Graf Global Corp. 8-K/A

What Happened

• Graf Global Corp. (GRAF) filed an 8‑K on June 12, 2026 announcing a Business Combination Agreement to combine Graf and BIG3 HoldCo LLC (Big3). The transaction includes Graf's domestication from the Cayman Islands to Delaware and two mergers that will make Graf and Big3 wholly‑owned subsidiaries of a newly formed public company (Pubco). The parties anticipate closing in Q4 2026, subject to shareholder, noteholder and customary regulatory approvals.
• Consideration for holders of Big3 equity will be newly issued Pubco shares equal to (i) $290,000,000 plus (ii) Big3’s cash position at the Company Merger Effective Time, divided by (iii) the Per Share Price (the “Merger Consideration”). In addition, 2,000,000 “Earnout Shares” of Pubco Class A Common Stock will be issued at closing but remain unvested and subject to performance vesting.

Key Details

• Expected close: Q4 2026, subject to Graf shareholder approval, Big3 noteholder approvals, audited financials and other customary closing conditions.
• Merger consideration formula: shares equal to ($290,000,000 + Big3 cash on closing) / Per Share Price; plus 2,000,000 Earnout Shares that vest if Pubco reaches $15.00/share (20 of 30 trading days) or upon a qualifying sale within 5 years.
• Sponsor and lockups: Sponsor will forfeit 2,750,000 Graf Class B ordinary shares prior to domestication; sponsor and sellers face standard 6‑month lockups post‑closing. Sponsor also has 500,000 sponsor earnout shares subject to vesting conditions similar to the Earnout Shares.
• Financing and minimum cash: Closing conditions include audited Big3 financials delivered within 60 days and at least $50,000,000 available from Graf’s trust account plus transaction financing proceeds (net of unpaid expenses).
• Convertible promissory note: Graf issued a $200,000 convertible promissory note (fully drawn) on June 10, 2026. It can convert at the payee’s option at $10.00 per share and includes issuance warrants tied to amounts funded.

Why It Matters

• For investors, this is a SPAC business combination that turns Graf into a public vehicle owning Big3. The deal creates potential dilution: new Pubco shares issued as Merger Consideration, 2,000,000 Earnout Shares (performance‑based), sponsor forfeitures/transfers, and registration/lock‑up mechanics will affect share supply and timing of resale.
• The earnout structure ties additional issuer equity to future stock performance ($15 threshold) or a sale within five years, so ultimate seller economics depend on Pubco’s market performance post‑closing.
• Key closing contingencies (shareholder approvals, audited statements, minimum cash and financing) mean the transaction is not certain; termination rights and limited post‑closing survival of reps/warranties reduce long‑term indemnity protections compared with some M&A deals.
• Governance: Pubco will adopt a dual‑class voting structure (Class A: 1 vote; Class B: 10 votes) and Big3 will nominate most post‑closing directors, while Big3’s CEO/CFO are expected to lead Pubco — important for control and management continuity.

Keywords: merger, business combination, SPAC, Big3, earnout, shareholder approval, convertible note, dilution, sponsor forfeiture.