GTI files 8-K with Sale & Purchase Agreement and Press Release

Rhea-AI Filing Summary

Graphjet Technology filed an Form 8-K reporting a material event dated August 25, 2025. The filing lists a Sale and Purchase Agreement as Exhibit 10.01 and a company press release dated August 25, 2025 as Exhibit 99.1. The document is signed by Chris Lai, Chief Executive Officer. It also notes that certain exhibits and schedules were omitted under Item 601(a)(5) of Regulation S-K and that omitted materials will be furnished to the SEC upon request. The filing appears to provide a formal disclosure of a transaction through the included agreement and accompanying press release, but detailed terms of the agreement are not present in the excerpt.

Positive

• Sale and Purchase Agreement disclosed as Exhibit 10.01, indicating a material transaction has been formally filed
• Press release dated August 25, 2025 included as Exhibit 99.1, providing a public communication tied to the filing
• CEO signature (Chris Lai) is present, showing authorized company disclosure

Negative

• Certain exhibits and schedules were omitted under Item 601(a)(5), so key commercial terms may not be publicly visible
• Excerpt lacks the text of the Sale and Purchase Agreement, preventing assessment of financial magnitude or contractual obligations
• Limited content provided in the excerpt restricts immediate evaluation of investor impact

Insights

M&A Analyst

Filing confirms a disclosed transaction with supporting press release.

The inclusion of a Sale and Purchase Agreement (Exhibit 10.01) and a press release dated August 25, 2025 indicates a completed or announced transaction framework has been formally disclosed.

Key dependencies are the omitted exhibits and schedules, which may contain pricing, parties, or closing conditions; their absence limits assessment of financial impact. Investors should review the full Exhibit 10.01 and the press release for contract terms and any disclosed consideration.

Corporate Counsel

Omitted exhibits are available on request; procedural disclosure appears complied with.

The filing cites Item 601(a)(5) and states omitted exhibits will be furnished to the SEC on request, which is a standard approach when confidential schedules are excluded from public exhibits.

Material legal points to check in the furnished exhibits include any conditions precedent, indemnities, termination rights, and representations; these will determine near-term legal exposure and closing risk.

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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 19, 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 1.01 Entry into a Material Definitive Agreement.

On August 19, 2025, Graphjet Technology (the “Company”) entered into a Sale and Purchase Agreement (the “Agreement”) with Cosmo Esteem Sdn Bhd, a company incorporated in and under the laws of Malaysia (the “Vendor”) and Graphjet Technology Sdn Bhd, a wholly owned subsidiary of the Company (the “Purchaser”). Pursuant to the Agreement, the Purchaser will buy the property from which the Company currently operates from, which is owned by the Vendor. As payment for the property, the Vendor will receive 97,462,455 ordinary shares of the Company at a per share price of USD$ 0.074, to be issued to Tan Chin Teong.

As previously disclosed, the Company approved a consolidation of its issued and outstanding Class A ordinary shares at a ratio of 1-for-60 to be effective on August 25, 2025 (the “Share Consolidation”). After giving effect to the Share Consolidation, the Vendor shall receive 1,624,375 post-Share Consolidation Shares.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

On August 20, 2025, the Company received a written notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company has not yet filed its Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Form 10-Q”) with the U.S. Securities and Exchange Commission.

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 August 27, 2025, as Nasdaq will consider this deficiency in their decision regarding the Company’s continued listing on The Nasdaq Global Market. The Company has previously agreed with Nasdaq that it would regain compliance with Rule 5250(c)(1) before September 15, 2025.

The Company intends to file the Form 10-Q before September 15, 2025 to regain compliance with Nasdaq’s continued listing requirements.

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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
10.01		Sale and Purchase Agreement
99.1		Press Release dated August 25, 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: August 25, 2025	By:	/s/ Chris Lai
	Name:	Chris Lai
	Title:	Chief Executive Officer

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FAQ

What did Graphjet Technology (GTI) file in the 8-K on August 25, 2025?

GTI filed a Form 8-K disclosing a Sale and Purchase Agreement (Exhibit 10.01) and a press release dated August 25, 2025 (Exhibit 99.1).

Are the full exhibits available for review for GTI's 8-K?

Some exhibits and schedules were omitted under Item 601(a)(5) of Regulation S-K, but the company states it will furnish omitted materials to the SEC upon request.

Who signed the 8-K for Graphjet Technology (GTI)?

The filing is signed by Chris Lai, Chief Executive Officer.

Does the 8-K excerpt disclose financial terms of the transaction?

No. The excerpt names the Sale and Purchase Agreement but does not include contract terms or monetary amounts.

What exhibits are specifically listed in the filing?

Exhibit 10.01: Sale and Purchase Agreement; Exhibit 99.1: Press Release dated August 25, 2025; Exhibit 104: Inline XBRL cover page.