Graf Global swings to $5.26K net loss in Q3 2026

Available on EDGAR 11/13/2026 - 04:33 PM EST Accepted by SEC EDGAR 11/13/2026 - 04:31 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Graf Global Corp. (TONT), a blank-check company seeking a business combination, reported a third-quarter net loss of $5,255, compared with net income of $1,748,701 a year earlier. Nine-month net income was $1,588,180, down from $6,215,425; the company says its income comes from interest on trust funds and it will not generate operating revenue until a business combination is completed.

Shareholders approved an extension in June, while 14,590,367 Class A ordinary shares were redeemed for approximately $10.86 each; the Trust Account held $92,195,648 at September 30. Graf has a proposed business combination with BIG3 HoldCo LLC and PubCo under an agreement signed June 12, involving a Delaware domestication and mergers subject to the agreement’s conditions. The board extended the deadline to November 27, with discretion for one further one-month extension to December 27.

A Form S-4 was filed October 28 and had not been declared effective when the financial statements were issued. At September 30, operating cash was $51,220, the working capital deficit was $3,958,030, and related-party convertible notes totaled $500,000.

Positive

• None.

Negative

• Minor pointThird-quarter net result was a $5,255 loss, versus $1,748,701 income in 2025.
• Minor pointNine-month net income was $1,588,180, versus $6,215,425 in 2025.

Filing Explained

Closing may shift Sponsor shares and, if Harraden converts its note, add lender shares; the filing does not describe either as completed.

The BIG3 combination remains unclosed, and the filing adds deal-contingent changes to the Sponsor’s holdings: it must forfeit and surrender 2,750,000 Founder Shares if closing occurs. The Sponsor may transfer up to 500,000 more Founder Shares to support non-redemptions, investment, or the transaction; any of those shares not transferred are to be forfeited at closing.

Separately, 425,602 Founder Shares are to be transferred to non-redeeming shareholders after closing, provided they do not redeem the covered shares. On November 9, 2026, the company signed a related-party note allowing up to $100,000; $50,000 had been borrowed by the report date. Harraden may convert the loan into shares at $10 per share and, for each dollar funded under the note immediately before closing, is entitled to one warrant and one Sponsor-share transfer; those transferred shares have no transfer restrictions.

If issued, conversion shares would increase the total share count and reduce existing holders’ percentage ownership, absent offsetting changes; transfers of existing Sponsor shares shift ownership without adding shares.

Key Figures

Net income (loss), three months: -$5,255 Net income, nine months: $1,588,180 Trust Account balance: $92,195,648 +5 more

8 metrics

Net income (loss), three months -$5,255 Three months ended September 30, 2026; compared with net income of $1,748,701 in 2025

Net income, nine months $1,588,180 Nine months ended September 30, 2026; compared with $6,215,425 in 2025

Trust Account balance $92,195,648 September 30, 2026; compared with $245,609,352 at December 31, 2025

Operating cash $51,220 September 30, 2026

Working capital deficit $3,958,030 September 30, 2026

Shares redeemed 14,590,367 Class A ordinary shares; approximately $10.86 per share In connection with the June 2026 shareholder meeting and extension

Related-party convertible notes outstanding $500,000 September 30, 2026

Business combination deadline November 27, 2026 The board elected a further one-month extension on October 23, 2026; one additional one-month extension to December 27, 2026 is permitted

Key Terms

Non-Redemption Agreements, temporary equity, Level 3, working capital deficit, +2 more

6 terms

Non-Redemption Agreements financial

"entered into Non-Redemption Agreements"

A non-redemption agreement is a contract in which a security holder agrees not to demand repayment, cashing out, or forced buyback of their shares or debt for a set period. Think of it like agreeing to leave money in a shared pot rather than asking for your portion back immediately; it preserves company cash flow and reduces near-term liabilities. Investors care because it affects a company’s short-term liquidity, the timing of potential payouts, and the predictability of future ownership or debt levels.

temporary equity financial

"presented as temporary equity"

Equity-like securities that accounting rules require to be reported separately from permanent shareholders’ equity because the holder can force or the issuer is obligated to settle them in cash or other assets (or they will be settled on a specified date). Examples include mandatorily redeemable shares and certain convertible instruments with required cash settlement; on the balance sheet they appear between liabilities and shareholders’ equity (often called mezzanine or temporary equity) rather than as part of common equity.

Level 3 financial

"classified as Level 3 within the fair value hierarchy"

Level 3 describes the lowest-confidence category in the accounting “fair value” hierarchy, covering assets or liabilities whose prices are not observable in the market and must be estimated using judgment and internal models. For investors, Level 3 items matter because they can introduce greater uncertainty and potential valuation swings—like valuing a unique antique versus checking a price tag on a supermarket shelf—so they signal higher model risk and lower liquidity.

working capital deficit financial

"working capital deficit of $3,958,030"

A working capital deficit occurs when a company's short-term obligations—like bills, supplier payments and near-term debt—are larger than its readily available short-term resources such as cash, money expected from customers, and inventory that can be sold. Like a household whose monthly bills exceed its checking account, it signals potential difficulty paying immediate expenses, which matters to investors because it raises the chance the company will need outside financing or cut operations, affecting risk and value.

cashless basis technical

"exercise warrants on a cashless basis"

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

over-allotment option financial

"full exercise of their over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were TONT’s earnings in the third quarter of 2026?

Graf Global reported a net loss of $5,255 for the three months ended September 30, 2026, versus net income of $1,748,701 in 2025. For the nine months ended September 30, 2026, net income was $1,588,180, compared with $6,215,425 a year earlier.

How much remained in TONT’s Trust Account after the June redemptions?

Shareholders redeemed 14,590,367 Class A ordinary shares for approximately $10.86 per share, leaving approximately $91.4 million in the Trust Account after those redemptions. The Trust Account balance was $92,195,648 at September 30, 2026.

What is the status of TONT’s proposed BIG3 business combination?

Graf Global entered into a business combination agreement with BIG3 HoldCo LLC, PubCo and merger subsidiaries on June 12, 2026. A Form S-4 relating to the proposed transaction was filed on October 28, 2026, and had not been declared effective when the financial statements were issued.

What is TONT’s business combination deadline?

The board extended the deadline to October 27, 2026, then elected to extend it to November 27, 2026. The board may exercise one further one-month extension, to December 27, 2026; the extension terms require a definitive business combination agreement to have been executed by September 27, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                       

Commission file number: 001-42142

GRAF GLOBAL CORP.

(Exact Name of Registrant as Specified in Its Charter)

​	​	​
Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1790 Hughes Landing Blvd., Suite 400 The Woodlands, Texas	​	77380
(Address of principal executive offices)	​	(Zip Code)

​

(310) 745-8669

(Issuer’s telephone number)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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		TONT U		NYSE American LLC
Class A ordinary shares, par value $0.0001 per share		TONT		NYSE American LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		TONT WS		NYSE American LLC

​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​	​	​	​	​
Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Smaller reporting company	☒
			Emerging growth company	☒

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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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒  No ☐

As of November 12, 2026, there were 14,159,632 Class A ordinary shares, par value $0.0001 per share, and 1 Class B ordinary share, par value $0.0001 per share, of the registrant issued and outstanding.

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GRAF GLOBAL CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2026

TABLE OF CONTENTS

​	​	​
	​ ​ ​	Page
Part I. Financial Information
Item 1. Interim Financial Statements
Condensed Balance Sheets as of September 30, 2026 (Unaudited) and December 31, 2025		1
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2026 and 2025 (Unaudited)		3
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3. Quantitative and Qualitative Disclosures About Market Risk		30
Item 4. Controls and Procedures		31
Part II. Other Information
Item 1. Legal Proceedings		32
Item 1A. Risk Factors		32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		32
Item 3. Defaults Upon Senior Securities		33
Item 4. Mine Safety Disclosures		33
Item 5. Other Information		34
Item 6. Exhibits		34
Signatures		35

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PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

GRAF GLOBAL CORP.

CONDENSED BALANCE SHEETS

​	​	​	​	​	​	​
​	​ ​ ​	September 30,		​ ​ ​	December 31,
​	​	2026		​	2025
​	​	(Unaudited)		​	​	​
Assets	​	​	​	​	​	​
Current assets		​	​	​	​	​
Cash	​	$	51,220	​	$	699
Prepaid expenses	​		28,750	​		115,552
Total current assets	​		79,970	​		116,251
Cash held in Trust Account	​		92,195,648	​		245,609,352
Total Assets	​	$	92,275,618	​	$	245,725,603
​	​	​	​	​	​	​
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	​		​	​	​	​
Current liabilities	​		​	​	​	​
Due to related party	​	$	—	​	$	14,663
Accrued expenses	​		3,538,000	​		1,269,613
Promissory notes - related party	​	​	500,000	​	​	—
Total current liabilities	​		4,038,000	​		1,284,276
Deferred underwriting fee	​		9,800,000	​		9,800,000
Total Liabilities	​		13,838,000	​		11,084,276
​	​	​	​	​	​	​
Commitments and Contingencies (Note 6)	​		​	​		​
Class A ordinary shares subject to possible redemption, 8,409,633 and 23,000,000 shares at redemption value of approximately $10.96 and $10.68 per share as of September 30, 2026 and December 31, 2025, respectively	​		92,195,648	​		245,609,352
​	​	​	​	​	​	​
Shareholders’ Deficit	​		​	​	​	​
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2026 and December 31, 2025	​		—	​		—
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 5,749,999 shares and none issued and outstanding (excluding 8,409,633 and 23,000,000 shares subject to possible redemption) as of September 30, 2026 and December 31, 2025, respectively	​		575	​		—
Class B ordinary shares, $0.0001 par value; 80,000,000 shares authorized; 1 and 5,750,000 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively	​		—	​		575
Additional paid-in capital	​		—	​		—
Accumulated deficit	​		(13,758,605)	​		(10,968,600)
Total Shareholders’ Deficit	​		(13,758,030)	​		(10,968,025)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	​	$	92,275,618	​	$	245,725,603

​

The accompanying notes are an integral part of these unaudited condensed financial statements.

​

1

Table of Contents

​

GRAF GLOBAL CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​ ​ ​

For the Three Months Ended September 30,

​ ​ ​

For the Nine Months Ended September 30,

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026

​ ​ ​

2025

General and administrative expenses

​

$

817,609

​

$

798,184

​

$

2,790,005

​

$

1,264,654

Non-redemption agreements expense

​

​

—

​

​

—

​

​

697,987

​

​

—

Loss from operations

​

(817,609)

​

(798,184)

​

(3,487,992)

​

(1,264,654)

​

​

​

​

​

​

​

​

​

​

​

​

​

Other income:

​

​

​

​

​

​

​

​

Interest earned on cash held in Trust Account

​

812,354

​

2,546,885

​

5,076,172

​

7,480,079

Total other income

​

812,354

​

2,546,885

​

5,076,172

​

7,480,079

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss)

​

$

(5,255)

​

$

1,748,701

​

$

1,588,180

​

$

6,215,425

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average shares outstanding, redeemable Class A ordinary shares

​

8,409,633

​

23,000,000

​

17,815,877

​

23,000,000

Basic and diluted net income (loss) per share, redeemable Class A ordinary shares

​

$

(0.00)

​

$

0.06

​

$

0.07

​

$

0.22

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares

​

5,750,000

​

5,750,000

​

5,750,000

​

5,750,000

Basic and diluted net income (loss) per share, non-redeemable Class A and Class B ordinary shares

​

$

(0.00)

​

$

0.06

​

$

0.07

​

$

0.22

​

The accompanying notes are an integral part of these unaudited condensed financial statements.

​

2

Table of Contents

​

GRAF GLOBAL CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A Ordinary

​

Class B Ordinary

​

Additional

​

​

​

​

Total

​

​

Shares

​

Shares

​

Paid-in

​

Accumulated

​

Shareholders’

​

​

Shares

​

Amount

​

Shares

​

Amount

​

Capital

​

Deficit

​

Deficit

Balance — December 31, 2025

​

—

​

$

—

​

5,750,000

​

$

575

​

$

—

​

$

(10,968,600)

​

$

(10,968,025)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accretion for Class A ordinary shares to redemption amount

―

​

―

—

​

—

​

—

​

(2,131,533)

​

(2,131,533)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income

—

​

—

—

​

—

​

—

​

2,100,488

​

2,100,488

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance – March 31, 2026 (unaudited)

​

―

​

​

―

​

5,750,000

​

​

575

​

​

―

​

​

(10,999,645)

​

​

(10,999,070)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accretion for Class A ordinary shares to redemption amount

​

―

​

​

―

​

—

​

​

—

​

​

(697,987)

​

​

(1,434,298)

​

​

(2,132,285)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Conversion of Class B shares to Class A non-redeemable

​

5,749,999

​

​

575

​

(5,749,999)

​

​

(575)

​

​

—

​

​

—

​

​

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Capital contribution on non-redemption agreements expense

​

—

​

​

—

​

—

​

​

—

​

​

697,987

​

​

—

​

​

697,987

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net loss

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(507,053)

​

​

(507,053)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance – June 30, 2026 (unaudited)

5,749,999

​

​

575

1

​

​

—

​

​

―

​

​

(12,940,996)

​

​

(12,940,421)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accretion for Class A ordinary shares to redemption amount

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(812,354)

​

​

(812,354)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net loss

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(5,255)

​

​

(5,255)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance – September 30, 2026 (unaudited)

5,749,999

​

$

575

1

​

$

—

​

$

—

​

$

(13,758,605)

​

$

(13,758,030)

​

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Class A Ordinary

​

Class B Ordinary

​

Additional

​

​

​

​

Total

​

​

Shares

​

Shares

​

Paid-in

​

Accumulated

​

Shareholders’

​

​

Shares

​

Amount

​

Shares

​

Amount

​

Capital

​

Deficit

​

Deficit

Balance — December 31, 2024

―

​

$

—

5,750,000

​

$

575

​

$

—

​

$

(9,143,462)

​

$

(9,142,887)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accretion for Class A ordinary shares to redemption amount

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(2,443,306)

​

​

(2,443,306)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income

―

​

—

—

​

—

​

—

​

2,170,157

​

2,170,157

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance —March 31, 2025 (unaudited)

​

―

​

​

—

​

5,750,000

​

​

575

​

​

—

​

​

(9,416,611)

​

​

(9,416,036)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accretion for Class A ordinary shares to redemption amount

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(2,489,888)

​

​

(2,489,888)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income

​

―

​

​

—

​

—

​

​

—

​

​

—

​

​

2,296,567

​

​

2,296,567

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance —June 30, 2025 (unaudited)

​

―

​

​

—

​

5,750,000

​

​

575

​

​

—

​

​

(9,609,932)

​

​

(9,609,357)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accretion for Class A ordinary shares to redemption amount

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(2,546,885)

​

​

(2,546,885)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income

​

―

​

​

—

​

—

​

​

—

​

​

—

​

​

1,748,701

​

​

1,748,701

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance – September 30, 2025 (unaudited)

—

​

$

—

5,750,000

​

$

575

​

$

—

​

$

(10,408,116)

​

$

(10,407,541)

​

The accompanying notes are an integral part of these unaudited condensed financial statements.

​

3

Table of Contents

​

GRAF GLOBAL CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

​	​	​	​	​	​	​
​	​ ​ ​	For the Nine Months Ended September 30,
​	​ ​ ​	2026		​ ​ ​	2025
Cash Flows from Operating Activities:	​	​	​	​	​	​
Net income	​	$	1,588,180	​	$	6,215,425
Adjustments to reconcile net income to net cash used in operating activities:	​		​	​		​
Interest earned on cash held in Trust Account	​		(5,076,172)	​		(7,480,079)
Non-redemption agreements expense	​	​	697,987	​	​	—
Changes in operating assets and liabilities:	​		​	​		​
Prepaid expenses	​		86,802	​		41,741
Long-term prepaid insurance	​	​	—	​	​	109,710
Due to related party	​	​	(14,663)	​	​	—
Accrued expenses	​		2,268,387	​		719,274
Net cash used in operating activities	​		(449,479)	​		(393,929)
​	​	​	​	​	​	​
Cash Flows from Investing Activities:	​		​	​		​
Cash withdrawn from Trust Account in connection with redemption	​	​	158,489,876	​		—
Net cash provided by investing activities	​	​	158,489,876	​	​	—
​	​	​	​	​	​	​
Cash Flows from Financing Activities:	​	​	​	​	​	​
Payment of offering costs	​	​	—	​	​	(85,000)
Proceeds from promissory notes - related party	​	​	500,000	​	​	—
Redemption of ordinary shares	​	​	(158,489,876)	​	​	—
Net cash used in financing activities	​	​	(157,989,876)	​	​	(85,000)
​	​		​	​		​
Net Change in Cash	​		50,521	​		(478,929)
Cash – Beginning of period	​	​	699	​	​	479,628
Cash – End of period	​	$	51,220	​	$	699
​	​	​	​	​	​	​
Noncash investing and financing activities:	​	​	​	​	​	​
​	​	​	​	​	​	​
Conversion of Class B ordinary shares to Class A ordinary shares	​	$	575	​	$	—
​	​	​	​	​	​	​
Equity contribution from Non-Redemption Agreements	​	$	697,987	​	$	—

​

The accompanying notes are an integral part of these unaudited condensed financial statements.

​

4

Table of Contents

​

GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Graf Global Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 17, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company may pursue an acquisition opportunity in any industry or geographic location.

As of September 30, 2026, the Company had not yet commenced operations. All activity for the period from November 17, 2021 (inception) through September 30, 2026 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, the Company’s search for, negotiation of, and efforts to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on June 25, 2024. On June 27, 2024, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares” or “Class A Ordinary Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 3. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable warrant of the Company (the “Public Warrants”), with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at $11.50 per share.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 6,000,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Graf Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public Offering, generating gross proceeds of $6,000,000, which is described in Note 4.

Transaction costs amounted to $14,455,519, consisting of $4,000,000 of cash underwriting fee, $9,800,000 of deferred underwriting fee (see additional discussion in Note 6), and $655,519 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination (less deferred underwriting commissions).

Pursuant to NYSE American listing rules, the Company must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement to enter into an initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

5

Table of Contents

​

GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

Following the closing of the Initial Public Offering, on June 27, 2024, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in the trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee, which Trust Account is permitted to only be deposited in an interest bearing or non - interest bearing bank demand deposit account and held as cash or invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. To mitigate the risk that might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time in its own discretion, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing bank demand deposit account. As of September 30, 2026 and December 31, 2025, the assets held in the Trust Account were in an interest bearing demand deposit account at a bank.

The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem, regardless of whether they abstain, vote for, or against, a Business Combination, all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable)). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters of the Initial Public Offering (as discussed in Note 6).

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”). In accordance with U.S. Securities and Exchange Commission (“SEC”) and its guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the Public Shares were presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. Given that the Public Shares were issued with other freestanding instruments (i.e., Public Warrants), the initial carrying value of Class A Ordinary Shares classified as temporary equity were the allocated proceeds determined in accordance with FASB ASC Topic 470-20, “Debt with Conversion and Other Options.” The resulting discount to the initial carrying value of temporary equity was accreted upon closing the Initial Public Offering such that the carrying value equals the redemption value on such date. The accretion or remeasurement is recognized as a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital and, to the extent additional paid - in capital is not available, accumulated deficit. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value. The Public Shares are redeemable and were classified as such on the condensed balance sheets until such date that a redemption event takes place.

Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) prior to Initial Public Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the prior consent of the Company.

6

Table of Contents

​

GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

The Company’s Sponsor, executive officers and directors have agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A Ordinary Shares in conjunction with any such amendment.

Pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, the Company initially had 24 months from the closing of the Initial Public Offering to consummate a Business Combination. The Company refers to such amount of time, including any extended time that the Company has to consummate a Business Combination beyond 24 months as a result of a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association, as the “Combination Period”. If the Company does not complete an initial Business Combination within the Combination Period, the Company will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In such event, the warrants will expire and be worthless.

In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses).

The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

On June 18, 2026, the Sponsor and certain members of the board of directors of the Company, Louis Bélanger-Martin, Kenneth Weinstein and Fred Zeidman (such directors together with the Sponsor, the “Converting Shareholders”), irrevocably exercised their right to convert (the “Conversions”) an aggregate of 5,749,999 Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”), on a one-for-one basis into an aggregate of 5,749,999 Class A Ordinary Shares, pursuant to the terms of the Class B Ordinary Shares and the Company’s Amended and Restated Memorandum and Articles of Association.

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GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

Extension

On June 26, 2026, the Company held an extraordinary general meeting of shareholders of the Company (the “Meeting”), at which shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (such amendment, the “Extension”) to extend the date by which the Company has to consummate an initial Business Combination from June 27, 2026 to September 27, 2026, and provided that the Company has executed a definitive agreement for an initial Business Combination by September 27, 2026 but has not consummated an initial Business Combination by such date, to permit the Company’s Board of Directors, in its sole discretion, to further extend such date up to three times in one month increments, to up to December 27, 2026.

In connection with the Meeting, shareholders holding an aggregate of 14,590,367 Class A Ordinary Shares exercised their right to redeem their shares for approximately $10.86 per share from the funds held in the Company’s Trust Account, leaving approximately $91.4 million in cash in the Trust Account after satisfaction of such redemptions. Following such redemptions, the Company had an aggregate of 14,159,633 ordinary shares outstanding, of which 14,159,632 were Class A Ordinary Shares and 1 was a Class B Ordinary Share.

On September 27, 2026, the Company’s Board of Directors elected to extend the date by which the Company has to consummate an initial Business Combination from September 27, 2026 for an additional month to October 27, 2026 (the first of the up to three one-month extensions permitted under the Extension).

On October 23, 2026, subsequent to the period covered by this Quarterly Report, the Company’s Board of Directors elected to further extend the date by which the Company has to consummate an initial Business Combination from October 27, 2026 for an additional month to November 27, 2026 (the second of the up to three one-month extensions permitted under the Extension). The Board of Directors may further extend such date one additional time, by one month, to up to December 27, 2026.

In connection with the Meeting, the Company and the Sponsor entered into Non-Redemption Agreements (see Note 6).

Business Combination Agreement

On June 12, 2026, the Company entered into the business combination agreement (the “Business Combination Agreement”) with BIG3 HoldCo LLC, a Delaware limited liability company (“BIG3”), Halfcourt Holdco, Inc., a Delaware corporation (“PubCo”), Halfcourt Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“SPAC Merger Sub”), and Halfcourt Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of PubCo (“Company Merger Sub”). Pursuant to the Business Combination Agreement, and on the terms and subject to the conditions thereof, among other things, (a) on the day that is one day prior to the date of the SPAC Merger (as defined below), the Company will transfer, by way of continuation, out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation (the “Domestication”), and (b) at the closing, (i) SPAC Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of PubCo (the “SPAC Merger”) and (ii) Company Merger Sub will merge with and into BIG3, with BIG3 continuing as the surviving entity and a wholly-owned subsidiary of PubCo (the “Company Merger”, and the Company Merger together with the SPAC Merger, the “Mergers”). The Mergers, collectively with the Domestication and all other transactions contemplated by the Business Combination Agreement, are referred to in this Quarterly Report as the “BIG3 Business Combination”.

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GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

Concurrently with the execution of the Business Combination Agreement, the Company entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”) with the Sponsor, each of Graf’s independent directors (together with Sponsor, the “Insiders”), PubCo and BIG3, pursuant to which the Insiders agreed to, among other things, vote in favor of and otherwise support the Business Combination. In addition, pursuant to the Sponsor Support Agreement, the Sponsor will, effective as of immediately prior to the Domestication and conditioned upon the closing of the Business Combination, forfeit and surrender to the Company an aggregate of 2,750,000 Founder Shares held by the Sponsor. The Sponsor may, in its discretion, transfer to third parties up to an additional 500,000 Founder Shares held by the Sponsor to incentivize non-redemptions or investments into the Company or PubCo or otherwise to support the Business Combination (the “Discretionary Founder Shares”), provided that any portion of the Discretionary Founder Shares that are not so transferred shall be forfeited by the Sponsor and surrendered to the Company. In addition, pursuant to the Sponsor Support Agreement, 500,000 shares of PubCo Class A Common Stock to be held by the Sponsor as of the closing will be subject to vesting and will vest upon the satisfaction of the following conditions: (i) if the funds in the Trust Account plus any financing, minus cash used for redemptions of the Public Shares equals or exceeds $200 million, (b) if during a five-year period following the closing of the BIG3 Business Combination, the closing price of Pubco’s Class A common stock equals or exceeds $15.00 for at least 20 days out of 30 consecutive trading days, and (c) if there is a sale of Pubco during such five-year period, and the holders of Pubco’s common stock receive a sale price that is greater or equal to $15.00. Additionally, pursuant to the Sponsor Support Agreement, the Sponsor agreed to provide financing support in connection with the Business Combination and to invest, or cause its affiliate or designee to invest, at least $5 million if the aggregate cash proceeds available from the Trust Account after giving effect to redemptions of Public Shares plus the aggregate cash proceeds received in respect of any transaction financing less transaction expenses is less than $100 million.

On July 27, 2026, the trading symbols for the Company’s securities on the NYSE American were changed in connection with the proposed BIG3 Business Combination. The symbol for the Company’s Units changed from “GRAF U” to “TONT U”, its Class A Ordinary Shares changed from “GRAF” to “TONT”, and its warrants changed from “GRAF WS” to “TONT WS,” respectively.

On October 28, 2026, a registration statement on Form S-4 relating to the proposed Business Combination was filed with the SEC. As of the date these unaudited condensed financial statements were issued, the registration statement had not been declared effective by the SEC.

Liquidity and Going Concern

As of September 30, 2026, the Company had $51,220 in its operating bank account and working capital deficit of $3,958,030.

The Company had until September 27, 2026 to consummate the initial Business Combination, and, in the event that the Company has executed a definitive agreement for an initial Business Combination by September 27, 2026 but has not consummated an initial Business Combination by such date, the Company’s Board of Directors may further extend such date, in its sole discretion, up to three times in one month increments, to up to December 27, 2026 (assuming no further shareholder-approved extensions to the Combination Period). On September 27, 2026, the Company’s Board of Directors elected to extend the date by which the Company has to consummate an initial Business Combination from September 27, 2026 for an additional month to October 27, 2026. On October 23, 2026, the Company’s Board of Directors elected to further extend such date from October 27, 2026 for an additional month to November 27, 2026. The Board of Directors may further extend such date one additional time, by one month, to up to December 27, 2026. If the Company does not complete a Business Combination, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. There is a possibility that Business Combination might not happen within the 30-month period from the date of the Initial Public Offering.

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GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” as of September 30, 2026, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. However, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

Management plans to address this uncertainty through a Business Combination. If a Business Combination is not consummated by the end of the Combination Period, currently up to December 27, 2026, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the liquidity condition, the date of mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities that may be required should the Company be required to liquidate after the Combination Period. The Company intends to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s December 31, 2025 Annual Report on Form 10-K as filed with the SEC on May 11, 2026. The interim results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

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GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $51,220 and $699 in cash and no cash equivalents as of September 30, 2026 and December 31, 2025, respectively.

Cash Held in Trust Account

As of September 30, 2026 and December 31, 2025, the assets held in the Trust Account were in an interest bearing demand deposit account at a bank, amounting to $92,195,648 and $245,609,352, respectively.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, “Distinguishing Liabilities from Equity”, and ASC 815-15, “Derivatives and Hedging”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company accounted for the 17,500,000 warrants issued in connection with the Initial Public Offering (including the 11,500,000 Public Warrants included in the Units and the 6,000,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above were not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.

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GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A Ordinary Shares and Public Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Warrants and then to the Class A Ordinary Shares. Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ deficit as Public Warrants and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of September 30, 2026 and December 31, 2025, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. As of September 30, 2026 and December 31, 2025, the Class A Ordinary Shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table:

​

​	​	​	​
Class A ordinary shares subject to possible redemption, December 31, 2025	​ ​ ​	$	245,609,352
Plus:	​	​	​
Accretion of carrying value to redemption value	​	​	2,131,533
Class A ordinary shares subject to possible redemption, March 31, 2026	​	​	247,740,885
Less:	​	​	​
Redemptions	​	​	(158,489,876)
Plus:	​	​	​
Accretion of carrying value to redemption value	​	​	2,132,285
Class A ordinary shares subject to possible redemption, June 30, 2026	​	​	91,383,294
Plus:		​	​
Accretion of carrying value to redemption value		​	812,354
Class A ordinary shares subject to possible redemption, September 30, 2026	​	$	92,195,648

​

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2026 and December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, (i) redeemable Class A Ordinary Shares and (ii) non-redeemable Class A Ordinary Shares and Class B Ordinary Shares. The Class A Ordinary Shares and Class B Ordinary Shares are collectively referred to as the “Ordinary Shares”. Following the Conversions on June 18, 2026, the non-redeemable class consists of the 5,749,999 Class A Ordinary Shares issued in the Conversions, which are not subject to possible redemption, and the remaining Class B Ordinary Share. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per Ordinary Share is calculated by dividing the net income (loss) by the weighted average shares of Ordinary Shares outstanding for the respective period.

The calculation of diluted net income (loss) does not consider the effect of the Public Warrants to purchase an aggregate of 11,500,000 Class A ordinary shares underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the Private Placement Warrants to purchase an aggregate of 6,000,000 Class A Ordinary Shares in the calculation of diluted net income (loss) per Ordinary Share, because their exercise is contingent upon future events. The calculation of diluted net income (loss) per Ordinary Share also does not consider the effect of the up to 500,000 Issuance Warrants issuable under the Convertible Promissory Note and the August Convertible Promissory Note (see Note 5), because their issuance is contingent upon the closing of the initial Business Combination, or the up to 50,000 Conversion Shares issuable upon conversion of the Loan and the August Loan, because such shares are contingently issuable and were excluded from diluted earnings per share as the applicable contingencies had not been satisfied as of September 30, 2026. As a result, diluted net income (loss) per Ordinary Share is the same as basic net income (loss) per Ordinary Share for the three and nine months ended September 30, 2026 and 2025. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value.

The following tables reflect the calculation of basic and diluted net income (loss) per Ordinary Share (in dollars, except per-share amounts):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended September 30,

​

​

2026

​

2025

​

​

​

​

​

Class A and

​

​

​

​

​

​

​

​

Class A

​

Class B Non-

​

​

​

​

​

​

​

​ ​ ​

Redeemable

​ ​

Redeemable

​ ​ ​

Class A

​ ​ ​

Class B

Basic and diluted net income (loss) per ordinary share

​

​

​

​

​

​

​

​

​

​

​

​

Numerator:

​

​

​

​

​

​

​

​

​

Allocation of net income (loss), as adjusted

​

$

(3,121)

​

$

(2,134)

​

$

1,398,961

​

$

349,740

Denominator:

​

​

​

​

​

​

​

​

Basic and diluted weighted average ordinary shares outstanding

​

8,409,633

​

5,750,000

​

23,000,000

​

5,750,000

Basic and diluted net income (loss) per ordinary share

​

$

(0.00)

​

$

(0.00)

​

$

0.06

​

$

0.06

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Nine Months Ended September 30,

​

​

2026

​

2025

​

​ ​ ​

​

​

​ ​ ​

Class A and

​ ​ ​

​

​

​ ​ ​

​

​

​

​

Class A

​

Class B Non-

​

​

​

​

​

​

​

​

Redeemable

​

Redeemable

​

Class A

​

Class B

Basic and diluted net income (loss) per ordinary share

​

​

​

​

​

​

​

​

Numerator:

​

​

​

​

​

​

​

​

Allocation of net income (loss), as adjusted

​

$

1,200,669

​

$

387,511

​

$

4,972,340

​

$

1,243,085

Denominator:

​

​

​

​

​

​

​

​

Basic and diluted weighted average ordinary shares outstanding

​

17,815,877

​

5,750,000

​

23,000,000

​

5,750,000

Basic and diluted net income (loss) per ordinary share

​

$

0.07

​

$

0.07

​

$

0.22

​

$

0.22

​

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GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.

Warrant Instruments

The Company accounts for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

Recent Accounting Standards

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable Public Warrant. Each Public Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment (see Note 7).

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor Fitzgerald & Co. purchased an aggregate of 6,000,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or $6,000,000 in the aggregate, in a private placement. Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 2,000,000 Private Placement Warrants.

Each whole Private Placement Warrant is exercisable for one whole Class A Ordinary Share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants was added to the proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

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GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On November 24, 2021, the Sponsor paid $25,000 to cover for certain expenses on behalf of the Company in exchange for issuance of 7,187,500 Class B Ordinary Shares, par value $0.0001 per share (the “Founder Shares”). On February 8, 2024, the Sponsor surrendered 1,437,500 Founder Shares for no consideration, resulting in the Sponsor holding 5,750,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share surrender. The holders of the Founder Shares agreed to forfeit and cancel up to an aggregate of 750,000 Founder Shares, on a pro rata basis, to the extent that the option to purchase additional Units was not exercised in full by the underwriters. The forfeiture would be adjusted to the extent that the option to purchase additional Units was not exercised in full by the underwriters so that the Founder Shares would represent approximately 20% of the Company’s issued and outstanding shares after the Initial Public Offering. On June 27, 2024, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000 Founder Shares are no longer subject to forfeiture.

On June 7, 2024, the Sponsor transferred 30,000 Founder Shares to each of the Company’s three independent directors, Louis Bélanger-Martin, Kenneth Weinstein, and Fred Zeidman, for an aggregate of 90,000 Founder Shares, at a price of $0.003 per share. Each independent director paid $90 or an aggregate purchase price of $270 in consideration of the assignment of shares. The sale of the Founder Shares to each of the Company’s three independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 90,000 shares granted to the Company’s three independent directors was $107,100 or $1.19 per share. The Founder Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares.

With certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Shareholders with respect to any Founder Shares. Notwithstanding the foregoing, if (1) the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

On June 18, 2026, the Converting Shareholders irrevocably exercised their right to convert an aggregate of 5,749,999 Class B Ordinary Shares, on a one-for-one basis into an aggregate of 5,749,999 Class A Ordinary Shares, pursuant to the terms of the Class B Ordinary Shares and the Company’s Amended and Restated Memorandum and Articles of Association.

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GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

Administrative Services Agreement

The Company entered into an agreement, dated June 25, 2024, pursuant to which, commencing on June 26, 2024 (the date the Company’s securities began trading) through the earlier of consummation of the initial Business Combination and the liquidation, the Company agreed to pay an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial and administrative support services provided to members of the management team. For the three and nine months ended September 30, 2026, the Company incurred $60,000 and $180,000 in administrative support services fees, respectively, of which $300,000 and $120,000 are included in accrued expenses as of September 30, 2026 and December 31, 2025, respectively, in the accompanying condensed balance sheets. For the three and nine months ended September 30, 2025, the Company incurred $60,000 and $180,000 in administrative support services fees, respectively.

In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. For the three and nine months ended September 30, 2026, the Company incurred $2,443 and $13,958 such expenses, respectively. For the three and nine months ended September 30, 2025, the Company incurred $8,968 and $35,106 such expenses, respectively.

Due to Related Party

The Company’s Chief Executive Officer paid certain operating expenses on behalf of the Company. These amounts are payable and have been recorded as due to related party in the accompanying condensed balance sheets. As of September 30, 2026 and December 31, 2025, the outstanding balance related to these payments was $0 and $14,663, respectively.

Promissory Notes — Related Parties

On June 10, 2026, the Company entered into a convertible promissory note (the “Convertible Promissory Note”) with Harraden Circle Investments LLC (“Harraden”) and James Graf, the Company’s Chief Executive Officer, pursuant to which the Company may borrow up to $200,000 (the “Loan”) from Harraden for working capital and general corporate purposes. Harraden is considered a related party because it holds an interest in Graf Global Management LLC, a member of the Sponsor. During the three months ended March 31, 2026, the Company received $50,000 in working capital advances from a related party, which were subsequently incorporated into and replaced by a convertible promissory note entered into on June 10, 2026. The Loan includes $50,000 advanced by Harraden to the Company in March 2026, $75,000 advanced by Harraden to the Company in April 2026, and $75,000 advanced by Harraden to the Company in June 2026. As a result, the Loan has been fully drawn down and no amounts are available for further drawdowns. The Convertible Promissory Note replaced and superseded the promissory notes among the Company, Harraden, and James Graf dated April 20, 2026 and June 4, 2026.

The Loan may, at Harraden’s discretion, be converted into Class A Ordinary Shares at a conversion price equal to $10.00 per share (the “Conversion Shares”). In addition, pursuant to the Convertible Promissory Note, Harraden is entitled to receive one warrant (each, a “Warrant”) to purchase one Class A Ordinary Share (the “Issuance Warrants”) for each dollar funded under the Loan to be issued immediately prior to the closing of the initial Business Combination. The terms of the Warrants will be identical to those of the Private Placement Warrants that were issued to the Sponsor, including the transfer restrictions applicable to such Private Placement Warrants. In lieu of issuing the Conversion Shares and/or Issuance Warrants, the Sponsor may re-allocate securities among members of the Sponsor and Graf Global Management LLC to satisfy the Company’s obligations to issue Conversion Shares and Issuance Warrants under the Convertible Promissory Note.

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GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

The Loan is non-interest bearing (except for interest on overdue amounts), unsecured and is due at the earlier of (i) the consummation of the Business Combination or (ii) the liquidation of the Company. If the Company liquidates, the Loan will be repaid only from funds held outside of the Trust Account, provided that, if the Company fails to consummate an initial Business Combination and liquidates and dissolves, Harraden has irrevocably waived any and all rights to receive repayment of the outstanding principal amount and any other amounts due and owing under the Convertible Promissory Note in such a liquidation.

On August 10, 2026, the Company entered into a convertible promissory note with Harraden and James Graf (the “August Convertible Promissory Note”), pursuant to which the Company may borrow up to $300,000 (the “August Loan”) from Harraden for working capital and general corporate purposes. The August Loan is non-interest bearing (except for interest on overdue amounts), unsecured and is due at the earlier of (i) the consummation of the Business Combination or (ii) the liquidation of the Company, provided that, if the Company fails to consummate an initial Business Combination and liquidates and dissolves, Harraden has irrevocably waived any and all rights to receive repayment of the outstanding principal amount and any other amounts due and owing under the August Convertible Promissory Note in such a liquidation. Further, the August Loan may, at Harraden’s discretion, be converted into Conversion Shares at a conversion price of $10.00 per share. In addition, for each dollar funded under the August Loan as of immediately prior to the closing of the initial Business Combination, Harraden is entitled to receive (i) one Issuance Warrant and (ii) the transfer of one ordinary share held by the Sponsor (the “Transferred Shares”). The Transferred Shares will not be subject to transfer restrictions. In lieu of issuing the Conversion Shares, Issuance Warrants and/or Transferred Shares, the Sponsor may re-allocate securities among members of the Sponsor and Graf Global Management LLC to satisfy the Company’s obligations under the August Convertible Promissory Note.

As of September 30, 2026, there was a total amount of $500,000 outstanding under the Convertible Promissory Note and the August Convertible Promissory Note, consisting of $200,000 under the Convertible Promissory Note and $300,000 under the August Convertible Promissory Note.

Related Party Loans

On November 20, 2021, as amended on February 9, 2024, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due on the earlier of December 31, 2024 or the closing of the Initial Public Offering. The outstanding balance of $155,688 was repaid at the closing of the Initial Public Offering on June 27, 2024, and borrowings under the Note are no longer available.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing and the Convertible Promissory Note and the August Convertible Promissory Note described above, the terms of such Working Capital Loans, if any, have not been determined and no other written agreements exist with respect to such loans. As of September 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans other than an aggregate of $500,000 outstanding as of September 30, 2026 under the Convertible Promissory Note and the August Convertible Promissory Note described above.

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GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the recent escalation of the Israel-Hamas conflict, and continuing tensions between Israel and the U.S. with Iran. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to Eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia, the escalation of the Israel-Hamas conflict, continuing tensions between Israel and the U.S. with Iran, and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict, continuing tensions between Israel and the U.S. with Iran, and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

Registration Rights

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Ordinary Shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), will be entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Further, Harraden is entitled to have its Conversion Shares, Issuance Warrants, and Transferred Shares registered as part of any registration statement issuing shares before the closing date of the Company’s initial Business Combination, if possible, or if no such registration statement is filed, pursuant to a registration statement filed no later than 30 days after the closing date of the Company’s initial Business Combination and declared effective no later than 90 days after such closing date.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any. On June 27, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a price of $10.00 per Unit.

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GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

The underwriters were entitled to an underwriting discount of $0.20 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units, or $4,000,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units, and $0.60 per Unit on Units sold pursuant to the underwriters’ over-allotment option or $9,800,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Non-Redemption Agreements

On June 26, 2026, in connection with the Meeting, the Company and the Sponsor entered into non-redemption agreements (collectively, the “Non-Redemption Agreements”) with certain of the Company’s existing shareholders (collectively, the “Non-Redeeming Shareholders”) with respect to an aggregate of 4,256,015 Class A Ordinary Shares (the “Non-Redemption Shares”). The Non-Redeeming Shareholders are not affiliates of the Company, the Sponsor, or the Company’s officers or directors. Pursuant to the Non-Redemption Agreements, the Non-Redeeming Shareholders agreed to not redeem (or to validly rescind any redemption requests previously made in respect of) the Non-Redemption Shares in connection with the vote to approve the Extension. In exchange for this commitment from the Non-Redeeming Shareholders, the Sponsor has agreed to transfer and assign to such Non-Redeeming Shareholders promptly following the closing of the Company’s initial Business Combination an aggregate of 425,602 Founder Shares (such shares, the “Assigned Shares”), provided that, among other conditions, (i) the Non-Redeeming Shareholders do not exercise (or validly rescind any prior exercise of) their redemption rights with respect to the Non-Redemption Shares in connection with the Extension, (ii) the Extension is approved at the Meeting, and (iii) the Company’s initial Business Combination is consummated. The Non-Redeeming Shareholders will have registration rights with respect to such Assigned Shares and will enter into the same form of registration rights agreement entered into by the Sponsor upon the closing of the Business Combination.

In connection with the proposed BIG3 Business Combination, pursuant to the Sponsor Support Agreement, the Sponsor is permitted to transfer up to 500,000 Discretionary Founder Shares to third parties to incentivize non-redemptions or investments into the Company or otherwise to support the proposed business combination, provided that any Discretionary Founder Shares that are not so transferred will be forfeited by the Sponsor upon the closing of the BIG3 Business Combination. If the BIG3 Business Combination is consummated, the Assigned Shares will be transferred to the Non-Redeeming Shareholders from the allocation of Discretionary Founder Shares.

The Company evaluated the Non-Redemption Agreements as freestanding equity-linked instruments under ASC 815-10 and ASC 815-40. Upon approval of the Extension on June 26, 2026, the agreements met the requirements for equity classification under ASC 815-40 because the settlement terms became fixed. Accordingly, the Company recognized the fair value of the Assigned Shares as a non-redemption agreements expense with a corresponding capital contribution from the Sponsor. The expense was measured at fair value on the agreement date.

Upon satisfaction of the requirements for the Non-Redemption Agreements, the Sponsor will transfer 425,602 Class A Ordinary Shares to the Non- Redeeming Shareholders promptly following the closing of an initial Business Combination. The expense was measured based on the estimated fair value of 425,602 Class A ordinary shares on the agreement date, using an implied fair value per share of approximately $1.64. The fair value was determined using a market approach, based on the closing price of the Class A ordinary shares on the measurement date ($10.90) multiplied by a market - implied value ratio of approximately 15.0% (see Note 8). In association with the Non-Redemption Agreements, the Company is reporting a Non-Redemption Agreements expense on the unaudited condensed statements of operations of $0 and $697,987 for the three and nine months ended September 30, 2026, respectively, and $0 for the three and nine months ended September 30, 2025 and a corresponding equity contribution from the Non-Redemption Agreements on the unaudited condensed statements of changes in shareholders’ deficit.

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GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share. As of September 30, 2026 and December 31, 2025, there were no preference shares issued and outstanding.

Class A Ordinary Shares — The Company is authorized to issue 400,000,000 Class A Ordinary Shares with a par value of $0.0001 per share. Holders of the Company’s Class A Ordinary Shares are entitled to one vote for each share. As of September 30, 2026 and December 31, 2025, there were 5,749,999 and no Class A Ordinary Shares issued and outstanding, respectively, excluding 8,409,633 and 23,000,000 Class A Ordinary Shares subject to possible redemption, respectively.

Class B Ordinary Shares — The Company is authorized to issue 80,000,000 Class B Ordinary Shares with a par value of $0.0001 per share. As of September 30, 2026 and December 31, 2025, there were 1 and 5,750,000 Class B Ordinary Shares issued and outstanding, respectively. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A Ordinary Shares and holders of Class B Ordinary Shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law.

The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A Ordinary Shares outstanding after such conversion (after giving effect to any redemptions of Class A Ordinary Shares by Public Shareholders and not including the Class A Ordinary Shares underlying the Private Placement Warrants), including the total number of Class A Ordinary Shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Ordinary Shares or equity-linked securities or rights exercisable for or convertible into Class A Ordinary Shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Warrants — As of September 30, 2026 and December 31, 2025, there were 17,500,000 warrants outstanding, including 11,500,000 Public Warrants and 6,000,000 Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination; provided that the Company has an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under certain circumstances). The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants, and to use commercially reasonable efforts to cause such registration statement to become effective and to maintain a current prospectus relating to those Class A Ordinary Shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, beginning on the 61st business day after the closing of the initial Business Combination and continuing until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

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GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation (provided that the Private Placement Warrants held by Cantor Fitzgerald & Co. and/or its respective designees, will not be exercisable more than five years from the commencement of sales in the Company’s IPO in accordance with FINRA Rule 5110(g)(8)). In addition, if (x) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A Ordinary Share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “Redemption of warrants for cash” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination and will be entitled to registration rights.

Redemption of warrants for cash:   Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash:

● In whole and not in part;

● At a price of $0.01 per Public Warrant;

● Upon a minimum of 30 days’ prior written notice of redemption; and

● If, and only if, the closing price of Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like and for certain issuances of Class A Ordinary Shares and equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

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The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-day redemption period or the Company has elected to require the exercise of the Warrants on a “cashless basis” and such cashless exercise is exempt from registration under the Securities Act.

If the Company calls the warrants for redemption for cash, as described above, the management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis.”

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

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GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

NOTE 8. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company measured the fair value of the Non-Redemption Agreements at inception (June 26, 2026) at $697,987 in the aggregate (approximately $1.64 per Assigned Share). The measurement was classified as Level 3 within the fair value hierarchy under ASC 820.

The fair value was determined using a market approach, in which the value of each Assigned Share was estimated as the product of the Company’s Class A ordinary share closing price on June 26, 2026 ($10.90) and a market-implied probability-of-completion ratio derived from the traded prices of share rights of guideline special purpose acquisition companies that had announced pending business combinations with completion deadlines proximate to the Company’s extended deadline. The market-implied ratio reflects both the probability that the Company will consummate its initial Business Combination and the expected relationship between the pre-closing share price (which is supported by trust redemption rights that the Assigned Shares do not carry) and the post-closing share value.

The significant unobservable input was the market-implied value ratio, selected at approximately 15.0% based on the median of a 10-company guideline set of announced-deal SPACs with share rights trading as of the measurement date.

NOTE 9. SEGMENT INFORMATION

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ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the unaudited condensed statements of operations as net income or loss. The measure of segment assets is reported on the condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

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​	​	​	​	​	​	​
​	​ ​ ​	September 30,		​ ​ ​	December 31,
​	​	2026		​	2025
Cash held in Trust Account	​	$	92,195,648	​	$	245,609,352
Cash	​	$	51,220	​	$	699

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GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2026

(UNAUDITED)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended September 30,

​

For the Nine Months Ended September 30,

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026

​ ​ ​

2025

General and administrative expenses

​

$

817,609

​

$

798,184

​

$

2,790,005

​

$

1,264,654

Interest earned on cash held in Trust Account

​

$

812,354

​

$

2,546,885

​

$

5,076,172

​

$

7,480,079

​

The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Investment Management Trust Agreement, dated June 25, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income are reported on the unaudited condensed statements of operations and described within their respective disclosures.

The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.

​

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company, other than as described below, did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

On October 23, 2026, the Company’s Board of Directors elected to extend the date by which the Company has to consummate an initial Business Combination from October 27, 2026 for an additional month to November 27, 2026 (the second of the up to three one-month extensions permitted under the Extension). The Board of Directors may further extend such date one additional time, by one month, to up to December 27, 2026.

On October 28, 2026, a registration statement on Form S-4 relating to the proposed Business Combination was filed with the SEC. As of the date these unaudited condensed financial statements were issued, the registration statement had not been declared effective by the SEC.

On November 9, 2026, the Company entered into a convertible promissory note with Harraden and James Graf (the “November Convertible Promissory Note”) pursuant to which the Company may borrow up to $100,000 (the “November Loan”) from Harraden for working capital and general corporate purposes. The November Loan is non-interest bearing (except for interest on overdue amounts), unsecured and is due at the earlier of (i) the consummation of the Business Combination or (ii) the liquidation of the Company, provided that, if the Company fails to consummate an initial Business Combination and liquidates and dissolves, Harraden has irrevocably waived any and all rights to receive repayment of the outstanding principal amount and any other amounts due and owing under the November Convertible Promissory Note in such a liquidation. Further, the November Loan may, at Harraden’s discretion, be converted into Conversion Shares at a conversion price of $10.00 per share. In addition, for each dollar funded under the November Loan as of immediately prior to the closing of the initial Business Combination, Harraden is entitled to receive (i) one Issuance Warrant and (ii) the transfer of one Transferred Share. The Transferred Shares will not be subject to transfer restrictions. In lieu of issuing the Conversion Shares, Issuance Warrants and/or Transferred Shares, the Sponsor may re-allocate securities among members of the Sponsor and Graf Global Management LLC to satisfy the Company’s obligations under the November Convertible Promissory Note. As of the date of this Quarterly Report, $50,000 had been borrowed pursuant to the November Loan.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Graf Global Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Graf Global Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of an initial Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of an initial Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated in the Cayman Islands on November 17, 2021 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial Business Combination. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

Founder Share Conversion

On June 18, 2026, the Sponsor and certain members of the board of directors of the Company, Louis Bélanger-Martin, Kenneth Weinstein and Fred Zeidman (such directors together with the Sponsor, the “Converting Shareholders”), irrevocably exercised their right to convert (the “Conversions”) an aggregate of 5,749,999 Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”), on a one-for-one basis into an aggregate of 5,749,999 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), pursuant to the terms of the Class B Ordinary Shares and the Company’s Amended and Restated Memorandum and Articles of Association.

Extension

On June 26, 2026, the Company held an extraordinary general meeting of shareholders of the Company (the “Meeting”), at which shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (such amendment, the “Extension”) to extend the date by which the Company has to consummate an initial Business Combination from June 27, 2026 to September 27, 2026, and provided that the Company has executed a definitive agreement for an initial Business Combination by September 27, 2026 but has not consummated an initial Business Combination by such date, to permit the Company’s Board of Directors, in its sole discretion, to further extend such date up to three times in one month increments, to up to December 27, 2026.

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In connection with the Meeting, shareholders holding an aggregate of 14,590,367 Class A Ordinary Shares exercised their right to redeem their shares for approximately $10.86 per share from the funds held in the Company’s Trust Account, leaving approximately $91.4 million in cash in the Trust Account after satisfaction of such redemptions. Following such redemptions, the Company had an aggregate of 14,159,633 ordinary shares outstanding, of which 14,159,632 were Class A Ordinary Shares and 1 was a Class B Ordinary Share.

On September 27, 2026, the Company’s Board of Directors elected to extend the date by which the Company has to consummate an initial Business Combination from September 27, 2026 for an additional month to October 27, 2026 (the first of the up to three one-month extensions permitted under the Extension).

On October 23, 2026, subsequent to the period covered by this Quarterly Report, the Company’s Board of Directors elected to further extend the date by which the Company has to consummate an initial Business Combination from October 27, 2026 for an additional month to November 27, 2026 (the second of the up to three one-month extensions permitted under the Extension). The Board of Directors may further extend such date one additional time, by one month, to up to December 27, 2026.

On June 26, 2026, in connection with the Meeting, the Company and the Sponsor entered into non-redemption agreements (collectively, the “Non-Redemption Agreements”) with certain of the Company’s existing shareholders (collectively, the “Non-Redeeming Shareholders”) with respect to an aggregate of 4,256,015 Class A Ordinary Shares (the “Non-Redemption Shares”). The Non-Redeeming Shareholders are not affiliates of the Company, the Sponsor, or the Company’s officers or directors. Pursuant to the Non-Redemption Agreements, the Non-Redeeming Shareholders agreed to not redeem (or to validly rescind any redemption requests previously made in respect of) the Non-Redemption Shares in connection with the vote to approve the Extension. In exchange for this commitment from the Non-Redeeming Shareholders, the Sponsor has agreed to transfer and assign to such Non-Redeeming Shareholders promptly following the closing of the Company’s initial Business Combination an aggregate of 425,602 Founder Shares (such shares, the “Assigned Shares”), provided that, among other conditions, (i) the Non-Redeeming Shareholders do not exercise (or validly rescind any prior exercise of) their redemption rights with respect to the Non-Redemption Shares in connection with the Extension, (ii) the Extension is approved at the Meeting, and (iii) the Company’s initial Business Combination is consummated. The Non-Redeeming Shareholders will have registration rights with respect to such Assigned Shares and will enter into the same form of registration rights agreement entered into by the Sponsor upon the closing of the Business Combination.

In connection with the proposed BIG3 Business Combination, pursuant to the Sponsor Support Agreement, the Sponsor is permitted to transfer up to 500,000 Discretionary Founder Shares to third parties to incentivize non-redemptions or investments into the Company or otherwise to support the proposed business combination, provided that any Discretionary Founder Shares that are not so transferred will be forfeited by the Sponsor upon the closing of the BIG3 Business Combination. If the BIG3 Business Combination is consummated, the Assigned Shares will be transferred to the Non-Redeeming Shareholders from the allocation of Discretionary Founder Shares.

Business Combination Agreement

On June 12, 2026, the Company entered into the business combination agreement (the “Business Combination Agreement”) with BIG3 HoldCo LLC, a Delaware limited liability company (“BIG3”), Halfcourt Holdco, Inc., a Delaware corporation (“PubCo”), Halfcourt Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“SPAC Merger Sub”), and Halfcourt Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of PubCo (“Company Merger Sub”). Pursuant to the Business Combination Agreement, and on the terms and subject to the conditions thereof, among other things, (a) on the day that is one day prior to the date of the SPAC Merger (as defined below), the Company will transfer, by way of continuation, out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation (the “Domestication”), and (b) at the closing, (i) SPAC Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of PubCo (the “SPAC Merger”) and (ii) Company Merger Sub will merge with and into BIG3, with BIG3 continuing as the surviving entity and a wholly-owned subsidiary of PubCo (the “Company Merger”, and the Company Merger together with the SPAC Merger, the “Mergers”). The Mergers, collectively with the Domestication and all other transactions contemplated by the Business Combination Agreement, are referred to in this Quarterly Report as the “BIG3 Business Combination”.

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Concurrently with the execution of the Business Combination Agreement, the Company entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”) with the Sponsor, each of Graf’s independent directors (together with Sponsor, the “Insiders”), PubCo and BIG3, pursuant to which the Insiders agreed to, among other things, vote in favor of and otherwise support the Business Combination. In addition, pursuant to the Sponsor Support Agreement, the Sponsor will, effective as of immediately prior to the Domestication and conditioned upon the closing of the Business Combination, forfeit and surrender to the Company an aggregate of 2,750,000 Founder Shares held by the Sponsor. The Sponsor may, in its discretion, transfer to third parties up to an additional 500,000 Founder Shares held by the Sponsor to incentivize non-redemptions or investments into the Company or PubCo or otherwise to support the Business Combination (the “Discretionary Founder Shares”), provided that any portion of the Discretionary Founder Shares that are not so transferred shall be forfeited by the Sponsor and surrendered to the Company. In addition, pursuant to the Sponsor Support Agreement, 500,000 shares of PubCo Class A Common Stock to be held by the Sponsor as of the closing will be subject to vesting and will vest upon the satisfaction of the following conditions: (i) if the funds in the Trust Account plus any financing, minus cash used for redemptions of the Public Shares equals or exceeds $200 million, (b) if during a five-year period following the closing of the BIG3 Business Combination, the closing price of Pubco’s Class A common stock equals or exceeds $15.00 for at least 20 days out of 30 consecutive trading days, and (c) if there is a sale of Pubco during such five-year period, and the holders of Pubco’s common stock receive a sale price that is greater or equal to $15.00. Additionally, pursuant to the Sponsor Support Agreement, the Sponsor agreed to provide financing support in connection with the Business Combination and to invest, or cause its affiliate or designee to invest, at least $5 million if the aggregate cash proceeds available from the Trust Account after giving effect to redemptions of Public Shares plus the aggregate cash proceeds received in respect of any transaction financing less transaction expenses is less than $100 million.

On October 28, 2026, a registration statement on Form S-4 relating to the proposed Business Combination was filed with the SEC. The registration statement has not yet been declared effective by the SEC.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from November 17, 2021 (inception) through September 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, our search for, negotiation of, and efforts to consummate a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on cash held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2026, we had a net loss of $5,255, which consists of general and administrative expenses of $817,609, partially offset by interest income on cash held in the Trust Account of $812,354.

For the nine months ended September 30, 2026, we had a net income of $1,588,180, which consists of interest income on cash held in the Trust Account of $5,076,172, offset by general and administrative expenses of $2,790,005 and non-redemption agreements expense of $697,987. The increase in general and administrative expenses for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, was primarily attributable to legal fees incurred in connection with the proposed Business Combination with BIG3. The decrease in interest income on cash held in the Trust Account was primarily attributable to the lower balance held in the Trust Account following the redemption of Public Shares in connection with the Extension in June 2026.

For the three months ended September 30, 2025, we had a net income of $1,748,701, which consists of interest income on cash held in the Trust Account of $2,546,885, offset by general and administrative expenses of $798,184.

For the nine months ended September 30, 2025, we had a net income of $6,215,425, which consists of interest income on cash held in the Trust Account of $7,480,079, offset by general and administrative expenses of $1,264,654.

Liquidity, Capital Resources and Going Concern

On June 27, 2024, we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s Sponsor and Cantor Fitzgerald & Co., generating gross proceeds of $6,000,000. Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 2,000,000 Private Placement Warrants.

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Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $230,000,000 was placed in the Trust Account. We incurred $14,455,519 of transaction expenses, consisting of $4,000,000 of cash underwriting fee, $9,800,000 of deferred underwriting fee (see additional discussion in Note 6), and $655,519 of other offering costs.

For the nine months ended September 30, 2026, cash used in operating activities was $449,479. Net income of $1,588,180 was affected by interest earned on cash held in the Trust Account of $5,076,172 and non-redemption agreements expenses of $697,987. Changes in operating assets and liabilities provided $2,340,526 of cash for operating activities.

For the nine months ended September 30, 2025, cash used in operating activities was $393,929. Net income of $6,215,425 was affected by interest earned on cash held in the Trust Account of $7,480,079. Changes in operating assets and liabilities provided $870,725 of cash for operating activities.

As of September 30, 2026, we had cash held in the Trust Account of $92,195,648 (including approximately $8.1 million of accumulated interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2026 and December 31, 2025, we had cash of $51,220 and $699, respectively, and working capital deficit of $3,958,030 and $1,168,025, respectively. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1.5 million of such working capital loans may be converted into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Except for the foregoing and the Convertible Promissory Note and the August Convertible Promissory Note described below, the terms of such working capital loans, if any, have not been determined and no other written agreements exist with respect to such loans. As of September 30, 2026 and December 31, 2025, the Company had no borrowings under working capital loans other than an aggregate of $500,000 outstanding as of September 30, 2026 under the Convertible Promissory Note and the August Convertible Promissory Note described below.

In connection with our assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of September 30, 2026, we may need to raise additional capital through loans or additional investments from our Sponsor, shareholders, officers, directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. However, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

Management plans to address this uncertainty through a Business Combination. If a Business Combination is not consummated by the end of the Combination Period, currently up to December 27, 2026, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the liquidity condition, the date of mandatory liquidation and subsequent dissolution raise substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities that may be required should we be required to liquidate after the Combination Period. We intend to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that we will be able to consummate any Business Combination by the end of the Combination Period.

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Promissory Notes — Related Parties

On June 10, 2026, we entered into a convertible promissory note (the “Convertible Promissory Note”) with Harraden Circle Investments LLC (“Harraden”) and James Graf, pursuant to which we may borrow up to $200,000 (the “Loan”) from Harraden for working capital and general corporate purposes. During the three months ended March 31, 2026, we received $50,000 in working capital advances from a related party, which were subsequently incorporated into and replaced by a convertible promissory note entered into on June 10, 2026. The Loan includes $50,000 advanced by Harraden to us in March 2026, $75,000 advanced by Harraden to us in April 2026, and $75,000 advanced by Harraden to us in June 2026. As a result, the Loan has been fully drawn down and no amounts are available for further drawdowns. The Convertible Promissory Note replaced and superseded the promissory notes among us, Harraden, and James Graf dated April 20, 2026 and June 4, 2026.

The Loan may, at Harraden’s discretion, be converted into Class A Ordinary Shares at a conversion price equal to $10.00 per share (the “Conversion Shares”). In addition, pursuant to the Convertible Promissory Note, Harraden is entitled to receive one warrant (each, a “Warrant”) to purchase one Class A Ordinary Share (the “Issuance Warrants”) for each dollar funded under the Loan to be issued immediately prior to the closing of the initial Business Combination. The terms of the Warrants will be identical to those of the Private Placement Warrants that were issued to the Sponsor, including the transfer restrictions applicable to such Private Placement Warrants. In lieu of issuing the Conversion Shares and/or Issuance Warrants, the Sponsor may re-allocate securities among members of the Sponsor and Graf Global Management LLC to satisfy our obligations to issue Conversion Shares and Issuance Warrants under the Convertible Promissory Note.

The Loan is non-interest bearing (except for interest on overdue amounts), unsecured and is due at the earlier of (i) the consummation of the Business Combination or (ii) our liquidation. If we liquidate, the Loan will be repaid only from funds held outside of the Trust Account, provided that, if the Company fails to consummate an initial Business Combination and liquidates and dissolves, Harraden has irrevocably waived any and all rights to receive repayment of the outstanding principal amount and any other amounts due and owing under the Convertible Promissory Note in such a liquidation. The maturity date of the Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Convertible Promissory Note).

On August 10, 2026, we entered into a convertible promissory note with Harraden and James Graf (the “August Convertible Promissory Note”), pursuant to which we may borrow up to $300,000 (the “August Loan”) from Harraden for working capital and general corporate purposes. The August Loan is non-interest bearing (except for interest on overdue amounts), unsecured and is due at the earlier of (i) the consummation of the Business Combination or (ii) our liquidation, provided that, if the Company fails to consummate an initial Business Combination and liquidates and dissolves, Harraden has irrevocably waived any and all rights to receive repayment of the outstanding principal amount and any other amounts due and owing under the August Convertible Promissory Note in such a liquidation. The maturity date of the August Loan may be accelerated upon the occurrence of an Event of Default (as defined under the August Convertible Promissory Note). Further, the August Loan may, at Harraden’s discretion, be converted into Conversion Shares at a conversion price of $10.00 per share. In addition, for each dollar funded under the August Loan as of immediately prior to the closing of the initial Business Combination, Harraden is entitled to receive (i) one Issuance Warrant and (ii) the transfer of one ordinary share held by the Sponsor (the “Transferred Shares”). The Transferred Shares will not be subject to transfer restrictions. In lieu of issuing the Conversion Shares, Issuance Warrants and/or Transferred Shares, the Sponsor may re-allocate securities among members of the Sponsor and Graf Global Management LLC to satisfy the Company’s obligations under the August Convertible Promissory Note.

Further, Harraden is entitled to have its Conversion Shares, Issuance Warrants, and Transferred Shares registered as part of any registration statement issuing shares before the closing date of the Company’s initial Business Combination, if possible, or if no such registration statement is filed, pursuant to a registration statement filed no later than 30 days after the closing date of the Company’s initial Business Combination and declared effective no later than 90 days after such closing date.

As of September 30, 2026, there was a total amount of $500,000 outstanding under the Convertible Promissory Note and the August Convertible Promissory Note, consisting of $200,000 under the Convertible Promissory Note and $300,000 under the August Convertible Promissory Note.

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Subsequent to September 30, 2026, on November 9, 2026, the Company entered into a convertible promissory note with Harraden and James Graf (the “November Convertible Promissory Note”) pursuant to which the Company may borrow up to $100,000 (the “November Loan”) from Harraden for working capital and general corporate purposes. The November Loan is non-interest bearing (except for interest on overdue amounts), unsecured and is due at the earlier of (i) the consummation of the Business Combination or (ii) the liquidation of the Company, provided that, if the Company fails to consummate an initial Business Combination and liquidates and dissolves, Harraden has irrevocably waived any and all rights to receive repayment of the outstanding principal amount and any other amounts due and owing under the November Convertible Promissory Note in such a liquidation. Further, the November Loan may, at Harraden’s discretion, be converted into Conversion Shares at a conversion price of $10.00 per share. In addition, for each dollar funded under the November Loan as of immediately prior to the closing of the initial Business Combination, Harraden is entitled to receive (i) one Issuance Warrant and (ii) the transfer of one Transferred Share. The Transferred Shares will not be subject to transfer restrictions. In lieu of issuing the Conversion Shares, Issuance Warrants and/or Transferred Shares, the Sponsor may re-allocate securities among members of the Sponsor and Graf Global Management LLC to satisfy the Company’s obligations under the November Convertible Promissory Note.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial and administrative support services provided to members of the management team. We began incurring these fees on June 26, 2024 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation. For the three and nine months ended September 30, 2026, we incurred $60,000 and $180,000 in administrative support services fees, respectively, of which $300,000 and $120,000 are included in accrued expenses as of September 30, 2026 and December 31, 2025, respectively, in the accompanying unaudited condensed balance sheets. For the three and nine months ended September 30, 2025, we incurred $60,000 and $180,000 in administrative support service fees, respectively.

The underwriters were entitled to an underwriting discount of $0.20 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units, or $4,000,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units, and $0.60 per Unit on Units sold pursuant to the underwriters’ over-allotment option or $9,800,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Estimates and Standards

The preparation of the condensed financial statements and notes thereto included elsewhere in this Quarterly Report in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our condensed financial statements and notes thereto included elsewhere in this Quarterly Report could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. Using a valuation, the Company estimated the fair value of the Public Warrants as of the Initial Public Offering and Non-Redemption Agreements as of June 26, 2026. Other than estimating the value of the Public Warrants and Non-Redemption Agreements, we did not have any other critical accounting estimates as of September 30, 2026.

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Warrant Instruments

We accounted for the Public and Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”, whereby under that provision, the warrants that do not meet the criteria for equity treatment must be recorded as liability. Accordingly, we evaluated and classified the warrant instruments under equity treatment at their assigned value. Such guidance provides that the warrants described above will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.

Non-Redemption Agreements

We evaluated the non-redemption agreements entered into in connection with shareholder redemption votes, under which certain public shareholders agreed not to redeem their shares in exchange for founder shares transferred by our Sponsor. Management accounts for these agreements in accordance with FASB ASC Topic 815, “Derivatives and Hedging”, whereby under that provision, instruments that do not meet the criteria for equity treatment must be recorded as liabilities. Accordingly, we evaluated and classified the non-redemption agreements under equity treatment at their assigned value. Such guidance provides that the non-redemption agreements described above will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.

Class A Ordinary Shares Subject to Possible Redemption

We account for our Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our Ordinary Shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our condensed balance sheets.

Net Income (Loss) per Ordinary Share

We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. We have two classes of shares, redeemable Class A Ordinary Shares and non-redeemable Class A Ordinary Shares and Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per Ordinary Share is computed by dividing net income (loss) by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income per Ordinary Share as the redemption value approximates fair value.

Recent Accounting Standards

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024 - 03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the unaudited condensed financial statements on an interim and annual basis. ASU 2024 - 03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024 - 03.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information otherwise required under this item.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of September 30, 2026.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There have been no changes to our internal control over financial reporting during the quarterly period ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales

In November 2021, the Sponsor purchased an aggregate of 7,187,500 Class B Ordinary Shares in exchange for a capital contribution of $25,000 at an average purchase price of approximately $0.003 per share. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On February 8, 2024, the Sponsor surrendered 1,437,500 Class B Ordinary Shares for no consideration, resulting in our Sponsor holding 5,750,000 Class B Ordinary Shares.

The Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public Offering, purchased an aggregate of 6,000,000 Private Placement Warrants for an aggregate purchase price of $6,000,000 or $1.00 per warrant. Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 2,000,000 Private Placement Warrants. This purchase took place on a private placement basis simultaneously with the completion of our Initial Public Offering. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On June 18, 2026, the Converting Shareholders irrevocably exercised their right to convert an aggregate of 5,749,999 Class B Ordinary Shares on a one-for-one basis into an aggregate of 5,749,999 Class A Ordinary Shares, pursuant to the terms of the Class B Ordinary Shares and the Company’s Amended and Restated Memorandum and Articles of Association. The Class A Ordinary Shares issued to the Converting Shareholders were issued in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act.

On June 10, 2026, the Company entered into the Convertible Promissory Note with Harraden and James Graf, pursuant to which the Company may borrow up to $200,000 from Harraden for working capital and general corporate purposes. The Loan is non-interest bearing (except for interest on overdue amounts), unsecured and is due at the earlier of the consummation of the Company’s initial Business Combination or the liquidation of the Company, provided that, if the Company fails to consummate an initial Business Combination and liquidates and dissolves, Harraden has irrevocably waived any and all rights to receive repayment of the outstanding principal amount and any other amounts due and owing under the Convertible Promissory Note in such a liquidation. The maturity date of the Loan may be accelerated upon the occurrence of an Event of Default (as defined under the Convertible Promissory Note). The Loan may, at Harraden’s discretion, be converted into Conversion Shares. In addition, pursuant to the Convertible Promissory Note, for each dollar funded under the Loan as of immediately prior to the closing of the Company’s initial Business Combination, Harraden is entitled to receive one Issuance Warrant. The terms of the Issuance Warrants will be identical to those of the Private Placement Warrants, including the transfer restrictions applicable to such Private Placement Warrants. In lieu of issuing the Conversion Shares and/or Issuance Warrants, the Sponsor may re-allocate securities among members of the Sponsor and Graf Global Management LLC to satisfy the Company’s obligations under the Convertible Promissory Note. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

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On August 10, 2026, the Company entered into the August Convertible Promissory Note with Harraden and James Graf, pursuant to which the Company may borrow up to $300,000 from Harraden for working capital and general corporate purposes. The August Loan is non-interest bearing (except for interest on overdue amounts), unsecured and is due at the earlier of the consummation of the Company’s initial Business Combination or the liquidation of the Company, provided that, if the Company fails to consummate an initial Business Combination and liquidates and dissolves, Harraden has irrevocably waived any and all rights to receive repayment of the outstanding principal amount and any other amounts due and owing under the August Convertible Promissory Note in such a liquidation. The maturity date of the August Loan may be accelerated upon the occurrence of an Event of Default (as defined under the August Convertible Promissory Note). The August Loan may, at Harraden’s discretion, be converted into Conversion Shares. In addition, pursuant to the August Convertible Promissory Note, for each dollar funded under the August Loan as of immediately prior to the closing of the Company’s initial Business Combination, Harraden is entitled to receive (i) one Issuance Warrant and (ii) one Transferred Share. The terms of the Issuance Warrants will be identical to those of the Private Placement Warrants, including the transfer restrictions applicable to such Private Placement Warrants, however the Transferred Shares will not be subject to transfer restrictions. In lieu of issuing the Conversion Shares, Issuance Warrants, and/or Transferred Shares, the Sponsor may re-allocate securities among members of the Sponsor and Graf Global Management LLC to satisfy the Company’s obligations under the August Convertible Promissory Note. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On November 9, 2026, the Company entered into the November Convertible Promissory Note pursuant to which the Company may borrow up to $100,000 from Harraden for working capital and general corporate purposes. The November Loan is non-interest bearing (except for interest on overdue amounts), unsecured and is due at the earlier of (i) the consummation of the Business Combination or (ii) the liquidation of the Company, provided that, if the Company fails to consummate an initial Business Combination and liquidates and dissolves, Harraden has irrevocably waived any and all rights to receive repayment of the outstanding principal amount and any other amounts due and owing under the November Convertible Promissory Note in such a liquidation. Further, the November Loan may, at Harraden’s discretion, be converted into Conversion Shares at a conversion price of $10.00 per share. In addition, for each dollar funded under the November Loan as of immediately prior to the closing of the initial Business Combination, Harraden is entitled to receive (i) one Issuance Warrant and (ii) the transfer of one Transferred Share. The Transferred Shares will not be subject to transfer restrictions. In lieu of issuing the Conversion Shares, Issuance Warrants and/or Transferred Shares, the Sponsor may re-allocate securities among members of the Sponsor and Graf Global Management LLC to satisfy the Company’s obligations under the November Convertible Promissory Note.

No underwriting discounts or commissions were paid with respect to such sales.

Use of Proceeds

On June 25, 2024, our registration statement on Form S-1 (File No. 333-279889) was declared effective by the SEC for our Initial Public Offering in which we sold an aggregate of 23,000,000 Units at an offering price of $10.00 per Unit, including 3,000,000 Units as a result of the underwriters’ full exercise of its over-allotment option, generating gross proceeds of $230,000,000.

Transaction costs amounted to $14,455,519, consisting of $4,000,000 of cash underwriting fees, $9,800,000 of deferred underwriting fees payable upon the consummation of our initial Business Combination, and $655,519 of other offering costs.

Of the net proceeds from the Initial Public Offering and simultaneous private placement, $230,000,000 was deposited into the Trust Account, and $1,160,185 was available for working capital. There has been no material change in the planned use of proceeds from our Initial Public Offering as described in our final prospectus dated June 25, 2024, which was filed with the SEC.

As of September 30, 2026, after giving effect to our Initial Public Offering and our operations subsequent thereto, approximately $92,195,648 was held in the Trust Account, and we had approximately $51,220 of unrestricted cash available to us for our activities in connection with identifying and consummating an initial Business Combination, and for general corporate matters.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

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Item 5. Other Information

Convertible Promissory Note

On November 9, 2026, the Company entered into a convertible promissory note with Harraden and James Graf (the “November Convertible Promissory Note”), pursuant to which the Company may borrow up to $100,000 (the “November Loan”) from Harraden for working capital and general corporate purposes. The November Loan may, at Harraden’s discretion, be converted into Conversion Shares. In addition, pursuant to the November Convertible Promissory Note, for each dollar funded under the November Loan as of immediately prior to the closing of the Company’s initial business combination, Harraden is entitled to receive (i) one Issuance Warrant and (ii) the transfer of one ordinary share held by the Sponsor (the “Transferred Shares”). The terms of the Issuance Warrants will be identical to those of the Private Placement Warrants, including the transfer restrictions applicable to such Private Placement Warrants, however the Transferred Shares will not be subject to transfer restrictions.

The November Loan is non-interest bearing, unsecured and is due at the earlier of the consummation of the Company’s initial business combination or the liquidation of the Company. If the Company liquidates, the November Loan will be repaid only from funds held outside of the Trust Account. The maturity date of the November Loan may be accelerated upon the occurrence of an Event of Default (as defined under the November Convertible Promissory Note).

In lieu of issuing the Conversion Shares, Issuance Warrants, and/or Transferred Shares, the Sponsor may re-allocate securities among members of the Sponsor and Graf Global Management LLC to satisfy the Company’s obligations under the November Convertible Promissory Note. The Company also agreed to register the resale of the Conversion Shares, Issuance Warrants, Transferred Shares, and the Class A Ordinary Shares underlying the Issuance Warrants.

10b5-1 Trading Arrangements.

During the quarter ended September 30, 2026, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

​	​	​
No.	​ ​ ​	Description of Exhibit
10.1+	​	Convertible Promissory Note, dated August 10, 2026, and issued to Harraden Circle Investments, LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (File No. 001-42142), filed with the SEC on August 14, 2026.
10.2+*	​	Convertible Promissory Note, dated November 9, 2026, and issued to Harraden Circle Investments, LLC.
31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith.

**This certification is furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

+Certain schedules and attachments to these documents have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted schedules upon request.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

​	​	​
	GRAF GLOBAL CORP.
Date: November 13, 2026	By:	/s/ James A. Graf
	Name:	James A. Graf
	Title:	Chief Executive Officer, Chief Financial Officer and Director
		(Principal Executive Officer and Principal Financial and Accounting Officer)

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