Graf Acquisition II ^{Filed Terms, NYSE: GTOO.U}

We are a blank check company incorporated on January 29, 2026 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Our strategy is to leverage our team’s extensive track record in SPAC-related mergers & acquisitions and capital markets to identify and complete an initial business combination. We may pursue an acquisition opportunity in any industry or geographic location. Our management team has a track record across numerous industries of advising on, completing and supporting SPAC transactions, including media, industrial services, technology and biotech. Based on our management’s experience, including with prior special purpose acquisition companies, we have developed the following non-exclusive investment criteria that we intend to use to screen for and evaluate prospective target businesses. 1) Leading Industry Position with Supportive Long-Term Dynamics and Competitive Market Advantage. 2) Stable Free Cash Flow, Prudent Debt and Financial Visibility. 3) Benefit Uniquely from a Business Combination with a Special Purpose Acquisition Company. 4) Proprietary and/or Optimally Positioned Transactions.