Monitor shareholder vote and redemption levels — high redemptions could jeopardize the $50M minimum cash condition. Sponsor backstop of $5M if cash <$100M provides partial downside protection. Watch for the S-4 registration statement and proxy filing for detailed financials and redemption estimates.
Price Chart
Executive Summary
Graf Global Corp. (GRAF) filed the definitive Business Combination Agreement to merge with BIG3 HoldCo LLC, the operator of the BIG3 professional 3-on-3 basketball league. The base merger consideration values BIG3 at $290 million pre-money, paid entirely in stock of a new public entity (Pubco) expected to list under the ticker 'TONT' in Q4 2026, subject to shareholder approval, a $50 million minimum cash condition, and other customary closing conditions.
Key Financial Metrics
Key Facts
- Base enterprise value of $290 million for BIG3, with additional contingent earnout of up to 2,000,000 Pubco Class A shares if stock price reaches $15.00 (20 of 30 trading days) within 5 years.
- SPAC trust account had ~$249.2 million as of June 10, 2026; closing requires at least $50 million in available cash after redemptions and expenses.
- Existing BIG3 equity holders rolling 100% of equity into Pubco; key holders Jeffrey Kwatinetz and O'Shea Jackson Sr. receive high-vote Class B shares (10 votes each).
- Sponsor forfeits 2,750,000 Founder Shares and may transfer up to 500,000 additional shares to support non-redemptions; Sponsor also receives 500,000 earnout shares tied to cash threshold or $15.00 stock price.
- All outstanding SPAC warrants (11.5M public, 4M private to sponsor, 2M to IPO underwriter) assumed by Pubco at $11.50 exercise price.
- Closing expected in Q4 2026; combined company to adopt dual-class structure with Pubco Class A (1 vote) and Class B (10 votes) common stock.
Financial Impact
Base deal consideration $290 million in Pubco stock; SPAC trust provides ~$249 million in cash to the combined entity, subject to shareholder redemptions. Earnout could add up to 2M additional shares (at $15/share, worth ~$30M).
Risk Factors
- Shareholder approval not obtained or high redemptions reducing combined company cash below $50M threshold.
- Failure to satisfy regulatory or listing conditions by the Outside Date (December 27, 2026).
- Uncertainty around BIG3's financial performance and ability to sustain revenue growth post-merger.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001104659-26-073538 |
| Document: tm2617801d1_ex10-3.htm | 0001104659-26-073538 |
| Document: tm2617801d1_8ka.htm | 0001104659-26-073538 |
| Document: tm2617801d1_ex10-1.htm | 0001104659-26-073538 |
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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
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