Graf Global highlights BIG3 plan to go public

Rhea-AI Filing Summary

Graf Global Corp. (TONT) filed a merger-related communication highlighting an interview where BIG3 executive O'Shea Jackson (“Ice Cube”) discussed BIG3’s progress toward becoming a publicly traded professional sports league in connection with the previously announced business combination among Graf Global Corp., BIG3 HoldCo LLC and Halfcourt Holdco, Inc.

The communication directs investors to an upcoming registration statement on Form S-4 and related proxy materials that will describe the transaction in detail, explains that the parties may be deemed participants in a proxy solicitation, and includes extensive forward-looking statement and no-offer-or-solicitation disclaimers.

Filing Explained

This communication does not announce a completed public listing or ownership change: the business combination remains proposed, with the Form S-4 still intended to be filed and GRAF’s shareholder vote to occur only after the registration statement becomes effective.

Key Figures

Interview date: August 31, 2026 Business Combination Agreement date: June 12, 2026 Form type: Form S-4 registration statement +1 more

4 metrics

Interview date August 31, 2026 Date Ice Cube’s interview referenced in the communication took place

Business Combination Agreement date June 12, 2026 Date the Business Combination Agreement among Graf Global Corp., BIG3 and Pubco was signed

Form type Form S-4 registration statement Planned registration statement to describe the proposed business combination and include the proxy statement/prospectus

Commission File Number 001-42142 SEC file number for Graf Global Corp. as subject company in this communication

Key Terms

Business Combination Agreement, registration statement on Form S-4, proxy statement/prospectus, forward-looking statements, +1 more

5 terms

Business Combination Agreement financial

"the Business Combination Agreement (“BCA”), dated as of June 12, 2026"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

registration statement on Form S-4 regulatory

"including a registration statement on Form S-4 that PubCo and BIG3 intend to file"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

proxy statement/prospectus regulatory

"GRAF will mail the proxy statement included therein to holders of GRAF’s ordinary shares"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

forward-looking statements regulatory

"This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

participants in the solicitation regulatory

"may be deemed under SEC rules to be participants in the solicitation of proxies"

People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.

FAQ

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

What transaction is Graf Global Corp. (TONT) discussing in this Form 425?

The communication relates to a proposed business combination under a Business Combination Agreement dated June 12, 2026, among Graf Global Corp., BIG3 HoldCo LLC, Halfcourt Holdco, Inc. (Pubco) and other parties, which would help move BIG3 toward becoming a publicly traded professional sports league.

What did Ice Cube say about BIG3 and going public in the TONT filing content?

O'Shea Jackson (“Ice Cube”) described BIG3’s move toward becoming a publicly traded professional sports league as “dream-come-true status,” emphasizing that fans could potentially participate in the league’s growth and upside, rather than only attending games or buying merchandise.

What SEC filings are planned in connection with the TONT business combination?

The parties intend to file a registration statement on Form S-4, which will include a proxy statement/prospectus. After effectiveness, Graf Global Corp. will mail the proxy statement to its shareholders in connection with soliciting proxies for approval of the proposed business combination.

How can TONT investors access documents about the proposed business combination?

Investors and shareholders will be able to obtain the registration statement, proxy statement/prospectus and other relevant filings free of charge from the SEC’s website at www.sec.gov. Prior related documents, including the Business Combination Agreement, are already available there.

Does this TONT communication constitute an offer to sell securities?

The communication states it does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of Pubco, BIG3, GRAF or their affiliates. Any offering would only be made by a prospectus meeting Securities Act requirements or an applicable exemption.

What risks are highlighted regarding the Graf Global Corp. (TONT) business combination?

The text notes risks and uncertainties, including possible delays or failure to complete the business combination, failure to obtain GRAF shareholder approval, potential effects on GRAF’s share price, listing risks for Pubco’s securities, integration and growth challenges for BIG3, and other factors described in SEC filings.

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

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Available on EDGAR 09/11/2026 - 06:04 AM Accepted by SEC EDGAR 09/11/2026 - 06:00 AM Learn about SEC filing dates

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: Halfcourt Holdco, Inc.

Commission File No.: 001-42142

Date: August 31, 2026

On August 31, 2026, O'Shea Jackson (“Ice Cube”), an executive officer of BIG3 HoldCo LLC, which is a party to the previously disclosed Business Combination Agreement, dated as of June 12, 2026, with Graf Global Corp. and Halfcourt Holdco, Inc., among other parties, participated in an interview with NBC KCRA 3. The transcript of said meeting can be found below:

INTERVIEWER:

Well, this weekend, one of hip-hop’s most influential voices will be in Northern California. From rap trailblazer to movie superstar and entrepreneur, Ice Cube has solidified his legacy, and he joins us now this morning.

Ice Cube, good morning. Thanks for being here.

ICE CUBE:

Thanks for having me.

INTERVIEWER:

Of course. You are busy. You stay busy.

We know that the fourth installment of the iconic Friday franchise, Last Friday, is expected to start filming later this year. How do you feel about wrapping up this iconic franchise now?

ICE CUBE:

I feel amazing. Hopefully, we can do a good job and it won’t be the wrap-up.

It’s called Last Friday, but who knows? It might not be the last Friday. It depends on how much fun we have and what kind of response we get from the fans who love the franchise. We can keep this thing going if it’s good.

INTERVIEWER:

Hey, I’m down for that. I’m a fan. I can help you with some titles—Friday Next, Next, Next or something. I don’t know.

ICE CUBE:

Friday After Last.

INTERVIEWER:

Yeah, I like it.

Also, BIG3—you started that, and it wrapped up its ninth season. It’s now moving toward becoming a publicly traded professional sports league. What does that accomplishment mean for you?

ICE CUBE:

Oh, man. That’s dream-come-true status.

Bringing this league from 2017 to now, with just the ownership group, has been a labor of love. People love the league. People have supported it. We have millions of fans all over the world.

I’m surprised that this is the first league to go public. All the other leagues are privately owned. You can’t really participate in anything but going to a game, buying some merchandise, watching on TV or getting a subscription—something like that.

But here, you can actually be a part of the growth of the league. You can participate in the upside of the league’s growth as you become fans and turn other people on to the league. It’s a win-win situation for us.

INTERVIEWER:

Indeed. You have been an entertainer for more than three decades. What still excites you about performing for a live audience?

ICE CUBE:

It’s the best part. Out of all the jackets and hats that I wear, performing onstage is still just as fun as it used to be when I was a young MC coming up in the game.

Getting onstage and getting that immediate reaction and interaction with the crowd, with the songs and celebrating the music—I have 40 years of hits, and I’m bringing them all with me. We’re going to have fun on Sunday.

INTERVIEWER:

I love that. For people who are going to see you in Lincoln this weekend, what can they expect that they won’t get anywhere else?

ICE CUBE:

Ice Cube live, in the building. We’re going to have fun.

I’m bringing songs from Straight Outta Compton all the way to my new songs, It’s My Ego, and everything in between. I have my man Dub C with me. We have one of the best productions in the game, and we’re going to have fun, like I said, on Sunday. You don’t want to miss that.

INTERVIEWER:

All right, we love it. Thank you so much for joining us this morning. We appreciate it.

ICE CUBE:

Anytime, every time.

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.