[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)

Core Viewpoint - Graphjet Technology has received a notice from Nasdaq regarding non-compliance with listing rules due to the failure to file its Quarterly Report on Form 10-Q for the period ended June 30, 2025 [1][3]. Company Summary - Graphjet Technology Sdn. Bhd. was founded in 2019 in Malaysia and specializes in producing graphene and graphite using patented technology that recycles palm kernel shells [4]. - The company aims to transform the graphite and graphene supply chain globally through sustainable production methods [4]. Compliance and Listing Status - The notice from Nasdaq does not have an immediate effect on the trading of Graphjet's ordinary shares, which will continue to trade under the symbol "GTI" [2]. - Nasdaq has requested a written response from the company regarding the notice by August 27, 2025, and the company is working to file the Form 10-Q by the agreed deadline of September 15, 2025 [3].

Core Viewpoint - Graphjet Technology has successfully developed graphite suitable for battery anode material and is moving forward with collaborations and supply agreements with customers [1][3]. Company Developments - The company is transitioning from a developmental stage to a full-fledged graphite producer, capitalizing on the current demand for graphite [3]. - Graphjet has engaged a prominent investment bank to assist in the distribution of additional shares to improve liquidity following an upcoming share consolidation [2][4]. - The company plans to ensure that the share consolidation does not negatively impact long-term liquidity and has sought professional advice on this matter [4]. Technological Innovation - Graphjet Technology is recognized for its patented technology that recycles palm kernel shells to produce single-layer graphene and artificial graphite, marking a significant advancement in sustainable production methods [5].

Core Insights - Graphjet Technology has significantly increased its production capacity by 7 times through the commissioning of new machinery and equipment, enabling the production of various types of graphite and graphene for multiple industries, including semiconductors [1][4][5] - The completion of a new laboratory enhances the company's ability to customize product properties, improve quality control, and conduct future research and development [2][3] - The company is well-positioned to benefit from the growing demand in the semiconductor industry, particularly for AI chip production, amid a recent graphite shortage [4][5] Company Developments - The new machinery and laboratory are expected to attract larger and more sophisticated customers, enhancing Graphjet's market position [2][3] - Graphjet's patented technology utilizes palm kernel shells, a waste product, to produce single-layer graphene and artificial graphite, promoting sustainable production methods [6] Industry Context - The semiconductor industry is experiencing a shift towards in-house AI chip manufacturing, with significant investments, such as SoftBank's $2 billion equity investment in Intel, indicating a favorable outlook for chip manufacturing in the U.S. [4][5] - Graphite and graphene are critical materials in semiconductor manufacturing, especially for processes requiring high temperature and precise control, positioning Graphjet to capitalize on this trend [5]

Company Overview - Graphjet Technology has developed patented technology to recycle palm kernel shells into single layer graphene and artificial graphite, positioning itself as an innovative producer in the graphene and graphite market [6] Collaboration and Research - Graphjet has agreed to collaborate with the Centre for Materials Engineering and Smart Manufacturing (MERCU) at Universiti Kebangsaan Malaysia (UKM) to utilize graphite and graphene in additive manufacturing technology for advanced heat sinks [1][2] - The collaboration is part of the Consortium of Research Excellence (KKP) 2025 under the Malaysian Ministry of Higher Education [1] Technological Advancements - The completion of a new laboratory enhances Graphjet's capability for quality testing and research on its graphite and graphene products, reducing reliance on third-party testing services and improving turnaround times for development programs [2] - The focus on additive manufacturing technology aims to improve existing heat sinks and develop new advanced heat sinks, particularly for data centers [3] Market Demand - There is a surging demand for specialized chips, especially AI chips, which require more efficient cooling solutions, thus increasing the need for advanced heat sinks [3] - The data center industry is booming in Malaysia and Southeast Asia, with major companies like Amazon Web Services, Microsoft, Google Cloud, Alibaba Cloud, and Equinix & NTT investing in the region [4]

PART I - FINANCIAL INFORMATION [Item 1. Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Graphjet Technology reported no revenue for the periods ended March 31, 2025, and 2024. The company incurred a net loss of $1.27 million for the six months ended March 31, 2025, a significant reduction from the $14.67 million loss in the prior-year period, which was inflated by a $13.8 million one-time bonus provision. The balance sheet shows a significant shareholders' deficit of $18.3 million and negative working capital of $19.8 million, raising substantial doubt about its ability to continue as a going concern. Notably, the company restated its previously issued financial statements for the period ended March 31, 2024, due to material misstatements [Financial Statements](index=4&type=section&id=Financial%20Statements) Condensed Consolidated Balance Sheet Data (Unaudited) | Account | March 31, 2025 ($) | September 30, 2024 ($) | | :--- | :--- | :--- | | **Total Current Assets** | 507,733 | 577,773 | | **Total Assets** | 1,977,239 | 2,171,435 | | **Total Current Liabilities** | 20,311,678 | 20,430,159 | | **Total Liabilities** | 20,311,678 | 20,430,159 | | **Total Shareholders' Deficit** | (18,334,439) | (18,258,724) | Condensed Consolidated Statements of Operations (Unaudited) | Metric | Six Months Ended Mar 31, 2025 ($) | Six Months Ended Mar 31, 2024 ($) (Restated) | | :--- | :--- | :--- | | **Revenues** | 0 | 0 | | **General and administrative expenses** | 1,205,005 | 14,316,022 | | **Loss from operations** | (1,205,005) | (14,316,022) | | **Net loss** | (1,266,178) | (14,674,276) | | **Loss per share (Basic & Diluted)** | (0.01) | (0.11) | Condensed Consolidated Statements of Cash Flows (Unaudited) | Cash Flow Activity | Six Months Ended Mar 31, 2025 ($) | Six Months Ended Mar 31, 2024 ($) (Restated) | | :--- | :--- | :--- | | **Net cash used in operating activities** | (1,148,794) | (1,170,778) | | **Net cash used in investing activities** | (32,006) | (1,266,837) | | **Net cash provided by financing activities** | 1,088,233 | 3,685,507 | | **Net change in cash** | (120,827) | 1,144,911 | | **Cash, end of the period** | 227,828 | 1,146,341 | [Notes to Financial Statements](index=9&type=section&id=Notes%20to%20Financial%20Statements) - The company possesses patented technology to manufacture graphene and graphite from palm kernel shells, a renewable agricultural waste product. It is currently pre-revenue but plans to sample products to multinational companies[13](index=13&type=chunk)[14](index=14&type=chunk)[17](index=17&type=chunk) - Management has identified substantial doubt about the company's ability to continue as a going concern due to a net loss of **$1.27 million** for the six months ended March 31, 2025, and a negative working capital of **$19.8 million**[23](index=23&type=chunk)[26](index=26&type=chunk) - A provision for a bonus of **$13.8 million** was approved on February 29, 2024, to reward senior management for the successful business combination and corporate listing[72](index=72&type=chunk) - Subsequent events include receiving non-compliance and delisting notices from Nasdaq, entering debt settlement agreements, issuing new warrants, and planning a **1-for-60 share consolidation** to regain compliance with the minimum bid price rule[117](index=117&type=chunk)[118](index=118&type=chunk)[122](index=122&type=chunk)[130](index=130&type=chunk) - The company restated its March 31, 2024 financial statements due to material misstatements related to the cost of intellectual property, merger transaction costs, bonus accruals, and incorrect accounting for the reverse recapitalization[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's pre-revenue status and its patented technology for producing graphite and graphene from palm kernel shells. Key operational risks include intellectual property protection, graphite pricing volatility, raw material supply, US-China trade tensions, and intense competition. The significant decrease in net loss for the three and six months ended March 31, 2025, compared to the same periods in 2024, is primarily attributed to a one-time $13.8 million bonus provision recorded in 2024. The company's liquidity is severely constrained, with an accumulated deficit of $27.1 million and reliance on shareholder funding, raising going concern issues [Key Factors Affecting Operating Results](index=33&type=section&id=Key%20Factors%20Affecting%20Operating%20Results) - The company's success depends on its patented technology that transforms palm kernel shells into high-quality artificial graphite and graphene at a lower cost and with a smaller carbon footprint[150](index=150&type=chunk)[151](index=151&type=chunk)[156](index=156&type=chunk) - Key risks include declining graphite prices, rising costs and supply chain issues for palm kernel shells, border control issues with China, and the broader US-China trade war impacting machinery sourcing and graphite exports[159](index=159&type=chunk)[160](index=160&type=chunk)[161](index=161&type=chunk)[162](index=162&type=chunk) - The product qualification process with prospective customers is lengthy, typically spanning **12 to 18 months**, which delays revenue generation[169](index=169&type=chunk) - Management sees opportunities in leading the market with its sustainable technology, serving diverse high-growth industries (biomedical, automotive, energy storage), and leveraging its experienced leadership team[191](index=191&type=chunk)[192](index=192&type=chunk)[193](index=193&type=chunk) [Results of Operations](index=39&type=section&id=Results%20of%20Operations) Comparison of Results for the Three Months Ended March 31 | Metric | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | General and administrative expenses | (552,947) | (14,090,612) | 13,537,665 | (96.1)% | | **Net loss** | **(577,023)** | **(14,269,147)** | **13,692,124** | **(96.0)%** | Comparison of Results for the Six Months Ended March 31 | Metric | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | General and administrative expenses | (1,205,005) | (14,316,022) | 13,111,017 | (91.6)% | | **Net loss** | **(1,266,178)** | **(14,674,276)** | **13,408,098** | **(91.4)%** | - The substantial decrease in net loss for both the three and six-month periods was primarily driven by a one-time **$13.8 million** provision for a management bonus related to the business combination, which was recorded in the 2024 period[200](index=200&type=chunk)[206](index=206&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) - As of March 31, 2025, the company has an accumulated deficit of **$27.1 million** and is a pre-revenue organization, raising significant uncertainty about its ability to meet the going concern assumption beyond the next 12 months without additional capital[211](index=211&type=chunk) - Net cash used in operating activities was approximately **$1.1 million** for the six months ended March 31, 2025, primarily due to the net loss[215](index=215&type=chunk) - Financing activities provided approximately **$1.1 million** in cash for the six months ended March 31, 2025, mainly from the issuance of ordinary shares[218](index=218&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section was listed in the table of contents, but no substantive content was provided in the report [Item 4. Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of the end of the reporting period. Material weaknesses were identified in internal control over financial reporting, citing a lack of comprehensive written policies, insufficient segregation of duties due to limited personnel, and inadequate US GAAP expertise. Management intends to implement remediation steps, including hiring an external reviewer and enhancing the board's composition - Management concluded that the company's disclosure controls and procedures were **not effective** as of the end of the period covered by the report[224](index=224&type=chunk) - Material weaknesses were identified in internal control over financial reporting. Key issues include a lack of comprehensive written policies, insufficient segregation of duties, and inadequate US GAAP expertise[228](index=228&type=chunk) - Remediation plans include hiring an external internal control reviewer, enhancing the board's size and composition, and consulting with third-party professionals on complex accounting matters[229](index=229&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are currently no pending claims or actions that could have a material adverse effect on its financial condition or results of operations - Management believes there are currently no pending legal claims or actions that would have a material adverse effect on the company[234](index=234&type=chunk) [Item 1A. Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K filed with the SEC on July 15, 2025 - As of the date of this report, there have been no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K[235](index=235&type=chunk) [Item 5. Other Information](index=45&type=section&id=Item%205.%20Other%20Information) On May 15, 2025, the company entered into a Warrant Subscription Agreement to issue 20,000,000 warrants to purchase up to 200,000,000 Class A ordinary shares. Additionally, the company has reserved 14,903,075 Class A ordinary shares for issuance under its 2023 Omnibus Equity Incentive Plan - On May 15, 2025, the company issued **20,000,000 warrants** to purchase up to **200,000,000 Class A ordinary shares** at an exercise price of **$0.055**[237](index=237&type=chunk) - A total of **14,903,075 Class A ordinary shares** have been reserved for issuance under the 2023 Omnibus Equity Incentive Plan, which was approved by shareholders on February 28, 2024[237](index=237&type=chunk) [Item 6. Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Quarterly Report, including the Share Purchase Agreement, Amended and Restated Memorandum of Association, a Warrant Agreement, and officer certifications

Core Viewpoint - Graphjet Technology has announced a share consolidation at a ratio of 1-for-60, effective August 25, 2025, to increase the trading price of its ordinary shares to meet Nasdaq's listing requirements [1][6]. Group 1: Share Consolidation Details - The share consolidation will automatically combine every 60 ordinary shares into one ordinary share, with no effect on shareholders' percentage ownership, except for fractional shares [3][6]. - The par value of the ordinary shares will be increased from $0.0001 to $0.006 per share as part of the consolidation [1]. - The new CUSIP number for the ordinary shares post-consolidation will be G30449139 [2]. Group 2: Implementation and Process - The share consolidation will take effect at 12:01 a.m. Eastern Time on August 25, 2025, with trading on a split-adjusted basis commencing at the market open on the same day [2]. - Continental Stock Transfer & Trust Company will act as the exchange agent for the share consolidation, automatically adjusting positions for shareholders holding shares electronically [5]. - Fractional shares resulting from the consolidation will be rounded up to the nearest whole share, ensuring no fractional shares are issued [4]. Group 3: Company Background - Graphjet Technology, founded in 2019 in Malaysia, specializes in producing graphene and graphite using patented technology that recycles palm kernel shells [8]. - The company's sustainable production methods aim to transform the global graphite and graphene supply chain by utilizing waste agricultural products [8].

Core Viewpoint - Graphjet Technology's shareholders have approved a share consolidation proposal, reflecting confidence in the company's plans to comply with Nasdaq requirements [1][4]. Group 1: Share Consolidation Details - The approved proposal allows the Board to consolidate shares at a ratio between 1-for-50 and 1-for-150, with a final ratio of 1-for-60 being set by the Board [2]. - The company plans to file Amended and Restated Memorandum and Articles of Association in the Cayman Islands once the effective date of the share consolidation is determined [3]. Group 2: Compliance and Financial Reporting - The approval indicates shareholders' confidence in the company's strategy to regain compliance with Nasdaq [4]. - The company has filed its Form 10-Q for December 31, 2024, and is working on the Form 10-Q for March 31, 2025, aiming to meet the September 15, 2025 deadline set by Nasdaq [5]. Group 3: Company Background - Graphjet Technology, founded in 2019 in Malaysia, specializes in producing graphene and graphite using patented technology that recycles palm kernel shells [6]. - The company's sustainable production methods aim to transform the global graphite and graphene supply chain [6].

Summary of Graphjet Technology (GTI) Extraordinary General Meeting Company Overview - **Company**: Graphjet Technology (GTI) - **Event**: 2025 Extraordinary General Meeting - **Date**: August 07, 2025 Key Points Industry and Company Context - The meeting was presided over by Chris Lai, the CEO and CFO of Graphjet Technology, indicating a leadership presence and engagement with shareholders [2][3] Voting and Shareholder Participation - A total of 148,037,022 shares were entitled to vote, with 85,436,163 shares (57.713%) present virtually or represented by proxy, demonstrating significant shareholder engagement [5] Share Capital Reorganization - A proposal was made to redesignate and reclassify the company's authorized share capital, which includes: - 479,000,000 Class A ordinary shares at $0.0001 per share - 20,000,000 Class B ordinary shares at $0.001 per share - 1,000,000 preference shares at $0.0001 per share - The proposal aims to consolidate Class A ordinary shares at a ratio between 1:450 and 1:400, effective on or before August 13, 2025 [6][8] Share Consolidation Details - Post-consolidation, shareholders holding between 50 to 150 odd new Class A ordinary shares will hold one new Class A ordinary share with a par value ranging from $0.005 to $0.015 [8] - Any fractional shares resulting from the consolidation will be rounded up to the nearest whole share, ensuring no shareholder is left with fractional entitlements [9] Charter Amendment Proposal - Following the share reorganization, a proposal was made to adopt amended and restated memorandum and articles of association to reflect the changes in share capital and consolidation [10] Voting Results - Preliminary results indicated that at least two-thirds of votes cast by shareholders present and eligible to vote approved: - The share capital reorganization proposal - The share consolidation proposal - The charter amendment proposal [12] Conclusion of Meeting - The meeting concluded with the approval of all proposals, and the inspector of election was directed to submit a final report on the voting outcomes [13] Additional Important Information - The meeting was conducted virtually, reflecting a modern approach to shareholder engagement and participation [2][3] - The presence of legal counsel and board members indicates a structured and compliant approach to corporate governance [3]

Core Insights - Graphjet Technology received a visit from management executives of a leading South Korean conglomerate, marking a significant step towards potential supply agreements in the battery materials sector [1][4] - The South Korean group reported consolidated revenues of KRW72.688 trillion (USD 52.6 billion) in 2024, with a focus on high-growth sectors such as lithium extraction and carbon-neutral technologies [2] - Discussions during the visit centered on Graphjet's graphite materials, clean energy integration, and next-generation battery development [3] Company Overview - Graphjet Technology, founded in 2019 in Malaysia, specializes in producing graphene and graphite using patented technology that recycles palm kernel shells [4] - The company's sustainable production methods aim to transform the global graphite and graphene supply chain [4] Industry Context - The South Korean conglomerate is recognized as an emerging leader in the battery materials industry, with a strategic roadmap focused on energy transition and sustainability [2] - The visit opens opportunities for Graphjet to supply products to major battery manufacturers and AI chip producers in Asia and North America [4]