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 30, 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 8.01 Other Events.
On August 30, 2023, Graf
Acquisition Corp. IV (the “Company” or “Graf”) issued a press release announcing that it intends to adjourn,
without conducting any business, the special meeting of its stockholders to be held to approve, among other things, the previously announced
business combination (the “Business Combination”) with NKGen Biotech, Inc. (“NKGen” and such special meeting,
the “Special Meeting”), which is scheduled to occur at 10:00 a.m., Eastern time, on August 30, 2023, and to reconvene the
Special Meeting at 10:30 a.m., Eastern time, on September 8, 2023. The Special Meeting will still be held virtually at https://www.cstproxy.com/grafiv/sm2023.
The Company has received overwhelming
support for the approval of the Business Combination and has received enough votes to date via proxy to approve each of the proposals
to be presented at the Special Meeting. However, the Company has decided to adjourn the Special Meeting in order to provide additional
time to continue its efforts to obtain additional financing, which may be in the form of equity, debt, grants or other equity-linked securities
or derivatives, needed to satisfy the $50 million minimum cash condition under the agreement and plan of merger entered into in connection
with the Business Combination, which may be waived by NKGen, in its sole discretion.
In connection with the adjournment
of the Special Meeting, the Company is reopening and extending the deadline for its stockholders to exercise their right to redeem their
shares of common stock for their pro rata portion of the funds available in the Company’s trust account, or to withdraw any previously
delivered demand for redemption, to 5:00 p.m., Eastern time, on September 6, 2023 (two business days before the adjourned Special Meeting).
If a stockholder has previously submitted a request to redeem its shares of common stock in connection with the Special Meeting and would
like to reverse such request, such stockholder may contact the Company's transfer agent, Continental Stock Transfer & Trust Company,
at SPACredemptions@continentalstock.com.
A copy of the press release
issued by the Company is attached as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Important Information and Where to Find It
The proposed Business Combination
will be submitted to stockholders of Graf for their consideration at the Special Meeting. 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 that was 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.
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GRAF ACQUISITION CORP. IV |
|
|
|
|
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By: |
/s/ James A. Graf |
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|
Name: |
James A. Graf |
|
|
Title: |
Chief Executive Officer |
Date: August 30, 2023
Exhibit 99.1
Graf Acquisition Corp. IV Announces Intent to
Adjourn Special Meeting
to Approve Business Combination with NKGen Biotech,
Inc. to September 8, 2023
THE WOODLANDS, Texas, August 30, 2023 –
Graf Acquisition Corp. IV (NYSE: GFOR, GFOR.U, GFOR WS) (the “Company” or “Graf”), announced today that it intends
to adjourn, without conducting any business, the special meeting of its stockholders to be held to approve, among other things, the previously
announced business combination (the “Business Combination”) with NKGen Biotech, Inc. (“NKGen” and such special
meeting, the “Special Meeting”), which is scheduled to occur at 10:00 a.m., Eastern time, on August 30, 2023, and to reconvene
the Special Meeting at 10:30 a.m., Eastern time, on September 8, 2023. The Special Meeting will still be held virtually at https://www.cstproxy.com/grafiv/sm2023.
The Company has received overwhelming support
for the approval of the Business Combination and has received enough votes to date via proxy to approve each of the proposals to be presented
at the Special Meeting. However, the Company has decided to adjourn the Special Meeting in order to provide additional time to continue
its efforts to obtain additional financing, which may be in the form of equity, debt, grants or other equity-linked securities or derivatives,
needed to satisfy the $50 million minimum cash condition under the agreement and plan of merger entered into in connection with the Business
Combination, which may be waived by NKGen, in its sole discretion.
In connection with the adjournment of the Special
Meeting, the Company is reopening and extending the deadline for its stockholders to exercise their right to redeem their shares of common
stock for their pro rata portion of the funds available in the Company’s trust account, or to withdraw any previously delivered
demand for redemption, to 5:00 p.m., Eastern time, on September 6, 2023 (two business days before the adjourned Special Meeting). If a
stockholder has previously submitted a request to redeem its shares of common stock in connection with the Special Meeting and would like
to reverse such request, such stockholder may contact the Company's transfer agent, Continental Stock Transfer & Trust Company, at
SPACredemptions@continentalstock.com.
Stockholders of record as of August 7, 2023 are
entitled to vote at the Special Meeting. Stockholders who have not yet done so are encouraged to vote as soon as possible. Stockholders
who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not to take any further action.
If any stockholders have questions or need assistance in connection with the Special Meeting, please contact the Company’s proxy
solicitor, Morrow Sodali LLC, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing GFOR.info@morrowsodali.com.
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
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.
Additional Information and Where to Find It
The proposed Business Combination will be submitted
to stockholders of Graf for their consideration at the Special Meeting. 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 that was 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 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 Contact:
Denise Chua, MBA, CLS, MT (ASCP)
Vice President, Investor Relations and Corporate
Communications
NKGen Biotech, Inc.
dchua@nkgenbiotech.com
Sabrina McKee
Chief Financial Officer and EVP, Strategy
Graf Acquisition Corp. IV
sabrina@grafacq.com
External Contacts:
Chris Calabrese
Managing Director
LifeSci Advisors, LLC
ccalabrese@lifesciadvisors.com
Kevin Gardner
Managing Director
LifeSci Advisors, LLC
kgardner@lifesciadvisors.com
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