Graphjet Faces Nasdaq Delisting, 'Going Concern' Warning Amid Restructuring

TL;DR

**GTIJF's move to OTC Pink and 'going concern' warning screams high risk; stay away unless you're a speculative gambler.**

AI Summary

GRAPHJET TECHNOLOGY (GTIJF) reported a fiscal year ended September 30, 2025, marked by significant corporate restructuring and a shift in its trading platform. The company, formerly Energem Corp., completed a business combination on March 14, 2024, acquiring Graphjet Technology Sdn. Bhd. and becoming a holding company focused on artificial graphene and graphite manufacturing. On August 25, 2025, a 1-for-60 share consolidation became effective, increasing the par value of ordinary shares from $0.0001 to $0.006. Subsequently, on November 13, 2025, GTIJF's securities were suspended from trading on The Nasdaq Global Market and began trading on the OTC Markets Pink Limited under the ticker symbol "GTIJF." As of March 31, 2025, the aggregate market value of Class A ordinary shares outstanding was $6.00, with 3,845,062 shares issued and outstanding as of December 23, 2025. The filing highlights a "going concern" explanatory paragraph from its independent registered public accounting firm, indicating substantial doubt about the company's ability to continue operations.

Why It Matters

Graphjet Technology's delisting from Nasdaq to OTC Pink Limited significantly impacts liquidity and investor confidence, making it harder for shareholders to sell shares at a favorable price and potentially limiting future capital raises. The 'going concern' warning from auditors signals severe financial instability, posing a direct threat to the company's long-term viability and the security of employee jobs. In the competitive graphene and graphite industry, this financial distress could hinder Graphjet's ability to invest in crucial R&D and scale production, potentially allowing larger competitors to gain market share. Customers relying on Graphjet's specialized materials face uncertainty regarding supply chain stability.

Risk Assessment

Risk Level: high — The independent registered public accounting firm's report contains an explanatory paragraph expressing "substantial doubt about our ability to continue as a 'going concern'," indicating severe financial instability. Furthermore, the company's securities were suspended from trading on The Nasdaq Global Market on November 13, 2025, and now trade on the OTC Markets Pink Limited, which significantly limits liquidity and increases price volatility, as explicitly stated in the filing.

Analyst Insight

Investors should exercise extreme caution and consider divesting from GTIJF due to the 'going concern' warning and the move to the illiquid OTC Pink market. New investors should avoid initiating a position given the high operational and financial risks, including the difficulty in raising additional capital.

Key Numbers

• $6.00 — Closing sales price of Class A ordinary shares (As of March 31, 2025, used to compute aggregate market value)
• 3,845,062 — Shares of Class A ordinary shares issued and outstanding (As of December 23, 2025)
• $0.006 — Par value per Class A ordinary share (Increased from $0.0001 after 1-for-60 share consolidation on August 25, 2025)
• 1-for-60 — Share consolidation ratio (Approved on August 7, 2025, and effective August 25, 2025)
• 2025-09-30 — Fiscal year end date (Period covered by the 10-K filing)
• 2025-11-13 — Date of Nasdaq suspension (Securities suspended from trading on The Nasdaq Global Market)
• 2024-03-14 — Business Combination Closing Date (Energem acquired Graphjet Technology Sdn. Bhd.)

Key Players & Entities

• GRAPHJET TECHNOLOGY (company) — Registrant and owner of graphene/graphite technology
• Energem Corp. (company) — Former name of GRAPHJET TECHNOLOGY
• Graphjet Technology Sdn. Bhd. (company) — Malaysian private limited company acquired by Energem
• Swee Guan Hoo (person) — Purchaser Representative for Energem's shareholders
• Lee Ping Wei (person) — Shareholder Representative for Selling Shareholders
• Nasdaq Stock Market LLC (regulator) — Former trading venue for Energem's securities
• The Nasdaq Global Market (regulator) — Former trading venue for Graphjet Technology's Class A ordinary shares
• OTC Markets Pink Limited (regulator) — Current trading venue for Graphjet Technology's Class A ordinary shares
• Securities and Exchange Commission (regulator) — Regulatory body for filing

FAQ

Risk Factors

• Delisting and OTC Trading [high — regulatory]: Graphjet's Class A ordinary shares were suspended from trading on The Nasdaq Global Market on November 13, 2025, and began trading on the OTC Markets Pink Limited. This delisting may significantly reduce the liquidity and marketability of the company's shares, potentially limiting investor access and reducing trading volume compared to the prior exchange listing.
• Going Concern Uncertainty [high — financial]: The company's independent registered public accounting firm has included an explanatory paragraph in their report, indicating substantial doubt about Graphjet Technology's ability to continue as a going concern. This suggests significant financial challenges and uncertainty regarding its future operational viability.
• Dependence on Proprietary Technology [medium — operational]: Graphjet's business relies on its proprietary technology for manufacturing artificial graphene and graphite from palm kernel shells. The company has patent applications for its bio-mass processes and production methods. Any failure to protect or maintain these intellectual property rights, or challenges to their validity, could materially impact its competitive advantage and business operations.
• Competition in Graphite and Graphene Markets [medium — market]: While Graphjet claims to be the only producer capable of using biomass for mass production of graphite and graphene, it faces competition from established producers of mined graphite and artificial graphite derived from coal-based or petroleum-based methods. These competitors may have greater scale, established supply chains, and lower production costs in certain scenarios.
• Volatility of Raw Material Costs (Indirect) [low — financial]: Although Graphjet uses a waste product (palm kernel shells), the market price of graphite is volatile and tracks the price of underlying raw materials like coal or petroleum. This volatility affects the cost of artificial graphite produced by competitors, potentially impacting the relative cost advantage of Graphjet's biomass-derived products.

Industry Context

Graphjet operates in the graphite and graphene markets, which are critical raw materials for various industries. The traditional production methods involve mining natural graphite or artificial production from coal or petroleum, with China being a major player. These methods face challenges related to cost volatility, geographic concentration, and environmental impact. Graphjet's innovation lies in using palm kernel shells, a renewable waste product, to produce these materials, aiming for higher quality at a lower cost.

Regulatory Implications

The suspension of trading from The Nasdaq Global Market and subsequent move to OTC Markets Pink Limited signifies a significant regulatory and market access shift. While still a reporting company, this transition can lead to reduced investor confidence, lower trading liquidity, and potentially increased scrutiny from regulators and investors due to the less stringent environment of OTC markets.

What Investors Should Do

1. Monitor Going Concern Disclosure
2. Assess Liquidity Impact of Delisting
3. Evaluate Competitive Landscape and Technology Differentiation
4. Scrutinize Financial Health and Cash Burn

Key Dates

• 2024-03-14: Business Combination Closing — Energem Corp. acquired Graphjet Technology Sdn. Bhd., transforming the company into a holding entity focused on artificial graphene and graphite manufacturing.
• 2025-08-25: Share Consolidation Effective — A 1-for-60 share consolidation became effective, increasing the par value of ordinary shares and reducing the number of outstanding shares.
• 2025-11-13: Nasdaq Trading Suspension — Graphjet's securities were suspended from trading on The Nasdaq Global Market, leading to a transition to OTC Markets Pink Limited, which impacts liquidity and investor access.
• 2025-09-30: Fiscal Year End — Marks the end of the reporting period covered by this 10-K filing.

Glossary

Artificial Graphene and Graphite

Materials similar to naturally occurring graphite and graphene but manufactured through industrial processes, in this case, from biomass. (This is the core product and technology focus of Graphjet Technology.)

Business Combination

A transaction where two or more companies merge or are acquired, often resulting in a new corporate structure or focus. (Describes the acquisition of Graphjet Technology by Energem Corp., which redefined the company's business.)

Share Consolidation

A corporate action where a company reduces the total number of its outstanding shares by combining existing shares into fewer, proportionally more valuable shares. (Graphjet underwent a significant 1-for-60 consolidation, impacting share count and par value.)

Going Concern

An accounting term indicating that a company is expected to remain in business for the foreseeable future without the need or intention for liquidation. (The independent auditor's doubt about Graphjet's ability to continue as a going concern is a critical risk factor.)

OTC Markets Pink Limited

A trading platform for over-the-counter (OTC) securities, generally for smaller companies or those that do not meet the listing requirements of major exchanges. (Graphjet's securities now trade here after suspension from Nasdaq, indicating a lower tier of market access and liquidity.)

Biomass

Organic matter derived from living or recently living organisms, used as a source of fuel or raw material. (Graphjet utilizes palm kernel shells, a type of biomass, as a key raw material for its production process.)

Year-Over-Year Comparison

The 10-K for the fiscal year ended September 30, 2025, reflects a period of significant corporate transformation and market repositioning for Graphjet Technology. Key events include the completion of a business combination, a substantial share consolidation, and a critical delisting from Nasdaq to OTC Markets. Unlike previous filings that might have focused on growth prospects on a major exchange, this filing is heavily influenced by the 'going concern' warning from auditors and the reduced liquidity associated with OTC trading, indicating a shift towards addressing fundamental financial viability and operational challenges.

Key Financial Figures

• $0.006 — ) of the Act: Class A Ordinary Shares, $0.006 par value per share (Title of class)
• $6.00 — reference to the closing sales price of $6.00 on March 31, 2025, for the Class A ordi
• $0.0001 — our Class A ordinary shares, par value $0.0001 per share (the " Class A ordinary share
• $11.50 — ordinary shares at an exercise price of $11.50 per share (the " Public Warrants ") beg
• $36.40 b — % over the period from 2024 to 2030, to $36.40 billion, from $15.67 billion in 2021. Acc
• $15.67 billion — m 2024 to 2030, to $36.40 billion, from $15.67 billion in 2021. According to Insight Partners,
• $1.53 billion — t is expected to grow more rapidly from $1.53 billion in 2023 to $8.58 billion in 2031, a CAG
• $8.58 billion — e rapidly from $1.53 billion in 2023 to $8.58 billion in 2031, a CAGR of 24.0%. With the rise

Filing Documents

• ea0269828-10k_graphjet.htm (10-K) — 1294KB
• ea026982801ex3-1_graphjet.htm (EX-3.1) — 403KB
• ea026982801ex4-1_graphjet.htm (EX-4.1) — 45KB
• ea026982801ex4-2_graphjet.htm (EX-4.2) — 111KB
• ea026982801ex4-4_graphjet.htm (EX-4.4) — 24KB
• ea026982801ex10-1_graphjet.htm (EX-10.1) — 30KB
• ea026982801ex10-2_graphjet.htm (EX-10.2) — 32KB
• ea026982801ex10-3_graphjet.htm (EX-10.3) — 179KB
• ea026982801ex10-4_graphjet.htm (EX-10.4) — 144KB
• ea026982801ex10-5_graphjet.htm (EX-10.5) — 120KB
• ea026982801ex31-1_graphjet.htm (EX-31.1) — 10KB
• ea026982801ex32-1_graphjet.htm (EX-32.1) — 4KB
• ea026982801ex97-1_graphjet.htm (EX-97.1) — 18KB
• ex10-1_001.jpg (GRAPHIC) — 105KB
• ex10-2_001.jpg (GRAPHIC) — 5KB
• ex10-4_001.jpg (GRAPHIC) — 4KB
• ex10-5_001.jpg (GRAPHIC) — 14KB
• 0001213900-25-125488.txt ( ) — 9013KB
• gti-20250930.xsd (EX-101.SCH) — 90KB
• gti-20250930_cal.xml (EX-101.CAL) — 63KB
• gti-20250930_def.xml (EX-101.DEF) — 361KB
• gti-20250930_lab.xml (EX-101.LAB) — 686KB
• gti-20250930_pre.xml (EX-101.PRE) — 391KB
• ea0269828-10k_graphjet_htm.xml (XML) — 688KB

Business

Business 5 Item 1A.

Risk Factors

Risk Factors 11 Item 1B. Unresolved Staff Comments 35 Item 1C. Cybersecurity 35 Item 2.

Properties

Properties 35 Item 3.

Legal Proceedings

Legal Proceedings 35 Item 4. Mine Safety Disclosures 35 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 36 Item 6. [Reserved] 37 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 37 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 55 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 55 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 55 Item 9A.

Controls and Procedures

Controls and Procedures 55 Item 9B. Other Information 56 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 56 PART III Item 10. Directors, Executive Officers and Corporate Governance 57 Item 11.

Executive Compensation

Executive Compensation 62 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 66 Item 13. Certain Relationships and Related Transactions, and Director Independence 68 Item 14. Principal Accountant Fees and Services 69 PART IV Item 15. Exhibits and Financial Statement Schedules 70 Item 16. Form 10-K Summary 71

Signatures

Signatures 72 i PART I BASIS OF PRESENTATION Graphjet Technology (" Graphjet Technology " or the " Company ") (formerly known as Energem Corp. or " Energem ") was a blank check company originally incorporated under the laws of the Cayman Islands on August 6, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. On November 18, 2021, Energem consummated an initial public offering (the " IPO "), after which its securities began trading on the Nasdaq Stock Market LLC (" Nasdaq "). On August 1, 2022, Energem entered into that certain Share Purchase Agreement (the " SPA ") by and among Energem, Graphjet Technology Sdn. Bhd., a Malaysian private limited company (" Graphjet "), Swee Guan Hoo, solely in his capacity as the representative for the shareholders of Energem after the closing of the sale and purchase of the Graphjet issued and outstanding shares (the " Graphjet Pre-Transaction Shares ") (the " Closing ") for Energem's shareholders (the " Purchaser Representative "), the individuals listed on the signature page of the SPA under the heading "Selling Shareholders" (each, a " Selling Shareholder " and together, the " Selling Shareholders "), and Lee Ping Wei in his additional capacity as representative for the Selling Shareholders (the " Shareholder Representative "). On March 14, 2024 (the " Closing Date "), we consummated the previously announced business combination (the " Business Combination "), and related transactions (the " Transactions ") contemplated by the Share Purchase Agreement, pursuant to which Energem acquired all of the issued and outstanding shares of Graphjet Pre-Transaction Shares from the Selling Shareholders and Graphjet became a wholly owned subsidiary of Energem; and Energem changed its name to Graphjet Technology. On March 15, 2024, our Class A ordinary shares, par value $0.0001 per share (the " Cla

Business

Item 1. Business Unless otherwise indicated or the context otherwise requires, references in this section to "Graphjet Technology," "we," "us," "our," and other similar terms refer to Graphjet prior to the Business Combination and to Graphjet Technology and its subsidiaries after giving effect to the Business Combination. Overview Graphjet is the owner of the state-of-the-art technology for the manufacture of artificial graphene and graphite, critical raw materials used in a variety of industries. The technology was developed through Graphjet's collaboration with UKM and UTEM. Graphjet's breakthrough technology transforms an abundant and renewable waste product, palm kernel shells, into highly valued artificial graphene and graphite. Graphjet prepared patent applications on its bio-mass processes and production methods, and it believes it is the only producer currently capable of using biomass to produce graphite and graphene in mass production scale. Graphjet received approval of its patent application (i) for a palm-based synthetic graphite and the preparation method thereof on September 22, 2022; and (ii) a palm-based synthetic graphene and the preparation method thereof on March 27, 2024. 5 Graphjet's innovative manufacturing process controls the quality of both the graphite and the resulting graphene, resulting in higher quality products than are produced using either mined graphite or artificial graphite derived from coal-based or petroleum-based production. Since Graphjet uses a widely available waste product as its source, Graphjet expects to be able to produce a higher quality product at a significantly lower cost than other graphite and graphene production methods currently in use worldwide. On November 13, 2025, Graphjet's Class A ordinary shares were suspended from trading on The Nasdaq Global Market and are now quoted on the OTC Pink Limited marketplace under the symbol "GTIJF". The delisting may reduce the liquidity and marketability of Graphj

View Full Filing

View this 10-K filing on SEC EDGAR