GRAF: 8-K · acquisition merger
Graf Global Corp. (NYSE American: TONT), the SPAC that agreed in June 2026 to combine with Ice Cube's BIG3 basketball league, furnished the transaction investor presentation in an 8-K dated October 22, 2026. The deal values BIG3 at $284M pre-money with a pro forma enterprise value of roughly $337M, supported by ~$91M of trust cash, a $50M minimum cash closing condition, and 100% equity rollover by BIG3 holders at 70.6% pro forma ownership. Closing is expected in early 2027 pending an S-4 filing. The presentation reveals BIG3's 2026 budget of $7.4M revenue versus $25.2M expenses, and risk factors disclose substantial-doubt going-concern language for both BIG3 and Graf, plus the absence of any third-party fairness opinion on the deal price.
GRAF: 8-K · other
Graf Global Corp.'s board extended the SPAC's business combination deadline by one month, from September 27, 2026 to October 27, 2026. The charter permits up to three one-month extensions, with a maximum deadline of December 27, 2026, meaning remaining extension capacity is limited. Repeated deadline extensions without an announced target suggest the SPAC is still searching for a business combination as time runs short.
GRAF: 425 · acquisition merger
Graf Global Corp. filed a Rule 425 communication containing the transcript of an NBC KCRA 3 interview with Ice Cube (O'Shea Jackson), an executive officer of BIG3 HoldCo LLC, the target of Graf Global's pending business combination. In the August 31, 2026 interview, Ice Cube called BIG3's move toward becoming a publicly traded professional sports league "dream-come-true status," emphasizing that fans can participate in the league's growth rather than only buying tickets or merchandise as with privately owned leagues. The filing contains no new transaction terms or financial data; the Business Combination Agreement dated June 12, 2026 among Graf Global (GRAF), BIG3 HoldCo LLC, and Halfcourt Holdco, Inc. remains subject to a Form S-4 registration statement and approval by GRAF shareholders. For investors, the filing is promotional color on a pending de-SPAC rather than a material update, with standard risk disclosures on deal completion, redemptions, and post-closing listing intact.
GRAF: 10-Q · periodic report
Graf Global Corp., a blank check company, filed its 10-Q for the quarter ended June 30, 2026, disclosing a signed Business Combination Agreement with BIG3 HoldCo LLC (the BIG3 basketball league) dated June 12, 2026. In connection with the June 26 extension vote, 14,590,367 public shares were redeemed at roughly $10.86 each, cutting the Trust Account to $91.4 million from $245.6 million at year-end 2025. Management disclosed substantial doubt about the company's ability to continue as a going concern, with mandatory liquidation and dissolution if the business combination is not completed by September 27, 2026, though the board may extend up to December 27, 2026. The company's own fair-value analysis of its non-redemption agreements implied only a 15% probability of completing the deal. For the six months ended June 30, 2026, the SPAC reported net income of $1.59 million driven by $4.26 million of trust interest income, but held just $21,149 of operating cash against a $3.14 million working capital deficit. New convertible promissory notes from Harraden Circle Investments and CEO James Graf ($200,000 drawn plus a subsequent $300,000 facility) fund working capital, and sponsor shares are being forfeited or transferred to secure non-redemptions. Subsequent to quarter end, trading symbols changed from GRAF to TONT on NYSE American effective July 27, 2026 in connection with the proposed BIG3 combination.
Graf Global Corp., the SPAC pursuing a business combination with Ice Cube's BIG3, filed a Rule 425 communication containing a USA Today article profiling the league's growth ahead of its ninth-season playoffs. The filing reiterates the June 12, 2026 Business Combination Agreement among Graf Global, BIG3 HoldCo LLC and Halfcourt Holdco, Inc., but contains no new deal terms or financial figures. In the article, Ice Cube says the BIG3 has already sold four teams, is in talks to sell more, and wants to expand from its current eight city-based teams back to 12 and eventually 16. The league moved to a city-based eight-team model in 2025, with Los Angeles, Miami and Chicago among the markets represented. The piece is promotional in nature: playoffs begin August 15 in Dallas and the championship is set for August 22 in Charlotte, while the S-4 registration statement for the merger has yet to be filed by PubCo and BIG3. The deal still requires effectiveness of the registration statement and approval by GRAF shareholders.
Graf Global Corp., a pre-deal SPAC, filed a Rule 425 communication on August 13, 2026 republishing an August 12, 2026 article from The Athletic about the BIG3 three-on-three basketball league, the target of Graf's Business Combination Agreement dated June 12, 2026 with BIG3 HoldCo LLC and Halfcourt Holdco, Inc. The article credits the league's 10th season with averaging 558,000 viewers last summer and a playoff peak of 850,000, a 48-percent increase from 2024, while current-season games televised on CBS and BET are averaging 565,000 viewers according to league representatives. BIG3 announced last month that it plans to go public at a $290 million valuation through the Graf transaction, with plans to expand from 8 to 12 teams by 2027; the filing itself contains no new deal terms, financial statements, or structural changes. Completion of the combination remains subject to an effective Form S-4 registration statement, Graf shareholder approval, and redemption risk, making this filing a promotional deal communication rather than new substantive disclosure.
Graf Global Corp. filed a Rule 425 communication reproducing a JohnWallStreet article about its proposed business combination with Big3 HoldCo LLC, Ice Cube's 3-on-3 professional basketball league, at a $290 million valuation (~$322 million enterprise value). The deal, signed June 12, 2026, is expected to close this fall and would make Big3 one of the few publicly traded U.S. sports leagues. The article lays out the growth pitch: Big3's 2026 CBS debut drew 560,000 viewers, eight returning sponsors each pay about $750,000 annually, and management plans to use SPAC proceeds to sell another 8 to 12 teams, expand event inventory to roughly 50, and push sponsor fees toward $5 million while pursuing a long-term media rights deal. Risks are prominent: Graf shareholders can redeem shares at about $10, which could shrink upfront proceeds or scuttle the deal entirely, Big3 faces an NFT-holder lawsuit over franchise-sale proceeds, and the comparable Enhanced Games SPAC now trades near $3 versus its $10 deal price, underscoring post-merger performance risk.
Graf Global Corp. Announces NYSE American Ticker Symbol Change to “TONT” (3-on-3) in Anticipation of Closing of Business Combination with Big3 Basketball
Graf Global Corp. will change its NYSE American ticker symbol from 'GRAF' to 'TONT' effective July 27, 2026, reflecting its planned business combination with Big3 Basketball. The merger with the 3-on-3 basketball league is expected to close in the fourth quarter of 2026, subject to conditions including S-4 effectiveness, shareholder approval, and listing approval. The SPAC currently holds approximately $92 million in cash in trust, with a redemption value of about $10.86 per share, and must deliver at least $50 million in net cash proceeds to BIG3 at closing.
GRAF: 8-K · proxy statement
Graf Global Corp. shareholders approved an amendment to extend the deadline to consummate an initial business combination from June 27, 2026, to September 27, 2026. The amendment also allows the Board to further extend the deadline in one-month increments up to three times, potentially pushing the final deadline to December 27, 2026. In connection with the meeting, shareholders holding approximately 14.6 million shares elected to redeem their shares for about $10.86 per share. This left approximately $91.3 million in the company's trust account. To mitigate redemptions, the company and its sponsor entered into non-redemption agreements with certain shareholders covering 4.26 million shares. In exchange for not redeeming, these investors will receive founder shares if the business combination with BIG3 HoldCo LLC is consummated.
Graf Global Corp. adjourned its extraordinary general meeting scheduled for June 26, 2026, to a later time on the same day to allow further solicitation of proxies. The meeting is being held to seek shareholder approval for an amendment to extend the deadline for the company to complete an initial business combination. The reconvened meeting is set for 3:00 p.m. Eastern Time at the offices of the company's legal counsel, White & Case LLP, and will also be accessible via webcast. Shareholders of record as of June 1, 2026, are entitled to vote, and those who have already submitted redemption requests or proxies need not act unless they wish to change their decision.
Graf Global Corp. filed a Rule 425 communication confirming a proposed business combination with BIG3 HoldCo LLC and Halfcourt Holdco, Inc. The transaction is governed by a Business Combination Agreement dated June 12, 2026, which was previously disclosed in an 8-K filing. The parties intend to file a registration statement on Form S-4 with the SEC, after which Graf Global Corp. will mail a proxy statement to its shareholders for a vote on the merger. This filing serves as a formal notice that the parties are actively soliciting proxies and urges investors to review the upcoming S-4 and proxy materials for detailed transaction terms and risks. The communication includes standard forward-looking statements regarding the anticipated benefits, timing, and financial impacts of the deal, while noting risks such as potential failure to close, listing delisting, or adverse market reactions. No specific financial terms, deal value, or share exchange ratios are disclosed in this specific document.
On June 18, 2026, Graf Global Corp.'s sponsor and specific board members converted 5,749,999 Class B ordinary shares into Class A ordinary shares on a one-for-one basis. Following these conversions, the company reported 28,749,999 Class A ordinary shares issued and outstanding, with a single Class B ordinary share remaining. The newly issued Class A ordinary shares retain the same transfer restrictions and waiver of redemption rights that previously applied to the Class B ordinary shares.
Graf Global Corp. filed a Form 425 to submit a post from BIG3 HoldCo LLC's X account regarding the companies' proposed business combination. The post, dated June 16, 2026, reiterates the terms of the Business Combination Agreement signed on June 12, 2026 and directs investors to the 8-K filed on that date. The companies announced their intention to file a registration statement on Form S-4 and a proxy statement to solicit shareholder votes for the transaction. The communication also includes standard safe harbor warnings regarding forward-looking statements and the risks associated with the merger's completion.
GRAF: 425 · material agreement
BIG3 HoldCo LLC, the target in Graf Global Corp.'s pending business combination, shared a Sports Business Journal article highlighting the league's operational momentum as it enters its ninth season. Co-founder Ice Cube noted the league's existing seven-year partnership with CBS and a new agreement with BET for midweek re-airs to expand audience reach. The article reports a 7,000% increase in social media growth between 2024 and 2025, positioning the league to leverage NBA post-season viewership. Ice Cube reaffirmed the goal to complete the business combination with Graf Global Corp. and go public via the SPAC in the fourth quarter. Despite alleging that the NBA has discouraged sponsors and networks from engaging with the league, Big3 remains focused on social media and alternative distribution channels to drive growth.
Graf Global Corp. announced a business combination agreement with BIG3 HoldCo LLC, the 3-on-3 basketball league co-founded by Ice Cube and Jeff Kwatinetz. The deal values the league at $290 million pre-money, with 100% of existing BIG3 equity expected to convert into common stock of the combined company upon closing. The transaction is anticipated to close in the fourth quarter, subject to shareholder approval and satisfaction of customary closing conditions. The combined company will continue operating the BIG3 league, which currently consists of eight teams across major U.S. markets including Boston, Chicago, Dallas, and Los Angeles. Notable investors in BIG3 include John P. Angelos, former owner of the Baltimore Orioles, and executives from Fortress Investment Group. Ice Cube stated in a Bloomberg interview that going public allows fans to participate in the league's financial upside, comparing the vision to the growth of WWE.
BIG3 BASKETBALL to Go Public Through Business Combination with Graf Global Corp.
Graf Global Corp. (GRAF) has entered a definitive agreement to combine with BIG3 Basketball, valuing the league at $290 million pre-money. The combined entity, Big3 Basketball Holdings, Inc., will trade under the ticker 'TONT' and is expected to close in Q4 2026, subject to shareholder approval and SEC clearance. GRAF’s trust account holds $249 million, with a minimum $50 million net cash requirement for closing; existing BIG3 equityholders are eligible for 2 million earnout shares if the stock hits $15.
GRAF: DEF 14A · proxy statement
Graf Global Corp. is soliciting shareholder approval for an extension of its deadline to complete an initial business combination. The current deadline is June 27, 2026, and the proposal seeks to extend it to September 27, 2026, with the option for three additional one-month extensions up to December 27, 2026. Public shareholders may redeem their shares for approximately $10.83 per share, which matches the closing market price on the record date of June 1, 2026. The Trust Account holds approximately $249.2 million, derived from the initial $230 million IPO proceeds plus accrued interest. The Graf Insiders, who own 20% of the outstanding shares via Founder Shares purchased for $25,000, have waived their redemption rights and will vote in favor of the extension. If the extension is not approved, the company will liquidate, and the Founder Shares and private placement warrants will expire worthless.
Graf Global Corp. reported net income of $2.1 million for the quarter ended March 31, 2026, driven primarily by $2.13 million in interest earned on its trust account. The company holds approximately $247.7 million in the trust account, which is reserved for a potential business combination, while maintaining only $928 in operating cash. The SPAC faces a mandatory liquidation deadline of June 27, 2026, if it fails to complete a business combination. Management disclosed substantial doubt about its ability to continue as a going concern due to this liquidity constraint and the impending deadline, though it intends to secure a deal before then. The company previously received a compliance notice from NYSE American for late filing of its annual report but regained compliance after filing on May 11, 2026. No material changes to risk factors were reported, and the company continues to incur minimal administrative expenses while searching for a target.
GRAF GLOBAL CORP. RECEIVES NYSE AMERICAN NOTICE REGARDING DELAYED FORM 10-K FILING
Graf Global Corp. received a notice from NYSE American stating it is not in compliance with listing rules due to a delay in filing its Annual Report on Form 10-K for the year ended December 31, 2025. The notice has no immediate effect on the listing or trading of the company's securities, though failure to timely regain compliance will subject the securities to delisting. Management intends to file the Annual Report as soon as practicable to restore compliance with the exchange.
