Graf Global Agrees to Take Big3 Basketball Public at $290M
Distressed
Company Background
Graf Global Corp. is a blank-check special purpose acquisition company that completed its IPO in June 2024, raising approximately $249 million, which sits in a trust account pending a business combination. The SPAC is led by James Graf, who has sponsored or served as a director on more than half a dozen SPACs since 2011.
Graf's compliance record heading into this deal was under strain. On April 1, 2026, it disclosed it needed additional time to file its 2025 annual report. On April 16, NYSE American sent a non-compliance notice citing Section 1007 of the exchange's company guide, which requires timely filing of periodic reports. The notice carried a six-month cure window, with delisting possible if the delinquency persisted. Graf ultimately filed its 2025 Form 10-K on May 11, 2026.
With its business combination deadline approaching and shareholder pressure mounting, Graf filed a definitive proxy on June 8, 2026, seeking approval to extend the deadline by which it must close a transaction. That extension vote must occur by June 27, 2026 — fifteen days after the deal with Big3 was announced.
What Was Disclosed
Graf and BIG3 HoldCo LLC signed a Business Combination Agreement on June 12, 2026. The structure involves two mergers into a newly formed Delaware holding company, Halfcourt Holdco, Inc., which will be renamed Big3 Basketball Holdings, Inc. and is expected to trade under the ticker "TONT" on the NYSE, NYSE American, or Nasdaq. Closing is targeted for the fourth quarter of 2026.