[8-K] GRAPHJET TECHNOLOGY Reports Material Event

Rhea-AI Filing Summary

Graphjet Technology announced a secured, non-recourse term loan with International Liquidity, LLC. The principal amount equals 65.00% of the fair market value of pledged collateral and is currently estimated at approximately $7 million. The loan carries a fixed 5.0% annual interest rate, paid quarterly beginning on the first banking day of the third month after closing, and matures five years after the initial closing.

The financing is secured by a pledge of 3,157,000 Company shares to be issued to the lender under a Master Pledge Agreement. Upon full repayment, the pledged shares will be returned to the Company. The agreements include customary representations, covenants, events of default, and indemnities, and were filed as exhibits.

Insights

Capital markets analyst

Non-recourse loan, ~$7,000,000 estimate, fixed 5.0% rate, shares pledged.

Graphjet entered a secured, non-recourse term loan sized at 65.00% of the pledged collateral’s fair value, currently estimated at approximately $7 million. A fixed 5.0% interest rate with quarterly payments provides cost visibility, while the non-recourse feature limits lender claims to the collateral.

The loan is collateralized by 3,157,000 shares issued to the lender, which are to be returned after full repayment. The structure includes customary covenants and default provisions. Key mechanics to watch are the start of quarterly installments on the first banking day of the third month following closing and the five-year maturity.

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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): October 16, 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 October 16, 2025, Graphjet Technology (the “Company”) entered into that certain Master Loan Agreement (the “Loan Agreement”) with International Liquidity, LLC (“Lender”) providing for a secured, non-recourse term loan (the “Liquidity Loan”) in a principal amount equal to 65.00% of the fair market value of the pledged collateral, currently estimated at approximately $7 million.

The outstanding principal balance of the Liquidity Loan bears a fixed interest rate at 5.0% per annum, payable in quarterly installments beginning on the first banking day of the third month following the closing and every third month thereafter. The Liquidity Loan matures five (5) years after the initial closing.

The Liquidity Loan is secured by a pledge of 3,157,000 shares of the Company (the “Pledged Shares”) to be issued to the Lender, as described in that certain Master Pledge Agreement (the “Pledge Agreement”) entered into by the Company and the Lender in connection with the Loan Agreement. Following the repayment in full of the Liquidity Loan, the Pledged Shares shall be returned to the Company.

The Loan Agreement and the Pledge Agreement contain representations, warranties, covenants, events of default and indemnities that are customary for loans of this type.

The foregoing descriptions of the Loan Agreement and the Pledge Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Loan Agreement and the Pledge Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

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.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
10.1		Master Loan Agreement
10.2		Master Pledge Agreement
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: October 17, 2025	By:	/s/ Chris Lai
	Name:	Chris Lai
	Title:	Chief Executive Officer

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FAQ

What financing did GTI (Graphjet Technology) announce?

A secured, non-recourse term loan with International Liquidity, LLC sized at 65.00% of pledged collateral, currently estimated at approximately $7 million.

What is the interest rate and payment schedule for GTI’s new loan?

A fixed 5.0% annual rate, with quarterly installments beginning on the first banking day of the third month after closing.

When does Graphjet’s loan mature?

It matures five years after the initial closing.

What collateral secures GTI’s loan?

A pledge of 3,157,000 shares of the Company issued to the lender under a Master Pledge Agreement.

What happens to the pledged shares after repayment?

Upon full repayment, the pledged shares are returned to the Company.

Were the loan documents made available?

Yes. The Master Loan Agreement and Master Pledge Agreement were filed as Exhibits 10.1 and 10.2.