Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our Units, Class A Ordinary Shares, and Public Warrants are listed on the NYSE American under the symbols “GRAF.U,” “GRAF” and “GRAF WS”, respectively.
Holders
As of May 11, 2026, there was 1 holder of record of our Units, 1 holder of record of our Class A Ordinary Shares, 4 holders of record of our Class B Ordinary Shares, and 3 holders of record of our warrants.
Dividends
We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of an initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions subsequent to completion of an initial Business Combination. The payment of any cash dividends subsequent to an initial Business Combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Securities Authorized for Issuance under Equity Compensation Plans
None.
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Recent Sales of Unregistered Securities and Use of Proceeds from Registered Offerings
Unregistered Sales
In November 2021, Graf Global Sponsor LLC, our Sponsor, purchased an aggregate of 7,187,500 of our Class B Ordinary Shares in exchange for a capital contribution of $25,000 at an average purchase price of approximately $0.003 per share. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On February 8, 2024, our Sponsor surrendered 1,437,500 Founder Shares for no consideration, resulting in our Sponsor holding 5,750,000 Founder Shares. All share and per-share amounts have been retroactively restated to reflect the share capitalization. The number of Founder Shares outstanding was determined based on the expectation that the total size of the initial public offering would be a maximum of 23,000,000 Units if the underwriters’ over-allotment option was exercised in full and therefore that such Founder Shares would represent 20% of the outstanding shares after the initial public offering.
Our Sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Each of the equity holders in our Sponsor is an accredited investor under Rule 501 of Regulation D. The sole business of our Sponsor is to act as the company’s Sponsor in connection with the initial public offering. The limited liability company agreement of our Sponsor provides that its membership interests may only be transferred to our officers or directors or other persons affiliated with our Sponsor, or in connection with estate planning transfers.
Our Sponsor and Cantor have purchased an aggregate of 6,000,000 Private Placement Warrants for an aggregate purchase price of $6,000,000 or $1.00 per warrant. Of those 6,000,000 Private Placement Warrants, our Sponsor purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants.
This purchase took place on a private placement basis simultaneously with the completion of our initial public offering. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid with respect to such sales.
Use of Proceeds
On June 25, 2024, our registration statement on Form S-1 (File No. 333-279889) was declared effective by the SEC for our initial public offering in which we sold an aggregate of 23,000,000 Units at an offering price of $10.00 per Unit, including 3,000,000 Units as a result of the underwriters’ full exercise of its over-allotment option, generating gross proceeds of $230,000,000.
Transaction costs amounted to $14,455,519, consisting of $4,000,000 of cash underwriting fees, $9,800,000 of deferred underwriting fees payable upon the consummation of our initial Business Combination, and $655,519 of other offering costs.
Of the net proceeds from the initial public offering and simultaneous private placement, $230,000,000 was deposited into the Trust Account, and $1,160,185 was available for working capital. There has been no material change in the planned use of proceeds from our Public Offering as described in our final prospectus dated June 25, 2024, which was filed with the SEC.
As of December 31, 2025, after giving effect to our initial public offering and our operations subsequent thereto, approximately $245,609,352 was held in the Trust Account (including $15,609,352 of interest income).
Item 6. [Reserved]
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.