Graf Acquisition Corp. IV (NYSE: GFOR, GFOR.U, GFOR WS) (“Graf”)
and NKGen Biotech, Inc. (“NKGen”) on August 14, 2023 announced that
Graf’s registration statement on Form S-4 (File No. 333-271929) (as
amended, the “Registration Statement”), relating to the previously
announced business combination (the “Business Combination”) with
NKGen, has been declared effective by the U.S. Securities and
Exchange Commission (the “SEC”). Graf also commenced mailing the
definitive proxy statement/prospectus on August 14, 2023, which was
included in the Registration Statement, relating to the special
meeting of its stockholders to be held in connection with the
Business Combination (the “Special Meeting”) to stockholders of
record as of the close of business on August 7, 2023 (the “Record
Date”).
The Special Meeting will be held virtually at
10:00 a.m., New York City time, on August 30, 2023 at
https://www.cstproxy.com/grafiv/sm2023. Graf’s stockholders of
record as of the Record Date are entitled to vote at the Special
Meeting. In connection with the Special Meeting, Graf’s
stockholders who wish to exercise their redemption rights must do
so no later than 5:00 p.m., New York City time, on August 28, 2023
by following the procedures specified in the definitive proxy
statement/prospectus for the Special Meeting.
In addition, Graf announced on August 14, 2023
that it intends to voluntarily transfer the listing of its shares
of common stock and public warrants to The Nasdaq Stock Market LLC
(“Nasdaq”) from the New York Stock Exchange (the “NYSE”) following
the completion of the Business Combination. In connection with the
closing of the Business Combination, Graf will change its name to
“NKGen Biotech, Inc.” and NKGen will change its name to “NKGen
Operating Biotech, Inc.” The common stock and public warrants of
the post-combination company are expected to commence trading on
Nasdaq the day after the closing of the Business Combination under
the symbols “NKGN” and “NKGNW,” respectively. Graf’s units, common
stock and public warrants will continue to trade on the NYSE until
the transfer is complete.
The decision to list on Nasdaq was made in
consideration of the Business Combination and enables the
post-combination company to be listed alongside the other
innovative biotechnology companies that are also listed on Nasdaq.
At the closing of the Business Combination, Graf will delist its
units, shares of common stock and public warrants from the NYSE.
The Nasdaq listing and NYSE delisting are subject to the closing of
the Business Combination and fulfillment of all Nasdaq listing
requirements and NYSE delisting procedures.
About Graf Acquisition Corp. IV
Graf is a blank-check company incorporated as a
Delaware corporation and formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization, or similar business combination with one or more
businesses.
About NKGen Biotech, Inc.
NKGen is a clinical-stage biotechnology company
focused on the development and commercialization of innovative
autologous, allogeneic, and CAR-NK natural killer cell therapies.
NKGen is headquartered in Santa Ana, California, USA. For more
information, please visit www.nkgenbiotech.com.
Important Information and Where to Find
It
The proposed Business Combination will be
submitted to stockholders of Graf for their consideration. Graf has
filed the Registration Statement with the SEC relating to the
proposed Business Combination, which includes both a definitive
prospectus with respect to the securities of the post-combination
company (“New NKGen”) to be issued in connection with the proposed
Business Combination and a proxy statement to be distributed to
Graf’s stockholders in connection with Graf’s solicitation of
proxies for the vote by its stockholders in connection with the
proposed Business Combination and other matters as described in the
Registration Statement. The Registration Statement was declared
effective by the SEC and Graf will mail the definitive proxy
statement/prospectus to its stockholders as of the record date
established for voting on the proposed Business Combination. Graf
urges its investors, stockholders and other interested persons to
read the definitive proxy statement/prospectus, as well as other
documents filed by Graf with the SEC, because these documents
contain important information about Graf, NKGen and the proposed
Business Combination. Stockholders may obtain a copy of the
definitive proxy statement/prospectus, as well as other documents
filed with the SEC regarding the proposed Business Combination and
other documents filed by Graf with the SEC, without charge, at the
SEC’s website located at www.sec.gov or by directing a request to:
Graf Acquisition Corp. IV, 1790 Hughes Landing Blvd., Suite 400,
The Woodlands, TX 77380. Participants in the
Solicitation
Graf and NKGen and their respective directors
and executive officers may be considered participants in the
solicitation of proxies with respect to the proposed Business
Combination under the rules of the SEC. Information about the
directors and executive officers of Graf is set forth in the
definitive proxy statement/prospectus. Information regarding the
persons who may, under the rules of the SEC, be deemed participants
in the solicitation of Graf stockholders in connection with the
proposed Business Combination is set forth in the definitive proxy
statement/prospectus. Stockholders, potential investors and other
interested persons should read the definitive proxy
statement/prospectus carefully before making any voting or
investment decisions. These documents can be obtained free of
charge from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a proxy
statement or a solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the proposed
Business Combination and shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be
any sale of securities, in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This press release includes forward-looking
statements within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
These statements may be preceded by, followed by or include the
words “believes,” “estimates,” “anticipates,” “expects,”
“projects,” “forecasts,” “outlook,” “future,” “further,” “may,”
“will,” “potential,” “should,” “seeks,” “seems,” “targets,”
“plans,” “scheduled,” “anticipates,” “intends” or similar
expressions. These statements are based on the beliefs and
assumptions of the management of Graf and NKGen. These
forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, including changes in domestic and foreign business,
market, financial, political and legal conditions, many of which
are outside the control of the parties, that could cause actual
results or outcomes to differ materially from those discussed in
the forward-looking statements. Important factors that may affect
actual results or outcomes include, among others, the inability of
the parties to successfully or timely consummate the proposed
Business Combination; the failure to satisfy the conditions to the
consummation of the proposed Business Combination, including but
not limited to the approval of the merger agreement by Graf’s
stockholders, the satisfaction of the minimum cash condition, the
compliance with the acquiror closing cash amount and the receipt of
certain governmental and regulatory approvals; the inability to
obtain any PIPE investments; the inability to raise or obtain
sufficient funds to continue NKGen’s operations through the
consummation of the proposed Business Combination; the inability to
recognize the anticipated benefits of the proposed Business
Combination; the amount of redemption requests made by Graf’s
public stockholders; the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement, and the ability to maintain the listing of New NKGen’s
securities on a national securities exchange; and those factors
discussed under the heading “Risk Factors” in the Registration
Statement and other documents of Graf filed, or to be filed, with
the SEC. New risk factors emerge from time to time and it is not
possible to predict all such risk factors, nor can Graf or NKGen
assess the impact of all such risk factors on the businesses of
Graf and NKGen prior to the proposed Business Combination, and New
NKGen following the proposed Business Combination, or the extent to
which any factor or combination of factors may cause actual results
to differ materially from those contained in any forward-looking
statements. You should not put undue reliance on these statements,
which speak only as of the date hereof. All forward-looking
statements attributable to Graf or NKGen or persons acting on their
behalf are expressly qualified in their entirety by the foregoing
cautionary statements. Graf and NKGen prior to the proposed
Business Combination, and New NKGen following the proposed Business
Combination, undertake no obligations to update or revise publicly
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
Internal Contacts
Sabrina McKeeChief Financial Officer and EVP, StrategyGraf
Acquisition Corp. IVsabrina@grafacq.com
Denise Chua, MBA, CLS, MT (ASCP)Vice President, Investor
Relations and Corporate CommunicationsNKGen Biotech,
Inc.dchua@nkgenbiotech.com
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