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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.
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. |
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 |
