Graf Global (NYSE: GRAF) converts 5.75M Class B founder shares to Class A

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Graf Global Corp. reports that its sponsor and three directors converted an aggregate of 5,749,999 Class B ordinary shares into 5,749,999 Class A ordinary shares on a one-for-one basis. This internal recapitalization was effected under the company’s governing documents and relied on a Section 3(a)(9) exemption from Securities Act registration.

After these conversions, as of June 18, 2026, Graf Global had 28,749,999 Class A ordinary shares and 1 remaining Class B ordinary share outstanding, which is held by the sponsor. The newly issued Class A shares carry the same transfer restrictions and waiver of redemption rights that previously applied to the converted Class B shares.

Insights

Graf Global converts most founder Class B shares into Class A while keeping prior restrictions.

Graf Global’s sponsor and three directors converted 5,749,999 Class B ordinary shares into an equal number of Class A ordinary shares. This reshapes the share classes by moving almost all founder equity into the publicly listed Class A category without changing total economic ownership.

The filing states that the Class A shares issued on conversion remain subject to the same transfer limits and waiver of redemption rights that bound the Class B shares. The transaction used a Securities Act Section 3(a)(9) exemption, indicating a non-cash, issuer-related exchange rather than a new capital raise or public offering.

Following the transaction, there are 28,749,999 Class A shares and only 1 Class B share outstanding, held by the sponsor. Future disclosures could further explain how this simplified capital structure affects governance features tied to the formerly larger Class B pool.

8-K Event Classification

2 items: 3.02, 8.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Class B to Class A conversion: 5,749,999 shares Class A shares outstanding: 28,749,999 shares Class B shares outstanding: 1 share +2 more

5 metrics

Class B to Class A conversion 5,749,999 shares Aggregate Class B shares converted one-for-one into Class A

Class A shares outstanding 28,749,999 shares Issued and outstanding as of June 18, 2026

Class B shares outstanding 1 share Single remaining Class B share held by the sponsor as of June 18, 2026

Warrant exercise price $11.50 per share Exercise price for each whole warrant to purchase one Class A share

Par value per share $0.0001 per share Par value for both Class A and Class B ordinary shares

Key Terms

Emerging growth company, Section 3(a)(9), Class B ordinary shares, waiver of redemption rights, +1 more

5 terms

Emerging growth company regulatory

"Emerging growth company x The information disclosed under Item 8.01"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Section 3(a)(9) regulatory

"in reliance on the exemption from registration provided by Section 3(a)(9) thereof"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

Class B ordinary shares financial

"convert an aggregate of 5,749,999 Class B ordinary shares, par value $0.0001 per share"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

waiver of redemption rights financial

"including, among other things, certain transfer restrictions and waiver of redemption rights"

redeemable warrant financial

"one-half of one redeemable warrant | GRAF.U | NYSE American LLC"

A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.

FAQ

What capital structure change did Graf Global Corp. (GRAF) disclose?

Graf Global disclosed that its sponsor and three directors converted 5,749,999 Class B ordinary shares into 5,749,999 Class A ordinary shares. This moves most founder equity into the Class A share class while preserving prior restrictions on those converted shares.

How many Graf Global (GRAF) shares are outstanding after the conversion?

After the conversion on June 18, 2026, Graf Global had 28,749,999 Class A ordinary shares and 1 Class B ordinary share outstanding. The sponsor holds the single remaining Class B share, reflecting a largely unified Class A equity structure.

Who participated in the Graf Global (GRAF) Class B to Class A conversions?

Graf Global’s sponsor, Graf Global Sponsor LLC, and directors Louis Bélanger-Martin, Kenneth Weinstein, and Fred Zeidman converted their Class B ordinary shares. Together, they exchanged an aggregate of 5,749,999 Class B shares into an equal number of Class A shares.

Were the new Graf Global (GRAF) Class A shares registered with the SEC?

The Class A ordinary shares issued upon conversion were not registered under the Securities Act. Graf Global relied on the exemption from registration provided by Section 3(a)(9), which covers exchanges with existing security holders in specified circumstances.

Do the converted Graf Global (GRAF) Class A shares have any restrictions?

Yes. The Class A shares issued in the conversion remain subject to the same restrictions that applied to the Class B shares. These include transfer restrictions and a waiver of redemption rights, as described in Graf Global’s initial public offering prospectus.

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Understanding 8-K Material Events →

Available on EDGAR 06/18/2026 - 04:36 PM Accepted by SEC EDGAR 06/18/2026 - 04:35 PM

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 18, 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)

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

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:

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))

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 3.02

Unregistered Sales of Equity Securities.

The information disclosed under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein.

The issuance of the Class A Ordinary Shares upon the Conversion has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

Item 8.01

Other Events.

On June 18, 2026, Graf Global Sponsor LLC (the “Sponsor”), and certain members of the board of directors of Graf Global Corp. (the “Company”), Louis Bélanger-Martin, Kenneth Weinstein and Fred Zeidman (such directors together with the Sponsor, the “Converting Shareholders”), irrevocably exercised their right to convert (the “Conversions”) an aggregate of 5,749,999 Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”), on a one-for-one basis into an aggregate of 5,749,999 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), pursuant to the terms of the Class B Ordinary Shares and the Company’s Amended and Restated Memorandum and Articles of Association.

Following the Conversions, as of June 18, 2026, the Company had an aggregate of 28,749,999 Class A Ordinary Shares issued and outstanding and 1 Class B Ordinary Share issued and outstanding. The Sponsor holds the only Class B Ordinary Share that remains issued and outstanding. The Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Conversion, including, among other things, certain transfer restrictions and waiver of redemption rights, as described in the prospectus for the Company’s initial public offering.

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, Chief Financial Officer and Director

Dated: June 18, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Graf Global (NYSE: GRAF) converts 5.75M Class B founder shares to Class A

Rhea-AI Filing Summary

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