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]

Company Overview - Graphjet Technology is an innovative producer of graphene and graphite, founded in 2019 in Malaysia, utilizing patented technology to recycle palm kernel shells into single-layer graphene and artificial graphite [5] Recent Developments - The company successfully received new machinery and equipment at its factory in Malaysia, which is expected to enhance production capabilities significantly [1][2] - A specialist from the supplier is on-site to install and commission the new equipment, with installation expected to be completed within a week [2] Production Capacity and Market Demand - The new machinery is projected to increase production capacity by approximately seven times, aligning with the growing demand for graphite and graphene, particularly in the semiconductor industry [4] - The expansion of advanced semiconductor manufacturing, driven by the demand for specialized chips, presents a favorable market environment for Graphjet [3][4] Strategic Positioning - Graphjet's sustainable production methods using agricultural waste position the company to potentially transform the global graphite and graphene supply chain [5]

Industry Insights - The semiconductor manufacturing industry in the United States is experiencing significant expansion, particularly in the production of AI chips, driven by investments from various chip manufacturers [1][3]. - Taiwan Semiconductor Manufacturing Company (TSMC) plans to invest an additional $100 billion in advanced semiconductor manufacturing in the U.S., while Nvidia is establishing supercomputer manufacturing plants in Texas to meet the surging demand for specialized chips [3]. Company Developments - Graphjet Technology is positioned to benefit from the growth in AI chip production, as graphite and graphene are essential materials in semiconductor manufacturing processes that require high temperature and precise control [4]. - The company is planning to expand its operations by building a production plant in Nevada, capitalizing on the current growth in the semiconductor industry [4]. - Graphjet has begun generating revenue and is experiencing increased interest in its products, evidenced by a growing number of visits from corporate representatives and requests for samples [4]. Company Background - Graphjet Technology, founded in 2019 in Malaysia, specializes in producing graphene and graphite using patented technology that recycles palm kernel shells, a waste product from palm seed oil production [5]. - The company's sustainable production methods aim to transform the global supply chain for graphite and graphene [5].

Company Overview - Graphjet Technology has received a decision letter from the Nasdaq Hearings Panel allowing it to continue its listing on Nasdaq, contingent upon compliance with specific listing rules by set deadlines [1][2][3] - The company specializes in producing graphene and graphite from agricultural waste, specifically palm kernel shells, utilizing patented technology [7] Compliance and Regulatory Requirements - The company must demonstrate compliance with the Bid Price Rule by August 29, 2025, and the Periodic Filing Rule by September 15, 2025 [2] - An update on the company's fundraising plans is required by September 30, 2025 [2][3] Market Opportunities - Graphjet is positioned to benefit from China's export restrictions on graphite and increased tariffs on graphite imports to the US, leading to a global shortage of graphite [5] - The company’s production method, which uses recycled agricultural waste, allows it to provide an alternative source of graphite for electric vehicle batteries [5] Expansion Plans - The company plans to build a manufacturing plant in Nevada, which is expected to create new job opportunities and support the electric vehicle market amid graphite supply shortages [6]

Company Overview - Graphjet Technology has received a decision letter from the Nasdaq Hearings Panel allowing it to continue its listing on Nasdaq, contingent upon compliance with specific listing rules by set deadlines [1][2][3] - The company specializes in producing graphene and graphite from agricultural waste, specifically palm kernel shells, which positions it uniquely in the market [7] Compliance and Regulatory Conditions - The company must demonstrate compliance with the Bid Price Rule by August 29, 2025, and the Periodic Filing Rule by September 15, 2025 [2] - An update on the company's fundraising plans is required by September 30, 2025 [2][3] Market Opportunities - Graphjet is positioned to benefit from China's export restrictions on graphite and increased tariffs on graphite imports to the US, leading to a global shortage of graphite [5] - The company's production method utilizes recycled materials, making it a sustainable alternative for electric vehicle battery production [5] Expansion Plans - The company plans to build a manufacturing plant in Nevada, which is expected to create new job opportunities and support the electric vehicle market amid graphite supply shortages [6]

Core Insights - Graphjet Technology has engaged with a Japanese trading company to discuss sustainable graphite materials, indicating a growing interest in green technologies within the industry [1][2][4] Company Overview - Graphjet Technology, founded in 2019 in Malaysia, specializes in producing graphene and graphite using a patented process that recycles palm kernel shells, a waste product from palm oil production [6] - The company aims to revolutionize the graphite and graphene supply chain globally through its sustainable production methods [6] Industry Context - The Japanese trading company involved in the discussions has a significant presence in various sectors, including aerospace and chemicals, with an annual revenue of approximately ¥30 billion (around $273 million) [3] - This collaboration aligns with global decarbonization efforts and the push for green manufacturing practices, highlighting the industry's shift towards sustainability [2][5] Future Collaboration - The visit by the Japanese delegation included a tour of Graphjet's R&D facilities, emphasizing the potential for future partnerships in sustainable graphite production [4] - Graphjet's commitment to advancing green innovation positions it favorably within the evolving market landscape [5]