Nasdaq warns Graphjet (GTI) over $50M market value shortfall

Rhea-AI Filing Summary

Graphjet Technology filed an amended report to correct the specific Nasdaq listing rule cited in an earlier disclosure, clarifying that the issue relates to the required minimum market value of its listed securities.

Nasdaq notified the company that it failed to meet Nasdaq Listing Rule 5450(b)(2)(A), which requires a minimum market value of listed securities of $50,000,000 for 30 consecutive trading days by September 1, 2025. This notice does not immediately affect the trading of Graphjet’s ordinary shares on The Nasdaq Global Market, but Nasdaq will consider the deficiency when deciding whether the shares can remain listed. Graphjet must submit its written views to Nasdaq by September 9, 2025 and has already agreed to update Nasdaq on its fundraising plans on or before September 30, 2025.

Positive

• None.

Negative

• Nasdaq has notified Graphjet that it failed to meet the $50,000,000 minimum market value of listed securities requirement, placing its Nasdaq Global Market listing under review.

Insights

Equity markets and listing standards analyst

Graphjet now faces a formal Nasdaq review after missing a key $50M market value requirement.

Graphjet Technology disclosed that Nasdaq has issued a notice because the company did not regain compliance with Listing Rule 5450(b)(2)(A). That rule requires a minimum market value of listed securities of $50,000,000 maintained for 30 consecutive trading days, which Graphjet failed to achieve by September 1, 2025. The amended filing simply corrects the rule description but confirms the underlying deficiency.

The notice leaves Graphjet’s shares still trading on The Nasdaq Global Market for now, but Nasdaq will factor this shortfall into its decision on the company’s continued listing. Graphjet must present its views in writing to Nasdaq by September 9, 2025, and it previously committed to provide an update on its fundraising plans on or before September 30, 2025. The company also highlights broader risks around capital needs, commercialization progress, and its ability to return to and maintain compliance with Nasdaq’s continued listing standards.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 2, 2025

Graphjet Technology

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41070		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

Lot 3895, Lorong 6D, Kampung Baru Subang

Seksyen U6, 40150 Shah Alam

Selangor, Malaysia

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +60 019 850 0895

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share		GTI		The Nasdaq Stock Market LLC

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 ☒

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. ☐

Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K (this “Amendment”) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 5, 2025 (the “Original Report”) is being filed solely to correct a reference to the applicable Nasdaq listing standard. The Original Report stated that the Company was required to comply with Nasdaq Listing Rule 5450(b)(2)(A) relating to the minimum market value of publicly held shares. The correct reference is to Nasdaq Listing Rule 5450(b)(2)(A) relating to the minimum market value of listed securities.

Except as set forth herein, this Amendment does not modify or update any other disclosures in the Original Report and does not reflect events occurring after the date of the Original Report.

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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 2, 2025, the Company received a written notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that because the Company did not regain compliance with Nasdaq Listing Rule 5450(b)(2)(A), requiring that the Company maintain a minimum market value of its listed securities of $50,000,000 for 30 consecutive trading days, by September 1, 2025, Nasdaq will consider this deficiency in their decision regarding the Company’s continued listing on The Nasdaq Global Market.

The Notice has no immediate effect on the listing of the Company’s ordinary shares on The Nasdaq Global Market. However, Nasdaq has requested the Company to present its views with respect to this Notice to Nasdaq in writing no later than September 9, 2025. The Company has previously agreed with Nasdaq that it would provide Nasdaq with an update regarding the Company’s fundraising plans on or before September 30, 2025.

Cautionary Statement Regarding Forward-Looking Statements

The information in this Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “aim,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) changes in the markets in which the Company competes, including with respect to its competitive landscape, technology evolution or regulatory changes; (ii) the risk that the Company will need to raise additional capital to execute its business plans, which may not be available on acceptable terms or at all; (iii) The Company is beginning the commercialization of its technology and it may not have an accurate estimate of future capital expenditures and future revenue; (iv) statements regarding the Company’s industry and market size; (v) financial condition and performance of the Company, including the anticipated benefits, the implied enterprise value, the financial condition, liquidity, results of operations, the products, the expected future performance and market opportunities of the Company; (vi) The Company’s ability to develop and manufacture its graphene and graphite products; (vii) The Company’s ability to return to and maintain compliance with Nasdaq continued listing standards; and (viii) those factors discussed in our filings with the SEC. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the documents to be filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward- looking statements, and while the Company may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law. The Company does not give any assurance that it will achieve its expectations.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish a copy any of the omitted exhibits or schedules upon request by the SEC.

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SIGNATURES

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.

	GRAPHJET TECHNOLOGY
Date: September 30, 2025	By:	/s/ Chris Lai
	Name:	Chris Lai
	Title:	Chief Executive Officer

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FAQ

What did Graphjet Technology (GTI) disclose in this amended 8-K?

Graphjet Technology filed an amended report to correct the reference to the applicable Nasdaq rule and reiterated that it received a Nasdaq notice after failing to meet the minimum market value of listed securities required for continued listing on The Nasdaq Global Market.

Which Nasdaq listing rule is Graphjet Technology currently not satisfying?

Graphjet is not in compliance with Nasdaq Listing Rule 5450(b)(2)(A), which requires the company to maintain a minimum market value of its listed securities of $50,000,000 for 30 consecutive trading days.

Does the Nasdaq notice immediately affect GTI’s listing status?

No. The notice has no immediate effect on the listing of Graphjet’s ordinary shares on The Nasdaq Global Market, but Nasdaq will consider the deficiency when deciding on the company’s continued listing.

What deadlines did Nasdaq set for Graphjet Technology in connection with this notice?

Graphjet must present its views on the notice to Nasdaq in writing by September 9, 2025, and it has previously agreed to provide Nasdaq with an update on its fundraising plans on or before September 30, 2025.

Why is fundraising mentioned in Graphjet Technology’s disclosure?

The company states it has agreed to update Nasdaq on its fundraising plans by September 30, 2025, linking its capital-raising efforts to its broader ability to address financial needs and support compliance with Nasdaq listing standards.

What broader risks does Graphjet highlight alongside the Nasdaq listing issue?

Graphjet cites risks including the need to raise additional capital, uncertainties around commercialization of its graphene and graphite products, its financial condition and performance, and its ability to return to and maintain compliance with Nasdaq continued listing standards.