Graf Global Corp-A 2024年度报告

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for thepast 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit and post 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 emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 ofthe Exchange Act. Large accelerated filer☐Non-accelerated filer☒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 orrevised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ On June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, only the registrant’s units were then trading on the NYSEAmerican LLC. The registrant’s units began trading on the NYSE American LLC on June 26, 2024, and the registrant’s Class A ordinary shares began separatetrading on the NYSE American LLC on August 16, 2024. On June 28, 2024, the aggregate market value of the registrant’s voting and non-voting common equityheld by non-affiliates, computed by reference to the closing sales price for the registrant’s units on June 28, 2024, as reported on the NYSE American LLC of$10.00, was $230million. As of March 13, 2025, there were23,000,000Class A ordinary shares, par value $0.0001 per share, and5,750,000Class B ordinary shares, par value $0.0001 pershare, of the registrant issued and outstanding. Documents Incorporated by Reference: None. TABLE OF CONTENTS EPARTI1Item1.Business1Item1A.Risk Factors16Item1B.Unresolved Staff Comments51Item1C.Cybersecurity51Item2.Properties51Item3.Legal Proceedings51Item4.Mine Safety Disclosures51PARTII51Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities51Item6.[RESERVED]52Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations52Item7A.Quantitative and Qualitative Disclosures about Market Risk55Item8.Financial Statements and Supplementary Data55Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure55Item9A.Controls and Procedures55Item9B.Other Information57Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections57PARTIII58Item10.Directors, Executive Officers and Corporate Governance Officers58Item11.Executive Compensation63Item12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters63Item13.Certain Relationships and Related Transactions, and Director Independence65Item14.Principal Accounting Fees and Services67PARTIV68Item15.Exhibits, Financial Statement Schedules68Item16.Form10-K Summary69 CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORSUMMARY Certain statements in this Annual Report on Form10-K (this “Form10-K”) may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but arenot limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions orstrategiesregarding the future.In addition,any statements that refer to pro