UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): August 15, 2023
GRAF ACQUISITION CORP. IV
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-40427 |
|
86-2191918 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification
No.) |
1790 Hughes Landing Blvd., Suite 400
The Woodlands, Texas 77380
(Address of principal executive offices, including zip code)
(713) 489-1772
(Registrant’s telephone number, including
area code )
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| x | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title
of each class |
Trading
Symbol(s) |
Name
of each
exchange on which
registered |
| Units, each consisting of one share of common stock and one-fifth of one redeemable warrant |
GFOR.U |
The New York Stock Exchange |
| Common stock, par value $0.0001 per share |
GFOR |
The New York Stock Exchange |
| Redeemable warrants, each warrant exercisable for one share of common stock, each at an exercise price of $11.50 |
GFOR. WS |
The New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On August 15, 2023, Graf Acquisition Corp. IV (the “Company”),
acting pursuant to authorization from its Board of Directors, provided written notice to the New York Stock Exchange (“NYSE”)
of its intention to voluntarily withdraw the listing of its units, common stock and public warrants from the NYSE and to list its common
stock and public warrants on The Nasdaq Stock Market LLC (“Nasdaq”) following, and subject to, the completion of its previously
announced business combination (the “Business Combination”) with NKGen Biotech, Inc. (“NKGen”). In connection
with the Business Combination, the Company 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.
Item 7.01 Regulation FD Disclosure.
Also on August 15, 2023, the Company issued a press release announcing,
among other things, its intention to voluntarily withdraw the listing of its units, common stock and public warrants from the NYSE and
list its common stock and public warrants on Nasdaq. A copy of the press release is furnished herewith as Exhibit 99.1.
The
information in this Item 7.01, including Exhibit 99.1, is furnished herewith and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”) or the Exchange Act, except as expressly set forth by specific reference in such filing.
Important Information and Where to Find It
The proposed Business Combination
will be submitted to stockholders of Graf for their consideration. Graf has filed a registration statement on Form S-4 (the “Registration
Statement”) with the Securities and Exchange Commission (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 mailed 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 Current Report on Form
8-K (this “Current Report”) 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 Current Report 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.
Item
9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
GRAF ACQUISITION CORP. IV |
| |
|
|
|
| |
By: |
/s/ James A. Graf |
| |
|
Name: |
James A. Graf |
| |
|
Title: |
Chief Executive Officer |
Date: August 15, 2023
Exhibit 99.1
GRAF ACQUISITION CORP. IV AND NKGEN BIOTECH, INC. ANNOUNCE EFFECTIVENESS OF FORM S-4 FOR PROPOSED BUSINESS COMBINATION
Special Meeting of Graf Stockholders to Approve
Proposed Business Combination to be Held on August 30, 2023
Post-Combination Company’s Securities
to be Listed on Nasdaq Under Ticker Symbols “NKGN” and “NKGNW”
THE WOODLANDS, Texas, and SANTA ANA, Calif., August
15, 2023 – 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 McKee
Chief Financial Officer and EVP, Strategy
Graf Acquisition Corp. IV
sabrina@grafacq.com
Denise Chua, MBA, CLS, MT (ASCP)
Vice President, Investor Relations and Corporate Communications
NKGen Biotech, Inc.
dchua@nkgenbiotech.com
Graf Acquisition Corp IV (NYSE:GFOR)
Historical Stock Chart
From Apr 2024 to May 2024
Graf Acquisition Corp IV (NYSE:GFOR)
Historical Stock Chart
From May 2023 to May 2024
