UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 21, 2022

Graf Acquisition Corp. IV

(Exact name of registrant as specified in its charter)

(346) 442-0819

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 21, 2022, Graf Acquisition Corp. IV (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders considered two proposals: (i) a proposal to approve the payment by the Company, directly or indirectly, of $16,667.00 per month base cash compensation to the Company’s full-time Chief Financial Officer (“CFO”), who is not a member of Graf Acquisition Partners IV LLC, the Company’s sponsor (“Sponsor”), plus any related taxes (including, without limitation, Medicare and social security), governmental payments and health care benefits, for services rendered to the Company as an employee, contractor or otherwise from May 6, 2022 (retroactive) through the Company’s closing of a Business Combination (the “Non-Sponsor CFO Compensation Proposal”), and (ii) a proposal to approve the payment by the Company, directly or indirectly, of up to $6,000.00 per month in aggregate for health care benefits to be provided to three of the Company’s full-time executive officers, the Chief Executive Officer, the Executive Vice President, General Counsel and Secretary and the Executive Vice President, Strategy, who are not otherwise receiving compensation from the Company, from the date of approval of this proposal through the Company’s closing of a business combination (the “Health Care Benefits Proposal”).

An aggregate of 17,684,117 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), which represents a quorum of the voting power of the Common Stock issued and outstanding and entitled to vote on the record date of November 18, 2022, were represented at the Special Meeting in person (which includes presence at the virtual meeting) or by proxy.

The results of the matters voted upon at the Special Meeting are set forth below:

Proposal No. 1 – Non-Sponsor CFO Compensation Proposal.

The Non-Sponsor CFO Compensation Proposal was approved, as follows:

Proposal No. 2 – Health Care Benefits Proposal.

The Health Care Benefits Proposal was approved, as follows:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 21, 2022