Graf Global Corp.
For the period ended Oct 22, 2026. Filed Oct 22, 2026.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Oct 22, 2026 · Filed Oct 22, 2026
Contents
EX-99.1 · APPENDIX
APPENDIX
MICHAEL BEASLEY (MIAMI 305) § 11-year NBA career after being drafted #2 overall in the 2008 NBA Draft (Kansas State) § 2024 BIG3 MVP (21.3 PPG and 6.3 RPG) § 775K followers on Instagram COREY BREWER (DETROIT AMPLIFIERS) § 13-year NBA career after being drafted #7 overall in the 2007 NBA Draft (Florida) § 2x NCAA champion (2006, 2007) § 2024 BIG3 champ & Defensive Player of Year JOE JOHNSON (DETROIT AMPLIFIERS) § 18-year NBA career after being drafted #10 overall in the 2001 NBA Draft (Arkansas) § 7x NBA All-Star with over 20,000 career points § 3x BIG3 MVP and 2019 BIG3 champion LEANDRO BARBOSA (CHICAGO TRIPLETS) § 14-year NBA career after being drafted #28 overall in the 2003 NBA Draft (Brazil) § NBA Champion (2015) with GS Warriors § NBA Sixth Man of the Year (2007) LANCE STEPHENSON (MIAMI 305) § 10-year NBA career after being drafted #40 overall in the 2010 NBA Draft (Cincinnati) § Former McDonald’s All-American (2009) and Mr. New York Basketball (2009) DWIGHT HOWARD (LOS ANGELES RIOT) § 18-year NBA career after being drafted #1 overall in 2004 NBA Draft § 8x NBA All-Star, 3x NBA Defensive Player of the Year, 1x NBA champion (2020 with Lakers) § Olympic Gold Medal MONTREZL HARRELL (CHICAGO TRIPLETS) § 8-year NBA career after being drafted #32 overall in the 2015 NBA Draft (Louisville) § NBA Sixth Man of the Year (2020) NASIR CORE (DETROIT AMPLIFIERS) § Former HBCU Student-Athlete at Florida A&M § 2024 BIG3 Rookie of the Year and 4th Man of the Year (Averaged 9.6 PPG and 3.4 RPG) § YouTube Content Creator & Hoops Influencer ALL STAR grOUp Of cUrrent plAYers 32
RICK MAHORN (DETROIT AMPLIFIERS) § 18-year NBA career, most notably with the Detroit Pistons as part of the “Bad Boys” (NBA Champion in 1989) § Current radio analyst for the Detroit Pistons NICK “SWAGGY P” YOUNG (LA RIOT) § 12-year NBA career after being drafted #16 overall in the 2007 NBA Draft (1x NBA champ) § Born and raised in Los Angeles and starred at the University of Southern California MICHAEL COOPER (MIAMI 305) § Former 5x NBA champion (Los Angeles Lakers) and 1x NBA Defensive Player of the Year § 2x WNBA champion as the head coach of the Los Angeles Sparks (2001, 2002) CALVIN MURPHY (HOUSTON RIG HANDS) § 13-year NBA career (17.9 PPG) with the Houston Rockets, who retired his number in ‘84 § Current TV analyst for local Rockets broadcasts on Space City Home Network STEPHEN JACKSON (DMV TRILOGY) § 14-year NBA career after being drafted #42 overall out of H.S. in the 1997 NBA Draft § Co-Founder of All the Smoke Productions and co-host of the All the Smoke Podcast NANCY LIEBERMAN (DALLAS POWER) § Pioneer in women’s basketball as one of the greatest players and coaches in history § First woman to coach a pro men’s basketball team (Texas Legends in NBA D-League, 2009) GARY PAYTON (BOSTON BALLHOGS) § Former 9x NBA All-Star, 2x All-NBA First Team, and 9x NBA All-Defensive First Team § BIG3 head coach since the league’s inception in 2017 (won title in 2024 with Bivouac) LED BY LEGENDARY COACHES JULIUS “DR. J” ERVING (CHICAGO TRIPLETS) § Former 11x NBA All-Star, 5x All-NBA First Team, 3x NBA/ABA Champion, and 4x NBA/ABA MVP § Widely regarded as one of the greatest and most influential players in basketball history 33
FOUNDATION BUilt by PAst stArs AMAR'E STOUDEMIRE (TRI-STATE) § 14-year NBA career after being drafted #9 overall in the 2002 NBA Draft § 6x NBA All-Star, 2003 NBA Rookie of the Year ALLEN IVERSON (3'S COMPANY) § 14-year NBA career after being drafted #1 overall in the 1996 NBA Draft § NBA MVP (2001), 11x NBA All-Star, Hall of Fame inductee (2016) GILBERT ARENAS (ENEMIES) § 10-year NBA career after being drafted #31 overall in the 2001 NBA Draft § 3x NBA All-Star, career 20.7 PPG JERMAINE O'NEAL (TRI-STATE) § 18-year NBA career after being drafted #17 overall in the 1996 NBA Draft § 6x NBA All-Star, 2002 Most Improved Player Award METTA WORLD PEACE (KILLER 3'S) § 18-year NBA career after being drafted #16 overall in the 1999 NBA Draft § 2010 NBA champion with the LA Lakers LAMAR ODOM (ENEMIES) § 14-year NBA career after being drafted #4 overall in the 1999 NBA Draft § 2x NBA champion (2009, 2010 Lakers), 2011 Sixth MoY CARLOS BOOZER (GHOST BALLERS) § 13-year NBA career after being drafted #35 overall in the 2002 NBA Draft § 2x NBA All-Star (2007, 2008), 2008 Olympic gold medalist JASON RICHARDSON (TRI-STATE) § 13-year NBA career after being drafted #5 overall in the 2001 NBA Draft § 2x NBA Slam Dunk Contest champion (2002, 2003) JASON TERRY (TRILOGY) § 19-year NBA career after being drafted #10 overall in the 1999 NBA Draft § 2011 NBA champion with the Dallas Mavericks RASHARD LEWIS (3 HEADED MONSTERS) § 16-year NBA career after being drafted #32 overall in the 1998 NBA Draft § NBA champion (2013 Heat) COREY MAGGETTE (POWER) § 13-year NBA career after being drafted #13 overall in the 1999 NBA Draft § Career 16.0 PPG, McDonald's All-American (1999) NATE ROBINSON (TRI-STATE) § 11-year NBA career after being drafted #21 overall in the 2005 NBA Draft § 3x NBA Slam Dunk Contest champion (2006, 2009, 2010) MIKE BIBBY (GHOST BALLERS) § 13-year NBA career after being drafted #2 overall in the 1998 NBA Draft KENYON MARTIN (TRILOGY) § 15-year NBA career after being drafted #1 overall in the 2000 NBA Draft § 1x NBA All-Star AL HARRINGTON (TRILOGY) § 16-year NBA career after being drafted #25 overall in the 1998 NBA Draft § Career 13.5PPG across 6 NBA franchises JOSH SMITH (BIVOUAC) § 13-year NBA career after being drafted #17 overall in the 2004 NBA Draft § NBA All-Defensive Team selection CHRIS 'BIRDMAN' ANDERSEN (POWER) § 13-year NBA career § NBA champion with the Miami Heat (2013) GREG ODEN (ALIENS) § #1 overall pick in the 2007 NBA Draft § Regarded as one of the most dominant college centers in modern era 34
[RISK FACTORS 35 Certain factors may have a material adverse effect on the business, financial condition and results of operations of BIG3. The risks and uncertainties described below are not the only ones that the Parties face. Additional risks that the Parties are unaware of, or that the Parties currently believe are not material, may also become important factors that materially and adversely affect any of the Parties. If any of the following risks actually occur, the business, financial condition, results of operations, and future prospects of the Parties could be materially and adversely affected. In that event, the trading price of Pubco’s common stock following the Business Combination could decline, and you could lose all or part of your investment. Risks Related to BIG3’s Business and Industry § BIG3 has a history of losses. BIG3 has not been profitable historically and may not achieve or maintain profitability in the future. § BIG3 may have future capital needs and may not be able to obtain additional financing to fund its capital needs on acceptable terms, or at all. § To the extent BIG3 incurs indebtedness in the future, such indebtedness could adversely affect its financial condition, its ability to raise additional capital to fund its operations, its ability to operate its business, its ability to react to changes in the economy or its industry, and its ability to pay its debts, and could divert its cash flow from operations for debt payments. § BIG3 has a history of recurring losses and negative operating cash flows, and BIG3’s management has concluded that there is substantial doubt about BIG3’s ability to continue as a going concern. BIG3’s independent registered public accounting firm has included an explanatory paragraph in its report on BIG3’s consolidated financial statements regarding this uncertainty. § BIG3 depends on the continued services of executive management and other key employees, including its founders and league commissioner. The loss or diminished performance of these individuals could adversely affect its business. § BIG3's business is concentrated in a single sports property, Big3 basketball, and it does not have a diversified portfolio of properties, franchises, or content verticals to offset a decline in the popularity or financial performance of Big3 basketball. § BIG3 does not currently have a long-term paid media rights agreement in place for the distribution of its games, and its inability to obtain a favorable media rights agreement could prevent it from achieving profitability. § BIG3 currently relies on a year-to-year broadcast arrangement with CBS, and its failure to renew this arrangement, or a deterioration in the terms on which it is renewed, could adversely affect BIG3’s production quality, distribution reach and broadcasting costs. § BIG3 depends on the viewership and audience reach of its traditional media and broadcast partners, and a decline in their audiences could reduce its exposure, sponsorship value, and advertising revenue, even if its own popularity remains stable. § Changes in public and consumer tastes and preferences and industry trends could reduce demand for BIG3’s content offerings and adversely affect its business, and a shift in those preferences could reduce viewership, attendance, and revenue. § BIG3 does not own the arenas and venues at which its games are played, and it relies on arena license and rental agreements with third-party venue operators on suitable terms. Its failure to secure such agreements or the operators’ failure to maintain the venues in compliance with applicable regulations may have a material negative effect on BIG3’s business and results of operations.
[RISK FACTORS 36 Risks Related to BIG3’s Intellectual Property § BIG3 may be unable to protect and enforce BIG3's intellectual property rights, which could enable others to copy or use aspects of BIG3's intellectual property rights without compensating BIG3, which may substantially harm BIG3's business and operating results. Licensees or other commercial partners may misuse BIG3’s trademarks or trade names or breach applicable license guidelines, which could weaken BIG3’s rights and diminish associated goodwill. § BIG3 may be subject to intellectual property rights claims by third parties, which are costly to defend, could require it to pay significant damages and could limit its ability to use its intellectual property. § Exclusivity and other restrictive covenants in BIG3's commercial agreements may limit BIG3's ability to fully commercialize its brand and intellectual property, including by restricting BIG3's ability to license its trademarks, copyrights, and other content rights to third parties. Risks Related to Litigation and Regulation § BIG3's business and operating results may be affected by the outcome of pending and future litigation, investigations, claims and other disputes. § BIG3's key personnel and players may be adversely impacted by immigration restrictions and related factors. § BIG3's reliance on independent contractors exposes it to risks of reclassification and related liabilities. § As a result of BIG3's exposure in international markets, it is subject to risks associated with the legislative, judicial, accounting, regulatory, political and economic risks and conditions specific to such markets. Risks Related to Ownership of Pubco’s Securities § The market price of Pubco Class A Common Stock may be volatile, and holders of Pubco Class A Common Stock may be unable to resell their Pubco Class A Common Stock at or above their purchase price or at all.If the anticipated benefits of the Business Combination are not realized as quickly or to the extent expected, Pubco’s securities may trade substantially below their purchase price or the pre-Closing redemption value of Graf’s public shares. § Holders of Pubco Common Stock will be diluted by the future issuance of Pubco Common Stock or issuances under Pubco’s incentive plans, for acquisitions, for capital raises or otherwise. § Future resales of Pubco’s outstanding securities, including the registration of securities for resale under the Registration Rights Agreement, may cause the market price of Pubco’s securities to drop significantly, even if BIG3’s business is doing well. § Pubco will have a dual-class common stock structure under which each share of Pubco Class B Common Stock carries ten votes and each share of Pubco Class A Common Stock carries one vote, concentrating voting control with the Big3 founders. § Securities of companies formed through business combinations with Graf, such as Graf, may experience a material decline in price relative to the trading or redemption price of Graf’s shares prior to Closing.
[RISK FACTORS 37 General Risks Related to the Business Combination § The requirements of being a public company may strain Pubco’s resources, divert its management’s attention and affect its ability to attract and retain qualified board members. § Past performance by Graf’s management team and their affiliates may not be indicative of future performance of an investment in Graf or in the future performance of the post-Business Combination entity. § Going public through a merger rather than an underwritten offering presents risks to unaffiliated investors. Subsequent to the completion of the Business Combination, Pubco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could negatively affect its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment. Risks Related to Graf and the Business Combination § Graf’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about Graf’s ability to continue as a “going concern.” § Neither the Graf Board nor any committee thereof obtained a third-party valuation or fairness opinion (or any similar report or appraisal) in determining whether or not to pursue the Business Combination. Consequently, you have no assurance from an independent source that the price Graf is paying for BIG3 is fair to Graf — and, by extension, its securityholders — from a financial point of view. § The Sponsor, Graf’s directors and officers and their affiliates have interests in the Business Combination that are different from, or in addition to and/or in conflict with, those of the Graf Shareholders generally. § Graf’s officers and directors may negotiate employment and consulting agreements with BIG3. These agreements may provide for them to receive compensation following the Business Combination and as a result, may cause them to have conflicts of interest in determining whether the Business Combination is the most advantageous. § The Insiders have agreed to vote in favor of the Business Combination and related transactions, regardless of how public shareholders vote. § The public shareholders will experience immediate dilution as a consequence of the issuance of Pubco Common Stock as consideration in the Business Combination, potential issuances in connection with financings or the exercise of Pubco Warrants, and due to future issuances of equity awards to BIG3’s employees, directors, or consultants. Having a minority share position will reduce the influence that Graf’s current shareholders have on the management of Pubco. § The ability of public shareholders to exercise redemption rights with respect to a large number of Graf’s shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your public shares. § The amount of deferred underwriting commissions Graf must pay upon completion of its initial business combination is greater than the amount owed by other special purpose acquisition companies. Risks Related to the Domestication § The domestication may result in adverse tax consequences for holders of Graf Class A Ordinary Shares and Graf Warrants. § Upon consummation of the domestication, and then the Business Combination, the rights and obligations of a shareholder of post-domestication Graf and Pubco Stockholder, respectively, will be governed by Delaware law and may differ from the rights and obligations of Graf Shareholders under Cayman Islands law.
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