Graf Global Corp.

Overview

Graf Global Corp. is a Cayman Islands exempted company formed as a blank-check special purpose acquisition company (SPAC) to complete one or more Business Combinations by merger, share exchange, asset acquisition, share purchase, reorganization or a similar transaction.

IPO and funding

• Registration effective: June 25, 2024; IPO closed June 27, 2024.
• Units offered at $10.00 per Unit: 23,000,000 Units sold (including full exercise of the underwriters’ 3,000,000 over-allotment option).
• Gross proceeds from Units: $230,000,000.
• Private Placement Warrants: 6,000,000 sold for $6,000,000 gross.
• Sponsor: Graf Global Sponsor LLC. Cantor Fitzgerald & Co. served as the underwriters’ representative.

Capital structure

• Public Shares (Class A Ordinary Shares) outstanding: 23,000,000.
• Founder Shares (Class B Ordinary Shares) initially issued: 7,187,500; 1,437,500 surrendered prior to or at IPO, leaving 5,750,000 Founder Shares outstanding. Sponsor holds 5,660,000 Founder Shares and three independent directors hold 90,000 Founder Shares.
• Public Warrants outstanding: 11,500,000 (included in the Units). Private Placement Warrants outstanding: 6,000,000.
• Total warrants outstanding: 17,500,000.

Trust account and liquidity

• Trust Account funded with $230,000,000 from the sale of Units and Private Placement Warrants.
• Trust funds are invested in U.S. government treasury securities with maturities of 185 days or less or in money market funds meeting Rule 2a-7 criteria.
• Trust Account funds are available for redemption of Public Shares or to consummate a Business Combination; interest earned on Trust may be used under specified conditions.
• As of December 31, 2025, approximately $699,000 was available outside the Trust Account for working capital.
• Administrative services and office-space arrangements may provide up to $20,000 per month until a Business Combination is completed or the company is liquidated.

Management, employees, and facilities

• Management: One executive officer, James A. Graf, serving as CEO and CFO. The company does not intend to hire full-time employees prior to completing a Business Combination.
• Officers, directors and the sponsor may be involved in other entities; related-party interests and potential conflicts are disclosed in the filing.
• Office address: 1790 Hughes Landing Blvd., Suite 400, The Woodlands, Texas 77380.
• Office and administrative services are provided by an affiliate of the Sponsor for a monthly fee up to $20,000. Administrative support fees were $240,000 for the year ended December 31, 2025 and $124,000 for the year ended December 31, 2024. Accrued administrative support fees as of December 31, 2025 were $120,000.

Financial summary

• Revenue: Nil. The company has not generated operating revenues to date.
• Income: Nil.

Business model and timeline

• The company has a 24-month period from the IPO closing to complete a Business Combination (approximately until June 2026, unless extended or the company is liquidated earlier).
• Public shareholders may redeem their Public Shares for a pro rata cash amount from the Trust Account at the time of a Business Combination, subject to the charter and tender materials.
• The post-transaction entity is expected to own 100% of the target(s) in most cases; structures with less than 100% ownership are possible so long as they do not cause the SPAC to be treated as an investment company and generally maintain at least 50% ownership in the target post-transaction.
• If a vote is used to approve a Business Combination (rather than a tender offer), public holders may be restricted from redeeming more than 15% of the shares sold in the IPO without consent.
• Certain charter and trust provisions may be amended by special resolutions; initial shareholders retain a substantial voting position and have agreed to protections and limitations through insider agreements.

Regulatory and listing status

• Listed on NYSE American for Units, Class A Ordinary Shares, and Public Warrants.
• The company is an "emerging growth company" and a "smaller reporting company" under SEC rules, with related reporting exemptions.
• The filing identifies potential regulatory considerations (for example, CFIUS) and notes that the post-transaction company may be located outside the United States depending on the Business Combination.

Other notes

• The SPAC was formed without current operations or revenue and will use proceeds held in the Trust Account to fund a future Business Combination.
• Warrants will expire in the event of liquidation, and holder rights related to the Trust Account are governed by the charter and redemption/dissolution provisions.
• The 1% U.S. federal excise tax on stock buybacks could apply in the future if the company becomes a “covered corporation”; as of the filing date, Graf Global Corp. is not a “covered corporation.”