GRAPHJET TECHNOLOGY 8-K

What Happened

• Graphjet Technology (GTIJF) filed an 8-K on December 23, 2025 reporting that at its Annual General Meeting on December 22, 2025 shareholders approved a Third Amended and Restated Memorandum & Articles of Association and related actions. The company promptly filed the Amended Charter with the Cayman Islands Registrar of Companies.
• Shareholders approved an increase in the company’s authorized share capital from US$50,000 (8,333,333 Class A ordinary shares at US$0.006 par) to US$6,000,000 (1,000,000,000 Class A ordinary shares at US$0.006 par). They also approved specified share issuances, the exercise of certain warrants, the re-election of director Chris Lai Ther Wei, and ratification of Kreit & Chiu, LLP as the independent auditor.

Key Details

• Authorized share capital increased to US$6,000,000 (1,000,000,000 Class A ordinary shares; par value US$0.006).
• Approved share issuances: 3,157,000 Ordinary Shares to International Liquidity, LLC (per Oct 16, 2025 Master Loan Agreement) and 11,065,513 Ordinary Shares to Tan Chin Teong (per Aug 19, 2025 Share Purchase Agreement).
• Approved warrant exercise: 333,334 warrants held by Aiden Lee Ping Wei to purchase 3,333,340 Ordinary Shares.
• Voting and meeting facts: record date Dec 11, 2025; 3,845,062 ordinary shares entitled to vote; 2,744,125 shares represented at the AGM (quorum present). Key vote totals included strong support for the charter amendment (For: 2,712,720; Against: 25,035) and the authorized share capital increase (For: 2,577,793; Against: 28,818).

Why It Matters

• The charter amendment and authorized share increase give Graphjet substantially more capacity to issue shares for financing, loans, acquisitions, or equity transactions, which can dilute existing shareholders but provides flexibility for growth or repayment arrangements.
• The approved share issuances and warrant exercise will increase the company’s outstanding shares and may affect ownership percentages and per-share metrics. Ratification of the auditor and re-election of a director are routine governance items but complete the company’s near-term corporate housekeeping following these capital actions.