Graf Global Corp.

DEF 14A 1 tm2615987d2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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1790 Hughes Landing Blvd., Suite 400

The Woodlands, Texas 77380

**NOTICE OF EXTRAORDINARY GENERAL MEETING

OF SHAREHOLDERS TO BE HELD ON JUNE 26, 2026

TO THE SHAREHOLDERS OF GRAF GLOBAL CORP.:

You are cordially invited to attend the extraordinary general meeting (“Extraordinary General Meeting”) of shareholders of Graf Global Corp. (“we”, “us”, “our” or the “Company”), to be held at 10:00 a.m. Eastern Time on June 26, 2026 at the offices of White & Case LLP, our legal counsel, at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast at https://www.cstproxy.com/grafglobalcorp/2026, or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be adjourned.

The Extraordinary General Meeting will be conducted via live webcast, but the physical location of the Extraordinary General Meeting will remain at the location specified above for the purposes of our Articles (as defined below). You will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General Meeting by visiting https://www.cstproxy.com/grafglobalcorp/2026.

Even if you plan to attend the Extraordinary General Meeting online, please promptly submit your proxy vote by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope, so that your shares will be represented at the Extraordinary General Meeting. Voting instructions are included in the proxy materials provided for the Extraordinary General Meeting. Again, even if you plan to attend the Extraordinary General Meeting online, it is strongly recommended that you complete and return your proxy card before the Extraordinary General Meeting date to ensure that your shares will be represented at the Extraordinary General Meeting.

The accompanying proxy statement (the “Proxy Statement”) and proxy card are dated June 8, 2026, and are first being mailed to shareholders of the Company on or about June 8, 2026.

The sole purpose of the Extraordinary General Meeting is to consider and vote upon the following two proposals:

Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. The Extension Amendment Proposal and Adjournment Proposal are not conditioned on the approval of any other proposal.

The purpose of the Extension Amendment Proposal is to allow us additional time to identify and complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (an “initial business combination”). The Company’s prospectus for its initial public offering (“IPO”) and its Articles currently provide that the Company has until June 27, 2026 (the “Current Outside Date”) to complete an initial business combination.

Our Board has determined that there will not be sufficient time before the Current Outside Date to complete an initial business combination. Given our commitment of time, effort and financial resources to date with respect to identifying a business combination target, circumstances warrant providing shareholders with additional time and opportunity to consider an initial business combination. Accordingly, our Board believes that it is appropriate to obtain the Extension. However, even if the Extension Amendment Proposal is approved and the Extension is implemented, there is no assurance that the Company will be able to identify and complete an initial business combination by the Extended Date, given the actions that must occur prior to closing of such a business combination.

The purpose of the Adjournment Proposal, if adopted, is to allow our Board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, or to provide additional time to effectuate the Extension. The Adjournment Proposal will only be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.

If the Extension Amendment Proposal is approved by the requisite vote of shareholders, and if the Extension is implemented, the shareholders (“Public Shareholders”) holding the Company’s Class A ordinary shares, par value $0.0001 per share, initially issued as part of the units sold in the Company’s IPO (the “Units”, and with respect to the Class A Ordinary Shares included in the Units sold, the “Public Shares”) may elect to redeem their Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established by the Company in connection with its IPO (the “Trust Account”), including any interest earned on the Trust Account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, regardless of whether such Public Shareholders abstain, vote for, or vote against the Extension Amendment Proposal and regardless of whether they hold Public Shares on the Record Date (as defined below) established in connection with the Extraordinary General Meeting. If the Extension is implemented, the remaining Public Shareholders will retain the opportunity to have their Public Shares redeemed in conjunction with the consummation of our initial business combination, subject to any limitations set forth in our Articles, as amended. In addition, Public Shareholders who do not elect to redeem their shares in connection with the Extension would be entitled to have their Public Shares redeemed for cash if the Company has not completed an initial business combination by the Extended Date.

TO EXERCISE YOUR REDEMPTION RIGHTS WITH RESPECT TO ALL OR A PORTION OF YOUR PUBLIC SHARES, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. EASTERN TIME ON JUNE 24, 2026, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT ALL OR A PORTION OF YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE PORTION OF SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER THOSE OF YOUR ORDINARY SHARES BEING REDEEMED TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

The Company anticipates that the per-share price at which Public Shares will be redeemed from distributable cash held in the Trust Account will be approximately $10.83 at the time of the Extraordinary General Meeting, which is the amount on deposit in the Trust Account as of June 1, 2026, including interest (net of taxes payable), divided by the number of Public Shares. The closing price of the Company’s Class A Ordinary Shares on June 1, 2026, the Record Date of the Extraordinary General Meeting, was $10.83. Accordingly, if the market price were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a Public Shareholder receiving the same amount as if such shareholder sold the Public Shares in the open market. The Company cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Company’s securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables its Public Shareholders to determine whether to keep their investments for an additional period of time if the Company does not complete an initial business combination on or before the Current Outside Date.

Subject to applicable securities laws (including with respect to material nonpublic information), Graf Global Sponsor LLC (the “Sponsor”), our officers and directors (together with the Sponsor, the “Graf Insiders”) or their affiliates may (i) purchase Public Shares from institutional and other investors (including those who elect to redeem, or indicate an intention to redeem, Public Shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their Public Shares, or (iii) execute agreements to purchase such Public Shares from such investors or enter into non-redemption agreements. In the event that such persons purchase Public Shares in situations in which the tender offer rules restrictions on purchases would apply, they would (a) purchase the Public Shares at a price no higher than the price offered through the Company’s redemption process (i.e., approximately $10.83 per share, based on the amounts held in the Trust Account as of June 1, 2026); (b) represent in writing that such Public Shares will not be voted in favor of approving any of the foregoing proposals; and (c) waive in writing any redemption rights with respect to the Public Shares so purchased. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions.

If the Extension Amendment Proposal is not approved or the Extension is not implemented and we do not consummate an initial business combination by June 27, 2026, as contemplated by our IPO prospectus and in accordance with our Articles, we will redeem 100% of the Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (which interest shall be net of taxes payable and up to $100,000 of interest income to pay liquidation expenses), divided by the number of then issued and outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the Graf Insiders will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares (as defined below).

If the Extension Amendment Proposal is approved, the Company, pursuant to the terms of the Investment Management Trust Agreement, dated June 25, 2024, by and between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”), will (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the number of Public Shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, and (ii) deliver to the holders of such redeemed Public Shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete an initial business combination on or before the Extended Date. The remaining holders of Public Shares will retain the opportunity to have their retained Public Shares redeemed in conjunction with the consummation of an initial business combination or our liquidation following the Extended Date, subject to any limitations set forth in our Articles, as amended.

Approval of the Extension Amendment Proposal requires a special resolution under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) being the affirmative vote of at least two thirds (2/3) majority of the votes cast by such holders of the issued and outstanding Class A ordinary shares, par value $ 0.0001 per share (the “Class A Ordinary Shares”) and Class B ordinary shares, par value $ 0.0001 per share (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”), voting together as a single class, as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Graf Insiders own an aggregate of 5,750,000 Class B Ordinary Shares (the “Founder Shares”). As of the date of this Proxy Statement, the Founder Shares represent 20% of the Company’s outstanding Ordinary Shares. Accordingly, in addition to the Founder Shares, the Company will need 13,416,667 Public Shares, or 46.67% of the outstanding Ordinary Shares, if all Ordinary Shares are present at the Extraordinary General Meeting, and the affirmative vote of 638,889 Public Shares, or 2.22% of the outstanding Ordinary Shares, if only such shares as are required to establish a minimum quorum are present at the Extraordinary General Meeting, to vote in favor of the Extension Amendment Proposal to approve the proposal.

Approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. Accordingly, in addition to the Founder Shares, the Company will need 8,625,001 Public Shares, or 30.00% of the outstanding Ordinary Shares, if all Ordinary Shares are present at the Extraordinary General Meeting, and the Company will not require the affirmative vote of any Public Shares if only such shares as are required to establish a minimum quorum are present at the Extraordinary General Meeting, to vote in favor of the Adjournment Proposal to approve such proposal.

Our Board has fixed the close of business on June 1, 2026 (the “Record Date”) as the date for determining the Company shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of the Company’s Ordinary Shares on the Record Date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. A complete list of shareholders of record entitled to vote at the Extraordinary General Meeting will be available for ten days before the Extraordinary General Meeting at the Company’s principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Extraordinary General Meeting.

You are not being asked to vote on any initial business combination at this time. If the Extension is implemented and you do not elect to redeem all your Public Shares, you will retain the right to vote on any such business combination when and if it is submitted to shareholders (provided that you are a shareholder on the applicable record date) and the right to redeem your remaining Public Shares for cash in the event an initial business combination is approved and completed or in the event we have not consummated an initial business combination by the Extended Date. There is no guarantee that we will be able to complete an initial business combination before the Extended Date.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, and, if presented, the Adjournment Proposal, are advisable and recommends that you vote or give instruction to vote “FOR” such proposals. Our Board expresses no opinion as to whether you should redeem any of your Public Shares.

Under the Articles and Cayman Islands law, no other business may be transacted at the Extraordinary General Meeting.

The Graf Insiders have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership of Founder Shares and private placement warrants, in particular the fact that, if an initial business combination is completed, the Graf Insiders are likely to be able to make a substantial profit on their investment in us even at a time when the Ordinary Shares has lost significant value, while, if the Extension Amendment Proposal is not approved and the Company liquidates without completing an initial business combination before June 27, 2026, the Graf Insiders will lose their entire investment in us. See the section entitled “Extraordinary General Meeting of Shareholders — Interests of the Graf Insiders” in the accompanying Proxy Statement for more information.

Enclosed is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Adjournment Proposal and the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, we urge you to read this material carefully and vote your shares.

June 8, 2026

By Order of the Board

/s/ James A. Graf

James A. Graf

Chief Executive Officer and Chief Financial Officer

Your vote is important. If you are a shareholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Extraordinary General Meeting. If you are a shareholder of record, you may also cast your vote online at the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on June 26, 2026: This notice of meeting and the accompanying Proxy Statement are available at https://www.cstproxy.com/grafglobalcorp/2026.

1790 Hughes Landing Blvd., Suite 400

The Woodlands, Texas 77380

**PROXY STATEMENT FOR THE EXTRAORDINARY

GENERAL MEETING OF SHAREHOLDERS TO BE

HELD ON JUNE 26, 2026

The extraordinary general meeting (“Extraordinary General Meeting”) of shareholders of Graf Global Corp. (“we”, “us”, “our” or the “Company”) will be held at 10:00 a.m. Eastern Time on June 26, 2026, at the offices of White & Case LLP, our legal counsel, at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast at https://www.cstproxy.com/grafglobalcorp/2026, or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be adjourned. You will be able to attend, vote your shares, and submit questions during the Extraordinary General Meeting via a live webcast available at https://www.cstproxy.com/grafglobalcorp/2026. The Extraordinary General Meeting will be held for the sole purpose of considering and voting upon the following two proposals:

Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in this Proxy Statement. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. The Extension Amendment Proposal and Adjournment Proposal are not conditioned on the approval of any other proposal.

The purpose of the Extension Amendment Proposal is to allow us additional time to identify and complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses or entities (an “initial business combination”). The Company’s prospectus for its initial public offering (“IPO”) and its Articles currently provide that the Company has until June 27, 2026 (the “Current Outside Date”) to complete an initial business combination.

Our Board has determined that there will not be sufficient time before the Current Outside Date to complete an initial business combination. Given our commitment of time, effort and financial resources to date with respect to identifying a business combination target, circumstances warrant providing shareholders with additional time and opportunity to consider an initial business combination. Accordingly, our Board believes that it is appropriate to obtain the Extension. However, even if the Extension Amendment Proposal is approved and the Extension is implemented, there is no assurance that the Company will be able to identify and complete an initial business combination by the Extended Date, given the actions that must occur prior to closing of such a business combination.

The purpose of the Adjournment Proposal, if adopted, is to allow our Board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal, or to provide additional time to effectuate the Extension. The Adjournment Proposal will only be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.

If the Extension Amendment Proposal is approved by the requisite vote of shareholders, and if the Extension is implemented, the shareholders (“Public Shareholders”) holding the Company’s Class A ordinary shares, par value $0.0001 per share, initially issued as part of the units sold in the Company’s IPO (the “Units”, and with respect to the Class A Ordinary Shares included in the Units sold, the “Public Shares”) may elect to redeem their Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established by the Company in connection with its IPO (the “Trust Account”), including any interest earned on the Trust Account deposits (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, regardless of whether such Public Shareholders abstain, vote for, or vote against the Extension Amendment Proposal and regardless of whether they hold Public Shares on the Record Date (as defined below) established in connection with the Extraordinary General Meeting. If the Extension is implemented, the remaining Public Shareholders will retain the opportunity to have their Public Shares redeemed in conjunction with the consummation of our initial business combination, subject to any limitations set forth in our Articles, as amended. In addition, Public Shareholders who do not elect to redeem their shares in connection with the Extension would be entitled to have their Public Shares redeemed for cash if the Company has not completed an initial business combination by the Extended Date.

TO EXERCISE YOUR REDEMPTION RIGHTS WITH RESPECT TO ALL OR A PORTION OF YOUR PUBLIC SHARES, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. EASTERN TIME ON JUNE 24, 2026, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT ALL OR A PORTION OF YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE PORTION OF SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER THOSE OF YOUR ORDINARY SHARES BEING REDEEMED TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

The Company anticipates that the per-share price at which Public Shares will be redeemed from distributable cash held in the Trust Account will be approximately $10.83 at the time of the Extraordinary General Meeting, which is the amount on deposit in the Trust Account as of June 1, 2026, including interest (net of taxes payable), divided by the number of Public Shares. The closing price of the Company’s Class A Ordinary Shares on June 1, 2026, the Record Date of the Extraordinary General Meeting, was $10.83. Accordingly, if the market price were to remain the same until the date of the Extraordinary General Meeting, exercising redemption rights would result in a Public Shareholder receiving the same amount as if such shareholder sold the Public Shares in the open market. The Company cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Company’s securities when such shareholders wish to sell their shares. The Company believes that such redemption right enables its Public Shareholders to determine whether to keep their investments for an additional period of time if the Company does not complete an initial business combination on or before the Current Outside Date.

Subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, initial shareholders, directors, executive officers, advisors or their affiliates may (i) purchase Public Shares from institutional and other investors (including those who elect to redeem, or indicate an intention to redeem, Public Shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their Public Shares, or (iii) execute agreements to purchase such Public Shares from such investors or enter into non-redemption agreements. In the event that such persons purchase Public Shares in situations in which the tender offer rules restrictions on purchases would apply, they would (a) purchase the Public Shares at a price no higher than the price offered through the Company’s redemption process (i.e., approximately $10.83 per share, based on the amounts held in the Trust Account as of June 1, 2026); (b) represent in writing that such Public Shares will not be voted in favor of approving any of the foregoing proposals; and (c) waive in writing any redemption rights with respect to the Public Shares so purchased. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions.

If the Extension Amendment Proposal is not approved or the Extension is not implemented and we do not consummate an initial business combination by June 27, 2026, as contemplated by our IPO prospectus and in accordance with our Articles, we will redeem 100% of the Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (which interest shall be net of taxes payable and up to $100,000 of interest income to pay liquidation expenses), divided by the number of then issued and outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsor and our officers and directors (together with the Sponsor, the “Graf Insiders”) will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares (as defined below).

If the Extension Amendment Proposal is approved, the Company, pursuant to the terms of the Investment Management Trust Agreement, dated June 25, 2024, by and between the Company and Continental Stock Transfer & Trust Company (the “Trust Agreement”), will (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the number of Public Shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, and (ii) deliver to the holders of such redeemed Public Shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete an initial business combination on or before the Extended Date. The remaining holders of Public Shares will retain the opportunity to have their retained Public Shares redeemed in conjunction with the consummation of an initial business combination or our liquidation following the Extended Date, subject to any limitations set forth in our Articles, as amended.

Approval of the Extension Amendment Proposal requires a special resolution under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) being the affirmative vote of at least two thirds (2/3) majority of the votes cast by such holders of the issued and outstanding Class A ordinary shares, par value $ 0.0001 per share (the “Class A Ordinary Shares”) and Class B ordinary shares, par value $ 0.0001 per share (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”), voting together as a single class, as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Graf Insiders own an aggregate of 5,750,000 Class B Ordinary Shares (the “Founder Shares”). As of the date of this Proxy Statement, the Founder Shares represent 20% of the Company’s outstanding Ordinary Shares. Accordingly, in addition to the Founder Shares, the Company will need 13,416,667 Public Shares, or 46.67% of the outstanding Ordinary Shares, if all Ordinary Shares are present at the Extraordinary General Meeting, and the affirmative vote of 638,889 Public Shares, or 2.22% of the outstanding Ordinary Shares, if only such shares as are required to establish a minimum quorum are present at the Extraordinary General Meeting, to vote in favor of the Extension Amendment Proposal to approve the proposal.

Approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. Accordingly, in addition to the Founder Shares, the Company will need 8,625,001 Public Shares, or 30.00% of the outstanding Ordinary Shares, if all Ordinary Shares are present at the Extraordinary General Meeting, and the Company will not require the affirmative vote of any Public Shares if only such shares as are required to establish a minimum quorum are present at the Extraordinary General Meeting, to vote in favor of the Adjournment Proposal to approve such proposal.

Our Board has fixed the close of business on June 1, 2026 (the “Record Date”) as the date for determining the Company shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of the Company’s Ordinary Shares on the Record Date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. A complete list of shareholders of record entitled to vote at the Extraordinary General Meeting will be available for ten days before the Extraordinary General Meeting at the Company’s principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Extraordinary General Meeting.

You are not being asked to vote on any initial business combination at this time. If the Extension is implemented and you do not elect to redeem all your Public Shares, you will retain the right to vote on any such business combination when and if it is submitted to shareholders (provided that you are a shareholder on the applicable record date) and the right to redeem your remaining Public Shares for cash in the event an initial business combination is approved and completed or in the event we have not consummated an initial business combination by the Extended Date. There is no guarantee that we will be able to complete an initial business combination before the Extended Date.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, and, if presented, the Adjournment Proposal, are advisable and recommends that you vote or give instruction to vote “FOR” such proposals. Our Board expresses no opinion as to whether you should redeem any of your Public Shares.

The Graf Insiders have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership of Founder Shares and private placement warrants, in particular the fact that, if an initial business combination is completed, the Graf Insiders are likely to be able to make a substantial profit on their investment in us even at a time when the Ordinary Shares has lost significant value, while, if the Extension Amendment Proposal is not approved and the Company liquidates without completing an initial business combination before June 27, 2026, the Graf Insiders will lose their entire investment in us. See the section entitled “Extraordinary General Meeting of Shareholders — Interests of the Graf Insiders” in this Proxy Statement for more information.

This Proxy Statement contains important information about the Extraordinary General Meeting and the proposals. Please read it carefully and vote your shares.

We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Alliance Advisors, LLC (“Alliance”) to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay Alliance a fee of $17,500. We will also reimburse Alliance for reasonable out-of-pocket expenses and disbursements and will indemnify Alliance and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial business combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate any such business combination.

This Proxy Statement is dated June 8, 2026 and is first being mailed to the Company’s shareholders on or about June 8, 2026.

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