Graf Global Corp. 8-K

What Happened

• On June 26, 2026, Graf Global Corp. (the Company) held a shareholder meeting and approved an amendment to its Articles to extend the deadline to consummate an initial business combination. The amendment became effective under Cayman Islands law upon shareholder approval.
• At the same time the Company and Graf Global Sponsor LLC (the Sponsor) entered into Non‑Redemption Agreements with certain existing, non‑affiliate shareholders covering 4,256,015 Class A ordinary shares (the “Non‑Redemption Shares”). Those shareholders agreed not to redeem (or to rescind prior redemption requests) those shares in connection with the extension vote.

Key Details

• Date of meeting and agreements: June 26, 2026.
• Non‑Redemption Shares: 4,256,015 Class A ordinary shares.
• Consideration: Sponsor agreed to transfer 425,602 Founder Shares to the Non‑Redeeming Shareholders after closing of the Company’s initial business combination, subject to (i) no redemption of the Non‑Redemption Shares, (ii) approval of the extension amendment, and (iii) consummation of the business combination.
• Sponsor disclosure: Sponsor may transfer up to 500,000 discretionary Founder Shares to incentivize non‑redemptions or investments; Assigned Shares are drawn from that pool. Assigned Shares will have registration rights identical to the Sponsor’s, and recipients will sign the same registration rights agreement.
• Legal filing: The form of the Non‑Redemption Agreement and the amendment to the Articles are filed as Exhibits 10.1 and 3.1, respectively.

Why It Matters

• For investors, the Non‑Redemption Agreements are expected to increase the cash remaining in the Company’s trust account following the meeting (relative to a scenario with higher redemptions). That larger trust balance improves the Company’s cash position available to complete the proposed initial business combination.
• The agreements do not require these shareholders to vote in favor of the extension, and the filing states they are not expected to affect shareholder approval of the amendment; however, the arrangements reduce the number of outstanding potential redemptions tied to the vote.