S-K 1603, SPAC Sponsor; Conflicts of Interest
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Oct. 27, 2026 |
| SPAC Sponsor, its Affiliates and Promoters [Line Items] |
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| SPAC Sponsor [Table Text Block] |
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| | Securities to be Received | | Other Compensation |
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The Sponsor | | 2,410,000 Pubco Class A Common Stock issued upon the exchange of 2,410,000 Founder Shares in the SPAC Merger. On November 24, 2021, the Sponsor paid an aggregate of $25,000 for 7,187,500 Founder Shares, or approximately $0.003 per share. On February 8, 2024, the Sponsor surrendered 1,437,500 Founder Shares for no consideration, resulting in the Sponsor holding 5,750,000 Founder Shares. Of these 5,750,000 Founder Shares held by the Sponsor following the February 8, 2024 surrender, (i) 90,000 Founder Shares were transferred to three independent directors (30,000 Founder Shares each) on June 7, 2024, (ii) 2,750,000 Founder Shares will be forfeited and surrendered immediately before the Domestication, (iii) 500,000 Founder Shares may be transferred by the Sponsor, in its discretion, to third parties to incentivize non-redemptions or investments into the SPAC or Pubco, and (iv) 500,000 of the Founder Shares will be subject to an earnout provision. 4,000,000 Pubco Private Warrants upon the assumption of 4,000,000 SPAC Private Warrants. | | $20,000 per month through the Closing for office space, utilities, secretarial and administrative support services provided by the Sponsor to members of the SPAC management team. As of the date of this proxy statement/prospectus, $320,000 of accrued administrative services fees was outstanding. Indemnification by Pubco and Company pursuant to the Sponsor Indemnification Agreement, and coverage under Pubco’s directors’ and officer’s insurance policy pursuant to the terms of the Business Combination Agreement. | James A. Graf | | See “Sponsor” above. Mr. Graf may be deemed to control the Sponsor. | | Reimbursement for loans, advances, and out-of-pocket expenses. As of the date of this proxy statement/prospectus, $3,000 was outstanding. Continued indemnification and the continuation of directors’ and officers’ liability insurance after the Business Combination. | Louis Bélanger-Martin | | 30,000 Pubco Class A Common Stock issued upon the exchange of 30,000 Founder Shares. | | Reimbursement for loans and advances to SPAC and for out-of-pocket expenses incurred related to identifying, negotiating, investigating and completing the Business Combination. As of the date of this proxy statement/prospectus, no such amounts were outstanding. Continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination. | Kenneth Weinstein | | 30,000 Pubco Class A Common Stock issued upon the exchange of 30,000 Founder Shares. | | Reimbursement for loans and advances to SPAC and for out-of-pocket expenses incurred related to identifying, negotiating, investigating and completing the Business Combination. As of the date of this proxy statement/prospectus, no such amounts were outstanding. Continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination. |
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| | Securities to be Received | | Other Compensation |
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Fred S. Zeidman | | 30,000 Pubco Class A Common Stock issued upon the exchange of 30,000 Founder Shares. | | Reimbursement for loans and advances to SPAC and for out-of-pocket expenses incurred related to identifying, negotiating, investigating and completing the Business Combination. As of the date of this proxy statement/prospectus, no such amounts were outstanding. Continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination. |
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| SPAC Sponsor, Direct and Indirect Material Interest Holders [Table Text Block] |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Pre-Business Combination | | Post-Business Combination | | | | | | | | | | | | | | | | | | | | | | 100% | | | | | | | | | | | | No Redemptions | | Redemptions | | | | | | | | | | | | Scenario | | Scenario | | | | SPAC | | | | SPAC | | | | Pubco | | | | Pubco | | | | % of | | Pubco | | | | Pubco | | | | % of | | | | Class A | | | | Class B | | | | Class A | | | | Class B | | | | Total | | Class A | | | | Class B | | | | Total | | Name and Address of | | Ordinary | | | | Ordinary | | | | Common | | | | Common | | | | Voting | | Common | | | | Common | | | | Voting | | Beneficial Owner (1) | | Shares | | % | | Shares | | % | | Stock | | % | | Stock | | % | | Power(2) | | Stock | | % | | Stock | | % | | Power(2) | | SPAC Directors and Executive Officers Pre-Business Combination | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James A. Graf | | 5,659,999 | | 40.6 | % | 1 | | 100.0 | % | 2,410,000 | | 13.2 | % | — | | 0.0 | % | 1.1 | % | 2,410,000 | | 24.6 | % | — | | 0.0 | % | 1.1 | % | Louis Bélanger-Martin | | 30,000 | | * | | — | | 0.0 | % | 30,000 | | * | | — | | 0.0 | % | * | | 30,000 | | * | | — | | 0.0 | % | * | | Kenneth Weinstein | | 30,000 | | * | | — | | 0.0 | % | 30,000 | | * | | — | | 0.0 | % | * | | 30,000 | | * | | — | | 0.0 | % | * | | Fred S. Zeidman | | 30,000 | | * | | — | | 0.0 | % | 30,000 | | * | | — | | 0.0 | % | * | | 30,000 | | * | | — | | 0.0 | % | * | | All SPAC Directors and Executive Officers as a Group (4 individuals) | | 5,749,999 | | 40.6 | % | 1 | | 100.0 | % | 2,500,000 | | 13.7 | % | — | | 0.0 | % | 1.1 | % | 2,500,000 | | 25.5 | % | — | | 0.0 | % | 1.2 | % | Pubco Directors and Executive Officers Post-Business Combination | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | O’Shea Jackson Sr.(4) | | — | | 0.0 | % | — | | 0.0 | % | — | | 0.0 | % | 5,960,665 | | 29.8 | % | 27.3 | % | — | | 0.0 | % | 5,960,665 | | 29.8 | % | 28.4 | % | Jeffrey Kwatinetz(5) | | — | | 0.0 | % | — | | 0.0 | % | — | | 0.0 | % | 7,462,881 | | 37.4 | % | 34.2 | % | — | | 0.0 | % | 7,462,881 | | 37.4 | % | 35.6 | % | Sean Bannon | | — | | 0.0 | % | — | | 0.0 | % | — | | 0.0 | % | — | | 0.0 | % | 0.0 | % | — | | 0.0 | % | — | | 0.0 | % | 0.0 | % | All Pubco Directors and Executive Officers as a Group ([3] individuals) | | — | | 0.0 | % | — | | 0.0 | % | — | | 0.0 | % | 13,423,546 | | 67.2 | % | 61.6 | % | — | | 0.0 | % | 13,423,546 | | 67.2 | % | 64.1 | % | 5% Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Graf Global Sponsor LLC | | 5,659,999 | | 40.6 | % | 1 | | 100.0 | % | 2,410,000 | | 13.2 | % | — | | 0.0 | % | 1.1 | % | 2,410,000 | | 24.6 | % | — | | 0.0 | % | 1.1 | % | BigFourH Holdings LLC(6) | | — | | 0.0 | % | — | | 0.0 | % | — | | 0.0 | % | 6,844,321 | | 34.3 | % | 31.4 | % | — | | 0.0 | % | 6,844,321 | | 34.3 | % | 32.7 | % | 3on3 Funding LLC(7) | | — | | 0.0 | % | — | | 0.0 | % | 2,152,909 | | 11.8 | % | — | | 0.0 | % | 1.0 | % | 2,152,909 | | 22.0 | % | — | | 0.0 | % | 1.0 | % |
| (1) | Unless otherwise noted, the business address of each of the following entities or individuals prior to the Business Combination is c/o Graf Global Corp., 1790 Hughes Landing Blvd., Suite 400, The Woodlands, Texas 77380 and following the Business Combination is 429 Lenox Ave, Suite 421, Miami Beach, Florida 33139. |
| (2) | Each share of Pubco Class A Common Stock will entitle the holder thereof to one (1) vote per share on all matters on which the Pubco Class A Common Stock are entitled to vote, and each share of Pubco Class B Common Stock will entitle the holder thereof to ten (10) votes per share on all matters on which the Pubco Class B Common Stock are entitled to vote. |
| (3) | In each redemptions scenario, excludes 2,750,000 Sponsor Forfeited Shares and 500,000 Discretionary Founder Shares, as any unused portion of such shares is required to be forfeited at Closing, but includes 300,000 Transferred Shares and 500,000 Sponsor Earnout Shares. Graf Global Sponsor LLC is the record holder of the shares reported herein. James A. Graf is the sole managing member of Graf Global Sponsor LLC. James A. Graf has voting and investment discretion with respect to the Ordinary Shares held of record by Graf Global Sponsor LLC. |
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| SPAC Sponsor, Agreement Arrangement or Understanding on the Redemption of Outstanding Securities [Text Block] |
the Sponsor and each other holder of Founder Shares agreed not to redeem any SPAC Class A Ordinary Shares held by them in connection with the Transactions or an extension. Such redemption rights waiver was provided without any separate consideration paid in connection with providing such waiver.
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| SPAC Sponsor and Affiliates Information, Restrictions on Sale of SPAC Securities [Table Text Block] |
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Lock-Up Party | | Number and Type of Securities | | Lock-Up Term | | Permitted Transferees |
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Sponsor | | 4,000,000 Pubco Warrants (including underlying shares) | | The earlier of (x) 30 days after the Closing Date and (y) the date Pubco completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Pubco’s stockholders having the right to exchange their shares of Pubco Common Stock for cash, securities or other property. | | Permitted transferees and transfers include: (i) transfers to Pubco directors and officers (including affiliates and family members, (ii) transfer by laws of descent, (iii) transfers by operations of law, (iv) transfers to a partnership, limited liability company, or entity of which the securityholder is the legal and beneficial owner, (v) affiliates, (vi) transfers to a trustor or trust, and (vii) transfers upon dissolution. | | | 2,410,000 Pubco Class A Common Stock | | The earlier of (x) six (6) months after the Closing Date and (y) the date Pubco completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Pubco’s stockholders having the right to exchange their shares of Pubco Common Stock for cash, securities or other property. | | Permitted transferees and transfers include: (i) transfers to Pubco directors and officers (including affiliates and family members, (ii) transfer by laws of descent, (iii) transfers by operations of law, (iv) transfers to a partnership, limited liability company, or entity of which the securityholder is the legal and beneficial owner, (v) affiliates, (vi) transfers to a trustor or trust, and (vii) transfers upon dissolution. | IPO Underwriter | | 2,000,000 Pubco Warrants (including underlying shares) | | The earlier of (x) 30 days after the Closing Date and (y) the date Pubco completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Pubco’s stockholders having the right to exchange their shares of Pubco Common Stock for cash, securities or other property. | | Permitted transferees and transfers include: (i) transfers to Pubco directors and officers (including affiliates and family members, (ii) transfer by laws of descent, (iii) transfers by operations of law, (iv) transfers to a partnership, limited liability company, or entity of which the securityholder is the legal and beneficial owner, (v) affiliates, (vi) transfers to a trustor or trust, and (vii) transfers upon dissolution. | SPAC Independent Directors | | 90,000 Pubco Class A Common Stock, in the aggregate (30,000 shares each) | | The earlier of (x) six (6) months after the Closing Date and (y) the date Pubco completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Pubco’s stockholders having the right to exchange their shares of Pubco Common Stock for cash, securities or other property. | | Permitted transferees and transfers include: (i) transfers to Pubco directors and officers (including affiliates and family members, (ii) transfer by laws of descent, (iii) transfers by operations of law, (iv) transfers to a partnership, limited liability company, or entity of which the securityholder is the legal and beneficial owner, (v) affiliates, (vi) transfers to a trustor or trust, and (vii) transfers upon dissolution. |
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Lock-Up Party | | Number and Type of Securities | | Lock-Up Term | | Permitted Transferees |
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The BIG3 Founders and other Sellers holding greater than 3% of the outstanding Company Interests | | Merger Consideration and Earnout Shares | | The earlier of (x) six (6) months after the Closing Date and (y) the date Pubco completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Pubco’s stockholders having the right to exchange their shares of Pubco Common Stock for cash, securities or other property. | | Permitted transferees and transfers include: (i) transfers to Pubco directors and officers (including affiliates and family members, (ii) transfer by laws of descent, (iii) transfers by operations of law, (iv) transfers to a partnership, limited liability company, or entity of which the securityholder is the legal and beneficial owner, (v) affiliates, (vi) transfers to a trustor or trust, and (vii) transfers upon dissolution. |
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| Fiduciary Duties to Other Companies, SPAC Officers and Directors [Table Text Block] |
| | | | | | | | | | | | | | Individual | | Entity | | Entity’s Business | | Affiliation | James A. Graf | | NKGen Biotech, Inc. | | Clinical stage biotechnology company | | Interim Chief Financial Officer | Louis Bélanger-Martin | | Smize & Dream | | Food and Beverage | | Chief Financial Officer | | | Group W Inc. | | Private Equity | | Co-Founder and Partner | | | SkyFive AG | | Aerospace Telecommunications | | Chairman of Supervisory Board | Kenneth Weinstein | | Hudson Institute, Inc. | | Non-Profit | | Japan Chair | | | Indo Pacific Forum, Inc. | | Non-Profit | | Founding Chair and CEO | Fred S. Zeidman | | WoodRock & Co. | | Financial Advisory Services | | Chairman | | | Bluejay Diagnostics, Inc. | | Life Sciences | | Director | | | Camber Energy | | Energy | | Director | | | Prosperity Bank | | Commercial Bank | | Director |
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