Material Agreement, Amendments to Bylaws (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On June 26, 2026, in connection with the Meeting (as defined below) seeking shareholder approval of the Extension Amendment Proposal (as defined below), Graf Global Corp. (the "Company") and Graf Global Sponsor LLC (the "Sponsor") entered into non-redemption agreements (collectively, the "Non-Redemption Agreements") with certain of the Company's existing shareholders (collectively, the "Non-Redeeming Shareholders") with respect to an aggregate of 4,256,015 Class A ordinary shares, par value $0.0001, of the Company (the "Non-Redemption Shares"). The Non-Redeeming Shareholders are not affiliates of the Company, the Sponsor, or the Company's officers or directors.

Pursuant to the Non-Redemption Agreements, the Non-Redeeming Shareholders agreed to not redeem (or to validly rescind any redemption requests previously made in respect of) the Non-Redemption Shares in connection with the vote to approve the Extension Amendment Proposal. In exchange for this commitment from the Non-Redeeming Shareholders, the Sponsor has agreed to transfer and assign to such Non-Redeeming Shareholders promptly following the closing of the Company's initial business combination an aggregate of 425,602 of the Company's Class A ordinary shares initially sold in a private placement in connection with the Company's initial public offering (the "Founder Shares") held by it (the "Assigned Shares"), provided that, among other conditions, (i) the Non-Redeeming Shareholders do not exercise (or validly rescind any prior exercise of) their redemption rights with respect to the Non-Redemption Shares in connection with the Extension Amendment Proposal, (ii) the Extension Amendment Proposal is approved at the Meeting, and (iii) the Company's initial business combination is consummated. The Non-Redeeming Shareholders will have registration rights with respect to such Assigned Shares and will enter into the same form of registration rights agreement entered into by the Sponsor upon the closing of the business combination.

As previously disclosed, in connection with the proposed business combination by and among the Company and BIG3 HoldCo LLC, the Sponsor may transfer up to 500,000 Founder Shares (the "Discretionary Founder Shares") to third parties to incentivize non-redemptions or investments into the Company or otherwise to support the proposed business combination, provided that any Discretionary Founder Shares that are not so transferred will be forfeited by the Sponsor upon the closing of such business combination. The Assigned Shares will be transferred to the Non-Redeeming Shareholders from the allocation of Discretionary Founder Shares.

The Non-Redemption Agreements are expected to increase the amount of funds that remain in the Company's trust account following the Meeting, relative to the amount of funds remaining in the trust account had the Non-Redemption Agreements not been entered into. The Non-Redemption Agreements do not require the Non-Redeeming Shareholders to vote in favor of the Extension Amendment Proposal and, accordingly, the Non-Redemption Agreements are not expected to affect the approval by the Company's shareholders of the Extension Amendment Proposal.

The foregoing description of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Non-Redemption Agreements, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 26, 2026, the Company held an extraordinary general meeting of shareholders of the Company (the "Meeting"), at which shareholders approved an amendment to the Company's Amended and Restated Memorandum and Articles of Association (the "Articles") to extend the date by which the Company has to consummate an initial business combination, which is described in more detail in Item 5.07 below.

A copy of the amendment will be filed with the Cayman Islands Registrar of Companies. Under Cayman Islands law, the amendment became effective upon the approval by the Company's shareholders.

The foregoing description of the amendment is qualified in its entirety by the full text of the amendment, which is filed as Exhibit 3.1 hereto and incorporated by reference herein.