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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):
August 11, 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 3.03. Material Modification to Rights
of Security Holders.
The information set forth under Item 5.03 of this
Current Report on Form 8-K is incorporated herein by reference.
On August 11, 2025, the Company’s board
of directors determined that the Share Consolidation will become effective as of 12:01 a.m. Eastern Time on August 25, 2025 (the “Effective
Date”). The Company’s ordinary shares are expected to begin trading on a split-adjusted basis on The Nasdaq Global Market
under the Company’s existing trading symbol “GTI”, at the open of trading on August 25, 2025. The new CUSIP number for
the ordinary shares following the Share Consolidation will be G30449139.
Upon effectiveness of the Share Consolidation,
every 60 ordinary shares issued and outstanding will automatically be combined into one ordinary share. The Share Consolidation will not
affect any shareholder’s percentage ownership, except for adjustments that may result from the treatment of fractional shares.
No fractional shares will be issued in connection
with the Share Consolidation. Instead, any fractional share that would otherwise result from the Share Consolidation will be rounded up
to the nearest whole share.
The Company’s transfer agent, Continental
Stock Transfer & Trust Company, will act as exchange agent for the Share Consolidation. Shareholders holding their shares electronically
in book-entry form or through a bank, broker, or other nominee will have their positions automatically adjusted to reflect the Share Consolidation,
subject to the treatment of fractional shares.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On August 13, 2025, Graphjet Technology (the
“Company”) filed with the Cayman Islands General Registry its Amended and Restated Memorandum and Articles of
Association (the “A&R M&A”) to effect the share consolidation of the Company’s issued and
outstanding at a ratio of 1-for-60 and to reduce the par value of the Company’s ordinary shares from $0.0001 per share to
$0.006 per share (the “Share Consolidation”). The Share Consolidation was previously approved by the
Company’s shareholders at the extraordinary general meeting of shareholders held on August 7, 2025.
A copy of the A&R M&A is filed as Exhibit
3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 15, 2025, the Company issued a press
release announcing the determination of the Effective Date of the Share Consolidation and related details. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 and in Exhibit
99.1 attached hereto is furnished pursuant to the rules and regulations of the SEC and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such a filing.
Item 8.01. Other Events
The Company will announce the effectiveness of
the Share Consolidation in a subsequent Current Report on Form 8-K once the Effective Date occurs.
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 |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association |
| 99.1 |
|
Press Release, dated August 15, 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 15, 2025 |
By: |
/s/ Chris Lai |
| |
Name: |
Chris Lai |
| |
Title: |
Chief Executive Officer |
