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                              April 11, 2024

       James A. Graf
       Chief Executive Officer
       Graf Global Corp.
       1790 Hughes Landing Blvd., Suite 400
       The Woodlands, TX 77380

                                                        Re: Graf Global Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted March 15,
2024
                                                            CIK No. 0001897463

       Dear James A. Graf:

                                                        We have reviewed your
draft registration statement and have the following comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Form S-1 filed March 15, 2024

       Cover Page

   1.                                                   We note that Note 1 to
your audited financial statements indicates that you intend to focus
                                                        your search for a
target company on a premium branded consumer retail business. Please
                                                        revise your cover page
and other disclosures regarding your search process for a target
                                                        company to address this
intended focus.
   2.                                                   We note your disclosure
here and elsewhere in the prospectus that the proceeds of the
                                                        offering and private
warrants may be released from the trust account as early as the
                                                        commencement of the
procedures to consummate the initial business combination if you
                                                        determine it is
desirable to facilitate the completion of the initial business combination.
                                                        Please tell us how this
early release of proceeds from the trust is consistent with NYSE
                                                        Listed Company Manual
Section 102.06, which contemplates that proceeds be held in the
                                                        trust account "until
consummation of a business combination . . . " In addition, we note
                                                        disclosure on page 21
of the prospectus stating that unless and until you complete your
 James A. Graf
Graf Global Corp.
April 11, 2024
Page 2
         initial business combination, no proceeds held in the trust account
will be available for
         your use except for redemptions and to withdraw interest to pay income
taxes.
Our Business Combination Process, page 9

3.       We note your disclosure that neither you nor anyone on your behalf has
engaged in any
         substantive discussions, directly or indirectly, with any business
combination target with
         respect to an initial business combination with you. Please indicate
what steps you are
         taking to ensure that your potential pursuit of business combination
partners that had
         previously been in discussions with the management teams of the GRAF
SPACs, as
         referenced on the cover page, and the "pipeline of initial business
combination
         opportunities," as referenced on page 5, are not inconsistent with
this disclosure. For
         example, describe how any efforts that your management team made on
behalf of other
         GRAF SPACs and your leveraging of a pipeline of opportunities will not
conflict with the
         independence of substantive discussions with potential business
combination partners for
         GRAF Global Corp.
The Offering
Manner of conducting redemptions, page 25

4.       We note your disclosure here and elsewhere that public shareholders
may elect to redeem
         their public shares irrespective of whether they vote for or against
the business
         combination. Please revise your disclosure here, and elsewhere as
appropriate, to
         include whether public shareholders are able to redeem their shares if
they abstain from
         voting.
Risk Factors
Risks Relating to Our Search for, and Consummation of or Inability to
Consummate, a Business
Combination, page 38

5.     We note your disclosure that by restricting your investment of proceeds
in cash or
       securities, including U.S. Government securities or shares of money
market funds
       registered under the Investment Company Act and regulated pursuant to
rule 2a-7 of that
       Act, you intend to avoid being deemed an "investment company," and that
you may be
       deemed to be subject to the Investment Company Act if you do not invest
the proceeds as
       described. Please clarify that notwithstanding an investment of proceeds
in government
       securities, you could nevertheless be considered to be operating as an
unregistered
       investment company. Where you disclose the risk that you may be
considered to be
       operating as an unregistered investment company, please also confirm
that if your facts
FirstName LastNameJames A. Graf
       and circumstances change over time, you will update your disclosure to
reflect how those
Comapany    NameGraf
       changes  impact Global
                        the riskCorp.
                                 that you may be considered to be operating as
an unregistered
       investment
April 11, 2024 Page company.
                      2
FirstName LastName
 James A. Graf
FirstName
Graf GlobalLastNameJames  A. Graf
             Corp.
Comapany
April       NameGraf Global Corp.
       11, 2024
April 311, 2024 Page 3
Page
FirstName LastName
Risks Relating to our Securities, page 67

6.       We note your risk disclosure regarding the Inflation Reduction Act of
2022 and
         the possible federal excise tax imposed on redemptions. Please also
describe the risks of
         the excise tax applying to redemptions in connection with:
             liquidations that are not implemented to fall within the meaning
of    complete
              liquidation    in Section 331 of the Internal Revenue Code,
             extensions, depending on the timing of the extension relative to
when the SPAC
              completes a de-SPAC or liquidates, and
             de-SPACs, depending on the structure of the de-SPAC transaction.
Note 2. Summary of Significant Accounting Policies
Derivative Financial Instruments, page F-11

7.       It appears that you plan to account for the public and private
placement warrants as equity.
         Please provide us with your analysis under ASC 815-40 to support your
proposed
         accounting treatment for the warrants. As part of your analysis,
please specifically address
         the tender offer provision in section 4.4 of your warrant agreement
filed as exhibit 4.4 and
         explain whether you believe there are any instances where a cash
payment could be made
         to a warrant holder that was not in connection with a change of
control of the Company.
8.       Notwithstanding the comment above, please address whether there are
any terms or
         provisions in the warrant agreement that provide for potential changes
to the settlement
         amounts that are dependent upon the characteristics of the holder of
the private warrants,
         and if so, how you analyzed those provisions in accordance with the
guidance in ASC
         815-40. Your response should address, but not be limited to, your
disclosure on page F-12
         that "The Private Placement Warrants will be non-redeemable for cash
and exercisable on
         a cashless basis so long as they are held by the Sponsor or their
permitted transferees."
Exhibits

9.       We note your disclosure in the registration statement that the
exclusive forum provision
         will not apply to Exchange Act claims but will apply to Securities Act
claims arising out
         of the warrant agreement. The warrant agreement filed as Exhibit 4.4,
states that the
         provision will not apply to suits brought to enforce Exchange Act
claims but does not
         address whether this applies to Securities Act claims. Please confirm
whether these
         provisions will apply to Securities Act claims and please revise
exhibit 4.4 accordingly.
 James A. Graf
FirstName
Graf GlobalLastNameJames  A. Graf
             Corp.
Comapany
April       NameGraf Global Corp.
       11, 2024
April 411, 2024 Page 4
Page
FirstName LastName
       Please contact Peter McPhun at 202-551-3581 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with
any other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Real
Estate & Construction
cc:      Elliott Smith, Esq.