GTI Board Makes Surprise U-Turn on Share Restructuring Plan

Rhea-AI Filing Summary

Graphjet Technology (NASDAQ:GTI) filed an 8-K announcing the cancellation of its previously planned reverse share split. The company's board of directors has reconsidered and decided not to proceed with the Extraordinary General Meeting for which a preliminary proxy statement was filed on June 24, 2025. As a result, no definitive proxy statement will be filed, and the Extraordinary General Meeting has been cancelled. The filing indicates a significant shift in the company's capital structure strategy.

Positive

• Maintains current shareholder voting rights and share structure
• Quick response to potential shareholder concerns about reverse split

Negative

• Abrupt cancellation of corporate action without alternative plan
• Uncertainty regarding underlying issues that prompted initial reverse split consideration
• Lack of transparency about reasons for the reversal

Insights

Corporate Governance Expert

Board's reversal of reverse split decision suggests potential alternative strategies for addressing share price or listing requirements.

The sudden cancellation of the reverse stock split initiative raises important governance considerations. The rapid turnaround - just one day after filing the preliminary proxy - indicates either new information came to light or significant shareholder feedback was received. This decision preserves the current shareholding structure but leaves open questions about how the company plans to address any underlying issues that initially prompted the reverse split consideration. The lack of alternative plans or explanations in the filing creates uncertainty around the company's strategic direction.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): June 25, 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 June 25, 2025, the board of directors of Graphjet Technology (the “Company”) announced that it had reconsidered its decision to implement a reverse share split of the Company’s Class A ordinary shares and has therefore determined not to proceed with Extraordinary General Meeting for which a preliminary proxy statement was filed on June 24, 2025. As a result, no definitive proxy statement will be filed, and no Extraordinary General Meeting will be scheduled at this time.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
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: June 25, 2025	By:	/s/ Chris Lai
	Name:	Chris Lai
	Title:	Chief Executive Officer

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FAQ

Why did GTI cancel its planned reverse stock split?

The filing states that the board of directors reconsidered its decision to implement a reverse share split but does not provide specific reasons for the cancellation.

What happens to GTI's Extraordinary General Meeting?

The Extraordinary General Meeting has been cancelled and will not be scheduled at this time. No definitive proxy statement will be filed.

When did GTI initially file for the reverse split?

GTI filed a preliminary proxy statement for the reverse split on June 24, 2025, just one day before cancelling the action.

What alternative plans has GTI announced?

The filing does not disclose any alternative plans or strategies following the cancellation of the reverse stock split.