Graphjet Technology Files 8-K on Agreements and Delisting

TL;DR

Graphjet Tech 8-K: Material agreement signed, but also facing delisting. Big news.

AI Summary

Graphjet Technology filed an 8-K on July 19, 2025, reporting a material definitive agreement and a notice of delisting or failure to meet listing standards. The filing also includes financial statements and exhibits. The company was formerly known as Energem Corp until August 20, 2021.

Why It Matters

This filing indicates significant corporate events for Graphjet Technology, including potential delisting, which could impact its stock trading and investor confidence.

Risk Assessment

Risk Level: high — The notice of delisting or failure to meet listing standards presents a significant risk to the company's continued trading on an exchange.

Key Players & Entities

• Graphjet Technology (company) — Registrant
• Energem Corp (company) — Former company name
• July 19, 2025 (date) — Earliest event reported date
• August 20, 2021 (date) — Date of name change from Energem Corp

FAQ

Key Financial Figures

• $0.0001 — ed Class A ordinary shares, par value $0.0001 per share GTI The Nasdaq Stock Mark

Filing Documents

• ea0254531-8k_graphjet.htm (8-K) — 33KB
• ea025453101ex10-01_graphjet.htm (EX-10.01) — 167KB
• ea025453101ex99-1_graphjet.htm (EX-99.1) — 10KB
• ex99-1_001.jpg (GRAPHIC) — 5KB
• 0001213900-25-080398.txt ( ) — 416KB
• gti-20250719.xsd (EX-101.SCH) — 3KB
• gti-20250719_lab.xml (EX-101.LAB) — 33KB
• gti-20250719_pre.xml (EX-101.PRE) — 22KB
• ea0254531-8k_graphjet_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On August 19, 2025, Graphjet Technology (the " Company ") entered into a Sale and Purchase Agreement (the " Agreement ") with Cosmo Esteem Sdn Bhd, a company incorporated in and under the laws of Malaysia (the " Vendor ") and Graphjet Technology Sdn Bhd, a wholly owned subsidiary of the Company (the " Purchaser "). Pursuant to the Agreement, the Purchaser will buy the property from which the Company currently operates from, which is owned by the Vendor. As payment for the property, the Vendor will receive 97,462,455 ordinary shares of the Company at a per share price of USD$ 0.074, to be issued to Tan Chin Teong. As previously disclosed, the Company approved a consolidation of its issued and outstanding Class A ordinary shares at a ratio of 1-for-60 to be effective on August 25, 2025 (the " Share Consolidation "). After giving effect to the Share Consolidation, the Vendor shall receive 1,624,375 post-Share Consolidation Shares. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

01 Notice of Delisting or Failure to

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 20, 2025, the Company received a written notice (the " Notice ") from the Nasdaq Stock Market LLC (" Nasdaq ") indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company has not yet filed its Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the " Form 10-Q ") with the U.S. Securities and Exchange Commission. The Notice has no immediate effect on the listing of the Company's ordinary shares on The Nasdaq Global Market. However, Nasdaq has requested the Company to present its views with respect to this Notice to Nasdaq in writing no later than August 27, 2025, as Nasdaq will consider this deficiency in their decision regarding the Company's continued listing on The Nasdaq Global Market. The Company has previously agreed with Nasdaq that it would regain compliance with Rule 5250(c)(1) before September 15, 2025. The Company intends to file the Form 10-Q before September 15, 2025 to regain compliance with Nasdaq's continued listing requirements. 1 Cautionary Statement Regarding Forward-Looking 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 uncerta

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 10.01 Sale and Purchase Agreement 99.1 Press Release dated August 25, 2025 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. 2

SIGNATURES

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 25, 2025 By: /s/ Chris Lai Name: Chris Lai Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR