TONT 10-Q
Graf Global Corp. (TONT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
| ||
(State or other jurisdiction of |
| (I.R.S. Employer |
(Address of principal executive offices)
(
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
|
| |||
|
| |||
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ |
| Accelerated filer | ☐ |
☒ |
| Smaller reporting company | ||
|
| Emerging growth company | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 14, 2026, there were
GRAF GLOBAL CORP.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
GRAF GLOBAL CORP.
CONDENSED BALANCE SHEETS
| June 30, | | December 31, | |||
2026 | 2025 | |||||
(Unaudited) | ||||||
Assets | | | ||||
Current assets |
| |||||
Cash | $ | | $ | | ||
Prepaid expenses |
| |
| | ||
Total current assets |
| |
| | ||
Cash held in Trust Account |
| |
| | ||
Total Assets | $ | | $ | | ||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit |
| |||||
Current liabilities |
| |||||
$ | — | $ | | |||
Accrued expenses |
| |
| | ||
| — | |||||
Total current liabilities |
| |
| | ||
Deferred underwriting fee |
| |
| | ||
Total Liabilities |
| |
| | ||
Commitments and Contingencies (Note 6) |
|
|
|
| ||
Class A ordinary shares subject to possible redemption, |
| |
| | ||
Shareholders’ Deficit |
| |||||
Preference shares, $ |
|
| ||||
Class A ordinary shares, $ |
| |
| — | ||
Class B ordinary shares, $ |
| — |
| | ||
Additional paid-in capital |
| — |
| — | ||
Accumulated deficit |
| ( |
| ( | ||
Total Shareholders’ Deficit |
| ( |
| ( | ||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | $ | | $ | | ||
The accompanying notes are an integral part of these unaudited condensed financial statements.
1
GRAF GLOBAL CORP.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended June 30, | | For the Six Months Ended June 30, | |||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
General and administrative expenses | $ | | $ | | $ | | $ | | ||||
Non-redemption agreements expenses | | — | | — | ||||||||
Loss from operations |
| ( |
| ( |
| ( |
| ( | ||||
Other income: |
|
|
|
|
|
|
| |||||
Interest earned on cash held in Trust Account |
| |
| |
| |
| | ||||
Total other income |
| |
| |
| |
| | ||||
Net income (loss) | $ | ( | $ | | $ | | $ | | ||||
Weighted average shares outstanding of Class A ordinary shares redeemable shares |
| |
| |
| |
| | ||||
Basic and diluted net income (loss) per ordinary share, Class A ordinary shares redeemable shares | $ | ( | $ | | $ | | $ | |||||
Weighted average shares outstanding of Class A and Class B ordinary shares non-redeemable shares |
| |
| |
| |
| | ||||
Basic and diluted net income (loss) per ordinary share, Class A and Class B ordinary shares non-redeemable shares | $ | ( | $ | $ | | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
GRAF GLOBAL CORP.
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026
| Class A Ordinary | | Class B Ordinary | | Additional | | | Total | |||||||||||
Shares | Shares | Paid-in | Accumulated | Shareholders’ | |||||||||||||||
| Shares | | Amount | | Shares | | Amount | | Capital | | Deficit | | Deficit | ||||||
Balance — December 31, 2025 | — | $ | — | | $ | | $ | — | $ | ( | $ | ( | |||||||
Accretion for Class A ordinary shares to redemption amount |
| ― |
| ― |
| — |
| — |
| — |
| ( |
| ( | |||||
Net income |
| — |
| — |
| — |
| — |
| — |
| |
| | |||||
Balance – March 31, 2026 (unaudited) | ― | ― | | | ― | ( | ( | ||||||||||||
Accretion for Class A ordinary shares to redemption amount | ― | ― | — | — | ( | ( | ( | ||||||||||||
Conversion of Class B shares to Class A non-redeemable | | | ( | ( | — | — | — | ||||||||||||
Capital contribution on non-redemption agreements expense | — | — | — | — | | — | | ||||||||||||
Net loss | — | — | — | — | — | ( | ( | ||||||||||||
Balance – June 30, 2026 (unaudited) |
| | $ | |
| | $ | — | $ | — | $ | ( | $ | ( | |||||
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
| Class A Ordinary | | Class B Ordinary | Additional | Total | ||||||||||||||
Shares | Shares | Paid-in | Accumulated | Shareholders’ | |||||||||||||||
| Shares | | Amount | | Shares | | Amount | | Capital | | Deficit | | Deficit | ||||||
Balance — December 31, 2024 |
| ― | $ | — |
| | $ | | $ | — | $ | ( | $ | ( | |||||
Accretion for Class A ordinary shares to redemption amount | — | — | — | — | — | ( | ( | ||||||||||||
Net income |
| ― |
| — |
| — |
| — |
| — |
| |
| | |||||
Balance —March 31, 2025 (unaudited) | ― | — | | | — | ( | ( | ||||||||||||
Accretion for Class A ordinary shares to redemption amount | — | — | — | — | — | ( | ( | ||||||||||||
Net income | ― | — | — | — | — | | | ||||||||||||
Balance – June 30, 2025 (unaudited) |
| — | $ | — |
| | $ | | $ | — | $ | ( | $ | ( | |||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
GRAF GLOBAL CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Six Months Ended June 30, | |||||
| 2026 | | 2025 | |||
Cash Flows from Operating Activities: | | | ||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
| |||
Interest earned on cash held in Trust Account |
| ( |
| ( | ||
Non-redemption agreements expense | | — | ||||
Changes in operating assets and liabilities: |
|
|
| |||
Prepaid expenses |
| |
| | ||
Long-term prepaid insurance | — | | ||||
Due to related party | ( | — | ||||
Accrued expenses |
| |
| | ||
Net cash used in operating activities |
| ( |
| ( | ||
Cash Flows from Investing Activities: |
|
|
|
| ||
Cash withdrawn from Trust Account in connection with redemption | |
| — | |||
Net cash provided by investing activities | | — | ||||
Cash Flows from Financing Activities: | ||||||
Payment of offering costs | — | ( | ||||
Proceeds from promissory note - related party | | — | ||||
Redemption of ordinary shares | ( | — | ||||
Net cash used in financing activities | ( | ( | ||||
|
| |||||
Net Change in Cash |
| |
| ( | ||
Cash – Beginning of period | | | ||||
Cash – End of period | $ | | $ | | ||
Non-Cash investing and financing activities: | ||||||
Conversion of Class B Ordinary Shares to Class A Ordinary Shares | $ | | $ | — | ||
Equity contribution from Non-Redemption Agreements | $ | | $ | — | ||
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Graf Global Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 17, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company may pursue an acquisition opportunity in any industry or geographic location.
As of June 30, 2026, the Company had not yet commenced operations. All activity for the period from November 17, 2021 (inception) through June 30, 2026 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, the Company’s search for, negotiation of, and efforts to consummate a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s Initial Public Offering was declared effective on June 25, 2024. On June 27, 2024, the Company consummated the Initial Public Offering of
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of
Transaction costs amounted to $
The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination (less deferred underwriting commissions).
Pursuant to NYSE American listing rules, the Company must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement to enter into an initial Business Combination.
However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.
5
Following the closing of the Initial Public Offering, on June 27, 2024, an amount of $
The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem, regardless of whether they abstain, vote for, or against, a Business Combination, all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable)). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters of the Initial Public Offering (as discussed in Note 6).
All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”). In accordance with U.S. Securities and Exchange Commission (“SEC”) and its guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the Public Shares were presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. Given that the Public Shares were issued with other freestanding instruments (i.e., Public Warrants), the initial carrying value of Class A Ordinary Shares classified as temporary equity were the allocated proceeds determined in accordance with FASB ASC Topic 470-20, “Debt with Conversion and Other Options.” The resulting discount to the initial carrying value of temporary equity was accreted upon closing the Initial Public Offering such that the carrying value equals the redemption value on such date. The accretion or remeasurement is recognized as a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value. The Public Shares are redeemable and were classified as such on the condensed balance sheets until such date that a redemption event takes place.
Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) prior to Initial Public Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.
Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of
6
The Company’s Sponsor, executive officers and directors have agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem
Pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, the Company initially had
In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the fund held in the Trust Account (which interest shall be net of taxes payable and up to $
The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
On June 18, 2026, the Sponsor and certain members of the board of directors of the Company, Louis Bélanger-Martin, Kenneth Weinstein and Fred Zeidman (such directors together with the Sponsor, the “Converting Shareholders”), irrevocably exercised their right to convert (the “Conversions”) an aggregate of
7
Extension
On June 26, 2026, the Company held an extraordinary general meeting of shareholders of the Company (the “Meeting”), at which shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (such amendment, the “Extension”) to extend the date by which the Company has to consummate an initial Business Combination from June 27, 2026 to September 27, 2026, and provided that the Company has executed a definitive agreement for an initial Business Combination by September 27, 2026 but has not consummated an initial Business Combination by such date, to permit the Company’s Board of Directors, in its sole discretion, to further extend such date up to three times in one month increments, to up to December 27, 2026.
In connection with the Meeting, shareholders holding an aggregate of
In connection with the Meeting, the Company and the Sponsor entered into Non-Redemption Agreements (See Note 6).
Business Combination Agreement
On June 12, 2026, the Company entered into the business combination agreement (the “Business Combination Agreement”) with BIG3 HoldCo LLC, a Delaware limited liability company (“BIG3”), Halfcourt Holdco, Inc., a Delaware corporation (“PubCo”), Halfcourt Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“SPAC Merger Sub”), and Halfcourt Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of PubCo (“Company Merger Sub”). Pursuant to the Business Combination Agreement, and on the terms and subject to the conditions thereof, among other things, (a) on the day that is one day prior to the date of the SPAC Merger (as defined below), the Company will transfer, by way of continuation, out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation (the “Domestication”), and (b) at the closing, (i) SPAC Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of PubCo (the “SPAC Merger”) and (ii) Company Merger Sub will merge with and into Big3, with Big3 continuing as the surviving entity and a wholly-owned subsidiary of PubCo (the “Company Merger”, and the Company Merger together with the SPAC Merger, the “Mergers”). The Mergers, collectively with the Domestication and all other transactions contemplated by the Business Combination Agreement, are referred to in this Quarterly Report as the “BIG3 Business Combination”.
Concurrently with the execution of the Business Combination Agreement, the Company entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”) with the Sponsor, each of Graf’s independent directors (together with Sponsor, the “Insiders”), PubCo and BIG3, pursuant to which the Insiders agreed to, among other things, vote in favor of and otherwise support the Business Combination. In addition, pursuant to the Sponsor Support Agreement, the Sponsor will, effective as of immediately prior to the Domestication and conditioned upon the closing of the Business Combination, forfeit and surrender to the Company an aggregate of
8
Liquidity and Going Concern
As of June 30, 2026, the Company had $
The Company has until September 27, 2026 to consummate the initial Business Combination, and, in the event that Company has executed a definitive agreement for an initial Business Combination by September 27, 2026 but has not consummated an initial Business Combination by such date, the Company’s Board of Directors may further extend such date, in its sole discretion, up to three times in one month increments, to up to December 27, 2026 (assuming no further shareholder-approved extensions to the Combination Period). If the Company does not complete a Business Combination, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility that Business Combination might not happen within the 30-month period from the date of the Initial Public Offering.
In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” as of June 30, 2026, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
Management plans to address this uncertainty through a Business Combination. If a Business Combination is not consummated by the end of the Combination Period, currently up to December 27, 2026, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the liquidity condition, the date of mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should be required to liquidate after the Combination Period. The Company intends to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s December 31, 2025 Annual Report on Form 10-K as filed with the SEC on May 11, 2026. The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.
9
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $
Cash Held in Trust Account
As of June 30, 2026 and December 31, 2025, the assets held in the Trust Account were in an interest bearing demand deposit account at a bank, amounting to $
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480, “Distinguishing Liabilities from Equity”, and ASC 815-15, “Derivatives and Hedging”. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10, “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities are allocated based on their relative fair value of total proceeds and are recognized in the unaudited condensed statements of operations as incurred.
10
The Company accounted for the
Offering Costs
The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A Ordinary Shares and Public Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Warrants and then to the Class A Ordinary Shares. Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to the Public Warrants and Private Placement Warrants were charged to shareholders’ deficit as Public Warrants and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.
Class A Ordinary Shares Subject to Possible Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of June 30, 2026 and December 31, 2025, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. As of June 30, 2026 and December 31, 2025, the Class A Ordinary Shares subject to redemption reflected in the condensed balance sheets are reconciled in the following table:
Class A ordinary shares subject to possible redemption, December 31, 2025 | | | |
Plus: | |||
Accretion of carrying value to redemption value | | ||
Class A ordinary shares subject to possible redemption, March 31, 2026 | | ||
Less: | |||
Redemptions | ( | ||
Plus: | |||
Accretion of carrying value to redemption value | | ||
Class A ordinary shares subject to possible redemption, June 30, 2026 | $ | |
Income Taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
11
There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (loss) per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, (i) Class A Ordinary Shares and non-redeemable Class A Ordinary Shares and (ii) Class B Ordinary Shares. The Class A Ordinary Shares and Class B Ordinary Shares are collectively referred to as the “Ordinary Shares”. Income and losses are shared pro rata between the two classes of shares. Net income per Ordinary Share is calculated by dividing the net income (loss) by the weighted average shares of Ordinary Shares outstanding for the respective period.
The calculation of diluted net income (loss) does not consider the effect of the Public Warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment) and the Private Placement Warrants to purchase an aggregate of
The following tables reflect the calculation of basic and diluted net income per Ordinary Share (in dollars, except per share amounts):
For the Three Months Ended June 30, | ||||||||||||
2026 | 2025 | |||||||||||
Class A and | ||||||||||||
Class A | Class B Non- | |||||||||||
| Redeemable | | Redeemable | | Class A | | Class B | |||||
Basic and diluted net income (loss) per ordinary share | | | | | ||||||||
Numerator: |
|
| |
| |
| | |||||
Allocation of net income (loss), as adjusted | $ | ( | $ | ( | $ | | $ | | ||||
Denominator: |
|
|
|
|
|
| ||||||
Basic and diluted weighted average ordinary shares outstanding |
| |
| |
| |
| | ||||
Basic and diluted net income (loss) per ordinary share | $ | ( | $ | ( | $ | | $ | | ||||
For the Six Months Ended June 30, | ||||||||||||
2026 | 2025 | |||||||||||
| | Class A and | | | ||||||||
Class A | Class B Non- | |||||||||||
Redeemable | Redeemable | Class A | Class B | |||||||||
Basic and diluted net income per ordinary share |
| |
| |
| |
| | ||||
Numerator: |
| |
| |
| |
| | ||||
Allocation of net income, as adjusted | $ | | $ | | $ | | $ | | ||||
Denominator: |
| |
| |
| |
| | ||||
Basic and diluted weighted average ordinary shares outstanding |
| |
| |
| |
| | ||||
Basic and diluted net income per ordinary share | $ | | $ | | $ | | $ | | ||||
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
12
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.
Warrant Instruments
The Company accounts for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.
Recent Accounting Standards
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor Fitzgerald & Co. purchased an aggregate of
Each whole Private Placement Warrant is exercisable for
The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until
13
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On November 24, 2021, the Sponsor paid $
On June 7, 2024, the Sponsor transferred
With certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to the Company’s officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier to occur of (i)
On June 18, 2026, the Converting Shareholders irrevocably exercised their right to an aggregate of
Administrative Services Agreement
The Company entered into an agreement, commencing on June 25, 2024, through the earlier of consummation of the initial Business Combination and the liquidation, to pay an affiliate of the Sponsor $
14
In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made by the Company to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. For the three and six months ended June 30, 2026, the Company incurred $
Due to Related Party
The Company’s Chief Executive Officer paid certain operating expenses on behalf of the Company. These amounts are payable and have been recorded as due to related party in the accompanying condensed balance sheets. As of June 30, 2026 and December 31, 2025, the outstanding balance related to these payments was $
Promissory Notes — Related Parties
On June 10, 2026, the Company entered into a convertible promissory note (the “Convertible Promissory Note”) with Harraden Circle Investments LLC (“Harraden”) and James Graf, pursuant to which the Company may borrow up to $
The Loan may, at Harraden’s discretion, be converted into Class A Ordinary Shares at a conversion price equal to $
The Loan is non-interest bearing, unsecured and is due at the earlier of (i) the consummation of the Business Combination or (ii) the liquidation of the Company. If the Company liquidates, the Loan will be repaid only from funds held outside of the Trust Account.
As of June 30, 2026, there was a total amount of $
Related Party Loans
On November 20, 2021, as amended on February 9, 2024, the Sponsor agreed to loan the Company up to $
15
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $
NOTE 6. COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the recent escalation of the Israel-Hamas conflict, and continuing tensions between Israel and the U.S. with Iran. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia, the escalation of the Israel-Hamas conflict, continuing tensions between Israel and the U.S. with Iran, and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.
Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict, continuing tensions between Israel and the U.S. with Iran, and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Ordinary Shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans), will be entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company granted the underwriters a
16
The underwriters were entitled to an underwriting discount of $
Non-Redemption Agreement
On June 26, 2026, in connection with the Meeting, the Company and the Sponsor entered into non-redemption agreements (collectively, the “Non-Redemption Agreements”) with certain of the Company’s existing shareholders (collectively, the “Non-Redeeming Shareholders”) with respect to an aggregate of
In connection with the proposed BIG3 Business Combination, pursuant to the Sponsor Support Agreement, the Sponsor is permitted to transfer up to
The Company evaluated the Non-Redemption Agreements as freestanding equity-linked instruments under ASC 815-10 and ASC 815-40. Upon approval of the Extension on June 26, 2026, the agreements met the requirements for equity classification under ASC 815-40 because the settlement terms became fixed. Accordingly, the Company recognized the fair value of the Assigned Shares as a non-redemption agreements expense with a corresponding capital contribution from the Sponsor. The expense was measured at fair value on the agreement date.
Upon satisfaction of the requirements for the Non-Redemption Agreements, the Sponsor will transfer
17
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference Shares — The Company is authorized to issue
Class A Ordinary Shares — The Company is authorized to issue
Class B Ordinary Shares — The Company is authorized to issue
The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial Business Combination on a
Warrants — As of June 30, 2026 and December 31, 2025, there were
18
The warrants have an exercise price of $
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until
Redemption of warrants for cash: Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash:
| ● | In whole and not in part; |
| ● | At a price of $ |
| ● | Upon a minimum of |
| ● | If, and only if, the closing price of Class A Ordinary Shares equals or exceeds $ |
The Company will not redeem the warrants for cash unless a registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the
19
If the Company calls the warrants for redemption for cash, as described above, the management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis.”
If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
NOTE 8. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
Level 3: | Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. |
The Company measured the fair value of the Non-Redemption Agreements at inception (June 26, 2026) at $
The fair value was determined using a market approach, in which the value of each Assigned Share was estimated as the product of the Company’s Class A ordinary share closing price on June 26, 2026 ($
The significant unobservable input was the market-implied value ratio, selected at
NOTE 9. SEGMENT INFORMATION
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has
20
The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the unaudited condensed statements of operations as net income. The measure of segment assets is reported on the condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:
| June 30, | | December 31, | |||
2026 | 2025 | |||||
Cash held in Trust Account | $ | | $ | | ||
Cash | $ | | $ | | ||
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
General and administrative expenses | $ | | $ | | $ | | $ | | ||||
Interest earned on cash held in Trust Account | $ | | $ | | $ | | $ | | ||||
The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Investment Management Trust Agreement, dated June 25, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net income are reported on the unaudited condensed statements of operations and described within their respective disclosures.
The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
On July 27, 2026, the trading symbols for the Company’s securities on the NYSE American were changed in connection with the proposed BIG3 Business Combination. The symbol for the Company’s Units changed from “GRAF U” to “TONT U”, its Class A Ordinary Shares changed from “GRAF” to “TONT”, and its warrants changed from “GRAF WS” to “TONT WS,” respectively.
On August 10, 2026, the Company entered into a promissory note with Harraden pursuant to which the Company may borrow up to $
21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Graf Global Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Graf Global Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of an initial Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of an initial Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands on November 17, 2021 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial Business Combination. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Convertible Promissory Note
On June 10, 2026, the Company entered into a convertible promissory note (the “Convertible Promissory Note”) with Harraden Circle Investments LLC (“Harraden”) and James Graf, pursuant to which the Company may borrow up to $200,000 (the “Loan”) from Harraden for working capital and general corporate purposes. The Loan includes $50,000 advanced by Harraden to the Company in March 2026, $75,000 advanced by Harraden to the Company in April 2026, and $75,000 drawn by the Company concurrently with the execution of the Convertible Promissory Note. As a result, the Loan has been fully drawn down and no amounts are available for further drawdowns. The Convertible Promissory Note replaced and superseded the promissory note among the Company, Harraden, and James Graf dated June 4, 2026.
The Loan may, at Harraden’s discretion, be converted into Class A Ordinary Shares at a conversion price equal to $10.00 per share (the “Conversion Shares”). In addition, pursuant to the Convertible Promissory Note, Harraden is entitled to receive one warrant (each a “Warrant”) to purchase one Class A Ordinary Shares (the “Issuance Warrants”) for each dollar funded under the Loan to be issued immediately prior to the closing of the initial Business Combination. The terms of the Warrants will be identical to those of the Private Placement Warrants that were issued to the Sponsor, including the transfer restrictions applicable to such Private Placement Warrants. In lieu of issuing the Conversion Shares and/or Issuance Warrants, the Sponsor may re-allocate securities among members of the Sponsor and Graf Global Management LLC to satisfy the Company’s obligations to issue Conversion Shares and Issuance Warrants under the Convertible Promissory Note.
22
The Loan is non-interest bearing, unsecured and is due at the earlier of (i) the consummation of the Business Combination or (ii) the liquidation of the Company. If the Company liquidates, the Loan will be repaid only from funds held outside of the Trust Account.
Founder Share Conversion
On June 18, 2026, the Sponsor and certain members of the board of directors of the Company, Louis Bélanger-Martin, Kenneth Weinstein and Fred Zeidman (such directors together with the Sponsor, the “Converting Shareholders”), irrevocably exercised their right to convert (the “Conversions”) an aggregate of 5,749,999 Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”), on a one-for-one basis into an aggregate of 5,749,999 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), pursuant to the terms of the Class B Ordinary Shares and the Company’s Amended and Restated Memorandum and Articles of Association.
Extension
On June 26, 2026, the Company held an extraordinary general meeting of shareholders of the Company (the “Meeting”), at which shareholders approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (such amendment, the “Extension”) to extend the date by which the Company has to consummate an initial Business Combination from June 27, 2026 to September 27, 2026, and provided that the Company has executed a definitive agreement for an initial Business Combination by September 27, 2026 but has not consummated an initial Business Combination by such date, to permit the Company’s Board of Directors, in its sole discretion, to further extend such date up to three times in one month increments, to up to December 27, 2026.
In connection with the Meeting, shareholders holding an aggregate of 14,590,367 Class A Ordinary Shares exercised their right to redeem their shares for approximately $10.86 per share from the funds held in the Company’s Trust Account, leaving approximately $91.4 million in cash in the Trust Account after satisfaction of such redemptions. Following such redemptions, the Company had an aggregate of 14,159,633 ordinary shares outstanding, of which 14,159,632 were Class A Ordinary Shares and 1 was a Class B Ordinary Share.
On June 26, 2026, in connection with the Meeting, the Company and the Sponsor entered into non-redemption agreements (collectively, the “Non-Redemption Agreements”) with certain of the Company’s existing shareholders (collectively, the “Non-Redeeming Shareholders”) with respect to an aggregate of 4,256,015 Class A Ordinary Shares (the “Non-Redemption Shares”). The Non-Redeeming Shareholders are not affiliates of the Company, the Sponsor, or the Company’s officers or directors. Pursuant to the Non-Redemption Agreements, the Non-Redeeming Shareholders agreed to not redeem (or to validly rescind any redemption requests previously made in respect of) the Non-Redemption Shares in connection with the vote to approve the Extension. In exchange for this commitment from the Non-Redeeming Shareholders, the Sponsor has agreed to transfer and assign to such Non-Redeeming Shareholders promptly following the closing of the Company’s initial Business Combination an aggregate of 425,602 Founder Shares (such shares, the “Assigned Shares”), provided that, among other conditions, (i) the Non-Redeeming Shareholders do not exercise (or validly rescind any prior exercise of) their redemption rights with respect to the Non-Redemption Shares in connection with the Extension, (ii) the Extension is approved at the Meeting, and (iii) the Company’s initial Business Combination is consummated. The Non-Redeeming Shareholders will have registration rights with respect to such Assigned Shares and will enter into the same form of registration rights agreement entered into by the Sponsor upon the closing of the Business Combination.
In connection with the proposed BIG3 Business Combination, pursuant to the Sponsor Support Agreement, the Sponsor is permitted to transfer up to 500,000 Discretionary Founder Shares to third parties to incentivize non-redemptions or investments into the Company or otherwise to support the proposed business combination, provided that any Discretionary Founder Shares that are not so transferred will be forfeited by the Sponsor upon the closing of the BIG3 Business Combination. If the BIG3 Business Combination is consummated, the Assigned Shares will be transferred to the Non-Redeeming Shareholders from the allocation of Discretionary Founder Shares.
23
Business Combination Agreement
On June 12, 2026, the Company entered into the business combination agreement (the “Business Combination Agreement”) with BIG3 HoldCo LLC, a Delaware limited liability company (“BIG3”), Halfcourt Holdco, Inc., a Delaware corporation (“PubCo”), Halfcourt Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (“SPAC Merger Sub”), and Halfcourt Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of PubCo (“Company Merger Sub”). Pursuant to the Business Combination Agreement, and on the terms and subject to the conditions thereof, among other things, (a) on the day that is one day prior to the date of the SPAC Merger (as defined below), the Company will transfer, by way of continuation, out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation (the “Domestication”), and (b) at the closing, (i) SPAC Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Pubco (the “SPAC Merger”) and (ii) Company Merger Sub will merge with and into Big3, with Big3 continuing as the surviving entity and a wholly-owned subsidiary of Pubco (the “Company Merger”, and the Company Merger together with the SPAC Merger, the “Mergers”). The Mergers, collectively with the Domestication and all other transactions contemplated by the Business Combination Agreement, are referred to in this Quarterly Report as the “Business Combination”.
Concurrently with the execution of the Business Combination Agreement, the Company entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”) with the Sponsor, each of Graf’s independent directors (together with Sponsor, the “Insiders”), PubCo and BIG3, pursuant to which the Insiders agreed to, among other things, vote in favor of and otherwise support the Business Combination. In addition, pursuant to the Sponsor Support Agreement, the Sponsor will, effective as of immediately prior to the Domestication and conditioned upon the closing of the Business Combination, forfeit and surrender to the Company an aggregate of 2,750,000 Founder Shares held by the Sponsor. The Sponsor may, in its discretion, transfer to third parties up to an additional 500,000 Founder Shares held by the Sponsor to incentivize non-redemptions or investments into the Company or PubCo or otherwise to support the Business Combination (the “Discretionary Founder Shares”), provided that any portion of the Discretionary Founder Shares that are not so transferred shall be forfeited by the Sponsor and surrendered to the Company. In addition, pursuant to the Sponsor Support Agreement, 500,000 shares of Pubco Class A Common Stock to be held by the Sponsor as of the closing will be subject to vesting over a five-year period.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from November 17, 2021 (inception) through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, our search for, negotiation of, and efforts to consummate a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on cash and marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended June 30, 2026, we had a net loss of $507,053, which consists of interest income on cash held in the Trust Account of $2,132,285, offset by general and administrative expenses of $1,941,351 and non-redemption agreements expenses of $697,987.
For the six months ended June 30, 2026, we had a net income of $1,593,435, which consists of interest income on cash held in the Trust Account of $4,263,818, offset by general and administrative expenses of $1,972,396 and non-redemption agreements expenses of $697,987.
For the three months ended June 30, 2025, we had a net income of $2,296,567, which consists of interest income on cash held in the Trust Account of $2,489,888, offset by general and administrative expenses of $193,321.
For the six months ended June 30, 2025, we had a net income of $4,466,724, which consists of interest income on cash held in the Trust Account of $4,933,194, offset by general and administrative expenses of $466,470.
Liquidity, Capital Resources and Going Concern
On June 27, 2024, we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 6,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s Sponsor, generating gross proceeds of $6,000,000.
24
Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $230,000,000 was placed in the Trust Account. We incurred $14,455,519 of transaction expenses, consisting of $4,000,000 of cash underwriting fee, $9,800,000 of deferred underwriting fee (see additional discussion in Note 6), and $655,519 of other offering costs.
For the six months ended June 30, 2026, cash used in operating activities was $179,550. Net income of $1,593,435 was affected by interest earned on cash held in the Trust Account of $4,263,818 and non-redemption agreements expenses of $697,987. Changes in operating assets and liabilities provided $1,792,846 of cash for operating activities.
For the six months ended June 30, 2025, cash used in operating activities was $287,390. Net income of $4,466,724 was affected by interest earned on cash held in the Trust Account of $4,933,194. Changes in operating assets and liabilities provided $179,080 of cash for operating activities.
As of June 30, 2026, we had cash held in the Trust Account of $91,383,294 (including $19,873,170 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of June 30, 2026 and December 31, 2025, we had cash of $21,149 and $699, respectively, and working capital deficit of $3,140,421 and $1,168,025, respectively. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1.5 million of such working capital loans may be converted into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants.
In connection with our assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of June 30, 2026, we may need to raise additional capital through loans or additional investments from our Sponsor, stockholders, officers, directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.
Management plans to address this uncertainty through a Business Combination. If a Business Combination is not consummated by the end of the Combination Period, currently up to December 27, 2026, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the liquidity condition, the date of mandatory liquidation and subsequent dissolution raise substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should be required to liquidate after the Combination Period. We intend to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that we will be able to consummate any Business Combination by the end of the Combination Period.
25
Promissory Notes — Related Parties
On June 10, 2026, we entered into a convertible promissory note (the “Convertible Promissory Note”) with Harraden Circle Investments LLC (“Harraden”) and James Graf, pursuant to which we may borrow up to $200,000 (the “Loan”) from Harraden for working capital and general corporate purposes. During the three months ended March 31, 2026, we received $75,000 in working capital advances from a related party, which were subsequently incorporated into and replaced by a convertible promissory note entered into on June 10, 2026. The Loan includes $50,000 advanced by Harraden to us in March 2026, $75,000 advanced by Harraden to us in April 2026, and $75,000 drawn by us concurrently with the execution of the Convertible Promissory Note. As a result, the Loan has been fully drawn down and no amounts are available for further drawdowns. The Convertible Promissory Note replaced and superseded the promissory note among us, Harraden, and James Graf dated June 4, 2026.
The Loan may, at Harraden’s discretion, be converted into Class A Ordinary Shares at a conversion price equal to $10.00 per share (the “Conversion Shares”). In addition, pursuant to the Convertible Promissory Note, Harraden is entitled to receive one warrant (each a “Warrant”) to purchase one Class A Ordinary Shares (the “Issuance Warrants”) for each dollar funded under the Loan to be issued immediately prior to the closing of the initial Business Combination. The terms of the Warrants will be identical to those of the Private Placement Warrants that were issued to the Sponsor, including the transfer restrictions applicable to such Private Placement Warrants. In lieu of issuing the Conversion Shares and/or Issuance Warrants, the Sponsor may re-allocate securities among members of the Sponsor and Graf Global Management LLC to satisfy our obligations to issue Conversion Shares and Issuance Warrants under the Convertible Promissory Note.
The Loan is non-interest bearing, unsecured and is due at the earlier of (i) the consummation of the Business Combination or (ii) our liquidation. If we liquidates, the Loan will be repaid only from funds held outside of the Trust Account.
As of June 30, 2026, there was a total amount of $200,000 outstanding under the Convertible Promissory Note.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor $20,000 per month for office space, utilities and secretarial and administrative support services provided to members of the management team. We began incurring these fees on June 25, 2024 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation. For the three and six months ended June 30, 2026 and December 31, 2025, we incurred $60,000 and $120,000 in administrative support services fees, respectively, of which $240,000 and $120,000 is included in accrued expenses as of June 30, 2026 in the accompanying unaudited condensed balance sheets. For the three and six months ended June 30, 2025, we incurred and paid $60,000 and $120,000 in administrative support service fees, respectively.
The underwriters were entitled to an underwriting discount of $0.20 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units, or $4,000,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.40 per Unit on Units other than those sold pursuant to the underwriters’ option to purchase additional Units, and $0.60 per Unit on Units sold pursuant to the underwriters’ over-allotment option or $9,800,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
26
Critical Accounting Estimates and Standards
The preparation of the condensed financial statements and notes thereto included elsewhere in this Quarterly Report in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our condensed financial statements and notes thereto included elsewhere in this Quarterly Report could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. Using a valuation, the Company estimated the fair value of the Public Warrants as of the Initial Public Offering and Non-Redemption Agreements as of June 30, 2026. Other than estimating the value of the Public Warrants and Non-Redemption Agreements, we did not have any other critical accounting estimates as of June 30, 2026.
Warrant Instruments
We accounted for the Public and Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”, whereby under that provision, the warrants that do not meet the criteria for equity treatment must be recorded as liability. Accordingly, we evaluated and classified the warrant instruments under equity treatment at their assigned value. Such guidance provides that the warrants described above will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.
Non-Redemption Agreements
We evaluated the non-redemption agreements entered into in connection with shareholder redemption votes, under which certain public shareholders agreed not to redeem their shares in exchange for founder shares transferred by our Sponsor. Management accounts for these agreements in accordance with FASB ASC Topic 815, “Derivatives and Hedging”, whereby under that provision, the warrants that do not meet the criteria for equity treatment must be recorded as liability. Accordingly, we evaluated and classified the non-redemption agreements under equity treatment at their assigned value. Such guidance provides that the non-redemption agreements described above will not be precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.
Class A Ordinary Shares Subject to Possible Redemption
We account for our Ordinary Shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our Ordinary Shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our condensed balance sheets.
27
Net Income (Loss) per Ordinary Share
We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. We have two classes of shares, Class A Ordinary Shares and Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of shares. Net income per Ordinary Share is computed by dividing net income (loss) by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income (loss) per Ordinary Share as the redemption value approximates fair value.
Recent Accounting Standards
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024 - 03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the unaudited condensed financial statements on an interim and annual basis. ASU 2024 - 03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024 - 03.
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information otherwise required under this item.
28
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of June 30, 2026.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There have been no changes to our internal control over financial reporting during the quarterly period ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
29
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales
In November 2021, the Sponsor purchased an aggregate of 7,187,500 Class B Ordinary Shares in exchange for a capital contribution of $25,000 at an average purchase price of approximately $0.003 per share. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On February 8, 2024, the Sponsor surrendered 1,437,500 Class B Ordinary Shares for no consideration, resulting in our Sponsor holding 5,750,000 Class B Ordinary Shares.
The Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public Offering, purchased an aggregate of 6,000,000 Private Placement Warrants for an aggregate purchase price of $6,000,000 or $1.00 per warrant. Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 2,000,000 Private Placement Warrants. This purchase took place on a private placement basis simultaneously with the completion of our Initial Public Offering. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
On June 18, 2026, the Converting Shareholders irrevocably exercised their right to convert an aggregate of 5,749,999 Class B Ordinary Shares on a one-for-one basis into an aggregate of 5,749,999 Class A Ordinary Shares, pursuant to the terms of the Class B Ordinary Shares and the Company’s Amended and Restated Memorandum and Articles of Association. The Class A Ordinary Shares issued to the Converting Shareholders were issued in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act.
On August 10, 2026, the Company entered into the August Convertible Promissory Note (as defined below) with Harraden and James Graf, pursuant to which the Company may borrow up to $300,000 from Harraden for working capital and general corporate purposes. The August Loan is non-interest bearing, unsecured and is due at the earlier of the consummation of the Company’s initial business combination or the liquidation of the Company. If the Company liquidates, the August Loan will be repaid only from funds held outside of the Trust Account. The maturity date of the August Loan may be accelerated upon the occurrence of an Event of Default (as defined under the August Convertible Promissory Note). The August Loan may, at Harraden’s discretion, be converted into Conversion Shares. In addition, pursuant to the August Convertible Promissory Note, for each dollar funded under the August Loan as of immediately prior to the closing of the Company’s initial business combination, Harraden is entitled to receive (i) one Issuance Warrant and (ii) one Transferred Share. The terms of the Issuance Warrants will be identical to those of the Private Placement Warrants, including the transfer restrictions applicable to such Private Placement Warrants, however the Transferred Shares will not be subject to transfer restrictions. In lieu of issuing the Conversion Shares, Issuance Warrants, and/or Transferred Shares, the Sponsor may re-allocate securities among members of the Sponsor and Graf Global Management LLC to satisfy the Company’s obligations under the August Convertible Promissory Note. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid with respect to such sales.
30
Use of Proceeds
On June 25, 2024, our registration statement on Form S-1 (File No. 333-279889) was declared effective by the SEC for our Initial Public Offering in which we sold an aggregate of 23,000,000 Units at an offering price of $10.00 per Unit, including 3,000,000 Units as a result of the underwriters’ full exercise of its over-allotment option, generating gross proceeds of $230,000,000.
Transaction costs amounted to $14,455,519, consisting of $4,000,000 of cash underwriting fees, $9,800,000 of deferred underwriting fees payable upon the consummation of our initial Business Combination, and $655,519 of other offering costs.
Of the net proceeds from the Initial Public Offering and simultaneous private placement, $230,000,000 was deposited into the Trust Account, and $1,160,185 was available for working capital. There has been no material change in the planned use of proceeds from our Initial Public Offering as described in our final prospectus dated June 25, 2024, which was filed with the SEC.
As of June 30, 2026, after giving effect to our Initial Public Offering and our operations subsequent thereto, approximately $91,383,294 was held in the Trust Account, and we had approximately $21,149 of unrestricted cash available to us for our activities in connection with identifying and consummating an initial Business Combination, and for general corporate matters.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
Convertible Promissory Note
On August 10, 2026, the Company entered into a convertible promissory note with Harraden and James Graf (the “August Convertible Promissory Note”), pursuant to which the Company may borrow up to $300,000 (the “August Loan”) from Harraden for working capital and general corporate purposes. The August Loan may, at Harraden’s discretion, be converted into Conversion Shares. In addition, pursuant to the August Convertible Promissory Note, for each dollar funded under the August Loan as of immediately prior to the closing of the Company’s initial business combination, Harraden is entitled to receive (i) one Issuance Warrant and (ii) the transfer of one ordinary share held by the Sponsor (the “Transferred Shares”). The terms of the Issuance Warrants will be identical to those of the Private Placement Warrants, including the transfer restrictions applicable to such Private Placement Warrants, however the Transferred Shares will not be subject to transfer restrictions.
The August Loan is non-interest bearing, unsecured and is due at the earlier of the consummation of the Company’s initial business combination or the liquidation of the Company. If the Company liquidates, the August Loan will be repaid only from funds held outside of the Trust Account. The maturity date of the August Loan may be accelerated upon the occurrence of an Event of Default (as defined under the August Convertible Promissory Note).
In lieu of issuing the Conversion Shares, Issuance Warrants, and/or Transferred Shares, the Sponsor may re-allocate securities among members of the Sponsor and Graf Global Management LLC to satisfy the Company’s obligations under the August Convertible Promissory Note. The Company also agreed to register the resale of the Conversion Shares, Issuance Warrants, Transferred Shares, and the Class A Ordinary Shares underlying the Issuance Warrants.
10b5-1 Trading Arrangements.
During the quarter ended June 30, 2026, none of our directors or officers
31
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
No. | | Description of Exhibit |
2.1+# | ||
3.1 | ||
3.2 | ||
10.1+ | ||
10.2+ | ||
10.3 | ||
10.4+* | Convertible Promissory Note, dated August 10, 2026, and issued to Harraden Circle Investments, LLC. | |
31.1* |
| |
32.1** |
| |
101.INS* |
| XBRL Instance Document |
101.SCH* |
| XBRL Taxonomy Extension Schema Document |
101.CAL* |
| XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* |
| XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* |
| XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE* |
| XBRL Taxonomy Extension Presentation Linkbase Document |
*Filed herewith.
**This certification is furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
+Certain schedules and attachments to these documents have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted schedules upon request.
#Certain personally identifiable information has been omitted from this Exhibit pursuant to Item 601(a)(6) of Regulation S-K.
32
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GRAF GLOBAL CORP. | |
|
|
|
Date: August 14, 2026 | By: | /s/ James A. Graf |
| Name: | James A. Graf |
| Title: | Chief Executive Officer, Chief Financial Officer and Director |
|
| (Principal Executive Officer and Principal Financial and Accounting Officer) |
33