{"url_path":"/sec/graf/8-k/2026-07-16/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 ****Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/1897463/0001104659-26-084301-index.html","accession_number":"0001104659-26-084301","cik":"0001897463","ticker":"GRAF","issuer_name":"Graf Global Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1897463/0001104659-26-084301-index.html","primary_entity_key":"0001897463","primary_entity_name":"Graf Global Corp."},"word_count":1316,"has_tables":true,"body_markdown":"**Item 8.01****Other Events.**\n\n \n\nAs previously announced, on\nJune 12, 2026, Graf Global Corp., a Cayman Islands exempted company (the “Company”), entered into a Business Combination Agreement\n(as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) by and among\nthe Company, BIG3 HoldCo LLC, a Delaware limited liability company (“BIG3”), Halfcourt Holdco, Inc., a Delaware corporation\n(“Pubco”), Halfcourt Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”),\nand Halfcourt Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub”).\n\n \n\nOn July 16, 2026, the Company\nannounced that, in connection with the proposed business combination, it will change the ticker symbol on the NYSE American exchange for\nits Class A ordinary shares from “GRAF” to “TONT.” In addition, the ticker symbols for the Company’s units\nand public warrants will change from “GRAF U” to “TONT U” and from “GRAF WS” to “TONT WS,”\nrespectively. The ticker symbol changes will take place at the opening of trading on Monday, July 27, 2026. Upon the closing of the proposed\nbusiness combination, Pubco’s common stock and public warrants are expected to trade on the NYSE under the ticker symbols “TONT”\nand “TONT WS,” respectively.\n\n \n\nA copy of the press release\nis attached hereto as Exhibit 99.1 and is incorporated herein by reference.\n\n \n\n**Forward-Looking Statements**\n\n \n\nThis Current Report on Form\n8-K and the exhibit hereto contain certain forward-looking statements within the meaning of the U.S. federal securities laws with respect\nto the Company, BIG3, and the proposed business combination, including expectations, hopes, beliefs, intentions, plans, prospects, or\nstrategies regarding the parties, the proposed business combination, and statements regarding the anticipated benefits and timing of the\ncompletion of the proposed business combination and the anticipated benefits and timing of completion of the ticker symbol change. These\nforward-looking statements generally are identified by the words “anticipation,” “expected,” “will,”\n“continuing” and similar expressions; but this press release may include other forward-looking information that is 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 statements\nare predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions\nand, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the\nforward-looking statements in this press release, including, but not limited to: uncertainties as to the timing of the proposed business\ncombination; the risk that the proposed business combination may not be completed in a timely manner or at all; the risk that the proposed\nbusiness combination may not be completed by the Company’s business combination deadline; the failure by the parties to satisfy\nthe conditions to the consummation of the proposed business combination, including the approval of the Company’s shareholders; the\nrisk that the announcement and pendency of the proposed business combination could have adverse effects on the market price of the Company’s\nsecurities, including if the proposed business combination is not consummated; the occurrence of any event, change or other circumstance\nthat could give rise to the termination of the negotiations or definitive agreements related to the proposed business combination; changes\nto the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations;\nthe failure of the combined company to obtain or maintain the listing of its securities on a national securities exchange after the closing\nof the proposed business combination; costs related to the proposed business combination; changes in business, market, financial, political\nand regulatory conditions; the effect of the announcement or pendency of the proposed business combination on BIG3’s ability to\nretain and hire key personnel, to maintain relationships with business partners, or its operating results and business generally; risks\nrelated to diverting BIG3’s management’s attention from BIG3’s ongoing business operations; risks related to increased\ncompetition in the industries in which BIG3 will operate; risks that after consummation of the proposed business combination, BIG3 experiences\ndifficulties managing its growth, expanding operations, or executing its strategies; the risk that the expected benefits of the proposed\nbusiness combination are not realized when and as expected; the outcome of any potential legal proceedings that may be instituted against\nthe Parties or others following announcement of the proposed business combination; and those risk factors discussed in documents of the\nCompany, BIG3, or the combined company filed, or to be filed, with the Securities and Exchange Commission (“SEC”).\n\n \n\n \n\n \n\n \n\n**No Offer or Solicitation**\n\n \n\nThis Current Report on Form\n8-K and the exhibit hereto do not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or\nin respect of the proposed business combination or (ii) an offer to sell, a solicitation of an offer to buy or a recommendation to purchase\nany security of the Company, BIG3, the combined company, GRAF or any of their respective affiliates. No such offering of securities shall\nbe made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.\n\n \n\n**Additional Information about the Business Combination\nand Where to Find It**\n\n \n\nIn connection with the proposed\nbusiness combination, the parties intend to file relevant materials with the SEC, including a registration statement on Form S-4 that\nPubco and BIG3 intend to file in connection with the proposed business combination (the “Registration Statement”), and after\nthe Registration Statement is declared effective, the Company will mail the proxy statement included therein to holders of the Company’s\nordinary shares in connection with the Company’s solicitation of proxies for the vote of the Company’s shareholders with respect\nto the proposed business combination.\n\n \n\nThis press release is not\na substitute for the Registration Statement or any other document that may be filed by the parties with the SEC. INVESTORS AND SHAREHOLDERS\nOF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED BY EACH OF THE PARTIES WITH THE SEC IN CONNECTION WITH THE TRANSACTION,\nINCLUDING THE REGISTRATION STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE\nPARTIES AND THE TRANSACTION AND RELATED MATTERS. Investors and shareholders are or will be able to obtain these documents (when they\nare available) free of charge from the SEC’s website at www.sec.gov.\n\n \n\n**Participants in the Solicitation**\n\n \n\nThe Company, BIG3, Pubco,\nand their respective directors, managers and executive officers may be deemed under SEC rules to be participants in the solicitation of\nproxies of the Company’s shareholders in connection with the proposed business combination. Investors and security holders may obtain\nmore detailed information regarding the names and interests of the Company’s directors and officers in the proposed business combination\nin the Company’s filings with the SEC, including the Company’s Annual Report filed on Form 10-K under the headings “Directors,\nExecutive Officers and Corporate Governance”, “Executive Compensation”, “Security Ownership of Certain Beneficial\nOwners and Management and Related Stockholder Matters” and “Certain Relationships and Related Transactions, and Director Independence”,\nwhich is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1897463/000110465926058645/tmb-20251231x10k.htm. Information regarding\nthe persons who may, under SEC rules, be deemed participants in the solicitation of proxies of the Company’s shareholders in connection\nwith the proposed business combination will be set forth in the Registration Statement, which is expected be filed by Pubco and BIG3 with\nthe SEC. Investors, shareholders and other interested persons are urged to read the proxy statement/prospectus included therein and other\nrelevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain\nimportant information about the proposed business combination. Investors, shareholders and other interested persons will be able to obtain\nfree copies of the proxy statement/prospectus and other documents containing important information about the parties through the website\nmaintained by the SEC at www.sec.gov."}