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                              June 13, 2024

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

                                                        Re: Graf Global Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed May 31, 2024
                                                            File No. 333-279889

       Dear James A. Graf:

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

              Please respond to this letter by amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-1 Filed May 31, 2024

       Cover page

   1.                                                   We note your response
to prior comment 2; however, you continue to state that you may
                                                        release funds from the
trust earlier than the completion of the business combination. As
                                                        requested, please tell
us how the release of proceeds from the trust earlier than completion
                                                        of the business
combination 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 . . . "
       Expressions of Interest, page 24

   2.                                                   We note disclosure on
the cover page that the non-managing sponsor investors have
                                                        expressed an interest
in indirectly purchasing private placement warrants through the
                                                        sponsor, as well as
disclosure on page 25 that these investors will have no right to control
                                                        the sponsor or vote or
dispose of the founder shares or private placement warrants. Please
                                                        also clarify whether or
not the non-managing sponsor investors will have any right to
 James A. Graf
Graf Global Corp.
June 13, 2024
Page 2
       exercise the private placement warrants. In addition, we note your
statement that these
       investors are under no obligation to vote in favor of a business
combination. Please revise
       to address whether the investors' interests in the founder shares and
private placement
       warrants may incentivize them to vote in favor of a business
combination.
If we are deemed to be an investment company under the Investment Company Act .
.. ., page 51

3.     We note your response to prior comment 5 that notwithstanding the
limitations on your
       activities as described, you may be considered to be operating as an
unregistered
       investment company. Please further revise your disclosure to clarify
that notwithstanding
       your investment of the proceeds of the offering in the securities
described in the risk
       factor, you may be considered to be operating as an unregistered
investment company.
Principal Shareholders
Expressions of Interest, page 138

4.     You disclose that the non-managing sponsor investors have expressed an
interest in
       purchasing up to an aggregate of approximately $227,029,508 of the units
in this offering
       at the offering price (assuming the exercise in full of the
underwriters' over-allotment
       option). Please state the number of non-managing sponsor investors who
have expressed
       an interest in purchasing shares in the offering, and address whether
the limited number of
       public investors would impact the company   s listing eligibility.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       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,
FirstName LastNameJames A. Graf
                                                            Division of
Corporation Finance
Comapany NameGraf Global Corp.
                                                            Office of Real
Estate & Construction
June 13, 2024 Page 2
cc:       Elliott Smith, Esq.
FirstName LastName