Graf Global Corp. is registering for issuance, if the Business Combination closes, up to 14,159,633 Post-Domestication SPAC shares, 17,500,000 warrants and 17,500,000 shares underlying those warrants; Halfcourt Holdco, Inc. is registering up to 20,210,627 Pubco Class A shares, 17,500,000 Pubco warrants and 17,500,000 underlying shares. A separate resale prospectus covers up to 3,000,000 Pubco Class A shares, 6,000,000 warrants and 6,000,000 underlying shares; Pubco receives no proceeds from selling-holder resales except from cash warrant exercises.
The proposed combination would domesticate Graf Global in Delaware, merge it and BIG3 HoldCo into Pubco subsidiaries, and rename Halfcourt Holdco Big3 Basketball Holdings, Inc. Merger consideration is shares calculated as ($290,000,000 plus the Company’s cash position at the Company Merger Effective Time) divided by $10.83. Pubco Class B shares carry ten votes each, versus one per Class A share; under the no-additional-redemptions scenario, the Big3 Founders are expected to hold 91.5% of voting power. Closing requires $50,000,000 in aggregate cash proceeds after redemptions and expenses. That condition was unsatisfied as of the prospectus date, no binding Transaction Financing agreement existed, and the Company may waive the condition.