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Current Report · Items 3.01, 7.01, 9.01 · 8-K

Graf Global Corp.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Regulation FD Disclosure

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed in the Form 12b-25 filed on April 1, 2026 by Graf Global Corp., a Cayman Islands exempted company (the “Company”), the Company requires additional time to file its Annual Report on Form 10-K as of and for the year ended December 31, 2025 (the “Annual Report”) with…

Filed Apr 22, 2026Accepted Apr 22, 2026, 4:46 PM EDTCIK 1897463Accession 0001104659-26-046884
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Company context

Founded by serial SPAC sponsor and director James Graf, Graf Global Corp. was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Current securities

Historical securities (3)

Recent company filings

  1. 425 filingSep 11, 2026
  2. 425 filingSep 11, 2026
  3. 10-Q filingAug 14, 2026
  4. SCHEDULE 13G filingAug 14, 2026
  5. 425 filingAug 13, 2026

Disclosure sections

Items 3.01, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 3.01Item 3.01 - Notice of Delisting
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed in the Form 12b-25 filed on April 1, 2026 by Graf Global Corp., a Cayman Islands exempted company (the “Company”), the Company requires additional time to file its Annual Report on Form 10-K as of and for the year ended December 31, 2025 (the “Annual Report”) with the Securities and Exchange Commission (the “SEC”). On April 16, 2026, the Company received a notice (the “Notice”) from the NYSE Regulation staff of the NYSE American LLC (the “NYSE American”) stating that the Company is not in compliance with Section 1007 of the NYSE American Company Guide (the “Rule”) because it has not timely filed its Annual Report with the SEC. The Rule requires listed companies to timely file all required periodic financial reports with the SEC. The Notice has no immediate effect on the listing or trading of the Company’s securities. However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from the NYSE American. Under NYSE American listing standards, the Company automatically has a period of six months from the due date of the Annual Report to cure the filing delinquency by filing the Annual Report. If the Company fails to file the Annual Report within such six-month period, it can submit a request to the NYSE American to allow the Company’s securities to continue to trade on the NYSE American for up to a further six months. However, there can be no assurance that the NYSE American will accept the Company’s request or that the Company will be able to regain compliance within any extension period granted by the NYSE American. The NYSE American may commence delisting procedures at any time during the period that is available to the Company to complete the filing, if circumstances warrant. The Company is working diligently to complete its Annual Report. The Company intends to file the Annual Report as soon as practicable to regain compliance with the Rule.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD On April 22, 2026, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. Forward-Looking Statements This Current Report on Form 8-K and the exhibit hereto include “forward-looking statements”. Certain of these forward-looking statements can be identified by the use of words such as “intends”, “may”, “will” or other similar expressions. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual future events, results or achievements to be materially different from the Company’s expectations expressed or implied by the forward-looking statements. Such factors include, but are not limited to: the preparation of the Company’s financial statements for the year ended December 31, 2025, and the risk that such preparation takes longer than anticipated; the Company’s ability to regain and maintain compliance with the requirements of the NYSE American; adverse effects on the Company’s business related to the disclosures made in this Current Report on Form 8-K or the exhibit hereto, or the initiation of new legal proceedings; and volatility of the Company’s stock price; as well as the business, financial, and accounting risks and the other important risk factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 13, 2025, and the Company’s other filings with the SEC. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and are based on information available to the Company as of the date of this Current Report on Form 8-K, and the Company assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Filed exhibits (1)
EX-99.1 (by filename) tm2612395d1_ex99-1.htm

EX-99.1 2 tm2612395d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 GRAF GLOBAL CORP. RECEIVES NYSE AMERICAN NOTICE REGARDING DELAYED FORM 10-K FILING THE WOODLANDS, TX, April 22, 2026 - Graf Global Corp. (NYSE American: GRAF) (the “Company”) announced today that it received a notice on April 16, 2026, from the NYSE American LLC stating that the Company is not in compliance with Section 1007 of the NYSE American Company Guide (the “Rule”) because it has not timely filed its Annual Report on Form 10-K as of and for the year ended December 31, 2025 (the “Annual Report”) with the Securities and Exchange Commission (the “SEC”). The Notice has no immediate effect on the listing or trading of the Company’s securities. However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting. The Company intends to file the Annual Report as soon as practicable to regain compliance with the Rule. About Graf Global Corp. Graf Global Corp. is a blank check company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Cau…

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