Form 8-K

8-K — Graf Global Corp.

Accession: 0001104659-26-046884

Filed: 2026-04-22

Period: 2026-04-16

CIK: 0001897463

SIC: 6770 (BLANK CHECKS)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2612395d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2612395d1_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): April 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)

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

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:

¨ 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))

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 3.01 Notice of Delisting or Failure to Satisfy a Continued

Listing Rule or Standard; Transfer of Listing.

As previously disclosed in the Form 12b-25 filed

on April 1, 2026 by Graf Global Corp., a Cayman Islands exempted company (the “Company”), the Company requires additional

time to file its Annual Report on Form 10-K as of and for the year ended December 31, 2025 (the “Annual Report”) with the

Securities and Exchange Commission (the “SEC”).

On April 16, 2026, the Company received a notice

(the “Notice”) from the NYSE Regulation staff of the NYSE American LLC (the “NYSE American”) stating that the

Company is not in compliance with Section 1007 of the NYSE American Company Guide (the “Rule”) because it has not timely filed

its Annual Report with the SEC. The Rule requires listed companies to timely file all required periodic financial reports with the SEC.

The Notice has no immediate effect on the listing or trading of the Company’s securities. However, if the Company fails to timely

regain compliance with the Rule, the Company’s securities will be subject to delisting from the NYSE American.

Under NYSE American listing standards, the Company

automatically has a period of six months from the due date of the Annual Report to cure the filing delinquency by filing the Annual Report.

If the Company fails to file the Annual Report within such six-month period, it can submit a request to the NYSE American to allow the

Company’s securities to continue to trade on the NYSE American for up to a further six months. However, there can be no assurance

that the NYSE American will accept the Company’s request or that the Company will be able to regain compliance within any extension

period granted by the NYSE American. The NYSE American may commence delisting procedures at any time during the period that is available

to the Company to complete the filing, if circumstances warrant.

The Company is working diligently to complete

its Annual Report. The Company intends to file the Annual Report as soon as practicable to regain compliance with the Rule.

Item 7.01 Regulation FD

On April 22, 2026, the Company issued a press

release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein

by reference.

The information in this Item 7.01, including Exhibit

99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated

by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general

incorporation language in such filings.

Forward-Looking Statements

This Current Report on Form 8-K and the exhibit

hereto include “forward-looking statements”. Certain of these forward-looking statements can be identified by the use of words

such as “intends”, “may”, “will” or other similar expressions. These forward-looking statements are

based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown

risks, uncertainties and other important factors that may cause actual future events, results or achievements to be materially different

from the Company’s expectations expressed or implied by the forward-looking statements. Such factors include, but are not limited

to: the preparation of the Company’s financial statements for the year ended December 31, 2025, and the risk that such preparation

takes longer than anticipated; the Company’s ability to regain and maintain compliance with the requirements of the NYSE American;

adverse effects on the Company’s business related to the disclosures made in this Current Report on Form 8-K or the exhibit hereto,

or the initiation of new legal proceedings; and volatility of the Company’s stock price; as well as the business, financial, and

accounting risks and the other important risk factors discussed under the caption “Risk Factors” in the Company’s Annual

Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 13, 2025, and the Company’s other filings

with the SEC. These forward-looking statements speak only as of the date of this Current Report on Form 8-K and are based on information

available to the Company as of the date of this Current Report on Form 8-K, and the Company assumes no obligation to update any forward-looking

statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to put undue reliance on forward-looking

statements.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release, dated April 22, 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 and Chief Financial Officer

Dated: April 22, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2612395d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

GRAF GLOBAL CORP. RECEIVES NYSE AMERICAN NOTICE

REGARDING DELAYED FORM 10-K FILING

THE WOODLANDS, TX, April 22, 2026 – Graf

Global Corp. (NYSE American: GRAF) (the “Company”) announced today that it received a notice on April 16, 2026, from the NYSE

American LLC stating that the Company is not in compliance with Section 1007 of the NYSE American Company Guide (the “Rule”)

because it has not timely filed its Annual Report on Form 10-K as of and for the year ended December 31, 2025 (the “Annual Report”)

with the Securities and Exchange Commission (the “SEC”). The Notice has no immediate effect on the listing or trading of the

Company’s securities. However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will

be subject to delisting.

The Company intends to file the Annual Report

as soon as practicable to regain compliance with the Rule.

About Graf Global Corp.

Graf Global Corp. is a blank check company whose

business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination

with one or more businesses.

Cautionary Note Regarding Forward-Looking Statements

This press release includes “forward-looking

statements”. These forward-looking statements are based on management’s current expectations. These statements are neither

promises nor guarantees, but involve known and unknown risks and uncertainties that may cause actual future results to be materially different

from the Company’s expectations. Such factors include, but are not limited to: the risk that such preparation of the Company’s

Annual Report takes longer than anticipated; the Company’s ability to regain and maintain compliance with the requirements of the

NYSE American; adverse effects on the Company’s business related to the disclosures made in this press release, or the initiation

of new legal proceedings; and volatility of the Company’s stock price; as well as the risks discussed under the caption “Risk

Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 13

2025, and the Company’s other filings with the SEC. These forward-looking statements speak only as of the date of this press release,

and the Company assumes no obligation to update any forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking

statements.

Contact:

James Graf

Chief Executive Officer, Chief Financial Officer and Director

Graf Global Corp.

james@grafacq.com

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