[8-K] Graphjet Technology Reports Material Event

Rhea-AI Filing Summary

On 22 Jul 2025 Classover Holdings, Inc. filed this Form 8-K/A to correct its 21 Jul 2025 report and add new disclosures. The company replaces an erroneously filed exhibit with the proper Equity Purchase Facility Agreement (EPFA) signed 30 Apr 2025 with Solana Strategic Holdings LLC, which allows Classover to sell up to $400 million in Class B shares. A 21 Jul 2025 amendment to the EPFA removes earlier restrictions on using sale proceeds to buy Solana tokens, giving management broader discretion but tying capital deployment more tightly to crypto-asset prices.

The filing also includes a waiver to the 6 Jun 2025 Registration Rights Agreement with Solana Growth Ventures LLC, extending the SEC registration filing deadline to 75 days (from 45) and the effectiveness deadline to 150 days (from 135). This eases near-term compliance pressure but delays potential resale liquidity for noteholders.

Under Item 7.01, Classover furnished a press release announcing the launch of its “KIDZ by Everstake” Solana validator node, further illustrating the company’s strategic push into the Solana ecosystem. No earnings or balance-sheet data are provided.

Investor focus: enlarged share-issuance capacity, possible dilution, and increased exposure to crypto-market volatility following the relaxation of use-of-proceeds limits.

Positive

• $400 million Equity Purchase Facility provides significant on-demand capital.
• Amendment grants management greater flexibility in deploying proceeds for strategic Solana initiatives.
• Registration Rights waiver avoids near-term covenant breach and offers additional compliance time.
• Launch of “KIDZ by Everstake” validator node strengthens presence within the Solana ecosystem.

Negative

• Share issuances under the EPFA could be highly dilutive to existing holders.
• Removal of spending limits increases exposure to Solana token price volatility.
• Filing correction highlights prior disclosure oversight, hinting at governance lapses.
• Extended registration deadlines delay liquidity for noteholders, potentially raising cost of capital.

Insights

Financial Analyst

TL;DR: Capital access intact; broader token use raises dilution & risk, net impact neutral.

The $400 million EPFA remains a sizeable backstop for future funding, and eliminating the token-purchasing cap provides the company with maximum flexibility to pursue its Solana-centric business model. However, equity issuances at market prices may be dilutive, and success now depends on crypto-market conditions rather than purely operational milestones. The waiver on registration deadlines prevents a default but postpones tradability of underlying securities. Overall, the amendments balance financing needs with higher volatility, yielding a neutral fundamental effect for most equity investors.

Crypto Risk Specialist

TL;DR: Deeper Solana linkage boosts strategic fit yet amplifies token-price exposure—risk outweighs benefit.

By lifting spending limits on Solana token purchases, management signals a commitment to integrate blockchain incentives into its platform. While this can drive ecosystem alignment, shareholders now face greater balance-sheet sensitivity to a single digital asset. The validator-node launch adds operational credibility but is unlikely to offset systemic crypto volatility. In the absence of hedging disclosures or revenue forecasts, the amendments tilt the risk-reward profile negatively for conservative investors.

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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): July 21, 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. ☐

Item 8.01 Other Events.

On July 21, 2025, Graphjet Technology (the “Company”) issued a press release announcing that the Company is currently expecting the arrival of new equipment and machinery purchased by the Company as part of its expansion plans. The Company has indicated that the new equipment has better specifications, including the production of approximately 7 times more than the existing equipment, which will improve the quantity, as well as the quality, of the graphite produced by the Company.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
99.1		Press Release dated July 21, 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: July 21, 2025	By:	/s/ Chris Lai
	Name:	Chris Lai
	Title:	Chief Executive Officer

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FAQ

What is the size of Classover's equity purchase facility (KIDZ)?

The EPFA allows issuance of up to $400 million in Class B common stock to Solana Strategic Holdings LLC.

How did the EPFA amendment change use-of-proceeds restrictions?

The 21 Jul 2025 amendment removed limits on using EPFA proceeds to purchase Solana tokens.

Were the registration deadlines under the June 6, 2025 agreement extended?

Yes. Filing deadline moved to 75 days post-closing (from 45) and effectiveness deadline to 150 days (from 135).

Does the 8-K/A include any financial statements or earnings data?

No. The filing focuses on contractual amendments and contains no earnings or balance-sheet figures.

What new product was announced in the related press release?

Classover launched the “KIDZ by Everstake” branded validator node on the Solana network.