{"url_path":"/sec/graf/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1897463/0001104659-26-062627-index.html","accession_number":"0001104659-26-062627","cik":"0001897463","ticker":"GRAF","issuer_name":"Graf Global Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1897463/0001104659-26-062627-index.html","primary_entity_key":"0001897463","primary_entity_name":"Graf Global Corp."},"word_count":415,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.\n\n*Unregistered Sales*\n\nIn 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.\n\nThe 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.\n\nNo underwriting discounts or commissions were paid with respect to such sales.\n\n*Use of Proceeds*\n\nOn 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.\n\nTransaction 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.\n\nOf 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.\n\n24\n\n[Table of Contents](#TOC)\n\nAs of March 31, 2026, after giving effect to our Initial Public Offering and our operations subsequent thereto, approximately $247,740,885 was held in the Trust Account, and we had approximately $928 of unrestricted cash available to us for our activities in connection with identifying and consummating an initial Business Combination, and for general corporate matters."}