{"url_path":"/sec/graf/8-k/2026-06-12/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Material Definitive","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1897463/0001104659-26-073527-index.html","accession_number":"0001104659-26-073527","cik":"0001897463","ticker":"GRAF","issuer_name":"Graf Global Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1897463/0001104659-26-073527-index.html","primary_entity_key":"0001897463","primary_entity_name":"Graf Global Corp."},"word_count":7009,"has_tables":true,"body_markdown":"**Item 1.01 Entry Into a Material Definitive\nAgreement.**\n\n \n\n**Business Combination Agreement**\n\n \n\nAs previously disclosed, on\nJune 12, 2026, Graf, Big3, Pubco, and the Merger Subs entered into the Business Combination Agreement.\n\n \n\n**General Description of the Business Combination\nAgreement**\n\n \n\nPursuant to the Business Combination\nAgreement, 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\nof the SPAC Merger (as defined below), Graf will transfer, by way of continuation, out of the Cayman Islands and into the State of Delaware\nso as to re-domicile as and become a Delaware corporation (the “**Domestication**”), and (b) at the Closing (as defined\nbelow), (i) SPAC Merger Sub will merge with and into Graf, with Graf continuing as the surviving entity and a wholly-owned subsidiary\nof Pubco (the “**SPAC Merger**”, and the time of the SPAC Merger, the “**SPAC Merger Effective Time**”)\nand (ii) Company Merger Sub will merge with and into Big3, with Big3 continuing as the surviving entity and a wholly-owned subsidiary\nof Pubco (the “**Company Merger**”, and the time of the Company Merger, the “**Company Merger Effective Time**”,\nand the Company Merger together with the SPAC Merger, the “**Mergers**”). The Mergers, collectively with the Domestication\nand all other transactions contemplated by the Business Combination Agreement, are referred to in this Report as the “**Business\nCombination**”.\n\n \n\nBig3 is in the sports entertainment\nbusiness and operates a professional three-on-three basketball league. Big3 has generated revenue through its existing operations, including\nrevenue from team sales, sponsorships, advertising, event ticket sales and merchandise sales.\n\n \n\nThe Business Combination Agreement\nand the Business Combination were unanimously approved by the board of directors of Graf and the board of managers of Big3 and were approved\nby the requisite equityholders of Big3. The closing of the Business Combination (the “**Closing**”) is anticipated to occur\nin the fourth quarter of 2026, subject to the receipt of the required approvals by Graf’s shareholders, Big3’s noteholders\nand the satisfaction of other customary closing conditions.\n\n \n\n**Consideration**\n\n** **\n\nThe aggregate consideration\nto be paid or payable to holders of the equity securities of Big3 and securities convertible into equity securities of Big3 as of the\nCompany Merger Effective Time pursuant to the Company Merger will consist of a number of newly issued shares of Pubco Common Stock equal\nto (x) the result of (i) $290,000,000 plus (ii) Big3’s Cash Position at the Company Merger Effective Time, divided by (y) the Per\nShare Price (the “**Merger Consideration**”). Also, at the Closing, Pubco shall cause the holders of Big3 membership interests\nimmediately prior to the Closing to be issued an aggregate of an additional 2,000,000 shares of Pubco Class A Common Stock, which shall\nbe unvested and subject to forfeiture as described below (the “**Earnout Shares**”). \n\n \n\n \n\n \n\n \n\nImmediately prior to the Domestication,\nthe following will occur: (i) Graf will cause to be redeemed all SPAC Class A Ordinary Shares validly submitted for redemption (the “**Redemption**”),\n(ii) to the extent any SPAC Public Units remain outstanding and unseparated, the SPAC Class A Ordinary Shares and SPAC Public Warrants\ncomprising each such issued and outstanding SPAC Public Unit will be automatically separated (the “**Unit Separation**”)\nand the holder of each SPAC Public Unit will be deemed to hold one (1) SPAC Class A Ordinary Share and one-half (1/2) of one SPAC Public\nWarrant, and (iii) pursuant to the Sponsor Support Agreement and SPAC Organizational Documents (as applicable), the Sponsor will surrender\nthe Sponsor Forfeited Shares and the SPAC Class B Share Conversion will occur (each as described in more detail below).\n\n \n\nAt the SPAC Merger Effective\nTime, by virtue of the SPAC Merger and without any action on the part of any Party or the holders of securities of Graf or Big3:\n\n \n\na)*Graf common stock.*Each issued and outstanding share\nof Graf’s common stock, par value $0.0001 per share (after giving effect to the Redemption, Unit Separation, forfeiture of Sponsor\nForfeited Shares, SPAC Class B Share Conversion, and Domestication and excluding any treasury stock) (the “**Graf Common Stock**”)\nwill be converted automatically into and thereafter represent the right to receive one share of Pubco Class A Common Stock, following\nwhich, all shares of Graf Common Stock will cease to be outstanding and will automatically be cancelled and cease to exist;\n\n \n\nb)*Graf Warrants*. Each issued and outstanding Graf warrant that was issued in Graf’s initial\npublic offering (after giving effect to the Domestication) (the “**Graf Public Warrants**”) will be converted into one\nwarrant entitling the holder thereof to purchase one share of Pubco Class A Common Stock at a price of $11.50 per share (the “**Pubco\nPublic Warrants**”) and each issued and outstanding Graf warrant that was issued in a private placement concurrent with Graf’s\ninitial public offering or upon the conversion of up to $1,000,000 of working capital loans (collectively, the “**Graf Private\nWarrants**” and together with the Graf Public Warrants, the “**Graf Warrants**”) will be converted into one warrant\nentitling the holder thereof to purchase one share of Pubco Class A Common Stock at a price of $11.50 per share (the “**Pubco Private\nWarrants**” and together with the Pubco Public Warrants, the “**Pubco Warrants**”). At the SPAC Merger Effective\nTime, the Graf Warrants will cease to be outstanding and will automatically be cancelled and retired and cease to exist;\n\n \n\nAt the Company Merger Effective\nTime, by virtue of the Company Merger and without any action on the part of any party or the holders of securities of Graf or Big3:\n\n \n\na)*Big3 Interests*. Each issued and outstanding membership\ninterest of Big3 (the “**Big3 Interests**”) immediately prior to the Company Merger Effective Time will be cancelled and\ncease to exist in exchange for the right to receive the Merger Consideration. As of the Company Merger Effective Time, each holder of\nBig3 Interests will cease to have any other rights with respect to the Big3 Interests;\n\n \n\n(i)holders of Big3’s equity securities and securities convertible into equity securities of Big3 (the\n“**Sellers**”) (other than the High Vote Sellers (as defined below)) holding the Class A Units, Class B Units and Preferred\nUnits will receive their respective Percentage Merger Consideration in the form of Pubco Class A common stock, par value $0.0001 per share\n(“**Pubco Class A Common Stock**”); and\n\n \n\n(ii)Jeffrey Kwatinetz and O’Shea Jackson Sr. (or any of their Affiliates) and BigFourH Holdings LLC,\nin each case, insofar as such person is a Seller as of immediately prior to the Company Merger Effective Time (the “**High Vote\nSellers**”) holding the Class A Units, Class B Units and Preferred Units will receive their respective Percentage Merger Consideration\nin the form of Class B common stock, par value $0.0001 per share, of Pubco, which will have ten votes per share (the “**Pubco Class\nB Common Stock**”), compared to only one vote per share entitled to holders of the Pubco Class A Common Stock.\n\n \n\nb)*Big3 Warrants.*Each warrant to purchase any equity interest\nin Big3 (the “**Big3 Warrants**”) that is outstanding immediately prior to the Company Merger Effective Time will be converted\ninto and become a warrant exercisable for Pubco Class A Common Stock, and Pubco will assume each Big3 Warrant, in accordance with the\nterms of the Big3 Warrant, except that from and after the Company Merger Effective Time, (a) each Big3 Warrant assumed by Pubco may be\nexercised solely for shares of Pubco Class A Common Stock constituting Merger Consideration, and (b) the number of shares of Pubco Class\nA Common Stock constituting Merger Consideration subject to such converted Big3 Warrant and the per share exercise price under each such\nconverted Big3 Warrant will be as set forth in the Business Combination Agreement; and\n\n \n\n \n\n \n\n \n\nc)*Big3 Convertible Securities.*Any outstanding options,\nwarrants or rights (other than any Big3 Interest) to subscribe for or purchase any equity securities of Big3 or securities or notes convertible\ninto or exchangeable for, or that otherwise confer on the holder any right to acquire any equity securities of any Target Company (“**Big3\nConvertible Security**”) (excluding (x) Big3 Warrants that are converted into warrants exercisable for Pubco Class A Common Stock\nand (y) Preferred Units that are converted into Merger Consideration), if not exercised or converted prior to the Company Merger Effective\nTime, will be cancelled, retired and terminated and cease to represent a right to acquire, be exchanged for or convert into Big3 Interests\nor any other securities.\n\n \n\n*Earnout Shares.*  In addition to the Merger Consideration,\nthe holders of Big3 Interests immediately prior to the Closing will receive their applicable portion of the Earnout Shares, rounded down\nto the nearest whole number. The Earnout Shares will vest upon the first to be satisfied of the following conditions: (i) if, at any time\nduring the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing (the “**Earnout\nPeriod**”), the closing price of the Pubco Class A Common Stock as reported on the Stock Exchange is greater than or equal to\n$15.00 (the “**Earnout Price**”) for a period of at least 20 days (which need not be consecutive) out of 30 consecutive\ntrading days, all of the Earnout Shares shall immediately vest; and (ii) in the event that there is a Sale of Pubco during the Earnout\nPeriod, and the holders of Pubco Common Stock receive a Sale Price that is greater than or equal to the Earnout Price, all of the Earnout\nShares will immediately vest. Further, in the event that there is a Sale of Pubco during the Earnout Period, and immediately prior to\n(but subject to) the consummation of the Sale, the holders of Pubco Common Stock receive a Sale Price that is less than the Earnout Price,\n(x) if such Sale Price is payable in cash or in the form of privately held securities or other consideration other than publicly tradable\nsecurities, then all of the Earnout Shares will be deemed forfeited and cancelled for no consideration or (ii) if such price is payable\nin the form of publicly tradable securities, then Pubco will cause the acquiror in such Sale to provide for the conversion of all of the\nEarnout Shares into the kind and amount of such publicly tradable securities receivable upon such Sale of Pubco that the holders of Pubco\nCommon Stock receive in such Sale and will provide that the Earnout Shares, as so converted, will remain subject to vesting, with an appropriate\nadjustment to the Earnout Price to provide the same economic effect as contemplated by the earnout.\n\n  \n\nFor so long as any Earnout Share remains subject\nto vesting, the holder thereof will not be entitled to exercise the voting rights carried by such Earnout Share and will not be entitled\nto receive any dividends or other distributions in respect of such Earnout Share.\n\n \n\n**Representations and Warranties**\n\n \n\nThe Business Combination Agreement\ncontains representations and warranties customary for similar transactions, made by the parties as of the date of the Business Combination\nAgreement or other specified dates, solely for the benefit of certain of the parties to the Business Combination Agreement, and in certain\ncases are subject to specified exceptions and qualifications, such as materiality, the absence of a Material Adverse Effect (as defined\nbelow), knowledge and other exceptions and qualifications contained in the Business Combination Agreement or in information provided pursuant\nto certain disclosure schedules to the Business Combination Agreement.\n\n \n\nAs used in the Business Combination\nAgreement, “Material Adverse Effect” means, with respect to any specified Person, any fact, event, occurrence, change or effect\nthat has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect upon (a) the business,\nassets, Liabilities, results of operations, prospects or condition (financial or otherwise) of such Person and its Subsidiaries, taken\nas a whole, or (b) the ability of such Person or any of its Subsidiaries on a timely basis to consummate the transactions contemplated\nby the Business Combination Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder\nor thereunder, in each case subject to certain customary exceptions.\n\n \n\n \n\n \n\n \n\n**No Survival**\n\n \n\nThe representations and warranties\nof the parties contained in the Business Combination Agreement will not survive the closing of the Transactions and there are no indemnification\nrights for another party’s breach. The covenants and agreements of the parties contained in the Business Combination Agreement do\nnot survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will\nsurvive until fully performed.\n\n \n\n**Covenants**\n\n \n\nEach party to the Business\nCombination Agreement has agreed to use its commercially reasonable efforts to consummate the Business Combination. The Business Combination\nAgreement also contains certain customary covenants by each of the parties that apply during the period between the signing of the Business\nCombination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement (the “**Interim Period**”),\nincluding (i) the provision of access to the applicable party’s properties, books and personnel; (ii) the operation of the parties’\nrespective businesses in the ordinary course of business; (iii) Graf's public filings; (iv) no insider trading; (v) notifications to the\nother parties of certain breaches, consent requirements and other matters; (vi) obtaining third party and regulatory approvals; (vii)\ntax matters; (viii) further assurances; (ix) public announcements; (x) confidentiality; and other covenants. The Business Combination\nAgreement also contains certain customary post-Closing covenants, including in regard to (1) tax matters; (2) the maintenance of books\nand records; (3) the indemnification of directors and officers; (4) the use of proceeds from Graf's trust account (the “**Trust\nAccount**”); (5) the assignment and assumption of the Underwriting Agreement, (6) the adoption of a post-closing equity incentive\nplan; and (7) the entry into a sponsor indemnification agreement; and other covenants. Additionally, each of Graf and Big3 will not solicit\nor enter into a competing alternative transaction, in accordance with customary terms and provisions set forth in the Business Combination\nAgreement.\n\n \n\nGraf will not change, withdraw,\nwithhold, qualify or modify its recommendation to its shareholders for approval of the Business Combination Agreement and the Business\nCombination (a “**Change in Recommendation**”); provided, however, that if at any time prior to (but not after) obtaining\nthe approval of the Graf shareholders, the Graf board determines in good faith, in response to an “Intervening Event” (including\nany material event or development following the date of the Business Combination Agreement that was not known by or reasonably foreseeable\nto, or the consequences or magnitude of which were not reasonably foreseeable to, the board of directors of Graf as of the date of the\nBusiness Combination Agreement, except for changes relating to the Business Combination, changes in the price or trading volume of Class\nA ordinary shares, par value $0.0001 per share, of Graf (the “**Graf Class A Ordinary Shares**”), certain changes specified\nin the definition of Material Adverse Effect and certain other changes) after consultation with its outside legal counsel, that the failure\nto make a Change in Recommendation would be a breach of its fiduciary duties under applicable law, then the board may make a Change in\nRecommendation provided that Graf delivers, pursuant to procedures set forth in the Business Combination Agreement, written notice advising\nBig3 that the Graf board proposes to take such action and containing the material facts underlying the board’s determination. If\nrequested by Big3, Graf will use its reasonable best efforts to engage in good faith negotiations with Big3 to make adjustments in the\nterms and conditions of the Business Combination Agreement that obviate the need for a Change in Recommendation.\n\n \n\nBig3 and Pubco agreed to deliver\nto Graf financial statements audited by a PCAOB-qualified auditor in accordance with PCAOB auditing standards for Big3’s fiscal\nyears ended December 31, 2024 and December 31, 2025, and for Pubco, as of a date to be determined, accompanied by an unqualified opinion\nof the auditor thereon, as soon as practicable after the date of the Business Combination Agreement but no later than 60 days from the\ndate of the Business Combination Agreement. In addition, Big3 agreed to deliver to Graf unaudited quarterly financial information through\nthe Closing Date.\n\n \n\n \n\n \n\n \n\nGraf, Big3 and Pubco will,\nas promptly as practicable after the date of the Business Combination Agreement, prepare, and Pubco and Big3 will file, with the SEC,\na registration statement on Form S-4 (as amended, the “**Registration Statement**”) in connection with the registration\nunder the Securities Act of 1933, as amended (the “**Securities Act**”), of the securities of Pubco to be issued pursuant\nto the Business Combination, and containing a proxy statement/prospectus for the solicitation of proxies from Graf shareholders to approve\nthe Business Combination Agreement, the Business Combination and related matters at an extraordinary general meeting of Graf's shareholders,\nand providing Graf's public shareholders with an opportunity to request Redemption of their public shares in connection with the Transactions,\nas required by Graf's amended and restated memorandum and articles of association and Graf's initial public offering prospectus.\n\n \n\nThe parties will take all\naction necessary so that, effective at the Closing, the post-Closing board of directors of Pubco (the “**Post-Closing Pubco Board**”)\nwill consist of up to seven individuals, with one director designated by Graf, who will be an independent director in accordance with\nthe requirements of the Nasdaq Stock Market, New York Stock Exchange, NYSE American or another national securities exchange mutually determined\nby Graf and Big3 prior to the Closing (the “**Stock Exchange**”), and up to six directors will be designated by Big3. The\nparties will also take all action necessary so that the individuals serving as the chief executive officer and chief financial officer,\nrespectively, of Pubco immediately after the Closing will be the same individuals (in the same office) as that of Big3 immediately prior\nto the Closing (unless, at its sole discretion, Big3 desires to appoint another qualified person to either such role, in which case, such\nother person(s) identified by Big3 will serve in such role or roles).\n\n \n\nDuring the Interim Period,\nGraf will use its reasonable best efforts to enter into financing agreements with accredited investors for one or more transaction financings\nby Pubco, on such terms and structuring, and using such strategy, placement agents and approach, as Graf and Big3 reasonably agree (the\n“**Transaction Financing**”). Each of Pubco, Graf and Big3 will use its reasonable best efforts to consummate such transaction\nfinancings on or prior to the Closing. These financings may be structured as one, or a combination of, common equity, preferred equity,\nconvertible equity or debt, non-redemption or backstop arrangements with respect to Graf's Trust Account, a committed equity facility,\ndebt facility and/or other sources of cash or cash equivalents, in each case, whether such investment is into Graf, Big3 or Pubco.\n\n \n\n**Closing Conditions**\n\n \n\nUnder the Business Combination\nAgreement, unless waived by Graf or Big3, the obligations of the parties to consummate the Business Combination are subject to a number\nof conditions customary in transactions undertaken by special purpose acquisition companies, including, among others: (i) the receipt\nof the approval of Graf's shareholders of the Business Combination Agreement and the transactions contemplated thereby; (ii) the expiration\nor termination of any applicable waiting periods under antitrust laws, the receipt of all required government and certain third-party\nconsents, and the consummation of the Business Combination not being prohibited by applicable law; (iii) the effectiveness of the Registration\nStatement; (iv) the consummation of the Domestication; and (v) the shares of Pubco Class A Common Stock having been approved for listing\non the Stock Exchange, subject only to official notice of issuance.\n\n \n\nUnless waived by Graf, the\nobligations of Graf to consummate the Business Combination are also subject to the satisfaction of the following closing conditions, in\naddition to customary closing certificates and other closing deliveries: (i) the representations and warranties of Big3, Pubco, and the\nMerger Subs (the “**Company Parties**”) being true and correct, subject where applicable to materiality standards contained\nin the Business Combination Agreement; (ii) performance of the obligations of the Company Parties and compliance by the Company Parties\nwith their respective pre-closing covenants, including in connection with the Seller Written Consent (as defined in the Business Combination\nAgreement), subject where applicable to materiality standards contained in the Business Combination Agreement; (iii) no occurrence of\na Material Adverse Effect with respect to Big3 since the date of the Business Combination Agreement; (iv) the receipt of the approval\nof each holder of certain convertible promissory notes for the conversion of such notes into membership interest in Big3; (v) certain\nspecified ancillary documents, including employment agreements between Pubco and each of Jeffrey Kwatinetz, O'Shea Jackson, Sr. and Sean\nBannon, being in full force and effect; (vi) the appointment of the Post-Closing Pubco Board and the directors and officers insurance\ncoverage having been obtained; (vii) Pubco’s amending and restating of its certificate of incorporation and its adoption of an incentive\nplan, in each case, in a form compliant with the requirements of the Business Combination Agreement; and (viii) Big3’s repayment\nof its indebtedness and release of related liens.\n\n \n\n \n\n \n\n \n\nUnless waived by Big3, the\nobligations of the Company Parties to consummate the Business Combination are also subject to the satisfaction of the following closing\nconditions, in addition to customary closing certificates and other closing deliveries: (i) the representations and warranties of Graf\nbeing true and correct, subject where applicable to materiality standards contained in the Business Combination Agreement; (ii) performance\nof the obligations of Graf and compliance by Graf with its pre-closing covenants, subject where applicable to materiality standards contained\nin the Business Combination Agreement; (iii) a sponsor support agreement, in the form required by the Business Combination Agreement,\nbeing in full force and effect; (iv) certain other specified ancillary documents being in full force and effect; and (v) at least $50,000,000\n(a) available for release to Graf or Pubco from Graf’s Trust Account in connection with the Business Combination after giving effect\nto the Redemption, plus (b) the aggregate cash proceeds received by Graf or Pubco in respect any Transaction Financing, minus (c) unpaid\nexpenses of Graf and Big3.\n\n \n\n**Termination**\n\n \n\nThe Business Combination Agreement\ncontains certain termination rights, including, among others, the following: (i) upon the mutual written consent of Graf and Big3; (ii)\nby either Graf or Big3 if the closing conditions pursuant to the Business Combination Agreement have not been satisfied or waived by the\nearlier of December 27, 2026 and the last date for Graf to complete a business combination pursuant to its Organizational Documents (provided\nthat the party seeking to terminate was not the cause of the failure to complete the conditions by that date); (iii) by Graf or Big3 if\na governmental authority issues an order or takes any other action permanently restraining, enjoining or otherwise prohibiting the Business\nCombination (provided that the right to terminate is not available to a party if the failure by such party or its affiliates to comply\nwith any provision of the Business Combination Agreement is a substantial cause of, or substantially resulted in, such action); (iv) by\nBig3 in connection with a breach of a representation, warranty, covenant or other agreement by Graf, if the breach would result in the\nfailure of the related condition to Closing and the breach or inaccuracy is incapable of being cured or is not cured in accordance with\nthe terms of the Business Combination Agreement; (v) by Graf in connection with a breach of a representation, warranty, covenant or other\nagreement by Big3, if the breach would result in the failure of the related condition to Closing and the breach or inaccuracy is incapable\nof being cured or is not cured in accordance with the terms of the Business Combination Agreement; (vi) by Graf if there has been a Material\nAdverse Effect on Big3 or its direct or indirect subsidiaries following the date of the Business Combination Agreement which is uncured\nand continuing; (vii) by either Graf or Big3 if the Graf shareholder meeting is held and the Graf shareholder approval is not received;\nand (viii) by Graf if Big3 has not delivered its required audited financial statements to Graf within 60 days from the date of the Business\nCombination Agreement.\n\n \n\nIf the Business Combination\nAgreement is terminated in accordance with the terms of the Business Combination Agreement, all further obligations of the parties under\nthe Business Combination Agreement (except for certain obligations related to public announcements, confidentiality, fees and expenses,\nthe trust fund waiver, the effect of termination, and customary miscellaneous provisions) will terminate and no party to the Business\nCombination Agreement will have any further liability to any other party thereto except for liability for fraud or for willful breach\nof the Business Combination Agreement prior to termination.\n\n \n\n**Trust Account Waiver**\n\n \n\nBig3 has agreed that it and\nits affiliates will not have any right, title, interest or claim of any kind in or to any monies in Graf’s Trust Account held for\nits public shareholders, and has agreed not to, and has waived any right to, make any claim against the Trust Account (including any distributions\ntherefrom).\n\n \n\n**Governing Law**\n\n \n\nThe Business Combination Agreement\nis governed by New York law; provided, however, that any matters that are required to be governed by the laws of the Cayman Islands (including,\nwithout limitation, fiduciary duties that may apply to directors and officers, as applicable) will be governed by the laws of the Cayman\nIslands. The parties are subject to the exclusive jurisdiction of federal and state courts located in New York County, State of New York\n(and any appellate courts thereof).\n\n \n\n \n\n \n\n \n\n*A\ncopy of the Business Combination Agreement is attached as Exhibit 2.1 hereto and is incorporated herein by reference.* *The\nforegoing description of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified\nin its entirety by reference to the full text of the Business Combination Agreement filed with this Current Report on Form 8-K/A. The\nBusiness Combination Agreement is included to provide security holders with information regarding its terms. It is not intended to provide\nany other factual information about Graf, Big3, Pubco, or the Merger Subs. In particular, the assertions embodied in representations and\nwarranties by Graf, Big3, Pubco, and the Merger Subs contained in the Business Combination Agreement are subject to important qualifications\nand limitations agreed to by the parties in connection with negotiating such agreement, including being qualified by confidential information\nin the disclosure schedules provided by the parties in connection with the execution of the Business Combination Agreement, and are subject\nto standards of materiality applicable to the contracting parties that may differ from those applicable to security holders. The confidential\ndisclosures contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the\nBusiness Combination Agreement. Moreover, certain representations and warranties in the Business Combination Agreement were used for the\npurpose of allocating risk between the parties, rather than establishing matters as facts. Accordingly, security holders should not rely\non the representations and warranties in the Business Combination Agreement as characterizations of the actual state of facts about Graf,\nBig3, Pubco, and the Merger Subs. Moreover, information concerning the subject matter of the representations and warranties may change\nafter the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in Graf’s public\ndisclosures.*\n\n \n\n**Related Agreements**\n\n \n\n**Sponsor Support Agreement**\n\n \n\nConcurrently with the execution\nof the Business Combination Agreement, Graf entered into the Sponsor Support Agreement (the “**Sponsor Support Agreement**”)\nwith Graf Global Sponsor LLC, a Delaware limited liability company (the “**Sponsor**”), each of Graf’s independent\ndirectors (together with Sponsor, the “**Insiders**”), Pubco and Big3, pursuant to which the Sponsor agreed to, among other\nthings, vote in favor of the SPAC Shareholder Approval Matters and otherwise support the Business Combination.\n\n \n\nIn addition, the Sponsor Support\nAgreement prohibits each Insider from, among other things, selling, assigning or transferring any Graf Ordinary Shares or Graf Public\nWarrants held by such Insider except to certain permitted transferees, until the earliest of (a) the date of the Closing, (b) such date\nand time as the Business Combination Agreement is terminated in accordance with its terms; (c) the liquidation of Graf; (d) the written\nagreement of each of the terminating Insider(s), Graf, Pubco and Big3 with respect to terminating the rights and obligations under the\nSponsor Support Agreement of a specific Insider or a subset of Insiders; and (e) the written agreement of all Insiders, Graf, Pubco and\nBig3 to terminate the Sponsor Support Agreement in its entirety. Pursuant to the Sponsor Support Agreement, each Insider unconditionally\nand irrevocably agreed not to submit any Graf Class A Ordinary Shares owned by it for redemption in connection with the Transactions or\nan Extension.\n\n \n\nIn addition, pursuant to the\nSponsor Support Agreement, the Sponsor will, effective as of immediately prior to the Domestication and conditioned upon the Closing,\nforfeit and surrender to Graf an aggregate of 2,750,000 Graf Class B ordinary shares held by the Sponsor. The Sponsor may, in its discretion,\ntransfer to third parties up to an additional 500,000 Graf Class B ordinary shares held by the Sponsor to incentivize non-redemptions\nor investments into Graf or Pubco or otherwise to support the Transactions (the “**Discretionary Founder Shares**”), provided\nthat any portion of the Discretionary Founder Shares that are not so transferred shall be forfeited by the Sponsor and surrendered to\nGraf.\n\n \n\nIn addition, pursuant to the\nSponsor Support Agreement, 500,000 shares of Pubco Class A Common Stock to be held by the Sponsor as of the Closing (the “**Sponsor\nEarnout Shares**”) will be subject to vesting and will vest upon the first to be satisfied of any of the following conditions:\n\n \n\n(a) in the event\nthat the sum of (x) the funds contained in the Trust Account as of immediately prior to the SPAC Merger Effective Time, *plus* (y)\nthe aggregate cash proceeds received by Graf or Pubco in respect of any Transaction Financing, *minus* (z) the aggregate amount of\ncash proceeds that will be required to satisfy the Redemption (and, for the avoidance of doubt, before the payment of any expenses of\nGraf or Big3) equals or exceeds $200,000,000, all of the Sponsor Earnout Shares will immediately vest;\n\n \n\n(b) if, at any time\nduring the Earnout Period the closing price of the Pubco Class A Common Stock as reported on the Stock Exchange is greater than or equal\nthe Earnout Price for a period of at least 20 days (which need not be consecutive) out of 30 consecutive trading days, all of the Sponsor\nEarnout Shares will immediately vest; and\n\n \n\n \n\n \n\n \n\n(c) in the event\nthat there is a Sale of Pubco during the Earnout Period, and the holders of Pubco Common Stock receive a Sale Price that is greater than\nor equal to the Earnout Price, all of the Sponsor Earnout Shares will immediately vest.\n\n \n\nFurther, in the event that\nthere is a Sale of Pubco during the Earnout Period, and immediately prior to (but subject to) the consummation of the Sale, the holders\nof Pubco Common Stock receive a Sale Price that is less than the Earnout Price, (x) if such Sale Price is payable in cash or in the form\nof privately held securities or other consideration other than publicly tradable securities, then all of the Sponsor Earnout Shares will\nbe deemed forfeited and cancelled for no consideration or (ii) if such price is payable in the form of publicly tradable securities, then\nPubco will cause the acquiror in such Sale to provide for the conversion of all of the Sponsor Earnout Shares into the kind and amount\nof such publicly tradable securities receivable upon such Sale of Pubco that the holders of Pubco Common Stock receive in such Sale and\nwill provide that the Sponsor Earnout Shares, as so converted, will remain subject to vesting, with an appropriate adjustment to the Earnout\nPrice to provide the same economic effect as contemplated by the earnout.\n\n \n\nFor so long as any Sponsor\nEarnout Share remains subject to vesting, the holder thereof will not be entitled to exercise the voting rights carried by such Sponsor\nEarnout Share and will not be entitled to receive any dividends or other distributions in respect of such Sponsor Earnout Share.\n\n \n\n*The foregoing description\nof the Sponsor Support Agreement is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of\nwhich is included as Exhibit 10.1 to this Current Report on Form 8-K/A, and incorporated herein by reference.*\n\n \n\n**Lock-Up Agreements**\n\n \n\nConcurrently with the Closing,\neach Seller, the Sponsor, Cantor Fitzgerald & Co., the underwriter of Graf’s initial public offering (the “**IPO Underwriter**”),\nand each director of Graf will enter into a lock-up agreement (the “**Lock-Up Agreement**”), pursuant to which such person\nwill agree not to (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract\nto purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose\nof, directly or indirectly, any shares of Pubco Common Stock to be received by such person in the Business Combination, (ii) enter into\nany swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares\nof Pubco Common Stock, or (iii) publicly disclose the intention to do any of the foregoing, for a period commencing from the Closing and\nending on the date that is 6 months after the Closing, subject to certain customary transfer exceptions.\n\n \n\n*The foregoing description\nof the Lock-Up Agreement is qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which\nis included as Exhibit 10.2 to this Current Report on Form 8-K/A, and incorporated herein by reference.*\n\n \n\n**Registration Rights Agreement**\n\n \n\nConcurrently with the Closing,\nPubco, the Sponsor, the IPO Underwriter, Graf’s officers and directors, and certain Sellers will enter into a Registration Rights\nAgreement, pursuant to which, among other things, Pubco will agree that, within 30 days after the Closing Date, Pubco will file with the\nSEC (at Pubco’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable\nto the parties thereto (the “**Resale Registration Statement**”), and Pubco will use its reasonable best efforts to have\nthe Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will also\nbe entitled to customary piggyback registration rights and demand registration rights pursuant to the terms of the Registration Rights\nAgreement.\n\n \n\n*The foregoing description\nof the Registration Rights Agreement is qualified in its entirety by reference to the full text of the form of Registration Rights Agreement,\na copy of which is included as Exhibit 10.3 to this Current Report on Form 8-K/A, and incorporated herein by reference.*\n\n \n\n \n\n \n\n \n\n**Warrant Assumption Agreement**\n\n \n\nConcurrently with the Closing,\nGraf, Pubco, and Continental Stock Transfer & Trust Company, as warrant agent (the “**Warrant Agent**”), will enter\ninto a warrant assignment, assumption and amendment agreement (the “**Warrant Assumption Agreement**”), pursuant to which,\namong other things, Graf will assign to Pubco all of Graf’s right, title and interest in and to, and Pubco will assume all of Graf’s\nliabilities and obligations under the certain Warrant Agreement, dated as of June 25, 2024, between Graf and the Warrant Agent (the “**Existing\nWarrant Agreement**”). As a result, at the Closing, each Graf Warrant will automatically cease to represent a right to acquire\nGraf Class A Ordinary Shares and instead will represent a right to acquire Pubco Class A common stock pursuant to the terms and conditions\nof the Existing Warrant Agreement (as amended by the Warrant Assumption Agreement).\n\n \n\n*The foregoing description\nof the Warrant Assumption Agreement is qualified in its entirety by reference to the full text of the form of Warrant Assumption Agreement,\na copy of which is included as Exhibit 10.4 to this Current Report on Form 8-K/A, and incorporated herein by reference.*\n\n \n\n**Sponsor Indemnification Agreement**\n\n \n\nConcurrently with the Closing,\nPubco, Big3 and the Sponsor will enter into an indemnification agreement (the “**Sponsor Indemnification Agreement**”),\npursuant to which, among other things, Pubco and Big3 will indemnify, defend and hold harmless the Sponsor and its shareholders, members,\ndirectors, managers, and officers (each, a “**Sponsor Indemnified Person**”) from and against any and all Sponsor Indemnified\nLiabilities (as defined in the Sponsor Indemnification Agreement) arising out of or relating to any pending or threatened action, cause\nof action, suit, litigation, investigation, proceeding, inquiry, arbitration or claim against any of them or in which any of them may\nbe a participant or may otherwise be involved (including as a witness) that arise out of or relate to Graf’s operations or conduct\nof its business, the Business Combination, and/or any claim against the Sponsor and/or a Sponsor Indemnified Person alleging any expressed\nor implied management, control or endorsement of any activities of Graf, or any express or implied association with Pubco, Big3, or Graf,\nor any of their respective affiliates. The Sponsor Indemnification Agreement will not however apply to claims arising primarily out of\n(a) any breach by such Sponsor Indemnified Person of any other agreement between such Sponsor Indemnified Person, on the one hand, and\nPubco, Big3, Graf, or any of their respective subsidiaries, on the other hand, or (b) the willful misconduct, gross negligence or bad\nfaith of such Sponsor Indemnified Person.\n\n \n\n*The foregoing description\nof the Sponsor Indemnification Agreement is qualified in its entirety by reference to the full text of the form of Sponsor Indemnification\nAgreement, a copy of which is included as Exhibit 10.5 to this Current Report on Form 8-K/A, and incorporated herein by reference.*\n\n \n\n**Pubco A&R Charter**\n\n \n\nPrior to the effective time\nof the Closing, Pubco will adopt an amended and restated certificate of incorporation (“**Pubco A&R Charter**”), which\nwill govern the rights, privileges, and preferences of the holders of Pubco securities after the Closing. The Pubco A&R Charter will\nimplement a dual class stock structure wherein Pubco’s common stock will consist of Class A Common Stock, entitling the holders\nthereof to one vote per share on all matters on which the shares of Class A Common Stock are entitled to vote, and Class B Common Stock,\nwhich will have economic rights (including dividend and liquidation rights) identical to those of the Class A Common Stock but the holders\nthereof will be entitled to ten votes per share on all matters on which the shares of Class B Common Stock are entitled to vote, which\nvoting structure will terminate on the date that is ten years after the Closing Date, or earlier in certain circumstances as more fully\nset forth in the Pubco A&R Charter.\n\n \n\n*The foregoing description\nof the Pubco A&R Charter does not purport to be complete and is qualified in its entirety by the terms and conditions of the form\nof Pubco A&R Charter, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K/A, and the terms of which are\nincorporated herein by reference.*\n\n \n\n \n\n \n\n \n\n**Convertible Promissory Note**\n\n \n\nOn June 10, 2026, Graf issued\na convertible promissory note (the “**Convertible Promissory Note**”) to Harraden Circle Investments, LLC, a Delaware limited\nliability company (the “**Payee**”), which included as a party James Graf, Graf’s Chief Executive Officer, Chief\nFinancial Officer, and director and affiliate of the Sponsor, solely with respect to the last sentence of Section 17 thereof. Pursuant\nto the Convertible Promissory Note, Graf may borrow up to $200,000 (the “**Loan**”) from the Payee for working capital\nand general corporate purposes. The Loan includes $50,000 previously advanced by the Payee to Graf in March 2026, $75,000 previously advanced\nby the Payee to Graf in April 2026, and $75,000 drawn by Graf concurrently with the execution of the Convertible Promissory Note. As a\nresult, the Loan has been fully drawn down and no amounts are available for further drawdowns. The Convertible Promissory Note replaced\nand superseded the promissory note among Graf, Payee, and James Graf dated June 4, 2026. The Loan may, at the Payee’s discretion,\nbe converted into Graf Class A Ordinary Shares at a conversion price equal to $10.00 per share (the “**Conversion Shares**”).\n\n \n\nIn addition, pursuant to the\nConvertible Promissory Note, the Payee is entitled to receive one warrant (each a “**Warrant**”) to purchase one Graf Class\nA Ordinary Shares (the “**Issuance Warrants**”) for each dollar funded under the Loan to be issued immediately prior to\nthe closing of Graf's initial business combination. The terms of the Warrants will be identical to those of the private placement warrants\nthat were issued to the Sponsor in connection with Graf’s initial public offering that was consummated on June 27, 2024, including\nthe transfer restrictions applicable to such private placement warrants.\n\n \n\nThe Loan will not bear any\ninterest before due, and will be repayable by Graf to the Payee, if not converted, upon the earlier of the closing of Graf's initial business\ncombination and its liquidation. If Graf liquidates, the Loan will be repaid only from funds held outside of the trust account established\nin connection with Graf's initial public offering. The maturity date of the Loan may be accelerated upon the occurrence of an Event of\nDefault (as defined under the Convertible Promissory Note).\n\n \n\nIn lieu of issuing the Conversion\nShares and/or Issuance Warrants, the Sponsor may re-allocate securities among members of the Sponsor and Graf Global Management LLC to\nsatisfy Graf's obligations to issue Conversion Shares and Issuance Warrants under the Convertible Promissory Note, in which case neither\nGraf nor Pubco will not be separately obligated to issue such securities. Graf agreed to register the resale of the Conversion Shares,\nIssuance Warrants, and the Graf Class A Ordinary Shares underlying the Issuance Warrants. Graf has also agreed to reimburse the Payee’s\nattorney’s fees incurred in connection with the preparation of the Convertible Promissory Note.\n\n \n\n*The foregoing description\nof the Convertible Promissory Note does not purport to be complete and is qualified in its entirety by the terms and conditions thereof.\nA copy of the Convertible Promissory Note is attached hereto as Exhibit 10.6 and incorporated herein by reference.*"}