Monitor shareholder vote and redemption levels ahead of Q4 2026 closing. The $50 million minimum cash condition is critical — high redemptions could necessitate additional financing or risk deal termination. Sponsor's commitment to invest at least $5 million if closing cash falls below $100 million provides a backstop. Watch for filing of the S-4 registration statement containing BIG3's audited financials and the proxy statement for additional deal details.
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Executive Summary
Graf Global Corp. (GRAF), a SPAC, filed definitive additional proxy materials disclosing its entry into a Business Combination Agreement with BIG3 HoldCo LLC, a professional three-on-three basketball league. The merger values BIG3 at $290 million base plus its cash position, payable in shares of new Pubco stock at $10.83 per share, with up to 2 million earnout shares contingent on a $15.00 stock price. Closing is targeted for Q4 2026, subject to shareholder approval, regulatory clearance, and minimum $50 million remaining in the SPAC trust after redemptions.
Key Facts
- Graf Global Corp. to merge with BIG3 HoldCo, operating the BIG3 professional 3-on-3 basketball league.
- Merger consideration: $290,000,000 base plus BIG3's Cash Position at closing, divided by $10.83 per share, paid in Pubco common stock.
- BIG3 equity holders also eligible for up to 2,000,000 earnout shares of Pubco Class A Common Stock if stock price reaches $15.00 within 5 years.
- SPAC trust account had approximately $249,176,551.72 as of June 10, 2026.
- Sponsor to forfeit 2,750,000 Class B ordinary shares; up to 500,000 additional Class B shares may be transferred to incentivize non-redemptions.
- Sponsor receives 500,000 earnout shares of Pubco Class A Common Stock subject to vesting conditions (trust account >= $200M or stock price >= $15.00).
- Lock-up: 6 months for shares, 30 days for warrants from closing.
- Closing expected in Q4 2026; conditions include shareholder approval, SEC effectiveness of S-4, antitrust clearance, and minimum $50 million closing SPAC cash.
- Post-closing board: up to 7 directors (1 from SPAC, up to 6 from BIG3).
- Dual-class stock structure: Class B shares (held by BIG3 founders) have 10 votes per share; structure terminates after 10 years.
- Termination date for the agreement is December 27, 2026.
Financial Impact
Base enterprise value of $290 million for BIG3; additional up to 2 million earnout shares (at $15/share = $30M) and 500,000 sponsor earnout shares. Trust account ~$249M at June 10, 2026.
Risk Factors
- Deal may not close if shareholder approval or regulatory conditions are not met.
- Redemption levels could deplete trust account below the $50 million minimum cash condition.
- BIG3's audited financials have not yet been filed; final deal metrics may change based on actual Cash Position and financial statements.
- Sports entertainment league is seasonal and subject to adoption and competitive risks.
- Dual-class structure may deter some investors post-closing.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (Primary) | 0001104659-26-073578 |
| Document: 0001104659-26-073578-index-headers.html | 0001104659-26-073578 |
| Document: 0001104659-26-073578-index.html | 0001104659-26-073578 |
| Document: 0001104659-26-073578.txt | 0001104659-26-073578 |
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| 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% | — |
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