Graf Acquisition Corp. IV

Where it stands

Closed (deSPAC)

The business it bought

NKGen Biotech, Inc. — Biotech, Inc.

Industry

the deal record does not name the target's industry yet

Deal value

not stated in the filings we hold

Price vs cash at settlement

no live price on file

Cash in trust when it settled

not yet extracted into a snapshot — the filings below may state it

the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal

IPO

24 May 2021

size not on file

Headquarters

3001 DAIMLER ST,, SANTA ANA, CA, 92705

registered in Delaware

Lead underwriter

not extracted from the prospectus yet

Key officers

Graf James A (Chief Financial Officer) · Cherng Andrew Jin-Chan · CHERNG PEGGY

Listed securities

GFOR common

1. The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).

1. 24 May 2021IPOpassed

   IPO size not on file

2. 25 September 2023Shares handed backpassed0001845459-25-000004

   redemption rate not stated in the filing

3. 28 August 2024Extension votepassed0001013762-24-000535

• NKGen Biotech, Inc.—
  closed

  What NKGen Biotech, Inc. does — read from nkgenbiotech.com on 26 August 2026

  NKGen Biotech is leveraging the power of a patient’s immune system through the development of unique natural killer (NK) cell therapies. Their technology, NKMax, aims to restore immune function and enhance a patient’s ability to target and eliminate diseased cells.

  3001 Daimler Street Santa Ana, CA 92705BiotechnologyImmunotherapy
  Deal structureSEC-primary — BCA 8-K / S-4 / DEFM14A

  Min-cash condition

  $50M

  stated in:0001104659-23-060652

Every figure below is stated in the linked filing; nothing here is estimated.

• Sep 25, 2023Deal voteno rate stated
  redeemed 3.39M shpaid $10.44/sh0001845459-25-000004

• 8-K17 July 20260001213900-26-079235

  Striking every reference to the Security Agreement changes the lender's position from secured to unsecured on this facility, which is unusual enough to matter: lenders normally release collateral only in exchange for repayment, equity or a broader restructuring. For a former GFOR holder it can cut either way — an unsecured lender has weaker claim ahead of equity in a wind-down, but a lender agreeing to give up collateral typically extracts something elsewhere, and that consideration is not visible in this excerpt.

• DEF 14A3 February 20250001213900-25-009102

  A single family investment vehicle holds notes convertible into 13.86 million shares against 44.9 million outstanding - roughly 31% of the company - at a 12% coupon, so one related party is simultaneously the lender and the largest prospective shareholder. Beneficial ownership blockers slow but do not prevent that accumulation. The Graf IV trust was released at the de-SPAC, so the equity carries no floor beneath that overhang.

• DEF 14A22 July 20240001013762-24-000535

  The 19.99% Nasdaq proposal is a pre-clearance for dilution beyond the threshold that would otherwise force a separate vote, and against 25.77 million shares outstanding that means at least 5.15 million new shares before any further approval is needed. For a clinical-stage company that is the funding mechanism, not an option. The sponsor's 523,140 warrant shares came from converting working capital loans into equity, the standard route by which SPAC sponsors turn advances into stock ahead of public holders rather than being repaid in cash.

• S-4/A10 August 20230001104659-23-089714

  Convertible debt is added to the price rather than deducted from it: the Exchange Ratio's numerator is $145 million plus the principal and accrued interest under NKGen Convertible Notes converted immediately before the effective time, divided by $10.00, over NKGen's fully diluted share count — so noteholders convert in and are paid inside the enlarged consideration. The Graf Insiders have agreed to vote in favour, not to redeem, and to waive any anti-dilution provisions, and the Sponsor has put 2,947,262 shares, about 70% of its holding, into post-closing vesting as Deferred Founder Shares.

• S-4/A4 August 20230001104659-23-087899

  The sponsor has put most of its stake behind the deal: under the Sponsor Support and Lockup Agreement the Graf Insiders vote all their equity in favour, agree not to redeem, and irrevocably waive any anti-dilution provisions, and the Sponsor subjects 2,947,262 of its shares — approximately 70% — to vesting after the closing as Deferred Founder Shares. The Exchange Ratio adds to the $145 million the principal and accrued interest on NKGen convertible notes that convert before the effective time, divides by $10.00, and then divides by fully diluted NKGen common stock.

• S-4/A17 July 20230001104659-23-081363

  Convertible debt is added to the price rather than deducted from it: the Exchange Ratio's numerator is $145 million plus the principal and accrued interest under NKGen Convertible Notes converted immediately before the effective time, divided by $10.00, over NKGen's fully diluted share count — so noteholders convert in and are paid inside the enlarged consideration. The Graf Insiders have agreed to vote in favour, not to redeem, and to waive any anti-dilution provisions, and the Sponsor has put 2,947,262 shares, about 70% of its holding, into post-closing vesting as Deferred Founder Shares.

• 8-K17 July 20260001213900-26-079235

  What changed: NKGen Biotech, Inc., the Graf Acquisition Corp. IV successor, filed as Exhibit 10.1 a First Amendment dated July 13, 2026 to the Equity and Business Loan Agreement of April 5, 2024 among NKGen Operating Biotech as borrower, NKGen Biotech as parent and BDW Investments, LLC as lender. The amendment deletes all references to the Security Agreement in their entirety and amends and restates Section 5.1.6, the default provision covering the agreement or any related document ceasing to be in full force and effect, with the changes taking effect on satisfaction of stated conditions precedent. Why it matters: Striking every reference to the Security Agreement changes the lender's position from secured to unsecured on this facility, which is unusual enough to matter: lenders normally release collateral only in exchange for repayment, equity or a broader restructuring. For a former GFOR holder it can cut either way — an unsecured lender has weaker claim ahead of equity in a wind-down, but a lender agreeing to give up collateral typically extracts something elsewhere, and that consideration is not visible in this excerpt.

• 8-K2 June 20260001213900-26-064294
• 8-K21 May 20260001213900-26-060160
• 8-K4 May 20260001213900-26-051727
• 8-K21 April 20260001213900-26-046267