Graf Global Corp SEC Filings

Graf Global Corp. director Fred S. Zeidman converted 30,000 Class B Ordinary Shares into 30,000 Class A Ordinary Shares on June 18, 2026 on a one-for-one basis for no consideration. After the conversion, he holds 30,000 Class A Ordinary Shares directly and no Class B shares.

Graf Global Corp. director Louis Belanger-Martin converted 30,000 Class B Ordinary Shares into 30,000 Class A Ordinary Shares on June 18, 2026. The conversion was on a one-for-one basis for no cash consideration.

Following the transaction, he directly holds 30,000 Class A Ordinary Shares and no Class B Ordinary Shares. The footnotes state that Class B shares are convertible into Class A shares one-for-one and automatically convert at the closing of the issuer's initial business combination, subject to anti-dilution adjustments.

Graf Global Corp. filed a Rule 425 communication disclosing a LinkedIn post by BIG3 HoldCo LLC about the previously announced Business Combination Agreement dated June 12, 2026. The filing states PubCo and BIG3 intend to file a Form S-4 registration statement and that a proxy statement will be mailed to GRAF shareholders after effectiveness.

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.

Graf Global Corp. filed a Rule 425 communication regarding the proposed business combination with BIG3 HoldCo LLC and Halfcourt Holdco, Inc., referencing the Business Combination Agreement dated June 12, 2026 and a social media post by BIG3 on June 16, 2026.

The filing states that PubCo and BIG3 intend to file a registration statement on Form S-4, and that, after effectiveness, Graf will mail the proxy statement included therein to Graf shareholders for a vote on the proposed transaction. The communication cautions that it is not a substitute for the registration statement and highlights forward-looking statements and customary risks.

Graf Global Corp. furnished communications under Rule 425 relating to the previously disclosed Business Combination Agreement with BIG3 HoldCo LLC and Halfcourt Holdco, Inc., including social media posts and a Sports Business Journal article dated June 15, 2026.

The filing states that an investor presentation and the Business Combination Agreement (dated June 12, 2026) were filed as exhibits to Form 8-Ks and that PubCo and BIG3 intend to file a registration statement on Form S-4; after effectiveness Graf will mail the proxy statement to Graf shareholders in connection with the vote on the proposed business combination.

Graf Global Corp. filed a communication under Rule 425 reprinting media coverage and management comments about a proposed business combination with BIG3 HoldCo LLC and Halfcourt Holdco, Inc. The Bloomberg article values BIG3 at $290 million pre-money and states 100% of existing equity is expected to convert to common stock at closing.

The parties filed an investor presentation and the Business Combination Agreement dated June 12, 2026 as exhibits to Form 8-K; PubCo and BIG3 intend to file a registration statement on Form S-4. The filing notes the transaction is expected to close in the fourth quarter and describes required SEC filings and proxy solicitation steps, including that materials will be mailed after the Registration Statement is declared effective.

Graf Global Corp. (GRAF) entered into a Business Combination Agreement to combine with BIG3 HoldCo LLC through a series of transactions including a Domestication to Delaware, reciprocal mergers (the SPAC Merger and Company Merger) and related arrangements. The aggregate Merger Consideration for Big3 equity equals ( $290,000,000 plus Big3's Cash Position ) divided by the Per Share Price, and Pubco will issue an additional 2,000,000 Earnout Shares subject to vesting tied to a $15.00 per-share earnout trigger or a qualifying sale. The parties anticipate Closing in Q4 2026, subject to shareholder, noteholder and customary closing conditions, including at least $50,000,000 available from Graf’s Trust Account plus transaction financing. Graf also issued a $200,000 convertible promissory note with a $10.00 conversion price and associated warrants. Various ancillary agreements include a Sponsor Support Agreement, lock-ups, registration rights, warrant assumption and sponsor indemnification.

Graf Global Corp. amended a prior report to detail its planned business combination with BIG3 HoldCo LLC, which runs a professional three‑on‑three basketball league. The deal will be executed through a Domestication to Delaware and dual mergers into a new holding company, Pubco.

Big3 equity and convertible holders will receive Pubco stock based on a $290,000,000 equity value plus Big3’s cash, divided by a per‑share price, plus 2,000,000 earnout shares that vest if Pubco’s stock reaches $15.00 or in a qualifying sale. Closing is targeted for Q4 2026, subject to shareholder approvals, regulatory clearances and a minimum $50,000,000 cash condition.

The filing also describes sponsor support, forfeiture and earnout equity, lock‑ups, registration rights, warrant assumption, a dual‑class voting structure at Pubco, and a fully drawn $200,000 convertible promissory note that can convert into Graf Class A shares at $10.00 per share with associated warrants.