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Current Report · Items 7.01, 9.01 · 8-K

Graf Global Corp.

TONTNYSE_AMERICANEQUITYCurrent

Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure As previously disclosed, on June 12, 2026, Graf Global Corp., a Cayman Islands exempted company (“GRAF”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among GRAF, Halfcourt Holdco, Inc., a Delaware corporation (“…

Filed Oct 22, 2026Accepted Oct 22, 2026, 9:00 AM EDTCIK 1897463Accession 0001104659-26-117985
Share

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 filingOct 30, 2026
  2. 425 filingOct 30, 2026
  3. Other EventsOct 27, 2026
  4. 425 filingOct 22, 2026
  5. Other EventsSep 29, 2026

Registered securities in this filing

GRAF GLOBAL CORP. · 8-K · Filed 2026-10-22

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant

Symbol
TONTU
Exchange
NYSEAMER
Classification
UNIT
Filing context

Context: From2026-10-222026-10-22_custom_UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnehalfOfOneRedeemableWarrantMember

Dimensions: us-gaap:StatementClassOfStockAxis

Class A ordinary shares, par value $0.0001 per share

Symbol
TONT
Exchange
NYSEAMER
Classification
COMMON
Status
Current
Filing context

Context: From2026-10-222026-10-22_custom_ClassOrdinarySharesParValue0.0001PerShareMember

Dimensions: us-gaap:StatementClassOfStockAxis

Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

Symbol
TONT WS
Exchange
NYSEAMER
Classification
WARRANT
Status
Current
Filing context

Context: From2026-10-222026-10-22_custom_WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000110465926117985 · 3 registered-security cover members

Read the exact SEC filing ↗

Disclosure sections

Items 7.01, 9.01

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

Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure As previously disclosed, on June 12, 2026, Graf Global Corp., a Cayman Islands exempted company (“GRAF”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among GRAF, Halfcourt Holdco, Inc., a Delaware corporation (“Pubco”), Halfcourt Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco, and Halfcourt Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (together, the “Merger Subs”), and BIG3 HoldCo LLC, a Delaware limited liability company (“BIG3”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.” Furnished herewith as Exhibit 99.1 and incorporated into this Item 7.01 by reference is an investor presentation that GRAF and BIG3 have prepared for use in connection with the Business Combination. The information set forth under this Item 7.01, including the exhibit attached hereto, is intended to be 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 the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing. Additional Information about the Business Combination and Where to Find It The Business Combination Agreement, dated as of June 12, 2026, by and among GRAF, BIG3, Pubco and the other parties thereto, and related transaction documentation were filed as exhibits to the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 12, 2026, and are available on the SEC website at www.sec.gov. In connection with the proposed Business Combination, the parties to the Business Combination Agreement (the “Parties”) intend to file relevant materials with the SEC, including a registration statement on Form S-4 that GRAF, Pubco and BIG3 intend to file in connection with the proposed business combination (the “Registration Statement”), and after the Registration Statement is declared effective, GRAF will mail the proxy statement included therein to holders of GRAF’s ordinary shares in connection with GRAF’s solicitation of proxies for the vote of the GRAF shareholders with respect to the proposed business combination. This Current Report on Form 8-K and the exhibit hereto are not a substitute for the Registration Statement or any other document that may be filed by the Parties with the SEC. INVESTORS AND SHAREHOLDERS OF GRAF ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED BY EACH OF THE PARTIES WITH THE SEC IN CONNECTION WITH THE TRANSACTION, INCLUDING THE REGISTRATION STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES AND THE TRANSACTION AND RELATED MATTERS. Investors and shareholders are or will be able to obtain these documents (when they are available) free of charge from the SEC’s website at www.sec.gov. Participants in the Solicitation The Parties and their respective directors, managers and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies of GRAF’s shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names and interests of GRAF’s directors and officers in the proposed business combination in GRAF’s filings with the SEC, including GRAF’s Annual Report filed on Form 10-K under the headings “Directors, Executive Officers and Corporate Governance”, “Executive Compensation”, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Certain Relationships and Related Transactions, and Director Independence”, which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1897463/000110465926058645/tmb-20251231x10k.htm and in GRAF’s definitive proxy statement filed with the SEC on Schedule 14A, under the heading “Interests of the Graf Insiders”, which is available at https://www.sec.gov/Archives/edgar/data/1897463/000110465926071445/tm2615987d2_def14a.htm. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of GRAF’s shareholders in connection with the proposed business combination will be set forth in the Registration Statement, which is expected to be filed by Pubco and BIG3 with the SEC. Investors, shareholders and other interested persons are urged to read the Registration Statement and proxy statement/prospectus included therein and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the proposed business combination. Investors, shareholders and other interested persons will be able to obtain free copies of the Registration Statement and proxy statement/prospectus and other documents containing important information about the Parties through the website maintained by the SEC at www.sec.gov. Forward-Looking Statements This Current Report on Form 8-K and the exhibit hereto contain certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Parties and the proposed business combination, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding the Parties, the proposed business combination and statements regarding the anticipated benefits and timing of the completion of the proposed business combination, the assets held by the Parties, the anticipated business of BIG3 and the market in which it operates, planned business strategies, plans and use of proceeds, objectives of management for future operations of BIG3, expected operating costs of Pubco, BIG3 and their subsidiaries, the upside potential and opportunity for investors, BIG3’s plan for value creation and strategic advantages, market size and growth opportunities, competitive position and the interest of other corporations in similar business strategies, market trends, future financial condition and performance and expected financial impacts of the proposed business combination, the satisfaction of closing conditions to the proposed business combination and the level of redemptions of GRAF’s public shareholders, and the Parties’ respective or collective expectations, intentions, strategies, assumptions, or beliefs about future events, results of operations, or performance or statements that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “intend,” “future,” “potential,” “plan,” “may,” “will,” “will be,” “will continue,” and similar expressions; but this Current Report on Form 8-K and the exhibit hereto may include other forward-looking information and data that are not preceded by any of the foregoing words. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K and the exhibit hereto, including, but not limited to: uncertainties as to the timing of the proposed business combination; the risk that the proposed business combination may not be completed in a timely manner or at all; the risk that the proposed business combination may not be completed by GRAF’s business combination deadline; the failure by the Parties to satisfy the conditions to the consummation of the proposed business combination, including the approval of GRAF’s shareholders; the risk that the announcement and pendency of the proposed business combination could have adverse effects on the market price of GRAF’s securities, including if the proposed business combination is not consummated; changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations; the failure of Pubco to obtain or maintain the listing of its securities on a national securities exchange after the closing of the proposed business combination; costs related to the proposed business combination; changes in business, market, financial, political and regulatory conditions; the effect of the announcement or pendency of the proposed business combination on BIG3’s ability to retain and hire key personnel, to maintain relationships with business partners, or its operating results and business generally; risks related to diverting BIG3’s management’s attention from BIG3’s ongoing business operations; risks related to increased competition in the industries in which BIG3 will operate; risks that after consummation of the proposed business combination, BIG3 experiences difficulties managing its growth, expanding operations, or executing its strategies; the risk that the expected benefits of the proposed business combination are not realized when and as expected; the outcome of any potential legal proceedings that may be instituted against the Parties or others following announcement of the proposed business combination; and those risk factors discussed in documents of Pubco, BIG3 or GRAF filed, or to be filed, with the SEC. No Offer or Solicitation This Current Report on Form 8-K and the exhibit hereto do not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination or (ii) an offer to sell, a solicitation of an offer to buy or a recommendation to purchase any security of Pubco, BIG3, GRAF or any of their respective affiliates. No such offering of securities will be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. Investment in any securities described herein has not been approved or disapproved by the SEC or any other regulatory authority nor has any authority passed upon or endorsed the merits of the offering or the accuracy or adequacy of the information contained herein; any representation to the contrary is a criminal offense.
Filed exhibits (1)
EX-99.1 (by filename) tm2618324d26_ex99-1.htm

Exhibit 99.1 ELEVATING THE GAME. EVOLVING THE CULTURE. Investor Presentation October 2026 Ticker “TONT” Confidential 1 ───────────────────────── DisclAimer DISCLAIMER AND OTHER IMPORTANT INFORMATION This presentation (this “Presentation”) is being furnished solely for the purpose of assisting the parties to whom it is addressed in making their independent evaluation with respect to a potential business combination (the “Business Combination”) between Graf Global Corp., a special purpose acquisition company formed in the Cayman Islands (“Graf”), BIG3 HoldCo LLC, a Delaware limited liability company (“BIG3”), Halfcourt Holdco, Inc., a Delaware corporation formed to serve as the holding company of Graf and BIG3 (“Pubco”, and together with Graf and BIG3, the “Parties”). The provision of this Presentation shall not be taken as any form of commitment on the part of the Parties to proceed with any negotiations of the Business Combination or any other transaction, and each of the Parties reserves the right to discontinue discussions or negotiations regarding any transaction at any time for any reason or no reason. No Representations or Warranties No represent…

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