[SCHEDULE 13G/A] Graf Global Corp. Amended Passive Investment Disclosure
First Trust reports 1.03M shares in Graf Global
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).
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
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.
Insights
Large institutional holders disclosed modest passive stakes under 5%.
The filing shows VARBX with 908,218 shares (3.95%) and a group of First Trust entities holding 1,027,441 shares (4.47%) as of March 31, 2026. These positions are reported with sole voting and dispositive power by the reporting advisers.
Because each stake is below 5%, the filing signals routine institutional ownership reporting rather than an activist or control intent; subsequent filings would show any material change in ownership levels.
Control and attribution are clarified via joint filing and adviser relationships.
The joint filing explains that FTCM acts as investment adviser to client accounts and that FTCS and Sub GP are control persons of FTCM, giving rise to attributed beneficial ownership of 1,027,441 shares. The exhibit references a Joint Filing Statement for attribution structure.
Investors should note the reporting clarifies attribution; governance implications depend on future changes above regulatory thresholds.
Key Figures
VARBX shares:908,218 sharesVARBX percent of class:3.95%First Trust group shares:1,027,441 shares+2 more
5 metrics
VARBX shares908,218 sharesas of March 31, 2026
VARBX percent of class3.95%Class A Ordinary Shares, as of March 31, 2026
First Trust group shares1,027,441 sharesFTCM, FTCS and Sub GP collective, as of March 31, 2026
First Trust group percent4.47%Class A Ordinary Shares, as of March 31, 2026
CUSIPG4036C106Graf Global Corp. Class A Ordinary Shares
Key Terms
beneficially owned, sole dispositive power, Investment Company Act of 1940
3 terms
beneficially ownedregulatory
"As of March 31, 2026 VARBX owned 908,218 shares of the outstanding Ordinary Shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole dispositive powerregulatory
"Sole Dispositive Power 908,218.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Investment Company Act of 1940regulatory
"an investment company registered under the Investment Company Act of 1940"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does First Trust Merger Arbitrage Fund (VARBX) hold in GRAF?
VARBX beneficially owned 908,218 shares of Graf Global Corp. as of March 31, 2026, representing 3.95% of the Class A Ordinary Shares, with sole voting and dispositive power over those shares.
How many Graf Global shares do the First Trust entities collectively report?
First Trust Capital Management L.P., First Trust Capital Solutions L.P. and FTCS Sub GP LLC collectively report beneficial ownership of 1,027,441 shares as of March 31, 2026, representing 4.47% of the Class A Ordinary Shares.
Do the reporting persons claim voting or dispositive power over the shares?
Yes. The filing states that VARBX and the First Trust reporting persons each have sole power to vote and sole power to dispose of their reported shares, with shared powers reported as 0.
Why was this Schedule 13G/A filed jointly by multiple First Trust entities?
The amendment explains the filing is joint because FTCM acts as adviser to client accounts and FTCS and Sub GP are control persons of FTCM; the Joint Filing Statement attached clarifies attribution among those related entities.
Does this filing indicate any holder controls Graf Global?
No. The filing reports institutional ownership below 5% for each reporting grouping and states that no one individual controls FTCS or Sub GP; it does not assert control of the issuer itself.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Graf Global Corp.
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G4036C106
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G4036C106
1
Names of Reporting Persons
First Trust Merger Arbitrage Fund
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
908,218.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
908,218.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
908,218.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.95 %
12
Type of Reporting Person (See Instructions)
IV
SCHEDULE 13G
CUSIP Number(s):
G4036C106
1
Names of Reporting Persons
First Trust Capital Management L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,027,441.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,027,441.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,027,441.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.47 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
G4036C106
1
Names of Reporting Persons
First Trust Capital Solutions L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,027,441.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,027,441.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,027,441.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.47 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
G4036C106
1
Names of Reporting Persons
FTCS Sub GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,027,441.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,027,441.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,027,441.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.47 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Graf Global Corp.
(b)
Address of issuer's principal executive offices:
1790 HUGHES LANDING BOULEVARD, SUITE 400, THE WOODLANDS, TEXAS 77380
Item 2.
(a)
Name of person filing:
This Schedule 13G/A is being filed jointly by First Trust Merger Arbitrage Fund ("VARBX"), First Trust Capital Management L.P. ("FTCM"), First Trust Capital Solutions L.P. ("FTCS") and FTCS Sub GP LLC ("Sub GP").
(1) VARBX, a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940.
(2) FTCM, an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund, an investment company registered under the Investment Company Act of 1940 and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the "Client Accounts").
(3) FTCS, a Delaware limited partnership and control person of FTCM.
(4) Sub GP, a Delaware limited liability company and control person of FTCM.
Each of the persons identified herein is referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Statement attached hereto.
(b)
Address or principal business office or, if none, residence:
The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.
(c)
Citizenship:
United States
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP No.:
G4036C106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including Ordinary Shares of Graf Global Corp (the "Issuer")) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Issuer's Ordinary Shares held in the Client Accounts. As of March 31, 2026 VARBX owned 908,218 shares of the outstanding Ordinary Shares of the Issuer, while FTCM, FTCS and Sub GP collectively owned 1,027,441 shares of the outstanding Ordinary Shares of the Issuer.
FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported in this Schedule 13G/A. No one individual controls FTCS or Sub GP. FTCS and Sub GP do not own any Ordinary Shares of the Issuer for their own accounts.
(b)
Percent of class:
VARBX: 3.95%
FTCM, FTCS and Sub GP: 4.47%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
VARBX: 908218
FTCM, FTCS and Sub GP: 1027441
(ii) Shared power to vote or to direct the vote:
VARBX: 0
FTCM, FTCS and Sub GP: 0
(iii) Sole power to dispose or to direct the disposition of:
VARBX: 908218
FTCM, FTCS and Sub GP: 1027441
(iv) Shared power to dispose or to direct the disposition of:
VARBX: 0
FTCM, FTCS and Sub GP: 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 4.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Item 2.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
