Commercial Production and Sales - Graphjet Technology plans to commence commercial production by the end of February 2026 after securing a production facility in Malaysia [218]. - The company has not yet started commercial sales but aims to sample products to multinational companies for market acceptance [217]. - The qualification process for Graphjet's products typically spans 12 to 18 months, involving comprehensive testing and compliance checks [238]. - The company is currently in its early commercialization phase and relies heavily on external funding to support operations, R&D, and compliance commitments [269]. Financial Performance - Revenues increased by approximately $92,776, or 100% for the year ended September 30, 2025, due to selling side products since June 2025 [293]. - Cost of revenues also increased by approximately $192,941, or 100% for the year ended September 30, 2025, consistent with the increase in product revenue [294]. - Gross loss was approximately $100,165 for the year ended September 30, 2025, primarily due to low productivity and discounted sales of side products [295]. - General and administrative expenses decreased by approximately $14.2 million, or 81.5%, from approximately $17.4 million for the year ended September 30, 2024, to approximately $3.2 million for the year ended September 30, 2025 [298]. - Net loss reduced by approximately $1.4 million, or 8%, from approximately $17.8 million for the year ended September 30, 2024, to approximately $16.4 million for the year ended September 30, 2025 [301]. - Net cash used in operating activities was $(2,119,350) for the year ended September 30, 2025, compared to $(3,026,529) in 2024 [309]. - The Company has an accumulated deficit of $42.2 million as of September 30, 2025 [305]. Funding and Investment - The company has funded its operations primarily through equity investments from current shareholders [217]. - The Company plans to pursue a diversified funding structure, including strategic partnerships and institutional investors, to support its growth plan [288]. - Net cash provided by financing activities for the year ended September 30, 2025 was approximately $2.3 million, mainly from proceeds of short-term loans with related-party of approximately $1.3 million and issuance of ordinary shares of $0.9 million [313]. - Net cash provided by financing activities for the year ended September 30, 2024 was approximately $4.7 million, primarily from proceeds of long-term debt with related-party of approximately $2.9 million and PIPE investment of $2.5 million [314]. Market and Industry Challenges - Graphite prices have declined approximately 20% for fine-flake graphite in the first ten months of 2024, with a 2.7% decrease in Q3 2025 due to subdued demand [226]. - The ongoing US-China trade tensions and China's ban on graphite exports pose significant risks to the company's supply chain and operational costs [232]. - The competitive landscape in the graphene and graphite industry remains fierce, driven by price, performance, and customer service factors [234]. - Stringent import and export regulations in key markets pose significant operational challenges, potentially delaying shipments and increasing costs [242]. - Geopolitical tensions and supply chain disruptions have led to operational halts among industry leaders, highlighting the fragility of current supply chains [249]. - The company faces significant uncertainty due to changing political landscapes and green energy policies, which can impact revenue projections and investment decisions [239]. Operational Efficiency and Technology - The company is positioned as a leader in cost efficiency, producing high-quality graphene and graphite at lower costs compared to conventional methods [214]. - Graphjet's proprietary manufacturing technology achieved up to an 83% reduction in carbon footprint and up to an 80% reduction in production costs [277]. - The company must invest significantly in eco-friendly technologies to comply with evolving environmental regulations, which can increase operating costs [240]. - The loss of key technical personnel could disrupt operations and delay project milestones, adversely affecting technology development efforts [270]. Stock and Market Status - Graphjet's Class A ordinary shares were suspended from trading on The Nasdaq Global Market and are now quoted on the OTC Pink Limited marketplace [307]. - The transition of Graphjet's common stocks to the OTC market has resulted in significantly lower trading liquidity, impacting the ability to raise capital for expansion plans [272]. Financial Reporting and Compliance - The company’s financial statements are prepared in accordance with U.S. GAAP, requiring estimates and judgments that affect reported amounts of assets, liabilities, revenues, and expenses [316]. - Long-lived assets are reviewed for impairment whenever events indicate that the carrying value may not be recoverable, based on undiscounted future cash flows [317]. - Fair value of financial instruments is measured based on a three-tier hierarchy, with Level 1 being the highest priority for observable inputs [319]. - Upon completion of the Business Combination, all of Graphjet's outstanding public and private warrants were replaced by the company's public and private warrants, treated as a warrant modification [323].

As filed with the Securities and Exchange Commission on December 22, 2025 Registration No. 333-290996 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Graphjet Technology (Exact name of registrant as specified in its charter) Cayman Islands 3620 N/A (State or other jurisdiction of incorporation or organization) (Primary standard industrial classification code number) (I.R.S. Employer Identification Num ...

As filed with the Securities and Exchange Commission on October 21, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Graphjet Technology (Exact name of registrant as specified in its charter) Cayman Islands 3620 N/A (State or other jurisdiction of incorporation or organization) (Primary standard industrial classification code number) (I.R.S. Employer Identification Number) Lot 3895, Lorong 6D, Kampung Baru Subang Se ...

[FORM 10-Q Quarterly Report](index=1&type=section&id=FORM%2010-Q) Graphjet Technology submitted its quarterly report for the period ended June 30, 2025, registered in the Cayman Islands, trading as GTI on Nasdaq - Graphjet Technology submitted its quarterly report for the period ended June 30, 2025, registered in the Cayman Islands, with stock ticker GTI, listed on The Nasdaq Stock Market[1](index=1&type=chunk)[2](index=2&type=chunk) | Metric | Details | | :--- | :--- | | **Company Name** | GRAPHJET TECHNOLOGY | | **Place of Registration** | Cayman Islands | | **Ticker Symbol** | GTI | | **Listing Exchange** | The Nasdaq Stock Market LLC | | **Reporting Period** | As of June 30, 2025 | | **Class A Common Stock Issued** | 3,210,062 shares (As of September 5, 2025) | | **SEC Filing Status** | All reports filed in the past 12 months, subject to filing requirements in the past 90 days (Yes) | | **Interactive Data File Submission** | All files submitted in the past 12 months (Yes) | | **Company Type** | Non-accelerated filer, Smaller reporting company, Emerging growth company | | **Shell Company** | No | [PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I-FINANCIAL%20INFORMATION) [Item 1. Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents the company's unaudited condensed consolidated financial statements for the periods ended June 30, 2025, and September 30, 2024, including balance sheets, statements of operations, comprehensive loss, changes in shareholders' equity (deficit), and cash flows, along with related notes, noting a restatement of prior period financials to correct accounting errors [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) | Metric | June 30, 2025 (Unaudited) | September 30, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $51,314 | $348,655 | | Total Current Assets | $402,413 | $577,773 | | Total Non-Current Assets | $1,488,608 | $1,593,662 | | **Total Assets** | **$1,891,021** | **$2,171,435** | | **Liabilities and Shareholders' Equity (Deficit)** | | | | Total Current Liabilities | $16,108,179 | $20,430,159 | | Total Non-Current Liabilities | $4,826,175 | $0 | | **Total Liabilities** | **$20,934,354** | **$20,430,159** | | Shareholders' Equity (Deficit) | $(19,043,333) | $(18,258,724) | | **Total Liabilities and Shareholders' Equity (Deficit)** | **$1,891,021** | **$2,171,435** | - As of June 30, 2025, the company's cash balance significantly decreased to **$51,314**, from **$348,655** on September 30, 2024, indicating liquidity pressure[8](index=8&type=chunk) - Total shareholders' deficit expanded further to **$(19,043,333)** as of June 30, 2025, from **$(18,258,724)** on September 30, 2024[8](index=8&type=chunk) [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 (Restated) | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 (Restated) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $49,316 | $0 | $49,316 | $0 | | Cost of Sales | $76,005 | $0 | $76,005 | $0 | | Gross Loss | $(26,689) | $0 | $(26,689) | $0 | | Total Operating Expenses | $20,872,011 | $2,012,938 | $22,077,016 | $16,328,960 | | Operating Loss | $(20,898,700) | $(2,012,938) | $(22,103,705) | $(16,328,960) | | Other Expenses, Net | $(603,257) | $(5,593) | $(664,430) | $(363,847) | | Net Loss | $(21,501,957) | $(2,018,531) | $(22,768,135) | $(16,692,807) | | Basic and Diluted Loss Per Share | $(8.74) | $(0.83) | $(9.27) | $(7.09) | - The company generated its first revenue of **$49,316** for the three and nine months ended June 30, 2025, primarily from byproduct sales[11](index=11&type=chunk) - Net loss for the nine months ended June 30, 2025, increased to **$(22,768,135)**, a **36.4% increase** from **$(16,692,807)** in the prior year, mainly due to a significant **$19.2 million** increase in share-based compensation expense[11](index=11&type=chunk) [Unaudited Condensed Consolidated Statements of Shareholders' Equity (Deficit)](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Deficit) | Metric | Balance as of September 30, 2023 | Balance as of June 30, 2024 (Restated) | Balance as of June 30, 2025 (Unaudited) | | :--- | :--- | :--- | :--- | | Common Stock (Shares) | 2,295,833 | 2,445,647 | 2,467,337 | | Common Stock (Amount) | $13,775 | $14,674 | $14,804 | | Additional Paid-in Capital | $587,499 | $9,353,861 | $29,743,558 | | Accumulated Deficit | $(7,983,590) | $(24,676,397) | $(48,567,032) | | Accumulated Other Comprehensive Loss | $54,003 | $(140,318) | $(234,663) | | **Total Shareholders' Equity (Deficit)** | **$(7,328,313)** | **$(15,448,180)** | **$(19,043,333)** | - As of June 30, 2025, the accumulated deficit increased to **$(48,567,032)**, reflecting continuous operating losses[13](index=13&type=chunk) - Additional paid-in capital significantly increased to **$29,743,558**, primarily due to the issuance of warrants and common stock[13](index=13&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Metric | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 (Restated) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(1,813,635) | $(2,578,471) | | Net Cash Used in Investing Activities | $(32,277) | $(1,271,734) | | Net Cash Provided by Financing Activities | $1,568,062 | $4,059,793 | | Effect of Exchange Rate Changes | $(19,491) | $(122,809) | | Net Change in Cash | $(297,341) | $86,779 | | Cash at End of Period | $51,314 | $88,209 | - Net cash used in operating activities for the nine months ended June 30, 2025, was **$(1,813,635)**, an improvement from the prior year but still negative[16](index=16&type=chunk) - Net cash provided by financing activities significantly decreased to **$1,568,062** from **$4,059,793** in the prior year, mainly due to reduced PIPE investments and long-term debt financing[16](index=16&type=chunk) - Cash balance at the end of the period decreased to **$51,314** as of June 30, 2025, from **$88,209** as of June 30, 2024[16](index=16&type=chunk) [Notes To Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20To%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [Note 1 – Description of Organization and Business Operations](index=10&type=section&id=Note%201%20%E2%80%93%20Description%20of%20Organization%20and%20Business%20Operations) This note describes the company's organization, business, merger with Energem Corp., and acquisition of GTI US Corp., focusing on its patented technology to convert palm kernel shells into graphene and graphite, aiming to be a low-cost, high-quality producer, with initial byproduct revenue starting June 2025 - Graphjet Technology holds patented technology to convert palm kernel shells into graphene and graphite, aiming to be a low-cost, high-quality artificial graphite and graphene producer[19](index=19&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) - The company has not yet commenced commercial sales of graphene and graphite products but has generated revenue from byproduct sales since June 2025[23](index=23&type=chunk) - On August 25, 2025, the company underwent a capital reorganization and a one-for-sixty stock split, with all common stock amounts and per-share data retrospectively adjusted[24](index=24&type=chunk)[25](index=25&type=chunk)[27](index=27&type=chunk) [Note 2 – Going Concern and Liquidity](index=12&type=section&id=Note%202%20%E2%80%93%20Going%20Concern%20and%20Liquidity) Management expresses significant doubt about the company's ability to continue as a going concern due to a net loss of $22,768,135 and negative working capital of $15,705,766 as of June 30, 2025, planning to seek additional funding through various sources without guarantee of success - As of June 30, 2025, the company reported a net loss of **$22,768,135** and negative working capital of **$15,705,766**, raising significant doubt about its ability to continue as a going concern[34](index=34&type=chunk) - The company plans to supplement funding through banks, financial institutions, private loans, or equity financing, but there is no assurance of obtaining the necessary funds or acceptable terms[35](index=35&type=chunk)[39](index=39&type=chunk) [Note 3 – Summary of Significant Accounting Policies](index=12&type=section&id=Note%203%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the significant accounting policies used in preparing the unaudited condensed consolidated financial statements, including U.S. GAAP, consolidation principles, estimates, foreign currency translation, asset impairment, revenue recognition, and the impact of recently issued accounting pronouncements, also noting the company's status as an emerging growth company - The company's financial statements are prepared in accordance with **U.S. GAAP** and follow SEC rules for interim financial reporting[37](index=37&type=chunk) - The company's functional currency is the Malaysian Ringgit (RM), with financial statements translated using period-end and average exchange rates, and translation adjustments recorded in other comprehensive income (loss)[42](index=42&type=chunk)[43](index=43&type=chunk) - The company applies equity classification accounting for warrants and assesses whether they meet all requirements for equity classification[53](index=53&type=chunk)[54](index=54&type=chunk) - Revenue is primarily derived from the sale of graphene and graphite products and related byproducts, recognized when control of the product is transferred to the customer[59](index=59&type=chunk) - As an emerging growth company, the company has elected to delay the adoption of new accounting standards and is evaluating the potential impact of recently issued standards such as ASU 2023-07, ASU 2023-09, ASU 2024-03, and ASU 2025-05[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) [Note 4 – Reverse Recapitalization](index=20&type=section&id=Note%204%20%E2%80%93%20Reverse%20Recapitalization) This note details the business combination with Energem Corp. on March 14, 2024, accounted for as a reverse recapitalization where Graphjet was the accounting acquirer, with Energem's net assets recognized at historical cost, resulting in the issuance of common stock and approximately $1,200 in funds raised, with all common stock and per-share data retrospectively adjusted - The company completed a business combination with Energem Corp. on March 14, 2024, accounted for as a reverse recapitalization, with Graphjet considered the accounting acquirer[29](index=29&type=chunk)[81](index=81&type=chunk) - Following the merger, the company issued **2,407,313** shares of common stock and raised approximately **$1,200** in funds[81](index=81&type=chunk)[82](index=82&type=chunk) - All common stock and per-share data have been retrospectively adjusted based on a **55.1** exchange ratio[84](index=84&type=chunk) [Note 5 – Deposits](index=21&type=section&id=Note%205%20%E2%80%93%20Deposits) This note discloses the composition of the company's deposits as of June 30, 2025, and September 30, 2024, primarily comprising security deposits for public relations consulting services and office copier leases | Deposit Category | Nature | June 30, 2025 (Unaudited) | September 30, 2024 | | :--- | :--- | :--- | :--- | | Public Relations Consulting Services | Refundable | $28,486 | $29,112 | | Office Copier Lease | Refundable | $760 | $776 | | **Total Deposits** | | **$29,246** | **$29,888** | [Note 6 – Property and Equipment](index=21&type=section&id=Note%206%20%E2%80%93%20Property%20and%20Equipment) This note provides details on the company's property and equipment, including the cost, accumulated depreciation, and depreciation rates for office equipment, renovations, and plant and machinery, with a net book value of approximately $1.46 million as of June 30, 2025 | Category | June 30, 2025 (Unaudited) | September 30, 2024 | | :--- | :--- | :--- | | Office Equipment | $17,790 | $13,298 | | Renovations | $155,975 | $153,886 | | Plant and Machinery | $1,446,001 | $1,456,801 | | Subtotal | $1,619,766 | $1,623,985 | | Less: Accumulated Depreciation | $(163,353) | $(30,585) | | **Total Property and Equipment, Net** | **$1,456,413** | **$1,593,400** | - Depreciation expense for the nine months ended June 30, 2025, significantly increased to **$128,200** from **$3,858** in the prior year[87](index=87&type=chunk) [Note 7 – Loans from Third Parties](index=22&type=section&id=Note%207%20%E2%80%93%20Loans%20from%20Third%20Parties) This note discloses loans obtained from external third parties, primarily for the acquisition of graphene patents, with a total of $607,253 in third-party loans (including accrued interest) as of June 30, 2025 | Lender | Principal | Interest Rate | Loan Date | Maturity Date | | :--- | :--- | :--- | :--- | :--- | | Goh Meng Keong | $474,777 | 5% p.a | March 22, 2022 | September 30, 2025 | | Goh Seng Wei | $47,478 | 5% p.a | May 26, 2022 | Repayable on demand | | **Total Accrued Interest** | | | | **$84,998** | | **Total Debt and Accrued Interest** | | | | **$607,253** | - Interest expense on third-party loans for the nine months ended June 30, 2025, was **$18,766**[88](index=88&type=chunk) [Note 8 – Loans from Prior Shareholders](index=22&type=section&id=Note%208%20%E2%80%93%20Loans%20from%20Prior%20Shareholders) This note details short-term loans from former shareholders Aw Jeen Rong and Liu Yu, payables to former shareholders Lim Hooi Beng and Aw Jeen Rong, including debt settlement agreements, and the reclassification of intellectual property compensation payable to Liu Yu following a debt settlement Short-Term Loans from Prior Shareholders (As of June 30, 2025) | Lender | Principal | Accrued Interest | Total Debt and Accrued Interest | | :--- | :--- | :--- | :--- | | Aw Jeen Rong | $299,110 | $15,711 | $314,821 | | Liu Yu | $152,308 | $7,074 | $159,382 | Payables to Prior Shareholders (As of June 30, 2025) | Shareholder | Amount | | :--- | :--- | | Lim Hooi Beng | $3,003,003 | | Aw Jeen Rong | $7,122 | | **Total** | **$3,010,125** | - The company entered into a debt settlement agreement with Lim Hooi Beng on April 30, 2025, settling approximately **$5.5 million** in debt and bonuses through the issuance of common stock, recognizing a debt settlement loss of approximately **$1.0 million**[95](index=95&type=chunk)[97](index=97&type=chunk) - As of June 30, 2025, intellectual property compensation payable to former shareholder Liu Yu was **$1,250,459**, settled via a debt settlement agreement on April 30, 2025, with amortized interest expense recognized[98](index=98&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) [Note 9 – Other Payables and Accrued Liabilities](index=25&type=section&id=Note%209%20%E2%80%93%20Other%20Payables%20and%20Accrued%20Liabilities) This note presents the composition of the company's other payables and accrued liabilities as of June 30, 2025, and September 30, 2024, primarily including salaries payable, rent payable, professional service fees, and accrued expenses | Category | June 30, 2025 (Unaudited) | September 30, 2024 | | :--- | :--- | :--- | | Salaries Payable | $244,997 | $282,461 | | Rent Payable | $107,300 | $70,354 | | Professional Service Fees | $550,430 | $574,713 | | Accrued Expenses | $231,799 | $304,894 | | **Total** | **$1,134,526** | **$1,232,422** | [Note 10 – Deferred Underwriting Commission Payable](index=25&type=section&id=Note%2010%20%E2%80%93%20Deferred%20Underwriting%20Commission%20Payable) This note explains the company's settlement agreement with underwriters regarding deferred underwriting commissions, where approximately $1.5 million in "make-whole obligation" was settled by issuing 10,754 shares of common stock as of September 30, 2024, and reclassified to additional paid-in capital upon issuance on May 22, 2025, with no impact on the statement of operations - The company settled approximately **$1.5 million** in deferred underwriting commission "make-whole obligation" by issuing **10,754** shares of common stock, reclassified to additional paid-in capital on May 22, 2025[105](index=105&type=chunk) [Note 11 – Provision for Bonus](index=25&type=section&id=Note%2011%20%E2%80%93%20Provision%20for%20Bonus) This note discloses the company's bonus plan for its senior management team for successfully completing the business combination and listing, with an initial total provision of $13,800,000, and a remaining bonus provision of $10,350,000 as of June 30, 2025, due to a debt settlement agreement with Lim Hooi Beng - The company established a bonus plan for its senior management team totaling **$13,800,000**[106](index=106&type=chunk) - As of June 30, 2025, the remaining bonus provision was **$10,350,000**, with a portion settled through the issuance of common stock via a debt settlement agreement with Lim Hooi Beng[107](index=107&type=chunk) [Note 12 – Related Party Loans](index=26&type=section&id=Note%2012%20%E2%80%93%20Related%20Party%20Loans) This note discloses unsecured loans from shareholder Lee Ping Wei for working capital, bearing an annual interest rate of 15% and repayable on demand, with a total of $502,633 (including accrued interest) as of June 30, 2025 | Lender | Principal | Interest Rate | Loan Date | Maturity Date | | :--- | :--- | :--- | :--- | :--- | | Lee Ping Wei | $118,694 | 15% p.a | May 28, 2025 | Repayable on demand | | Lee Ping Wei | $71,217 | 15% p.a | June 3, 2025 | Repayable on demand | | Lee Ping Wei | $71,217 | 15% p.a | June 10, 2025 | Repayable on demand | | Lee Ping Wei | $118,694 | 15% p.a | June 16, 2025 | Repayable on demand | | Lee Ping Wei | $118,694 | 15% p.a | June 26, 2025 | Repayable on demand | | **Total Accrued Interest** | | | | **$4,117** | | **Total Debt and Accrued Interest** | | | | **$502,633** | - Interest expense on related party loans for the three months ended June 30, 2025, was **$3,956**[109](index=109&type=chunk) [Note 13 – Income Taxes](index=26&type=section&id=Note%2013%20%E2%80%93%20Income%20Taxes) This note explains the company's income tax status in the Cayman Islands, U.S., and Malaysia, reporting no income tax expense due to operating losses, and a full valuation allowance against deferred tax assets due to uncertainty regarding the utilization of approximately $20.3 million in net operating loss carryforwards as of June 30, 2025 - The company reported zero income tax expense for the reporting period across its tax jurisdictions in the Cayman Islands, U.S., and Malaysia, due to operating losses[110](index=110&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk) - As of June 30, 2025, the company had approximately **$20.3 million** in net operating loss carryforwards and has recorded a full valuation allowance against deferred tax assets[114](index=114&type=chunk)[116](index=116&type=chunk) [Note 14 – Shareholders' Equity](index=29&type=section&id=Note%2014%20%E2%80%93%20Shareholders'%20Equity) This note provides detailed information on the company's shareholders' equity, including authorized, issued, and outstanding common stock, financing through PIPE investments and common stock issuance to new external shareholders, with all share numbers and per-share amounts retrospectively adjusted for the one-for-sixty stock split effective August 25, 2025 - The company's authorized share capital is **$50,000**, divided into **8,333,333** shares of common stock with a par value of **$0.006**[119](index=119&type=chunk) - The company raised **$2,500,000** through PIPE investments and approximately **$1.0 million** in net proceeds by issuing **10,885** shares of common stock to new external shareholders on November 1, 2024[120](index=120&type=chunk)[122](index=122&type=chunk) - As of June 30, 2025, **2,467,337** shares of common stock were issued and outstanding, with all share numbers and per-share amounts retrospectively adjusted to reflect the stock split[124](index=124&type=chunk) [Note 15 – Equity Incentive Plan](index=29&type=section&id=Note%2015%20%E2%80%93%20Equity%20Incentive%20Plan) This note describes the equity incentive plan approved on February 28, 2024, reserving 10% of the fully diluted common stock outstanding after the business combination for issuance, managed by the Board or Compensation Committee, and applicable to employees, consultants, and directors - The company approved an equity incentive plan on February 28, 2024, reserving **201,558** shares of common stock for future issuance, representing **10%** of the fully diluted common stock outstanding after the business combination[124](index=124&type=chunk) - The plan is administered by the Board of Directors or the Compensation Committee and applies to employees, consultants, and directors of Graphjet Technology[126](index=126&type=chunk) [Note 16 – Warrants](index=30&type=section&id=Note%2016%20%E2%80%93%20Warrants) This note provides details on the company's warrants, including those assumed from the merger and issued to Aiden Lee Ping Wei, all classified as equity instruments, with 533,801 warrants outstanding as of June 30, 2025, and a weighted-average exercise price of $261.19 - The company assumed **200,468** warrants from the merger and issued **333,333** warrants to Aiden Lee Ping Wei on May 15, 2025, totaling **533,801** outstanding warrants[127](index=127&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk) - Each warrant allows the holder to purchase one share of common stock at an exercise price of **$690**, with newly issued warrants having an exercise price of **$3.3**[128](index=128&type=chunk)[131](index=131&type=chunk) - The fair value of warrants issued to Aiden Lee Ping Wei was **$19.4 million**, with **$19.2 million** recognized as share-based compensation expense and additional paid-in capital[131](index=131&type=chunk) | Metric | September 30, 2024 | June 30, 2025 | | :--- | :--- | :--- | | Number of Warrants Outstanding | 200,468 | 533,801 | | Number of Common Shares Issuable | 200,468 | 533,801 | | Weighted-Average Exercise Price | $690.00 | $261.19 | | Average Remaining Contractual Term (Years) | 4.00 | 4.44 | [Note 17 – Concentrations of Risks](index=31&type=section&id=Note%2017%20%E2%80%93%20Concentrations%20of%20Risks) This note discusses the company's credit risk, primarily concentrated in cash, deposits, and other receivables, and supplier concentration risk, with one supplier accounting for 100% of raw material purchases for the three months ended June 30, 2025, and three suppliers for approximately 99.5% for the nine months ended June 30, 2025, also noting foreign exchange risk due to its Malaysian subsidiary's functional currency - The company faces credit risk concentrated in cash, deposits, and other receivables, with cash deposits in Malaysia and the U.S. within insured limits[133](index=133&type=chunk)[134](index=134&type=chunk) - The company faces supplier concentration risk: for the three months ended June 30, 2025, one supplier accounted for **100%** of raw material purchases; for the nine months ended June 30, 2025, three suppliers accounted for approximately **99.5%** of raw material purchases[137](index=137&type=chunk) - The company faces foreign exchange risk as its Malaysian subsidiary's functional currency is the Malaysian Ringgit, but it has not yet entered into hedging transactions[135](index=135&type=chunk) [Note 18 – Segment Reporting](index=32&type=section&id=Note%2018%20%E2%80%93%20Segment%20Reporting) This note discloses the company's operating segment information in accordance with ASC 280 "Segment Reporting," determining, based on the Chief Operating Decision Maker's assessment, that the company has only one operating segment, which is its geographical operation in Malaysia - The company uses the management approach to determine reportable operating segments and, based on the CEO's assessment, identifies only one operating segment: its geographical operation in Malaysia[140](index=140&type=chunk)[141](index=141&type=chunk) Segment Statements of Operations (Nine Months Ended June 30, 2025) | Metric | Amount | | :--- | :--- | | Revenue | $49,316 | | Cost of Sales | $76,005 | | Segment Gross Loss | $(26,689) | | Total Operating Expenses | $22,077,016 | | Segment Operating Loss | $(22,103,705) | | Net Loss | $(22,768,135) | [Note 19 – Commitments and Contingencies](index=33&type=section&id=Note%2019%20%E2%80%93%20Commitments%20and%20Contingencies) This note discloses the company's lease commitments, including a factory operating lease agreement in Selangor expiring in January 2026 with renewal options, and two short-term operating lease agreements in Malaysia with initial terms of 12 months or less, which are not recognized on the balance sheet - The company has a factory operating lease agreement in Selangor expiring in January 2026, with a weighted-average remaining lease term of **0.58 years** and a weighted-average discount rate of **6.4%**[144](index=144&type=chunk)[146](index=146&type=chunk) Schedule of Undiscounted Future Minimum Lease Payments (As of June 30, 2025) | Period | Lease Payments | | :--- | :--- | | Twelve Months Ending June 30, 2026 | $29,911 | | **Total Lease Payments** | **$29,911** | | Less: Discount | $(472) | | **Present Value of Lease Liabilities** | **$29,439** | | Current Lease Liabilities | $(29,439) | | Non-Current Lease Liabilities | $0 | - The company has two other operating lease agreements in Malaysia expiring in March 2026, not recognized on the balance sheet due to short initial terms, with lease expenses recorded in general and administrative expenses[147](index=147&type=chunk) [Note 20 – Subsequent Events](index=35&type=section&id=Note%2020%E2%80%93%20Subsequent%20Events) This note discloses significant events occurring after the reporting period until the financial statements' issuance, including the CEO/CFO's Nasdaq hearing, Nasdaq's conditional approval for continued listing, shareholder approval of a stock split, and debt settlements and property acquisitions through common stock issuance - On July 25, 2025, the Nasdaq Hearings Panel approved the company's continued listing, conditional on compliance with bid price rules by August 29, 2025, periodic filing rules by September 15, 2025, and an updated financing plan by September 30, 2025[151](index=151&type=chunk) - On August 7, 2025, shareholders approved a capital reorganization and a one-for-sixty stock split, effective August 25, 2025[152](index=152&type=chunk)[155](index=155&type=chunk) - On August 14 and 19, 2025, the company settled debts to Yasuka Infinity SDN BHD and Goh Meng Keong and acquired property from Cosmo Esteem SDN BHD through the issuance of common stock[153](index=153&type=chunk)[154](index=154&type=chunk) [Note 21 – Restatement of Previously Issued Financial Statements](index=35&type=section&id=Note%2021%20%E2%80%93%20Restatement%20of%20Previously%20Issued%20Financial%20Statements) This note details the restatement of the company's unaudited condensed consolidated financial statements for the periods ended June 30, 2024, and prior, to correct several material misstatements related to intellectual property costs, amortization expenses, unaccrued interest liabilities, misclassification of merger transaction costs, under-accrual of bonuses, and improper foreign currency exchange rates - The company restated its financial statements for the periods ended June 30, 2024, and prior, to correct errors in intellectual property costs, amortization expenses, unaccrued interest liabilities, merger transaction cost classification, bonus accruals, and foreign currency exchange rate usage[156](index=156&type=chunk)[158](index=158&type=chunk) Impact of Restatement on Statements of Operations and Comprehensive Loss for the Three Months Ended June 30, 2024 | Metric | As Previously Stated | Adjustment | As Restated | | :--- | :--- | :--- | :--- | | General and Administrative Expenses | $2,132,149 | $(119,211) | $2,012,938 | | Net Loss | $(2,137,945) | $119,414 | $(2,018,531) | | Loss Per Share | $(0.87) | $0.04 | $(0.83) | Impact of Restatement on Statements of Operations and Comprehensive Loss for the Nine Months Ended June 30, 2024 | Metric | As Previously Stated | Adjustment | As Restated | | :--- | :--- | :--- | :--- | | General and Administrative Expenses | $14,139,078 | $2,189,882 | $16,328,960 | | Net Loss | $(14,156,518) | $(2,536,289) | $(16,692,807) | | Loss Per Share | $(14.55) | $7.46 | $(7.09) | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's discussion and analysis of the company's financial condition and operating results, covering an overview, key influencing factors, operating performance, liquidity, and critical accounting estimates, highlighting the company's patented technology for graphene and graphite production, initial byproduct revenue, and the impact of intellectual property, market prices, and geopolitical risks [Overview](index=40&type=section&id=Overview) - Graphjet Technology, a former blank check company, completed a business combination with Graphjet Technology Sdn. Bhd. on March 14, 2024, and was renamed Graphjet Technology[164](index=164&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk) - The company possesses patented technology to convert palm kernel shells into high-quality graphene and graphite, aiming to be a low-cost producer, collaborating with Universiti Kebangsaan Malaysia and MIT for R&D[168](index=168&type=chunk)[169](index=169&type=chunk) - The company has not yet commenced commercial sales but plans to provide product samples to multinational corporations for market acceptance, generating revenue from byproduct sales since June 2025[172](index=172&type=chunk)[173](index=173&type=chunk) [Key Factors Affecting Operating Results](index=42&type=section&id=Key%20Factors%20Affecting%20Operating%20Results) - The company's success depends on the protection and enforcement of its intellectual property to prevent others from replicating its technology[174](index=174&type=chunk)[176](index=176&type=chunk) - Declining graphite prices, increasing palm kernel shell supply prices, border control measures between Malaysia and China, and the US-China trade war and China's graphite export ban adversely affect the company's operations[177](index=177&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk)[182](index=182&type=chunk) - Geopolitical conflicts, falling critical mineral prices, intense market competition, evolving regulatory environments, and long product qualification cycles also impact the company's performance[181](index=181&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk)[187](index=187&type=chunk) - Semiconductor industry slowdowns, raw material shortages leading to production cuts or halts by industry leaders, China's control over raw material supply chains, and challenges in entering the electric vehicle battery manufacturer market pose risks to the company[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk)[198](index=198&type=chunk) - Political uncertainties, regulatory compliance burdens, changes in international investment and compliance, shifts in SEC enforcement priorities, and potential market saturation and price volatility from the lifting of China's export restrictions increase operational risks[199](index=199&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk)[203](index=203&type=chunk)[204](index=204&type=chunk)[205](index=205&type=chunk) - Lack of cross-functional backup, succession planning, and technology transfer training could lead to business continuity risks and skill gaps[206](index=206&type=chunk)[207](index=207&type=chunk) - The company is committed to enhancing its ESG profile through green manufacturing methods and sustainable innovation, leveraging Malaysia's abundant palm kernel shell resources to significantly reduce carbon footprint and production costs[208](index=208&type=chunk) - With its advanced manufacturing processes and low-cost raw materials, the company holds a unique leadership position and cost-quality advantage in high-growth industries such as biomedical, automotive, semiconductor, and energy storage[209](index=209&type=chunk)[210](index=210&type=chunk)[211](index=211&type=chunk) - An experienced management team with a proven track record in clean and sustainable manufacturing further strengthens the company's leadership in the graphene and graphite sector[212](index=212&type=chunk) [Components of Results of Operations](index=48&type=section&id=Components%20of%20Results%20of%20Operations) [Comparison for the three months ended June 30, 2025 and 2024](index=48&type=section&id=Comparison%20for%20the%20three%20months%20ended%20June%2030,%202025%20and%202024) For the three months ended June 30, 2025, the company generated its first revenue of $49,316 but incurred a gross loss of $(26,689), with operating loss significantly increasing by 938.2% to $(20,898,700) primarily due to a $19.2 million increase in share-based compensation expense, leading to a 965.2% rise in net loss to $(21,501,957) Comparison of Operating Results for the Three Months Ended June 30, 2025 | Metric | 2025 | 2024 | Change Amount | Change Percentage | | :--- | :--- | :--- | :--- | :--- | | Revenue | $49,316 | $0 | $49,316 | 100% | | Cost of Sales | $(76,005) | $0 | $(76,005) | 100% | | Gross Loss | $(26,689) | $0 | $(26,689) | 100% | | General and Administrative Expenses | $(1,672,011) | $(2,012,938) | $340,927 | (16.9)% | | Share-Based Compensation Expense | $(19,200,000) | $0 | $(19,200,000) | 100% | | Operating Loss | $(20,898,700) | $(2,012,938) | $(18,885,762) | 938.2% | | Other Expenses, Net | $(603,257) | $(5,593) | $(597,664) | 10,685.9% | | Net Loss | $(21,501,957) | $(2,018,531) | $(19,483,426) | 965.2% | - Revenue increased by **100%** to **$49,316**, primarily from byproduct sales commencing in June 2025[215](index=215&type=chunk) - Gross loss was **$(26,689)**, mainly due to inefficient production lines and discounted sales of byproducts affected by prolonged storage[217](index=217&type=chunk) - General and administrative expenses decreased by **16.9%** to **$1.7 million**, primarily due to reduced professional and travel expenses related to the business combination, partially offset by increased employee costs[220](index=220&type=chunk) - Share-based compensation expense increased by **$19.2 million**, mainly due to the issuance of warrants to shareholders[221](index=221&type=chunk) [Comparison for the nine months ended June 30, 2025 and 2024](index=49&type=section&id=Comparison%20for%20the%20nine%20months%20ended%20June%2030,%202025%20and%202024) For the nine months ended June 30, 2025, the company generated its first revenue of $49,316 but incurred a gross loss of $(26,689), with operating loss increasing by 35.4% to $(22,103,705) primarily due to a $19.2 million increase in share-based compensation expense, despite a significant decrease in general and administrative expenses from reduced bonus provisions, leading to a 36.4% rise in net loss to $(22,768,135) Comparison of Operating Results for the Nine Months Ended June 30, 2025 | Metric | 2025 | 2024 | Change Amount | Change Percentage | | :--- | :--- | :--- | :--- | :--- | | Revenue | $49,316 | $0 | $49,316 | 100% | | Cost of Sales | $(76,005) | $0 | $(76,005) | 100% | | Gross Loss | $(26,689) | $0 | $(26,689) | 100% | | General and Administrative Expenses | $(2,877,016) | $(16,328,960) | $13,451,944 | (82.4)% | | Share-Based Compensation Expense | $(19,200,000) | $0 | $(19,200,000) | 100% | | Operating Loss | $(22,103,705) | $(16,328,960) | $(5,774,745) | 35.4% | | Other Expenses, Net | $(664,430) | $(363,847) | $(300,583) | 82.6% | | Net Loss | $(22,768,135) | $(16,692,807) | $(6,075,328) | 36.4% | - Revenue increased by **100%** to **$49,316**, primarily from byproduct sales commencing in June 2025[225](index=225&type=chunk) - General and administrative expenses significantly decreased by **82.4%** to **$2.9 million**, mainly due to a reduction in the **$13.8 million** bonus provision accrued in the prior year, and decreased professional fees related to the business combination, partially offset by increased employee costs[230](index=230&type=chunk) - Share-based compensation expense increased by **$19.2 million**, mainly due to the issuance of warrants to shareholders[231](index=231&type=chunk) [Liquidity and Capital Resources](index=51&type=section&id=Liquidity%20and%20Capital%20Resources) The company primarily funds internal operations through self-financing and relies on additional capital investments and debt as its main liquidity sources, with accumulated operating losses and negative cash flow leading to an accumulated deficit of $48.6 million as of June 30, 2025, and while management expects existing funds to support operations for the next 12 months, significant uncertainty remains regarding its ability to continue as a going concern thereafter, potentially requiring further equity or debt financing - The company primarily meets its liquidity needs through self-financing, additional capital investments, and debt[234](index=234&type=chunk) - As of June 30, 2025, the company had accumulated operating losses and negative cash flow from operations, resulting in an accumulated deficit of **$48.6 million**[236](index=236&type=chunk) - Management expects existing funds to support operations for the next 12 months, but significant uncertainty remains regarding its ability to continue as a going concern thereafter, potentially requiring further equity or debt financing[236](index=236&type=chunk)[237](index=237&type=chunk) Cash Flow Summary (Nine Months Ended June 30, 2025) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | $(1,813,635) | $(2,578,471) | | Net Cash Used in Investing Activities | $(32,277) | $(1,271,734) | | Net Cash Provided by Financing Activities | $1,568,062 | $4,059,793 | | Effect of Exchange Rate Changes | $(19,491) | $(122,809) | | Net Change in Cash | $(297,341) | $86,779 | | Cash at End of Period | $51,314 | $88,209 | - Net cash used in operating activities for the nine months of 2025 was approximately **$1.8 million**, primarily due to net loss and increased prepayments for machinery, partially offset by increased payables to shareholders and other payables[240](index=240&type=chunk) - Net cash provided by financing activities for the nine months of 2025 was approximately **$1.6 million**, mainly from the issuance of common stock and short-term related party loans[243](index=243&type=chunk) [Off-Balance Sheet Arrangements](index=52&type=section&id=Off-Balance%20Sheet%20Arrangements) As of June 30, 2025, the company had no off-balance sheet arrangements, including those that could affect its liquidity, capital resources, market risk support, and credit risk support - As of June 30, 2025, the company had no off-balance sheet arrangements[245](index=245&type=chunk) [Critical Accounting Estimates](index=53&type=section&id=Critical%20Accounting%20Estimates) This section discusses critical accounting estimates in the preparation of the company's financial statements, particularly the impairment assessment of long-lived assets, including property, equipment, and finite-lived intangible assets, which involve assumptions about future cash flows and asset useful lives, where changes could significantly impact asset carrying values - The company makes estimates and judgments in preparing its financial statements, including the fair value of financial instruments and accrued expenses[246](index=246&type=chunk) - Impairment assessment of long-lived assets, including property, equipment, and finite-lived intangible assets, is a critical accounting estimate, relying on assumptions about future cash flows and estimated useful lives[247](index=247&type=chunk)[248](index=248&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=53&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's net proceeds after its IPO, including funds in the trust account, are invested in U.S. government treasury bills, notes, or bonds with maturities of 185 days or less, or money market funds investing solely in U.S. Treasuries, leading the company to believe it has no significant interest rate risk exposure due to the short-term nature of these investments - The company's net IPO proceeds are primarily invested in short-term U.S. government treasury bills or money market funds, thus it believes there is no significant interest rate risk exposure[249](index=249&type=chunk) [Item 4. Controls and Procedures](index=53&type=section&id=Item%204.%20Controls%20and%20Procedures) Management assessed the effectiveness of disclosure controls and procedures as of the end of the reporting period and concluded they were ineffective, also reporting material weaknesses in internal control, including a lack of comprehensive written policies and procedures, insufficient segregation of duties in accounting processes, and inadequate U.S. GAAP expertise, with plans to improve internal controls by engaging external reviewers, enhancing board size and composition, and increasing staff with required experience and training - As of the end of the reporting period, the company's disclosure controls and procedures were deemed ineffective[250](index=250&type=chunk) - Management assessed that the company's internal controls had material weaknesses, including a lack of comprehensive written policies and procedures, insufficient segregation of duties in accounting processes, and inadequate U.S. GAAP expertise[253](index=253&type=chunk) - The company plans to improve internal controls by engaging external internal control reviewers, enhancing the size and composition of the board of directors, and increasing staff with required experience and training[254](index=254&type=chunk) - The internal control report in this quarterly report does not include an attestation report from an independent registered public accounting firm, as the company is an emerging growth company[255](index=255&type=chunk) - No significant changes in internal controls occurred during the most recent fiscal quarter[256](index=256&type=chunk) [PART II - OTHER INFORMATION](index=55&type=section&id=PART%20II-OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=55&type=section&id=Item%201.%20Legal%20Proceedings) Management believes there are no pending claims or litigation against the company whose final outcome could have a material adverse effect on its operating results, financial condition, or cash flows - Management believes there are no pending claims or litigation against the company whose final outcome could have a material adverse effect on its operating results, financial condition, or cash flows[259](index=259&type=chunk) [Item 1A. Risk Factors](index=55&type=section&id=Item%201A.%20Risk%20Factors) No new material risk factors were disclosed in this quarterly report, and investors are advised to refer to the risk factors disclosed in the company's Form 10-K annual report filed with the SEC on July 15, 2025, which could cause actual results to differ materially from expectations - No material changes to the risk factors disclosed in the company's Form 10-K annual report occurred as of the filing date of this quarterly report[260](index=260&type=chunk) [Item 2. Unregistered Sales of Equity Securities, and Use of Proceeds](index=55&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities,%20and%20Use%20of%20Proceeds) This section discloses the company's unregistered sales of equity securities, including warrants issued to Aiden Lee Ping Wei on May 15, 2025, and common stock issued on August 14 and 19, 2025, to settle various debts and acquire property, all issued after the stock split - On May 15, 2025, the company issued warrants to Aiden Lee Ping Wei, exercisable for **200,000,000** shares of Class A common stock[261](index=261&type=chunk) - On August 14, 2025, the company settled debts to Yasuka Infinity SDN BHD and Goh Meng Keong by issuing **3,261** and **185,000** shares, respectively (post-stock split)[261](index=261&type=chunk) - On August 19, 2025, the company acquired property from Cosmo Esteem SDN BHD by issuing **1,624,375** shares to Tan Chin Teong (post-stock split)[262](index=262&type=chunk) - As of September 30, 2024, the company had not authorized any securities for issuance under an equity incentive plan, but on February 28, 2024, shareholders approved the 2023 Omnibus Equity Incentive Plan, reserving **14,903,075** shares of Class A common stock for issuance[264](index=264&type=chunk) [Item 3. Defaults Upon Senior Securities](index=55&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities occurred during this reporting period - No defaults upon senior securities occurred during this reporting period[263](index=263&type=chunk) [Item 4. Mine Safety Disclosures](index=55&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable - Mine safety disclosures are not applicable[263](index=263&type=chunk) [Item 5. Other Information](index=55&type=section&id=Item%205.%20Other%20Information) No other information is required to be disclosed in this reporting period - No other information is required to be disclosed in this reporting period[265](index=265&type=chunk) [Item 6. Exhibits](index=57&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with or incorporated by reference into this Form 10-Q quarterly report, including stock purchase agreements, amended articles of association, warrant agreements, and XBRL documents - Exhibits include stock purchase agreements, amended articles of association, warrant agreements, CEO and CFO certifications, and XBRL documents[267](index=267&type=chunk) [SIGNATURES](index=58&type=section&id=SIGNATURES) This report was signed by Chris Lai Ther Wei, CEO and CFO of Graphjet Technology, on September 5, 2025 - This report was signed by Chris Lai Ther Wei, Chief Executive Officer and Chief Financial Officer of Graphjet Technology, on September 5, 2025[272](index=272&type=chunk)

Business Operations - Graphjet Technology has not commenced commercial sales but plans to sample products to multinational companies to gain market acceptance [154]. - The company secured a production facility in July 2023, with machinery commissioning completed and production started, generating revenue from side products since June 2025 [155]. - The qualification process for products by prospective customers typically spans 12 to 18 months, involving comprehensive testing and quality assurance [169]. - The company is currently in the production testing phase at its factory located in Selangor State, Malaysia [211]. - The company aims to enhance its ESG profile by adopting green manufacturing methods, achieving up to an 83% reduction in carbon footprint and up to an 80% reduction in production costs [191]. - The company is positioned to become a global leader in high-quality graphene and graphite production, catering to multiple billion-dollar markets [192]. - The company's patented production technology allows it to offer graphene and graphite at lower production costs while maintaining higher quality standards [194]. Financial Performance - General and administrative expenses decreased by approximately $13.5 million, or 96.1%, from approximately $14.1 million for the three months ended March 31, 2024, to approximately $0.6 million for the three months ended March 31, 2025 [200]. - Net loss decreased by approximately $13.7 million, or 96.0%, from approximately $14.3 million for the three months ended March 31, 2024, to approximately $0.6 million for the three months ended March 31, 2025 [202]. - For the six months ended March 31, 2025, general and administrative expenses decreased by approximately $13.1 million, or 91.6%, from approximately $14.3 million for the six months ended March 31, 2024, to approximately $1.2 million [206]. - Net loss for the six months ended March 31, 2025, decreased by approximately $13.4 million, or 91.4%, from approximately $14.7 million for the six months ended March 31, 2024, to approximately $1.3 million [208]. - The company has incurred cumulative losses from operations amounting to $27.1 million and has negative cash flows from operating activities [211]. Cash Flow and Funding - For the six months ended March 31, 2025, net cash used in operating activities was approximately $1.1 million, primarily due to a net loss of approximately $1.3 million [215]. - Net cash used in investing activities for the six months ended March 31, 2025 was approximately $32,000, attributed to purchases of fixed and intangible assets [217]. - Net cash provided by financing activities for the six months ended March 31, 2025 was approximately $1.1 million, consisting of proceeds from the issuance of ordinary shares of approximately $1.0 million [218]. - The company reported a net cash used in operating activities of approximately $1.2 million for the six months ended March 31, 2024, primarily due to a net loss of approximately $14.7 million [216]. - Net cash provided by financing activities for the six months ended March 31, 2024 was approximately $3.7 million, including proceeds from PIPE investment of $2.5 million [219]. - As of March 31, 2025, the company did not have any off-balance sheet arrangements affecting liquidity or capital resources [220]. - The company believes it will have sufficient working capital for the next 12 months, but may seek additional funds if required [212]. - Cash at the end of the period for March 31, 2025 was $227,828, down from $1,146,341 at the end of March 31, 2024 [214]. - The company may face dilution of equity holders' ownership if additional funds are raised through equity financing [212]. Market Conditions - Graphite prices have declined due to China's export ban since December 1, 2023, which could adversely affect the company's financial condition [159]. - The surge in palm kernel shell prices has negatively impacted operational performance due to increased raw material costs [160]. - Geopolitical tensions and trade restrictions have disrupted supply chains, affecting the company's ability to transport and trade graphite efficiently [161]. - The competitive landscape in the graphene and graphite industry is driven by price, performance, and customer service, with fierce competition expected [166]. - The company is committed to adapting to evolving market conditions and regulatory changes to ensure sustainable growth and resilience [164]. Intellectual Property - The company holds all intellectual property rights to its technology and manufacturing processes, which are not subject to third-party claims [156]. - Graphjet Technology aims to be a low-cost producer of premium artificial graphite and graphene, leveraging patented technology for biomass conversion [151].

PART I [Business](index=9&type=section&id=Item%201.%20Business) The company manufactures graphene and graphite from palm kernel shells using patented, low-cost methods - Graphjet has developed a patented technology to convert palm kernel shells, an abundant agricultural waste product, into high-value artificial graphene and graphite[31](index=31&type=chunk) - The company aims to be a low-cost producer, with a projected production cost of approximately **$4,500 per ton** for graphite, significantly cheaper than natural or other artificial sources[32](index=32&type=chunk)[47](index=47&type=chunk) - A key strategic agreement has been signed with Toyoda to supply **$30 million annually** of graphite and graphene for their carbon-neutral mobility products, although no revenue was generated in 2023 due to export controls in China[40](index=40&type=chunk)[52](index=52&type=chunk) - Graphjet is planning significant capacity expansion, including its first main plant in Malaysia and a commercial facility in Nevada, USA, capable of producing **10,000 metric tons** of battery-grade graphite annually[53](index=53&type=chunk)[55](index=55&type=chunk)[66](index=66&type=chunk) - The global graphite market is projected to grow to **$36.40 billion** by 2030, driven by demand from the lithium-ion battery industry, particularly for EVs[35](index=35&type=chunk) [Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from its limited operating history, lack of revenue, and regulatory compliance issues - The company has a limited operating history, has not recorded any revenue, and incurred a net loss of approximately **$17.8 million** as of September 30, 2024, leading auditors to express substantial doubt about its ability to continue as a "**going concern**"[71](index=71&type=chunk)[72](index=72&type=chunk) - Graphjet faces intense competition based on price, quality, and innovation, and may not be able to recoup capital-intensive expenditures on production capacity[76](index=76&type=chunk)[77](index=77&type=chunk) - The company is dependent on the palm oil industry for its primary raw material, palm kernel shells, and is vulnerable to price fluctuations and supply disruptions in that market[119](index=119&type=chunk) - The company has received multiple notices from Nasdaq regarding non-compliance with listing standards, including minimum bid price, market value of listed securities, and timely filing of reports, which could lead to delisting[170](index=170&type=chunk)[171](index=171&type=chunk)[172](index=172&type=chunk)[173](index=173&type=chunk) - A restatement of the financial statements for the year ended September 30, 2023, was required due to the incorrect accounting treatment of an intellectual property assignment, which has led to the identification of a **material weakness** in internal controls[179](index=179&type=chunk)[180](index=180&type=chunk)[182](index=182&type=chunk) [Unresolved Staff Comments](index=39&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - Not applicable[184](index=184&type=chunk) [Cybersecurity](index=40&type=section&id=Item%201C.%20Cybersecurity) The company is developing its cybersecurity risk management program, with oversight from the Audit Committee - The Board of Directors delegates cybersecurity risk oversight to the Audit Committee[189](index=189&type=chunk) - The company is in the process of engaging external experts to assess and test its risk management systems[187](index=187&type=chunk) - The company has not yet encountered any cybersecurity challenges that have materially impaired its operations or financial condition[188](index=188&type=chunk) [Properties](index=41&type=section&id=Item%202.%20Properties) The company's principal executive offices and production facilities are located in Shah Alam, Selangor, Malaysia - Graphjet Technology's main facility is located at Lot 3895, Lorong 6D, Kampung Baru Subang, Seksyen U6, 40150 Shah Alam, Selangor, Malaysia[190](index=190&type=chunk) [Legal Proceedings](index=41&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings - Management believes there are currently no pending claims or actions against the company that would have a material adverse effect[191](index=191&type=chunk) [Mine Safety Disclosures](index=41&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not Applicable[192](index=192&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=42&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's shares trade on Nasdaq, no dividends are planned, and an equity incentive plan is in place - Class A ordinary shares are traded on the Nasdaq Global Market under the symbol "**GTI**"[194](index=194&type=chunk) - The company has never paid cash dividends and has no current plans to do so[196](index=196&type=chunk) - The 2023 Omnibus Equity Incentive Plan reserves **14,903,075 Class A ordinary shares** for future issuance[197](index=197&type=chunk) - On May 15, 2025, the company issued **20,000,000 warrants** to Aiden Lee Ping Wei to purchase up to 200,000,000 Class A ordinary shares at an exercise price of $0.055[198](index=198&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company reported a significantly increased net loss of $17.8 million, faces a going concern risk, and is seeking financing Results of Operations | | For the Years Ended | | Changes | | | :--- | :--- | :--- | :--- | :--- | | | **September 30, 2024** | **September 30, 2023** | **Amount** | **%** | | **Operating expenses** | | | | | | General and administrative expenses | ($17,438,014) | ($1,225,501) | ($16,212,513) | 1,322.9% | | **Loss from operations** | **($17,438,014)** | **($1,225,501)** | **($16,212,513)** | **1,322.9%** | | Other expenses, net | ($377,293) | ($616,398) | $239,105 | (38.8)% | | **Net loss** | **($17,815,307)** | **($1,841,899)** | **($15,973,408)** | **867.2%** | - The substantial increase in G&A expenses was primarily due to a **$13.8 million** provision for a bonus plan to reward senior management for the successful business combination and corporate listing[259](index=259&type=chunk)[263](index=263&type=chunk) - The company has incurred cumulative losses and has a working capital deficit of **$19.9 million** as of September 30, 2024, which raises substantial doubt about its ability to continue as a **going concern**[266](index=266&type=chunk)[407](index=407&type=chunk) Cash Flows | | For the years Ended | | | :--- | :--- | :--- | | | **September 30, 2024** | **September 30, 2023** | | | **USD** | **USD** | | **Net cash (used in) provided by operating activities** | $ (3,026,529) | $ 410,323 | | **Net cash used in investing activities** | (1,438,033) | (1,598) | | **Net cash provided by (used in) financing activities** | 4,706,973 | (700,810) | [Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk exposure is minimal due to its investment in short-term government securities - The company invests its cash in short-term U.S. government securities with maturities of 185 days or less, minimizing material exposure to interest rate risk[279](index=279&type=chunk) [Financial Statements and Supplementary Data](index=56&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The audited financial statements highlight a going concern uncertainty and a restatement of the prior year's results - The auditor's report expresses substantial doubt about the Company's ability to continue as a **going concern** due to a net loss of **$17.8 million** and a working capital deficit of **$19.9 million** for the year ended September 30, 2024[384](index=384&type=chunk) - The 2023 financial statements have been restated to correct errors in the accounting treatment for intellectual property, merger transaction costs, professional expenses, and the classification of payables to directors[388](index=388&type=chunk)[518](index=518&type=chunk) Consolidated Balance Sheets | | **September 30, 2024** | **September 30, 2023 (Restated)** | | :--- | :--- | :--- | | **Total Current Assets** | $577,773 | $435,963 | | **Total Assets** | $2,171,435 | $1,142,232 | | **Total Current Liabilities** | $20,430,159 | $3,132,272 | | **Total Liabilities** | $20,430,159 | $8,470,545 | | **Total Shareholders' Deficit** | ($18,258,724) | ($7,328,313) | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=56&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants on accounting or financial disclosure matters - None reported[281](index=281&type=chunk) [Controls and Procedures](index=56&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective due to material weaknesses in internal financial reporting controls - Management concluded that disclosure controls and procedures were **not effective** as of the end of the reporting period[282](index=282&type=chunk) - **Material weaknesses** were identified in internal control over financial reporting, citing a lack of written policies, insufficient segregation of duties, and inadequate US GAAP expertise[285](index=285&type=chunk) - Remediation plans include hiring an external internal control reviewer, enhancing the board's composition, and potentially hiring additional accounting staff[286](index=286&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=58&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's board consists of five members with a majority of independent directors and has established key committees - Chris Lai Ther Wei holds the combined roles of **Chief Executive Officer, Chief Financial Officer, Chairman, and Director**[294](index=294&type=chunk) - The Board is comprised of **five members** and is divided into three classes with staggered three-year terms[299](index=299&type=chunk)[300](index=300&type=chunk) - The Board has a **majority of independent directors**, with Tan Song Jie, Chen Siow Woon, and Ang Chee Yong qualifying as independent under Nasdaq listing rules[303](index=303&type=chunk) - The Board has established Audit, Remuneration, and Nominating and Corporate Governance committees, with charters and compositions that comply with Nasdaq and SEC rules[305](index=305&type=chunk) [Executive Compensation](index=65&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation includes salary, allowances, and equity, with a new incentive plan adopted post-merger - The compensation for CEO and CFO Chris Lai Ther Wei includes a base salary of **RM 300,000**, an allowance of **RM 400,000**, and Class A ordinary shares valued at **RM 500,000**[329](index=329&type=chunk) - Non-employee directors receive compensation of **RM 2,500 per month** for their service on the Board[330](index=330&type=chunk) - The company has established an Equity Incentive Plan, reserving **14,903,075 Class A Ordinary Shares** for future equity awards[332](index=332&type=chunk)[336](index=336&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=70&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Company ownership is highly concentrated, with one beneficial owner holding approximately 68% of Class A ordinary shares Security Ownership | Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | % of Class | | :--- | :--- | :--- | | **Directors and Named Executive Officers** | | | | Chris Lai Ther Wei | — | — | | Tan Song Jie | — | — | | Ang Chee Yong | — | — | | Chen Siow Woon | — | — | | Pwa Yee Guo | — | — | | **Greater than 5% Holders** | | | | Aiden Lee Ping Wei | 100,789,569 | 68% | - Ownership is based on **148,037,022 Class A ordinary shares** outstanding as of July 11, 2025[356](index=356&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=71&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has engaged in several related party transactions, primarily with entities connected to a former officer - Graphjet purchased the process for producing palm-based graphene from Liu Yu for **RM29,000,000** (approx. $6.3 million)[364](index=364&type=chunk)[472](index=472&type=chunk) - The company entered into a commission processing contract and a tenancy agreement with ZhongHe Industries Sdn. Bhd., an entity where Liu Yu is a shareholder and director[362](index=362&type=chunk)[365](index=365&type=chunk) - The Nominating and Corporate Governance Committee has the authority to review and approve all related party transactions to ensure they are on terms no less favorable than those available from unaffiliated third parties[367](index=367&type=chunk) [Principal Accountant Fees and Services](index=72&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company paid audit fees to two accounting firms during the fiscal years 2023 and 2024 Accountant Fees | Firm | Period | Fees | Notes | | :--- | :--- | :--- | :--- | | Adeptus Partners LLC | FY 2023 | $135,000 | Audit Fees | | Adeptus Partners LLC | Q1-Q3 2024 | $65,000 | Audit Fees | | Kreit & Chiu, LLP | FY 2024 | $403,943 | Audit Fees (includes 2023 re-audit) | - No fees were paid for audit-related services, tax services, or other services to either accounting firm for the fiscal years ended September 30, 2024 and 2023[371](index=371&type=chunk)[372](index=372&type=chunk) - All audit and permissible non-audit services provided by the independent auditors were pre-approved by the Audit Committee[373](index=373&type=chunk)[374](index=374&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=73&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the consolidated financial statements and other key documents filed with the annual report - The report includes the company's consolidated financial statements for the fiscal years ended September 30, 2024 and 2023[377](index=377&type=chunk)[378](index=378&type=chunk) - A list of exhibits filed with the report is provided, including key corporate and transactional documents[380](index=380&type=chunk)[381](index=381&type=chunk) [Form 10-K Summary](index=107&type=section&id=Item%2016.%20Form%2010-K%20Summary) This section is not applicable as no summary is provided - None[528](index=528&type=chunk)

As filed with the Securities and Exchange Commission on October 3, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Graphjet Technology (Exact name of registrant as specified in its charter) Cayman Islands 3620 N/A (State or other jurisdiction of incorporation or organization) (Primary standard industrial classification code number) (I.R.S. Employer Identification Number) Lot 3895, Lorong 6D, K ...

As filed with the Securities and Exchange Commission on August 28, 2024 Registration No. 333-280461 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Graphjet Technology (Exact name of registrant as specified in its charter) Cayman Islands 3620 N/A (State or other jurisdiction of incorporation or organization) (Primary standard industrial classification code number) (I.R.S. Employer Identification Numbe ...

As filed with the Securities and Exchange Commission on July 19, 2024 Registration No. 333-280461 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Graphjet Technology (Exact name of registrant as specified in its charter) Cayman Islands 3620 N/A (State or other jurisdiction of incorporation or organization) (Primary standard industrial classification code number) (I.R.S. Employer Lot 3895, Lorong 6D, K ...

As filed with the Securities and Exchange Commission on June 25, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Graphjet Technology (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 3620 N/A (Primary standard industrial classification code number) (I.R.S. Employer Identification Number) Unit L4-E-8 Enterprise 4 ...