Delayed 10-K puts Graf Global (NYSE: GRAF) at delisting risk

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Graf Global Corp. received a notice from NYSE American on April 16, 2026 stating it is not in compliance with Section 1007 of the NYSE American Company Guide because it has not timely filed its Annual Report on Form 10-K for the year ended December 31, 2025. The notice does not immediately affect trading, but the company’s securities may be delisted if it does not regain compliance. Graf Global has up to six months from the report’s due date, and potentially a further six months if the exchange grants an extension, to file the Form 10-K and cure the delinquency. The company says it is working diligently and intends to file the Annual Report as soon as practicable.

Positive

None.

Negative

NYSE American noncompliance notice and delisting risk: Graf Global has been notified it is not in compliance with Section 1007 because its Form 10-K for the year ended December 31, 2025 was not filed on time, exposing its NYSE American listing to potential delisting if the delinquency is not cured.

Insights

Graf Global faces NYSE noncompliance over a delayed 10-K, creating delisting risk.

Graf Global Corp. has not filed its Form 10-K for the year ended December 31, 2025, prompting NYSE American to issue a Section 1007 noncompliance notice. The company’s securities remain listed for now, but the exchange has formally flagged the filing delinquency.

Under NYSE American rules, Graf Global has an initial six-month window from the 10-K due date to file the report and regain compliance, with the possibility to request up to six additional months. The exchange may still begin delisting procedures earlier if circumstances warrant.

The company states it is working diligently and intends to file the Annual Report as soon as practicable, but there is no assurance it will do so within the permitted timeframe or that any requested extension will be granted. Subsequent company filings will clarify whether the 10-K has been submitted and compliance restored.

8-K Event Classification

3 items: 3.01, 7.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Noncompliance notice date: April 16, 2026 Fiscal year covered by delayed 10-K: Year ended December 31, 2025 Automatic cure period: Six months +2 more

5 metrics

Noncompliance notice date April 16, 2026 Date NYSE American notified Graf Global of Section 1007 noncompliance

Fiscal year covered by delayed 10-K Year ended December 31, 2025 Annual Report on Form 10-K not filed on time

Automatic cure period Six months Period from the 10-K due date to cure filing delinquency

Potential additional trading period Up to six months Further period NYSE American may allow upon company request

Press release date April 22, 2026 Date Graf Global publicly announced receipt of the NYSE American notice

Key Terms

Section 1007, NYSE American Company Guide, Annual Report on Form 10-K, forward-looking statements, +1 more

5 terms

Section 1007 regulatory

"stating that the Company is not in compliance with Section 1007 of the NYSE American Company Guide"

NYSE American Company Guide regulatory

"is not in compliance with Section 1007 of the NYSE American Company Guide"

A handbook of rules and requirements that govern companies listed on the NYSE American market, covering eligibility to list, ongoing disclosure duties, corporate governance expectations, and trading practices. It matters to investors because it sets the minimum standards companies must meet to join and remain on that exchange — like a routine safety inspection that signals basic reliability and transparency — helping investors judge regulatory compliance, quality of public information, and potential risks to a stock’s value.

Annual Report on Form 10-K financial

"has not timely filed its Annual Report on Form 10-K as of and for the year ended December 31, 2025"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

forward-looking statements regulatory

"This press release includes “forward-looking statements”. These forward-looking statements are based on management’s current expectations."

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.

blank check company financial

"Graf Global Corp. is a blank check company whose business purpose is to effect a merger"

A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.

Understanding 8-K Material Events →

04/22/2026 - 04:46 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): April 16, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed in the Form 12b-25 filed on April 1, 2026 by Graf Global Corp., a Cayman Islands exempted company (the “Company”), the Company requires additional time to file its Annual Report on Form 10-K as of and for the year ended December 31, 2025 (the “Annual Report”) with the Securities and Exchange Commission (the “SEC”).

On April 16, 2026, the Company received a notice (the “Notice”) from the NYSE Regulation staff of the NYSE American LLC (the “NYSE American”) stating that the Company is not in compliance with Section 1007 of the NYSE American Company Guide (the “Rule”) because it has not timely filed its Annual Report with the SEC. The Rule requires listed companies to timely file all required periodic financial reports with the SEC. The Notice has no immediate effect on the listing or trading of the Company’s securities. However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from the NYSE American.

Under NYSE American listing standards, the Company automatically has a period of six months from the due date of the Annual Report to cure the filing delinquency by filing the Annual Report. If the Company fails to file the Annual Report within such six-month period, it can submit a request to the NYSE American to allow the Company’s securities to continue to trade on the NYSE American for up to a further six months. However, there can be no assurance that the NYSE American will accept the Company’s request or that the Company will be able to regain compliance within any extension period granted by the NYSE American. The NYSE American may commence delisting procedures at any time during the period that is available to the Company to complete the filing, if circumstances warrant.

The Company is working diligently to complete its Annual Report. The Company intends to file the Annual Report as soon as practicable to regain compliance with the Rule.

Item 7.01 Regulation FD

On April 22, 2026, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

Forward-Looking Statements

This Current Report on Form 8-K and the exhibit hereto include “forward-looking statements”. Certain of these forward-looking statements can be identified by the use of words such as “intends”, “may”, “will” or other similar expressions. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual future events, results or achievements to be materially different from the Company’s expectations expressed or implied by the forward-looking statements. Such factors include, but are not limited to: the preparation of the Company’s financial statements for the year ended December 31, 2025, and the risk that such preparation takes longer than anticipated; the Company’s ability to regain and maintain compliance with the requirements of the NYSE American; adverse effects on the Company’s business related to the disclosures made in this Current Report on Form 8-K or the exhibit hereto, or the initiation of new legal proceedings; and volatility of the Company’s stock price; as well as the business, financial, and accounting risks and the other important risk factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 13, 2025, and the Company’s other filings with the SEC. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and are based on information available to the Company as of the date of this Current Report on Form 8-K, and the Company assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release, dated April 22, 2026
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: April 22, 2026

Exhibit 99.1

GRAF GLOBAL CORP. RECEIVES NYSE AMERICAN NOTICE

REGARDING DELAYED FORM 10-K FILING

THE WOODLANDS, TX, April 22, 2026 – Graf Global Corp. (NYSE American: GRAF) (the “Company”) announced today that it received a notice on April 16, 2026, from the NYSE American LLC stating that the Company is not in compliance with Section 1007 of the NYSE American Company Guide (the “Rule”) because it has not timely filed its Annual Report on Form 10-K as of and for the year ended December 31, 2025 (the “Annual Report”) with the Securities and Exchange Commission (the “SEC”). The Notice has no immediate effect on the listing or trading of the Company’s securities. However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting.

The Company intends to file the Annual Report as soon as practicable to regain compliance with the Rule.

About Graf Global Corp.

Graf Global Corp. is a blank check company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Cautionary Note Regarding Forward-Looking Statements

This press release includes “forward-looking statements”. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties that may cause actual future results to be materially different from the Company’s expectations. Such factors include, but are not limited to: the risk that such preparation of the Company’s Annual Report takes longer than anticipated; the Company’s ability to regain and maintain compliance with the requirements of the NYSE American; adverse effects on the Company’s business related to the disclosures made in this press release, or the initiation of new legal proceedings; and volatility of the Company’s stock price; as well as the risks discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 13 2025, and the Company’s other filings with the SEC. These forward-looking statements speak only as of the date of this press release, and the Company assumes no obligation to update any forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements.

Contact:

James Graf

Chief Executive Officer, Chief Financial Officer and Director

Graf Global Corp.

james@grafacq.com

Source: View Original Filing on SEC EDGAR

FAQ

Why did Graf Global Corp. (GRAF) receive a NYSE American noncompliance notice?

Graf Global received the notice because it did not timely file its Annual Report on Form 10-K for the year ended December 31, 2025. NYSE American’s Section 1007 requires listed companies to file all required periodic reports on time with the SEC.

Does the NYSE American notice immediately affect trading in Graf Global (GRAF) shares?

The notice has no immediate effect on the listing or trading of Graf Global’s securities. However, if the company does not regain compliance by filing its delayed Form 10-K within allowed timeframes, its securities may ultimately be subject to delisting from NYSE American.

How long does Graf Global Corp. have to file its delayed Form 10-K?

Graf Global has an automatic six‑month period from the Form 10-K due date to cure the filing delinquency by submitting the report. It may then request up to an additional six months of trading, subject to NYSE American’s discretion to grant or deny that extension.

What happens if Graf Global (GRAF) cannot regain NYSE American compliance?

If Graf Global fails to file its Form 10-K within the available periods, NYSE American may delist its securities. The exchange can also commence delisting procedures at any time during the cure or potential extension period if it believes circumstances warrant earlier action.

What is Graf Global Corp.’s stated plan regarding the delayed Form 10-K?

Graf Global says it is working diligently to complete its Annual Report on Form 10-K for the year ended December 31, 2025. The company states that it intends to file the report as soon as practicable in order to regain compliance with NYSE American’s Section 1007 requirements.

What type of company is Graf Global Corp. (GRAF)?

Graf Global is described as a blank check company formed to pursue a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. It has not yet completed such a business combination as referenced in the disclosure.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EXHIBIT 99.1 5.2 KB