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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):
July 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: +60 018 272 7799
(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 originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 23, 2025 (the “Original
Report”) is being filed solely to clarify, in response to a comment from the SEC’s staff, that the disclosure contained
in the Original Report was made pursuant to Item 4.02(a) of Form 8-K.
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.
Item 4.02(a) Non-Reliance on Previously Issued
Financial Statements or a Related Audit Report or Completed Interim Review
Graphjet Technology (the “Company”)
has announced that due to the changes to the Company’s accounting policy, the Company’s board of directors (the “Board”)
concluded that the financial statements for the year ended September 30, 2023, which had been previously audited by Adeptus Partners LLC,
should no longer be relied on, and such financials have been re-audited and restated (the “Restatement of the 2023 Financial
Statements”) by Kreit & Chiu CPA, LLP, the Company’s current accounting firm, who performed the audit of the Company’s
financial statements for the year ended September 30, 2024.
The change was a result of a re-evaluation of
the relationship between Mr. Liu, the Company’s former Chief Science Officer at the time of the assignment of certain intellectual
property to the Company. The Company had previously treated the assignment as an acquisition between third parties and accounted for the
intellectual property as a purchase and valued the intellectual property as the cost of the shares issued to Mr. Liu. In retrospect, the
Company believes Mr. Liu should have been treated as a key personnel and thus the intellectual property should have been valued at the
cost incurred by Mr. Liu to develop such intellectual property in accordance with ASC 850-10-20.
Despite the Restatement of the 2023 Financial
Statements, the Company believes that it will be in a position to file its Annual Report on Form 10-K for the year ended September 2024
prior to the hearing on July 17, 2025, granted by the Listing Qualifications Department of The Nasdaq Stock Market LLC, as previously
disclosed.
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. |
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: July 14, 2025 |
By: |
/s/ Chris Lai |
| |
Name: |
Chris Lai |
| |
Title: |
Chief Executive Officer |
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