GRAF GLOBAL CORP._September 30, 2025

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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 September 30, 2025

☐ 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 13, 2025, 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.

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GRAF GLOBAL CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS


		Page
Part I. Financial Information
Item 1. Interim Financial Statements
Condensed Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024		1
Condensed Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2025 and 2024 (Unaudited)		3
Condensed Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Quantitative and Qualitative Disclosures About Market Risk		23
Item 4. Controls and Procedures		23
Part II. Other Information
Item 1. Legal Proceedings		24
Item 1A. Risk Factors		24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 3. Defaults Upon Senior Securities		25
Item 4. Mine Safety Disclosures		25
Item 5. Other Information		25
Item 6. Exhibits		25
Part III. Signature		26

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PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

GRAF GLOBAL CORP.

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2025		2024
	(Unaudited)
Assets
Current assets
Cash	$	699	$	479,628
Prepaid expenses		195,724		237,465
Total current assets		196,423		717,093
Long-term prepaid insurance		—		109,710
Cash held in Trust Account		243,244,843		235,764,764
Total Assets	$	243,441,266	$	236,591,567

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
Current liabilities
Accrued offering costs	$	—	$	85,000
Accrued expenses		803,964		84,690
Total current liabilities		803,964		169,690
Deferred underwriting fee		9,800,000		9,800,000
Total Liabilities		10,603,964		9,969,690

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of approximately $10.58 and $10.25 per share as of September 30, 2025 and December 31, 2024		243,244,843		235,764,764

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2025 and December 31, 2024		—		—
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) as of September 30, 2025 and December 31, 2024		—		—
Class B ordinary shares, $0.0001 par value; 80,000,000 shares authorized; 5,750,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024		575		575
Additional paid-in capital		—		—
Accumulated deficit		(10,408,116)		(9,143,462)
Total Shareholders’ Deficit		(10,407,541)		(9,142,887)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	243,441,266	$	236,591,567

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,
	2025		2024		2025		2024
General and administrative costs	$	798,184	$	195,207	$	1,264,654	$	312,542
Loss from operations		(798,184)		(195,207)		(1,264,654)		(312,542)

Other income:
Interest earned on cash held in Trust Account		2,546,885		2,995,098		7,480,079		3,093,615
Total other income		2,546,885		2,995,098		7,480,079		3,093,615

Net income	$	1,748,701	$	2,799,891	$	6,215,425	$	2,781,073

Weighted average shares outstanding of Class A ordinary shares		23,000,000		23,000,000		23,000,000		8,003,663
Basic and diluted net income per ordinary share, Class A ordinary shares	$	0.06	$	0.10	$	0.22	$	0.21

Weighted average shares outstanding of Class B ordinary shares		5,750,000		5,750,000		5,750,000		5,260,989
Basic and diluted net income per ordinary share, Class B ordinary shares	$	0.06	$	0.10	$	0.22	$	0.21

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, 2025


	Class A Ordinary			Class B Ordinary			Additional				Total
	Shares			Shares			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — January 1, 2025	—	$	—	5,750,000	$	575	$	—	$	(9,143,462)	$	(9,142,887)

Accretion for Class A ordinary shares to redemption amount	―		―	—		—		—		(2,443,306)		(2,443,306)

Net income	—		—	—		—		—		2,170,157		2,170,157

Balance – March 31, 2025 (unaudited)	―		―	5,750,000		575		―		(9,416,611)		(9,416,036)

Accretion for Class A ordinary shares to redemption amount	―		―	—		—		—		(2,489,888)		(2,489,888)

Net income	—		—	—		—		—		2,296,567		2,296,567

Balance – June 30, 2025 (unaudited)	―		―	5,750,000		575		―		(9,609,932)		(9,609,357)

Accretion for Class A ordinary shares to redemption amount	—		—	—		—		—		(2,546,885)		(2,546,885)

Net income	—		—	—		—		—		1,748,701		1,748,701

Balance – September 30, 2025 (unaudited)	―	$	―	5,750,000	$	575	$	―	$	(10,408,116)	$	(10,407,541)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024


	Class A Ordinary			Class B Ordinary			Additional				Total
	Shares			Shares			Paid-in		Accumulated		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 (unaudited)	―		—	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)

SEC Form 10-Q filed by Graf Global Corp.