NKGen Biotech, Inc. signed a non-binding letter of intent to acquire Graf Acquisition Corp. IV (NYSE:GFOR) from Graf Acquisition Partners IV LLC, Adage Capital Management, L.P. and others in a reverse merger transaction on March 8, 2023. NKGen Biotech, Inc. entered into a definitive merger agreement to acquire Graf Acquisition Corp. IV from Graf Acquisition Partners IV LLC, Adage Capital Management, L.P. and others for approximately $190 million in a reverse merger transaction on April 14, 2023. In accordance with the terms and subject to the conditions of the merger agreement, Graf has agreed to issue to the equity holders of NKGen (other than holders of unvested NKGen options to purchase shares of common stock of NKGen aggregate consideration of a number of shares of newly issued common stock, of New NKGen valued at $10 per share, equal to the product of the number of outstanding shares of common stock of NKGen at the Closing, multiplied by the Exchange Ratio. The ?Exchange Ratio? is equal to the quotient of (A) the sum of (i) $145 million plus (ii) the aggregate amount of principal and accrued interest underlying convertible promissory notes of NKGen (?NKGen convertible notes?) that are converted into shares of NKGen common stock as of immediately prior to the effective time of the Merger (the ?Effective Time?), divided by (B) $10, divided by (C) the number of Fully Diluted Shares of NKGen common stock immediately prior to the Effective Time. Upon the consummation of the Business Combination, Graf expects to issue an estimated 18,281,647 shares of Common Stock in connection with the Business Combination. Through the business combination, NKGen Biotech's purpose is to obtain backdoor listing on the NYSE through Graf Acquisition Corp. IV. Upon the closing of the transaction, Graf will be renamed ?NKGen Biotech, Inc.? and is expected to be listed on the New York Stock Exchange, NYSE American or Nasdaq under the ticker symbol ?NKGN?. The executive management of NKGen is expected to serve as the executive management of New NKGen following closing. The number of and the members of the board of directors of New NKGen will be mutually agreed by NKGen and Graf prior to closing.

Completion of a business combination between Graf and NKGen Biotech is subject to, among other things, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction, the satisfaction of the conditions negotiated therein, approval of the transaction by the board and shareholders of both Graf and NKGen Biotech, effectiveness of the Registration Statement on Form S-4, Graf shall not have received valid redemption requests (that have not subsequently been withdrawn) that would require it to redeem Acquiror Common Stock in an amount that would cause Graf not to have, at least $5,000,001 of net tangible assets ,the Graf Closing Cash Amount is no less than an aggregate amount of $50 million, the parties shall have delivered the closing deliverables including Registration Rights Agreement, Lockup Agreement, Subscription Agreements, the shares of Common Stock to be issued in connection with the Business Combination having been approved for listing on the New York Stock Exchange, NYSE American or Nasdaq Stock Market, the Certificate of Incorporation shall be amended and restated substantially in the form of the Acquiror A&R Charter and certain directors and officers of Graf shall have resigned, effective as of the closing. The transaction has been approved by the Boards of Directors of NKGen. The Graf Board has unanimously approved the merger unanimously recommends that the Graf Stockholders vote for the approval of the business combination proposal. On August 14, 2023 Graf Acquisition announced that registration statement on Form S-4, relating to the previously announced business combination with NKGen, has been declared effective by the U.S. Securities and Exchange Commission. Graf currently has proxies from more than 65% of its stockholders to approve an extension of the time it has to close the business combination with NKGen to September 29, 2023. Votes to approve the Extension will be cast at a special meeting of Graf stockholders to be held on May 22, 2023. On August 30, 2023, Graf Acquisition Corp. IV announced 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 with NKGen which is scheduled to occur on August 30, 2023, and to reconvene the Special Meeting on September 8, 2023. The Special Meeting will be reconvened on September 20, 2023. As on September 25, 2023, Graf Acquisition shareholders approved the transaction. The transaction is expected to close in third quarter of 2023.

Rama Padmanabhan, Ken Rollins, Rupa Briggs, Sharon Connaughton, Ross Eberly, Chris Kimball, Natasha Leskovsek, Barbara Mirza, Michael Shen, Jeff Tolin, Karen Tsai and Charity R. Williams of Cooley LLP acted as legal advisors and due diligence providers to NKGen and NKMax. James Hu, Elliott Smith, Andres Liivak, Victoria Rosamond, F. Paul Pittman, Steven M. Lutt, Seth Kerschner, David Dreier, Ajita Shukla and Aaron Feuer of White & Case LLP acted as legal advisors and due diligence providers to Graf. Continental Stock Transfer & Trust Company acted as transfer agent to Graf. Graf has engaged Morrow Sodali to assist in the solicitation of proxies for a fee of $15,000, plus disbursements.

NKGen Biotech, Inc. completed the acquisition of Graf Acquisition Corp. IV (NYSE:GFOR) from Graf Acquisition Partners IV LLC, Adage Capital Management, L.P. and others in a reverse merger transaction on September 29, 2023.