Graphjet Technology Files S-1 Registration

TL;DR

Graphjet Tech just filed an S-1, looks like they're going public soon.

AI Summary

Graphjet Technology, incorporated in the Cayman Islands, filed an S-1 registration statement with the SEC on October 3, 2024. The company, previously known as Energem Corp until August 20, 2021, is involved in the electrical industrial apparatus sector. Its principal executive office is located in Shah Alam, Selangor, Malaysia.

Why It Matters

This S-1 filing indicates Graphjet Technology is preparing to offer its securities to the public, which could lead to increased liquidity and capital for the company.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company in the process of going public, which inherently carries risks associated with market reception and operational scaling.

Key Numbers

• 333-282490 — SEC Registration Number (Identifies the specific registration filing with the SEC.)
• 20241003 — Filing Date (The date the S-1 registration statement was officially filed.)

Key Players & Entities

• Graphjet Technology (company) — Registrant
• Energem Corp (company) — Former company name
• 20210820 (date) — Date of name change
• 20241003 (date) — Filing date
• 333-282490 (registration_number) — SEC registration number
• Cayman Islands (jurisdiction) — State of incorporation
• 3620 (sic_code) — Primary standard industrial classification code
• Shah Alma, Selangor, Malaysia (location) — Principal executive office address

FAQ

Key Financial Figures

• $0.0001 — of Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") o
• $10.00 — ansaction Shares at a purchase price of $10.00 per share, for gross proceeds to the Co
• $2.5 m — roceeds to the Company of approximately $2.5 million, pursuant to a separate term shee
• $1.235 b — total annual gross revenue of at least $1.235 billion, (3) the last day of the fiscal y
• $1.0 billion — date on which we have issued more than $1.0 billion in nonconvertible debt securities durin

Filing Documents

• ea0216557-s1_graphjet.htm (S-1) — 1614KB
• ea021655701ex23-1_graphjet.htm (EX-23.1) — 2KB
• ea021655701ex-fee_graphjet.htm (EX-FILING FEES) — 13KB
• fin_001.jpg (GRAPHIC) — 3KB
• fin_002.jpg (GRAPHIC) — 3KB
• ex23-1_001.jpg (GRAPHIC) — 9KB
• 0001213900-24-085054.txt ( ) — 5687KB
• gti-20240630.xsd (EX-101.SCH) — 55KB
• gti-20240630_cal.xml (EX-101.CAL) — 35KB
• gti-20240630_def.xml (EX-101.DEF) — 223KB
• gti-20240630_lab.xml (EX-101.LAB) — 361KB
• gti-20240630_pre.xml (EX-101.PRE) — 237KB
• ea0216557-s1_graphjet_htm.xml (XML) — 619KB

Underwriting

Underwriting Discounts and Commissions Net Proceeds to the Company (1) Total $ 0 $ 1,500,000 (1) After deducting estimated expenses of an estimated $ payable by the Company. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The date of this prospectus is , 2024 TABLE OF CONTENTS Page CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS ii SUMMARY 1 THE OFFERING 3 SUMMARY RISK FACTORS 4

USE OF PROCEEDS

USE OF PROCEEDS 25

DESCRIPTION OF SECURITIES WE ARE OFFERING

DESCRIPTION OF SECURITIES WE ARE OFFERING 27 PLAN OF DISTRIBUTION 28 MARKET INFORMATION FOR ORDINARY SHARE AND DIVIDEND POLICY 30

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 31

BUSINESS

BUSINESS 41 MANAGEMENT 48

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 55 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 59 PRINCIPAL SHAREHOLDERS 63

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 64 LEGAL MATTERS 69 EXPERTS 69 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 69 WHERE YOU CAN FIND MORE INFORMATION 69 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus or any information incorporated by reference herein. Neither we nor any of the underwriters has authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus or incorporated by reference herein or any such free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We can provide no assurance as to the reliability of any other information that others may give you. Neither we nor any of the underwriters is making an offer to sell or seeking offers to buy these securities in any jurisdiction where or to any person to whom the offer or sale is not permitted. The information in this prospectus or incorporated by reference in this prospectus is accurate only as of the date on the front cover of this prospectus, and the information in any free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of such free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates. i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this prospectus, our future financial performance, strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected cos

Forward-looking statements

Forward-looking statements in this prospectus may include, for example, statements about: the ability of the Company to grow and manage growth profitably; our financial and business performance, including financial projections and business metrics; our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; performance by counterparties, including suppliers of palm kernel shells and transportation providers of the Company's products; the implementation, market acceptance and success of our business model; our market opportunity and the potential growth of that market; the ability of the Company to compete effectively in a competitive industry; the ability to protect and enhance the Company's corporate reputation and brand; the impact from future regulatory, judicial, and legislative changes in the Company's industry; our ability to effect our growth strategies, acquisitions or investments successfully; our future capital requirements and sources and uses of cash; our business, expansion plans and opportunities. ii These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements. The following factors, among others, may cause actual results to differ materially from those expressed or implied in our forward-looking statements: the outcome of any legal proceedings; the ability of the Company to grow and manage growth profitably; changes in applicable laws or regulations; that we have identified a material weakness in our internal control over financial reporting which, if not corrected, could affect the reliability of our consolidated financial statements; risks related to the global COVID-19 pandemic and other macroeconomic or geopolitical developments; future exchange and interest rates; the ability to maintain the lis

View Full Filing

View this S-1 filing on SEC EDGAR