Welcome to our dedicated page for Graf Global SEC filings (Ticker: GRAF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Graf Global Corp. filings document the company's SPAC structure, listed securities, capital structure and reporting obligations. Its records include Form 8-K disclosure for exchange-compliance matters and Form 12b-25 notification related to a delayed Form 10-K.
The filings identify Graf Global as a Cayman Islands issuer with Class A ordinary shares, units and warrants listed on NYSE American. They also disclose SPAC-related governance matters, emerging growth company status, shareholder-vote categories and security terms, including the unit composition and warrant structure.
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.
Graf Global Corp. and BIG3 HoldCo LLC announced they entered into a Business Combination Agreement on June 12, 2026 to pursue a proposed business combination. The parties intend to file a registration statement on Form S-4 and, after effectiveness, Graf will mail the proxy statement to Graf shareholders for a vote. Graf previously filed and mailed an Extension Proxy Statement to extend the date to complete an initial business combination; Graf shareholders of record as of June 1, 2026 were provided the proxy materials. The press release and investor presentation are furnished as Exhibits 99.1 and 99.2 to this report. The filing contains forward-looking statements and describes customary risks and the need to read the Registration Statement and proxy materials when available.
Graf Global Corp. is moving to merge with BIG3 HoldCo LLC, owner of the BIG3 professional 3‑on‑3 basketball league, through a SPAC business combination that would create Big3 Basketball Holdings, Inc. listed under the ticker “TONT.”
The deal values BIG3 at $290 million pre‑money, with a pro forma enterprise value of about $331.7 million, funded by Graf’s SPAC trust and a potential PIPE. Existing BIG3 owners are expected to roll over 100% of their equity, and can earn an additional 2 million shares if the new stock trades at or above $15.00 for a sustained period or in a qualifying sale. Closing is targeted for the fourth quarter of 2026 and depends on Graf maintaining at least $50 million in net cash after redemptions and expenses, shareholder approvals, regulatory clearance and exchange listing.
Graf Global Corp. is calling an extraordinary general meeting on June 26, 2026 to ask shareholders to approve an extension of the SPAC’s deadline to complete an initial business combination. The current outside date of June 27, 2026 would be extended to September 27, 2026, with the Board able to add up to three additional one‑month extensions to December 27, 2026 if a definitive agreement is signed by September 27.
Public shareholders may redeem Class A ordinary shares for cash equal to funds in the Trust Account (anticipated at about $10.83 per share) regardless of how they vote. If the extension is not approved and no deal closes by June 27, 2026, the SPAC will liquidate, redeeming 100% of public shares and leaving warrants worthless. The Board recommends voting for both the extension amendment and an adjournment proposal that would allow extra time to solicit votes if needed.
Graf Global Corp. is asking shareholders to approve an amendment to extend the deadline to complete an initial business combination from June 27, 2026 to September 27, 2026, with possible one‑month extensions up to December 27, 2026. The board says more time is needed to identify and close a business combination.
If the extension is approved, Public Shareholders may redeem Public Shares for a per‑share cash amount equal to the aggregate funds in the Trust Account divided by the number of then‑outstanding Public Shares. The Trust Account holds $230,000,000 from the IPO. The Graf Insiders hold 5,750,000 Founder Shares (representing 20% of outstanding Ordinary Shares). Voting thresholds and redemption procedures are described in the Proxy Statement.
Graf Global Corp. reported net income of $2,100,488 for the quarter ended March 31, 2026, driven almost entirely by interest of $2,131,533 on cash held in its IPO trust. General and administrative expenses were modest at $31,045.
The SPAC holds $247,740,885 in its trust account, or about $10.77 per redeemable Class A share, while unrestricted cash was only $928 with a working capital deficit of $1,199,070. Management discloses that the June 27, 2026 deadline to complete a business combination creates substantial doubt about the company’s ability to continue as a going concern.
Graf Global Corp. filings show Fort Baker Capital Management LP, Steven Patrick Pigott and Fort Baker Capital, LLC jointly report beneficial ownership of 1,496,519 Class A ordinary shares, representing 6.5% of the class.
The percentage was calculated using the issuer's stated 23,000,000 Class A shares outstanding as of May 11, 2026. The reporting persons state shared voting and shared dispositive power over the listed shares.
Graf Global Corp. Schedule 13G/A reports that First Trust Merger Arbitrage Fund (VARBX) beneficially owned 908,218 shares of Class A Ordinary Shares as of March 31, 2026 (representing 3.95% of the class). The filing also reports that First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC collectively had beneficial ownership of 1,027,441 shares as of the same date (representing 4.47%), with sole voting and dispositive power over those shares. The filing is a joint amendment and clarifies addresses and control relationships among the reporting persons.
Barclays PLC reports beneficial ownership of 1,610,000 shares of GRAF GLOBAL CORP-CL A common stock, representing 7.00% of the class as reported on 03/31/2026. The filing states Barclays has sole voting and sole dispositive power over the 1,610,000 shares.
Graf Global Corp. is a SPAC with $230 million held in trust to complete a business combination. The Cayman Islands company raised this capital by selling 23,000,000 units at $10.00 per unit in June 2024, each including a Class A share and half a redeemable warrant exercisable at $11.50.
Its sponsor and Cantor Fitzgerald bought 6,000,000 private placement warrants for $6 million, and the sponsor holds 5,750,000 Class B founder shares, originally sized to represent 20% of post‑IPO shares. As of May 11, 2026, 23,000,000 Class A and 5,750,000 Class B ordinary shares were outstanding.
The company has 24 months from its IPO closing, referred to as the Completion Window, to close an initial business combination or redeem all public shares at a price based on the funds in the trust account, initially anticipated to be about $10.00 per share plus interest, subject to taxes and possible creditor claims.
Public shareholders are offered redemption rights in connection with a business combination or certain charter amendments, while the sponsor and insiders have waived redemption and liquidation rights on their founder shares. Extensive risk disclosures highlight potential dilution from founder shares and underwriting fees, redemption constraints, conflicts of interest, market volatility, and the possibility that no deal is completed before liquidation.