BIG3 and Graf Enter Definitive Merger Agreement Valued at $290M

BIG3 HoldCo and Graf Global Corp. entered into a definitive agreement for a business combination. When the transaction closes, the publicly traded company will be named Big3 Basketball Holdings, Inc. and is expected to be listed on the New York Stock Exchange, NYSE American, or Nasdaq under the ticker symbol "TONT". The transaction is expected to close in the fourth quarter of 2026. The combined company will be led by the BIG3 management team, including co-founder and CEO O'Shea Jackson, co-founder and chairman Jeff Kwatinetz, President Sean Bannon, and commissioner Clyde "the Glide" Drexler. The transaction values BIG3 at $290M on a pre-money basis, before potential earnouts based on share price performance, with 100% of the existing equity and equity-linked interests expected to convert to the common stock of the combined company at closing. Closing is subject to delivery of $50M minimum net cash proceeds from GRAF's trust account and other transaction-related funding and after payments to satisfy redemptions and payment of cash transaction and other expenses. GRAF's trust account currently holds approximately $249M cash deposits as of June 10. The transaction is also subject to GRAF's shareholders approving an extension of the time allowed to complete a business combination, with such approval to occur by June 27. GRAF's public shareholders have the right to redeem up to all of their ordinary shares in connection with the extension vote, and again just before the final shareholder vote to approve the proposed business combination. The respective boards of managers or directors, as applicable, of BIG3 and GRAF have unanimously approved the proposed business combination. Completion of the proposed business combination is expected in the fourth quarter of 2026, pursuant to the terms and conditions of the Business Combination Agreement entered into by BIG3 and GRAF and other parties thereto. The BCA contains customary closing conditions, including without limitation a registration statement being declared effective by the Securities and Exchange Commission, consent of certain noteholders of BIG3 to convert their notes, approval by the shareholders of GRAF, delivery of $50M in minimum net cash proceeds, and certain regulatory approvals, as well as the listing of the shares of the combined company on the New York Stock Exchange, NYSE American or Nasdaq Stock Market, as mutually determined by BIG3 and GRAF. In addition to the $290M in stock consideration to be issued to existing Big3 equityholders, at the closing, Big3 equityholders are entitled to an additional 2M earnout shares which will vest over a five-year period if the closing price of the Pubco Class A common stock is greater than or equal to $15.00 for a period of at least 20 days out of 30 consecutive trading days, or in the event of a sale of the combined company if the combined company stockholders receive a sale price that is greater than or equal to $15.00.