UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 3.02 | Unregistered Sales of Equity Securities. |
The information disclosed under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein.
The issuance of the Class A Ordinary Shares upon the Conversion has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.
| Item 8.01 | Other Events. |
On June 18, 2026, Graf Global Sponsor LLC (the “Sponsor”), and certain members of the board of directors of Graf Global Corp. (the “Company”), Louis Bélanger-Martin, Kenneth Weinstein and Fred Zeidman (such directors together with the Sponsor, the “Converting Shareholders”), irrevocably exercised their right to convert (the “Conversions”) an aggregate of 5,749,999 Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”), on a one-for-one basis into an aggregate of 5,749,999 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), pursuant to the terms of the Class B Ordinary Shares and the Company’s Amended and Restated Memorandum and Articles of Association.
Following the Conversions, as of June 18, 2026, the Company had an aggregate of 28,749,999 Class A Ordinary Shares issued and outstanding and 1 Class B Ordinary Share issued and outstanding. The Sponsor holds the only Class B Ordinary Share that remains issued and outstanding. The Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Conversion, including, among other things, certain transfer restrictions and waiver of redemption rights, as described in the prospectus for the Company’s initial public offering.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GRAF GLOBAL CORP. | |||
| By: | /s/ James A. Graf | ||
| Name: | James A. Graf | ||
| Title: | Chief Executive Officer, Chief Financial Officer and Director | ||
| Dated: June 18, 2026 | |||