Graf Global Corp. filed a Current Report on Form 8-K with the SEC on October 22, 2026, to provide an update on a previously announced business combination. The registrant, a Cayman Islands exempted company, disclosed that it entered into a Business Combination Agreement on June 12, 2026, with BIG3 HoldCo LLC, a Delaware limited liability company. The agreement was executed by Graf, BIG3, and Halfcourt Holdco, Inc., a Delaware corporation formed to serve as the holding company for the combined entity.
The transaction structure involves Graf merging with BIG3 through a series of transactions. Graf will merge with Halfcourt Merger Sub Inc., a wholly-owned subsidiary of Halfcourt Holdco. Simultaneously, BIG3 will merge with Halfcourt Merger Sub LLC, another wholly-owned subsidiary of Halfcourt Holdco. Following these mergers, Graf will become a wholly-owned subsidiary of Halfcourt Holdco, which will subsequently merge into BIG3. The resulting entity will be named BIG3.
The filing includes an investor presentation dated October 2026, which provides an overview of the proposed combination. The presentation outlines Graf’s ticker symbol as “TONT” and notes that the combined company’s securities are expected to be listed on the NYSE American LLC. The document also includes financial information, specifically BIG3’s management’s budgeted revenue and expenses for 2026, based on unaudited actuals through August 2026 and forecasted expenses through December 2026.
In connection with the transaction, Graf, BIG3, and Halfcourt Holdco intend to file a registration statement on Form S-4 with the SEC. Once declared effective, Graf will mail a proxy statement to its shareholders to solicit votes regarding the business combination. The filing emphasizes that the documents filed with the SEC will contain important information about the transaction and related matters. Investors are urged to review these materials when they become available.
