お知らせ • Jun 14
BIG3 Basketball LLC entered into a definitive agreement to acquire Graf Global Corp. (NYSEAM:GRAF) in a reverse merger transaction. BIG3 Basketball LLC entered into a definitive agreement to acquire Graf Global Corp. (NYSEAM:GRAF) in a reverse merger transaction on June 12, 2026. In addition to the $290 million in stock consideration to be issued to existing Big3 equityholders, at the closing, Big3 equityholders are entitled to an additional 2 million earnout shares which will vest over a five-year period if the closing price of the Pubco Class A common stock is greater than or equal to $15.00 for a period of at least 20 days (which need not be consecutive) out of 30 consecutive trading days, or in the event of a sale of the combined company if the combined company stockholders receive a sale price that is greater than or equal to $15.00. When the transaction closes, the publicly traded company will be named Big3 Basketball Holdings, Inc. and is expected to be listed on the New York Stock Exchange, NYSE American, or Nasdaq under the ticker symbol “TONT” (3-on-3).
The combined company will be led by the BIG3 management team, including co-founder and chief executive officer O’Shea Jackson (Ice Cube), co-founder and chairman Jeff Kwatinetz, President Sean Bannon, and commissioner Clyde “the Glide” Drexler.
The respective boards of managers or directors, as applicable, of BIG3 and GRAF have unanimously approved the proposed business combination. Completion of the proposed business combination is expected in the fourth quarter of 2026, pursuant to the terms and conditions of the Business Combination Agreement entered into by BIG3 and GRAF and other parties thereto. The BCA contains customary closing conditions, including without limitation a registration statement being declared effective by the Securities and Exchange Commission, consent of certain noteholders of BIG3 to convert their notes, approval by the shareholders of GRAF, delivery of $50 million in minimum net cash proceeds, and certain regulatory approvals, as well as the listing of the shares of the combined company on the New York Stock Exchange, NYSE American or Nasdaq Stock Market, as mutually determined by BIG3 and GRAF.
MC Strategic Advisors LLC acted as financial advisor for BIG3 Basketball LLC. White & Case LLP acted as legal advisor for Graf Global Corp. Ellenoff Grossman & Schole LLP acted as legal advisor for BIG3 Basketball LLC. お知らせ • Apr 23
Graf Global Corp. Receives NYSE American Notice Regarding Delayed Form 10-K Filing On April 16, 2026, the Graf Global Corp. 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. お知らせ • Apr 03
Graf Global Corp. announced delayed annual 10-K filing On 04/01/2026, Graf Global Corp. announced that they will be unable to file their next 10-K by the deadline required by the SEC.