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: June 19, 2026
On June 19, 2026, O'Shea Jackson Sr., an executive
officer of BIG3 HoldCo LLC, which is a party to the previously disclosed Business Combination Agreement, dated as of June 12, 2026, with
Graf Global Corp. and Halfcourt Holdco, Inc., among other parties, shared a reel on his Instagram (@icecube) account. The transcript of
the reel is below:
O'Shea Jackson Sr.:
[00:01.4]
Yo, what's up? How y', all feeling out there?
I hope everybody's having a great day.
[00:10.2]
Just wanted to get on this Internet and thank
everybody for wishing me a happy birthday this week. You know, it was cool to get all those well wishes from all over the world, you know,
appreciate it also.
[00:29.2]
Incredible week for my folks in New York, all
my family and friends out there. I know you excited, the Knicks bringing home a championship. That's real cool. I know you've been waiting
a long time, long as I can remember, for this moment.
[00:49.8]
And, going through a lot of them with the Lakers.
I know how it feels, you know, I know how it brings the city together. It's a good thing. It's great for New York, it's great for basketball,
but it ain't over yet.
[01:07.1]
A big three start tomorrow. Yep. Saturday, June
20, 4:00pm Eastern on CBS, Inglewood, California, into it dome for those that want to see it live.
[01:24.3]
But, yeah, let's keep this thing going. Great
basketball played at a high level. Now, I know the women are playing, but I'm talking about men's basketball, so it ain't over.
[01:41.5]
The Big Three just about to get started. It's
gonna be a great, great season. Nine, the ninth wonder in the summer, and a lot of people hit me up and congratulating me on, going public
with the Big Three.
[02:00.0]
I'm surprised we the first league to do it. But
why not grow with the public, you know, and the public grow with us. You've gotten us here to these nine seasons, so you might as well
take the ride with us to the promised land.
[02:23.5]
So that's exciting to be able to offer that to
the public and for the public to be, you know, invested in this league much more than just watching it or buying merchandise or betting
on the games or coming, to the games.
[02:40.6]
You know, it's like you can actually own a piece
of the Big three, which is cool, you know, and, if you see where we going, I, do it. So I appreciate everybody for congratulating me on
that, but we're about to get started, man.
[03:03.0]
Tomorrow it's going down. Yeah. June 20th, 4:00pm
Eastern, CBS. Into a dome, Inglewood, California. Yeah. Four games for the price of one.
[03:21.7]
Thank you for supporting the league. We need your
support this summer. You know, I'm asking for your support. You know, even the ones that laughed at us at first, you can get on board
right now. It's cool. No problem, man.
[03:36.7]
I did this for the fans, for us. For basketball
lovers to keep it going, you know, meaningful, Meaningful league in the summer as we all getting ready for the NFL. So here we go.
[03:55.6]
Big three. Yeah, it's going down. We got some
good matchups, too. Check us out tomorrow. Even if you can't check us out and turn your TV on. Cbs, man. You know what I mean? Stop playing.
Much love and much respect. Thank you, man.
[04:11.4]
Let's, have a great season. Yeah. Yeah.
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.
