BIG3 SPAC deal with Graf Global Corp. (GRAF) targets $290M valuation

Rhea-AI Filing Summary

Graf Global Corp. is pursuing a previously disclosed business combination with BIG3 HoldCo LLC and Halfcourt Holdco, Inc. (Pubco) under a Business Combination Agreement dated June 12, 2026. An article in The Hollywood Reporter discusses plans for BIG3 to become public via a SPAC merger valuing the three-on-three basketball league at about $290 million.

The parties plan to file a registration statement on Form S-4, after which Graf Global will send a proxy statement/prospectus to its shareholders for a vote on the transaction. The communication emphasizes extensive forward-looking statements and outlines risks that could affect completion and post-closing performance, including shareholder approval, listing status, market conditions and potential changes to the deal structure.

Key Figures

BIG3 league valuation: $290 million Business Combination Agreement date: June 12, 2026 League failure comparison: over 100 leagues

3 metrics

BIG3 league valuation $290 million Valuation for the three-on-three basketball league in the planned SPAC merger

Business Combination Agreement date June 12, 2026 Date of the Business Combination Agreement among Graf Global, BIG3 and Pubco

League failure comparison over 100 leagues Number of other leagues cited as having started and failed since BIG3 began

Key Terms

Business Combination Agreement, SPAC merger, registration statement on Form S-4, proxy statement/prospectus, +2 more

6 terms

Business Combination Agreement regulatory

"the Business Combination Agreement (“BCA”), dated as of June 12, 2026, by and among Graf Global Corp."

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

SPAC merger financial

"The company is set to go public in the coming months via a SPAC merger"

A SPAC merger is when a private company combines with a SPAC, a publicly traded shell company created to find and buy a business, so the private company becomes publicly listed without a traditional initial public offering. Investors should care because this shortcut can speed up market access but often brings greater uncertainty about valuation, potential share dilution, and reliance on investor votes and future performance, which can increase stock volatility.

registration statement on Form S-4 regulatory

"including a registration statement on Form S-4 that PubCo and BIG3 intend to file"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

proxy statement/prospectus regulatory

"GRAF will mail the proxy statement included therein to holders of GRAF’s ordinary shares"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

forward-looking statements regulatory

"This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

business combination deadline regulatory

"the risk that the proposed business combination may not be completed by GRAF’s business combination deadline"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/28/2026 - 08:09 AM Accepted by SEC EDGAR 07/27/2026 - 09:41 PM Learn about SEC filing dates

FAQ

What business combination is Graf Global Corp. (GRAF) pursuing?

Graf Global Corp. is pursuing a business combination with BIG3 HoldCo LLC and Halfcourt Holdco, Inc. under a Business Combination Agreement dated June 12, 2026, which would take the BIG3 basketball league public through a SPAC structure.

How is Ice Cube’s BIG3 league valued in the Graf Global (GRAF) SPAC deal?

The planned SPAC merger values the BIG3 three-on-three basketball league at about $290 million. This valuation is referenced in a media article discussing the transaction and reflects expectations around BIG3’s fan base, media rights and growth prospects.

What SEC filings are planned for the Graf Global (GRAF) and BIG3 business combination?

Pubco and BIG3 intend to file a registration statement on Form S-4. After it becomes effective, Graf Global will mail the proxy statement/prospectus to its shareholders to solicit votes on approving the proposed business combination.

Will Graf Global (GRAF) shareholders get to vote on the BIG3 transaction?

Yes. After the Form S-4 registration statement is declared effective, Graf Global plans to mail a proxy statement to its ordinary shareholders and solicit their proxies for a shareholder vote to approve the proposed business combination with BIG3.

What key risks are highlighted for the Graf Global (GRAF) and BIG3 merger?

The communication highlights risks including timing and completion of the merger, failure to meet closing conditions such as shareholder approval, potential effects on Graf’s share price, listing risks for Pubco, transaction costs and BIG3’s competitive and growth challenges.

Where can investors in Graf Global (GRAF) find detailed documents on the BIG3 deal?

Investors can access the Business Combination Agreement, investor presentation and related Form 8-K exhibits, and later the Form S-4 registration statement and proxy statement/prospectus, free of charge through the SEC’s website at www.sec.gov.

Filed by Graf Global Corp.

pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934, as amended

Subject Company: Graf Global Corp.

Commission File No.: 001-42142

Date: July 27, 2026

On July 27, 2026, The Hollywood Reporter published the following article regarding the previously disclosed Business Combination Agreement, dated as of June 12, 2026, by and among Graf Global Corp., BIG3 HoldCo LLC and Halfcourt Holdco, Inc., among other parties:

Want To Own a Sports League? Ice Cube’s BIG3 Bets That Being Public Can Be a Propellant

The three on three basketball league is banking on a red-hot sports environment to bring in new investors, and potentially new and more lucrative media deals too.

BY ALEX WEPRIN

JULY 27, 2026 8:50AM

 

BIG3 Championship PHOTO BY KEVIN C. COX/GETTY IMAGES FOR BIG3)

When Ice Cube launched the BIG3 in 2017, he framed it as “changing the game.”

The league, which has a media rights deals with CBS and Fubo, ended up being a survivor: The rare startup sports league that has survived, not only COVID, which stressed the major leagues to their limits, but also a media environment where breaking through is challenging at best, impossible at worst.

“The vast, vast majority of leagues fail. I think since we started, it’s been over 100 leagues that have started and failed,” says Jeff Kwatinetz, who co-founded BIG3 with Cube. “I think the most important achievement is that the fans and the players love our sport, and it’s accepted as a real professional sport, and viewed as something that is worth people being fans of. It can’t be underestimated.

“Look at LIV [LIV golf] as an extreme example, in dollars, they couldn’t get people to really care about the sport. They had 150,000, 200,000 people watching the matches,” he adds. “We have 600,000 people watching. Ultimately, you could market to the fans, but if they don’t accept the sport and care about it, then you’re kind of dead in the water.”

BIG3 now plans to leverage those fans, which are still modest in size compared to the largest sports leagues in the world, to help get it to the next level. The company is set to go public in the coming months via a SPAC merger, valuing the league at about $290 million.

“Cube always says ‘changing the game,’ and I think that there is a lot of demand for people wanting to be involved in the sports sector,” Kwatinetz says. “There’s just not a lot of opportunities for a regular investor to be able to invest in sport unless you’re a billionaire and you could afford to buy an NFL or an NHL team. It’s very hard to get access to it.

“We want people to kind of be part of the league, the growth, and to feel part of it in the same way that people, when they gamble on games, they tend to watch them more,” he adds, noting that getting buy-in from investors could turn them into fans. We believe if retail investors are able to invest or even hear about investing in the league, it gives them something else to root for, and gives them a feeling that they’re part of the league, which they would be. So we think it’s a better way of going and funding the league rather than continuously doing private rounds.”

“The NHL has many, many more times inventory than we have, which is more valuable to the media partners and more valuable to the sponsors because they deliver a massive cumulative audience, so I think in terms of media that’s where we have to get,” Kwatinetz says. “Part of why we’re doing the IPO is to be able to finance doing more games, more teams, so there’s more inventory.

Longer-term, Cube and Kwatinetz want to have a league that stands on its own, with a thriving fanbase that media operators will want to fight over.

“If you look at the most successful leagues, the NFL, NBA, NHL, MLS, even WNBA, I mean, they’ve been around for decades,” Kwatinetz says. “Nine years seems like a very long time to Cube and I because we’ve been working on it every day of our lives for the last 10 years, but to the sports industry, we’re still closer to neophytes than we are to long-term leagues.”

IMPORTANT LEGAL INFORMATION

Additional Information about the Business Combination and Where to Find It

An investor presentation, the Business Combination Agreement (“BCA”), dated as of June 12, 2026, by and among Graf Global Corp. (“GRAF”), BIG3 HoldCo LLC (“BIG3”), Halfcourt Holdco, Inc. (“Pubco”) and the other parties thereto, and related transaction documentation were filed with the SEC as exhibits to Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 12, 2026, and available on the SEC website at www.sec.gov.

In connection with the proposed business combination, the parties to the BCA (the “Parties”) intend to file relevant materials with the SEC, including a registration statement on Form S-4 that PubCo and BIG3 intend to file in connection with the proposed business combination (the “Registration Statement”), and after the Registration Statement is declared effective, GRAF will mail the proxy statement included therein to holders of GRAF’s ordinary shares in connection with GRAF’s solicitation of proxies for the vote of the GRAF shareholders with respect to the proposed business combination.

This communication is not a substitute for the Registration Statement or any other document that may be filed by the Parties with the SEC. INVESTORS AND SHAREHOLDERS OF GRAF ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED BY EACH OF THE PARTIES WITH THE SEC IN CONNECTION WITH THE TRANSACTION, INCLUDING THE REGISTRATION STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES AND THE TRANSACTION AND RELATED MATTERS. Investors and shareholders are or will be able to obtain these documents (when they are available) free of charge from the SEC’s website at www.sec.gov.

Participants in the Solicitation

The Parties and their respective directors, managers and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies of GRAF’s shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names and interests of GRAF’s directors and officers in the proposed business combination in GRAF’s filings with the SEC, including GRAF’s Annual Report filed on Form 10-K under the headings “Directors, Executive Officers and Corporate Governance”, “Executive Compensation”, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Certain Relationships and Related Transactions, and Director Independence”, which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1897463/000110465926058645/tmb-20251231x10k.htm and in GRAF’s definitive proxy statement filed with the SEC on Schedule 14A, under the heading “Interests of the Graf Insiders”, which is available at https://www.sec.gov/Archives/edgar/data/1897463/000110465926071445/tm2615987d2_def14a.htm. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of GRAF’s shareholders in connection with the proposed business combination will be set forth in the Registration Statement, which is expected be filed by PubCo and BIG3 with the SEC. Investors, shareholders and other interested persons are urged to read the Registration Statement and proxy statement/prospectus included therein and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the proposed business combination. Investors, shareholders and other interested persons will be able to obtain free copies of the Registration Statement and proxy statement/prospectus and other documents containing important information about the Parties through the website maintained by the SEC at www.sec.gov.

Forward-Looking Statements

This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Parties and the proposed business combination, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the Parties, the proposed business combination and statements regarding the anticipated benefits and timing of the completion of the proposed business combination, the assets held by the Parties, the anticipated business of BIG3 and the market in which it operates, planned business strategies, plans and use of proceeds, objectives of management for future operations of BIG3, expected operating costs of PubCo, BIG3 and their subsidiaries, the upside potential and opportunity for investors, BIG3’s plan for value creation and strategic advantages, market size and growth opportunities, competitive position and the interest of other corporations in similar business strategies, market trends, future financial condition and performance and expected financial impacts of the proposed business combination, the satisfaction of closing conditions to the proposed business combination and the level of redemptions of GRAF’s public shareholders, and the Parties’ respective or collective 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. These forward-looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “intend,” “future,” “potential,” “plan,” “may,” “will,” “will be,” “will continue,” and similar expressions; but this communication may include other forward-looking information and data that are not preceded by any of the foregoing words. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

Forward-looking statements are predictions, projections and other statements about future events or conditions 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 communication, including, but not limited to: uncertainties as to the timing of the proposed business combination; the risk that the proposed business combination may not be completed in a timely manner or at all; the risk that the proposed business combination may not be completed by GRAF’s business combination deadline; the failure by the Parties to satisfy the conditions to the consummation of the proposed business combination, including the approval of GRAF’s shareholders; the risk that the announcement and pendency of the proposed business combination could have adverse effects on the market price of GRAF’s securities, including if the proposed business combination is not consummated; changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations; the failure of PubCo to obtain or maintain the listing of its securities on a national securities exchange after the closing of the proposed business combination; costs related to the proposed business combination; changes in business, market, financial, political and regulatory conditions; the effect of the announcement or pendency of the proposed business combination on BIG3’s ability to retain and hire key personnel, to maintain relationships with business partners, or its operating results and business generally; risks related to diverting BIG3’s management’s attention from BIG3’s ongoing business operations; risks related to increased competition in the industries in which BIG3 will operate; risks that after consummation of the proposed business combination, BIG3 experiences difficulties managing its growth, expanding operations, or executing its strategies; the risk that the expected benefits of the proposed business combination are not realized when and as expected; the outcome of any potential legal proceedings that may be instituted against the Parties or others following announcement of the proposed business combination; and those risk factors discussed in documents of PubCo, BIG3 or GRAF filed, or to be filed, with the SEC.

No Offer or Solicitation

This communication does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination or (ii) an offer to sell, a solicitation of an offer to buy or a recommendation to purchase any security of PubCo, BIG3, GRAF or any of their respective affiliates. No such offering of securities will be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. Investment in any securities described herein has not been approved or disapproved by the SEC or any other regulatory authority nor has any authority passed upon or endorsed the merits of the offering or the accuracy or adequacy of the information contained herein; any representation to the contrary is a criminal offense.