Nasdaq upholds Graphjet Technology (GTI) delisting over market value shortfalls

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Graphjet Technology reported that Nasdaq’s Listing and Hearing Review Council has affirmed an earlier decision to delist the company’s securities from The Nasdaq Stock Market. The delisting, based on deficiencies in market value standards under Nasdaq Listing Rules 5450(b)(2) and 5450(b)(3)(C), became effective on November 13, 2025.

The company had appealed the initial November 11, 2025 Panel decision and proposed a new compliance plan focused on Nasdaq’s equity standard, which requires at least $10 million in stockholders’ equity and a market value of publicly held shares of at least $5 million. After reviewing the record, the Listing Council denied this appeal on February 24, 2026.

Positive

None.

Negative

Nasdaq delisting affirmed: Nasdaq’s Listing and Hearing Review Council upheld the earlier decision to delist Graphjet Technology’s securities, confirming they no longer meet required market value listing standards and leaving the company without a Nasdaq listing.

Insights

Nasdaq has upheld the delisting of Graphjet Technology over market value deficiencies.

The decision confirms that Graphjet Technology no longer meets Nasdaq’s continued listing standards tied to market value of listed securities and market value of publicly held shares. Nasdaq had already made the delisting effective on November 13, 2025, removing the securities from that exchange.

The company attempted to regain compliance by shifting to the equity standard under Rule 5450(b)(1), which requires stockholders’ equity of at least $10 million and a market value of publicly held shares of at least $5 million. The Listing Council’s February 24, 2026 decision to affirm the earlier Panel ruling indicates that this plan was not sufficient under Nasdaq’s rules.

This outcome leaves the company without a Nasdaq listing, which can affect trading liquidity and visibility. Future disclosures in company filings may describe any alternative trading venues or strategic responses the company pursues following this affirmed delisting.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

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 →

03/02/2026 - 04:30 PM

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): February 24, 2026

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: None

*Registrant was suspended from trading on Nasdaq on November 13, 2025.

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 24, 2026, Graphjet Technology, a Cayman Islands exempted company (the “Company”), received the decision of the Nasdaq Listing and Hearing Review Council (the “Listing Council”) affirming the decision of the Nasdaq Hearings Panel (the “Panel”) to delist the Company’s securities from The Nasdaq Stock Market LLC (“Nasdaq”).

As previously disclosed, on November 11, 2025, the Panel determined to delist the Company’s Class A ordinary shares from Nasdaq due to deficiencies under Nasdaq Listing Rules 5450(b)(2) (market value of listed securities) and 5450(b)(3)(C) (market value of publicly held shares). The delisting became effective on November 13, 2025. On November 25, 2025, the Company timely appealed the Panel’s decision to the Listing Counsel pursuant to Nasdaq Listing Rule 5820 (Docket No. NQ 7187N-25), and Nasdaq acknowledged the appeal on November 26, 2025. In its appeal, the Company proposed a new compliance plan centered on the equity standard under Nasdaq Listing Rule 5450(b)(1), which requires stockholders’ equity of at least $10 million and a market value of publicly held shares of at least $5 million.

On February 24, 2026, after reviewing the entire record, the Listing Council affirmed the Panel’s delisting decision.

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.

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: March 2, 2026	By:	/s/ Chris Lai
	Name:	Chris Lai
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Graphjet Technology (GTI) announce about its Nasdaq listing?

Graphjet Technology announced that Nasdaq’s Listing and Hearing Review Council affirmed a prior decision to delist its securities. The delisting was based on failures to meet Nasdaq market value listing standards and had already become effective on 13 November 2025.

Why were Graphjet Technology (GTI) shares delisted from Nasdaq?

Graphjet Technology’s shares were delisted because they did not satisfy Nasdaq Listing Rules 5450(b)(2) and 5450(b)(3)(C), which relate to market value of listed securities and market value of publicly held shares. Nasdaq determined these deficiencies warranted removal from the exchange.

When did Graphjet Technology’s Nasdaq delisting become effective?

The delisting of Graphjet Technology’s Class A ordinary shares from Nasdaq became effective on 13 November 2025. This followed a November 11, 2025 decision by the Nasdaq Hearings Panel that the company no longer met required market value listing standards.

Did Graphjet Technology appeal the Nasdaq delisting decision?

Yes. Graphjet Technology appealed the Nasdaq Hearings Panel’s November 11, 2025 delisting decision to the Nasdaq Listing and Hearing Review Council. The appeal, filed on November 25, 2025, was ultimately denied when the Listing Council affirmed the delisting on February 24, 2026.

What compliance plan did Graphjet Technology propose to Nasdaq?

In its appeal, Graphjet Technology proposed a new compliance plan based on Nasdaq Listing Rule 5450(b)(1). That standard requires stockholders’ equity of at least $10 million and a market value of publicly held shares of at least $5 million, but the Listing Council still affirmed delisting.

What Nasdaq rules did Graphjet Technology fail to satisfy?

The company failed to satisfy Nasdaq Listing Rules 5450(b)(2) and 5450(b)(3)(C). These rules focus on minimum market value of listed securities and minimum market value of publicly held shares, benchmarks that must be maintained to remain listed on the Nasdaq Global Select Market.

Filing Exhibits & Attachments

3 documents