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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 31, 2025
Graphjet Technology
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-41070 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
Lot 3895, Lorong 6D, Kampung Baru Subang
Seksyen U6, 40150 Shah Alam
Selangor, Malaysia
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: +60 016 310 0895
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A ordinary shares, par value $0.0001 per share |
|
GTI |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07 Submission of Matters to a Vote of
Security Holders.
Graphjet Technology (the “Company”)
previously scheduled an extraordinary general meeting (the “EGM”) of the shareholders (the “Shareholders”)
of the Company, to be held on July 30, 2025, at 9:00 a.m. Eastern Time, to be conducted via live webcast at https://www.cstproxy.com/graphjettech/2025
and telephone access, as disclosed in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission
on July 11, 2025 (the “Proxy Statement”), which was later adjourned to August 1, 2025, and then to August 5, 2025.
On August 4, 2025, the Company determined to adjourn
the EGM to August 7, 2025. The adjournment was made in order to allow additional time for shareholders to vote on all proposals described
in the Proxy Statement.
The reconvened EGM will now be held on August
7, 2025, at 9:00 a.m. Eastern Time. The record date for the EGM remains July 3, 2025, and all proposals and materials previously described
in the Proxy Statement remain unchanged.
Shareholders who have already submitted proxies
or voted do not need to take any further action unless they wish to change their vote. Proxies previously submitted will be voted at the
reconvened EGM unless properly revoked.
Item 8.01. Other Events.
As mentioned above, on July 11, 2025, the Company
filed the Proxy Statement setting forth the proposals to be considered and voted upon by the Shareholders at the EGM. One of the proposals
in the Proxy Statement seeks to obtain approval from the Shareholders to effect the consolidation of every issued and unissued ordinary
share, par value $0.0001 per share, of the Company, at a ratio within a range of not less than 1-for-50 and not greater than 1-for-150 (the
“Share Consolidation”), with the exact ratio to be determined by further action at the discretion of the Company’s
board of directors (the “Board”).
The Proxy Statement further indicated that, subject
to approval by the Shareholders, the Share Consolidation was expected to become effective on or prior to August 13, 2025 (the “Effective
Date”). However, as previously disclosed, the EGM was adjourned from July 30, 2025 to August 7, 2025, and therefore the Effective
Date is no longer applicable.
The Company intends to implement the Share Consolidation,
if approved by the Shareholders, following the reconvened EGM, subject to the Board’s discretion and final determination of the
timing. A revised effective date will be announced in a subsequent filing.
Cautionary Statement Regarding Forward-Looking
Statements
The information in this Current Report on Form
8-K contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“aim,” “future,” “opportunity,” “plan,” “may,” “should,” “will,”
“would,” “will be,” “will continue,” “will likely result” and similar expressions, but
the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections
and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks
and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely
on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially
from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) changes in the markets in which
the Company competes, including with respect to its competitive landscape, technology evolution or regulatory changes; (ii) the risk that
the Company will need to raise additional capital to execute its business plans, which may not be available on acceptable terms or at
all; (iii) The Company is beginning the commercialization of its technology and it may not have an accurate estimate of future capital
expenditures and future revenue; (iv) statements regarding the Company’s industry and market size; (v) financial condition and performance
of the Company, including the anticipated benefits, the implied enterprise value, the financial condition, liquidity, results of operations,
the products, the expected future performance and market opportunities of the Company; (vi) The Company’s ability to develop and
manufacture its graphene and graphite products; (vii) The Company’s ability to return to and maintain compliance with Nasdaq continued
listing standards; and (viii) those factors discussed in our filings with the SEC. You should carefully consider the foregoing factors
and the other risks and uncertainties that will be described in the “Risk Factors” section of the documents to be filed by
the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put undue reliance on forward- looking statements, and while the Company
may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these
forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law. The
Company does not give any assurance that it will achieve its expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish a copy any of the omitted exhibits or schedules upon request by the SEC. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
GRAPHJET TECHNOLOGY |
| |
|
| Date: August 5, 2025 |
By: |
/s/
Chris Lai |
| |
Name: |
Chris Lai |
| |
Title: |
Chief Executive Officer |
