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As filed with the U.S. Securities and Exchange Commission on October 27, 2026.

Registration No. 333-[●]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GRAF GLOBAL CORP.*

(Exact name of registrant as specified in its charter)

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1790 Hughes Landing Blvd., Suite 400

The Woodlands, Texas 77380

Tel: (310) 745-8669

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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James A. Graf

Chief Executive Officer

1790 Hughes Landing Blvd., Suite 400

The Woodlands, Texas, 77380

Tel: (310) 745-8669

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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HALFCOURT HOLDCO, INC.

(Exact name of registrant as specified in its charter)

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For Co-Registrants, see “Table of Co-Registrants” on the following page.

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429 Lenox Ave, Suite 421

Miami Beach, Florida 33139

Telephone: (800) 528-6276

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeffrey Kwatinetz

Chief Executive Officer

429 Lenox Ave, Suite 421

Miami Beach, Florida 33139

Telephone: (800) 528-6276

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the transactions contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

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The registrants and co-registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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TABLE OF CO-REGISTRANTS

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BIG3 HoldCo LLC

429 Lenox Ave, Suite 421

Miami Beach, Florida 33139

Telephone: (800) 528-6276

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O’Shea Jackson Sr.

Chief Executive Officer

429 Lenox Ave, Suite 421

Miami Beach, Florida 33139

Telephone: (800) 528-6276

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EXPLANATORY NOTE

This registration statement contains two prospectuses, as set forth below.

The resale prospectus is substantively identical to the primary offering prospectus, except for the following:

This registration statement includes a set of alternate pages after the end of the primary offering prospectus (the “Alternate Pages”) that form a part of the resale prospectus and not the primary offering prospectus. The primary offering prospectus excludes the Alternate Pages and will be used for the primary offering by Post-Domestication SPAC in connection with the Domestication and by Halfcourt Holdco, Inc. (which will be renamed “Big3 Basketball Holdings, Inc.” following the consummation of the Business Combination described herein) in connection with the Mergers. The resale prospectus adds and substitutes the Alternate Pages and will be used for the resale offering by the Selling Securityholders named therein.

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PRELIMINARY — SUBJECT TO COMPLETION DATED OCTOBER 27, 2026

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

SHAREHOLDERS OF

GRAF GLOBAL CORP.

(A CAYMAN ISLANDS EXEMPTED COMPANY)

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AND

PROSPECTUS FOR

UP TO 14,159,633 SHARES OF COMMON STOCK AND 17,500,000 WARRANTS OF GRAF

GLOBAL CORP., AND 17,500,000 SHARES OF COMMON STOCK OF GRAF GLOBAL CORP.

ISSUABLE UPON THE EXERCISE OF SUCH WARRANTS (IN EACH CASE, AFTER ITS

DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF

DELAWARE)

AND

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PROSPECTUS FOR

UP TO 20,210,627 SHARES OF PUBCO CLASS A COMMON STOCK, 17,500,000 PUBCO

WARRANTS, AND 17,500,000 SHARES OF PUBCO CLASS A COMMON STOCK ISSUABLE

UPON THE EXERCISE OF SUCH PUBCO WARRANTS, IN EACH CASE, OF

HALFCOURT HOLDCO, INC. (WHICH WILL BE RENAMED “BIG3 BASKETBALL

HOLDINGS, INC.”)

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The Company is in the sports media business and is the holding company for BIG3 Basketball, LLC (“OpCo”), which operates a professional three-on-three basketball league. The Company has generated revenue through its existing operations, including revenue from team sales, sponsorships, advertising, event ticket sales and merchandise sales.

Pursuant to the Business Combination Agreement, immediately prior to the Domestication the following will occur:

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One day prior to the effective time of the SPAC Merger (the “SPAC Merger Effective Time”), and subject to (i) the approval of the holders of the SPAC Class B Ordinary Shares by way of special resolution in accordance with the Amended and Restated Memorandum and Articles of Association of SPAC (“SPAC Organizational Documents”) and (ii) SPAC duly filing (1) the documents required to be filed in order to give effect to the Domestication (the “Cayman Conversion Documents”) with the Cayman Islands Registrar of Companies (“Cayman Registrar”) and (2) the documents required to be filed to give effect to the Domestication (“Delaware Conversion Documents”) with the State of Delaware, SPAC will complete the Domestication. In connection with the Domestication, Post-Domestication SPAC will adopt the proposed certificate of incorporation of Post-Domestication SPAC (the “Proposed Post-Domestication SPAC Charter”) and the proposed bylaws of Post-Domestication SPAC (the “Proposed Post-Domestication SPAC Bylaws”).

At the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any SPAC securityholder:

Following the Domestication, at the SPAC Merger Effective Time, the SPAC Merger will occur. Pursuant to the SPAC Merger, (i) each outstanding share of Post-Domestication SPAC Common Stock will automatically convert into the right to receive one share of Class A common stock of Pubco, par value $0.0001 per share (the “Pubco Class A Common Stock”), and will thereupon be cancelled and cease to exist, and (ii) each Post-Domestication SPAC Warrant will convert into one Pubco Warrant (as defined below). Each Pubco Warrant will have substantially the same terms as the corresponding Post-Domestication SPAC Warrant, except it will represent the right to acquire Pubco Class A Common Stock instead of Post-Domestication SPAC Common Stock, pursuant to the Warrant Assumption Agreement (as defined below).

Immediately following the SPAC Merger, the Company Merger will occur. Pursuant to the Company Merger, (i) each Company Interest (as defined below) issued and outstanding will be cancelled and cease to exist in exchange for the right to receive its portion of the Merger Consideration (as defined below), (ii) each warrant to purchase any equity interests of the (“Company Warrant”) that is outstanding will be converted into and become a warrant exercisable for Pubco Class A Common Stock (as of the date of this proxy statement/prospectus, there are no Company Warrants outstanding), (iii) any outstanding Company Convertible Securities (as defined below) (excluding Company Warrants that are converted into warrants exercisable for Pubco Class A Common Stock, of which none are outstanding as of the date of this proxy statement/prospectus) and preferred membership interests and preferred units of the Company (the “Preferred Units”) (other than Preferred Units that are converted into Merger Consideration), if not exercised or

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converted prior to the Company Merger Effective Time, will be cancelled, retired and terminated and cease to represent a right to acquire, be exchanged for or convert into membership interests of the Company (“Company Interests”) or any other securities.

The aggregate consideration (the “Merger Consideration”) to be paid or payable to holders of securities of the Company will consist of a number of newly issued shares of Pubco Common Stock (as defined below) equal to (x) the result of (i) $290,000,000 plus (ii) the Company’s cash position at the Company Merger Effective Time, divided by (y) $10.83. The holders of Company Interests, other than Jeffrey Kwatinetz and O’Shea Jackson Sr. (or any of their affiliates) and BigFourH Holdings LLC (collectively, the “Big3 Founders”), will receive Merger Consideration in the form of Pubco Class A Common Stock. The Big3 Founders will receive Merger Consideration in the form of shares of Class B common stock of Pubco, par value $0.0001 per share (the “Pubco Class B Common Stock” and, together with the Pubco Class A Common Stock, the “Pubco Common Stock”).

Pubco’s proposed certificate of incorporation (the “Proposed Pubco Charter”) will authorize two classes of Pubco Common Stock: Pubco Class A Common Stock and Pubco Class B Common Stock. Pubco Class A Common Stock will entitle the holders thereof to one vote per share on all matters on which the shares of Pubco Class A Common Stock will be entitled to vote, and Pubco Class B Common Stock will entitle the holders thereof to ten (10) votes per share on all matters on which the shares of Pubco Class B Common Stock are entitled to vote. Based on the 20,210,627 shares of Pubco Class A Common Stock and 19,976,476 shares of Pubco Class B Common Stock expected to be outstanding immediately following the completion of the Business Combination (the “Closing”) (assuming no additional SPAC Class A Ordinary Shares initially issued in the SPAC’s initial public offering (the “SPAC Public Shares”) are redeemed, which we refer to as the “No Additional Redemptions Scenario”, no Transaction Financing (as defined below), the forfeiture of 2,750,000 Sponsor Forfeited Shares, but including the 2,000,000 Earnout Shares (as defined below), which will be issued and outstanding at the Closing and subject to vesting, and assuming the Company’s cash position is $0.00 (as of June 30, 2026)), the holders of Pubco Class A Common Stock are expected to have 20,210,627 votes in the aggregate and the holders of Pubco Class B Common Stock are expected to have 199,764,760 votes in the aggregate on all matters submitted to the holders of shares of Pubco Common Stock for a vote. The Pubco Class B Common Stock will be exclusively held by the Big3 Founders. Accordingly, the dual class structure described herein (the “Dual Class Structure”) will increase the voting power of the Big3 Founders. If additional shares of Pubco Class B Common Stock are issued after the Closing (which will be permitted pursuant to the Proposed Pubco Charter in connection with a dividend or stock adjustment), the effect of the Dual Class Structure on the concentration of voting control may increase. The Pubco Class A Common Stock and the Pubco Class B Common Stock have identical economic rights on a per share basis, including dividend and liquidation rights. For more information, see “Description of Pubco’s Securities — Authorized Share Capital.”

Further, each share of Pubco Class B Common Stock will automatically convert into one fully paid and nonassessable share of Pubco Class A Common Stock on the earliest of (a) the date specified by the holders of two-thirds of the then outstanding shares of Pubco Class B Common Stock, voting as a separate class, or in the affirmative written election executed by the holders of two-thirds of the then outstanding shares of Pubco Class B Common Stock, (b) the date fixed by the board of directors of Pubco (the “Pubco Board”) that is no less than 10 days and no more than 30 days following the date that the number of outstanding shares of Pubco Class B Common Stock held by the Big3 Founders and their Permitted Transferees (as defined in the Proposed Pubco Charter) represents less than one-third of the aggregate number of shares of Pubco Class B Common Stock outstanding immediately following the Business Combination, or (c) the date that is ten (10) years from the Closing (collectively, the “Final Conversion Date”).

In addition, each share of Pubco Class B Common Stock held by a Big3 Founder will automatically convert into one fully paid and non-assessable share of Pubco Class A Common Stock upon the earliest of: (a) 5:00 p.m., New York City time, on the day immediately following the date on which that Big3 Founder ceases to hold at least 50% of the Pubco Class B Common Stock it held immediately following consummation of the Business Combination (as equitably adjusted for any reclassification, stock dividend, subdivision, combination or recapitalization of Pubco Class B Common Stock); (b) any transfer, assignment, sale, conveyance, hypothecation or other disposition, whether voluntary, involuntary, for value or by operation of law, other than to a Permitted Transferee; and (c) the death, incapacity, or adjudicated incompetency or placement under guardianship or conservatorship of a Big3 Founder. Each such conversion occurs automatically, without further action by the holder and regardless of whether any certificate representing the converted shares is surrendered; immediately upon conversion, the holder is treated for all purposes as a holder of Pubco Class A Common Stock into which the Pubco Class B Common Stock converted. Separately, each share of Pubco Class B Common Stock is convertible at any time at the holder’s option into one fully paid and non-assessable share of Pubco Class A Common Stock upon written notice to Pubco. See “Risk Factors — 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.”

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 At the Closing, Pubco will cause the holders of Company Interests immediately prior to the Closing (collectively, the “Earnout Participants”) to be issued an aggregate of an additional two million (2,000,000) shares of Pubco Class A Common Stock (subject to adjustment for stock dividends, stock splits, and the like, the “Earnout Shares”), which will be unvested and subject to forfeiture.

The Earnout Shares will vest upon the first to be satisfied of the following conditions:

The Business Combination Agreement requires SPAC to use its reasonable best efforts to enter into financing agreements with accredited investors for one or more transaction financings by Pubco, on such terms and structuring, and using such strategy, placement agents and approach, as SPAC and the Company reasonably agree (the “Transaction Financing”). Each of SPAC, the Company, and Pubco will use its reasonable best efforts to consummate such transaction financings on or prior to the Closing. These financings may be structured as one, or a combination of, common equity, preferred equity, convertible equity or debt, non-redemption or backstop arrangements with respect to the funds held in SPAC’s trust account (the “Trust Account”), a committed equity facility, debt facility and/or other sources of cash or cash equivalents, in each case, whether such investment is into SPAC, the Company or Pubco. As of the date of this proxy statement/prospectus, there has been no binding agreement for a Transaction Financing.

Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation: (i) aggregate cash proceeds of $50,000,000 (the “Minimum Cash Condition”), consisting of (a) the aggregate cash proceeds available for release to SPAC or Pubco from the Trust Account in connection with the transactions contemplated by the Business Combination Agreement (the “Transactions”) after giving effect to the Redemption, plus (b) the aggregate cash proceeds received by SPAC or Pubco in respect of any Transaction Financing, minus (c) unpaid expenses of SPAC and the Company; (ii) the shares of Pubco Class A Common Stock to be issued in connection with the Business Combination having been approved for listing on the Stock Exchange, subject to official notice of issuance; (iii) the Registration Statement of which this prospectus forms a part (the “Registration Statement”) having been declared effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of the Registration Statement being in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement having been initiated or threatened in writing by the SEC; (iv) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by the requisite vote of the holders of SPAC Ordinary Shares; (v) written consents from the holders of securities of the Company (the “Sellers”) to approve the adoption of the Business Combination Agreement and the Transactions (the “Seller Written Consents”); (vi) delivery by the Company to SPAC of evidence showing that all indebtedness of the Company has been fully repaid or converted into issued and outstanding Company Interests that are converted into Merger Consideration pursuant to Section 1.9 of the Business Combination Agreement; and (vii) the written consent or approval of each holder of promissory notes of the Company for the conversion of such notes into Company Interests prior to Closing. We cannot assure you as to whether these conditions will be satisfied or waived.

The Minimum Cash Condition described above is for the benefit of the Company only and is subject to waiver by the Company. Conditions (ii) through (iv) above are for the benefit of both SPAC and the Company, and are subject to waiver by both SPAC and the Company. Conditions (v) through (vii) above are for the benefit of SPAC and are only subject to waiver by SPAC. As of the date of this proxy statement/prospectus, SPAC has not entered into any Financing Agreement for Transaction Financing, no Sponsor Investment (as defined below) has been made, and the Minimum Cash Condition has not been satisfied. The parties intend to satisfy the Minimum Cash Condition through Transaction Financing and through amounts released from the Trust Account, however, there are no agreements with respect to Transaction Financing or the retention of SPAC Public Shares as of the date of this proxy statement/prospectus. In the event that the Minimum Cash Condition is not satisfied as a result of redemptions of SPAC Public Shares which reduce the amount available to be released to the parties from the Trust Account and/or the failure to obtain third-party financing, the Company may, in its sole discretion, waive the Minimum Cash Condition. If the Company

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waives the Minimum Cash Condition, SPAC intends to file a Current Report on Form 8-K within four business days of such event, however such condition may be waived at any time prior to the Closing, including after the deadline for submitting redemption requests or the Extraordinary General Meeting, and, given such timing, you may not be notified before the deadline for submitting redemption requests or the Extraordinary General Meeting. For more information, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”

In connection with the execution of the Business Combination Agreement, on June 12, 2026, SPAC entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Sponsor, each of SPAC’s Independent Directors (together with Sponsor, the “Insiders”), Pubco and the Company, pursuant to which the Insiders agreed to, among other things, vote in favor of the SPAC Shareholder Approval Matters (as defined below) and otherwise support the Business Combination. In addition, the Sponsor Support Agreement prohibits each Insider from, among other things, selling, assigning or transferring any SPAC Ordinary Shares or SPAC Warrants held by such Insider except to certain permitted transferees, until the earliest of (a) the date of the Closing; (b) such date and time as the Business Combination Agreement is terminated in accordance with its terms; (c) the liquidation of SPAC; (d) the written agreement of each of the terminating Insider(s), SPAC, Pubco and the Company with respect to terminating the rights and obligations under the Sponsor Support Agreement of a specific Insider or a subset of Insiders; and (e) the written agreement of all Insiders, SPAC, Pubco and the Company to terminate the Sponsor Support Agreement in its entirety.

Pursuant to the Sponsor Support Agreement (i) each Insider unconditionally and irrevocably agreed not to redeem any SPAC Class A Ordinary Shares owned by it in connection with the Business Combination, and (ii) the Sponsor also agreed, effective as of immediately prior to the Domestication and conditioned upon the Closing, to forfeit and surrender to SPAC an aggregate of 2,750,000 Founder Shares (as defined below) held by the Sponsor (the “Sponsor Forfeited Shares”).

Additionally, pursuant to the Sponsor Support Agreement (i) the Sponsor may, in its discretion, transfer to third parties up to an additional 500,000 Founder Shares held by it to incentivize non-redemptions or investments into SPAC or Pubco (the “Discretionary Founder Shares”), provided that any portion of the Discretionary Founder Shares that are not so transferred will be forfeited, and (ii) 500,000 shares of Pubco Class A Common Stock to be held by the Sponsor as of the Closing (the “Sponsor Earnout Shares”) will be subject to vesting and will vest upon the following conditions: (a) if the funds in the Trust Account plus any financing, minus cash used for redemptions of the SPAC Public Shares equals or exceeds $200 million, (b) if during the Earnout Period, the closing price of Pubco Class A Common Stock equals or exceeds $15.00 for at least 20 days out of 30 consecutive trading days, and (c) if there is a sale of Pubco during the Earnout Period, and the holders of Pubco Common Stock receive a sale price that is greater or equal to the Earnout Price.

Additionally, pursuant to the Sponsor Support Agreement, Sponsor agreed to provide financing support in connection with the Business Combination. If the aggregate cash proceeds available for release to SPAC or Pubco from the Trust Account in connection with the Transactions after giving effect to the Redemption, plus the aggregate cash proceeds received by SPAC or Pubco in respect of any Transaction Financing, minus unpaid expenses of SPAC and the Company (collectively, “Closing SPAC Cash”) is less than $100,000,000, the Sponsor will be required to invest, or cause its affiliate or designee to invest, an aggregate of at least $5,000,000 of gross proceeds in a Transaction Financing (the “Sponsor Investment”). If Closing SPAC Cash is greater than $100,000,000, then Sponsor has the option to make the Sponsor Investment. The purchase price of the Sponsor Investment will be equal to the lowest purchase price paid by any other investor in the Transaction Financing and will be made upon such other terms that are no less favorable to the Sponsor (or such affiliate or designee) than the terms offered to any other investor in any Transaction Financing.

On June 12, 2026, the Company obtained and delivered to the SPAC the written consent of a sufficient number of Company Interests required to approve the Business Combination Agreement and the Company Merger and each ancillary agreement to which the Company is a party.

Concurrently with the Closing, the BIG3 Founders and other Sellers holding greater than 3% of the outstanding Company Interests, the Sponsor, Cantor Fitzgerald & Co., the underwriter (the “IPO Underwriter”) of SPAC’s initial public offering (the “SPAC IPO”), and each director of SPAC will enter into a lock-up agreement (the “Lock-Up Agreement”), pursuant to which such person (the “Lock-up Securityholder”) will agree not to (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Pubco Common Stock and Pubco Warrants to be received by such Lock-up Securityholder in the Business Combination, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of Pubco Common Stock and Pubco Warrants, or (iii) publicly disclose the intention to do any of the foregoing, for a period commencing from the Closing and ending (x) on the date that is six (6) months after the Closing for the Pubco Common Stock, or (y) on the date that is thirty (30) days after the Closing for the Pubco Warrants, subject to certain customary transfer exceptions. SPAC estimates that approximately 30.8 million shares of Pubco

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Class A Common Stock and 6.0 million private warrants of Pubco (the “Pubco Private Warrants”) will be subject to lockup pursuant to the Lock-Up Agreement immediately following the Closing, representing approximately 76.7% of the total issued and outstanding shares of Pubco Common Stock in the No Additional Redemptions Scenario and 34.3% of the total issued and outstanding Pubco Warrants following the Business Combination. For more information, see “Ancillary Documents – Lock-Up Agreements.”

Concurrently with the Closing, Pubco, the Sponsor, the IPO Underwriter, SPAC’s officers and directors, and certain Sellers, and the Non-Redeeming Shareholders (as defined below) with respect to the Assigned Shares (each as defined below) will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, Pubco will agree that, within 30 days after the Closing Date, Pubco will file with the SEC (at Pubco’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the parties thereto (the “Resale Registration Statement”), and Pubco will use its reasonable best efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will also be entitled to customary piggyback registration rights and demand registration rights pursuant to the terms of the Registration Rights Agreement. SPAC estimates that approximately 27.2 million shares of Pubco Class A Common Stock and 6.0 million Pubco Private Warrants will be subject to registration rights pursuant to the Registration Rights Agreement immediately following the Closing, representing approximately 67.7% of the total issued and outstanding shares of Pubco Common Stock in the No Additional Redemptions Scenario and 34.3% of the total issued and outstanding Pubco Warrants following the Business Combination. For more information, see “Ancillary Documents – Registration Rights Agreement.”

Concurrently with the Closing, SPAC, Pubco, and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), will enter into a warrant assignment, assumption and amendment agreement (the “Warrant Assumption Agreement”), pursuant to which, among other things, SPAC will assign to Pubco all of SPAC’s right, title and interest in and to, and Pubco will assume all of SPAC’s liabilities and obligations under, the certain Warrant Agreement, dated as of June 25, 2024, between SPAC and the Warrant Agent (the “Existing Warrant Agreement”). As a result, at the Closing, each SPAC Warrant will automatically cease to represent a right to acquire SPAC Class A Ordinary Shares and instead will represent a right to acquire Pubco Class A Common Stock pursuant to the terms and conditions of the Existing Warrant Agreement (as amended by the Warrant Assumption Agreement). For more information, see “Ancillary Documents – Warrant Assumption Agreement.”

Concurrently with the Closing, Pubco, the Company, and the Sponsor will enter into an indemnification agreement (the “Sponsor Indemnification Agreement”), pursuant to which, among other things, Pubco and the Company will indemnify, defend and hold harmless the Sponsor and its shareholders, members, directors, managers, and officers (each, a “Sponsor Indemnified Person”) from and against any and all Sponsor Indemnified Liabilities (as defined in the Sponsor Indemnification Agreement) arising out of or relating to any pending or threatened action, cause of action, suit, litigation, investigation, proceeding, inquiry, arbitration or claim against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arise out of or relate to SPAC’s operations or conduct of its business, the Business Combination, and/or any claim against the Sponsor and/or a Sponsor Indemnified Person alleging any expressed or implied management, control or endorsement of any activities of SPAC, or any express or implied association with Pubco, the Company, or SPAC, or any of their respective affiliates. The Sponsor Indemnification Agreement will not however apply to claims arising primarily out of (a) any breach by such Sponsor Indemnified Person of any other agreement between such Sponsor Indemnified Person, on the one hand, and Pubco, the Company, SPAC, or any of their respective subsidiaries, on the other hand, or (b) the willful misconduct, gross negligence or bad faith of such Sponsor Indemnified Person. For more information, see “Ancillary Documents – Sponsor Indemnification Agreement.”

Immediately following the Closing, assuming the No Additional Redemptions Scenario, no Transaction Financing, the forfeiture of 2,750,000 Sponsor Forfeited Shares, but including the 2,000,000 Earnout Shares, which will be issued and outstanding at the Closing and subject to vesting, and assuming the Company’s Cash Position is $0.00 (as of June 30, 2026) and without giving effect to any dilutive instruments, it is expected that (i) SPAC Public Shareholders will own approximately 20.9% of Pubco Common Stock issued and outstanding at that time and 3.8% of the voting power of the outstanding Pubco Common Stock, (ii) the holders of Founder

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Shares, which includes the Sponsor and SPAC’s Independent Directors, will collectively own approximately 7.5% of the Pubco Common Stock issued and outstanding at that time and 1.4% of the voting power of the outstanding Pubco Common Stock (which includes 500,000 Discretionary Founder Shares, which may be used to incentivize non-redemptions by SPAC Public Shareholders, among other uses, and if not used will be forfeited), (iii) the Big3 Founders will collectively own approximately 53.4% of Pubco Common Stock issued and outstanding at that time and 91.5% of the voting power of the outstanding Pubco Common Stock (which includes their pro rata portion of the Earnout Shares), and (v) the Company equityholders other than the Big3 Founders will own approximately 18.2% of the Pubco Common Stock issued and outstanding at that time and 3.3% of the voting power of the outstanding Pubco Common Stock (which includes their pro rata portion of the Earnout Shares). The SPAC Public Shareholders currently own 59.4% of the issued and outstanding SPAC Ordinary Shares prior to the Business Combination. Accordingly, SPAC Public Shareholders will experience immediate dilution as a consequence of the Business Combination. As redemptions increase, the overall percentage ownership held by the Sponsor, SPAC’s officers and directors, and the Company equityholders will increase as compared to the overall percentage ownership and voting percentage held by the SPAC Public Shareholders, thereby increasing dilution to the SPAC Public Shareholders. For more information on the percentage of the issued and outstanding Pubco Common Stock immediately following the Closing that are expected to be held by security holders in various redemption scenarios, see “Questions and Answers About the Business Combination - What equity stake will current SPAC Shareholders and the Company equityholders hold in Pubco immediately after the consummation of the Business Combination?” and for more information about dilution to SPAC Public Shareholders, see “Dilution.”

Material Financing Transactions

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Compensation to be Received by the Sponsor and SPAC’s Officers and Directors in Connection with the Business Combination

In connection with the Business Combination, the Sponsor and SPAC’s officers and directors will receive securities of Pubco. The Sponsor will receive (A) 2,410,000 shares of Pubco Class A Common Stock issued upon the exchange of 2,410,000 shares of Post-Domestication SPAC Common Stock held by the Sponsor at Closing (which is the result of the 7,187,500 Founder Shares originally purchased by the Sponsor prior to the IPO minus (i) 1,437,500 Founder Shares surrendered by the Sponsor prior to the IPO, (ii) 90,000 Founder Shares transferred to the three Independent Directors of SPAC in June 2024, (iii) 500,000 Discretionary Founder Shares which will be used or forfeited, and (iv) 2,750,000 Founder Shares that will be forfeited by the Sponsor before the Domestication), which were initially purchased by the Sponsor prior to the SPAC IPO for an aggregate $25,000, of which 500,000 will be subject to vesting pursuant to the Sponsor Support Agreement as described elsewhere in this proxy statement/prospectus, and (B) 4,000,000 Pubco Private Warrants upon the assumption of 4,000,000 Post-Domestication SPAC Private Warrants, which were initially purchased in a private placement that closed concurrently with the SPAC IPO for $1.00 per warrant. Additionally, to the extent that the Sponsor Investment is made in the form of equity or equity-linked securities, the Sponsor will receive such additional equity pursuant to such investment. The number of such potential equity interests will not be calculable until definitive agreements for any Sponsor Investment are entered into, if any. The SPAC’s three Independent Directors will each receive 30,000 shares of Pubco Class A Common Stock issued upon the exchange of the 30,000 Founder Shares currently held by each director, which were originally transferred to the directors by the Sponsor on June 7, 2024. The Independent Directors are not members of the Sponsor. The securities to be issued to the Sponsor and SPAC’s officers and directors may result in a material dilution of the equity interests of non-redeeming SPAC Public Shareholders. See “Dilution,” “The Business Combination - Interests of the Sponsor and SPAC’s Directors and Officers in the Business Combination,” and “The Business Combination - Compensation to be Received by the Sponsor and SPAC’s Officers and Directors in Connection with the Business Combination.”

The Sponsor and SPAC’s officers and directors will also be reimbursed for loans, advances, and out-of-pocket expenses incurred by them related to identifying, negotiating, investigating and completing the Business Combination. As of the date of this proxy statement/prospectus, there are no advances or out-of-pocket reimbursable expenses to the Sponsor or any of SPAC’s officers and directors other than: (i) $320,000 in accrued administrative support services fees due to an affiliate of the Sponsor, and (ii) approximately $3,000 in accrued expenses owed to James A. Graf. Additionally, the Sponsor and SPAC’s officers and directors will be entitled to continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination. Further, [●], a [director/officer] of SPAC, is expected to serve as a [director/officer] of Pubco after the Closing and, as such, in the future, he may receive compensation for his service to Pubco as determined by the Pubco Board.

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None of the funds in the Trust Account will be used to compensate SPAC’s officers or directors. Except as set forth above, no compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsor or SPAC’s officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination. The reimbursement of expenses and advances to the Sponsor and SPAC’s officers and directors may result in a material dilution of the equity interests of non-redeeming SPAC Public Shareholders. See “Dilution,” “The Business Combination Interests of the Sponsor and SPAC’s Directors and Officers in the Business Combination,” and “- Compensation to be Received by the Sponsor and SPAC’s Officers and Directors in Connection with the Business Combination.”

Potential Conflicts of Interest in Connection with the Business Combination

There may be actual or potential material conflicts of interest between or among (i) the Sponsor and SPAC’s officers and directors, and the Company’s officers and directors, on the one hand, and (ii) SPAC unaffiliated shareholders, on the other hand. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination, the shares to be issued to the Sponsor and SPAC’s officers and directors in connection with the Business Combination, and the reimbursement of loans and advances. See the section entitled “The Business Combination - Interests of the Sponsor and SPAC’s Directors and Officers in the Business Combination” and “The Business Combination - Compensation to be Received by the Sponsor and SPAC’s Officers and Directors in Connection with the Business Combination” for more information.

If SPAC does not complete the Business Combination with the Company or another initial business combination by November 27, 2026 (provided that the SPAC Board may, in its discretion, extend such date up to one additional time in a one month increment to up to December 27, 2026), SPAC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the SPAC 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 on the funds held in the Trust Account not previously released to SPAC (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding SPAC Public Shares, which redemption will completely extinguish the SPAC Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of SPAC’s remaining shareholders and the SPAC Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and SPAC’s officers and directors have no rights to liquidating distributions from the Trust Account with respect to any Founder Shares and any SPAC Public Shares held by them if SPAC fails to complete an initial business combination, although they will be entitled to liquidating distributions from assets outside the Trust Account. If SPAC fails to complete an initial business combination, the SPAC Private Warrants held by the Sponsor and the IPO Underwriter will expire and be worthless.

On June 18, 2026, the Sponsor and certain members of the SPAC Board — Louis Bélanger-Martin, Kenneth Weinstein, and Fred Zeidman — irrevocably exercised their right to convert an aggregate of 5,749,999 SPAC Class B Ordinary Shares, on a one-for-one basis into an aggregate of 5,749,999 SPAC Class A Ordinary Shares, pursuant to the terms of the SPAC Class B Ordinary Shares and the SPAC Organizational Documents (the “Conversions”). The SPAC Class A Ordinary Shares issued in the Conversions remain subject to the same restrictions that applied to the SPAC Class B Ordinary Shares before conversion, including certain transfer restrictions and the waiver of redemption rights, described in more detail elsewhere in this proxy statement/prospectus.

On June 26, 2026, SPAC held an extraordinary general meeting of shareholders (the “Extension Meeting”), at which shareholders approved an amendment to the SPAC Organizational Documents to extend the date by which SPAC has to consummate an initial business combination from June 27, 2026 to September 27, 2026, and provided that SPAC has executed a definitive agreement for an initial business combination by September 27, 2026 but has not consummated an initial business combination by such date, to permit the SPAC Board, in its sole discretion, to further extend such date up to three times in one-month increments, to up to December 27, 2026 (the “Extension”). As of the date of this proxy statement/prospectus, the SPAC Board has extended the date to consummate the initial business combination to November 27, 2026.

In connection with the Extension Meeting, SPAC Public Shareholders holding an aggregate of 14,590,367 SPAC Public Shares exercised their right to redeem their shares for approximately $10.86 per share from the funds held in the Trust Account, leaving approximately $91.4 million in cash in the Trust Account after satisfaction of such redemptions. Following such redemptions, SPAC had an aggregate of 14,159,633 ordinary shares outstanding, of which 14,159,632 were SPAC Class A Ordinary Shares and 1 was a SPAC Class B Ordinary Share.

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On June 26, 2026, in connection with the Extension Meeting, SPAC and the Sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with certain existing shareholders unaffiliated with SPAC, the Sponsor, or SPAC’s officers and directors (the “Non-Redeeming Shareholders”), covering an aggregate of 4,256,015 SPAC Class A Ordinary Shares (the “Non-Redemption Shares”). Under the Non-Redemption Agreements, the Non-Redeeming Shareholders agreed not to redeem, or to rescind any prior redemption requests with respect to, the Non-Redemption Shares in connection with the vote at the Extension Meeting. In exchange, the Sponsor agreed to transfer to the Non-Redeeming Shareholders, promptly following Closing, an aggregate of 425,602 Founder Shares held by the Sponsor (the “Assigned Shares”), subject to the Non-Redeeming Shareholders not exercising (or rescinding) their redemption rights, approval of the Extension Amendment Proposal, and consummation of the Business Combination. The Non-Redeeming Shareholders will receive registration rights with respect to the Assigned Shares under the Registration Rights Agreement at the Closing. The Assigned Shares will be drawn from the Discretionary Founder Shares allocation. The Non-Redemption Agreements increased the funds remaining in SPAC’s Trust Account following the Extension Meeting relative to the amount that would have otherwise remained.

The SPAC Public Units, SPAC Class A Ordinary Shares and SPAC Public Warrants are listed on NYSE American under the symbols “TONT U,” “TONT,” and “TONT WS”. On June 11, 2026, the last trading date prior to the public announcement of the signing of the Business Combination Agreement, SPAC Public Units, SPAC Class A Ordinary Shares and SPAC Public Warrants closed at $11.10, $10.82 and $0.15, respectively. As of October 20, 2026, the closing prices of the SPAC Public Units, SPAC Class A Ordinary Shares and SPAC Public Warrants were $11.01, $10.93 and $0.25, respectively. Pubco intends to apply for listing, to be effective at Closing, of the Pubco Class A Common Stock and Pubco Warrants on the NYSE, and intends to retain the trading symbols “TONT” and “TONT WS.” It is a condition to SPAC’s and the Company’s obligations to consummate the Business Combination that the Pubco Class A Common Stock and Pubco Warrants to be issued in connection with the Business Combination Agreement be approved for listing on the Stock Exchange, subject only to official notice of issuance. SPAC and the Company believe that SPAC will satisfy the initial listing requirements of the NYSE at the Closing, but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination may not be consummated unless such condition is waived by SPAC and the Company. The Stock Exchange listing condition may be waived by SPAC or the Company at any time prior to Closing, including after the deadline for submitting redemption requests or the Extraordinary General Meeting. It is important for you to consider that, at the time of the deadline for submitting redemption requests or the Extraordinary General Meeting, Pubco may not have received from NYSE either confirmation of the listing of the Pubco Common Stock and Pubco Warrants or confirmation that approval will be obtained prior to the consummation of the Business Combination, and you will not be notified prior to the deadline for submitting redemption requests or the Extraordinary General Meeting if Pubco has not yet received such approval or confirmation. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without knowing whether the Pubco Common Stock and Pubco Warrants will be listed on the NYSE or another securities exchange and, further, it is possible that such listing may never be achieved and the Business Combination could still be consummated if such condition is waived.

SPAC is, and Pubco will be, an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements. Investing in Pubco Common Class A Stock and Pubco Warrants involves a high degree of risk. See “Risk Factors” beginning on page 77 of this proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in Pubco’s securities.

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This proxy statement/prospectus covers (A) the issuance by Post-Domestication SPAC of (i) up to 14,159,633 shares of Post-Domestication SPAC Common Stock that will be issued in the Domestication upon the conversion of an equal number of SPAC Class A Ordinary Shares (for the avoidance of doubt, after effecting the Redemption, Unit Separation, and Class B Share Conversion), (ii) 17,500,000 Post-Domestication SPAC Warrants that will be issued in the Domestication upon the conversion of an equal number of SPAC Warrants, and (iii) 17,500,000 shares of Post-Domestication SPAC Common Stock issuable upon the exercise of such Post-Domestication SPAC Warrants; and (B) the issuance by Pubco of (i) up to 20,210,627 shares of Pubco Class A Common Stock upon (x) the conversion of up to 11,409,633 shares of Post-Domestication SPAC Common Stock (after effecting the forfeiture of 2,750,000 Sponsor Forfeited Shares) and (y) the issuance of Merger Consideration and Earnout Shares to non-consenting BIG3 shareholders, (ii) 17,500,000 Pubco Warrants upon the conversion of 17,500,000 Post-Domestication SPAC Warrants, and (iii) 17,500,000 shares of Pubco Class A Common Stock issuable upon the exercise of such Pubco Warrants. This proxy statement/prospectus also covers the resale by the Selling Securityholders named therein of up to 3,000,000 shares of Pubco Class A Common Stock, 6,000,000 Pubco Warrants and 6,000,000 shares of Pubco Class A Common Stock issuable upon the exercise of such Pubco Warrants to be received by such Selling Securityholders in the Business Combination. The Selling Securityholders are each deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. Each Selling Securityholder may sell all, some or none of such Pubco Class A Common Stock and Pubco Warrants to be received by such Selling Securityholder in the Business Combination. Pubco will not receive any proceeds from any such offer or sale by the Selling Securityholders, except to the extent that the Pubco Warrants are exercised for cash. The securities of Post-Domestication SPAC to be issued in the Domestication will be issued as an intermediate and transitory step in the Business Combination

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting. SPAC encourages you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 77.

When you review the information included in this proxy statement/prospectus and consider the SPAC Board’s recommendation to vote in favor of the proposals described herein, you should keep in mind that the Sponsor and SPAC’s officers and directors have interests in the Business Combination that may conflict with your interests as a shareholder. For instance, the Sponsor and SPAC’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating SPAC. See the sections entitled “The Business Combination - Interests of Sponsor and SPAC’s Directors and Officers in the Business Combination” and “Beneficial Ownership of Securities” in this proxy statement/prospectus for a further discussion.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [●] and is first being mailed to SPAC Shareholders on or about [●].

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Graf Global Corp.

1790 Hughes Landing Blvd., Suite 400

The Woodlands, Texas 77380

Tel: (310) 745-8669

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF GRAF GLOBAL CORP.

TO BE HELD ON [●], 2026

To the Shareholders of Graf Global Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of shareholders of Graf Global Corp., a Cayman Islands exempted company (“SPAC”), will be held at [●] a.m., Eastern Time, on [●]. The Extraordinary General Meeting will be held virtually, conducted via live webcast at [●]. For purposes of Cayman Islands law and SPAC’s amended and restated memorandum and articles of association, as amended (the “SPAC Organizational Documents”), the physical location of the Extraordinary General Meeting will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, NY 10020. You are cordially invited to attend the Extraordinary General Meeting, which will be held for the following purposes:

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Approval of each of the Business Combination Proposal, the Domestication Proposal, the SPAC Merger Proposal, the Post-Domestication Organizational Documents Proposals, and the Equity Incentive Plan Proposal is a condition to consummating the Business Combination. We refer to such proposals, collectively, as the “Condition Precedent Proposals.”

Only holders of record of Class A ordinary shares, par value $0.0001 per share (“SPAC Class A Ordinary Shares”), and Class B ordinary shares, par value $0.0001 per share (“SPAC Class B Ordinary Shares”), of SPAC at the close of business on [●], 2026 (the “Record Date”) are entitled to notice of and to vote at and to have their votes counted at the Extraordinary General Meeting and any adjournment of the Extraordinary General Meeting.

This proxy statement/prospectus and the accompanying proxy card is being provided to the SPAC Shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournment of the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, all of the SPAC Shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 77 of this proxy statement/prospectus.

After careful consideration, the SPAC Board has unanimously determined that the Business Combination is fair, advisable, and in the best interests of SPAC and its shareholders, unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement, and approval of the transactions contemplated thereby, including the Domestication and Mergers, and “FOR” all other proposals presented to the SPAC Shareholders in this proxy statement/prospectus. The Business Combination was not structured to require the approval of at least a majority of SPAC’s unaffiliated shareholders because such a vote is not required under Cayman law. The SPAC Board did not receive a third-party valuation or fairness opinion in connection with the approval of the Business Combination. When you consider the recommendation of the proposals herein by the SPAC Board, you should keep in mind that the Sponsor and SPAC’s directors and officers and their affiliates have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and SPAC’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

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Pursuant to the SPAC Organizational Documents, a holder of SPAC Class A Ordinary Shares initially issued in the SPAC’s initial public offering (such shares, the “SPAC Public Shares,” such holder, a “SPAC Public Shareholder,” and such offering, the “SPAC IPO”), other than the Sponsor and the other holders of Founder Shares, may request that SPAC redeem all or a portion of his, her, or its SPAC Public Shares for cash if the Business Combination is consummated. As a holder of SPAC Public Shares, you will be entitled to receive cash for any SPAC Public Shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their SPAC Public Shares in the manner described above prior to [●], Eastern Time, on [●] (two business days before the scheduled date of the Extraordinary General Meeting) in order for their SPAC Public Shares to be redeemed.

Holders of SPAC Public Shares (other than the Sponsor and the other holders of Founder Shares) may elect to redeem all or a portion of their SPAC Public Shares regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold SPAC Public Shares on the Record Date. If the Business Combination is not consummated, the SPAC Public Shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a SPAC Public Shareholder (other than the Sponsor and the other holders of Founder Shares) properly exercises its right to redeem all or a portion of the SPAC Public Shares that it holds, including timely delivering such shares to Continental, SPAC will redeem such SPAC Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the funds held in the trust account established at the consummation of the SPAC IPO (the “Trust Account”) (including interest earned on the funds held in the Trust Account and not previously released to SPAC, less taxes payable), calculated as of two business days prior to the consummation of the Business Combination (the “Redemption Price”). For illustrative purposes, as of the Record Date, this would have amounted to approximately $[●] per issued and outstanding SPAC Public Share. Prior to exercising redemption rights, SPAC Public Shareholders should verify the market price of the SPAC Class A Ordinary Shares, as they may receive higher proceeds from the sale of their SPAC Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. SPAC cannot assure shareholders that they will be able to sell their SPAC 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 SPAC Class A Ordinary Shares when SPAC Public Shareholders wish to sell their shares. If a SPAC Public Shareholder exercises its redemption rights in full, then it will be electing to exchange his, her or its SPAC Public Shares for cash and will no longer own SPAC Public Shares. See “Extraordinary General Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your SPAC Public Shares for cash.

Notwithstanding the foregoing, a SPAC Public Shareholder, together with any affiliate of such SPAC Public Shareholder or any other person with whom such SPAC Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming his, her or its SPAC Public Shares with respect to more than an aggregate of 15% of the SPAC Public Shares without SPAC’s prior consent. Accordingly, if a SPAC Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the SPAC Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash without SPAC’s prior consent.

Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation: (i) aggregate cash proceeds of $50,000,000, consisting of (a) the aggregate cash proceeds available for release to SPAC or Pubco from the Trust Account in connection with the Transactions after giving effect to the Redemption, plus (b) the aggregate cash proceeds received by SPAC or Pubco in respect of any Transaction Financing, minus (c) unpaid expenses of SPAC and the Company (the “Minimum Cash Condition”); (ii) the shares of Pubco Class A Common Stock to be issued in connection with the Business Combination having been approved for listing on the Stock Exchange, as mutually determined by SPAC and the Company, subject to official notice of issuance; (iii) the Registration Statement having been declared effective by the Securities and Exchange Commission (the “SEC”) under the

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Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of the Registration Statement being in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement having been initiated or threatened in writing by the SEC; (iv) the approval and adoption of the Business Combination Agreement and Transactions contemplated thereby by the requisite vote of the holders of SPAC Ordinary Shares; (v) written consents from the holders of securities of the Company (the “Sellers”) to approve the adoption of the Business Combination Agreement and the Transactions (the “Seller Written Consents”); (vi) delivery by the Company to SPAC showing that all indebtedness of the Company has been fully repaid or converted into issued and outstanding membership interests of the Company (“Company Interests”) that are converted into Merger Consideration pursuant to Section 1.9 of the Business Combination Agreement; and (vii) the written consent or approval of each note holder for the conversion of the notes into Company Interests prior to Closing. We cannot assure you as to whether these conditions will be satisfied or waived. The Minimum Cash Condition described above is for the benefit of the Company and is only subject to waiver by the Company. Conditions (ii) through (iv) above are for the benefit of both SPAC and the Company, and are subject to waiver by both SPAC and the Company. Conditions (v) through (vii) above are for the benefit of SPAC and are only subject to waiver by SPAC.

As of the date of this proxy statement/prospectus, the Minimum Cash Condition has not been satisfied. The parties intend to satisfy the Minimum Cash Condition through Transaction Financing and through amounts released from the Trust Account however, there are no agreements with respect to Transaction Financing or the retention of SPAC Public Shares as of the date of this proxy statement/prospectus. In the event that the Minimum Cash Condition is not satisfied due to redemptions of the SPAC Public Shares, which reduce the amount available to be released to the parties from the Trust Account, and/or the failure to obtain third-party financing, the Company may, in its sole discretion, waive the Minimum Cash Condition. If the Company waives the Minimum Cash Condition, SPAC intends to file a Current Report on Form 8-K within four business days of such event, however such condition may be waived at any time prior to the Closing, including after the deadline for submitting redemption requests or the Extraordinary General Meeting, and, given such timing, you may not be notified before the deadline for submitting redemption requests or the Extraordinary General Meeting. For more information, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”

Only holders of record of SPAC Ordinary Shares at the close of business on the Record Date are entitled to notice of and to have their votes counted at the Extraordinary General Meeting and any adjournment of the Extraordinary General Meeting.

Pursuant to the SPAC Organizational Documents and Cayman law, each of the Business Combination Proposal, the Advisory Organizational Documents Proposal, the Equity Incentive Plan Proposal, and the Adjournment Proposal (if submitted to SPAC Shareholders for a vote) requires approval by ordinary resolution at the Extraordinary General Meeting.

Pursuant to the SPAC Organizational Documents and Cayman law, each of the Domestication Proposal and the Post-Domestication Organizational Documents Proposal requires approval by special resolution of the holders of the SPAC Class B Ordinary Shares at the Extraordinary General Meeting.

The approval of the SPAC Merger Proposal requires the affirmative vote of holders of a majority of the SPAC Ordinary Shares outstanding.

The Sponsor and other holders of Founder Shares have agreed to vote any SPAC Ordinary Shares owned by them in favor of the Business Combination Proposal. The Sponsor and other holders of Founder Shares collectively own 5,750,000 SPAC Ordinary Shares, or approximately 40.6% of the issued and outstanding SPAC Ordinary Shares. Accordingly, if all issued and outstanding SPAC Ordinary Shares vote on each of the Business Combination Proposal, Advisory Organizational Documents Proposals, Equity Incentive Plan Proposal, and Adjournment Proposal, we would need only 1,329,818, or 15.8%, of the 8,409,633 outstanding SPAC Public Shares to be voted in favor of the such proposals in order to have them approved and adopted. If only a minimum quorum is present and votes on each of the Business Combination Proposal, Advisory Organizational Documents Proposals, Equity Incentive Plan Proposal, and Adjournment Proposal, we would not need any SPAC Public Shares to be voted in favor of such proposals in order to have them approved and adopted. Similarly, we will need only 1,329,818, or 15.8%, of the 8,409,633 outstanding SPAC Public Shares to be voted in favor of the SPAC Merger Proposal in order to have the SPAC Merger Proposal approved and adopted.

The Sponsor owns the sole issued and outstanding SPAC Class B Ordinary Share. The holders of SPAC Class A Ordinary Shares will have no right to vote on the Domestication Proposal or the Post-Domestication Organizational Documents Proposal in accordance with Article 47 of the SPAC Organizational Documents. Accordingly, each of the Domestication Proposal and the Post-Domestication Organizational Documents Proposal is expected to be approved.

In connection with the SPAC IPO, the Sponsor and SPAC’s officers and directors entered into a letter agreement with SPAC (the “Insider Letter”), pursuant to which they agreed to waive their redemption rights with respect to their Founder Shares and SPAC Public Shares in connection with the completion of an initial business combination. Such redemption rights waiver was provided at the time of the SPAC IPO without any separate consideration paid. Additionally, pursuant to the Sponsor Support Agreement, the Sponsor

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and each holder of Founder Shares agreed not to redeem any SPAC Ordinary Shares held by them in connection with the Business Combination. Such redemption rights waiver was provided without any separate consideration paid.

Your vote is very important.   Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the Extraordinary General Meeting, and if the other conditions to Closing are satisfied or waived.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting and otherwise will have no effect on any proposal except for the SPAC Merger Proposal (which requires the affirmative vote of a majority the outstanding SPAC Ordinary Shares), because each other proposal requires the affirmative vote of a particular number of votes cast and an abstention is not a vote cast. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of this proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the Business Combination and related Transactions and each of the proposals. You are encouraged to read the proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to therein. If you have any questions or need assistance voting your SPAC Ordinary Shares, please contact [●], our proxy solicitor, by email at [●]. Individuals may also call [●] toll free; banks and brokers may call [●]. This notice of Extraordinary General Meeting and the proxy statement/prospectus are available at [●].

Thank you for your participation. We look forward to your continued support.

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Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on [●]: This notice of Extraordinary General Meeting and the related proxy statement will be available at [●].

IF YOU RETURN YOUR PROXY CARD SIGNED AND WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR PROXY CARD WILL APPOINT JAMES A. GRAF AS YOUR PROXY TO VOTE YOUR SHARES IN HIS DISCRETION. MR. GRAF WILL VOTE ANY UNDIRECTED PROXIES IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) SUBMIT A WRITTEN REQUEST TO CONTINENTAL AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, WHICH REQUEST MUST INCLUDE THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SPAC PUBLIC SHARES FOR WHICH REDEMPTION IS REQUESTED, THAT YOUR SPAC PUBLIC SHARES BE REDEEMED FOR CASH, AND (2) TENDER OR DELIVER YOUR SPAC PUBLIC SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE SPAC PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. 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. SEE “THE EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated [●] and is first being mailed to shareholders on or about [●].

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ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the SEC by SPAC, Pubco and the Company, constitutes a prospectus of (i) Post-Domestication SPAC under Section 5 of the Securities Act with respect to the Post-Domestication SPAC Common Stock and Post-Domestication SPAC Warrants to be issued in connection with the Domestication pursuant to the Business Combination Agreement if the Business Combination described herein is consummated, and the Post-Domestication SPAC Common Stock issuable upon the exercise of such Post-Domestication Warrants, and (ii) Pubco under Section 5 of the Securities Act with respect to the Pubco Class A Common Stock and Pubco Warrants to be issued under the Business Combination Agreement if the Business Combination described herein is consummated, and the Pubco Class A Common Stock issuable upon the exercise of such Pubco Warrants. This document also constitutes a notice of meeting and a proxy statement of SPAC under Section 14(a) of the Exchange Act with respect to the Extraordinary General Meeting of SPAC at which SPAC Shareholders will be asked to consider and vote upon proposals to approve the Business Combination by the adoption of the Business Combination Agreement, among other matters.

This document also contains a resale prospectus with respect to the resale by the Selling Securityholders from time to time of up to 3,000,000 shares of Pubco Class A Common Stock and 6,000,000 Pubco Warrants to be received by them in the Business Combination, and of up to 6,000,000 shares of Pubco Class A Common Stock issuable upon the exercise of such Pubco Warrants. The Selling Securityholders may sell all, some or none of such Pubco Class A Common Stock and Pubco Warrants. Pubco will not receive any proceeds from any such offer or sale by the Selling Securityholders, but will receive proceeds to the extent that the Pubco Warrants are exercised for cash.

The two prospectuses contained in this registration statement (i.e., the primary offering prospectus and the resale prospectus) are substantively identical in all respects, except that the resale prospectus contains a different cover page, a “Selling Securityholders” section and an alternate “Plan of Distribution” section, each of which is set forth in the Alternate Pages.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to SPAC Shareholders nor the issuance by Post-Domestication SPAC of Post-Domestication SPAC Common Stock and Post-Domestication SPAC Warrants or by Pubco of Pubco Class A Common Stock and Pubco Warrants in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding SPAC has been provided by SPAC and information contained in this proxy statement/prospectus regarding the Company has been provided by the Company.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

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TABLE OF CONTENTS

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FINANCIAL STATEMENT PRESENTATION

SPAC

The historical unaudited condensed financial statements of SPAC as of and for the six months ended June 30, 2026 and the historical audited financial statements of SPAC as of and for the years ended December 31, 2025 and 2024 were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are denominated in U.S. dollars.

The Company

The Company was formed as a limited liability company in Delaware on September 18, 2024. The unaudited condensed consolidated financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 and the audited consolidated financial statements of the Company as of and for the years ended December 31, 2025 and 2024 have been prepared in accordance with U.S. GAAP and are denominated in U.S. dollars.

Pubco

Pubco was incorporated in Delaware on June 5, 2026, for the purpose of effectuating the Business Combination described herein. Pubco currently has no material assets and does not currently operate any businesses. The Merger Subs are wholly-owned subsidiaries of Pubco. The consolidated financial statements of Pubco have been prepared in accordance with U.S. GAAP.

Rounding and Negative Amounts

Certain numerical information and other amounts and percentages in this proxy statement/prospectus, including financial data, have been rounded. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables may not conform exactly to the total figure given for that column or row or the sum of certain numbers presented as a percentage may not conform exactly to the total percentage given.

In preparing the audited and unaudited historical financial statements of SPAC, certain numerical figures are presented in thousands. For the convenience of the reader of this proxy statement/prospectus, certain numerical figures in this proxy statement/prospectus are rounded to the nearest thousand. As a result of this rounding, certain numerical figures presented herein may vary slightly from the corresponding numerical figures presented in SPAC’s financial statements.

In tables, negative amounts are shown between parentheses. Otherwise, negative amounts may also be shown by “—” before the amount.

Currency Presentation

The financial statements of SPAC, the Company and Pubco are measured and presented using United States dollars.

References to “$,” “US$” and “U.S. dollar” each refer to the United States dollar.

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This document contains references to trademarks, trade names and service marks belonging to the Company or to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ^® or ^™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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MARKET AND INDUSTRY DATA

SPAC, the Company, and Pubco are responsible for the disclosure contained in this proxy statement/prospectus. Information contained in this proxy statement/prospectus concerning the market and the industry in which the Company competes, including its market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by the Company based on such sources and the Company’s knowledge of the markets for its services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations, and third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable. The industry in which the Company operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” and elsewhere in this proxy statement/prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Although SPAC, the Company, and Pubco have not independently verified the accuracy or completeness of third-party information, SPAC, the Company, and Pubco believe the industry and market information included in this proxy statement/prospectus is reliable. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

Notwithstanding anything in this proxy statement/prospectus to the contrary, SPAC, the Company, and Pubco are responsible for all disclosures in this proxy statement/prospectus.

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FREQUENTLY USED TERMS

In this proxy statement/prospectus, the following terms have the following meanings:

“25% Redemptions Scenario” means the redemptions scenario that assumes that 2,102,408 SPAC Public Shares are redeemed, or approximately 25% of the SPAC Public Shares, for an aggregate payment of approximately $22.8 million (based on the estimated per-share Redemption Price of approximately $10.87 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026.

“50% Redemptions Scenario” means the redemptions scenario that assumes that 4,204,816 SPAC Public Shares are redeemed, or approximately 50% of the SPAC Public Shares, for an aggregate payment of approximately $45.7 million (based on the estimated per-share Redemption Price of approximately $10.87 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026.

“75% Redemptions Scenario” means the redemptions scenario that assumes that 6,307,224 SPAC Public Shares are redeemed, or approximately 75% of the SPAC Public Shares for an aggregate payment of approximately $68.5 million (based on the estimated per-share Redemption Price of approximately $10.87 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026.

“100% Redemptions Scenario” means the redemptions scenario that assumes that 8,409,633 SPAC Public Shares are redeemed, or 100% of the SPAC Public Shares, for an aggregate payment of approximately $91.4 million (based on the estimated per-share Redemption Price of approximately $10.87 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026.

“Action” means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint, stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or investigation, by or before any Governmental Authority.

“Ancillary Documents” means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.

“Audited Financials” means the audited consolidated financial statements of the Company as of and for each of the twelve (12) months ended December 31, 2024 and December 31, 2025, consisting of the audited consolidated balance sheet of the Company as of December 31, 2024 and December 31, 2025, and the related audited consolidated income statement, changes in members’ equity and statement of cash flows for the twelve (12) months then ended, and the related notes thereto, audited by a PCAOB qualified auditor in accordance with PCAOB auditing standards.

“Benefit Plans” of any person means any and all deferred compensation, executive compensation, incentive compensation, phantom equity, option, stock appreciation right, restricted stock, restricted stock unit, equity purchase or other equity-based compensation plan, employment or consulting, severance, change in control, retention or termination pay, employee or consultant loan program, vacation, sick, or other bonus, deferred compensation plan or practice, hospitalization or other medical, life, death, disability or other insurance, fringe benefit, Section 125 cafeteria plan, welfare, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement, commitment or arrangement, Foreign Pension Plan, and each other employee benefit plan, program, agreement or arrangement, including each “employee benefit plan” as such term is defined under Section 3(3) of ERISA (including any similar plan subject to laws of a jurisdiction outside of the United States), maintained or contributed to or required to be contributed to by a person for the benefit of any employee or former employee of such Person, or with respect to which such person has any Liability, whether direct or indirect, actual or contingent, whether formal or informal, and whether legally binding or not.

“Big3 Basketball” means the professional 3-on-3 half-court basketball league founded in 2017.

“Business Day” means any day other than a Saturday, Sunday, a legal holiday on which commercial banking institutions in New York, New York are authorized to close for business (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking

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institutions in New York, New York are generally open for use by customers on such day) or, for so long as SPAC remains domiciled in Cayman Islands, a day on which Governmental Authorities in the Cayman Islands are authorized or required by law to close.

“Business Combination Deadline” means the SPAC’s deadline to complete a business combination under the SPAC Organizational Documents, which is currently up to December 27, 2026.

“Cash Position” means (x) the amount of cash held by the Company minus (y) the Target Companies’ aggregate Indebtedness amount pursuant to that certain loan and/or secured promissory note with Yeezy, LLC or an affiliate thereof having a principal amount of $5.0 million (including principal and any accrued but unpaid interest or other obligations), in each case, as of a particular time. For the avoidance of doubt, “Cash Position” may be a negative number.

“Cayman Conversion Documents” means the documents required to be filed with the Cayman Registrar in order to give effect to the Domestication pursuant to the SPAC Organizational Documents and the Companies Act (As Revised) of the Cayman Islands.

“Cayman Registrar” means the Registrar of Companies in the Cayman Islands.

“Class A Units” means the issued and outstanding Class A Units of the Company pursuant to the Company Operating Agreement.

“Class B Units” means the issued and outstanding Class B Units of the Company pursuant to the Company Operating Agreement.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date of the closing of the Business Combination.

“Closing SPAC Cash” means, without duplication, an amount equal to (a) the aggregate cash proceeds available for release to SPAC or Pubco from the Trust Account in connection with the Transactions after giving effect to the Redemption, plus (b) the aggregate cash proceeds received by SPAC or Pubco in respect of any Transaction Financing, minus (c) unpaid Expenses of SPAC and the Company.

“Combination Period” means the period of time by which SPAC is required to consummate the Business Combination, as such period may be extended from time to time in accordance with the SPAC Organizational Documents and the Trust Agreement.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands.

“Company Convertible Security” or “Company Convertible Securities” means, collectively, any options, warrants or rights (other than any Company Interests) to subscribe for or purchase any equity securities of the Company or securities or notes convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any equity securities of any the Company or its direct or indirect subsidiaries (including, without limitation, any convertible promissory notes).

“Company Interests” means, collectively, the issued and outstanding membership interests of the Company. The Company Interests consist solely of Class A Units, Class B Units and Preferred Units.

“Company Securities” means all equity securities of the Company and securities convertible into equity securities of the Company, including, without limitation, Company Interests, Company Convertible Securities, Preferred Units and Company Warrants.

“Company Warrants” means all warrants to purchase any equity interests of the Company. As of the date of this proxy statement/prospectus, all previously-issued Company Warrants have expired and there are no Company Warrants outstanding.

“Condition Precedent Proposals” means each of the Business Combination Proposal, the Domestication Proposal, the Merger Proposal, the Post-Domestication Organizational Documents Proposal, and the Equity Incentive Plan Proposal.

“Delaware Conversion Documents” means the documents required to be filed with the Delaware Secretary of State to give effect to the Domestication pursuant to the DGCL.

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“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Final Conversion Date” means, with respect to the Pubco Class B Common Stock, the earlier of (a) the date specified by the holders of two-thirds of the then outstanding shares of Pubco Class B Common Stock, voting as a separate class, or in the affirmative written election executed by the holders of two-thirds of the then outstanding shares of Pubco Class B Common Stock, (b) the date fixed by the Pubco Board that is no less than 10 days and no more than 30 days following the date that the number of outstanding shares of Pubco Class B Common Stock held by the Big3 Founders and their Permitted Transferees (as defined in the Proposed Pubco Charter) represents less than one-third of the aggregate number of shares of Pubco Class B Common Stock outstanding immediately following the Business Combination, or (c) the date that is ten (10) years from the closing of the Business Combination.

“Financing Agreement” means a financing agreement with accredited investors for one or more Transaction Financings by Pubco on such terms and structuring, and using such strategy, placement agents and approach as SPAC and the Company reasonably agree.

“GAAP” means generally accepted accounting principles as in effect in the United States of America.

“Governmental Authority” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

“High Vote Sellers” means Jeffrey Kwatinetz and O’Shea Jackson Sr. (or any of their affiliates) and BigFourH Holdings LLC, in each case, insofar as such person is a Seller as of immediately prior to the Company Merger Effective Time.

“Indebtedness” of any person means, without duplication, (a) all indebtedness of such person for borrowed money (including the outstanding principal and accrued but unpaid interest), (b) all obligations for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (c) any other indebtedness of such person that is evidenced by a note, bond, debenture, credit agreement or similar instrument, (d) all obligations of such person under leases that should be classified as capital leases in accordance with GAAP, (e) all obligations of such person for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, that has been drawn or claimed against, (f) all obligations of such person in respect of acceptances issued or created, (g) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such person, whether periodically or upon the happening of a contingency, (h) all obligations secured by a Lien on any property of such person, (i) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such person and (j) all obligations described in clauses (a) through (i) above of any other person which is directly or indirectly guaranteed by such person or which such person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.

“IPO” means the initial public offering of SPAC Public Units (and any successor equity thereto) pursuant to the IPO Prospectus.

“IPO Prospectus” means the final prospectus of SPAC, dated as of June 25, 2024, and filed with the SEC on June 27, 2024 (File No. 333-279889).

“IPO Underwriter” means Cantor Fitzgerald & Co.

“IRS” means the U.S. Internal Revenue Service (or any successor Governmental Authority).

“Merger Consideration” means the aggregate consideration to be paid or payable to holders of the Company Securities as of the Company Merger Effective Time, which will consist of a number of newly issued shares of Pubco Common Stock equal to (x) the result of (i) $290,000,000 plus (ii) the Company’s Cash Position at the Company Merger Effective Time, divided by (y) $10.83.

“No Additional Redemptions Scenario” means the redemptions scenario that assumes that no additional SPAC Public Shares are redeemed.

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“Notes” means the convertible promissory notes issued or assumed by the Company or its direct or indirect subsidiaries, including the convertible promissory notes issued in 2019, 2021, 2022 and 2023 having an aggregate principal amount of approximately $24,139,000 as of December 31, 2025.

“NYSE American” means the NYSE American LLC.

“OpCo” means BIG3 Basketball, LLC, a Delaware limited liability company.

“Per Share Price” means $10.83.

“Percentage Merger Consideration” means a number of shares of Pubco Common Stock equal to (a) the aggregate number of shares of Pubco Common Stock in the Merger Consideration, multiplied by (b) the percentage set forth opposite such Seller’s name on Schedule 1.9 of the Business Combination Agreement.

“Preferred Units” means, collectively, the preferred membership interests and preferred units of the Company.

“Proposed Pubco Bylaws” means the proposed amended and restated bylaws of Pubco, the form of which is attached to this proxy statement/prospectus as Annex E.

“Proposed Pubco Charter” means the proposed amended and restated certificate of incorporation of Pubco, the form of which is attached to this proxy statement/prospectus as Annex D.

“Proposed Post-Domestication SPAC Bylaws” means the proposed bylaws of Post-Domestication SPAC, the form of which is attached to this proxy statement/prospectus as Annex C.

“Proposed Post-Domestication SPAC Charter” means the proposed certificate of incorporation of Post-Domestication SPAC, the form of which is attached to this proxy statement/prospectus as Annex B.

“Pubco Class A Common Stock” means the shares of Pubco Class A Common Stock, par value $0.0001 per share, entitling the holders thereof to one (1) vote per share on all matters on which the holders of Pubco Common Stock are entitled to vote.

“Pubco Class B Common Stock” means the shares of Pubco Class B Common Stock, par value $0.0001 per share, which will (i) have ten (10) votes per share for so long as the High Vote Seller holding such share owns a percentage of Pubco Common Stock to be specified in the Proposed Pubco Charter, (ii) not be transferrable except for certain permitted transfers as set forth in the Proposed Pubco Charter and (iii) have such other obligations and other terms as set forth in the Proposed Pubco Charter.

“Pubco Common Stock” means Pubco Class A Common Stock and Pubco Class B Common Stock, along with any equity securities paid as dividends or distributions after the Closing with respect to such shares or into which such shares are exchanged or converted after the Closing.

“Pubco Private Warrants” means one whole warrant entitling the holder thereof to purchase one (1) share of Pubco Class A Common Stock at a price of $11.50 per share, which will continue to have, and be subject to, the same terms as the SPAC Private Warrants (other than the fact that it will be exercisable for one share of Pubco Class A Common Stock in lieu of one SPAC Class A Ordinary Share) and will be governed by the Warrant Agreement, as assigned to and assumed by Pubco pursuant to the Warrant Assumption Agreement.

“Pubco Public Warrants” means one whole warrant entitling the holder thereof to purchase one (1) share of Pubco Class A Common Stock at a price of $11.50 per share, which will continue to have, and be subject to, the same terms as the SPAC Public Warrants (other than the fact that it will be exercisable for one share of Pubco Class A Common Stock in lieu of one SPAC Class A Ordinary Share) and will be governed by the Warrant Agreement, as assigned to and assumed by Pubco pursuant to the Warrant Assumption Agreement.

“Pubco Securities” means the Pubco Common Stock and the Pubco Warrants, collectively.

“Pubco Stockholders” means the holders of Pubco Common Stock.

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“Pubco Warrants” means Pubco Private Warrants and Pubco Public Warrants, collectively.

“Sale of Pubco” means (a) any transaction or series of related transactions (whether by merger, consolidation, tender offer, exchange offer, stock transfer or otherwise) that (A) results in any person acquiring beneficial ownership, directly or indirectly, of equity securities of Pubco that represent more than 50% of (i) the issued and outstanding Pubco Common Stock or the equity interests of the Company Surviving Subsidiary or (B) in which holders of equity securities of Pubco own less than 50% of the surviving entities’ (or direct or indirect parent of surviving entities’) equity securities immediately after the transaction, or (ii) the combined voting power of the then-outstanding voting equity securities of Pubco, or (b) any sale, transfer or other disposition to a person of all or substantially all of the assets (by book value), of Pubco and its subsidiaries on a consolidated basis based on the most recent annual audited financial statements of Pubco (other than licensing, partnering or similar transactions in the ordinary course of business).

“Sale Price” means the price per share of Pubco Common Stock paid or payable to the holders of outstanding Pubco Common Stock in a Sale of Pubco, inclusive of the net present value of any contingent deferred purchase price or earnouts; provided that, if and to the extent such price is payable in whole or in part in the form of consideration other than cash, the price for such non-cash consideration will be with respect to any securities, (i) pursuant to the methodology of valuation of securities in the definitive agreement for the Sale of Pubco, (ii) if such methodology is not available, the volume weighted average of the closing prices of the sales of such securities on all securities exchanges on which such securities are then listed over a period of at least 20 days (which days need not be consecutive) out of 30 consecutive trading days ending on the trading day immediately prior to the date of determination, or (iii) in the absence of (i) and if the information contemplated by the preceding clause (ii) is not practically available, then the fair value of such securities as of the date of valuation as determined by an independent, nationally recognized investment banking firm selected by the board of directors of Pubco, on the basis of an orderly sale to a willing, unaffiliated buyer in an arm’s-length transaction, taking into account all factors determinative of value as the investment banking firm determines relevant (and giving effect to any transfer Taxes payable in connection with such sale).

“SEC” means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).

“Securities Act” means the Securities Act of 1933, as amended.

“Sellers” means, collectively, holders of Company Securities.

“Seller Written Consent” means the written consents from the Sellers approving the adoption of the Business Combination Agreement and the Transactions. On June 12, 2026, the Company obtained and delivered to the SPAC the written consent of a sufficient number of Company Interests required to approve the Business Combination Agreement and the Company Merger and each ancillary agreement to which the Company is a party.

“SPAC Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of SPAC prior to consummation of the Domestication.

“SPAC Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of SPAC prior to consummation of the Domestication.

“Post-Domestication SPAC Common Stock” means the shares of common stock, par value $0.0001 per share, of Post-Domestication SPAC following the consummation of the Domestication.

“Post-Domestication SPAC Warrants” means the warrants of Post-Domestication SPAC, exercisable for shares of Post-Domestication Common Stock, following the consummation of the Domestication.

“SPAC Ordinary Shares” means SPAC Class A Ordinary Shares and SPAC Class B Ordinary Shares, collectively.

“SPAC Organizational Documents” means the Amended and Restated Memorandum and Articles of Association of SPAC, as in force and effective under the Act.

“SPAC Private Warrants” means the warrants that were issued to the Sponsor and the IPO Underwriter in a private placement that closed simultaneously with the IPO, with each whole warrant entitling the holder thereof to purchase one (1) SPAC Class A Ordinary Share at a purchase price of $11.50 per share.

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“SPAC Public Shares” means the SPAC Class A Ordinary Shares that were included as part of each SPAC Public Unit issued in the IPO.

“SPAC Public Units” means the units issued in the IPO consisting of one SPAC Class A Ordinary Share and one-half (1/2) of one SPAC Public Warrant.

“SPAC Public Warrants” means the warrants that were included as part of each SPAC Public Unit, each whole SPAC Public Warrant entitling the holder thereof to purchase one (1) SPAC Class A Ordinary Share at a purchase price of $11.50 per share.

“SPAC Securities” means SPAC Public Units, SPAC Ordinary Shares, SPAC Preference Shares and SPAC Warrants, collectively.

“SPAC Shareholders” means holders of SPAC Ordinary Shares.

“SPAC Warrants” means SPAC Private Warrants and SPAC Public Warrants, collectively.

“Sponsor” means Graf Global Sponsor LLC, a Delaware limited liability company.

“Stock Exchange” means the Nasdaq Stock Market, New York Stock Exchange, NYSE American or another national securities exchange as mutually determined by SPAC and the Company prior to the Closing.

“Taxes” means (a) all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value-added, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, tax collected at source, equalization levy, payroll, employment, social security and related contributions due in relation to the payment of compensation to employees, excise, severance, stamp, occupation, premium, property, windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (b) any Liability for payment of amounts described in clause (a) whether as a result of being a member of an affiliated, consolidated, combined or unitary group for any period or otherwise through operation of law and (c) any Liability for the payment of amounts described in clauses (a) or (b) as a result of any tax sharing, tax group, tax indemnity or tax allocation agreement with, or any other express or implied agreement to indemnify, any other person.

“Transaction Financing” means a capital raising transaction in connection with the Transactions structured as one or a combination of common equity, preferred equity, convertible equity or debt, non-redemption or backstop arrangements with respect to the Trust Account, in each case, whether such investment is into SPAC, the Company or Pubco.

“Trust Account” means the trust account established by SPAC with the net proceeds from the IPO and related private placement pursuant to the Trust Agreement in accordance with the IPO Prospectus.

“Trust Agreement” means that certain Investment Management Trust Agreement, dated as of June 25, 2024, as it may be amended, by and between SPAC and the Trustee, as well as any other agreements entered into related to or governing the Trust Account.

“Underwriting Agreement” means that certain Underwriting Agreement, by and between SPAC and Cantor Fitzgerald & Co.

“Warrant Agreement” means that certain Warrant Agreement, dated as of June 25, 2024, by and between SPAC and Continental Stock Transfer & Trust Company, a New York corporation.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements included in this proxy statement/prospectus that are not historical facts are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters.

These forward-looking statements include, but are not limited to:

These statements are based on various assumptions and on the current expectations of SPAC’s, the Company’s, and Pubco’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of SPAC, the Company, and Pubco.

These forward-looking statements are subject to a number of risks and uncertainties, including:

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If any of these risks materialize or SPAC’s, the Company’s, and Pubco’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that none of SPAC, the Company, and Pubco presently know or that SPAC, the Company, and Pubco currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect SPAC’s, the Company’s, and Pubco’s expectations, plans, or forecasts of future events and views as of the date of this proxy statement/prospectus and are qualified in their entirety by reference to the cautionary statements herein. SPAC, the Company, and Pubco anticipate that subsequent events and developments will cause SPAC’s, the Company’s, and Pubco’s assessments to change. These forward-looking statements should not be relied upon as representing SPAC’s, the Company’s, and Pubco’s assessments as of any date subsequent to the date of this proxy statement/prospectus. Accordingly, undue reliance should not be placed upon the forward-looking statements. None of SPAC, the Company, Pubco, nor any of their respective affiliates undertake any obligation to update these forward-looking statements, except as required by law.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Extraordinary General Meeting and the proposals to be presented at the Extraordinary General Meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that is important to SPAC Shareholders. SPAC Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the Business Combination and the voting procedures for the Extraordinary General Meeting.

Q:Why am I receiving this proxy statement/prospectus?

SPAC Shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. SPAC is proposing to consummate the Business Combination with the Company and Pubco. The terms of the Business Combination Agreement are described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached hereto as Annex A. SPAC urges its shareholders to read the Business Combination Agreement in its entirety.

THE VOTE OF SPAC SHAREHOLDERS IS IMPORTANT. SPAC SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE EXTRAORDINARY GENERAL MEETING.

Q:What proposals are SPAC Shareholders being asked to vote on?

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If SPAC’s shareholders do not approve each of the Condition Precedent Proposals, then the Business Combination Agreement could be terminated and the Business Combination may not be consummated. See “Proposal No. 1 — The Business Combination Proposal,” “Proposal No. 2 – The Domestication Proposal,” “Proposal No. 3 – The SPAC Merger Proposal,” “Proposal No. 4 – The Post-Domestication Organizational Documents Proposal,” “Proposal No. 5 — The Advisory Organizational Documents Proposals,” “Proposal No. 6 – The Equity Incentive Plan Proposal,” and “Proposal No. 7 – The Adjournment Proposal” of this proxy statement/prospectus, respectively.

SPAC will hold the Extraordinary General Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. SPAC Shareholders should read it carefully.

After careful consideration, the SPAC Board has determined that each of the Business Combination Proposal, the Domestication Proposal, the SPAC Merger Proposal, the Post-Domestication Organizational Documents Proposal, each of the Advisory Organizational Documents Proposals, the Equity Incentive Plan Proposal, and the Adjournment Proposal, if presented, are fair, advisable, and in the best interests of SPAC and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of SPAC’s directors and/or officers may result in a conflict of interest on the part of such director and/or officer between what he or they may believe is in the best interests of SPAC and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor and SPAC’s officers and directors have interests in the Business Combination that may conflict with your interests as a shareholder. See “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor and SPAC’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

Q:Are the proposals conditioned on one another?

Q:I am a holder of SPAC Public Shares. Why am I receiving this proxy statement/prospectus?

This proxy statement/prospectus includes important information about Pubco and the business of Pubco and its subsidiaries following consummation of the Business Combination. SPAC urges you to read the information contained in this proxy statement/prospectus carefully.

Q.I am a holder of SPAC Warrants. Why am I receiving this proxy statement/prospectus?

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This proxy statement/prospectus includes important information about the business of Pubco and its subsidiaries following consummation of the Business Combination. SPAC urges you to read the information contained in this proxy statement/prospectus carefully.

Q:Why is SPAC proposing the Business Combination?

On June 27, 2024, SPAC completed an initial public offering of 23,000,000 SPAC Public Units (including the underwriters’ full exercise of their over-allotment option), at a price of $10.00 per SPAC Public Unit, generating gross proceeds of $230,000,000. Simultaneously with the completion of the SPAC IPO, the Sponsor purchased an aggregate of 4,000,000 SPAC Private Warrants for $1.00 per warrant, or an aggregate of $4,000,000, and the underwriter purchased an aggregate of 2,000,000 SPAC Private Warrants for $1.00 per warrant, or an aggregate of $2,000,000. A total of $230,000,000 of the proceeds from the SPAC IPO and private placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. SPAC initially had 24 months from the closing of the SPAC IPO, or until June 27, 2026, to complete its initial business combination.

On June 26, 2026, SPAC held the Extension Meeting, at which shareholders approved an amendment to the SPAC Organizational Documents to extend the date by which SPAC has to consummate an initial business combination from June 27, 2026 to September 27, 2026, and provided that SPAC has executed a definitive agreement for an initial business combination by September 27, 2026 but has not consummated an initial business combination by such date, to permit the SPAC Board, in its sole discretion, to further extend such date up to three times in one-month increments, to up to December 27, 2026. As of the date of this proxy statement/prospectus, the SPAC Board has extended the date to consummate the initial business combination to November 27, 2026. In connection with the shareholder approval of the extension, an aggregate of 14,590,367 SPAC Public Shares were redeemed for an aggregate of approximately $158.5 million, representing approximately 63.4% of the SPAC Public Shares then outstanding. Since the IPO, SPAC’s activity has been limited to the evaluation of business combination target companies.

The Company is in the sports media business and is the holding company for BIG3 Basketball, LLC (“OpCo”), which operates a professional three-on-three basketball league. The Company has generated revenue through its existing operations, including revenue from team sales, sponsorships, advertising, event ticket sales and merchandise sales. The SPAC Board considered a wide variety of factors in connection with its evaluation of the Business Combination, including the SPAC Board’s review of the results of the due diligence conducted by SPAC’s management and its advisors. As a result, the SPAC Board concluded that the Business Combination with the Company would present a unique business combination opportunity and is fair, advisable and in the best interests of the SPAC and all of its shareholders. The SPAC Board also considered certain potentially material negative factors as well as certain potential conflicts of interest in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “Proposal No. 1 — The Business Combination Proposal — The SPAC Board’s Reasons for the Approval of the Business Combination,” as well as in the section entitled “Risk Factors”.

Q:What will happen in the Business Combination?

A:The Business Combination is structured as follows:

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Q:What are the reasons for the structure and timing of the Business Combination and related financing?

On April 2, 2026, Mr. Zeko contacted Mr. Graf to explore whether SPAC would be interested in a potential business combination with the Company. Mr. Graf and Fehmi Zeko had previously met in 2011 in connection with Mr. Graf’s first special purpose acquisition company. The SPAC and the Company signed an NDA on April 2, 2026, which did not include a standstill or similar provision. On April 3, 2026, Mr. Graf briefed the IPO Underwriter on the possible transaction, and the next day Mr. Graf briefed the SPAC Board on the Company opportunity. Throughout April 2026, the parties negotiated and ultimately entered into a non-binding letter of intent. From approximately May 2026 to June 2026, the parties negotiated the terms of the definitive Business Combination Agreement and each Ancillary Agreement. On June 11, 2026, the SPAC Board approved the Business Combination Agreement and related ancillary transaction documentation. On June 12, 2026, the Business Combination Agreement and the ancillary transaction documents were finalized and executed by SPAC, the Company and other parties thereto. The terms of the Business Combination Agreement are the result of extensive negotiations between the representatives of SPAC and the Company, each in consultation with its advisors.

As of the date of this proxy statement/prospectus, SPAC has not entered into any Financing Agreement for Transaction Financing, no Sponsor Investment has been made, and the Minimum Cash Condition has not been satisfied. In the event that the Minimum Cash Condition is not satisfied as a result of redemptions of the SPAC Public Shares which reduce the amount available to be released to the parties from the Trust Account and/or the failure to obtain third-party financing, the Company may, in its sole discretion, waive the Minimum Cash Condition. If the Company waives the Minimum Cash Condition, SPAC intends to file a Current Report on Form 8-K within four Business Days of such event, however such condition may be waived at any time prior to the Closing, including after the deadline for submitting redemption requests or the Extraordinary General Meeting, and, given such timing, you may not be notified before the deadline for submitting redemption requests or the Extraordinary General Meeting.

As contemplated by the Business Combination Agreement, the structure and timing of the Business Combination, including any Transaction Financing, are consistent with common practice in initial business combination transactions consummated by special purpose acquisition companies. The Transaction Financing, if any is obtained, is expected to strengthen Pubco’s balance sheet to support its operations and the execution of its strategy, and will reduce Pubco’s need to seek additional financing following the Closing, benefiting all stakeholders. The timing for the consummation of the Business Combination provided for in the Business Combination Agreement, which was effectively as soon as reasonably practicable following the execution of the Business Combination Agreement, was determined and agreed by the parties in light of general business considerations weighing in favor of consummating the transaction promptly and the deadline for SPAC to complete an initial business combination pursuant to the SPAC Organizational Documents.

For more information, see “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination.”

Q:What will SPAC Shareholders receive in the Business Combination?

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At the SPAC Merger Effective Time, each issued and outstanding share of Post-Domestication SPAC Common Stock will convert automatically into the right to receive one share of Pubco Class A Common Stock.

Q:What will SPAC Warrant holders receive in the Business Combination?

At the SPAC Merger Effective Time, each issued and outstanding Post-Domestication SPAC Warrant will convert into one Pubco Warrant and will be exercisable for Pubco Class A Common Stock in lieu of Post-Domestication SPAC Common Stock.

Q:What will SPAC Unitholders receive in the Business Combination?

Q:What will Company equityholders receive in the Business Combination?

At the Company Merger Effective Time, the Company Interests issued and outstanding as of immediately prior to the Company Merger Effective Time (including, for the avoidance of doubt, Company Interests issued upon conversions and exercises) will be cancelled and extinguished and converted into the right for the respective Sellers to receive:

Q:What is the effect of the dual class structure?

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of Pubco Common Stock for a vote. The Pubco Class B Common Stock will be exclusively held by the Big3 Founders. Accordingly, the Dual Class Structure will increase the voting power of the Big3 Founders. If additional shares of Pubco Class B Common Stock are issued after the Closing (which will be permitted pursuant to the Proposed Pubco Charter in connection with a dividend or stock adjustment), the effect of the Dual Class Structure on the concentration of voting control may increase. The Pubco Class A Common Stock and the Pubco Class B Common Stock have identical economic rights on a per share basis, including dividend and liquidation rights. A copy of the Proposed Pubco Charter and Proposed Pubco Bylaws are attached to the proxy statement/prospectus as Annex D and Annex E.

Additionally, each share of Pubco Class B Common Stock will automatically convert into one fully paid and nonassessable share of Pubco Class A Common Stock on the Final Conversion Date.

In addition, each share of Pubco Class B Common Stock held by a Big3 Founder will automatically convert into one fully paid and non-assessable share of Pubco Class A Common Stock upon the earliest of: (a) 5:00 p.m., New York City time, on the day immediately following the date on which that Big3 Founder ceases to hold at least 50% of the Pubco Class B Common Stock it held immediately following consummation of the Business Combination (as equitably adjusted for any reclassification, stock dividend, subdivision, combination or recapitalization of Pubco Class B Common Stock); (b) any transfer, assignment, sale, conveyance, hypothecation or other disposition, whether voluntary, involuntary, for value or by operation of law, other than to a Permitted Transferee; and (c) the death, incapacity, or adjudicated incompetency or placement under guardianship or conservatorship of a Big3 Founder. Each such conversion occurs automatically, without further action by the holder and regardless of whether any certificate representing the converted shares is surrendered; immediately upon conversion, the holder is treated for all purposes as a holder of Pubco Class A Common Stock into which the Pubco Class B Common Stock converted. Separately, each share of Pubco Class B Common Stock is convertible at any time at the holder’s option into one fully paid and non-assessable share of Pubco Class A Common Stock upon written notice to Pubco.

See “Risk Factors — 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.”

Pubco expects to use the proceeds from the Transaction Financing, if any, together with the proceeds received from the Trust Account, for general corporate purposes, including: (i) to fund operating expenses related to the growth of its business, including for research and development activities, and to support sales and marketing activities, compliance, legal, accounting, facilities and other overhead, and (ii) capital expenditures.

Pursuant to the Sponsor Support Agreement, Sponsor agreed to provide financing support in connection with the Business Combination in the form of the Sponsor Investment. If the Closing SPAC Cash is less than $100,000,000, the Sponsor will be required invest, or cause its affiliate or designee to invest, an aggregate of at least $5,000,000 of gross proceeds in a Transaction Financing. If Closing SPAC Cash is greater than $100,000,000, then Sponsor has the option to make such Sponsor Investment. The purchase price of the Sponsor Investment will be equal to the lowest purchase price paid by any other investor in the Transaction Financing and will be made upon such other terms that are no less favorable to the Sponsor (or such affiliate or designee) than the terms offered to any other investor in any Transaction Financing.

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As of the date of this proxy statement/prospectus, SPAC has not entered into any Financing Agreement for Transaction Financing, no Sponsor Investment has been made, and the Minimum Cash Condition has not been satisfied. In the event that the Minimum Cash Condition is not satisfied as a result of redemptions of SPAC Public Shares which reduce the amount available to be released to the parties from the Trust Account and/or the failure to obtain third-party financing, the Company may, in its sole discretion, waive the Minimum Cash Condition. If the Company waives the Minimum Cash Condition, SPAC intends to file a Current Report on Form 8-K within four business days of such event, however such condition may be waived at any time prior to the Closing, including after the deadline for submitting redemption requests or the Extraordinary General Meeting, and, given such timing, you may not be notified before the deadline for submitting redemption requests or the Extraordinary General Meeting. For more information, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing.”

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The following table excludes the dilutive effect of Pubco Warrants, Company Converted Warrants, and Pubco Class A Common Stock that will initially be available for issuance under the 2026 Equity Incentive Plan.

*Less than 1%.

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Dilutive Instruments

The following table shows possible sources of dilution and the extent of such dilution that non-redeeming SPAC Public Shareholders could experience in connection with the closing of the Business Combination. In an effort to illustrate the extent of such dilution, the table below assumes the exercise of all Pubco Warrants for a cash exercise price of $11.50. The table excludes Pubco Common Stock that will initially be available for issuance under the 2026 Equity Incentive Plan, as such shares will not be outstanding on the Closing Date.