Form 8-K

8-K — Graf Global Corp.

Accession: 0001104659-26-084301

Filed: 2026-07-16

Period: 2026-07-16

CIK: 0001897463

SIC: 6770 (BLANK CHECKS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2618324d11_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2618324d11_ex99-1.htm)

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UNITED STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): July 16, 2026

GRAF

GLOBAL CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

(State

or other jurisdiction

of incorporation)

001-42142

(Commission

File Number)

N/A

(IRS Employer

Identification No.)

1790 Hughes Landing Blvd., Suite 400

The

Woodlands, Texas 77380

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: (310) 745-8669

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

x Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each

class

Trading

Symbol(s)

Name of each

exchange on

which registered

Units,

each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one

redeemable warrant

GRAF.U

NYSE American LLC

Class

A ordinary shares, par value $0.0001 per share

GRAF

NYSE

American LLC

Warrants,

each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per

GRAF WS

NYSE

American LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company,

indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

As previously announced, on

June 12, 2026, Graf Global Corp., a Cayman Islands exempted company (the “Company”), entered into a Business Combination Agreement

(as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) by and among

the Company, BIG3 HoldCo LLC, a Delaware limited liability company (“BIG3”), Halfcourt Holdco, Inc., a Delaware corporation

(“Pubco”), Halfcourt Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”),

and Halfcourt Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub”).

On July 16, 2026, the Company

announced that, in connection with the proposed business combination, it will change the ticker symbol on the NYSE American exchange for

its Class A ordinary shares from “GRAF” to “TONT.” In addition, the ticker symbols for the Company’s units

and public warrants will change from “GRAF U” to “TONT U” and from “GRAF WS” to “TONT WS,”

respectively. The ticker symbol changes will take place at the opening of trading on Monday, July 27, 2026. Upon the closing of the proposed

business combination, Pubco’s common stock and public warrants are expected to trade on the NYSE under the ticker symbols “TONT”

and “TONT WS,” respectively.

A copy of the press release

is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form

8-K and the exhibit hereto contain certain forward-looking statements within the meaning of the U.S. federal securities laws with respect

to the Company, BIG3, and the proposed business combination, including expectations, hopes, beliefs, intentions, plans, prospects, or

strategies regarding the parties, the proposed business combination, and statements regarding the anticipated benefits and timing of the

completion of the proposed business combination and the anticipated benefits and timing of completion of the ticker symbol change. These

forward-looking statements generally are identified by the words “anticipation,” “expected,” “will,”

“continuing” and similar expressions; but this press release may include other forward-looking information that is not preceded

by any of the foregoing words. In addition, any statements that refer to projections, forecasts or other characterizations of future events

or circumstances, including any underlying assumptions, are forward-looking statements.

Forward-looking statements

are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions

and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the

forward-looking statements in this press release, including, but not limited to: uncertainties as to the timing of the proposed business

combination; the risk that the proposed business combination may not be completed in a timely manner or at all; the risk that the proposed

business combination may not be completed by the Company’s business combination deadline; the failure by the parties to satisfy

the conditions to the consummation of the proposed business combination, including the approval of the Company’s shareholders; the

risk that the announcement and pendency of the proposed business combination could have adverse effects on the market price of the Company’s

securities, including if the proposed business combination is not consummated; the occurrence of any event, change or other circumstance

that could give rise to the termination of the negotiations or definitive agreements related to the proposed business combination; changes

to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations;

the failure of the combined company to obtain or maintain the listing of its securities on a national securities exchange after the closing

of the proposed business combination; costs related to the proposed business combination; changes in business, market, financial, political

and regulatory conditions; the effect of the announcement or pendency of the proposed business combination on BIG3’s ability to

retain and hire key personnel, to maintain relationships with business partners, or its operating results and business generally; risks

related to diverting BIG3’s management’s attention from BIG3’s ongoing business operations; risks related to increased

competition in the industries in which BIG3 will operate; risks that after consummation of the proposed business combination, BIG3 experiences

difficulties managing its growth, expanding operations, or executing its strategies; the risk that the expected benefits of the proposed

business combination are not realized when and as expected; the outcome of any potential legal proceedings that may be instituted against

the Parties or others following announcement of the proposed business combination; and those risk factors discussed in documents of the

Company, BIG3, or the combined company filed, or to be filed, with the Securities and Exchange Commission (“SEC”).

No Offer or Solicitation

This Current Report on Form

8-K and the exhibit hereto do not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or

in respect of the proposed business combination or (ii) an offer to sell, a solicitation of an offer to buy or a recommendation to purchase

any security of the Company, BIG3, the combined company, GRAF or any of their respective affiliates. No such offering of securities shall

be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

Additional Information about the Business Combination

and Where to Find It

In connection with the proposed

business combination, the parties intend to file relevant materials with the SEC, including a registration statement on Form S-4 that

Pubco and BIG3 intend to file in connection with the proposed business combination (the “Registration Statement”), and after

the Registration Statement is declared effective, the Company will mail the proxy statement included therein to holders of the Company’s

ordinary shares in connection with the Company’s solicitation of proxies for the vote of the Company’s shareholders with respect

to the proposed business combination.

This press release is not

a substitute for the Registration Statement or any other document that may be filed by the parties with the SEC. INVESTORS AND SHAREHOLDERS

OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED BY EACH OF THE PARTIES WITH THE SEC IN CONNECTION WITH THE TRANSACTION,

INCLUDING THE REGISTRATION STATEMENT (WHEN THEY ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE

PARTIES AND THE TRANSACTION AND RELATED MATTERS. Investors and shareholders are or will be able to obtain these documents (when they

are available) free of charge from the SEC’s website at www.sec.gov.

Participants in the Solicitation

The Company, BIG3, Pubco,

and their respective directors, managers and executive officers may be deemed under SEC rules to be participants in the solicitation of

proxies of the Company’s shareholders in connection with the proposed business combination. Investors and security holders may obtain

more detailed information regarding the names and interests of the Company’s directors and officers in the proposed business combination

in the Company’s filings with the SEC, including the Company’s Annual Report filed on Form 10-K under the headings “Directors,

Executive Officers and Corporate Governance”, “Executive Compensation”, “Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters” and “Certain Relationships and Related Transactions, and Director Independence”,

which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1897463/000110465926058645/tmb-20251231x10k.htm. Information regarding

the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of the Company’s shareholders in connection

with the proposed business combination will be set forth in the Registration Statement, which is expected be filed by Pubco and BIG3 with

the SEC. Investors, shareholders and other interested persons are urged to read the proxy statement/prospectus included therein and other

relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain

important information about the proposed business combination. Investors, shareholders and other interested persons will be able to obtain

free copies of the proxy statement/prospectus and other documents containing important information about the parties through the website

maintained by the SEC at www.sec.gov.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release dated July 16, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

GRAF GLOBAL CORP.

By:

/s/ James A. Graf

Name:

James A. Graf

Title:

Chief Executive Officer, Chief Financial Officer and Director

Dated: July 16, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2618324d11_ex99-1.htm · Sequence: 2

Exhibit 99.1

Graf Global Corp. Announces NYSE American Ticker

Symbol Change to

“TONT” (3-on-3) in Anticipation

of Closing of Business Combination with Big3 Basketball

· Graf Global ticker symbol change from “GRAF” to “TONT”

to be effective on July 27, 2026

· Business combination with BIG3 expected to close in fourth quarter of 2026

· BIG3 to continue trading with ticker symbol “TONT” after closing

of business combination

THE WOODLANDS, Texas, July 16, 2026 (BUSINESS WIRE) – Graf Global

Corp. (the “Company”) (NYSE American: GRAF) today announced that it will change the ticker symbols for its Class A ordinary

shares trading on NYSE American from “GRAF” to “TONT”. The Company’s units and warrants, now trading on

NYSE American as GRAF U and GRAF WS, respectively, also will be changed contemporaneously to “TONT U” and “TONT WS”,

respectively. These ticker symbol changes are expected to take effect at the opening of trading on Monday, July 27, 2026.

The change to the new ticker symbol “TONT” reflects the

Company's previously announced proposed business combination with Big3 HoldCo LLC (“BIG3”), recognized

as the world’s premier professional 3-on-3 basketball league, founded by O’Shea Jackson, Sr. (Ice Cube) and Jeff Kwatinetz,

and the announced future trading symbols after closing. “TONT” stands for “3-on-3.”

Holders of “TONT”

shares and “TONT WS” warrants will own common equity and warrants of the surviving BIG3 entity on a 1:1 basis upon the closing

of the business combination expected in the fourth quarter of 2026, subject to the satisfaction or waiver of all conditions to closing,

when the public trading entity will be named Big3 Basketball Holdings, Inc. After closing of the business combination and the approval

of the combined company’s application to list its securities on a national securities exchange, BIG3 shares and warrants will continue

to trade as “TONT” and TONT WS” respectively, and the “TONT U” units will be split into one “TONT”

share and ½ “TONT WS” warrant.

The Company is a blank check

company and has no material assets other than approximately $92 million in cash deposits and no other business operations other than completing

the announced business combination with BIG3. Investors in “GRAF” now and “TONT” after July 27, 2026 are effectively

buying equivalent interests in BIG3 when the business combination closes.

“In the run-up to the closing

of our business combination with BIG3 and our excitement for BIG3 fans to participate in the growth of the league, we thought it was important

to begin to brand and market our public securities as they will trade post-closing. There will be a clear automatic transition to ownership

of BIG3 securities after closing,” said James Graf, Chief Executive Officer of the Company. “BIG3 management and I have received

calls from fans and other investors wanting to know when they can buy the “TONT” shares referenced in our transaction announcement.

The answer is now, with “GRAF” becoming “TONT” on July 27, which will become the BIG3 entity upon the closing

of the business combination.”

The closing of the business combination

is subject to several conditions including the filing and effectiveness of an S-4 registration statement with the Securities and Exchange

Commission, approval by the Company’s shareholders, the Company’s delivery of no less than $50 million in net cash proceeds

to BIG3, and approval of the combined company’s application to list its securities on a national securities exchange, among other

conditions, as more fully described in the business combination agreement filed with the SEC on June 12, 2026.

Buyers of the Company’s

public shares, whether under “GRAF” now or “TONT” after July 27, 2026, will retain the right, at their discretion,

to redeem those shares for cash in connection with the business combination at a redemption price equal to the per share amount held in

the Company’s trust account, or they can hold their shares through closing and own the surviving BIG3 shares. Further information

about your redemption rights will be set forth in the S-4 registration statement to be filed by the parties in connection with the business

combination. All public shareholders have such redemption rights and are free to trade their shares before or after the ticker symbol

change. As of July 16, 2026, the cash value per share available for redemptions was approximately $10.86, which amount is expected to

continue to accrue interest until the redemption date to be set in connection with the business combination closing.

No action is required by existing shareholders in connection with the

ticker symbol changes. The Company's Class A ordinary shares, units and warrants will continue to be listed on NYSE American as “GRAF”,

“GRAF U” and “GRAF WS” until the ticker symbols change to “TONT”, “TONT U” and “TONT

WS” respectively, on July 27, 2026, and the CUSIP numbers for the securities will remain unchanged.

About

BIG3

Founded

in 2017, BIG3 is the brainchild of producer, actor, and music legend Ice Cube and entertainment executive Jeffrey Kwatinetz, who shared

a vision of a player-centric league focused on entertainment and innovation. The BIG3 is a league with no garbage minutes, where trash

talk is allowed, defense is emphasized, fast-paced action, and where every point – whether it's a 4-point or 3-point shot –

counts.

The

league has led the sports industry in diversity and opportunity, becoming the first professional sports league to implement a mental

health policy, favor CBD as a pain management alternative to opioids, enlist female coaches of men, and appoint a black Commissioner

in Hall of Famer Clyde Drexler. The inaugural CEO was the legendary Raiders executive Amy Trask. In 2024, BIG3 co-founder and current

CEO Ice Cube was honored at the Naismith Basketball Hall of Fame in Springfield, where he received the inaugural Ice Cube Impact Award,

acknowledging individuals making substantial contributions to their community, the first non-player to be recognized. Founders Ice Cube

and Jeffrey Kwatinetz are missioned to better society as BIG3 pursues business success while also helping to break down stereotypes,

promote diversity in sports, create opportunities for black, brown, and female athletes beyond the court, and support basketball communities

overall.

About Graf Global Corp.

Founded by serial SPAC sponsor and director James Graf, Graf Global

Corp. was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business

combination with one or more businesses.

Forward-Looking Statements

This press release contains certain forward-looking statements within

the meaning of the U.S. federal securities laws with respect to the Company, BIG3, and the proposed business combination, including expectations,

hopes, beliefs, intentions, plans, prospects, or strategies regarding the parties, the proposed business combination, and statements regarding

the anticipated benefits and timing of the completion of the proposed business combination and the anticipated benefits and timing of

completion of the ticker symbol change. These forward-looking statements generally are identified by the words “anticipation,”

“expected,” “will,” “continuing” and similar expressions; but this press release may include other

forward-looking information that is not preceded by any of the foregoing words. In addition, any statements that refer to projections,

forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

Forward-looking statements are predictions, projections and other statements

about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.

Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including,

but not limited to: uncertainties as to the timing of the proposed business combination; the risk that the proposed business combination

may not be completed in a timely manner or at all; the risk that the proposed business combination may not be completed by the Company’s

business combination deadline; the failure by the parties to satisfy the conditions to the consummation of the proposed business combination,

including the approval of the Company’s shareholders; the risk that the announcement and pendency of the proposed business combination

could have adverse effects on the market price of the Company’s securities, including if the proposed business combination is not

consummated; the occurrence of any event, change or other circumstance that could give rise to the termination of the negotiations or

definitive agreements related to the proposed business combination; changes to the proposed structure of the business combination that

may be required or appropriate as a result of applicable laws or regulations; the failure of the combined company to obtain or maintain

the listing of its securities on a national securities exchange after the closing of the proposed business combination; costs related

to the proposed business combination; changes in business, market, financial, political and regulatory conditions; the effect of the announcement

or pendency of the proposed business combination on BIG3’s ability to retain and hire key personnel, to maintain relationships with

business partners, or its operating results and business generally; risks related to diverting BIG3’s management’s attention

from BIG3’s ongoing business operations; risks related to increased competition in the industries in which BIG3 will operate; risks

that after consummation of the proposed business combination, BIG3 experiences difficulties managing its growth, expanding operations,

or executing its strategies; the risk that the expected benefits of the proposed business combination are not realized when and as expected;

the outcome of any potential legal proceedings that may be instituted against the Parties or others following announcement of the proposed

business combination; and those risk factors discussed in documents of the Company, BIG3, or the combined company filed, or to be filed,

with the Securities and Exchange Commission (“SEC”).

No Offer or Solicitation

This press release does not constitute (i) a solicitation of a proxy,

consent or authorization with respect to any securities or in respect of the proposed business combination or (ii) an offer to sell, a

solicitation of an offer to buy or a recommendation to purchase any security of the Company, BIG3, the combined company, GRAF or any of

their respective affiliates. No such offering of securities shall be made except by means of a prospectus meeting the requirements of

the Securities Act of 1933, as amended, or an exemption therefrom.

Additional Information about the Business Combination and Where

to Find It

In connection with the proposed business combination, the parties intend

to file relevant materials with the SEC, including a registration statement on Form S-4 that Halfcourt HoldCo, Inc.(“PubCo”)

and BIG3 intend to file in connection with the proposed business combination (the “Registration Statement”), and after the

Registration Statement is declared effective, the Company will mail the proxy statement included therein to holders of the Company’s

ordinary shares in connection with the Company’s solicitation of proxies for the vote of the Company’s shareholders with respect

to the proposed business combination.

This press release is not a substitute for the Registration Statement

or any other document that may be filed by the parties with the SEC. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT

DOCUMENTS FILED BY EACH OF THE PARTIES WITH THE SEC IN CONNECTION WITH THE TRANSACTION, INCLUDING THE REGISTRATION STATEMENT (WHEN THEY

ARE AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES AND THE TRANSACTION AND RELATED MATTERS.

Investors and shareholders are or will be able to obtain these documents (when they are available) free of charge from the SEC’s

website at www.sec.gov.

Participants in the Solicitation

The Company, BIG3, PubCo, and their respective directors, managers

and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies of the Company’s shareholders

in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the

names and interests of the Company’s directors and officers in the proposed business combination in the Company’s filings

with the SEC, including the Company’s Annual Report filed on Form 10-K under the headings “Directors, Executive Officers and

Corporate Governance”, “Executive Compensation”, “Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters” and “Certain Relationships and Related Transactions, and Director Independence”, which

is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1897463/000110465926058645/tmb-20251231x10k.htm. Information

regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of the Company’s shareholders

in connection with the proposed business combination will be set forth in the Registration Statement, which is expected be filed by PubCo

and BIG3 with the SEC. Investors, shareholders and other interested persons are urged to read the proxy statement/prospectus included

therein and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because

they will contain important information about the proposed business combination. Investors, shareholders and other interested persons

will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about the parties

through the website maintained by the SEC at www.sec.gov.

Contacts

Media:

Andrew Bard

DKC

(917) 628-8070

Andrew_Bard@dkcnews.com

Investor:

James Graf

Chief Executive Officer, Chief Financial Officer and Director

Graf Global Corp.

(310) 745-8669

james@grafacq.com

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-Number 7A

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-Subsection 2

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

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