Private Placement (Form 8-K)

The information disclosed under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein.

The issuance of the Class A Ordinary Shares upon the Conversion has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

On June 18, 2026, Graf Global Sponsor LLC (the "Sponsor"), and certain members of the board of directors of Graf Global Corp. (the "Company"), Louis Bélanger-Martin, Kenneth Weinstein and Fred Zeidman (such directors together with the Sponsor, the "Converting Shareholders"), irrevocably exercised their right to convert (the "Conversions") an aggregate of 5,749,999 Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares"), on a one-for-one basis into an aggregate of 5,749,999 Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), pursuant to the terms of the Class B Ordinary Shares and the Company's Amended and Restated Memorandum and Articles of Association.

Following the Conversions, as of June 18, 2026, the Company had an aggregate of 28,749,999 Class A Ordinary Shares issued and outstanding and 1 Class B Ordinary Share issued and outstanding. The Sponsor holds the only Class B Ordinary Share that remains issued and outstanding. The Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Conversion, including, among other things, certain transfer restrictions and waiver of redemption rights, as described in the prospectus for the Company's initial public offering.