Announcement • 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.

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