Offerings |
Oct. 27, 2026
USD ($)
shares
|
|---|---|
| Offering: 1 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Post-Domestication SPAC Common Stock |
| Amount Registered | shares | 14,159,633 |
| Fee Rate | 0.0087% |
| Amount of Registration Fee | $ 0.00 |
| Offering Note | Capitalized terms not defined herein shall have the meanings ascribed to such terms in the proxy statement/prospectus forming part of this registration statement (the "proxy statement/prospectus"). Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Prior to the consummation of the Business Combination, Graf Global Corp. ("SPAC") intends to transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation pursuant to Part 12 of the Companies Act (As Revised) of the Cayman Islands and the applicable provisions of the Delaware General Corporation Law (the "Domestication"), pursuant to which SPAC's jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. All 14,159,633 shares being registered will be issued by SPAC following the Domestication ("Post-Domestication SPAC") as described in the proxy statement/prospectus. Immediately prior to the Domestication, (i) each then issued and outstanding unit of SPAC will automatically separate into one SPAC Class A Ordinary Share and one-half of one SPAC Public Warrant, with each whole warrant exercisable for one SPAC Class A Ordinary Share (the "Unit Separation"), after which all such units will be automatically cancelled and cease to exist, and (ii) the Sponsor and each of SPAC's independent directors will convert, on a one-for-one basis, each SPAC Class B Ordinary Share held by it into one SPAC Class A Ordinary Share (the "Class B Share Conversion"). At the effective time of the Domestication, (a) each then issued and outstanding SPAC Class A Ordinary Share (after giving effect to the Unit Separation and the Class B Share Conversion) will convert automatically, on a one-for-one basis, into one share of Post-Domestication SPAC Common Stock, and (b) each then issued and outstanding whole SPAC Warrant will automatically become exercisable for one share of Post-Domestication SPAC Common Stock in lieu of one SPAC Class A Ordinary Share. Consists of (i) 8,409,633 shares of Post-Domestication SPAC Common Stock issuable upon the conversion of 8,409,633 SPAC Class A Ordinary Shares held by SPAC Public Shareholders (assuming no further redemptions) and (ii) 5,750,000 shares of Post-Domestication SPAC Common Stock issuable upon the conversion of 5,750,000 Founder Shares held by the Sponsor. No separate registration fee is payable with respect to the Post-Domestication SPAC Common Stock described in this Note, as such shares are issued solely as an intermediate and transitory step in the Business Combination and are not offered for sale; the registration fee is paid with respect to the corresponding shares of Pubco Class A Common Stock described in Note (4). |
| Offering: 2 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Post-Domestication SPAC Warrants |
| Amount Registered | shares | 17,500,000 |
| Fee Rate | 0.0087% |
| Amount of Registration Fee | $ 0.00 |
| Offering Note | Capitalized terms not defined herein shall have the meanings ascribed to such terms in the proxy statement/prospectus. Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Prior to the consummation of the Business Combination, SPAC intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under the Delaware General Corporation Law, pursuant to which SPAC's jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. All 17,500,000 warrants being registered will be issued by Post-Domestication SPAC as described in the proxy statement/prospectus. Consists of (i) 11,500,000 shares of Post-Domestication SPAC Warrants issuable upon the conversion of 11,500,000 SPAC Public Warrants and (ii) 6,000,000 shares of Post-Domestication SPAC Warrants issuable upon the conversion of 6,000,000 SPAC Private Warrants held by the Sponsor and the IPO Underwriter. No separate registration fee is payable with respect to the Post-Domestication SPAC Warrants described in this Note, as such warrants are issued solely as an intermediate and transitory step in the Business Combination and are not offered for sale; the registration fee is paid with respect to the corresponding Pubco Warrants described in Note (6). |
| Offering: 3 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Post-Domestication SPAC Common Stock underlying Warrants |
| Amount Registered | shares | 17,500,000 |
| Fee Rate | 0.0087% |
| Amount of Registration Fee | $ 0.00 |
| Offering Note | Capitalized terms not defined herein shall have the meanings ascribed to such terms in the proxy statement/prospectus. Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Prior to the consummation of the Business Combination, SPAC intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under the Delaware General Corporation Law, pursuant to which SPAC's jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. All 17,500,000 shares being registered will be issued by Post-Domestication SPAC as described in the proxy statement/prospectus. Represents 17,500,000 shares of Post-Domestication SPAC Common Stock issuable upon the exercise of the 17,500,000 Post-Domestication SPAC Warrants described in Note (2). No separate registration fee is payable with respect to the Post-Domestication SPAC Common Stock described in this Note, as such shares are issued solely as an intermediate and transitory step in the Business Combination and are not offered for sale; the registration fee is paid with respect to the corresponding shares of Pubco Class A Common Stock described in Note (7). |
| Offering: 4 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Pubco Class A Common Stock |
| Amount Registered | shares | 11,409,633 |
| Proposed Maximum Offering Price per Unit | 10.95 |
| Maximum Aggregate Offering Price | $ 124,935,481.35 |
| Fee Rate | 0.0087% |
| Amount of Registration Fee | $ 10,869.39 |
| Offering Note | Capitalized terms not defined herein shall have the meanings ascribed to such terms in the proxy statement/prospectus. Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Following the Domestication, pursuant to the SPAC Merger, each outstanding share of Post-Domestication SPAC Common Stock will automatically convert into the right to receive one share of Pubco Class A Common Stock. All 11,409,633 shares being registered will be issued by Pubco as described in the proxy statement/prospectus. Represents 11,409,633 shares of Pubco Class A Common Stock issuable upon the conversion of 11,409,633 shares of Post-Domestication SPAC Common Stock (after giving effect to the forfeiture of 2,750,000 Sponsor Forfeited Shares pursuant to the Sponsor Support Agreement). Calculated in accordance with Rule 457(f)(1) and Rule 457(c) under the Securities Act, based on the average of the high and low prices of the SPAC Class A Ordinary Shares (prior to their conversion into Post-Domestication SPAC Common Stock) on NYSE American on October 26, 2026 (such date being within five business days of the date that this registration statement was filed with the SEC). |
| Offering: 5 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Pubco Class A Common Stock |
| Amount Registered | shares | 7,308,958 |
| Proposed Maximum Offering Price per Unit | 0.003 |
| Maximum Aggregate Offering Price | $ 21,926.87 |
| Fee Rate | 0.0087% |
| Amount of Registration Fee | $ 1.91 |
| Offering Note | Capitalized terms not defined herein shall have the meanings ascribed to such terms in the proxy statement/prospectus. Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Pursuant to the Company Merger, each Company Interest of BIG3 HoldCo LLC issued and outstanding will be cancelled and cease to exist in exchange for the right to receive its portion of the merger consideration, consisting 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. All 7,308,958 shares being registered will be issued by Pubco as described in the proxy statement/prospectus. Represents a good-faith estimate of the maximum number of shares of Pubco Class A Common Stock issuable as merger consideration to non-consenting holders of Company Interests and as Earnout Shares to such non-consenting holders, in each case in connection with the Business Combination. Calculated in accordance with Rule 457(f)(2) under the Securities Act. The Company is a private company, no market exists for its equity securities, and the Company has an accumulated capital deficit. Therefore, the proposed maximum offering price is one-third of the assumed par value of the Company Interests to be acquired by Pubco in the Merger. |
| Offering: 6 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Pubco Warrants |
| Amount Registered | shares | 17,500,000 |
| Fee Rate | 0.0087% |
| Amount of Registration Fee | $ 0.00 |
| Offering Note | Capitalized terms not defined herein shall have the meanings ascribed to such terms in the proxy statement/prospectus. Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Following the Domestication, pursuant to the SPAC Merger, each Post-Domestication SPAC Warrant will convert into one Pubco Warrant with substantially the same terms, except that it will represent the right to acquire shares of Pubco Class A Common Stock instead of Post-Domestication SPAC Common Stock. All 17,500,000 warrants being registered will be issued by Pubco as described in the proxy statement/prospectus. Consists of (i) 11,500,000 Pubco Public Warrants issuable upon the conversion of 11,500,000 Post-Domestication SPAC Warrants and (ii) 6,000,000 Pubco Private Warrants issuable upon the conversion of 6,000,000 Post-Domestication SPAC Warrants held by the Sponsor and the IPO Underwriter. Consistent with the response to Question 240.06 of the Corporation Finance Interpretations ("CFI 240.06"), no separate registration fee is payable in respect of the Pubco Warrants because the registration fee with respect to such warrants has been allocated to the Pubco Class A Common Stock issuable upon exercise of the Pubco Warrants and included in the registration fee paid in respect of such shares of Pubco Class A Common Stock. |
| Offering: 7 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Pubco Class A Common Stock underlying Warrants |
| Amount Registered | shares | 17,500,000 |
| Proposed Maximum Offering Price per Unit | 11.74 |
| Maximum Aggregate Offering Price | $ 205,450,000.00 |
| Fee Rate | 0.0087% |
| Amount of Registration Fee | $ 17,874.15 |
| Offering Note | Capitalized terms not defined herein shall have the meanings ascribed to such terms in the proxy statement/prospectus. Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. All 17,500,000 shares being registered will be issued by Pubco as described in the proxy statement/prospectus. Represents 17,500,000 shares of Pubco Class A Common Stock issuable upon the exercise of the 17,500,000 Pubco Warrants described in Note (6). Calculated in accordance with Rule 457(c), Rule 457(f)(1), and Rule 457(i) under the Securities Act, based on the sum of (i) the average of the high and low prices of the SPAC Public Warrants on NYSE American on October 23, 2026 (such date being within five business days of the date that this registration statement was filed with the SEC) and (ii) the $11.50 exercise price of the Pubco Warrants. |
| Offering: 8 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Secondary Offering: Pubco Class A Common Stock |
| Amount Registered | shares | 3,000,000 |
| Fee Rate | 0.0087% |
| Amount of Registration Fee | $ 0.00 |
| Offering Note | Capitalized terms not defined herein shall have the meanings ascribed to such terms in the proxy statement/prospectus. Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. As a result of the business combination transaction registered on this Registration Statement, Pubco will issue up to 3,000,000 shares of Pubco Class A Common Stock to the Selling Securityholders in a transaction of the type specified in paragraph (a) of Rule 145 and described in Note (4) hereof. The shares registered hereunder are being registered for issuance in a public reoffering or resale of the securities to be acquired by the Selling Securityholders pursuant to this Registration Statement pursuant to General Instructions A.1 of Form S-4. Pursuant to Rule 457(f)(5), no additional filing fee is required to be paid for the registration of Pubco Class A Common Stock to be sold by the Selling Securityholders pursuant to the resale prospectus that are also being registered under this proxy statement/prospectus. |
| Offering: 9 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Secondary Offering: Pubco Warrants |
| Amount Registered | shares | 6,000,000 |
| Fee Rate | 0.0087% |
| Amount of Registration Fee | $ 0.00 |
| Offering Note | Capitalized terms not defined herein shall have the meanings ascribed to such terms in the proxy statement/prospectus. Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. As a result of the business combination transaction registered on this Registration Statement, Pubco will issue up to 6,000,000 Pubco Warrants to the Selling Securityholders in a transaction of the type specified in paragraph (a) of Rule 145 and described in Note (6) hereof. The warrants registered hereunder are being registered for issuance in a public reoffering or resale of the securities to be acquired by the Selling Securityholders pursuant to this Registration Statement pursuant to General Instructions A.1 of Form S-4. Pursuant to Rule 457(f)(5), no additional filing fee is required to be paid for the registration of Pubco Warrants to be sold by the Selling Securityholders pursuant to the resale prospectus that are also being registered under this proxy statement/prospectus. |
| Offering: 10 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Secondary Offering: Pubco Class A Common Stock underlying Warrants |
| Amount Registered | shares | 6,000,000 |
| Fee Rate | 0.0087% |
| Amount of Registration Fee | $ 0.00 |
| Offering Note | Capitalized terms not defined herein shall have the meanings ascribed to such terms in the proxy statement/prospectus. Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. As a result of the business combination transaction registered on this Registration Statement, Pubco will issue up to 6,000,000 shares of Pubco Class A Common Stock upon the exercise of Pubco Warrants issued to the Selling Securityholders in a transaction of the type specified in paragraph (a) of Rule 145 and described in Note (7) hereof. The shares registered hereunder are being registered for issuance in a public reoffering or resale of the securities to be acquired by the Selling Securityholder pursuant to this Registration Statement pursuant to General Instructions A.1 of Form S-4. Pursuant to Rule 457(f)(5), no additional filing fee is required to be paid for the registration of Pubco Class A Common Stock to be sold by the Selling Securityholders pursuant to the resale prospectus that are also being registered under this proxy statement/prospectus. |