Core Insights - Graphjet Technology is set to receive new equipment and machinery in Malaysia, which is expected to significantly enhance production capacity and capabilities [1][2] - The new equipment can produce approximately seven times more than the existing machinery, improving both the quantity and quality of graphite produced [2] - The company aims to meet the growing demand for environmentally friendly graphite, particularly for applications in EV batteries and semiconductors [3] Company Overview - Graphjet Technology, founded in 2019 in Malaysia, specializes in producing graphene and graphite from agricultural waste, specifically palm kernel shells [4] - The company holds a patented technology that recycles palm kernel shells, positioning itself as a sustainable player in the graphite and graphene supply chain [4]

Core Insights - Graphjet Technology, a developer of patented technologies for producing graphite and graphene from agricultural waste, is currently undergoing a hearing with the Hearing Panel regarding its compliance with Nasdaq listing requirements [1][3] - CEO Chris Lai has committed to filing the Company's Forms 10Q for the periods ending December 31, 2024, March 31, 2025, and June 30, 2025 by mid-September 2025 [2] - The Hearing Panel is expected to make a decision on the Company's continued listing within two weeks following the hearing [3] Company Overview - Graphjet Technology Sdn. Bhd. was founded in 2019 in Malaysia and is recognized for its innovative approach to producing graphene and graphite [4] - The Company utilizes a patented technology to recycle palm kernel shells, a waste product from palm seed oil production, to create single-layer graphene and artificial graphite [4] - Graphjet's sustainable production methods aim to transform the global graphite and graphene supply chain [4]

Core Viewpoint - Graphjet Technology is undergoing significant changes, including a new controlling shareholder and plans to address Nasdaq compliance issues, which are crucial for the company's future growth and funding opportunities [2][3][4]. Group 1: Shareholder Changes and Funding - The new controlling shareholder, Mr. Aiden Lee, has contributed funds to facilitate the company's transformation and complete its audit for the fiscal year ending September 30, 2024 [2]. - The company is in discussions with several parties interested in funding, which will help in expanding its capacity and capabilities [6]. Group 2: Nasdaq Compliance and Hearings - Graphjet is actively working to resolve non-compliance with Nasdaq listing requirements and has engaged an experienced accounting firm to assist in completing the Form 10Qs for December 31, 2024, and March 31, 2025 [3]. - A hearing before the Nasdaq Hearings Panel is scheduled for July 17, 2025, where the company will appeal the delisting determination [4]. Group 3: Shareholders' Meeting and Reverse Split - A shareholders' meeting is set for July 30, 2025, to discuss a reverse split exercise aimed at meeting minimum price bids [5]. - The company is confident in securing shareholder approval for the reverse split, which is essential for compliance with Nasdaq requirements [5]. Group 4: Business Model and Technology - Graphjet Technology specializes in producing graphite and graphene from agricultural waste, specifically palm kernel shells, utilizing patented technology [8]. - The company's sustainable production methods are expected to transform the global graphite and graphene supply chain [8].

Company Overview - Graphjet Technology is a leading developer of patented technologies to produce graphite and graphene directly from agricultural waste, specifically palm kernel shells [1][2] - The company was founded in 2019 in Malaysia and has developed the world's first patented technology for recycling palm kernel shells generated in palm seed oil production [2] Recent Developments - Graphjet has filed its Annual Report on Form 10-K for the year ended September 30, 2024, and is working with accountants and auditors to finalize its Quarterly Reports on Form 10-Q [1] - The company is focused on bringing itself back to full compliance with regulatory requirements [1] Industry Impact - Graphjet's sustainable production methods utilizing agricultural waste are expected to shift the graphite and graphene supply chain globally [2]

[PART I](index=4&type=section&id=PART%20I) [Item 1. Business](index=9&type=section&id=Item%201.%20Business) Graphjet Technology produces artificial graphene and graphite from palm kernel shells using patented technology, targeting the EV battery market as a pre-revenue company - Graphjet's core business is based on a patented technology that converts palm kernel shells, an abundant agricultural waste product, into high-value artificial graphene and graphite[31](index=31&type=chunk) - The company's manufacturing process is designed to be more cost-effective and produce higher quality products compared to traditional methods using mined graphite or petroleum-based sources. It can produce graphite at **approximately $4,500 per ton** and graphene at a price **80-90% below** the current market rate[32](index=32&type=chunk)[47](index=47&type=chunk)[60](index=60&type=chunk) - Graphjet has an executed supply agreement with Toyoda worth **$30 million annually**. However, no revenue was generated in 2023, as the company is still working to complete its production facility in Malaysia[40](index=40&type=chunk)[52](index=52&type=chunk) - The company is in a pre-revenue stage and plans to construct its first major production facility in Malaysia, with an additional plant planned for Nevada to serve the U.S. EV market. The Nevada plant is expected to produce **10,000 metric tons** of battery-grade graphite annually[39](index=39&type=chunk)[53](index=53&type=chunk)[66](index=66&type=chunk) Projected Market Growth | Market | 2023/2024 Value | 2030/2031 Projected Value | CAGR | Source Chunk | | :--- | :--- | :--- | :--- | :--- | | Global Graphite Market | $15.67B (2021) | $36.40B (2030) | 15.1% | 35 | | Global Graphene Market | $1.53B (2023) | $8.58B (2031) | 24.0% | 35 | [Item 1A. Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including limited operating history, substantial net losses, going concern doubts, supply chain dependence, and Nasdaq non-compliance issues - The company has a limited operating history, has not recorded any revenue, and incurred a net loss of **approximately $17.8 million** for the fiscal year ended September 30, 2024. Its independent auditor has expressed substantial doubt about its ability to continue as a "going concern"[71](index=71&type=chunk)[72](index=72&type=chunk) - The company has received multiple non-compliance notices from Nasdaq regarding late filings, failure to maintain minimum bid price, minimum market value of listed securities (MVLS), and minimum market value of publicly held shares (MVPHS). These issues create a significant risk of the company's securities being delisted from the exchange[170](index=170&type=chunk)[171](index=171&type=chunk)[173](index=173&type=chunk) - The company restated its FY2023 financial statements due to an incorrect accounting treatment of an intellectual property acquisition from a former officer. This error and the resulting material weakness in internal controls could erode investor confidence and lead to litigation[179](index=179&type=chunk)[180](index=180&type=chunk)[182](index=182&type=chunk) - Business success is heavily dependent on the palm oil industry for the supply of palm kernel shells. Fluctuations in this industry, including price volatility and supply disruptions, could materially harm business operations[119](index=119&type=chunk) - The company faces intense competition in the graphite and graphene industry based on price, quality, and innovation. It also faces risks related to protecting its intellectual property, as its patent applications may not be granted or may be challenged[76](index=76&type=chunk)[96](index=96&type=chunk) [Item 1B. Unresolved Staff Comments](index=39&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments - Not applicable[184](index=184&type=chunk) [Item 1C. Cybersecurity](index=40&type=section&id=Item%201C.%20Cybersecurity) The company is developing its cybersecurity risk management program with Board oversight, engaging experts, and has not experienced material incidents - The Board of Directors delegates cybersecurity risk oversight to the Audit Committee[189](index=189&type=chunk) - The company is developing its risk management program and intends to engage external experts for evaluation and testing[186](index=186&type=chunk)[187](index=187&type=chunk) - The company has not encountered any cybersecurity challenges that have materially impaired its operations or financial standing[188](index=188&type=chunk) [Item 2. Properties](index=41&type=section&id=Item%202.%20Properties) The company's main offices are in Malaysia, with plans for primary manufacturing plants in Malaysia and Nevada - The company's main office is located at Lot 3895, Lorong 6D, Kampung Baru Subang, Seksyen U6, 40150 Shah Alam, Selangor, Malaysia[190](index=190&type=chunk) - A commercial artificial graphite production facility is planned for Nevada, with a projected capacity to produce **10,000 metric tons** of battery-grade graphite per year[66](index=66&type=chunk) [Item 3. Legal Proceedings](index=41&type=section&id=Item%203.%20Legal%20Proceedings) The company reports that it is not currently involved in any legal proceedings that are expected to have a material adverse effect on its financial condition, results of operations, or cash flows - Management believes there are currently no pending claims or actions that could have a material adverse effect on the company[191](index=191&type=chunk) [Item 4. Mine Safety Disclosures](index=41&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[192](index=192&type=chunk) [PART II](index=42&type=section&id=PART%20II) [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=42&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Graphjet's Class A shares trade on Nasdaq, with no dividends planned, and an equity incentive plan approved, alongside recent warrant issuances - The company's Class A ordinary shares trade on the Nasdaq Global Market under the symbol 'GTI'[195](index=195&type=chunk) - No cash dividends have been paid to date, and future dividends are not anticipated as earnings will be retained for growth[197](index=197&type=chunk) - The company has reserved **14,903,075 Class A ordinary shares** for issuance under its 2023 Omnibus Equity Incentive Plan[198](index=198&type=chunk) - On May 15, 2025, the company issued **20,000,000 warrants** to Aiden Lee Ping Wei to purchase up to **200,000,000 Class A ordinary shares** at an exercise price of **$0.055**[199](index=199&type=chunk) [Item 6. [Reserved]](index=43&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a pre-revenue entity, the company reported a significant net loss in FY2024, faces going concern doubts due to liquidity issues, but anticipates sufficient capital from recent financing Results of Operations Comparison (Fiscal Years Ended Sep 30) | Metric | 2024 | 2023 | Change (%) | | :--- | :--- | :--- | :--- | | General and administrative expenses | $(17,438,014) | $(1,225,501) | 1,322.9% | | Loss from operations | $(17,438,014) | $(1,225,501) | 1,322.9% | | Net loss | $(17,815,307) | $(1,841,899) | 867.2% | - The significant increase in general and administrative expenses in FY2024 was primarily driven by a one-time provision for a bonus of **$13.8 million** to the senior management team for the successful business combination and corporate listing[260](index=260&type=chunk)[264](index=264&type=chunk) - The company has an accumulated deficit of **$25.8 million** as of September 30, 2024, and has incurred cumulative losses from operations and negative cash flows, raising substantial doubt about its ability to continue as a going concern[267](index=267&type=chunk)[385](index=385&type=chunk) Cash Flow Summary (Fiscal Years Ended Sep 30) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(3,026,529) | $410,323 | | Net cash used in investing activities | $(1,438,033) | $(1,598) | | Net cash provided by (used in) financing activities | $4,706,973 | $(700,810) | - Management believes that recent financing, including a **$2.5 million PIPE investment** and a **$1.4 million fundraising** exercise, will provide sufficient working capital for the next 12 months, despite the going concern uncertainty[268](index=268&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk is minimal, primarily interest rate risk on short-term U.S. government treasury investments - The company's funds are invested in short-term U.S. government treasury bills, notes, or bonds with maturities of 185 days or less, or in money market funds investing in U.S. treasuries[280](index=280&type=chunk) - Due to the short-term nature of these investments, management believes there is no material exposure to interest rate risk[280](index=280&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=56&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited financial statements, highlighting a going concern uncertainty, restated FY2023 financials, and a significant net loss with a shareholders' deficit - The independent auditor's report expresses substantial doubt about the Company's ability to continue as a going concern due to net losses of **$17.8 million** in FY2024 and a working capital deficit of **$19.9 million**[385](index=385&type=chunk) - The FY2023 financial statements were restated to correct errors in the accounting treatment of an intellectual property acquisition from a related party, merger transaction costs, and other items[389](index=389&type=chunk)[519](index=519&type=chunk) Consolidated Balance Sheet Highlights (as of Sep 30, 2024) | Account | Amount (USD) | | :--- | :--- | | Total Current Assets | $577,773 | | Total Assets | $2,171,435 | | Total Current Liabilities | $20,430,159 | | Total Liabilities | $20,430,159 | | Total Shareholders' Deficit | $(18,258,724) | Consolidated Statement of Operations Highlights (Year Ended Sep 30, 2024) | Account | Amount (USD) | | :--- | :--- | | Revenues | $0 | | General and administrative expenses | $17,438,014 | | Net Loss | $(17,815,307) | | Loss per share (Basic & Diluted) | $(0.12) | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=56&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure - None reported[282](index=282&type=chunk) [Item 9A. Controls and Procedures](index=56&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective due to material weaknesses in internal control over financial reporting, with remediation plans underway - Management concluded that disclosure controls and procedures were not effective as of the end of the reporting period[283](index=283&type=chunk) - Material weaknesses were identified in internal control over financial reporting, including: lack of comprehensive written policies, insufficient segregation of duties, and inadequate US GAAP expertise[286](index=286&type=chunk) - Remediation plans include hiring an external internal control reviewer, enhancing the board's composition, and consulting with third-party accounting professionals[287](index=287&type=chunk) [Item 9B. Other Information](index=57&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[290](index=290&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=57&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[291](index=291&type=chunk) [PART III](index=58&type=section&id=PART%20III) [Item 10. Directors, Executive Officers and Corporate Governance](index=58&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's leadership, including the CEO/CFO/Chairman, a five-member board with independent directors, staggered classes, and established committees - Chris Lai Ther Wei holds the combined roles of Chief Executive Officer, Chief Financial Officer, Chairman, and Director[295](index=295&type=chunk) - The Board of Directors is composed of five members and is divided into three staggered classes for three-year terms[300](index=300&type=chunk)[301](index=301&type=chunk) - A majority of the board is independent, with Tan Song Jie, Chen Siow Woon, and Ang Chee Yong qualifying as independent directors under Nasdaq rules[304](index=304&type=chunk) - The Board has established an Audit Committee, a Remuneration Committee, and a Nominating and Corporate Governance Committee, each with a written charter and composed of independent directors[306](index=306&type=chunk) - Tan Song Jie is identified as the Audit Committee Financial Expert[310](index=310&type=chunk) [Item 11. Executive Compensation](index=65&type=section&id=Item%2011.%20Executive%20Compensation) This section details executive and director compensation, including the CEO's package and the 2023 Omnibus Equity Incentive Plan for share-based awards CEO Compensation Package | Component | Amount (Malaysian Ringgit) | | :--- | :--- | | Annual Base Salary | RM 300,000 | | Annual Allowance | RM 400,000 | | Company Shares | RM 500,000 worth | - Non-employee directors receive compensation of **RM 2,500 per month** for their service on the Board[331](index=331&type=chunk) - The Equity Incentive Plan reserves **14,903,075 Class A Ordinary Shares**, representing **10% of the fully diluted shares** post-business combination, for equity-based awards[333](index=333&type=chunk)[337](index=337&type=chunk) - The plan allows for various types of awards, including stock options (ISOs and NSOs), restricted stock units (RSUs), and performance shares, to be administered by the remuneration committee[340](index=340&type=chunk)[344](index=344&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=70&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details beneficial ownership, showing high concentration with Aiden Lee Ping Wei holding approximately 68% of outstanding Class A shares Beneficial Ownership (as of July 11, 2025) | Name of Beneficial Owner | Number of Shares Beneficially Owned | % of Class | | :--- | :--- | :--- | | **Directors and Named Executive Officers** | | | | Chris Lai Ther Wei | — | — | | Tan Song Jie | — | — | | Ang Chee Yong | — | — | | Chen Siow Woon | — | — | | Pwa Yee Guo | — | — | | **Greater than 5% Holders** | | | | Aiden Lee Ping Wei | 100,789,569 | 68% | - Ownership percentage is based on **148,037,022 Class A ordinary shares** outstanding as of July 11, 2025[357](index=357&type=chunk) - Aiden Lee Ping Wei's beneficial ownership includes **71,789,569 shares** of Class A ordinary shares and **29,000,000 shares** issuable upon the exercise of warrants[367](index=367&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=71&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company engaged in significant related party transactions, including an IP acquisition from a former officer, with formal committee oversight for approval - Graphjet purchased the process for producing palm-based graphene from Liu Yu, a related party, for **RM 29,000,000 (approx. $6.3 million)**. This transaction was central to the restatement of the company's financial statements[365](index=365&type=chunk)[473](index=473&type=chunk) - The company entered into a commission processing contract and a tenancy agreement with ZhongHe Industries Sdn. Bhd., an entity where Liu Yu is a shareholder and director[363](index=363&type=chunk)[366](index=366&type=chunk) - The company's Nominating and Corporate Governance Committee is responsible for reviewing and approving all related party transactions to ensure they are on terms no less favorable than those available from unaffiliated third parties[368](index=368&type=chunk) [Item 14. Principal Accountant Fees and Services](index=72&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section summarizes fees paid to independent accountants for audit and other services, with all engagements subject to Audit Committee pre-approval Accountant Fees Summary | Service | FY 2024 Fees | FY 2023 Fees | | :--- | :--- | :--- | | Audit Fees | $403,943 (Kreit & Chiu) + $65,000 (Adeptus) | $135,000 (Adeptus) | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | - The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm[375](index=375&type=chunk) [PART IV](index=73&type=section&id=PART%20IV) [Item 15. Exhibits and Financial Statement Schedules](index=73&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including key agreements, corporate documents, and an index to financial statements - Provides an index to the Consolidated Financial Statements, which begin on page F-1 of the filing[378](index=378&type=chunk)[379](index=379&type=chunk) - Lists key exhibits filed with the report, including the Share Purchase Agreement (Exhibit 2.1), Amended and Restated Memorandum of Association (Exhibit 3.1), and the Equity Incentive Plan (Exhibit 10.2)[382](index=382&type=chunk) [Item 16. Form 10-K Summary](index=107&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is noted as 'None', indicating no summary is provided in this section of the report - None[529](index=529&type=chunk)

Company Overview - Graphjet transforms palm kernel shells into high-quality artificial graphite and graphene materials[9] - The company's proprietary manufacturing technology reduces carbon footprint by up to 83% and costs by up to 80%[10, 14] - Commercial scale production began in November 2024 in Malaysia[9, 22] Market Opportunity - The global graphite market was $17.5 billion in 2022 and is projected to reach $25 billion in 2027, with a CAGR of 7.3%[14] - The global graphite market is anticipated to grow from US$22B up to US$50B at an 8.5% CAGR from 2021 to 2031[41] - The global EV market is forecasted to grow at an estimated 29% CAGR from 2020 to 2030[43] Competitive Advantages - Palm kernel shell graphene production reduces carbon emissions by up to 83% compared to competitors[14, 37] - Graphjet's direct material cost for graphene is $3,498 per ton, significantly lower than the market price of $6,000 to $10,000 per ton for mineral graphene[36] - Graphjet's palm kernel shell graphite is cost-effective at $4,545 per ton, compared to $8,000 to $11,000 per ton for mineral graphite and $20,000 per ton for artificial coal/petroleum-based graphite[36] Strategic Positioning - Malaysia generates approximately 5 million tons of palm kernel shells annually, providing a sustainable source for graphite and graphene production[23, 35] - China holds 74% of the total supply chain for graphite anodes[48]

Core Points - Graphjet Technology received a letter from Nasdaq on June 12, 2025, indicating that the suspension of trading for its Class A Ordinary Shares has been stayed pending a final decision by the Nasdaq Hearing Panel [1] - The hearing is scheduled for July 17, 2025, allowing the company's shares to continue trading on Nasdaq until that date [1] - The company was previously notified on June 4, 2025, that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) due to delays in filing its Annual Report for the period ended September 30, 2024, and Quarterly Reports for the periods ended December 31, 2024, and March 31, 2025 [2] Company Overview - Graphjet Technology, founded in 2019 in Malaysia, specializes in producing graphene and graphite from agricultural waste, specifically palm kernel shells [4] - The company claims to have the world's first patented technology for recycling palm kernel shells into single-layer graphene and artificial graphite [4] - Graphjet's sustainable production methods aim to transform the global graphite and graphene supply chain [4]

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Company Overview - Graphjet Technology is a leading developer of patented technologies to produce graphite and graphene from agricultural waste, specifically palm kernel shells [2][4] - The company was founded in 2019 in Malaysia and has developed the world's first patented technology for recycling palm kernel shells into single-layer graphene and artificial graphite [4] Financial Reporting - The company is finalizing its financial statements for the fiscal year ended December 31, 2024, and aims to file its Annual Report on Form 10-K by the end of June 2025 [2][3] - Graphjet Technology is working closely with its independent registered public accounting firm to ensure the audit of the financial statements is completed expediently [3] Management and Leadership - Aiden Lee, a founder of the company, has recently increased his stake and expressed confidence in the new board of directors, which comprises various professionals with the necessary experience to guide the company forward [4]

Core Points - Graphjet Technology received a notice from Nasdaq regarding non-compliance due to delays in filing its Quarterly Report on Form 10-K and Annual Report on Form 10-Q [1][2] - The company has until April 29, 2025, to submit a plan to regain compliance, with a potential extension until July 14, 2025, if the plan is accepted [2] - Graphjet is actively working to complete the required filings [3] Company Overview - Graphjet Technology, founded in 2019 in Malaysia, specializes in producing graphene and graphite from agricultural waste, specifically palm kernel shells [4] - The company holds the world's first patented technology for recycling palm kernel shells into single-layer graphene and artificial graphite [4] - Graphjet aims to transform the graphite and graphene supply chain through sustainable production methods [4]