|
Cayman Islands
(State or other jurisdiction of
incorporation or organization) |
| |
6770
(Primary Standard Industrial
Classification Code Number) |
| |
98-1639527
(I.R.S. Employer
Identification Number) |
|
|
Joel L. Rubinstein
Elliott M. Smith White & Case LLP 1221 Avenue of the Americas New York, NY 10020 Tel: (212) 819-8200 |
| |
Daniel Lee
Maples and Calder (Cayman) LLP PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands Tel: (345) 949-8066 |
| |
Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300 |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
| | | |
Emerging growth company
☒
|
|
| | |
Per Unit
|
| |
Total
|
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 200,000,000 | | |
Underwriting discounts and commissions(1)
|
| | | $ | 0.60 | | | | | $ | 12,000,000 | | |
Proceeds, before expenses, to us
|
| | | $ | 9.40 | | | | | $ | 188,000,000 | | |
| | | | | 1 | | | |
| | | | | 14 | | | |
| | | | | 42 | | | |
| | | | | 86 | | | |
| | | | | 87 | | | |
| | | | | 90 | | | |
| | | | | 91 | | | |
| | | | | 93 | | | |
| | | | | 94 | | | |
| | | | | 99 | | | |
| | | | | 127 | | | |
| | | | | 137 | | | |
| | | | | 141 | | | |
| | | | | 143 | | | |
| | | | | 162 | | | |
| | | | | 174 | | | |
| | | | | 184 | | | |
| | | | | 185 | | | |
| | | | | 186 | | | |
| | | | | F-1 | | |
|
Public shares
|
| | | | 20,000,000 | | |
|
Founder shares
|
| | | | 5,000,000 | | |
|
Total shares
|
| | | | 25,000,000 | | |
|
Total funds in trust available for initial business combination
|
| | | $ | 192,000,000 | | |
|
Initial implied value per public share
|
| | | $ | 9.60 | | |
|
Implied value per share upon consummation of initial business combination
|
| | | $ | 7.68 | | |
| | |
Without Over-
allotment Option |
| |
Over-allotment
Option Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
Gross proceeds from units offered to public(1)
|
| | | $ | 200,000,000 | | | | | $ | 230,000,000 | | |
Gross proceeds from private placement warrants offered in the private placement
|
| | | $ | 6,000,000 | | | | | $ | 6,000,000 | | |
Total gross proceeds
|
| | | $ | 206,000,000 | | | | | $ | 236,000,000 | | |
Estimated offering expenses(2) | | | | | | | | | | | | | |
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
| | | $ | 4,000,000 | | | | | $ | 4,000,000 | | |
Legal fees and expenses
|
| | | | 400,000 | | | | | | 400,000 | | |
Printing and engraving expenses
|
| | | | 35,000 | | | | | | 35,000 | | |
Accounting fees and expenses
|
| | | | 40,000 | | | | | | 40,000 | | |
SEC/FINRA Expenses
|
| | | | 108,000 | | | | | | 108,000 | | |
Travel and road show expense
|
| | | | 20,000 | | | | | | 20,000 | | |
NYSE listing and filing fees
|
| | | | 85,000 | | | | | | 85,000 | | |
Miscellaneous
|
| | | | 62,000 | | | | | | 62,000 | | |
Total offering expenses (other than underwriting commissions)
|
| | | $ | 750,000 | | | | | $ | 750,000 | | |
Proceeds after estimated offering expenses
|
| | | $ | 201,250,000 | | | | | $ | 231,250,000 | | |
Held in trust account(3)
|
| | | $ | 200,000,000 | | | | | $ | 230,000,000 | | |
% of public offering size
|
| | | | 100% | | | | | | 100% | | |
Not held in trust account
|
| | | $ | 1,250,000 | | | | | $ | 1,250,000 | | |
| | |
Amount
|
| |
% of Total
|
| ||||||
Accounting, due diligence, travel, and other expenses in connection with any business combination(5)
|
| | | $ | 50,000 | | | | | | 4.0% | | |
Legal and accounting fees related to regulatory reporting obligations
|
| | | | 100,000 | | | | | | 8.0% | | |
Directors and officers insurance
|
| | | | 450,000 | | | | | | 36.0% | | |
NYSE and other regulatory fees
|
| | | | 85,000 | | | | | | 6.5% | | |
Payment for office space, secretarial and administrative services
|
| | | | 480,000 | | | | | | 38.4% | | |
Working capital to cover miscellaneous expenses
|
| | | | 85,000 | | | | | | 7.1% | | |
Total | | | | $ | 1,250,000 | | | | | | 100.0% | | |
| | |
Without Over-
allotment |
| |
With Over-
allotment |
| ||||||
Public offering price
|
| | | $ | 10.00 | | | | | $ | 10.00 | | |
Net tangible book value before this offering
|
| | | | (0.06) | | | | | | (0.06) | | |
Decrease attributable to public shareholders
|
| | | | (1.38) | | | | | | (1.46) | | |
Pro forma net tangible book deficit after this offering and the sale of the private placement warrants
|
| | | | (1.44) | | | | | | (1.52) | | |
Dilution to public shareholders
|
| | | $ | 11.44 | | | | | $ | 11.52 | | |
Percentage of dilution to public shareholders
|
| | | | 114.40% | | | | | | 115.20% | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
|
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| |
per Share
|
| |||||||||||||||
Initial Shareholders(1)
|
| | | | 5,000,000 | | | | | | 20.0% | | | | | $ | 25,000 | | | | | | 0.01% | | | | | $ | 0.005 | | |
Public Shareholders
|
| | | | 20,000,000 | | | | | | 80.0% | | | | | $ | 200,000,000 | | | | | | 99.99% | | | | | $ | 10.000 | | |
| | | | | 25,000,000 | | | | | | 100.00% | | | | | $ | 200,025,000 | | | | | | 100.00% | | | | | | | | |
| | |
Without Over-
allotment |
| |
With Over-
allotment |
| ||||||
Numerator: | | | | | | | | | | | | | |
Net tangible book value before this offering
|
| | | $ | (340,945) | | | | | $ | (340,945) | | |
Net proceeds from this offering and sale of the private placement warrants(1)
|
| | | | 201,250,000 | | | | | | 231,250,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book deficit before this offering
|
| | | | 138,656 | | | | | | 138,656 | | |
Less: Over-allotment liability
|
| | | | (223,300) | | | | | | — | | |
Less: Deferred underwriting commissions
|
| | | | (8,000,000) | | | | | | (9,800,000) | | |
Less: Proceeds held in trust subject to redemption(2)
|
| | | | (200,000,000) | | | | | | (230,000,000) | | |
| | | | $ | (7,175,589) | | | | | $ | (8,752,289) | | |
Denominator: | | | | | | | | | | | | | |
Ordinary shares outstanding prior to this offering
|
| | | | 5,750,000 | | | | | | 5,750,000 | | |
Ordinary shares forfeited if over-allotment is not exercised
|
| | | | (750,000) | | | | | | — | | |
Ordinary shares included in the units offered
|
| | | | 20,000,000 | | | | | | 23,000,000 | | |
Less: Ordinary shares subject to redemption
|
| | | | (20,000,000) | | | | | | (23,000,000) | | |
| | | | | 5,000,000 | | | | | | 5,750,000 | | |
| | |
March 31, 2024
|
| |||||||||
| | |
Actual
|
| |
As Adjusted
|
| ||||||
Note payable to related party(1)
|
| | | $ | 37,803 | | | | | $ | — | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 8,000,000 | | |
Over-allotment liability
|
| | | | — | | | | | | 223,300 | | |
Class A ordinary shares; -0- and 20,000,000 shares are subject to possible redemption, actual and as adjusted, respectively(2)
|
| | | | — | | | | | | 200,000,000 | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value, 400,000,000 shares authorized; no non-redeemable shares issued or outstanding
|
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value, 80,000,000 shares authorized, 5,750,000 and 5,000,000 shares issued and outstanding, actual and as adjusted, respectively(3)
|
| | | | 575 | | | | | | 500 | | |
Additional paid-in capital
|
| | | | 24,425 | | | | | | — | | |
Accumulated deficit(4)
|
| | | | (227,289) | | | | | | (7,176,089) | | |
Total shareholders’ deficit
|
| | | | (202,289) | | | | | | (7,175,589) | | |
Total capitalization
|
| | | $ | (164,486) | | | | | $ | 201,047,711 | | |
| | | |
Redemptions in Connection with our
Initial Business Combination |
| |
Other Permitted Purchases of
Public Shares by our Affiliates |
| |
Redemptions if we fail to Complete
an Initial Business Combination |
|
| Calculation of redemption price | | | Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares. | | | If we seek shareholder approval of our initial business combination, our initial shareholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. | | | If we are unable to complete our initial business combination within the completion window, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares. | |
| Impact to remaining shareholders | | | The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our income taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account). | | | If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. | | | The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| Escrow of offering proceeds | | | $200,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States at JP Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately 170,100,000 of the offering proceeds, representing the gross proceeds of this offering, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
| Investment of net proceeds | | | $200,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be held as cash or invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
| Receipt of interest on escrowed funds | | | Interest on proceeds from the trust account to be paid to shareholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
| Limitation on fair value or net assets of target business | | | We must complete one or more business combinations having an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. | |
| Trading of securities issued | | | The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Cantor informs us of its decision to allow earlier separate trading, subject to our having filed the | | | No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | | Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. If the over- allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. | | | | |
|
Exercise of the warrants
|
| | The warrants cannot be exercised until 30 days after the completion of our initial business combination. | | | The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account. | |
| Election to remain an investor | | | We will provide our public shareholders with the opportunity to redeem their public shares, regardless of whether they abstain, vote for, or against, our initial business combination, for cash at a per share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a shareholder vote. If we are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the | | | If an acquisition has not been completed within the completion window, funds held in the trust or escrow account are returned to investors. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | | proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, passed by the affirmative vote of at least a majority of the votes cast by the shareholders of the issued shares represented in person or represented by proxy and are voted at a general meeting of the company. However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the general meeting held to approve the proposed transaction. | | | | |
| Release of funds | | | Except for the withdrawal of interest to pay our taxes, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the closing window, subject to applicable law, and (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not | | | | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | | consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | | | | |
| Delivering share certificates in connection with the exercise of redemption rights | | | We intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements, which will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would have up to two business days | | | Many blank check companies provide that a shareholder can vote against a proposed business combination and check a box on the proxy card indicating that such shareholder is seeking to exercise its redemption rights. After the business combination is approved, the company would contact such shareholder to arrange for delivery of its share certificates to verify ownership. | |
| | | |
Terms of Our Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | | prior to the scheduled vote on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights. | | | | |
| Limitation on redemption rights of shareholders holding more than 15% of the shares sold in this offering if we hold a shareholder vote | | |
If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares, without our prior consent.
However, we would not restrict our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
|
| | Many blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination. | |
Name
|
| |
Age
|
| |
Position
|
|
James A. Graf | | |
59
|
| |
Chief Executive Officer, Chief Financial Officer and Director
|
|
Louis Bélanger-Martin | | |
53
|
| | Independent Director Nominee | |
Kenneth Weinstein | | |
62
|
| | Independent Director Nominee | |
Fred S. Zeidman | | |
77
|
| | Independent Director Nominee | |
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
|
James A. Graf | | |
PSI Capital Inc.
NKGen Biotech, Inc. |
| |
Venture Capital
Clinical stage biotechnology company |
| |
Chief Executive Officer
Interim Chief Financial Officer |
|
| | |
Catcha Investment Corp.
|
| |
Special Purpose
Acquisition Company |
| | Independent Director | |
Louis Bélanger-Martin
|
| |
Smize & Dream
|
| |
Food and Beverage
|
| |
Chief Financial Officer
|
|
| Group W Inc. | | | Private Equity | | | Co-Founder and Partner | | ||
Fred S. Zeidman | | | WoodRock & Co. | | |
Financial Advisory Services
|
| | Chairman | |
| | |
Bluejay Diagnostics, Inc.
|
| | Life Sciences | | | Director | |
| | | Camber Energy | | | Energy | | | Director | |
| | | Prosperity Bank | | | Commercial Bank | | | Director | |
| | |
Number of
Class A Ordinary Shares |
| | | | | | | |
Approximate
Percentage of Outstanding Class A Ordinary Shares |
| |
Number of
Class B Ordinary Shares |
| | | | | | | |
Approximate
Percentage of Outstanding Class B Ordinary Shares |
| ||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Beneficially
Owned |
| |
Before
Offering |
| |
After Offering
|
| |
Beneficially
Owned(2)(4) |
| |
Before
Offering |
| |
After Offering
|
| ||||||||||||||||||
Graf Global Sponsor LLC(3)(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 5,660,000 | | | | | | 98.4% | | | | | | 19.6% | | |
James A Graf
|
| | | | — | | | | | | — | | | | | | — | | | | | | 5,660,000 | | | | | | 98.4% | | | | | | 19.6% | | |
Louis Bélanger-Martin
|
| | | | — | | | | | | — | | | | | | — | | | | | | 30,000 | | | | | | * | | | | | | * | | |
Kenneth Weinstein
|
| | | | — | | | | | | — | | | | | | — | | | | | | 30,000 | | | | | | * | | | | | | * | | |
Fred Zeidman
|
| | | | — | | | | | | — | | | | | | — | | | | | | 30,000 | | | | | | * | | | | | | * | | |
All officers, directors and director nominees as a group
(four individuals) |
| | | | — | | | | | | — | | | | | | — | | | | | | 5,750,000 | | | | | | 100% | | | | | | 20% | | |
Underwriter
|
| |
Number of
Units |
| |||
Cantor Fitzgerald & Co.
|
| | | | | | |
Total
|
| | | | 20,000,000 | | |
| | |
Per Unit
|
| |
Total
|
| ||||||||||||||||||
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||||||||
Underwriting Discounts and Commissions paid
by us |
| | | $ | 0.60 | | | | | $ | 0.60 | | | | | $ | 12,000,000 | | | | | $ | 13,800,000 | | |
| | |
Page
|
| |||
Unaudited Financial Statements of Graf Global Corp.: | | | |||||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
Financial Statements of Graf Global Corp.: | | | |||||
| | | | F-16 | | | |
| | | | F-17 | | | |
| | | | F-18 | | | |
| | | | F-19 | | | |
| | | | F-20 | | | |
| | | | F-21 | | |
| | |
March 31,
2024 |
| |
December 31,
2023 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Assets: | | | | | | | | | | | | | |
Deferred offering costs
|
| | | $ | 138,656 | | | | | $ | — | | |
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | $ | 138,656 | | | | | $ | — | | |
Liabilities and Shareholder’s Deficit: | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | $ | 164,486 | | | | | $ | 150,397 | | |
Accrued offering costs
|
| | | | 138,656 | | | | | | — | | |
Note payable – related party . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | 37,803 | | | | | | 5,692 | | |
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | 340,945 | | | | | | 156,089 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Shareholder’s Deficit: | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or
outstanding at March 31, 2024 and December 31, 2023 |
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; none issued or outstanding at March 31, 2024 and December 31, 2023
|
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value; 80,000,000 shares authorized; 5,750,000 shares issued and outstanding at March 31, 2024 and December 31, 2023(1)(2) . . . . . . . . . . . . . . . . . .
|
| | | | 575 | | | | | | 575 | | |
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | 24,425 | | | | | | 24,425 | | |
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | (227,289) | | | | | | (181,089) | | |
Total shareholder’s deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | (202,289) | | | | | | (156,089) | | |
Total Liabilities and Shareholder’s Deficit . . . . . . . . . . . . . . . . . . .
|
| | | $ | 138,656 | | | | | $ | — | | |
| | |
For the Three Months Ended
|
| |||||||||
| | |
March 31, 2024
|
| |
March 31, 2023
|
| ||||||
General and administrative expenses
|
| | | $ | 46,200 | | | | | $ | 45 | | |
Loss from operations
|
| | | | (46,200) | | | | | | (45) | | |
Net loss
|
| | | $ | (46,200) | | | | | $ | (45) | | |
Weighted average shares outstanding, basic and diluted(1)(2)
|
| | | | 5,000,000 | | | | | | 5,000,000 | | |
Basic and diluted net loss per share
|
| | | $ | (0.01) | | | | | $ | (0.00) | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Deficit |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares(1)(2)
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – January 1, 2024(1)(2)
|
| | | | — | | | | | $ | — | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (181,089) | | | | | $ | (156,089) | | |
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (46,200) | | | | | | (46,200) | | |
Balance – March 31, 2024
(unaudited) |
| | | | | | | | | $ | | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (227,289) | | | | | $ | (202,289) | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Deficit |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares(1)(2)
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – January 1, 2023(1)(2)
|
| | | | — | | | | | $ | — | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (177,938) | | | | | $ | (152,938) | | |
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
(45)
|
| | | | | (45) | | |
Balance – March 31, 2023
(unaudited) |
| | | | | | | | | $ | | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (177,983) | | | | | $ | (152,983) | | |
| | |
March 31,
2024 |
| |
March 31,
2023 |
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | $ | (46,200) | | | | | $ | (45) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
General and administrative expenses paid by Sponsor under promissory note – related party . . . . . . . . . . . . . . . . . . . .
|
| | | | 32,111 | | | | | | 2,898 | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | 14,089 | | | | | | (2,853) | | |
Net cash used in operating activities . . . . . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | — | | |
Net change in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | — | | | | | | — | | |
Cash – beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | |
|
—
|
| | | |
|
—
|
| |
Cash – end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | $ | — | | | | | $ | — | | |
Supplemental disclosure of noncash investing and financing activities: | | | | | | | | | | | | | |
Deferred offering costs included in accrued offering costs
|
| | | $ | 138,656 | | | | | $ | — | | |
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Assets: | | | | | | | | | |||||
Total Assets
|
| | | $ | — | | | | | $ | — | | |
Liabilities and Shareholder’s Deficit: | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 150,397 | | | | | $ | 150,144 | | |
Note payable – related party
|
| | | | 5,692 | | | | | | 2,794 | | |
Total current liabilities
|
| | | | 156,089 | | | | | | 152,938 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Shareholder’s Deficit: | | | | | | | | | | | | | |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at March 31, 2024, December 31, 2023 and 2022
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; none
issued or outstanding at March 31, 2024, December 31, 2023 and 2022 |
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.0001 par value; 80,000,000 shares authorized; 5,750,000 shares issued and outstanding at March 31, 2024, December 31, 2023 and 2022(1)(2)
|
| | | | 575 | | | | | | 575 | | |
Additional paid-in capital
|
| | | | 24,425 | | | | | | 24,425 | | |
Accumulated deficit
|
| | | | (181,089) | | | | | | (177,938) | | |
Total shareholder’s deficit
|
| | | | (156,089) | | | | | | (152,938) | | |
Total Liabilities and Shareholder’s Deficit
|
| | | $ | — | | | | | $ | — | | |
| | |
For the Years Ended
|
| |||||||||
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
General and administrative expenses
|
| | | $ | 3,151 | | | | | $ | 133,835 | | |
Loss from operations
|
| | | | (3,151) | | | | | | (133,835) | | |
Net loss
|
| | | $ | (3,151) | | | | | | (133,835) | | |
Weighted average shares outstanding, basic and diluted(1)(2)
|
| | | | 5,000,000 | | | | | | 5,000,000 | | |
Basic and diluted net loss per share
|
| | | $ | (0.00) | | | | | $ | (0.03) | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Deficit |
| ||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares(1)(2)
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – January 1, 2022
|
| | | | — | | | | | $ | — | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (44,103) | | | | | $ | (19,103) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (133,835) | | | | | | (133,835) | | |
Balance – December 31, 2022
|
| | | | | | | | | | | | | | | | 5,750,000 | | | | | | 575 | | | | | | 24,425 | | | | | | (177,938) | | | | | | (152,938) | | |
Net loss
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,151) | | | | | | (3,151) | | |
Balance – December 31, 2023
|
| | | | — | | | | | $ | — | | | | | | 5,750,000 | | | | | $ | 575 | | | | | $ | 24,425 | | | | | $ | (181,089) | | | | | $ | (156,089) | | |
| | |
For the Years Ended
|
| |||||||||
| | |
December 31,
2023 |
| |
December 31,
2022 |
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (3,151) | | | | | $ | (133,835) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
General and administrative expenses paid by Sponsor under promissory note – related party
|
| | | | 2,898 | | | | | | 2,749 | | |
Prepaid expenses paid by Sponsor under promissory note
|
| | | | — | | | | | | 1,380 | | |
Changes in operating assets and liabilities: | | | | ||||||||||
Accrued expenses
|
| | | | 253 | | | | | | 129,706 | | |
Net cash used in operating activities
|
| | | | — | | | | | | — | | |
Net change in cash
|
| | | | — | | | | | | — | | |
Cash – beginning of the period
|
| | |
|
—
|
| | | |
|
—
|
| |
Cash – end of the period
|
| | | $ | — | | | | | $ | — | | |
|
Legal fees and expenses
|
| | | $ | 400,000 | | |
|
Printing and engraving expenses
|
| | | | 35,000 | | |
|
Accounting fees and expenses
|
| | | | 40,000 | | |
|
SEC/FINRA Expenses
|
| | | | 108,000 | | |
|
Travel and road show expense
|
| | | | 20,000 | | |
|
NYSE listing and filing fees
|
| | | | 85,000 | | |
|
Miscellaneous
|
| | | | 62,000 | | |
|
Total
|
| | | $ | 750,000 | | |
|
Exhibit
No |
| |
Description
|
|
| 1.1 | | | Form of Underwriting Agreement.* | |
| 3.1 | | | | |
| 3.2 | | | Form of Amended and Restated Memorandum and Articles of Association.* | |
| 4.1 | | | Specimen Unit Certificate.* | |
| 4.2 | | | Specimen Class A Ordinary Share Certificate.* | |
| 4.3 | | | Specimen Warrant Certificate.* | |
| 4.4 | | | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.** | |
| 5.1 | | | Opinion of White & Case LLP.* | |
| 5.2 | | | Opinion of Maples & Calder (Cayman) LLP, Cayman Islands counsel to the Registrant.* | |
| 10.1 | | | Form of Letter Agreement among the Registrant, Graf Global Sponsor LLC and each of the executive officers and directors of the Registrant.* | |
| 10.2 | | | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |
| 10.3 | | | Form of Registration Rights Agreement among the Registrant, Graf Global Sponsor LLC and the Holders signatory thereto.* | |
| 10.4 | | | Form of Private Placement Warrants Purchase Agreement between the Registrant and Graf Global Sponsor LLC.* | |
| 10.5 | | | Form of Private Placement Warrants Purchase Agreement between the Registrant and Cantor Fitzgerald & Co.* | |
| 10.6 | | | Form of Indemnity Agreement.* | |
|
Exhibit
No |
| |
Description
|
|
| 10.7 | | | | |
| 10.8 | | | | |
| 10.9 | | | Form of Administrative Services Agreement between the Registrant and Graf Global Sponsor LLC.* | |
| 14 | | | Form of Code of Business Conduct and Ethics.* | |
| 23.1 | | | | |
| 23.2 | | | Consent of White & Case LLP (included on Exhibit 5.1).* | |
| 23.3 | | | Consent of Maples & Calder (Cayman) LLP (included on Exhibit 5.2).* | |
| 24 | | | Power of Attorney (included on signature page to the initial filing of this Registration Statement).** | |
| 99.1 | | | Consent of Louis Bélanger-Martin.** | |
| 99.2 | | | Consent of Kenneth Weinstein.** | |
| 99.3 | | | | |
| 107 | | | Filing Fee Table.** | |
| | | | Graf Global Corp. | | |||
| | | | By: | | |
/s/ James A. Graf
Name: James A. Graf
Title: Chief Executive Officer, Chief Financial Officer and Director |
|
|
Name
|
| |
Position
|
| |
Date
|
|
|
/s/ James A. Graf
James A. Graf
|
| | Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer) | | |
June 17, 2024
|
|
| | | | By: | | |
/s/ James A. Graf
Name: James A. Graf
Title: Chief Executive Officer, Chief Financial Officer and Director |
|
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement Amendment No. 1 on Form S-1 of our report dated May 31, 2024 relating to the financial statements of Graf Global Corp. as of and for the years ended December 31, 2023 and 2022, which is contained in that Prospectus. We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ WithumSmith+Brown, PC
New York, New York
June 17, 2024