UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): June 12, 2026
GRAF
GLOBAL CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands
(State
or other jurisdiction
of incorporation) |
001-42142
(Commission
File Number) |
N/A
(IRS Employer
Identification No.) |
1790 Hughes Landing Blvd., Suite 400
The
Woodlands, Texas 77380
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (310) 745-8669
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| x | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
|
Title of each
class |
Trading
Symbol(s) |
Name of each
exchange on
which registered |
| Units,
each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one
redeemable warrant |
GRAF.U |
NYSE American LLC |
| Class
A ordinary shares, par value $0.0001 per share |
GRAF |
NYSE
American LLC |
| Warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per
share |
GRAF WS |
NYSE
American LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure.
On June 12, 2026, Graf Global Corp., a Cayman
Islands exempted company (“Graf”) and BIG3 HoldCo LLC, a Delaware limited liability company (“Big3”)
issued a joint press release announcing their entry into the business combination agreement (the “Business Combination Agreement”)
relating to a proposed business combination (the “Business Combination”) among Graf, Big3 and the other parties thereto
(the “Parties”). The press release is furnished hereto as Exhibit 99.1 and incorporated by reference into this Item
7.01.
Furnished as Exhibit 99.2 hereto and incorporated
into this Item 7.01 by reference is the investor presentation that Graf and Big3 have prepared for use in connection with the Business
Combination.
The foregoing (including Exhibits 99.1 and 99.2)
is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will
it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”)
or the Exchange Act.
Additional Information about the Business Combination
and Where to Find It
In
connection with the proposed Business Combination, the Parties to the Business Combination Agreement intend to file relevant materials
with the Securities and Exchange Commission (the “SEC”), including a registration statement on Form S-4 that Halfcourt
Holdco, Inc., a Delaware corporation (“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
Current Report on Form 8-K (this “Report”) 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 BUSINESS COMBINATION, 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.
Additional Information About the Extension
and Where to Find it
Graf filed a definitive proxy statement with the
SEC on June 8, 2026 (the “Extension Proxy Statement”) in connection with Graf’s solicitation of proxies for the
vote by Graf shareholders to approve an amendment to Graf’s amended and restated memorandum and articles of association to extend
(the “Extension”) the date by which Graf must consummate an initial business combination. Graf has filed and mailed
the Extension Proxy Statement to Graf’s shareholders of record as of June 1, 2026, the record date established for voting on the
Extension. Graf may also file other relevant documents regarding the Extension with the SEC. This Report does not contain all the information
that should be considered concerning the Extension and is not intended to form the basis of any investment decision or any other decision
in respect of the Extension. Before making any voting or investment decision, investors, security holders of Graf, and other interested
persons are urged to read the Extension Proxy Statement and any amendments or supplements thereto when available in connection with Graf’s
solicitation of proxies for its extraordinary meeting of shareholders to be held to approve the Extension, because these documents will
contain important information about Graf and the Extension.
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 and in connection with the Extension. 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, in connection with the Extension, 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 (i) the proposed Business Combination will be set forth in the Registration Statement, which is expected be filed by
Pubco and Big3 with the SEC and (ii) the Extension is set forth in the Extension Proxy Statement. Investors, shareholders and other interested
persons are urged to read the Extension Proxy Statement, the Registration Statement and the 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 Extension and the proposed Business Combination. Investors, shareholders and other interested
persons will be able to obtain free copies of the Extension Proxy Statement and 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 Report 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 Report 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 Report, including, but not limited to: uncertainties as to the timing of the completion 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 the 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 Report 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 the Extension
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 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.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated June 12, 2026. |
| 99.2 |
|
Investor Presentation. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
GRAF GLOBAL CORP. |
| |
|
|
|
| |
By: |
/s/ James A. Graf |
| |
|
Name: |
James A. Graf |
| |
|
Title: |
Chief Executive Officer and Chief Financial Officer |
| |
|
|
|
| Dated: June 12, 2026 |
|
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