Filed by Graf Global
Corp.
pursuant to Rule
425 under the U.S. Securities Act of 1933, as amended
and deemed filed
pursuant to Rule 14a-12
under the Securities
Exchange Act of 1934, as amended
Subject Company: BIG3 HoldCo LLC
Commission File No.:
001-42142
Date: August 12,
2026
On
August 12, 2026, The Athletic (A New York Times Company) published the following article regarding the previously disclosed Business
Combination Agreement, dated as of June 12, 2026, by and among Graf Global Corp., BIG3 HoldCo LLC and Halfcourt Holdco, Inc., among other
parties:
Big3 is in its 10th year. Ex-NBA players give their praise: ‘In
Cube I trust’
INGLEWOOD, Calif. — Dwight Howard is in
a hurry and doesn’t have much time to talk. The Naismith Memorial Basketball Hall of Famer, an eight-time NBA All-Star now competing
as the captain of the LA Riot in the Big3, isn’t rude, but it’s clear he intends to get onto the Intuit Dome court to go through
a necessary pregame workout.
Every minute is valuable, much like the pregame
workouts he once saw during his lengthy NBA career. Howard announced his retirement from the NBA in March after 18 seasons, but he’s
now in his second season with the Big3, the rising three-on-three basketball league co-founded by legendary rapper Ice Cube.
Howard is a Hall of Fame player, an NBA champion
with the 2020 Los Angeles Lakers and a three-time NBA Defensive Player of the Year. He doesn’t need the Big3.
So, why play?
“I was going to be a part of whatever Ice
Cube is doing,” Howard said.
As the Big3 continues to celebrate its 10th season,
the allure of working under the 2016 Rock & Roll Hall of Fame inductee remains strong among many former NBA players. The league, currently
preparing for postseason play this weekend, was introduced by Cube and his business partner and co-founder Jeff Kwatinetz in January 2017.
Excluding the 2020 season, when no games were played due to the COVID-19 pandemic, the league has been running successfully ever since.
What’s made the Big3 so appealing to those
athletes is the opportunity to compete for an executive/media icon who not only understands the players but also allows them to be unapologetically
themselves while continuing to play the sport they love after their NBA or overseas careers.
Additionally, athletes — particularly those
from the Los Angeles area or those who have spent extensive time there — recognize Cube’s importance to the sports and cultural
landscape. Beyond music and movies, Cube, 57, has been a longtime supporter of the sports world.
“He gave me an opportunity to play here.
I just wanted to make the best of it,” Howard said of Cube. “It’s good basketball, and again, I love Ice Cube, so I’m
just happy about that.”
Throughout the years, the Big3 has seen its share
of former NBA stars. Howard has a decorated NBA résumé. Rashard Lewis was an NBA champion with the Miami Heat. Stephen Jackson
won an NBA title with the San Antonio Spurs. Seven-time All-Star Joe Johnson is considered one of the best Big3 players ever. Even Jaylen
Brown played in the Big3 All-Star Game in 2023, becoming the first active NBA player to compete in the league.
Leandro Barbosa was the 2007 NBA Sixth Man of
the Year with the Phoenix Suns and won a championship with the Golden State Warriors in 2015, last playing in the NBA in 2019. He’s
now an assistant coach with the Sacramento Kings. Barbosa’s time in the Big3 was cut short by a leg injury in 2022, but during the
prior season, he was considered one of the best the league had seen.
Playing allowed him to rekindle a fire that never
really went out.
“I don’t think people realize, when
you finish your career in the NBA — I’m not saying all the players, but a lot of them — it is tough to turn that key
off,” Barbosa said. “The Big3 gives that chance for you to kind of slowly turn that key off.”
The players have NBA clout, but some of the Big3
coaches, past and present, are among the greatest names in all of basketball. Julius Erving, George Gervin, Rick Barry, Lisa Leslie, Nancy
Lieberman, Gary Payton, Allen Iverson and Calvin Murphy highlight the growing list of Hall of Fame players who have or are currently coaching
in the league.
Additionally, Clyde Drexler has not only served
as a Big3 coach, but he is also the current commissioner of the league, having held the position since 2018, succeeding Roger Mason Jr.
Drexler defined the league with four words.
“In Cube I trust,” he said. “We’re
only here because of Ice Cube, so this league, this new sport that they’ve invented, has been nothing short of spectacular.”
The Big3 averaged 558,000 viewers last summer
and reached a peak of 850,000 viewers during the playoffs, a 48-percent increase from 2024. This season, with games televised on CBS and
BET, Big3 games are averaging 565,000 viewers, according to league representatives.
How has the Big3 managed to stick around, mostly
without full NBA support? Much of that involves Cube, and how he’s attracted fans via his music and movies since the 1980s.
That star power also lures players to a league
that he believes is more than just basketball.
“You can do good music; you (can) do the
movies. But if your reputation is bad, you don’t get players like this playing,” Cube said. “It’s all positivity.
They feel comfortable playing in a league like this. They know what we’re trying to do, and it is a great collaboration and a great
partnership between us and the players trying to get this league to new heights.”
Since 2017, the league has undergone several rule
changes. In 2020, it lowered the competition age limit from 30 to 22. Using feedback from players and coaches, the league also opened
the roster to international players.
The Big3 incorporates a 4-point shot and “Bring
the Fire,” which allows a team to challenge a foul call with the players involved playing one-on-one. Last year, eight teams were
assigned to cities. In December, Kwatinetz said the league plans to expand to 12 teams by 2027. Additionally, the league has opened up
ownership to the public.
With all the perks, few outshine the idea that
Cube, a longtime Lakers fan and someone whose music includes many sports references, is still a significant reason for the Big3’s
success. Much of that is because of his authenticity, which trickles down to him allowing players to be themselves.
Michael Beasley is one of the league’s most
recognizable and outspoken players. The No. 2 pick selected by the Heat in the 2008 NBA Draft, Beasley is the reigning two-time Big3 MVP
and won the Big3 championship last year with Miami 305. He has remained a part of the league because of the platform it provides some
of the most candid voices in basketball.
It’s a league where players and coaches
are direct and unhesitant, yet also genuinely heard and appreciated.
“I think Cube has done as good a job as
any owner dealing with personalities,” Beasley said.
Beasley was initially persuaded to give the Big3
a try by former NBA player Lance Stephenson, who also has a larger-than-life personality. As a whole, the league features some of the
biggest trash talkers in NBA history, whether players or coaches.
Nick Young, who coaches the Riot, is a 12-year
NBA veteran who is well known for having an unserious personality. He was introduced to the league by friend and former NBA All-Star Gilbert
Arenas, who encouraged him to play.
Young won an NBA title playing with the Warriors
in 2018, but he wanted to coach, an opportunity that few NBA teams have offered. The Big3 gave Young his shot.
“I know a lot of people see my persona and
what people see me as. That’s what I love about the Big3,” Young said. “They don’t care about all that. They give
all people a chance.”
Kwatinetz has known Cube for almost 30 years.
Kwatinetz and others say everything works without unorganized chaos because of the legendary rapper’s genuineness and credibility.
“Actors, directors, writers, music artists,
athletes have always gravitated to Cube because they know they get the real from him,” Kwatinetz said. “He truly wants artists
and players to be happy and to enjoy what they do.”
Some athletes say the Big3 helps them adjust to
life after the NBA. Retired players still want to compete, but their days of 82-game regular seasons are over. Cube attracts players,
coaches, executives and others, but what’s more important is that he’s built and maintained relationships that keep individuals
coming back.
“We want to get some good run in, get a
good chance to network more about the league, how we can get ownership in the league, how we can connect with the fans,” Howard
said. “I think it’s a little bit different than what we’re all accustomed to.”
“It builds camaraderie, and it also builds
relationships away from the court,” added Detroit Amps coach Rick Mahorn, a 1989 NBA champion with the Detroit Pistons who also
coached the Detroit Shock in the WNBA from 2005-09. “Just getting to know guys from the music world to the athletic NBA world, this
is all fun.”
Cube has been a part of multiple music groups
throughout his career. The Big3, however, might be his most ambitious group project, one that juggles a variety of characteristics.
Erving said he wanted to be associated with the
league simply after Cube and Drexler asked him. He currently coaches the Chicago Triplets and is a fan of the style of play.
Having been part of the ABA at the start of his
professional playing career, Erving is familiar with leagues adding entertainment value, a major part of the Big3’s selling point.
“It’s a big show. It’s a show
within the show,” Erving said. “The thing that Cube has done, because he’s from the entertainment world, he’s
brought the entertainers out to be there at halftime in between games. I think the fans are pretty excited about not only seeing the basketball,
but seeing the entertainment piece, too, and that makes for a good conversation.”
The Big3 has been considered a sports league underdog
to many since its inception because it operates with minimal NBA support. Isaiah Austin, a center for the Houston Rig Hands and the No.
1 selection in the 2021 Big3 SuperDraft, is aware that Cube has taken on an immense challenge to keep the league operating.
However, there’s a reason why Austin and
others are so loyal to the league. In addition to his daily fight for a platform to engage basketball fans in the summer, Cube’s
belief in giving all players an opportunity keeps Austin steadfast.
“Ice Cube, his whole life, he’s fought,”
Austin said. “He just continued to make strides, and this is what he’s doing now. He’s impacting the youth. He is impacting
our cultures, impacting the game of basketball, with him just being his authentic self.
“Everything that he’s done and everything
that he has accomplished, he deserves.”
Lieberman, who coaches the Dallas Power, said
family is central to the league. She coaches her son, T.J. Cline. Drexler’s son, Adam, plays for the Rig Hands. Cube’s son,
O’Shea Jackson Jr., is a sideline reporter, and his wife and children are courtside as often as entertainers or other athletes.
And then there are the wins off the court. Players
are encouraged to bring their families to games, as most are scheduled on weekends. It’s something that Lieberman believes is a
lesser-discussed victory in the name of mental health.
“I think on mental health and anxiety, on
depression, the Big3 should be applauded. Because now, the family is getting to interact with dad in my locker room,” Lieberman
said. “You can bring your kids in there; I want them to run around, I want you to see what daddy does. Mom, girlfriend, auntie,
grandma can come into my locker room for me for 30 minutes or so before every game.”
Part of mental health with athletes involves how
to handle post-career expectations. While Cube has remained active in music and film into his 50s, he realizes that athletes often face
major life shifts in their 20s and 30s.
Cube points to stories like Austin, once a projected
first-round draft pick in 2014 but was diagnosed with a mild form of Marfan syndrome, a rare genetic disorder that affects the body’s
connective tissue. The NBA, which was told at the time that Austin would no longer be able to play competitive basketball, recognized
him during the 2014 draft with a ceremonial pick. NBA commissioner Adam Silver selected Austin between the 15th and 16th picks at Barclays
Center.
However, Austin was medically cleared to play
basketball again in November 2016, though he still couldn’t attract NBA interest and chose to play overseas.
After five years of playing internationally, Austin
was ready to play closer to friends and family. Some fans wondered what happened to him after he wasn’t drafted and didn’t
realize he was cleared to play roughly 2 1/2 years after his diagnosis. Austin is now an assistant college basketball coach at Florida
Atlantic, but the Big3 has allowed him to play pro basketball in this country.
The Big3 has become an avenue for sharing his
testimony.
“When we got Isaiah, you could tell he was
still angry about not having a shot in the NBA,” Cube said. “Then, he started to win and become a team leader, start working
with youth, and I’ve seen him mature.
“It might have turned out different if the
Big3 wasn’t here.”
The Big3 has additional growth plans from a business
perspective. Last month, the league announced plans to go public at a $290 million valuation. Drexler said a big media deal will allow
the league to further “blow up.”
There have been minor moments of frustration,
as with any budding business, but Drexler believes in Cube’s work ethic to drive growth. Drexler — who won an NBA championship
in 1995 with Hakeem Olajuwon — called Cube a “dream” to work with.
“He is kind. He’s nice. His intentions
are incredible,” Drexler said of Cube. “He respects the guys. He loves the guys. He comes to every single game we play.
“This is his baby, and he treats it as such.”
IMPORTANT LEGAL INFORMATION
Additional Information about the Business Combination
and Where to Find It
An
investor presentation, the Business Combination Agreement (“BCA”), dated as of June 12, 2026, by and among Graf Global Corp.
(“GRAF”), BIG3 HoldCo LLC (“BIG3”), Halfcourt Holdco, Inc. (“Pubco”) and the other parties thereto,
and related transaction documentation were filed with the SEC as exhibits to Current Reports on Form 8-K filed with the Securities and
Exchange Commission (the “SEC”) on June 12, 2026, and available on the SEC website at www.sec.gov.
In
connection with the proposed business combination, the parties to the BCA (the “Parties”) intend to file relevant materials
with the SEC, including a registration statement on Form S-4 that PubCo and BIG3 intend to file in connection with the proposed
business combination (the “Registration Statement”), and after the Registration Statement is declared effective, GRAF will
mail the proxy statement included therein to holders of GRAF’s ordinary shares in connection with GRAF’s solicitation of proxies
for the vote of the GRAF shareholders with respect to the proposed business combination.
This
communication is not a substitute for the Registration Statement or any other document that may be filed by the Parties with the SEC.
INVESTORS AND SHAREHOLDERS OF GRAF ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED BY EACH OF THE PARTIES WITH THE SEC IN CONNECTION WITH
THE TRANSACTION, INCLUDING THE REGISTRATION STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PARTIES AND THE TRANSACTION AND RELATED MATTERS. Investors and shareholders are or will be able to obtain these documents (when
they are available) free of charge from the SEC’s website at www.sec.gov.
Participants in the Solicitation
The
Parties and their respective directors, managers and executive officers may be deemed under SEC rules to be participants in the solicitation
of proxies of GRAF’s shareholders in connection with the proposed business combination. Investors and security holders may obtain
more detailed information regarding the names and interests of GRAF’s directors and officers in the proposed business combination
in GRAF’s filings with the SEC, including GRAF’s Annual Report filed on Form 10-K under the headings “Directors, Executive
Officers and Corporate Governance”, “Executive Compensation”, “Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters” and “Certain Relationships and Related Transactions, and Director Independence”,
which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1897463/000110465926058645/tmb-20251231x10k.htm
and in GRAF’s definitive proxy statement filed with the SEC on Schedule 14A, under the heading “Interests of the Graf Insiders”,
which is available at https://www.sec.gov/Archives/edgar/data/1897463/000110465926071445/tm2615987d2_def14a.htm.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of GRAF’s shareholders
in connection with the proposed business combination will be set forth in the Registration Statement, which is expected be filed by PubCo
and BIG3 with the SEC. Investors, shareholders and other interested persons are urged to read the Registration Statement and proxy statement/prospectus
included therein and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available
because they will contain important information about the proposed business combination. Investors, shareholders and other interested
persons will be able to obtain free copies of the Registration Statement and proxy statement/prospectus and other documents containing
important information about the Parties through the website maintained by the SEC at www.sec.gov.
Forward-Looking Statements
This communication contains certain forward-looking
statements within the meaning of the U.S. federal securities laws with respect to the Parties and the proposed business combination, including
expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the Parties, the proposed business
combination and statements regarding the anticipated benefits and timing of the completion of the proposed business combination, the assets
held by the Parties, the anticipated business of BIG3 and the market in which it operates, planned business strategies, plans and use
of proceeds, objectives of management for future operations of BIG3, expected operating costs of PubCo, BIG3 and their subsidiaries, the
upside potential and opportunity for investors, BIG3’s plan for value creation and strategic advantages, market size and growth
opportunities, competitive position and the interest of other corporations in similar business strategies, market trends, future financial
condition and performance and expected financial impacts of the proposed business combination, the satisfaction of closing conditions
to the proposed business combination and the level of redemptions of GRAF’s public shareholders, and the Parties’ respective
or collective expectations, intentions, strategies, assumptions, or beliefs about future events, results of operations, or performance
or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,”
“expect,” “anticipate,” “intend,” “future,” “potential,” “plan,”
“may,” “will,” “will be,” “will continue,” and similar expressions; but this communication
may include other forward-looking information and data that are not preceded by any of the foregoing words. In addition, any statements
that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements.
Forward-looking statements are predictions, projections
and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject
to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in
this communication, including, but not limited to: uncertainties as to the timing of the proposed business combination; the risk that
the proposed business combination may not be completed in a timely manner or at all; the risk that the proposed business combination may
not be completed by GRAF’s business combination deadline; the failure by the Parties to satisfy the conditions to the consummation
of the proposed business combination, including the approval of GRAF’s shareholders; the risk that the announcement and pendency
of the proposed business combination could have adverse effects on the market price of GRAF’s securities, including if the proposed
business combination is not consummated; changes to the proposed structure of the business combination that may be required or appropriate
as a result of applicable laws or regulations; the failure of PubCo to obtain or maintain the listing of its securities on a national
securities exchange after the closing of the proposed business combination; costs related to the proposed business combination; changes
in business, market, financial, political and regulatory conditions; the effect of the announcement or pendency of the proposed business
combination on BIG3’s ability to retain and hire key personnel, to maintain relationships with business partners, or its operating
results and business generally; risks related to diverting BIG3’s management’s attention from BIG3’s ongoing business
operations; risks related to increased competition in the industries in which BIG3 will operate; risks that after consummation of the
proposed business combination, BIG3 experiences difficulties managing its growth, expanding operations, or executing its strategies; the
risk that the expected benefits of the proposed business combination are not realized when and as expected; the outcome of any potential
legal proceedings that may be instituted against the Parties or others following announcement of the proposed business combination; and
those risk factors discussed in documents of PubCo, BIG3 or GRAF filed, or to be filed, with the SEC.
No Offer or Solicitation
This communication does not constitute (i) a solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination or (ii) an offer
to sell, a solicitation of an offer to buy or a recommendation to purchase any security of PubCo, BIG3, GRAF or any of their respective
affiliates. No such offering of securities will be made except by means of a prospectus meeting the requirements of the Securities Act
of 1933, as amended, or an exemption therefrom. Investment in any securities described herein has not been approved or disapproved by
the SEC or any other regulatory authority nor has any authority passed upon or endorsed the merits of the offering or the accuracy or
adequacy of the information contained herein; any representation to the contrary is a criminal offense.
