Monitor the June 27, 2026 extension vote—failure to approve would kill the deal. The $50 million minimum cash condition adds redemption risk; if redemptions exceed ~$199 million, the deal may not close. Watch for the S-4 filing and subsequent shareholder vote. The 'TONT' ticker and first-mover status in public sports leagues could generate speculative interest.
Price Chart
Executive Summary
Graf Global Corp. (GRAF) announced a definitive business combination with BIG3, the premier professional 3-on-3 basketball league. The deal values BIG3 at $290 million pre-money, with a pro forma enterprise value of ~$331.7 million. Existing BIG3 equity holders will roll over 100% of their equity. The combined company is expected to list under the ticker 'TONT' in Q4 2026, subject to shareholder approval, a $50 million minimum cash condition, and other closing conditions.
Key Financial Metrics
Key Facts
- Pre-money equity value of BIG3: $290 million.
- Pro forma enterprise value: approximately $331.7 million.
- GRAF trust account held approximately $249 million as of June 10, 2026.
- Minimum net cash condition to close: $50 million.
- Existing BIG3 members roll over 100% of equity.
- Combined company expected to trade under ticker 'TONT' on NYSE/NYSE American/Nasdaq.
- Post-closing ownership: BIG3 rollover 50.3%, Graf public shareholders 43.2%, founder shares 3.8%, illustrative PIPE 2.8%.
- GRAF sponsor forfeits 3.8 million sponsor shares; retains 2.0 million founder shares plus 0.5 million earnout shares.
- BIG3 equity holders eligible for 2 million earnout shares at $15.00.
- 8-city teams, 560K average CBS viewers in 2025 (+23% YoY), 1.175 billion social media impressions.
Financial Impact
BIG3 pre-money equity value of $290 million; pro forma enterprise value of ~$331.7 million. GRAF trust account of ~$249 million. Illustrative $15 million PIPE at $10.00/share. Minimum $50 million cash condition to closing.
Risk Factors
- Shareholder approval and extension vote required by June 27, 2026—failure terminates deal.
- $50 million minimum cash condition—high redemptions could prevent closing.
- No historical financial statements for BIG3 provided in the filing; valuation is based on projections.
- Regulatory approvals and SEC effectiveness of the registration statement required.
- Competition from other emerging sports leagues and NBA/NBA-related 3x3 initiatives.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001104659-26-073261 |
| Document: tm2617804d1_8k.htm | 0001104659-26-073261 |
| Document: tm2617804d1_ex99-1.htm | 0001104659-26-073261 |
| Document: 0001104659-26-073261-index-headers.html | 0001104659-26-073261 |
| Document: 0001104659-26-073261-index.html | 0001104659-26-073261 |
| Document: 0001104659-26-073261.txt | 0001104659-26-073261 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jul 30, 2026 12w ago | 425 | $10.82 $10.86 | ▲ +0.37% | ▼ −2.62% | — |
Jul 7, 2026 16w ago | 425 | $10.82 | awaiting T+20 | — | — |
Jun 26, 2026 17w ago | 8-K | $10.90 $10.82 | ▼ −0.73% | ▼ −0.45% | — |
Jun 26, 2026 17w ago | 8-K | $10.90 $10.90 | · 0.00% | ▼ −1.26% | — |
Jun 25, 2026 17w ago | 425 | $10.90 $10.90 | · 0.00% | ▼ −1.26% | — |
Jun 23, 2026 18w ago | 425 | $10.81 $10.81 | · 0.00% | ▼ −1.93% | — |
Jun 22, 2026 18w ago | 425 | $10.83 $10.78 | ▼ −0.46% | ▼ −1.62% | — |
Jun 22, 2026 18w ago | 425 | $10.86 $10.78 | ▼ −0.74% | ▼ −0.59% | — |
Jun 18, 2026 18w ago | DEFA14A | $10.86 $10.78 | ▼ −0.74% | ▼ −0.59% | — |
Jun 18, 2026 18w ago | 8-K | $10.86 $10.78 | ▼ −0.74% | ▼ −0.59% | — |
US Market Status
Subscribe to SecBot
Get Real-Time SEC Filing Intelligence
Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.
Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers