BIG3 HoldCo LLC, recognized as the world's premier professional 3-on-3 basketball league, has entered into a definitive agreement to combine with Graf Global Corp. (NYSE: GRAF), a publicly traded special purpose acquisition company. The transaction values BIG3 at $290 million on a pre-money basis and is expected to close in the fourth quarter of 2026. Upon closing, the publicly traded company will be named Big3 Basketball Holdings, Inc. and is expected to be listed on the New York Stock Exchange, NYSE American, or Nasdaq under the ticker symbol "TONT".

The combined company will be led by the existing BIG3 management team, including co-founder and chief executive officer O'Shea Jackson (Ice Cube), co-founder and chairman Jeff Kwatinetz, president Sean Bannon, and commissioner Clyde "the Glide" Drexler. The boards of both companies have unanimously approved the business combination, which remains subject to customary closing conditions. These conditions include the delivery of at least $50 million in minimum net cash proceeds from GRAF's trust account, regulatory approvals, and shareholder approval for an extension of GRAF's business combination deadline by June 27, 2026.

Transaction Terms and Valuation

Under the terms of the agreement, 100% of the existing equity and equity-linked interests in BIG3 are expected to convert to common stock of the combined company at closing. In addition to the $290 million in stock consideration, BIG3 equityholders are entitled to an earnout of 2 million additional shares. These shares will vest over a five-year period if the closing price of the combined company's Class A common stock is greater than or equal to $15.00 for at least 20 days within a 30-trading-day period, or if the company is sold at a price of at least $15.00 per share.

GRAF's trust account currently holds approximately $249 million in cash deposits as of June 10, 2026. The closing of the transaction is contingent upon GRAF's public shareholders approving an extension of the time allowed to complete a business combination. Shareholders have the right to redeem their ordinary shares in connection with the extension vote and again prior to the final shareholder vote to approve the business combination.

Operational Highlights and Strategic Outlook

The league is preparing for its ninth season, which tips off on June 20, 2026, at the Intuit Dome in Los Angeles. The championship game is scheduled for August 22, 2026, at the Spectrum Center in Charlotte. The league features eight city-based teams and maintains broadcast relationships with CBS, BET, and international partners such as Migu in China and TV Globo in Brazil. BIG3 reported an average viewership of more than 550,000 on CBS and over a billion social media impressions in the previous season.

MC Strategic Advisors LLC is acting as financial advisor to BIG3, while White & Case LLP is serving as legal advisor to GRAF. Ellenoff Grossman & Schole LLP is acting as legal advisor to BIG3. The parties intend to file a registration statement on Form S-4 and other relevant materials with the Securities and Exchange Commission (SEC) regarding the transaction.