• BIG3 Co-Founder/CEO O'Shea Jackson (Ice Cube), Co-Founder/Chairman Jeff Kwatinetz and Commissioner Clyde "the Glide" Drexler to continue to lead company

BIG3 HoldCo LLC ("BIG3"), recognized as the world's premier professional 3-on-3 basketball league, founded by O'Shea Jackson (Ice Cube) and Jeff Kwatinetz, and Graf Global Corp. (NYSE:GRAF) ("GRAF"), a publicly traded special purpose acquisition company, jointly announced that they have entered into a definitive agreement for a business combination. When the transaction closes, 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" (3-on-3). The transaction is expected to close in the fourth quarter of 2026.

"We are excited for BIG3 to be the first publicly traded professional sports league in the US," said O'Shea Jackson, Sr. co-founder and chief executive officer of BIG3. "Leading a new generation of emerging sports, BIG3 connects basketball to culture, fans and our team communities. Going public is our next step. This lifts us to a bigger stage, accelerates our international potential and gives our fans a way to grow with us, support us and participate in our success."

Co-founder and Chairman Jeff Kwatinetz added, "Cube and I are proud of what BIG3 has done over the last eight seasons and are excited to begin our ninth season on June 20 in Los Angeles. Everything is coming together this year. With some of the world's most respected coaches and players, more than 550,000 average viewers on CBS and more than a billion social media impressions last season, teams now located in eight cities, worldwide distribution of our games, including on Migu (the go-to streaming platform for sports in China) and recognized as the premier 3-on-3 league in the world, we are at an inflection point. The public listing will provide capital and acquisition currency to take best advantage of our highly scalable platform, dominant brand, experience, leadership and opportunities in 3-on-3 basketball and the emerging sports market generally."

The combined company will be led by the 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. Acknowledging Cube's positive impact on communities through basketball, the Naismith Basketball Hall of Fame awarded him the inaugural Ice Cube Impact Award, now given annually at the Hall of Fame ceremony.

The transaction values BIG3 at $290 million on a pre-money basis, before potential earnouts based on share price performance, with 100% of the existing equity and equity-linked interests expected to convert to the common stock of the combined company at closing.

Closing is subject to delivery of $50 million minimum net cash proceeds from GRAF's trust account and other transaction-related funding and after payments to satisfy redemptions and payment of cash transaction and other expenses. GRAF's trust account currently holds approximately $249 million cash deposits as of June 10, 2026.

The transaction is also subject to GRAF's shareholders approving an extension of the time allowed to complete a business combination, with such approval to occur by June 27, 2026. GRAF's public shareholders have the right to redeem up to all of their ordinary shares in connection with the extension vote, and again just before the final shareholder vote to approve the proposed business combination.

"We are excited to partner with Cube, Jeff and their team to bring BIG3 to the public markets," said James Graf, chief executive officer of GRAF. "There are few, if any opportunities for public markets investors to own equity directly in professional sports leagues or teams. We believe such investments may deliver uncorrelated returns over time, especially seeing the appreciation of team values and the growth of sports advertising across media. As a cultural icon, Cube transcends boundaries. He and Jeff have been visionaries on what audiences want and we believe in their ability to deliver the 'next big thing' again as they have done repeatedly over the years. We have high hopes for where they can take BIG3 in the future as a well-capitalized public company."

BIG3 Season Nine Highlights

  • Season tips off June 20, 2026 at the Intuit Dome in Los Angeles (home of the LA Clippers), with the championship game scheduled on August 22, 2026 at the Spectrum Center in Charlotte (home of the Charlotte Hornets)
  • Eight city-based teams, with four teams owned by BIG3 (Boston, Chicago, Dallas, DMV) and four sold to independent owners (Detroit, Houston, LA, Miami)
  • Multiple fast paced games of BIG3's FIREBALL3 brand of half court 3-on-3 played at every event; first to 50 points wins; entertainment between games for an exciting overall experience
  • 7th season with CBS, Re-airs of games on BET, International broadcast partners like Migu (China) and TV Globo (Brazil)
  • Legendary coaches include Julius (Dr. J) Erving (Chicago), Nancy Lieberman (Dallas) and Gary Payton (Boston)
  • Team captains include former NBA stars Michael Beasley (Miami), Corey Brewer (Detroit), Dwight Howard (LA) and Joe Johnson (Detroit)

Key Transaction Terms

The respective boards of managers or directors, as applicable, of BIG3 and GRAF have unanimously approved the proposed business combination. Completion of the proposed business combination is expected in the fourth quarter of 2026, pursuant to the terms and conditions of the Business Combination Agreement ("BCA") entered into by BIG3 and GRAF and other parties thereto. The BCA contains customary closing conditions, including without limitation a registration statement being declared effective by the Securities and Exchange Commission ("SEC"), consent of certain noteholders of BIG3 to convert their notes, approval by the shareholders of GRAF, delivery of $50 million in minimum net cash proceeds, and certain regulatory approvals, as well as the listing of the shares of the combined company on the New York Stock Exchange, NYSE American or Nasdaq Stock Market (the "National Securities Exchange"), as mutually determined by BIG3 and GRAF.

In addition to the $290 million in stock consideration to be issued to existing Big3 equityholders, at the closing, Big3 equityholders are entitled to an additional 2 million earnout shares which will vest over a five-year period if the closing price of the Pubco Class A common stock is greater than or equal to $15.00 for a period of at least 20 days (which need not be consecutive) out of 30 consecutive trading days, or in the event of a sale of the combined company if the combined company stockholders receive a sale price that is greater than or equal to $15.00.