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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
(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 of Shareholders (the “EGM”)
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 “Definitive Proxy”), which was later adjourned to August 1, 2025.
On
July 31, 2025, the Company determined to adjourn the EGM to August 5, 2025. The adjournment was made in order to allow additional time
for shareholders to vote on all proposals described in the Definitive Proxy.
The
reconvened EGM will now be held on August 5, 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 Definitive Proxy 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.
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: July 31, 2025 |
By: |
/s/
Chris Lai |
| |
Name: |
Chris Lai |
| |
Title: |
Chief Executive Officer |
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