herein. No Offer or Solicitation This press release does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase, any securities of TLGY, SC Assets, the combined company or any of their respective affiliates. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom, nor shall any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction be affected. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Transaction or the accuracy or adequacy of this communication. Participants in the Solicitation TLGY, SC Assets, StablecoinX and their respective directors and officers may be deemed participants in the solicitation of proxies of TLGY's shareholders in connection with the Transaction. More detailed information regarding the directors and officers of TLGY, and a description of their interests in TLGY, is contained in TLGY's filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 5, 2025, and is available free of charge at the SEC's website at Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of TLGY's shareholders in connection with the Transaction and other matters to be voted upon at the Extraordinary General Meeting will be set forth in the Registration Statement for the Transaction when available. Media Contacts StablecoinX press@ TLGY Acquisition Corp. media@ Ethena Foundation
Business Wire
11-07-2025
- Business
- Business Wire
Colombier II Announces Minimal Redemptions in Connection with Business Combination with GrabAGun
PALM BEACH, Fla. & COPPELL, Texas--(BUSINESS WIRE)--Colombier Acquisition Corp. II (NYSE: CLBR) (the 'Company' or 'Colombier II'), a special purpose acquisition company led by Omeed Malik, and Metroplex Trading Company LLC d.b.a. ('GrabAGun'), an online retailer of firearms, ammunition and related accessories, today announced that the Company has, as of the redemption deadline of 5:00 p.m. eastern time on July 11, 2025 (the 'redemption deadline'), received minimal redemption requests in connection with the anticipated consummation (the 'Closing') of the proposed business combination (the 'Business Combination') between Colombier II and GrabAGun pursuant to the Business Combination Agreement between Colombier II, GrabAGun, GrabAGun Digital Holdings Inc., a Texas corporation ('GrabAGun Digital'), among other parties, entered into as of Jan. 6, 2025 (the 'Business Combination Agreement'). Based on the strong support from Colombier II shareholders, Colombier II expects to deliver over $179.1 million in gross proceeds to GrabAGun Digital at the Closing, representing nearly 100% of the cash and cash equivalents held in the Colombier II trust account as of the redemption deadline. If all of the redemption requests from Colombier II public shareholders validly tendered and received by Colombier II as of the Redemption Deadline are satisfied by Colombier II, 16,995,268 public shares of Colombier II would be outstanding. Colombier II does not intend to permit the reversal of any previously submitted redemption requests. In connection with the Business Combination, an extraordinary general meeting ('Extraordinary General Meeting') of the Colombier II shareholders is expected to be held at 10:00 a.m. eastern time on July 15, 2025, for Colombier II shareholders of record as of a June 20, 2025, record date (the 'Record Date') to vote on proposals to approve the transactions comprising the Business Combination. Further information about the Extraordinary General Meeting and how Colombier II shareholders of record as of the Record Date can vote their shares is contained in a definitive proxy statement filed by Colombier II with the SEC (the 'Proxy Statement'). Security holders are encouraged to review carefully the disclosures and voting information in the Proxy Statement in advance of the Extraordinary General Meeting. Background Information on the Business Combination As previously announced, GrabAGun, GrabAGun Digital and Colombier II entered into the Business Combination Agreement to consummate the transactions comprising the Business Combination, which the parties expect to occur on July 15, 2025, assuming satisfaction (or waiver, as applicable) of all conditions to the Closing set forth in the Business Combination Agreement and other related transaction agreements, including approval of the Business Combination by Colombier II shareholders at the Extraordinary General Meeting to occur on the same date. In connection with the Business Combination, subject to NYSE approval, securities of GrabAGun Digital, the public company after the closing, are expected to trade on the NYSE under the proposed symbols 'PEW' and 'PEWW'. Colombier II shares currently trade on the NYSE under the symbol 'CLBR'. Additional information about the proposed Business Combination can be found in the Registration Statement filed by GrabAGun Digital Holdings Inc. and GrabAGun in connection with the Business Combination, which was previously declared effective by the U.S. Securities and Exchange Commission, and in other public filings of Colombier II, which are available, free of charge, on the SEC's website at In connection with the Business Combination, Ellenoff Grossman & Schole LLP is serving as legal counsel to Colombier II and Olshan Frome Wolosky LLP is serving as legal counsel to GrabAGun. Ogier is serving as special Cayman Islands counsel to Colombier II. Extraordinary General Meeting to Approve Business Combination Colombier II will hold an extraordinary general meeting of Colombier II's shareholders (the 'Extraordinary General Meeting') at 10:00 a.m. eastern time on July 15, 2025, for Colombier II shareholders of record as of the Record Date to approve proposals presented to the shareholders at the Extraordinary General Meeting related to the Business Combination with GrabAGun. A Proxy Statement containing the proposals to be presented at the Extraordinary General Meeting has been filed with the SEC; copies of the Proxy Statement were also mailed to Colombier II shareholders of record as of the Record Date and notice of the Extraordinary General Meeting was also contained in a Colombier II Current Report on Form 8-K previously filed with the SEC. Additional information about how to attend the Extraordinary General Meeting and vote is set forth in the Proxy Statement. The Business Combination is expected to close shortly after the Extraordinary General Meeting on July 15, 2025. YOUR VOTE IS IMPORTANT. Colombier II shareholders are urged to read carefully the proxy materials, including, among other things, the reasons for the unanimous recommendation by Colombier II's Board that shareholders of record as of the Record Date vote 'FOR' ALL PROPOSALS included in the Proxy Statement in advance of the Extraordinary General Meeting. The Extraordinary General Meeting of Colombier II shareholders will be held on July 15, 2025, at 10:00 a.m. eastern time, in a virtual meeting format at For the purposes of the Colombier II governing documents, the Extraordinary General Meeting may also be attended in person at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105-0302. If you do not have internet capabilities, you can listen only to the meeting by dialing 1 800-450-7155 within the U.S. and Canada (toll-free), or +1 857-999-9155 outside the U.S. and Canada (standard rates apply) when prompted enter the pin number 0245679#. The Extraordinary General Meeting will be listen-only format and you will not be able to vote, be deemed present at the meeting or enter or ask questions during the meeting via telephone. If you have questions about the proposals or if you need additional copies of the Proxy Statement or a proxy card you should contact Colombier II's proxy solicitor at: Sodali & Co. / 333 Ludlow Street, 5th Floor, South Tower / Stamford, CT 06902. Tel: (800) 662-5200 (toll-free) or (203) 658-9400 (banks and brokers can call collect). Email: Colombier II shareholders whose shares are held of record by a broker, bank, or other nominee should contact their broker, bank, or nominee to ensure that their shares are voted. To obtain timely delivery of copies of proxy materials, Colombier II shareholders must request the materials no later than July 8, 2025. Your vote FOR ALL proposals is important, no matter how many or how few shares you own. About GrabAGun We are defenders. We are sportsmen. We are outdoorsmen. We believe that it is our American duty to help everyone, from first-time buyers to long-time enthusiasts, understand and legally secure their firearms and accessories. That's why our arsenal is fully packed, consistently refreshed, and always loaded with high-quality, affordable firearms and accessories. Industry-leading brands that GrabAGun works with include Smith & Wesson Brands, Sturm, Ruger & Co., SIG Sauer, Glock, Springfield Armory and Hornady Manufacturing, among others. GrabAGun is a fast growing, digitally native eCommerce retailer of firearms and ammunition, related accessories and other outdoor enthusiast products. Building on the Company's proprietary software expertise, the Company's eCommerce site has become one of the leading firearm retail websites. In addition to its eCommerce excellence, GrabAGun has developed industry-leading solutions that revolutionize supply chain management, combining dynamic inventory and order management with AI-powered pricing and demand forecasting. These advancements enable seamless logistics, efficient regulatory compliance and a streamlined experience for customers. About Colombier Acquisition Corp. II Colombier II is a blank check company formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While Colombier II may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus on industries that complement the management team's background and network, such as companies categorized by Entrepreneurship, Innovation and Growth (EIG), including but not limited to parallel economies, the return of products and services developed within the United States, sectors with impaired value due to certain investor mandates and businesses within regulated areas that are disrupting inefficiencies related thereto. Please visit the Investor Relations page of Colombier Acquisition Corp II (CLBR)'s website for more information. Additional Information and Where to Find It A Registration Statement on Form S-4 filed with the SEC by GrabAGun Digital, as registrant, and GrabAGun, as co-registrant, has been filed with, and been declared effective by, the U.S. Securities and Exchange Commission (the 'SEC'). Colombier II has also filed or will file with the SEC a Proxy Statement setting forth proposals to be presented to Colombier II shareholders of record as of the Record Date at an extraordinary general meeting of the Colombier II shareholders, which Proxy Statement also contains or will contain information about how to vote shares and how to attend the Extraordinary General Meeting. SHAREHOLDERS OF COLOMBIER II AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT 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, GRABAGUN DIGITAL AND THE BUSINESS COMBINATION. Shareholders are able to obtain copies of the Registration Statement and the Proxy Statement, without charge on the SEC's website at or by directing a request to: Colombier Acquisition Corp. II, 214 Brazilian Avenue, Suite 200-J, Palm Beach, FL 33480, email: CLBR@ Participants in the Solicitation GrabAGun Digital, Colombier II, GrabAGun and their respective directors, executive officers and members, as applicable, 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 II 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 public 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, are set forth in the Registration Statement relating to the Business Combination. These documents can be obtained free of charge from the source indicated above. Forward-Looking Statements This communication contains certain '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 press release, 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 GrabAGun Digital 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 GrabAGun Digital'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, GrabAGun Digital 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 GrabAGun Digital 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, GrabAGun Digital's and GrabAGun's expectations, plans or forecasts of future events and views as of the date of this press release. Colombier II, GrabAGun Digital and GrabAGun anticipate that subsequent events and developments will cause Colombier II's, GrabAGun Digital's and GrabAGun's assessments to change. However, while Colombier II, GrabAGun Digital and GrabAGun may elect to update these forward-looking statements at some point in the future, Colombier II, GrabAGun Digital 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 law. No Offer or Solicitation This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, 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.
Associated Press
03-06-2025
- Business
- Associated Press
Titan Pharmaceuticals Announces Filing of Registration Statement for Proposed Business Combination with TalenTec Sdn. Bhd.
NEW YORK, June 03, 2025 (GLOBE NEWSWIRE) -- Titan Pharmaceuticals, Inc. (NASDAQ: TTNP) ('Titan' or the 'Company') announced today the filing by Black Titan Corporation with the U.S. Securities and Exchange Commission ('SEC') of a registration statement on Form F-4 in connection with the proposed combination of Titan and TalenTec Sdn. Bhd. (f/k/a KE Sdn. Bhd.) ('TalenTec'), which includes Titan's preliminary proxy statement (the 'Form F-4') As previously announced on August 19, 2024, Titan and TalenTec have entered into a Merger and Contribution and Share Exchange Agreement (the 'Merger Agreement') regarding a business combination, pursuant to which Titan will be combined with TalenTec in a 'reverse merger' transaction (the 'Business Combination'). The Form F-4 was filed by Black Titan Corporation, the holding company under which the businesses will combine, and is available through the SEC's website at under the name 'Black Titan Corporation.' The registration statement has not been declared effective by the SEC and the information in the preliminary proxy statement/prospectus is not complete and may be changed. The Business Combination is subject to approval by Titan stockholders and the satisfaction of other customary closing conditions and is expected to close in the third quarter of 2025 although there can be no assurance thereof. Important Information About the Business Combination and Where to Find It This communication is being made in respect of the proposed Business Combination transaction between Titan and TalenTec. The proposed transaction will be submitted to the stockholders of Titan for their consideration and approval. In connection with the proposed transaction, Black Titan Corporation has filed with the SEC a registration statement on Form F-4 that includes a preliminary proxy statement/prospectus (a 'Proxy Statement/Prospectus'). After the registration statement has been declared effective by the SEC, a definitive Proxy Statement/Prospectus will be mailed to Titan's stockholders as of a record date to be established by Titan's board of directors for voting on the Business Combination. Titan may also file other relevant documents regarding the Business Combination with the SEC. Titan's stockholders and other interested persons are advised to read, once available, the preliminary Proxy Statement/Prospectus and any amendments thereto and, once available, the definitive Proxy Statement/Prospectus, in connection with Titan's solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the Business Combination, because these documents will contain important information about Titan, TalenTec and the Business Combination. Stockholders of Titan may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC, without charge, at the SEC's website located at or by directing a request to: Titan's Chief Executive Officer at 10 East 53rd St., Suite 3001, New York, NY 10022. Participants in the Solicitation Titan, TalenTec and their respective directors, executive officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies of Titan's stockholders in connection with the potential transactions described herein under the rules of the SEC. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Titan's and TalenTec's officers and directors in the registration statement on Form F-4 to be filed with the SEC and will also be contained in the Proxy Statement/Prospectus relating to the proposed transactions when it is filed with the SEC. These documents may be obtained free of charge from the sources indicated above. Forward-Looking Statements The disclosure herein may contain 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements involve risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from management's current expectations include, without limitation, Titan's expectations with respect to future performance, ability to consummate the Business Combination and ability to recognize the anticipated benefits of the Business Combination; costs related to the proposed Business Combination; the satisfaction of the closing conditions to the Business Combination; the timing of the closing, if any, of the Business Combination; global economic conditions; geopolitical events and regulatory changes; and other risks and uncertainties indicated from time to time in filings with the SEC. Additional information concerning these and other risk factors is contained in Titan's most recent filings with the SEC and will be contained in the Form F-4 and other filings to be filed as result of the transactions described above. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law. No Offer or Solicitation This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Business Combination, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This press release does not constitute either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Media & Investor Contacts: Chay Weei Jye Chief Executive Officer (786) 769-7512
Business Wire
19-05-2025
- Business
- Business Wire
Blaize to Participate at Upcoming Ladenburg Thalmann Technology Expo
EL DORADO HILLS, Calif.--(BUSINESS WIRE)--Blaize Holdings, Inc. (NASDAQ:BZAI), a leader in energy-efficient AI inference at the edge for physical systems, today announced that the company will participate in the Ladenburg Thalmann Technology Expo in New York on Wednesday, May 21, 2025. At the Ladenburg Technology Expo, Blaize will present its edge AI strategy and business model, highlighting successful real-world deployments with customers across smart infrastructure, defense, and industrial markets. About Blaize Blaize provides a full-stack programmable processor architecture suite and low-code/no-code software platform that enables AI processing solutions for high-performance computing at the network's edge and in the data center. Blaize solutions deliver real-time insights and decision-making capabilities at low power consumption, high efficiency, minimal size and low cost. Headquartered in El Dorado Hills (CA), Blaize has more than 200 employees worldwide with teams in San Jose (CA) and Cary (NC), and subsidiaries in Hyderabad (India), Leeds and Kings Langley (UK), and Abu Dhabi (UAE). To learn more, visit or follow us on LinkedIn and on X at @blaizeinc. Cautionary Statement Regarding Forward Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the 'Securities Act'), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the 'Exchange Act') that are based on beliefs and assumptions and on information currently available to Blaize, including statements regarding the industry in which Blaize operates, market opportunities, and product offerings. In some cases, you can identify forward-looking statements by the following words: 'may,' 'will,' 'could,' 'would,' 'should,' 'expect,' 'intend,' 'plan,' 'anticipate,' 'believe,' 'estimate,' 'predict,' 'project,' 'potential,' 'continue,' 'ongoing,' 'target,' 'seek' or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the expected benefits of Blaize's business combination with BurTech Acquisition Corp. (the 'Business Combination') are not obtained; (iii) the ability to continue to meet stock exchange listing standards following the consummation of the Business Combination; (iv) the risk that the Business Combination disrupts current plans and operations of Blaize as a result of the consummation of the Business Combination; (v) failure to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (vi) costs related to the Business Combination; (vii) changes in applicable law or regulations; (viii) the outcome of any legal proceedings that may be instituted against Blaize; (ix) the effects of competition on Blaize's future business; (x) the ability of the combined company to issue equity or equity-linked securities or obtain debt financing; (xi) the enforceability of Blaize's intellectual property rights, including its copyrights, patents, trademarks and trade secrets, and the potential infringement on the intellectual property rights of others; and (xii) those factors discussed under the heading 'Risk Factors' in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on April 15, 2025 and other documents filed by Blaize from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Blaize assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law, including the securities laws of the United States and the rules and regulations of the SEC. Blaize does not give any assurance that it will achieve its expectations. The financial projections in this release are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Blaize's control. While such projections are necessarily speculative, Blaize believes that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of financial information or projections in this press release should not be regarded as an indication that Blaize, or its representatives and advisors, considered or consider the information or projections to be a reliable prediction of future events. The independent registered public accounting firm of Blaize has not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this press release and, accordingly, has not expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this press release.
