Graf Global Corp. Files 8-K: Agreements, Officer Changes, Bylaw Amendments

TL;DR

GRAF filed an 8-K detailing new agreements, exec changes, and bylaw updates.

AI Summary

On June 25, 2024, Graf Global Corp. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and changes in its board and officer composition, including director departures and appointments. Additionally, Graf Global Corp. amended its articles of incorporation and bylaws.

Why It Matters

This 8-K filing indicates significant corporate actions, including new agreements and changes in leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, unregistered equity sales, and changes in directors/officers, suggesting potential shifts in corporate structure and financial dealings.

Key Players & Entities

• Graf Global Corp. (company) — Registrant
• June 25, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemab
• $11.50 — ordinary share at an exercise price of $11.50 per share GRAF WS NYSE American LLC
• $10.00 — tion. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $230,000,000 — rating gross proceeds to the Company of $230,000,000. In connection with the IPO, the Compa
• $1.00 — onsor and Cantor at a purchase price of $1.00 per Private Placement Warrant, generati
• $6,000,000 — rating gross proceeds to the Company of $6,000,000. Of the 6,000,000 Private Placement War
• $9,800,000 — eds from the IPO (which amount includes $9,800,000 of the underwriters’ deferred dis
• $100,000 — the Company to pay its taxes and up to $100,000 of interest to pay liquidation expenses

Filing Documents

• tm2418436d1_8k.htm (8-K) — 44KB
• tm2418436d1_ex1-1.htm (EX-1.1) — 236KB
• tm2418436d1_ex3-1.htm (EX-3.1) — 257KB
• tm2418436d1_ex4-1.htm (EX-4.1) — 146KB
• tm2418436d1_ex10-1.htm (EX-10.1) — 50KB
• tm2418436d1_ex10-2.htm (EX-10.2) — 85KB
• tm2418436d1_ex10-3.htm (EX-10.3) — 150KB
• tm2418436d1_ex10-4.htm (EX-10.4) — 35KB
• tm2418436d1_ex10-5.htm (EX-10.5) — 49KB
• tm2418436d1_ex10-6.htm (EX-10.6) — 12KB
• tm2418436d1_ex99-1.htm (EX-99.1) — 7KB
• tm2418436d1_ex99-2.htm (EX-99.2) — 8KB
• 0001104659-24-076405.txt ( ) — 1081KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On June 27, 2024, Graf Global Corp. (the “ Company ”) consummated its initial public offering (“ IPO ”) of 23,000,000 units (the “ Units ”), including the issuance of 3,000,000 Units as a result of the underwriters’ exercise of the over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “ Class A Ordinary Shares ”), and one-half of one redeemable warrant of the Company (each whole warrant, a “ Warrant ”), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration on May 31, 2024, as amended (the “ Registration Statement ”): An Underwriting Agreement, dated June 25, 2024, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters (“ Cantor ”), a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference. A Warrant Agreement, dated June 25, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference. A Letter Agreement, dated June 25, 2024, by and among the Company, its executive officers, its directors and the Company’s sponsor, Graf Global Sponsor LLC (the “ Sponsor &rdqu

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On June 27, 2024, simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of an aggregate of 6,000,000 warrants (the “ Private Placement Warrants ”) to the Sponsor and Cantor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $6,000,000. Of the 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants. The Private Placement Warrants are identical to the Warrants included as part of the Units sold in the IPO, except that, for so long as the Private Placement Warrants are held by the Sponsor, Cantor or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial business combination, (ii) are entitled to registration rights, and (iii) with respect to the Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than five years after the commencement of sales in the IPO. The Private Placement Warrants will be worthless if the Company does not complete an initial business combination. The material terms of the Private Placement Warrants are fully described in the Prospectus and are incorporated herein by reference. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement Warrants. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

02. Departure of Directors

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 25, 2024, in connection with the IPO, Louis Bélanger-Martin, Kenneth Weinstein and Fred Zeidman were appointed to the board of directors of the Company. Mr. Bélanger-Martin, Mr. Wesintein and Ms. Zeidman are independent directors. Effective June 27, 2024, Mr. Bélanger-Martin, Mr. Wesintein and Ms. Zeidman were appointed to the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, with Mr. Bélanger-Martin serving as chair of the Audit Committee, Mr. Weinstein serving as chair of the Compensation Committee and Mr. Zeidman serving as chair of the Nominating and Corporate Governance Committee. Following the appointment of Mr. Bélanger-Martin, Mr. Wesintein and Ms. Zeidman, the Board is comprised of three classes. The term of office of the first class of directors, Class I, consisting of James Graf, will expire at the Company’s first annual meeting of shareholders. The term of office of the second class of directors, Class II, consisting of Mr. Wesintein and Ms. Zeidman, will expire at the Company’s second annual meeting of shareholders. The term of office of the third class of directors, Class III, consisting of Mr. Bélanger-Martin, will expire at the Company’s third annual meeting of shareholders. On June 25, 2024, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.6 to the Registration Statement. Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404

03. Amendments to Certificate of Incorporation

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On June 25, 2024, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “ Amended Charter ”), effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. A total of $230,000,000 of the net proceeds from the IPO (which amount includes $9,800,000 of the underwriters’ deferred discount) and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay liquidation expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination or an earlier redemption in connection with the commencement of the consummation of the initial business combination if the Company determines it is desirable to facilitate the completion of the initial business combination, (ii) the redemption of the Class A Ordinary Shares included in the Units sold in the IPO (the “ public shares ”) if the Company is unable to complete its initial business combination within 24 months from the closing of the IPO, subject to applicable law or (iii) the redemption of any of the public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended Charter (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. On June 25, 2024, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On June 25, 2024, the Company issued a press release announcing th

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits EXHIBIT INDEX Exhibit No. Description 1.1 Underwriting Agreement, dated June 25, 2024, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters. 3.1 Amended and Restated Memorandum and Articles of Association. 4.1 Warrant Agreement, dated June 25, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. 10.1 Letter Agreement, dated June 25, 2024, by and among the Company, its executive officers, its directors and Graf Global Sponsor LLC. 10.2 Investment Management Trust Agreement, dated June 25, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. 10.3 Registration Rights Agreement, dated June 25, 2024, by and among the Company, Graf Global Sponsor LLC and the Holders signatory thereto. 10.4 Private Placement Warrants Purchase Agreement, dated June 25, 2024, by and between the Company and Graf Global Sponsor LLC. 10.5 Private Placement Warrants Purchase Agreement, dated June 25, 2024, by and between the Company and Cantor, Fitzgerald & Co. 10.6 Administrative Services Agreement, dated June 25, 2024, by and between the Company, Graf Global Sponsor LLC and G-SPAC Management LLC. 99.1 Press Release, dated June 25, 2024. 99.2 Press Release, dated June 27, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GRAF GLOBAL CORP. By: /s/ James A. Graf Name: James A. Graf Title: Chief Executive Officer, Chief Financial Officer and Director Dated: June 28, 2024

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View this 8-K filing on SEC EDGAR