{"url_path":"/sec/graf/8-k/2026-06-12/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities**","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":1628,"has_tables":true,"body_markdown":"**Item 3.02 Unregistered Sales of Equity Securities**\n\n \n\nThe disclosures set forth\nabove in Item 1.01 of this Current Report on Form 8-K/A with respect to the issuance of shares of Pubco Common Stock to certain Big3 equityholders\npursuant to the Business Combination Agreement and the Convertible Promissory Note are incorporated by reference herein. The (i) Pubco\nCommon Stock issuable in connection with the Business Combination to the High Vote Sellers and (ii) Conversion Shares and Issuance Warrants\nissuable in connection with the Convertible Promissory Note will not be registered under the Securities Act, in reliance on the exemption\nfrom registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act,\nas a transaction by an issuer not involving a public offering.\n\n \n\n \n\n \n\n \n\n**Additional Information about the Business Combination\nand Where to Find It**\n\n \n\nIn\nconnection with the proposed Business Combination, the parties to the Business Combination Agreement intend to file relevant materials\nwith the SEC, including a registration statement on Form S-4 that PubCo and BIG3 intend to file in connection with the proposed Business\nCombination (the “**Registration Statement**”), and after the Registration Statement is declared effective, GRAF will mail\nthe proxy statement included therein to holders of GRAF’s ordinary shares in connection with GRAF’s solicitation of proxies\nfor the vote of the GRAF shareholders with respect to the proposed Business Combination.\n\n \n\nThis\nReport is not a substitute for the Registration Statement or any other document that may be filed by the Parties with the SEC. INVESTORS\nAND SHAREHOLDERS OF GRAF ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED BY EACH OF THE PARTIES WITH THE SEC IN CONNECTION WITH THE BUSINESS\nCOMBINATION, INCLUDING THE REGISTRATION STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION\nABOUT THE PARTIES AND THE TRANSACTION AND RELATED MATTERS. Investors and shareholders are or will be able to obtain these documents (when\nthey are available) free of charge from the SEC’s website at www.sec.gov.\n\n \n\n**Additional Information About the Extension\nand Where to Find It**\n\n \n\nGraf filed a definitive proxy\nstatement with the SEC on June 8, 2026 (the “Extension Proxy Statement”) in connection with Graf’s solicitation of proxies\nfor the vote by Graf shareholders to approve an amendment to Graf’s amended and restated memorandum and articles of association\nto extend (the “Extension”) the date by which Graf must consummate an initial business combination. GRAF has filed and mailed\nthe Extension Proxy Statement to Graf’s shareholders of record as of June 1, 2026, the record date established for voting on the\nExtension. Graf may also file other relevant documents regarding the Extension with the SEC. This Report does not contain all the information\nthat should be considered concerning the Extension and is not intended to form the basis of any investment decision or any other decision\nin respect of the Extension. Before making any voting or investment decision, investors, security holders of Graf, and other interested\npersons are urged to read the Extension Proxy Statement and any amendments or supplements thereto when available in connection with Graf’s\nsolicitation of proxies for its extraordinary meeting of shareholders to be held to approve the Extension, because these documents will\ncontain important information about Graf and the Extension.\n\n \n\n**Participants in the Solicitation **\n\n \n\nThe\nParties and their respective directors, managers and executive officers may be deemed under SEC rules to be participants in the solicitation\nof proxies of Graf’s shareholders in connection with the proposed Business Combination and in connection with the Extension.\nInvestors and security holders may obtain more detailed information regarding the names and interests of Graf’s directors and officers\nin the proposed Business Combination in Graf’s filings with the SEC, including Graf’s Annual Report filed on Form 10-K under\nthe headings “Directors, Executive Officers and Corporate Governance”, “Executive Compensation”, “Security\nOwnership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Certain Relationships and Related\nTransactions, and Director Independence”, which is available at [https://www.sec.gov/ix?doc=/Archives/edgar/data/1897463/000110465926058645/tmb-20251231x10k.htm](https://www.sec.gov/ix?doc=/Archives/edgar/data/1897463/000110465926058645/tmb-20251231x10k.htm)\nand in Graf’s definitive proxy statement filed with the SEC on Schedule 14A, in connection with the Extension, under the heading\n“Interests of the Graf Insiders”, which is available at [https://www.sec.gov/Archives/edgar/data/1897463/000110465926071445/tm2615987d2_def14a.htm](https://www.sec.gov/Archives/edgar/data/1897463/000110465926071445/tm2615987d2_def14a.htm).\nInformation regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Graf’s shareholders\nin connection with (i) the proposed Business Combination will be set forth in the Registration Statement, which is expected be filed by\nPubco and BIG3 with the SEC and (ii) the Extension is set forth in the Extension Proxy Statement. Investors, shareholders and other interested\npersons are urged to read the Extension Proxy Statement, the Registration Statement and the proxy statement/prospectus included therein\nand other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will\ncontain important information about the Extension and the proposed Business Combination. Investors, shareholders and other interested\npersons will be able to obtain free copies of the Extension Proxy Statement and the Registration Statement and proxy statement/prospectus\nand other documents containing important information about the Parties through the website maintained by the SEC at www.sec.gov.\n\n \n\n \n\n \n\n \n\n**Forward-Looking Statements **\n\n \n\nThis\nReport contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Parties\nand the proposed Business Combination, including expectations, hopes, beliefs, intentions, plans, prospects, financial results\nor strategies regarding the Parties, the proposed Business Combination and statements regarding the anticipated benefits and timing of\nthe completion of the proposed Business Combination, the assets held by the Parties, the anticipated business of BIG3 and the market in\nwhich it operates, planned business strategies, plans and use of proceeds, objectives of management for future operations of BIG3, expected\noperating costs of Pubco, BIG3 and their subsidiaries, the upside potential and opportunity for investors, BIG3’s plan for value\ncreation and strategic advantages, market size and growth opportunities, competitive position and the interest of other corporations in\nsimilar business strategies, market trends, future financial condition and performance and expected financial impacts of the proposed\nBusiness Combination, the satisfaction of closing conditions to the proposed Business Combination and the level of redemptions of GRAF’s\npublic shareholders, and the Parties’ respective or collective expectations, intentions, strategies, assumptions, or beliefs about\nfuture events, results of operations, or performance or that do not solely relate to historical or current facts. These forward-looking\nstatements generally are identified by the words “believe,” “expect,” “anticipate,” “intend,”\n“future,” “potential,” “plan,” “may,” “will,” “will be,” “will\ncontinue,” and similar expressions; but this Report may include other forward-looking information and data that are not preceded\nby any of the foregoing words. In addition, any statements that refer to projections, forecasts or other characterizations of future events\nor circumstances, including any underlying assumptions, are forward-looking statements.\n\n \n\nForward-looking\nstatements are predictions, projections and other statements about future events or conditions that are based on current expectations\nand assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially\nfrom the forward-looking statements in this Report, including, but not limited to: uncertainties as to the timing of the completion of\nthe proposed Business Combination; the risk that the proposed Business Combination may not be completed in a timely manner or at\nall; the risk that the proposed Business Combination may not be completed by GRAF’s business combination deadline; the failure by\nthe Parties to satisfy the conditions to the consummation of the proposed Business Combination, including the approval of GRAF’s\nshareholders; the risk that the announcement and pendency of the proposed Business Combination could have adverse effects on the market\nprice of GRAF’s securities, including if the proposed Business Combination is not consummated; changes to the proposed structure\nof the Business Combination that may be required or appropriate as a result of applicable laws or regulations; the failure of Pubco to\nobtain or maintain the listing of its securities on the national securities exchange after the closing of the proposed Business Combination;\ncosts related to the proposed Business Combination; changes in business, market, financial, political and regulatory conditions; the effect\nof the announcement or pendency of the proposed Business Combination on BIG3’s ability to retain and hire key personnel, to maintain\nrelationships with business partners, or its operating results and business generally; risks related to diverting BIG3’s management’s\nattention from BIG3’s ongoing business operations; risks related to increased competition in the industries in which BIG3 will operate;\nrisks that after consummation of the proposed Business Combination, BIG3 experiences difficulties managing its growth, expanding operations,\nor executing its strategies; the risk that the expected benefits of the proposed Business Combination are not realized when and as expected;\nthe outcome of any potential legal proceedings that may be instituted against the Parties or others following announcement of the proposed\nBusiness Combination; and those risk factors discussed in documents of Pubco, BIG3 or GRAF filed, or to be filed, with the SEC.\n\n \n\n**No Offer or Solicitation**\n\n \n\nThis\nReport does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the\nproposed Business Combination or the Extension or (ii) an offer to sell, a solicitation of an offer to buy or a recommendation\nto purchase any security of Pubco, Big3, Graf or any of their respective affiliates. No such offering of securities will be made except\nby means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. Investment in\nany securities described herein has not been approved or disapproved by the SEC or any other regulatory authority nor has any authority\npassed upon or endorsed the merits of the offering or the accuracy or adequacy of the information contained herein; any representation\nto the contrary is a criminal offense."}