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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
26, 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:
| ¨ | 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 8.01. Other Events.
As previously disclosed, shareholders
of Graf Global Corp. (the “Company”) were invited to attend an extraordinary general meeting (the “Meeting”)
to seek shareholder approval of an amendment to the Company’s amended and restated memorandum and articles of association to extend
(the “Extension”) the date by which the Company must consummate an initial business combination, as described
more fully in the definitive proxy statement (the “Proxy Statement”), filed by the Company with the U.S. Securities and Exchange
Commission (the “SEC”) on June 8, 2026. The Meeting was scheduled to occur at 10:00 a.m. Eastern Time on June 26, 2026.
On June 26, 2026, at 10:00
a.m. Eastern Time, the Company convened the Meeting and, following the approval by the shareholders of a proposal to adjourn the Meeting,
the Company adjourned the Meeting to June 26, 2026, at 3:00 p.m. Eastern Time. Accordingly, the reconvened Meeting will be held on June
26, 2026 at 3:00 p.m., Eastern Time, at the offices of White & Case LLP, the Company’s legal counsel, located at 1221 Avenue
of the Americas, New York, NY 10020, and virtually via live webcast at https://www.cstproxy.com/grafglobalcorp/2026. Only shareholders
of record as of the close of business on June 1, 2026, the record date established for voting on the Extension, are entitled to vote at
the reconvened Meeting.
Shareholders who have previously
submitted shares for redemption or who have voted by proxy do not need to do anything prior to the Meeting unless they change their decision
as to redemption or voting. Shareholders may withdraw redemptions at any time until the vote is taken with respect to the Extension. Shareholders
may request to reverse their redemption by contacting the Company’s transfer agent, Continental Stock Transfer & Trust Company,
at One State Street, 30th Floor, New York, New York 10004 (e-mail: spacredemptions@continentalstock.com).
Additional Information About the Extension
and Where to Find it
The Company filed a definitive
proxy statement with the SEC on June 8, 2026 (the “Extension Proxy Statement”) in connection with the Company’s
solicitation of proxies for the vote by shareholders to approve the Extension. The Company has filed and mailed the Extension Proxy Statement
to the Company’s shareholders of record as of June 1, 2026, the record date established for voting on the Extension. The Company
may also file other relevant documents regarding the Extension with the SEC. This Current Report on Form 8-K (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 the Company, and other interested persons are urged to read the Extension Proxy Statement and any amendments or supplements thereto
when available in connection with the Company’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 the Company and the Extension.
Participants in the Solicitation
The Company and its directors
and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies of the Company’s shareholders
in connection with the Extension. Investors and security holders may obtain more detailed information regarding the names and interests
of the Company’s directors and officers in the Extension in the Company’s filings with the SEC, including its 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 the Extension Proxy Statement, 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 the Company’s
shareholders in connection with the Extension is set forth in the Extension Proxy Statement. Investors, shareholders and other interested
persons are urged to read the Extension Proxy Statement 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. Investors, shareholders
and other interested persons will be able to obtain free copies of the Extension Proxy Statement through the website maintained by the
SEC at www.sec.gov.
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 Extension or (ii) an offer
to sell, a solicitation of an offer to buy or a recommendation to purchase any security of the Company or any of its 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.
Forward Looking Statements
This Report includes “forward-looking
statements”. Forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of
known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of the Company’s control,
that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include: the risk that approval of the Company’s shareholders for the Extension
is not obtained; the level of redemptions made by the Company’s shareholders in connection with the Extension and its impact on
the amount of funds available in the Company’s trust account; and those factors discussed in the Company’s Annual Report on
Form 10-K filed with the SEC on May 11, 2026, any subsequent Quarterly Report on Form 10-Q filed with the SEC and in the other reports
the Company files with the SEC, including the Extension Proxy Statement. The Company does not undertake any obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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 26, 2026 |
|
|
|
