UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-42142

GRAF GLOBAL CORP.

(Exact Name of Registrant as Specified in Its Charter)


Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1790 Hughes Landing Blvd., Suite 400

The Woodlands, Texas 77380

(Address of principal executive offices)

(310) 745-8669

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	GRAF.U	NYSE American LLC
Class A ordinary shares, par value $0.0001 per share	GRAF	NYSE American LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	GRAF WS	NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth 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.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 14, 2024, there were 23,000,000 Class A ordinary shares, $0.0001 par value and 5,750,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

Table of Contents

GRAF GLOBAL CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS


		Page
Part I. Financial Information
Item 1. Interim Financial Statements
Condensed Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023		1
Condensed Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2024 and 2023 (Unaudited)		3
Condensed Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		20
Item 4. Controls and Procedures		20
Part II. Other Information
Item 1. Legal Proceedings		21
Item 1A. Risk Factors		21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3. Defaults Upon Senior Securities		21
Item 4. Mine Safety Disclosures		21
Item 5. Other Information		21
Item 6. Exhibits		21
Part III. Signatures		22

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PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

GRAF GLOBAL CORP.

CONDENSED BALANCE SHEETS


	September 30, 2024		December 31, 2023
	(Unaudited)
Assets
Current assets
Cash	$	568,772	$	―
Prepaid expenses		261,732		―
Total current assets		830,504		―
Long term prepaid insurance		166,133		—
Cash held in Trust Account		233,093,615		―
Total Assets	$	234,090,252	$	―

Liabilities and Shareholders’ Deficit
Current Liabilities
Accrued offering costs	$	89,598	$	―
Note payable – related party		―		5,692
Accrued expenses		31,189		150,397
Total current liabilities		120,787		156,089
Deferred underwriting fee		9,800,000		―
Total Liabilities		9,920,787		156,089

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 23,000,000 and 0 shares at redemption value of approximately $10.13 and $0 per share as of September 30, 2024 and December 31, 2023, respectively		233,093,615		―

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 and 0 shares subject to possible redemption) as of September 30, 2024 and December 31, 2023, respectively		—		—
Class B ordinary shares, $0.0001 par value; 80,000,000 shares authorized; 5,750,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023		575		575
Additional paid-in capital		—		24,425
Accumulated deficit		(8,924,725)		(181,089)
Total Shareholders’ Deficit		(8,924,150)		(156,089)
Total Liabilities and Shareholders’ Deficit	$	234,090,252	$	―

The accompanying notes are an integral part of the unaudited condensed financial statements.

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GRAF GLOBAL CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended September 30,				For The Nine Months Ended September 30,
	2024		2023		2024		2023
Operating and formation costs	$	195,207	$	―	$	312,542	$	45
Loss from operations		(195,207)		―		(312,542)		(45)

Other income:
Interest earned on cash held in Trust Account		2,995,098		―		3,093,615		―
Total other income		2,995,098		―		3,093,615		―

Net income (loss)	$	2,799,891	$	―	$	2,781,073	$	(45)

Weighted average shares outstanding of Class A ordinary shares		23,000,000		―		8,003,663		―
Basic and diluted net income per ordinary share, Class A ordinary shares	$	0.10	$	―	$	0.21	$	―

Weighted average shares outstanding of Class B ordinary shares		5,750,000		5,000,000		5,260,989		5,000,000
Basic and diluted net income per ordinary share, Class B ordinary shares	$	0.10	$	―	$	0.21	$	(0.00)

The accompanying notes are an integral part of the unaudited condensed financial statements.

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GRAF GLOBAL CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024


	Class A Ordinary Shares			Class B Ordinary Shares			Additional Paid-in		Accumulated		Total Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2024	—	$	—	5,750,000	$	575	$	24,425	$	(181,089)	$	(156,089)

Net loss	—		—	—		—		—		(46,200)		(46,200)

Balance – March 31, 2024	―	$	―	5,750,000	$	575	$	24,425	$	(227,289)	$	(202,289)

Sale of 6,000,000 Private Placement Warrants	―		―	—		—		6,000,000		—		6,000,000

Fair value of Public Warrants at issuance	—		—	―		―		920,000		—		920,000

Allocated value of transaction costs	―		―	—		—		(74,421)		—		(74,421)

Accretion for Class A ordinary shares to redemption amount	―		―	—		—		(6,870,004)		(8,529,611)		(15,399,615)

Net income	—		—	—		—		—		27,382		27,382

Balance – June 30, 2024	―	$	―	5,750,000	$	575	$	―	$	(8,729,518)	$	(8,728,943)

Accretion for Class A ordinary shares to redemption amount	―		―	—		—		—		(2,995,098)		(2,995,098)

Net income	—		—	—		—		—		2,799,891		2,799,891

Balance – September 30, 2024	―	$	―	5,750,000	$	575	$	―	$	(8,924,725)	$	(8,924,150)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023


	Class A Ordinary Shares			Class B Ordinary Shares			Additional Paid-in		Accumulated		Total Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2023	―	$	—	5,750,000	$	575	$	24,425	$	(177,938)	$	(152,938)

Net loss	―		—	—		—		—		(45)		(45)

Balance — March 31, 2023	―		—	5,750,000		575		24,425		(177,983)		(152,983)

Net loss	―		—	—		—		—		—		—

Balance — June 30, 2023	―	$	—	5,750,000		575		24,425		(177,983)		(152,983)

Net loss	―		—	—		—		—		—		—

Balance — September 30, 2023	―	$	—	5,750,000	$	575	$	24,425	$	(177,983)	$	(152,983)

The accompanying notes are an integral part of the unaudited condensed financial statements.

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GRAF GLOBAL CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Nine Months Ended September 30,
	2024		2023
Cash Flows from Operating Activities:
Net income (loss)	$	2,781,073	$	(45)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Payment of operation costs through promissory note		32,151		2,898
Interest earned on cash held in Trust Account		(3,093,615)		—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(261,732)		—
Long term prepaid insurance		(166,133)		—
Accrued expenses		(119,208)		(2,853)
Net cash used in operating activities		(827,464)		—

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(230,000,000)		—
Net cash used in investing activities		(230,000,000)		—

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		226,000,000		—
Proceeds from sale of Private Placements Warrants		6,000,000		—
Advances from related party		5,696		—
Repayment of advances from related party		(5,696)		—
Repayment of promissory note - related party		(155,688)		—
Payment of offering costs		(448,076)		—
Net cash provided by financing activities		231,396,236		—

Net Change in Cash		568,772		—
Cash – Beginning of period		—		—
Cash – End of period	$	568,772	$	—

Non-Cash investing and financing activities:
Offering costs included in accrued offering costs	$	89,598	$	—
Accretion of Class A ordinary shares to redemption value	$	18,394,713	$	—
Deferred underwriting fee payable	$	9,800,000	$	—
Deferred offering costs paid through promissory note – related party	$	117,845	$	—

The accompanying notes are an integral part of the unaudited condensed financial statements.

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GRAF GLOBAL CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(Unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Graf Global Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on November 17, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). The Company may pursue an acquisition opportunity in any industry or geographic location.

As of September 30, 2024, the Company had not yet commenced operations. All activity for the period from November 17, 2021 (inception) through September 30, 2024 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on June 25, 2024. On June 27, 2024, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares” or “Class A Ordinary Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 3. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable warrant of the Company (the “Public Warrants”), with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at $11.50 per share.

SEC Form 10-Q filed by Graf Global Corp.