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

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

Financial Performance - Graphjet Technology reported a net loss of $2,139,000 for the three months ended June 30, 2024, compared to a net loss of $433,000 for the same period in 2023, representing a 394% increase in losses [106]. - Total operating expenses increased to $2,133,000 for the three months ended June 30, 2024, up 400% from $427,000 in the same period in 2023 [106]. - General and administrative expenses increased from $427 in Q2 2023 to $2,133 in Q2 2024, a 400% increase [108]. - Net loss for Q2 2024 was $2,139, up from $433 in Q2 2023, representing a 394% increase [109]. - For the nine months ended June 30, 2024, general and administrative expenses rose to $14,139 from $1,411 in the same period of 2023, a 902% increase [113]. - The net loss for the nine months ended June 30, 2024 was $14,157, compared to $1,429 in the same period of 2023, an 891% increase [114]. - Cash used in operating activities for the nine months ended June 30, 2024 was approximately $4,346, compared to $217 in the same period of 2023, a variance of 1,903% [115]. - Cash used in investing activities during the nine months ended June 30, 2024 was approximately $1,272, while there were no investing activities in the same period of 2023 [119]. - Cash provided by financing activities for the nine months ended June 30, 2024 was $5,705, with no financing activities reported in the same period of 2023 [120]. - The company has incurred cumulative losses from operations totaling $17.4 million as of June 30, 2024 [127]. Production and Operations - The company plans to start production in August 2024, with an estimated output of 250 tons of graphite per month at full capacity [86]. - Graphjet Technology has not had any sales to date but intends to sample its products to multinational companies for market acceptance [85]. - The company has deferred plans to open its manufacturing plant in Kuantan due to challenging economic conditions [86]. - Graphjet Technology's production process utilizes palm kernel shells, which are currently facing price increases due to high demand [94]. - The qualification process for products typically takes 12 to 18 months, involving thorough testing and compliance checks [104]. Market and Strategic Positioning - Graphite pricing has declined following China's ban on graphite exports, which could adversely affect the company's financial condition [93]. - The company has a patent on its biomass process for graphite production and a pending patent for graphene, positioning it as a unique producer in the market [83]. - Graphjet Technology is actively diversifying its sourcing to mitigate risks associated with the US-China trade war and geopolitical tensions [96]. Financial Outlook - The company expects sufficient working capital for 9-12 months following the completion of the Business Combination and a $2,500,000 PIPE Investment [123]. - The company has no off-balance sheet arrangements as of June 30, 2024 [125].

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

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

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

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

Financial Performance - For the three months ended March 31, 2024, total operating expenses increased to $11,588, a 1,656% increase from $660 in the same period in 2023[87] - The net loss for the three months ended March 31, 2024, was $11,594, representing a 1,641% increase from a net loss of $666 in the same period in 2023[89] - For the six months ended March 31, 2024, total operating expenses rose to $12,006, a 1,120% increase from $984 in the same period in 2023[91] - The net loss for the six months ended March 31, 2024, was $12,018, reflecting a 1,107% increase from a net loss of $996 in the same period in 2023[93] - Graphjet Technology has incurred cumulative losses from operations totaling $15.3 million as of March 31, 2024[106] Business Operations - Graphjet Technology has not had any sales of its products to date but plans to sample its products to multinational companies for market acceptance[75] - The company aims to be a low-cost producer of high-quality artificial graphite and graphene, utilizing a patented biomass process[73] - Graphjet Technology's technology is based on transforming palm kernel shells into artificial graphene and graphite, significantly reducing carbon emissions[72] - The company has a patent granted for palm-based synthetic graphite and a pending patent for palm-based graphene[78] - The business combination with Graphjet Technology Sdn. Bhd. was completed on March 14, 2024, resulting in Energem changing its name to Graphjet Technology[69] Cash Flow and Financing - Cash used in operating activities for the six months ended March 31, 2024, was approximately $3,296, compared to $222 for the same period in 2023, representing a variance of 1,384%[95] - Cash used in investing activities during the six months ended March 31, 2024, was approximately $1,264, while there were no cash used in investing activities in the same period in 2023[98] - Cash provided by financing activities for the six months ended March 31, 2024, was $5,705, compared to $0 in the same period in 2023, indicating a significant increase[99] - The net increase in cash for the six months ended March 31, 2024, was $1,145, a 616% increase from a net decrease of $222 in the same period in 2023[94] - The company expects that the net impact of the Business Combination along with cash balances will be sufficient to fund operations for at least the next 12 months[106] - The company intends to finance future development activities through equity and debt financing, but there is no assurance that additional financing will be available[107] Risks and Uncertainties - The company has limited operating history and is currently in a research and development phase, with significant uncertainty regarding its ability to continue as a going concern[103] - The company is subject to risks from geopolitical tensions, which may affect its ability to procure raw materials and raise equity and debt financing[127] - The unaudited condensed consolidated financial statements do not include any adjustments that might result from the uncertainties related to geopolitical tensions[127] - As of March 31, 2024, the company was not subject to any market or interest rate risk[128] Tax and Regulatory Matters - The company has no unrecognized tax benefits as of March 31, 2024, and its tax provision was zero for the three months ended March 31, 2024[122] - As of March 31, 2024, the company had cash in excess of RM5,155,493, approximately $1,109,216, exceeding FDIC insured limits[125] - There are no potential dilutive securities outstanding for the six months period ended March 31, 2024, resulting in diluted loss per share being the same as basic loss per share[124] - The company has no off-balance sheet arrangements as of March 31, 2024[104]

Production Capacity and Technology - Graphjet Technology has developed a patented biomass process to produce artificial graphite and graphene from palm kernel shells, with a production capacity of 10,000 tons of graphite and 60 tons of graphene annually planned for its facility in Malaysia [20][22][23]. - Malaysia produces approximately 5 million tons of palm kernel shells annually, sufficient to yield about 1.67 tons of graphite and 10,000 tons of graphene [22]. - The company produces artificial graphite and graphene from palm seed kernels, achieving a production cost of approximately $4,500 per ton, significantly cheaper than natural and other artificial graphite sources [32]. - The company can produce graphene at a purity level exceeding 99.99% and sell it at $15 per gram, representing over 80% savings compared to the market price of $167 to $450 per gram [33][31]. - Upon completion of the new facility, the projected annual production capacity will increase to approximately 10,000 to 50,000 tons of graphite and 60 to 200 tons of graphene [41]. Market Dynamics and Demand - The global market cost for natural graphite ranges between $8,000 and $11,000 per ton, while artificial graphite is priced around $20,000 per ton [26][27]. - Over 70% of the graphite used in electric vehicles is currently produced in China, highlighting the need for diversification in graphite production [28]. - The demand for lithium-ion batteries is driving the need for spherical graphite, with each electric vehicle requiring approximately 70 kilograms of graphite [27]. - The company believes it can disrupt the graphite and graphene supply chain by providing an alternative source, reducing dependency on suppliers in China, which currently dominate 92% of the market [53]. Financial Agreements and Revenue - The company executed a supply agreement with Toyoda Trike Inc. for $30 million annually, although no revenue was generated in 2023 due to export restrictions from China [25]. - A supply agreement with Toyoda is expected to generate $30 million in revenue for the company, although no revenue was produced in 2023 due to export restrictions from China [38][48]. Growth Strategy and Challenges - The company has not yet made any sales but plans to sample its products to multinational companies for market acceptance [24]. - Graphjet Technology's ability to maintain its Nasdaq listing and achieve revenue growth is uncertain due to its limited operating history and competitive pressures [16][17]. - The company faces risks related to its growth strategy, including the need for continuous investment in research and development and potential challenges in attracting key personnel [17][18]. - The company aims to differentiate itself through quality, price, and sustainability, with plans to invest in research and development and expand its sales and marketing team [40]. Collaborations and Workforce - The company has established collaborations with several universities for research and development, enhancing its technology for producing high-quality graphite and graphene [44][45]. - The company currently employs 20 staff across various departments and aims to expand its workforce as it grows [55]. - The company plans to open its first manufacturing plant in Kuantan, Malaysia, within the next 18 months, with an estimated construction cost of $400 million [56].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one redeemable warrant ENCPU The Nasdaq Stock Market LLC Class A ordinary shares included as part of the units ENCP The Nasdaq Stock Market LLC Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise p ...