Graphjet Technology Files 8-K Detailing Major Corporate Events

TL;DR

Graphjet Tech 8-K: Major deals, asset changes, exec shifts, and equity sales all dropped today.

AI Summary

On March 14, 2024, Graphjet Technology entered into a Material Definitive Agreement, marking a significant event for the company. This filing also details the completion of an acquisition or disposition of assets, unregistered sales of equity securities, and material modifications to the rights of security holders. Additionally, there were changes in control of the registrant, departures and appointments of officers and directors, and amendments to the company's articles of incorporation or bylaws.

Why It Matters

This 8-K filing indicates substantial corporate actions by Graphjet Technology, including potential changes in control and asset dispositions, which could significantly impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing details multiple significant corporate events including changes in control, asset dispositions, and unregistered equity sales, which can introduce uncertainty and risk.

Key Numbers

• 20240314 — Reporting Date (Key date for material definitive agreement and asset completion.)
• 20210820 — Name Change Date (Date Graphjet Technology changed its name from Energem Corp.)

Key Players & Entities

• Graphjet Technology (company) — Registrant
• Energem Corp (company) — Former Company Name
• 0001879373 (company) — Central Index Key

FAQ

Key Financial Figures

• $0.001 — ed Class A ordinary shares, par value $0.001 per share GTI The Nasdaq Stock Mark
• $11.50 — ordinary share at an exercise price of $11.50 GTIWW OTC Indicate by check mark
• $8.5 million — (the " Trust Account "). Approximately $8.5 million (approximately $11.52 per Public Share)
• $11.52 — proximately $8.5 million (approximately $11.52 per Public Share) was removed from the
• $2,500,000 — ion, for an aggregate purchase price of $2,500,000. In accordance with the Revised PIPE Ag
• $1,380,000,000 — ange Consideration ") was approximately $1,380,000,000. In connection with the Special Meeting
• $3.8 million — y prior to the Closing of approximately $3.8 million. Such balance in the trust account, tog
• $2.5 million — st account, together with approximately $2.5 million in proceeds from the PIPE Offering, wer
• $250,000 — ") to the PIPE investor for proceeds of $250,000. Energem has agreed to file a registrat
• $400 million — cessary equipment will be approximately $400 million. The new facility is projected to be lo

Filing Documents

• form8-k.htm (8-K) — 155KB
• ex10-8.htm (EX-10.8) — 117KB
• ex10-9.htm (EX-10.9) — 119KB
• ex10-10.htm (EX-10.10) — 122KB
• ex10-11.htm (EX-10.11) — 117KB
• ex10-12.htm (EX-10.12) — 127KB
• ex10-13.htm (EX-10.13) — 125KB
• ex10-14.htm (EX-10.14) — 120KB
• ex21-1.htm (EX-21.1) — 2KB
• ex99-1.htm (EX-99.1) — 615KB
• 0001493152-24-010687.txt ( ) — 2026KB
• gti-20240314.xsd (EX-101.SCH) — 4KB
• gti-20240314_def.xml (EX-101.DEF) — 26KB
• gti-20240314_lab.xml (EX-101.LAB) — 36KB
• gti-20240314_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

Business

Business The business of Graphjet Technology is described in the Proxy Statement/Prospectus in the section titled " Information About Graphjet " and that information is incorporated herein by reference. Risk Factors The risks associated with Graphjet Technology are described in the Proxy Statement/Prospectus in the section titled " Risk Factors ," which is incorporated herein by reference. Financial Information Reference is made to the disclosure set forth in Item 9.01 of this Current Report on Form 8-K concerning the financial information of Graphjet Technology. Reference is further made to the disclosure contained in the Proxy Statement/Prospectus in the sections titled " Selected Financial Information of Graphjet, " " Graphjet's Management's Discussion and Analysis of Financial Condition and Results of Operations of Graphjet ," and " Unaudited Pro Forma Condensed Consolidated Combined Financial Information " which are incorporated herein by reference. In addition, the Unaudited Pro Forma Condensed Combined Financial Information for the period ended September 30, 2023 is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Properties

Properties Graphjet Technology leases office space in Technology Park Malaysia, Kuala Lumpur, which serves as the corporate headquarters and office space. It intends to construct its first manufacturing facility in the Kuantan district of Pahang State. It estimates the cost of constructing the facility and the acquisition of the necessary equipment will be approximately $400 million. The new facility is projected to be located on 20 acres of land to accommodate the equipment and facilities required for Graphjet Technology to produce at a capacity of 10,000 tons of graphite and 60 tons of graphene annually by processing 30,000 tons of palm kernel waste annually at this new manufacturing facility. The land underlying the new facility has been acquire and local permission to commence construction has been secured. Currently, Graphjet believes its first production from this plant will be in the first quarter of fiscal year 2025. Management's Discussion and Analysis of Financial Condition and Results of Operations The disclosure contained under the heading " Graphjet's Management's Discussion and Analysis of Financial Condition and Results of Operations " in the Proxy Statement/Prospectus is incorporated herein by reference. Security The following table sets forth information regarding the beneficial ownership of Combined Entity Ordinary Shares upon the completion of the Business Combination by: each person known by Graphjet Technology to be the beneficial owner of more than 5% of any class of Combined Entity Ordinary Shares; each of Graphjet Technology's officers and directors; all executive officers and directors of Graphjet Technology. Beneficial if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants

01 to this Current Report on Form 8-K, which is incorporated herein by reference

Item 2.01 to this Current Report on Form 8-K, which is incorporated herein by reference. As of the Closing: public shareholders own approximately 0.20% of the outstanding Combined Entity Ordinary Shares; the Sponsor and its affiliates own approximately 2.35% of the outstanding Combined Entity Ordinary Shares; Graphjet's former shareholders collectively own approximately 95.2% of the outstanding Combined Entity Ordinary Shares; Arc Group Limited owns approximately 1.91% of the outstanding Combined Entity Ordinary Shares; and approximately 0.17% of the outstanding Combined Entity Ordinary Shares are held by the PIPE investor or its designees. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Election of Directors and Appointment of Officers The following persons are serving as executive officers and directors following the Closing. For information concerning the executive officers and directors, see the disclosure in the Proxy Statement/Prospectus in the sections titled " Executive Officers and Directors following the Transaction ," " Management following the Business Combination " and " Certain Relationships and Related Person Transactions ," which are incorporated herein by reference. Name Age Position Lee Ping Wei 33 Chief Executive Officer and Executive Director Aw Jeen Rong 52 Executive Director Hoo Swee Guan 40 Executive Director Ng Keok Chai 63 Independent Director Ng Ah Lek 63 Independent Director Wong Kok Seong 53 Independent Director Doris Wong Sing Ee

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View this 8-K filing on SEC EDGAR