Graf Global Corp

The Extension Amendment Proposal requests shareholder approval to amend the Company’s Articles to extend the outside date to complete an initial business combination from June 27, 2026 to September 27, 2026 and, if a definitive agreement is signed by September 27, to permit the Board to extend the deadline up to three additional one‑month increments to December 27, 2026. Management seeks this approval because the Board has concluded there is insufficient time before the Current Outside Date to identify and close a business combination given the work already invested; the extension would give the Company more time to complete diligence, negotiate terms, and obtain necessary approvals. Implementation of the extension would trigger a redemption right for Public Shareholders, who may elect to redeem all or a portion of their Public Shares for their pro rata share of Trust Account funds; the Withdrawal Amount for redeemed shares would be removed from the Trust Account and paid to redeeming shareholders. The extension increases the risk that further redemptions could reduce the cash available to consummate a business combination and could affect continued listing metrics, but the Board contends the additional time improves prospects of completing a combination. The proposal requires a special resolution (at least two‑thirds of votes cast by holders of Class A and Class B voting together) and the Graf Insiders (Founder Shares) will vote in favor, creating a material alignment but also a conflict of interest because insiders stand to retain or increase value if a deal closes. If not approved, the Company will be required to liquidate and redeem Public Shares for the Trust Account balance (subject to limited deductions), extinguishing public shareholders’ rights; if approved, the Company will file the amendment and continue seeking a target. The Board recommends a "FOR" vote based on its determination that additional time is in the best interests of the Company and its shareholders, while noting there is no assurance a business combination will be completed even with the extension.

The Adjournment Proposal asks shareholders to authorize the Board to adjourn the Extraordinary General Meeting, if necessary, to permit further solicitation of proxies or to provide more time to implement the proposed extension. Management presents the adjournment as a procedural, contingency measure — it would only be presented if there are insufficient votes to approve the Extension Amendment Proposal or if additional time is needed to effectuate the Extension. Approval requires a simple majority of votes cast; the Graf Insiders intend to vote in favor, which increases the likelihood the adjournment could be adopted if pursued. The adjournment itself does not change the substantive terms of the Extension Amendment Proposal and would not by itself alter shareholder redemption rights, but it could materially affect timing and voting outcomes by allowing additional outreach to Public Shareholders and potentially more redemptions prior to a later vote. Management recommends voting “FOR” the adjournment to preserve flexibility to secure approval of the Extension and to avoid automatic liquidation if the Extension initially fails to receive sufficient votes. Shareholders should weigh the benefits of additional time to consummate a business combination against the risk that further delays could reduce Trust Account balances and shareholder value, and consider the insiders’ incentives to support the adjournment. The Board frames the proposal as in shareholders’ and the Company’s best interests to avoid premature liquidation while it pursues a transaction.