Nasdaq warns Graphjet Technology (GTI) after missing $50M market value test

Rhea-AI Filing Summary

Graphjet Technology received a written notice from Nasdaq on September 2, 2025 stating that the company did not regain compliance with Nasdaq Listing Rule 5450(b)(2)(A), which requires a minimum market value of publicly held shares of $50,000,000 for 30 consecutive trading days by September 1, 2025. This deficiency will be considered in Nasdaq’s decision on whether Graphjet’s Class A ordinary shares remain listed on The Nasdaq Global Market.

The notice does not immediately affect the trading of the company’s shares, which continue to be listed. Nasdaq has asked Graphjet to submit its views on the notice in writing by September 9, 2025, and the company has previously agreed to provide Nasdaq with an update on its fundraising plans on or before September 30, 2025. The company also highlights various business and financing risks in its forward-looking statements disclaimer, including its need for additional capital and its ability to return to and maintain compliance with Nasdaq listing standards.

Positive

• None.

Negative

• Nasdaq compliance failure and listing risk: The company did not meet the $50,000,000 minimum market value of publicly held shares for 30 consecutive trading days under Nasdaq Listing Rule 5450(b)(2)(A), and Nasdaq will consider this deficiency in deciding whether its shares can remain on The Nasdaq Global Market.

Insights

Equity market structure analyst

Nasdaq noncompliance raises listing risk for Graphjet shares.

Graphjet Technology has been notified by Nasdaq that it failed to meet Listing Rule 5450(b)(2)(A), which requires a market value of publicly held shares of at least $50,000,000 for 30 consecutive trading days by September 1, 2025. This places its Nasdaq Global Market listing under review, although the notice states there is no immediate impact on trading status.

The company must submit its written views to Nasdaq by September 9, 2025, and has already agreed to provide an update on fundraising plans on or before September 30, 2025. These steps indicate Nasdaq will evaluate both current market metrics and the company’s capital-raising plans when considering continued listing.

If Graphjet cannot demonstrate a credible path to regaining compliance or improving its market value, potential outcomes could include transfer to another Nasdaq tier or delisting, depending on Nasdaq’s rules and decisions. Subsequent disclosures about fundraising progress and any Nasdaq determinations will be important in understanding how this listing risk evolves.

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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): 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: +60 016 310 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. ☐

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 publicly held shares 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
99.1		Press Release dated September 5, 2025
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 5, 2025	By:	/s/ Chris Lai
	Name:	Chris Lai
	Title:	Chief Executive Officer

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FAQ

What Nasdaq rule did Graphjet Technology (GTI) fail to satisfy?

Graphjet Technology did not regain compliance with Nasdaq Listing Rule 5450(b)(2)(A), which requires a minimum market value of publicly held shares of $50,000,000 for 30 consecutive trading days.

Does the Nasdaq notice immediately affect Graphjet Technologys listing?

No. The notice states it has no immediate effect on the listing of Graphjet Technologys ordinary shares, which continue to trade on The Nasdaq Global Market while Nasdaq reviews the deficiency.

What deadlines did Nasdaq give Graphjet Technology (GTI) in connection with the notice?

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

Why is Graphjet Technologys fundraising mentioned in the Nasdaq context?

The company has agreed to give Nasdaq an update on its fundraising plans by September 30, 2025, indicating that its capital-raising efforts may be relevant to Nasdaqs review of its continued listing status.

What ongoing risks does Graphjet Technology highlight in its forward-looking statements?

Graphjet Technology cites risks such as the need to raise additional capital, uncertainty around future capital expenditures and revenue as it begins commercialization, its ability to develop and manufacture graphene and graphite products, and its ability to return to and maintain compliance with Nasdaq continued listing standards.

What securities of Graphjet Technology are listed on Nasdaq and under what symbol?

Graphjet Technologys Class A ordinary shares, par value $0.0001 per share, are listed on The Nasdaq Stock Market LLC under the trading symbol GTI.