Graf Global Corp. Files S-1 for IPO

TL;DR

Graf Global Corp. just filed for an IPO, get ready for some new real estate stock.

AI Summary

Graf Global Corp. filed an S-1 registration statement with the SEC on May 31, 2024, indicating plans for an initial public offering. The company, incorporated in the Cayman Islands, operates in the real estate and construction sector, with its principal executive offices located at 1790 Hughes Landing Boulevard, Suite 400, The Woodlands, Texas. James A. Graf serves as the Chief Executive Officer.

Why It Matters

This S-1 filing signals Graf Global Corp.'s intention to become a publicly traded company, which could provide capital for expansion and increase market visibility.

Risk Assessment

Risk Level: medium — As a newly public company, Graf Global Corp. faces inherent risks associated with market volatility, regulatory scrutiny, and establishing its market position.

Key Numbers

• 333-279889 — SEC File Number (Identifies the specific registration statement with the SEC.)
• 241010715 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• Graf Global Corp. (company) — Registrant
• May 31, 2024 (date) — Filing Date
• Cayman Islands (location) — Jurisdiction of Incorporation
• 6770 (number) — Standard Industrial Classification Code
• 1790 Hughes Landing Boulevard, Suite 400, The Woodlands, Texas 77380 (address) — Principal Executive Offices
• James A. Graf (person) — Chief Executive Officer
• 310-745-8669 (phone_number) — Business Phone Number

FAQ

Key Financial Figures

• $200,000,000 — MAY 31, 2024 PRELIMINARY PROSPECTUS $200,000,000 Graf Global Corp. 20,000,000 Units
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one Class A ordinary sh
• $11.50 — ne Class A ordinary share at a price of $11.50 per share, subject to adjustment as des
• $1.00 — rivate placement warrants at a price of $1.00 per warrant, for an aggregate purchase
• $6,000,000 — ant, for an aggregate purchase price of $6,000,000, in a private placement that will close
• $3,500,000 — rrants at a price of $1.00 per warrant ($3,500,000 in the aggregate) in a private placemen
• $227,029,508 — ing up to an aggregate of approximately $227,029,508 of the units in this offering at the of
• $25,000 — usiness combination. Our sponsor paid $25,000 for an aggregate of 5,750,000 Class B o
• $230,000,000 — ed in this prospectus, $200,000,000, or $230,000,000 if the underwriters' over-allotment opt
• $100,000 — shall be net of taxes payable and up to $100,000 of interest income to pay liquidation e
• $0.20 — o us $ 9.40 $ 188,000,000 (1) $0.20 per unit (excluding any units sold purs
• $0.40 — the closing of this offering. Includes $0.40 per unit on units other than those sold
• $0.60 — underwriters' over-allotment option and $0.60 per unit on units sold pursuant to the
• $8,000,000 — underwriters' over-allotment option, or $8,000,000 in the aggregate (or up to $9,800,000 i
• $9,800,000 — r $8,000,000 in the aggregate (or up to $9,800,000 in the aggregate if the underwriters' o

Filing Documents

• tm247067-3_s1.htm (S-1) — 2275KB
• tm247067d4_ex3-1.htm (EX-3.1) — 199KB
• tm247067d4_ex4-4.htm (EX-4.4) — 161KB
• tm247067d4_ex10-6.htm (EX-10.6) — 21KB
• tm247067d4_ex10-7.htm (EX-10.7) — 49KB
• tm247067d4_ex23-1.htm (EX-23.1) — 2KB
• tm247067d4_ex99-1.htm (EX-99.1) — 3KB
• tm247067d4_ex99-2.htm (EX-99.2) — 3KB
• tm247067d4_ex99-3.htm (EX-99.3) — 3KB
• tm247067d4_ex-filingfees.htm (EX-FILING FEES) — 29KB
• 0001104659-24-067279.txt ( ) — 2746KB

RISK FACTORS

RISK FACTORS 42 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 86

USE OF PROCEEDS

USE OF PROCEEDS 87 DIVIDEND POLICY 90

DILUTION

DILUTION 91 CAPITALIZATION 93

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 94 PROPOSED BUSINESS 99 MANAGEMENT 127 PRINCIPAL SHAREHOLDERS 137 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 141

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 143 TAXATION 162

UNDERWRITING

UNDERWRITING 174 LEGAL MATTERS 184 EXPERTS 185 WHERE YOU CAN FIND ADDITIONAL INFORMATION 186 We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. TRADEMARKS This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. i TABLE OF CONTENTS SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under " Risk Factors " and our financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus or the context otherwise requires, references to: "Cantor" are to Cantor Fitzgerald & Co., the representative of the underwriters in this offering. "Companies Act" refers to the Companies Act (As Revised) of the Cayman Islands as the same ma

View Full Filing

View this S-1 filing on SEC EDGAR