Graf Global Corp. 8-K

What Happened
Graf Global Corp. (GRAF) filed a Form 8-K (Items 3.02 and 8.01) disclosing that on June 18, 2026 the Sponsor and three board members — Louis Bélanger‑Martin, Kenneth Weinstein and Fred Zeidman (the “Converting Shareholders”) — irrevocably exercised their right to convert an aggregate 5,749,999 Class B ordinary shares into 5,749,999 Class A ordinary shares on a one‑for‑one basis under the company’s governing documents. Following the conversions, Graf Global had 28,749,999 Class A ordinary shares issued and outstanding and 1 Class B ordinary share outstanding (held by the Sponsor).

Key Details

• Date of conversion: June 18, 2026.
• Shares converted: 5,749,999 Class B → 5,749,999 Class A (one‑for‑one).
• Post‑conversion share counts: 28,749,999 Class A outstanding; 1 Class B outstanding (held by the Sponsor).
• The Class A shares issued on conversion remain subject to the same restrictions that applied to the Class B shares (transfer restrictions and waiver of redemption rights) as described in the company’s IPO prospectus. The issuance was reported under Item 3.02 (unregistered sale of equity securities).

Why It Matters
This filing documents a change in Graf Global’s capital structure: a large block of Class B shares converted to Class A, leaving only a single Class B share outstanding. For investors, the change affects the reported counts of each share class and confirms that the converted shares remain subject to transfer and redemption waivers disclosed in the IPO prospectus. The filing does not report any registered public offering related to these shares — the issuance was disclosed as exempt/unregistered under Item 3.02.