GRAF GLOBAL CORP._June 30, 2026

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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 June 30, 2026

☐ 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	TONT U	NYSE American LLC
Class A ordinary shares, par value $0.0001 per share	TONT	NYSE American LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	TONT 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 August 14, 2026, there were 14,159,632 Class A ordinary shares, par value $0.0001 per share, and 1 Class B ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.

Table of Contents

GRAF GLOBAL CORP.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026

TABLE OF CONTENTS


		Page
Part I. Financial Information
Item 1. Interim Financial Statements
Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025		1
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited)		3
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 3. Quantitative and Qualitative Disclosures About Market Risk		28
Item 4. Controls and Procedures		29
Part II. Other Information
Item 1. Legal Proceedings		30
Item 1A. Risk Factors		30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		30
Item 3. Defaults Upon Senior Securities		31
Item 4. Mine Safety Disclosures		31
Item 5. Other Information		31
Item 6. Exhibits		32
Part III. Signature		33

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

GRAF GLOBAL CORP.

CONDENSED BALANCE SHEETS


		June 30,			December 31,
		2026			2025
		(Unaudited)
Assets
Current assets
Cash		$	21,149		$	699
Prepaid expenses			165			115,552
Total current assets			21,314			116,251
Cash held in Trust Account			91,383,294			245,609,352
Total Assets		$	91,404,608		$	245,725,603

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
Current liabilities
Due to related party		$	—		$	14,663
Accrued expenses			2,961,735			1,269,613
Promissory note - related party			200,000			—
Total current liabilities			3,161,735			1,284,276
Deferred underwriting fee			9,800,000			9,800,000
Total Liabilities			12,961,735			11,084,276

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 8,409,633 and 23,000,000 shares at redemption value of approximately $10.87 and $10.68 per share as of June 30, 2026 and December 31, 2025, respectively			91,383,294			245,609,352

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of June 30, 2026 and December 31, 2025			—			—
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 5,749,999 and 0 issued or outstanding (excluding 8,409,633 and 23,000,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025, respectively			575			—
Class B ordinary shares, $0.0001 par value; 80,000,000 shares authorized; 1 and 5,750,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively			—			575
Additional paid-in capital			—			—
Accumulated deficit			(12,940,996)			(10,968,600)
Total Shareholders’ Deficit			(12,940,421)			(10,968,025)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit		$	91,404,608		$	245,725,603

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

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GRAF GLOBAL CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


		For the Three Months Ended June 30,						For the Six Months Ended June 30,
		2026			2025			2026			2025
General and administrative expenses		$	1,941,351		$	193,321		$	1,972,396		$	466,470
Non-redemption agreements expenses			697,987			—			697,987			—
Loss from operations			(2,639,338)			(193,321)			(2,670,383)			(466,470)

Other income:
Interest earned on cash held in Trust Account			2,132,285			2,489,888			4,263,818			4,933,194
Total other income			2,132,285			2,489,888			4,263,818			4,933,194

Net income (loss)		$	(507,053)		$	2,296,567		$	1,593,435		$	4,466,724

Weighted average shares outstanding of Class A ordinary shares redeemable shares			23,082,947			23,000,000			23,041,702			23,000,000
Basic and diluted net income (loss) per ordinary share, Class A ordinary shares redeemable shares		$	(0.02)		$	0.08		$	0.06		$	0.16

Weighted average shares outstanding of Class A and Class B ordinary shares non-redeemable shares			4,928,572			5,750,000			5,337,017			5,750,000
Basic and diluted net income (loss) per ordinary share, Class A and Class B ordinary shares non-redeemable shares		$	(0.02)		$	0.08		$	0.06		$	0.16

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

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GRAF GLOBAL CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026


		Class A Ordinary					Class B Ordinary					Additional						Total
		Shares					Shares					Paid-in			Accumulated			Shareholders’
		Shares		Amount			Shares		Amount			Capital			Deficit			Deficit
Balance — December 31, 2025		—		$	—		5,750,000		$	575		$	—		$	(10,968,600)		$	(10,968,025)

Accretion for Class A ordinary shares to redemption amount		―			―		—			—			—			(2,131,533)			(2,131,533)

Net income		—			—		—			—			—			2,100,488			2,100,488

Balance – March 31, 2026 (unaudited)		―			―		5,750,000			575			―			(10,999,645)			(10,999,070)

Accretion for Class A ordinary shares to redemption amount		―			―		—			—			(697,987)			(1,434,298)			(2,132,285)

Conversion of Class B shares to Class A non-redeemable		5,749,999			575		(5,749,999)			(575)			—			—			—

Capital contribution on non-redemption agreements expense		—			—		—			—			697,987			—			697,987

Net loss		—			—		—			—			—			(507,053)			(507,053)

Balance – June 30, 2026 (unaudited)		5,749,999		$	575		1		$	—		$	—		$	(12,940,996)		$	(12,940,421)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

 

Class A Ordinary

 

Class B Ordinary

Additional

Total

Shares

Paid-in

Accumulated

Shareholders’

Shares

Amount

Shares

Amount

Capital

Deficit

Balance — December 31, 2024

―

—

5,750,000

575

—

(9,143,462)

(9,142,887)