Graphjet Faces Nasdaq Deadline as IP Accounting Problems Force Financial Review

Rhea-AI Filing Summary

Graphjet Technology (GTI) announced two significant developments in this 8-K filing:

Financial Restatement: The company will restate its FY2023 financial statements due to an accounting policy change regarding intellectual property valuation. The restatement relates to the treatment of IP assigned by former Chief Science Officer Mr. Liu. Previously recorded as a third-party acquisition, the IP will now be valued at development cost per ASC 850-10-20, as Mr. Liu is considered key personnel.

Audit Committee Changes: The Board appointed two new members to the Audit Committee:

• Chen Siow Woon and Ang Chee Yong join Tan Song Jie (Audit Committee Chair)
• New appointees receive RM 2,500 monthly compensation

The company expects to file its FY2024 Annual Report before the Nasdaq hearing scheduled for July 17, 2025. Kreit & Chiu CPA, LLP, the current auditor, will conduct both the restatement and FY2024 audit.

Positive

• None.

Negative

• Company announces restatement of 2023 financial statements due to accounting policy changes regarding intellectual property valuation
• Financial restatement relates to material misclassification of intellectual property transaction with former Chief Science Officer Mr. Liu
• Company faces Nasdaq listing qualification hearing on July 17, 2025, indicating potential listing compliance issues

Insights

Financial Reporting Specialist

Graphjet's financial restatement signals accounting policy changes for intellectual property valuation and reveals Nasdaq compliance challenges.

This 8-K discloses a material accounting change requiring Graphjet Technology to restate its 2023 financial statements. The company is revising how it accounted for intellectual property obtained from its former Chief Science Officer. Originally, Graphjet treated this IP transfer as a third-party acquisition, valuing it based on the cost of shares issued to Mr. Liu. Upon review, the company determined Mr. Liu should have been treated as key personnel, requiring the IP to be valued at his development cost per ASC 850-10-20 (related-party transaction accounting).

This accounting policy shift represents a fundamental change in how a likely significant asset is valued on Graphjet's balance sheet. The company has engaged a new accounting firm, Kreit & Chiu CPA, to both re-audit the 2023 statements and complete the 2024 audit. The filing references a Nasdaq hearing on July 17, 2025, indicating regulatory pressure, though Graphjet expects to file its 2024 Annual Report before this date. Financial restatements typically signal deficiencies in financial reporting controls and can impact investor confidence in management's financial representations.

Corporate Governance Analyst

The filing reveals significant governance changes amid financial reporting issues. Graphjet has restructured its Audit Committee with two new appointments (Chen Siow Woon and Ang Chee Yong) joining recently appointed Chair Tan Song Jie. This complete refresh of the committee responsible for financial oversight coincides with the announced restatement, suggesting a response to identified accounting concerns.

The timing is notable - these governance changes are occurring while the company faces a Nasdaq hearing in July 2025, indicating potential listing compliance issues. The filing specifies each Audit Committee member receives RM 2,500 monthly (Malaysian Ringgit) for board service.

The restructuring of financial oversight during an accounting restatement represents appropriate governance responsiveness, though investors should note the comprehensive nature of these changes. The concurrent restatement of financials, change of auditors, and Audit Committee refresh point to a systemic review of financial governance that often follows the discovery of material reporting issues.

8-K Event Classification

3 items: 4.02, 5.02, 9.01

3 items

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report Governance

Previously issued financial statements should no longer be relied upon due to errors or restatements.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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 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: +60 018 272 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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Graphjet Technology (the “Company”) has announced that due to the changes to the Company’s accounting policy it was decided that the financial statements for the year ended September 30, 2023, which had been previously audited by Adeptus Partners LLC, will be re-audited and restated (the “Restatement of the 2023 Financial Statements”) by Kreit & Chiu CPA, LLP, the Company’s current accounting firm, who is performing the audit of the Company’s financial statements for the year ended September 30, 2024.

The change was a result of a re-evaluation of the relationship between Mr. Liu, the Company’s former Chief Science Officer at the time of the assignment of certain intellectual property to the Company. The Company had previously treated the assignment as an acquisition between third parties and accounted for the intellectual property as a purchase and valued the intellectual property as the cost of the shares issued to Mr. Liu. In retrospect, the Company believes Mr. Liu should have been treated as a key personnel and thus the intellectual property should have been valued at the cost incurred by Mr. Liu to develop such intellectual property in accordance with ASC 850-10-20.

Despite the Restatement of the 2023 Financial Statements, the Company believes that it will be in a position to file its Annual Report on Form 10-K for the year ended September 2024 prior to the hearing on July 17, 2025, granted by the Listing Qualifications Department of The Nasdaq Stock Market LLC, as previously disclosed.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 11, 2025, the Company announced that the Company’s Board of Directors (the “Board”) has appointed directors Chen Siow Woon and Ang Chee Yong (the “Audit Committee Appointees”, each an “Audit Committee Appointee”) to the Company’s Audit Committee to join Tan Song Jie, who, as disclosed on Form 8-K filed on March 26, 2025, was appointed as the Audit Committee Chair.

There is no arrangement or understanding between an Audit Committee Appointee and any other persons pursuant to such an Audit Committee Appointee was selected as a member of the Company’s Audit Committee. There are no transactions in which an Audit Committee Appointee has an interest requiring disclosure under to Item 404(a) of Regulation S-K. As previously disclosed, for their services as members of the Board only, each Audit Committee Appointee entered into the Company’s customary indemnification agreement for non-employee directors and receives RM 2,500 per month.

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.

1

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 23, 2025	By:	/s/ Chris Lai
	Name:	Chris Lai
	Title:	Chief Executive Officer

2

FAQ

Why is GTI restating its 2023 financial statements?

GTI is restating its 2023 financial statements due to a change in accounting policy regarding the treatment of intellectual property assigned by former Chief Science Officer Mr. Liu. The company previously treated this as a third-party acquisition, but now believes Mr. Liu should have been treated as key personnel, requiring the IP to be valued at its development cost per ASC 850-10-20 rather than the value of shares issued.

Who is GTI's new auditor for the 2023 financial restatement?

Kreit & Chiu CPA, LLP will be conducting the re-audit and restatement of GTI's 2023 financial statements. They are also the company's current accounting firm performing the audit for fiscal year 2024, replacing previous auditor Adeptus Partners LLC.

Who are the new members of GTI's Audit Committee as of April 2025?

GTI appointed Chen Siow Woon and Ang Chee Yong to its Audit Committee on April 11, 2025. They join Tan Song Jie, who was previously appointed as Audit Committee Chair in March 2025. Each non-employee director receives RM 2,500 per month for their board services.

Will GTI meet Nasdaq's listing requirements deadline?

GTI believes it will be able to file its Annual Report for the year ended September 2024 before the Nasdaq hearing scheduled for July 17, 2025, despite the ongoing restatement of 2023 financial statements.

What compensation do GTI's new Audit Committee members receive?

GTI's new Audit Committee members receive RM 2,500 per month for their services as board members. They have also entered into the company's standard indemnification agreement for non-employee directors.