UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number: 001-41070

GRAPHJET TECHNOLOGY

(Exact name of registrant as specified in its charter)

Cayman Islands N/A (State or other jurisdiction of ~~incorporation or organization)~~ (I.R.S. Employer incorporation or organization) Identification No.)

Lot 3895, Lorong 6D, Kampung Baru Subang Seksyen U6, 40150 Shah Alam Selangor, Malaysia (Address of principal executive offices) (Zip Code)

Lot 3895, Lorong 6D, Kampung Baru Subang
Seksyen U6, Shah Alam
Selangor, Malaysia		40150
(Address of principal executive offices)		(Zip Code)

+60 ~~016~~ 019 ~~310~~850 0895 (Registrant’s telephone number, including area code)

~~(Registrant’s~~Securities ~~telephone~~registered ~~number,~~pursuant ~~including area~~to ~~code~~Section 12(b) of the Act: None

Securities registered pursuant to Section 12(bg) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share		GTI		The Nasdaq Stock Market LLC

Class A Ordinary Shares, $0.006 par value per share

~~Securities registered pursuant to Section 12~~(g) Title of ~~the Act: None~~class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of ~~July~~March 1131, 2025 the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the ordinary shares outstanding, other than securities held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price of $06.~~088~~ 00 on ~~July~~March 1131, 2025, for the Class A ordinary shares, trading on such date, as reported on The ~~Nasdaq~~OTC ~~Capital~~Markets ~~Market~~Pink Limited, was $~~4,157,775~~6.8600.

As of ~~July~~December 1123, 2025, there were ~~148~~3,~~037~~845,~~022~~ 062 shares of the Company’s Class A ordinary shares, par value $0.~~0001~~006 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

			Page
PART I
	Basis of Presentation		1
	Cautionary Note Regarding Forward-Looking Statements; Summary of Risk Factors		2
	Item 1. Business		5
	Item 1.	Business	5
	Item 1A. Risk Factors		11
	Item 1A.	Risk Factors	11
	Item 1B. Unresolved Staff Comments		34
	Item 1B.	Unresolved Staff Comments	35
	Item 1C. Cybersecurity		34
	Item 1C.	Cybersecurity	35
	Item 2. Properties		35
	Item 2.	Properties	35
	Item 3. Legal Proceedings		35
	Item 3.	Legal Proceedings	35
	Item 4. Mine Safety Disclosures		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 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	36
	Item 6. [Reserved]		37
	Item 6.	[Reserved]	37
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		37
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk		48
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	55
	Item 8. Financial Statements and Supplementary Data		48
	Item 8.	Financial Statements and Supplementary Data	55
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		48
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	55
	Item 9A. Controls and Procedures		48
	Item 9A.	Controls and Procedures	55
	Item 9B. Other Information		49
	Item 9B.	Other Information	56
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		49
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	56
PART III
	Item 10. Directors, Executive Officers and Corporate Governance		50
	Item 10.	Directors, Executive Officers and Corporate Governance	57
	Item 11. Executive Compensation		55
	Item 11.	Executive Compensation	62
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		59
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	66
	Item 13. Certain Relationships and Related Transactions, and Director Independence		60
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	68
	Item 14. Principal Accountant Fees and Services		61
	Item 14.	Principal Accountant Fees and Services	69
PART IV
	Item 15. Exhibits and Financial Statement Schedules		62
	Item 15.	Exhibits and Financial Statement Schedules	70
	Item 16. Form 10-K Summary		63
	Item 16.	Form 10-K Summary	71
Signatures			6472

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 “Class A ordinary shares”) began trading on The Nasdaq Global Market under the symbol “GTI” and our warrants to purchase the Class A ordinary shares at an exercise price of $11.50 per share (the “Public Warrants”) began trading on the OTC under the symbol “GTIWW”.

As a result of the Transactions, we are a holding company, all of whose assets are held directly by, and all of whose operations are conducted through, Graphjet and whose only direct asset consists of equity ownership of Graphjet.

On August 7, 2025, we held an extraordinary general meeting of our shareholders to vote and approve certain proposals, including a share consolidation proposal to consolidate every issued and unissued Class A ordinary share, par value $0.0001 per share at a ratio within a range of not less than 1-for-50 and not greater than 1-for-150. On the same day, the Board approved the implementation of the share consolidation at a ratio of 1-for-60 (the “Share Consolidation”).

On August 25, 2025, the Share Consolidation became effective, causing every 60 ordinary shares of $0.0001 issued and outstanding to automatically be combined into one ordinary share of $0.006. The Share Consolidation did not affect any shareholder’s percentage ownership, except for adjustments that resulted from the treatment of fractional shares, which were rounded up to the nearest whole share. Further, the par value of the ordinary shares was increased from $0.0001 per share to $0.006 per share.

On November 13, 2025, the Company’s securities were suspended from trading on The Nasdaq Global Market and began trading on the OTC Markets under the ticker symbol “GTIJF”.

Unless otherwise noted or the context otherwise requires, references to “Graphjet,” “we,” “us,” or “our” refer to the business of Graphjet, which became the business of Graphjet Technology and its subsidiaries following the consummation of the Transactions.

Certain monetary amounts, percentages and other figures included herein have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables and charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Annual Report on Form 10-K, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (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 Annual Report on Form 10-K, our future financial performance, strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “goal,” “outlook,” “forecast,” “possible,” “potential,” “predict,” “project” or the negative of such terms or other similar expressions. These forward- looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Annual Report on Form 10-K. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Unless the context indicates otherwise, references in this prospectus to the “Company,” “Graphjet Technology,” “we,” “us,” “our” and similar terms refer to Graphjet Technology:

●

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.

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section of this Annual Report entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statements in this Annual Report should not be regarded as a representation by us that our plans and objectives will be achieved.

We have based the forward-looking statements included in this Annual Report on information available to us on the date of this Annual Report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements in this Annual Report, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we may file in the future with the Securities and Exchange Commission (the “SEC”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Summary of Risk Factors

An investment in shares of our equity securities involves a high degree of risk. If any of the factors enumerated below or in the section entitled “Risk Factors” occurs, our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected. Such risks include, but are not limited to:

Risks Related to ~~Graphjet~~Our ~~Technology’s~~ Business and Industry

● ~~Graphjet~~We ~~Technology’s~~have ~~business~~a ~~and~~very ~~growth~~limited ~~strategy~~operating ~~depend~~history, onwhich ~~Graphjet~~may ~~Technology’s~~make ~~ability~~it todifficult ~~maintain~~for ~~and~~you ~~expand a network of qualified providers. If Graphjet Technology is unable~~ to doevaluate ~~so,~~the ~~Graphjet~~success ~~Technology’s~~of ~~future~~our ~~growth would be limited and Graphjet Technology’s~~ business, ~~financial~~to ~~condition~~date and ~~results~~to ofassess ~~operations~~our ~~would~~future ~~be harmed~~viability.

● ~~Graphjet~~Our ~~Technology~~independent isregistered ~~dependent~~public onaccounting ~~its~~firm’s ~~relationships~~report ~~with~~contains ~~third-party~~an ~~manufacturers~~explanatory toparagraph ~~assist~~that inexpresses ~~the~~substantial ~~production~~doubt ofabout ~~its~~our ~~products.~~ability ~~Graphjet Technology does not own such manufacturing capabilities however, Graphjet Technology expects~~ to ~~begin~~continue ~~its~~as ~~operations~~a at“going ~~the factory located at Kampung Baru Subang district of Selangor State in Central Malaysia in second half of 2026~~concern.”

● ~~Graphjet~~We ~~Technology may~~ face ~~intense~~a ~~competition,~~variety ~~which~~of ~~could~~risks ~~limit~~related ~~Graphjet Technology’s ability~~ to ~~maintain~~our orproposed ~~expand~~graphene/graphite ~~market~~manufacturing ~~share within Graphjet Technology’s industry, and if Graphjet Technology does not maintain or expand Graphjet Technology’s market share, Graphjet Technology’s~~ business ~~and operating results will be harmed~~.

● IfThe ~~Graphjet~~graphene ~~Technology~~and isgraphite ~~not~~industry ~~able~~is tohighly ~~develop~~competitive. ~~and~~Our ~~release~~market ~~new~~share, ~~products~~net ~~and~~sales ~~meet~~or ~~demands~~net ~~for~~income ~~its~~could ~~products,~~decline ~~Graphjet~~due ~~Technology’s~~to ~~business~~vigorous ~~could~~price beand ~~adversely~~other ~~affected~~competition.

● ~~Security~~We ~~breaches,~~may ~~loss of data and other disruptions could compromise sensitive information related to Graphjet Technology’s business~~ or ~~members,~~may ornot ~~prevent~~recoup ~~Graphjet~~expenditures ~~Technology~~associated ~~from~~with ~~accessing~~our ~~critical information and expose Graphjet Technology to liability, which could adversely affect Graphjet Technology’s business and reputation~~growth.

● IfWe ~~Graphjet~~may ~~Technology~~not isrespond ~~unable~~quickly ~~to obtain, maintain~~ and ~~enforce~~profitably ~~intellectual~~to ~~property~~continued ~~protection~~innovations ~~for~~in ~~Graphjet Technology’s technology and methods, or if~~ the ~~scope~~graphene ~~of our intellectual property protection is not sufficiently broad, others may be able to develop~~ and ~~commercialize~~graphite ~~technology substantially similar to that of Graphjet Technology, and Graphjet Technology’s ability to successfully commercialize our technology may be adversely affected~~industry.

● ~~Graphjet~~If ~~Technology~~we ~~may~~do innot ~~the~~effectively ~~future~~implement ~~become~~our ~~subject~~sales, tomarketing ~~litigation~~and orservice ~~regulatory investigation~~plans, ~~which~~our ~~could~~sales ~~harm~~will ~~Graphjet~~not ~~Technology’s~~grow ~~business~~and our results of operations will suffer.

● ~~Graphjet~~We ~~Technology~~must ~~may~~continuously ~~acquire~~invest ~~other~~in ~~businesses,~~research ~~form~~and ~~joint~~development ~~ventures~~and ordevote ~~make~~significant ~~other~~resources ~~investments~~to ~~that~~commercializing ~~could~~new ~~negatively~~products ~~affect~~in ~~its~~the ~~operating~~graphene ~~results,~~and ~~dilute~~graphite ~~shareholders’ ownership, increase its debt or cause it to incur significant expenses~~industry.

● ~~Graphjet~~Because ~~Technology~~we ishave ~~vulnerable~~limited ~~to severe weather conditions and natural disasters~~capital, ~~including~~inherent ~~earthquakes,~~manufacturing ~~fires,~~risks ~~floods,~~pose ~~hurricanes,~~a assignificant ~~well~~threat asto ~~power~~us ~~outages~~compared ~~and~~with ~~other~~our ~~industrial~~larger ~~incidents, which could severely disrupt the normal operation of its business and adversely affect its results of operations~~competitors.

● ~~Graphjet~~Risks ~~Technology~~of ~~conducts~~relationships ~~business in a heavily regulated industry and if Graphjet Technology fails to comply~~ with ~~these~~third ~~laws~~parties ~~and government regulations, or if the rules and regulations change or the approach that regulators take~~ in ~~classifying~~respect ~~Graphjet~~of ~~Technology’s~~commercialization, ~~products~~sales and ~~services~~marketing ~~under~~of ~~such~~our ~~regulations~~graphene change, Graphjet Technology could incur penalties or be required to make significant changes to Graphjet Technology’s operations, products, or services or experience adverse publicity, which could have a material adverse effect on Graphjet Technology’s business, financial condition, and ~~results~~graphite ~~of operations~~products.

● ~~Graphjet~~Our ~~Technology~~failure ~~faces uncertainty as~~ to ~~whether~~protect itour ~~will~~intellectual ~~achieve~~property ~~its~~rights ~~strategic~~may ~~initiatives~~undermine ~~including~~our ~~construction~~competitive ~~of its manufacturing plant and whether it will yield the expected benefits~~position, and ~~uncertainty~~litigation as to ~~the~~protect ~~availability~~our ofintellectual ~~financing~~property orrights ~~financing~~may onbe favorable terms and will operate with a dependence on commodity prices, the impact of inflation on costs, the risks of obtaining the necessary permits, the operating performance of Graphjet Technology’s assets and businesses, competitive factors in the graphite mining and production industry generallycostly.

● ~~Many~~We ~~countries~~may ~~have~~need ~~difficult~~to ~~and~~defend ~~unpredictable~~ourselves ~~legal~~against ~~systems~~claims ~~and~~that ~~underdeveloped~~we ~~laws~~infringe, ~~and~~have ~~regulations~~misappropriated ~~that~~or ~~are~~otherwise ~~unclear~~violate ~~and~~the ~~subject~~intellectual toproperty ~~corruption~~rights ~~and~~of ~~inexperience~~others, which may ~~adversely~~be ~~impact~~time-consuming ~~our~~and ~~results~~would ofcause ~~operations~~us ~~and~~to ~~financial~~incur ~~condition~~substantial costs.

●

Our success will depend, among other factors, on our ability to obtain, maintain and protect our intellectual property rights.

●

We depend on third parties for certain construction, maintenance, engineering, transportation, warehousing and logistics services.

●

Our business may be impacted by international instability, war, terrorism, and geopolitical events.

●

Our future success depends in part on our ability to increase our production capacity and we may not be able to do so in a cost-effective manner.

●

If we fail to manage our growth effectively, our business and operating results may suffer.

●

If we are unable to attract and retain key employees and hire qualified management, technical, engineering, and sales personnel, our ability to compete and successfully grow our business could be harmed.

●

Future litigation or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations.

● ~~Many~~Cyber-attacks ofor ~~the~~other ~~economies~~failures in ~~Asia~~our ~~are~~telecommunications ~~experiencing~~or ~~substantial~~information ~~inflationary~~technology ~~pressures~~systems, ~~which~~or ~~may~~those ~~prompt~~of ~~the~~our ~~governments~~collaborators, tothird-party ~~take~~logistics ~~action~~providers, todistributors ~~control~~or ~~the~~other ~~growth~~contractors ofor ~~the~~consultants, ~~economy~~could ~~and~~result ~~inflation~~in ~~that~~information ~~could~~theft, ~~lead~~data tocorruption aand significant ~~decrease~~disruption inof ~~Graphjet~~our ~~Technology’s~~business ~~profitability~~operations.

● ~~Graphjet~~We ~~Technology~~are ~~depends~~dependent on ~~its~~the ~~talent~~palm tooil ~~grow~~industry ~~and~~for ~~operate~~availability ~~its business, and currently relies on contractors in the production~~ of ~~its~~raw ~~graphite, if Graphjet Technology is unable to hire, integrate, develop, motivate and retain personnel, Graphjet Technology may not be able to grow effectively~~material.

~~Risks~~● ~~Related~~Our tobusiness, ~~Graphjet~~financial ~~Technology’s Organization~~condition and ~~Structure,~~results ~~including:~~of operations may be materially adversely affected by risks associated with our international operations.

● ~~Graphjet~~We ~~Technology~~ may ~~change~~make ~~its~~investments ~~operational~~into ~~policies~~or acquire other companies or technologies, ~~investment~~which ~~guidelines~~could divert our management’s attention, ~~and~~result ~~business~~in dilution to our shareholders, and ~~growth~~otherwise ~~strategies~~disrupt ~~without~~our ~~stockholder~~operations, ~~consent~~and ~~which~~we may ~~subject~~have itdifficulty tointegrating ~~different~~any ~~and~~such ~~more~~acquisitions ~~significant~~successfully ~~risks~~or inrealizing the ~~future~~anticipated ~~that~~benefits ~~may~~therefrom, ~~adversely~~any ~~impact~~of ~~its~~which ~~business~~could ~~and~~have an adverse effect on our business, financial condition and results of operations.

● ~~Graphjet~~We ~~Technology~~may isbe ansubject ~~“emerging~~to ~~growth~~export ~~company”~~and import control laws and, asregulations athat ~~result~~could ofimpair ~~the~~our ~~reduced~~ability ~~disclosure~~to ~~and~~compete ~~governance~~in ~~requirements~~international ~~applicable~~markets toor ~~emerging~~subject ~~growth~~us ~~companies,~~to ~~its~~liability ~~securities~~if ~~may~~we beviolate ~~less~~such ~~attractive~~laws toand ~~investors~~regulations.

●Risks ~~Any~~Related ~~joint~~to ~~venture~~Our ~~investments~~Intellectual ~~that Graphjet Technology makes could be adversely affected by its lack of sole decision- making authority~~Property, ~~its reliance on co-ventures’ financial conditions, and disputes between it and its co-ventures.~~including:

~~Risks~~● ~~Related~~We may not be able to anprevent ~~Investment~~others infrom ~~Our~~unauthorized ~~Securities~~use of our intellectual property, which could harm our business and competitive position.

● ~~The~~As ~~market~~our ~~for~~patents may expire and may not be extended, our ~~securities~~patent ~~has~~applications ~~been~~may ~~volatile~~not be granted and ~~may~~our ~~continue~~patent torights may be ~~volatile~~contested, ~~which~~circumvented, ~~would~~invalidated ~~adversely~~or ~~affect~~limited ~~the~~in ~~liquidity~~scope, ~~and~~our ~~price~~patent ofrights ~~our~~may ~~securities~~not protect we effectively. In particular, we may not be able to prevent others from developing or exploiting competing technologies.

● ~~Graphjet~~We ~~Technology~~may ~~will~~need ~~be subject~~ to ~~financial~~defend ~~reporting~~ourselves ~~and~~against ~~other~~patent ~~requirements~~or astrademark ainfringement ~~public~~claims, ~~company for~~ which ~~its~~may ~~accounting~~be ~~and~~time-consuming ~~other management systems~~ and ~~resources~~would ~~may~~cause ~~not~~us beto ~~adequately~~incur ~~prepared,~~substantial ~~adversely impacting stock price~~costs.

●

We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our employees’ former employers.

Risks Related to the Regulatory Environment in Which We Operate, including:

●

Our sales and results of operations could be materially and adversely impacted by risks inherent in international markets.

●

Our operations are subject to hazards which could result in significant liability to us.

●

Complying with numerous health, safety and environmental regulations is both complex and costly.

●

Industrial operations can be hazardous.

●

We may be subject to export and import control laws and regulations that could impair our ability to compete in international markets or subject us to liability if we violate such laws and regulations.

Risks Related to an Investment in Our Securities, including:

●

An active market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

●

If securities or industry analysts publish reports that are interpreted negatively by the investment community or publish negative research reports about our business, our share price and trading volume could decline.

●

Future sales of our Class A Ordinary Shares, or the perception of such sales, by us or our shareholders in the public market could cause the market price.

●

Our Class A Ordinary Share price may decline, and you could lose all or part of your investment as a result.

●

Because there are no current plans to pay cash dividends on our Class A Ordinary Shares for the foreseeable future, you may not receive any return on investment unless you sell your Class A Ordinary Shares at a price greater than what you paid for it.

●

Our shareholders may experience dilution in the future.

●

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.

●

We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment.

●

Graphjet Technology is subject to financial reporting and other requirements as a public company for which its accounting and other management systems and resources may not be adequately prepared adversely impacting stock price.

●

Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.

●

If securities or industry analysts do not publish or cease publishing research or reports about Graphjet Technology, its business, or its market, or if they change their recommendations regarding the Class A Ordinary Shares Graphjet Technology adversely, then the price and trading volume of the Class A Ordinary Shares of Graphjet Technology could decline.

●

We may be unable to obtain additional financing to fund the operations and growth of Graphjet Technology.

●

Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

●

There can be no assurance that we will be able to comply with the continued listing standards of any U.S. stock exchange.

●

Our Class A ordinary shares now trade on the OTC Pink Limited, which may limit liquidity and make it difficult for shareholders to sell shares at a favorable price.

●

Trading on OTC Pink Limited may result in greater price volatility than when our stock was listed on a national exchange.

●

The delisting of our Class A ordinary shares could negatively affect investor perception and reduce demand of our shares.

●

Our ability to raise additional capital may limited due to trading on OTC Pink Limited.

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.

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.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 Graphjet’s Class A ordinary shares. While Graphjet remains a reporting company under the Securities Exchange Act of 1934, trading on OTC Pink may limit investor access and reduce trading volume compared to the prior exchange listing.

Market Opportunity

Graphite is a mineral form of the element carbon and is either mined as a naturally occurring mineral or artificially produced. Presently, the largest producer and consumer of graphite is China. To date, artificial graphite has been predominantly produced by either using coal-based or petroleum-based methods. Mined graphite is a naturally occurring resource, however, the cost of mined graphite is high and while widely available, it is concentrated in certain geographic regions. Coal or petroleum-based graphite is even more costly than natural graphite, and the market price is highly volatile, as it tracks the price of the underlying raw material. This makes graphite difficult to obtain under long-term contracts for users. Recently, there have been several biomass-based graphite products, but none of them have been able to mass produce graphite or produce at industry standard.

Graphene was discovered in 2004 by Andre Geim and Konstantin Novoselov, who received the Nobel Prize in Physics for this in 2010. It is a material made of a single layer of carbon atoms arranged in a hexagonal lattice, bound together by overlapping sp2 hybrid bonds. Being a million times thinner than a human hair, it is the thinnest object ever created. Not only is graphene lightweight and flexible, but it is also the world’s strongest material, being 200 times stronger than steel and conducts electricity faster than most other materials and if stacked in layers it forms graphite.4 Graphene has been called the “miracle nanomaterial,” the “king of new materials” as well as “black gold,” indicating strong prospects for the graphene industry. Given graphene’s downstream demand in areas of energy, anti-corrosion coating, and sensors, it is critical that graphene be as pure as possible. Graphene’s technological application is dependent on its purity. Graphene’s purity is highly dependent on the quality of the graphite from which it is derived. Natural graphite is not the most efficient source for carbon production because only about 10 to 15% of naturally occurring graphite is graphitic carbon. Graphene can be processed from graphite using multiple different processes, such as chemical vapor deposition (“CVD”) or exfoliation. While the use of artificial graphite derived from petroleum coke has not been extensively explored, petroleum coke may provide an additional source of graphite for graphene production.

Driven by demand from the lithium-ion battery industry, where graphite is the single largest component, the global graphite market is anticipated to grow at a compound annual growth rate (“CAGR”) of 15.1% over the period from 2024 to 2030, to $36.40 billion, from $15.67 billion in 2021. According to Insight Partners, the global graphene market is expected to grow more rapidly from $1.53 billion in 2023 to $8.58 billion in 2031, a CAGR of 24.0%. With the rise of 5G networks, graphene-based materials are being explored for antennas and high-frequency components, enhancing signal speed and efficiency. Additionally, flexible and wearable electronics are benefiting from graphene’s lightweight and highly conductive properties. In addition to that, with the passage of the Inflation Reduction Act of 2022 in the United States, which provides a tax credit on personal electric vehicles (“EV”) of up to $7,500, the demand for EV and the graphite and graphene to construct them is expected to follow.

At this critical time, Graphjet intends to fill this supply gap for graphite and graphene, which EVs require; EV batteries contain four basic components, an anode, cathode (e.g., lithium, nickel, cobalt, manganese, etc.), electrolyte, and separator. The predominant anode material used in virtually all EV batteries is graphite. Considering the supply chain for graphite, historically, 70-80% of the natural graphite used in EV batteries has been sourced in China, and almost all midstream processing of graphite has been done in China. Without graphite, the EV car industry will be facing a bottleneck. Therefore, EV companies must be able to source the material to produce anode for the battery, which makes up approximately 25-35% of the overall cost of an EV. Graphjet seeks to be one of the suppliers or producers that will be able to consistently supply high-quality graphite in mass quantities at lower cost, as compared to its competitors.

Supply of Raw Materials for Production

Graphjet’s technology allows it to produce graphite and graphene from palm kernel shells, which are a by-product of the production of palm seed oil. Each year, Malaysia alone produces approximately five million tons of palm kernel shells. This would be sufficient to produce approximately 1.67 tons of graphite and 10,000 tons of graphene. Agricultural waste, such as palm ~~seed~~kernel ~~kernels~~shell, can generally not be exported or imported. However, Graphjet is currently producing graphite and graphene on a small scale. Thus, Graphjet has the strategy and manufacturing process in place to mass produce high quality and consistent graphite and graphene at competitive prices. Graphjet intends to construct its first main production facility in Malaysia to cater to the needs of its customers.

Graphjet intends to be a low-cost producer of the highest quality artificial graphite and graphene. Graphjet has patents on its bio-mass process and production method for graphite and graphene, and it believes it is the only producer currently capable of using biomass to produce graphite and graphene in mass production scale.

To date, Graphjet has not had any sales of its products, but plans to sample its product to multinational companies within the industry for market acceptance and procurement purposes, intending to replace current high cost suppliers.

On December 27, 2022, Graphjet executed its first supply agreement with Toyoda. This supply agreement provides that Graphjet will supply graphite and graphene amounting to $30 million annually to Toyoda for use on their carbon neutral mobility product. In light of the recent tightening of export controls over export of graphite by China, we were unable to export graphite from China in 2023, therefore we did not produce any revenue pursuant to the supply agreement in 2023. Graphjet is working towards completing a production facility in Malaysia that is capable of producing sufficient graphite and graphene to Toyoda. The agreement still stands and there are no further developments to be included for 2024 and 2025.

Industry Overview

Graphite is a naturally occurring material with deposits all around the world. For naturally recoverable graphite, the 2025 United States Geological Survey indicated the world’s current inferred resources exceed 800 million short tons. China has the most reserves and ranks first in excavation. In 2020, the global production of natural graphite was around 1.6 million short tons, and China accounted for approximately 79% of the world’s total. Generally, the market cost of a ton of graphite ranges between $8,000 and $11,000, depending on market conditions and the quality of the mineral ~~in question~~.8

Artificial graphite can also be produced from coal or crude oil in the refinery process. However, it is of limited utility and cannot be processed into higher value products, like graphene. The price of artificial graphite is even higher, and given the volatility in the oil markets, is approximately $20,000 per ton.9 Graphite is used in the production of pencils, steel manufacturing, electronics, such as smartphones and as a lubricant for machinery. Graphjet’s most important application is currently lithium-ion batteries. Rising demand for lithium-ion batteries, from the growing number of end-users in sectors such as transportation, energy, and others that require battery-grade graphite, is driving demand for spherical graphite. A major driving force of growth is from the market for electric vehicles. Industry analysts estimate that a typical Li-ion High-Energy (100 Ah) cell of around 3,400 grams requires over 650 grams of graphite and each electric vehicle ~~contains~~ contains approximately 70 kilograms of graphite.

Currently, over 70% of the graphite used in electric vehicles is produced in China. The COVID-19 pandemic demonstrated the consequences of supply chain namely making products unavailable and causing global inflation spikes. General concerns over supply chains have also led to growing geopolitical concerns regarding a global dependence on China for rare earth elements and other materials that are necessary for producing the advanced products of the 21st century. The Inflation Reduction Act of 2022 that provides a credit of $7,500 for the purchase of electric vehicles requires that the materials must be produced in the United States to be eligible for the credit. These are only two of the many factors driving a desire for diversification in graphite production.

Graphene is processed from natural graphite in a variety of methods. However, generally graphene is still sold as graphite, just at a purer level than naturally occurring graphite. Graphene conducts electricity 100 times more efficiently than silicon or nano-carbon; conducts heat 10 times better than metals such as copper and aluminium; its strength exceeds diamonds, and its fracture strength is 100 times that of steel. It is highly transparent transmitting up to 97.7~~% of light and has a high specific surface area, which is important for industrial processes and chemical reactions. These properties make graphene a critical product for a variety of uses.~~

Graphene is processed from natural graphite in a variety of methods. However, generally graphene is still sold as graphite, just at a purer level than naturally occurring graphite. Graphene conducts electricity 100 times more efficiently than silicon or nano-carbon; conducts heat 10 times better than metals such as copper and aluminum; its strength exceeds diamonds, and its fracture strength is 100 times that of steel. It is highly transparent transmitting up to 97.7% of light and has a high specific surface area, which is important for industrial processes and chemical reactions. These properties make graphene a critical product for a variety of uses.

Graphene can be used in dozens of biomedical devices and drug delivery applications. It can be used in automobiles, paint and tires, and it has numerous applications in electronics and home appliances. Graphene also has a superconductor properties, making it a useful electrical engineering material. Ultra-sensitive sensors made from graphene can detect very fine and minute particles allowing such sensors to notify humans of dangerous environments and can be used in image sensing to detect ultra-violet, infrared and even terahertz frequencies. Graphene can also be used to enhance the strength of materials while reducing product weight, making it a useful material in the production of aviation products. However, its principal initial use will be to improve energy storage and batteries for electric vehicles and for storing wind and solar power. It will help to make possible the green economy, in addition to its other uses.

However, graphene remains costly. At an acceptable purity level, the market price of graphene ranges from $167 to $450 per gram. The cost of the raw materials, as well as the equipment and technology used to manufacture graphene are the principal factors behind its cost.

Graphjet’s Products

Graphjet produces its artificial graphite and graphene from palm ~~seed~~kernel ~~kernels~~shell, a waste product widely available in Malaysia and other countries that produce palm seed oil. Unlike mineral or coal-based or petroleum-based graphite that is ultimately limited and must be mined and processed to produce commercial grade graphite, Graphjet’s raw materials are renewable, and effectively unlimited. Graphjet makes use of waste from a product that is used in food production and would otherwise need to be disposed. Graphjet’s proven technology produces graphite at cost of approximately $4,500 per ton making it significantly cheaper than both natural and other sources of artificial graphite.

Graphjet’s process to produce graphene from palm kernel shell-based graphite is also simpler. Taking advantage of the purer graphite produced from palmitoylation, Graphjet can produce highly consistent graphene at a higher purity level, in excess of 99.99% purity. Its other physical and chemical properties of Graphjet’s graphene are more consistent than graphene produced from natural graphite as well. The end result is that Graphjet can sell a better product at a lower price.

While it is not possible under current laws to ship the raw palm kernel shells overseas, it is possible to transfer the intermediate product overseas, which would allow manufacturers to meet domestic production requirements. Import and export restriction ~~cans~~can be different for different country, due to ~~the~~ the regulations regarding different handling practices of palm kernel seeds, one concern being inadvertently introducing foreign bacteria into a country.

Graphjet will be able to obtain all the raw materials it needs from local sources in Malaysia. Malaysia is the second largest producer of palm seed oil globally, producing approximately 24% of global palm seed oil. As a result, the Malaysian palm seed industry produces over five million tons of palm kernel shells annually. While Graphjet is in the process of finalizing agreements with suppliers for long term contracts to secure its raw materials, Graphjet believes palm kernel shells will remain readily available as there are currently no other users of palm kernel shells and Malaysia produces 5 million tons of palm kernel shell yearly. Considering Graphjet’s planned production would be way below the amount of palm kernel shell produced annually, Graphjet does not foresee obstacles sourcing its raw materials.

Graphjet believes that its cost and quality will allow an acceleration of the growth of the graphite and graphene market, and will make graphite and graphene available for more uses than is possible at current prices and quality. This will allow Graphjet’s customers to offer their products at lower prices accelerating their market adoption.

Graphjet’s Strategy

On December 27, 2022, Graphjet entered into a supply agreement with Toyoda. Pursuant to the supply agreement, Graphjet will supply Toyoda with graphite and graphene in an aggregate amount of revenue of $30 million to Toyoda for their carbon neutral mobility product. Toyoda’s main business is to develop, manufacture and sell hydrogen energy vehicles, pure electric vehicles, electric bicycles (including electric motorcycles), drones, electric agriculture vehicles, yachts and hydrogen internal combustion engine vehicle. Toyoda ~~possess~~possesses all the proprietary and patent right pertaining to such technology. In light of the recent tightening of export controls over export of graphite by China, we were unable to export graphite from China in 2023, therefore we did not produce any revenue pursuant to the supply agreement in 2023. Graphjet is working towards completing a mass production facility in Malaysia that is capable of producing sufficient graphite and graphene to Toyoda. The agreement still stands and there are no further developments to be included for 2024 and 2025.

~~Graphjet~~To isgain ~~currently~~complete ~~seeking~~control of the manufacturing process, on August 19, 2025, the Company entered into a ~~suitable~~Sale ~~location~~and toPurchase ~~open~~Agreement ~~its~~(the ~~first~~“Sale ~~main~~and ~~manufacturing~~Purchase ~~plant~~Agreement”) with Cosmo Esteem SDN BHD, a company incorporated in and under the laws of Malaysia. ~~This~~(the ~~will~~“Vendor”) ~~give~~and Graphjet ~~compete~~Technology SDN ~~control~~BHD, a wholly owned subsidiary of the ~~manufacturing process~~Company (the “Purchaser”). AsPursuant ~~Graphjet~~to ~~grows~~the Sale and Purchase Agreement, wethe ~~will~~Purchaser bought ~~construct~~the ~~additional~~property ~~manufacturing~~from ~~plants~~which inthe ~~different~~Company ~~states~~currently ofoperates ~~Malaysia~~from, ~~and~~which ~~also~~was ~~take~~owned ~~consider~~by ~~building~~the Vendor. As payment for the property to the Vendor, the Company agreed to issue 97,462,455 of its ordinary shares at a ~~manufacturing~~per ~~plant~~share inprice ~~North~~of ~~America~~USD$ 0.074, to ~~work~~Tan ~~with~~Chin EVTeong, which ~~automakers~~is 1,624,375 post-Share inConsolidation Shares. On August 25, 2025, the ~~United~~Company ~~States~~issued 528,464 post-Share ofConsolidation shares ~~America~~to Tan Chin Teong.

As Graphjet grows, we will construct additional manufacturing plants in different states of Malaysia and also consider building a manufacturing plant in North America to work with EV automakers in the United States of America.

Graphjet intends to differentiate itself from its competitors based on the quality and price of graphite and graphene, as well as sustainability. To accomplish this, it will continue to invest in research and development and build out its sales and marketing team. It currently delivers high quality graphite and graphene at the lowest cost and with the only sustainable manufacturing process currently in use.

Upon completion of the manufacturing ~~plant~~plants, Graphjet management projects the capacity for graphite and graphene will be approximately 10,000 to 50,000 tons and 60 to 200 ~~tons~~ tons per annum, respectively.

In addition to the planned manufacturing plant, Graphjet Technology plans to build a commercial artificial graphite production facility in Nevada. The plant is expected to be capable of recycling up to 30,000 metric tons of palm kernel ~~material~~shells equivalent - a widely abundant agricultural waste product in in Malaysia - to produce up to 10,000 metric tons of battery-grade, artificial graphite per year. This level of production is expected to to be able to support the production of enough batteries to power more than 100,000 electric vehicles (EVs) per year.

Graphjet’s Manufacturing Process

Graphjet uses palm kernel shell, a biomass waste product that is abundant in Malaysia, as its raw material for producing graphite and graphene. The palm kernel shells are ~~dried~~washed ~~and crushed~~ to remove the debris, water and oil. toThe ~~get~~cleaned ~~the~~palm ~~pure~~kernel ~~biomass~~shells ~~form.~~are ~~Next~~then dried before adding Graphjet’s formula to isthe ~~added~~palm tokernel ~~the~~shells ~~biomass~~ to go through a catalyzation to prepare for the pyrolysis process. Then the pyrolysis process, known as thermal cracking process, extracts the carbon content out from the catalyzed palm kernel shell, producing graphite raw material. The graphite then goes through a process known as material shaping, followed by graphitization process to obtain the palm-based synthetic graphite. This will be Graphjet’s product to be sold to the customers or used as raw material as to make palm kernel-based graphene through graphitization preparation process.

Research and Development

Graphjet has developed its technology in collaboration with UKM and UTEM. This allowed it to bring the technology to commercialization faster for more graphene applications, and at a lower cost than would have been possible. While Graphjet does not have a formal agreement with UTEM, Graphjet signed a Memorandum of Understanding with UKM, which is ranked ~~129th~~138th in the world for best university, for the purpose of research and development collaboration, on February 1, 2021. The Memorandum of Understanding with UKM provides for the following collaborative activities, synthesis and characterization of palm kernel shells biomass-based precursors to produce graphite and graphene; project of preparing high quality and high purity man-made graphite from palm-based biomass; project on biomass man-made graphite as raw material to produce high-quality single-layer graphene; and diversified research and development based on man-made graphene application products, amongst other.

In addition, Graphjet appointed UKM ~~UTEM,~~ ranked ~~450th~~ 138th, and Kwansei Gakuin University, ranked ~~1350th,~~1985th ~~and Shibaura Institute of Technology, rank 1201th,~~ as technology representatives for the Japan region, Imperial College London, world ranked ~~7th~~8th, for the United Kingdom region and Massachusetts Institute of Technology, ranked number 12 in the world, for the United States region, Graphjet is also involved in joint research and development in graphite and graphene applications for various types of batteries.

Sales and Marketing

Graphjet uses technology that drives the cost advantage to produce graphite and graphene. With the cost advantage, Graphjet can penetrate the graphene market, offering higher quality graphene at about 80-90% less than the current market price (market price USD $200 to $450 per gram) offered by the existing suppliers. Furthermore, Graphjet can produce higher quality graphene which provides customers with a superior product for downstream production uses such as for energy storage, and the production of supercapacitors and graphene batteries.

Intellectual Property

On March 28, 2022, Graphjet entered into a Deed of Assignment, as supplemented by the Supplemental Deed dated July 29, 2022, with ZhongHe Tiancheng Technology Development (Beijing) Co. Ltd, pursuant to which Graphjet acquired a palm-based synthetic graphite and the preparation method thereof with the application no. PI2021002802, a palm-based synthetic graphite and the preparation method thereof with the application no. CN111892048A and a preparation system of palm-based synthetic graphite with the application no. CN111675214A and all the intellectual property rights attached thereto. On March 10, 2022, Graphjet entered into Intellectual Property Sales Agreement with Liu Yu, as supplemented by the letter from Liu Yu to Graphjet dated July 29, 2022, pursuant to which Graphjet purchased the process for producing palm-based graphene. Graphjet currently owns all of the intellectual property rights to its technology and manufacturing process and Graphjet’s technology is not subject to any ownership, intellectual property, or other rights of any parties other than Graphjet.

Graphjet’s technology will provide a strong alternative option in the artificial graphite market. Traditionally in the market, artificial graphite is preferred by the technology industry due to its higher quality as compared to mineral graphite. Artificial graphite is usually sourced from coal or petroleum coke, which is a byproduct in its respective industry. Therefore, traditional artificial graphite may be limited by shortages or supply chain issues related to coal and petroleum coke. At this time, there are no similar supply chain issues that would affect Graphjet’s access to palm kernel shells used to produce its version of artificial graphite.

Employees

Graphjet has 1820 employees in the following departments: research and development, production, sales and marketing, administration, and believes its relationship with its employees is cooperative and its employees share the same goals as management to industrialize palm kernel shell-based graphite and graphene, making the products available worldwide.

As Graphjet expands, it believes it will be able to source personnel that can contribute to the technical, marketing and business development aspects of the Company.

Facilities

~~Graphjet~~On ~~leases~~August an19, ~~office~~2025, Graphjet ~~space~~entered ininto ~~Selangor~~a ~~that~~Sale isand ~~approximately~~Purchase 90Agreement (the “Sale and Purchase Agreement”) with Cosmo Esteem SDN BHD,~~000~~ ~~sq.~~a ~~ft.~~company incorporated in and under the laws of Malaysia (the “Vendor”) and Graphjet isTechnology ~~currently~~SDN ~~seeking~~BHD, a ~~suitable~~wholly ~~location~~owned subsidiary of Graphjet (the “Purchaser”). Pursuant to ~~open~~the ~~its~~Sale ~~first~~and ~~main~~Purchase ~~manufacturing plant~~Agreement, inthe ~~Malaysia.~~Purchaser ~~This~~bought ~~will~~the ~~give~~property from which Graphjet ~~compete~~currently operates ~~control~~from, ofwhich ~~the~~was ~~manufacturing~~owned ~~process~~by the Vendor.

In addition to the planned mass manufacturing plant, Graphjet Technology plans to build a commercial artificial graphite production facility in Nevada. The plant is expected to be capable of recycling up to 30,000 metric tons of palm kernel material equivalent - a widely abundant agricultural waste ~~product~~ product in Malaysia - to produce up to 10,000 metric tons of battery-grade, artificial graphite per year. This level of production is ~~expected~~ expected to be able to support the production of enough batteries to power more than 100,000 electric vehicles (EVs) per year.

Regulatory Environment

The graphene and graphite industry are governed by laws, which continue to evolve and change over time. The costs and resources necessary to comply with these laws are significant. Our profitability depends in part upon our ability, and that of our affiliated providers and independent contractors, to operate in compliance with applicable laws and to maintain all applicable licenses. To the extent any of our employees or third-party contractors engages in any misconduct or activity in violation of an applicable law, we may be subject to increased liability under the law or increased government scrutiny. If any such action is instituted against us, and we are not successful in defending ourselves or asserting our rights, such action could have a significant impact on our business, including the imposition of significant fines or other sanctions. Complying with any new legislation and regulations could be time-intensive and expensive, resulting in a material adverse effect on our business.

Legal Proceedings

From time to time, we may become a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. While the outcomes of these matters are uncertain, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Item 1A. Risk Factors

The following risk factors apply to the business and operations of Graphjet Technology and its consolidated subsidiaries. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to realize the anticipated benefits of the Business Combination and may have an adverse effect on the business, cash flows, financial condition and results of operations of Graphjet Technology. We may face additional risks and uncertainties that are not presently known to us or that we currently deem immaterial, which may also impair our business, cash flows, financial condition and results of operations.

Risks Related to Our Business and Industry

We have a very limited operating history, which may make it difficult for you to evaluate the success of our business to date and to assess our future viability.

Graphjet was formed on December 23, 2019, and our objective is to become a manufacturer of artificial graphite and graphene using a waste product, palm seed kernels. To date, we have devoted substantially all of our resources to performing research and development and enabling manufacturing activities in support of our product development efforts, hiring personnel, acquiring and developing our technology, performing business planning, establishing our intellectual property portfolio and raising capital to support and expand such activities. Our production methods utilizing palm kernel shells to produce single layer graphene and artificial graphite is a new type of product in the industry. Predicting our future revenue and appropriately budgeting for our expenses is difficult, and we have limited insight into trends that may emerge and affect our business. If actual results differ from our estimates or we adjust our estimates in future periods, our operating results and financial position could be materially and adversely affected. You should consider our prospects in light of the risks and uncertainties emerging companies encounter when introducing a new product.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

As of September 30, ~~2024~~2025, the Company incurred a net loss of approximately $1716.84 million and, as of that date, the Company’s current liabilities, exceeded its current assets by approximately $1910.90 million. ~~Since~~ ~~the date of inception, we have not recorded any revenue. We incurred significant costs in pursuit of constructing our first manufacturing facility and developing our intellectual property.~~ These factors, among others, raise substantial doubt about its ability to continue as as a going concern.

We face a variety of risks related to our proposed graphene/graphite manufacturing business.

We plan to develop a graphene/graphite manufacturing business that produces low-cost, high-quality, and high-margin graphene/graphite. The proposed graphene and graphite manufacturing carries a number of risks, including, without limitation:

●

unanticipated liabilities or contingencies, including those related to intellectual property;

●

the need for additional capital and other resources to expand into the graphene/graphite manufacturing business; and

●

competition from better-funded public and private companies, including from producers of natural graphite, artificial graphite, and competition from foreign companies that are not subject to the same environmental and other regulations as the Company.

Entry into a new line of business may also subject us to new laws and regulations with which we are not familiar and may lead to increased litigation and regulatory risk. Further, our graphene/graphite manufacturing business model and strategy are still evolving and are continually being reviewed and revised, and we may not be able to successfully implement our business model and strategy. We may not be able to produce graphene or graphite with the characteristics needed for commercial use, and we may not be able to attract a sufficiently large number of customers. If we are unable to successfully implement our graphene/graphite manufacturing business, our revenue and profitability may not grow as we expect, our competitiveness may be materially and adversely affected, and our reputation and business may be harmed.

1112

In developing our proposed graphene/graphite manufacturing business, we have and will continue to invest significant time and resources. Initial timetables for the development of our graphene/graphite manufacturing business may not be achieved. Failure to successfully manage these risks in the development and implementation of our new graphene/graphite manufacturing business could have a material adverse effect on our business, results of operations and financial condition.

The graphene and graphite industry is highly competitive. Our market share, net sales or net income could decline due to vigorous price and other competition.

Competition in the graphene and graphite industry is based primarily on market acceptance, material differentiation and quality, delivery reliability and customer service. Competition with respect to new material is, and is expected to continue to be, based primarily on price, performance and cost effectiveness, customer service and product innovation. Competition could prevent implementation of price increases, require price reductions or require increased spending on research and development, marketing and sales that could adversely affect us. In such a competitive market, changes in market conditions, including customer demand and technological development, could adversely affect our competitiveness, sales and/or profitability.

We may or may not recoup expenditures associated with our growth.

To keep pace with increasing market demand, we need to invest in expanding our production capacity. The manufacture of our graphene and graphite is capital-intensive, and equipment, once purchased, may break down or require costly maintenance or may become obsolete due to technological improvements or other factors. There can be no assurance that investments intended to increase production capacity will have the desired impact which could materially and adversely affect our operating results and financial position.

We may not respond quickly and profitably to continued innovations in the graphene and graphite industry.

We believe that technological advances in graphene and graphite manufacturing will continue to occur and new technologies will continue to develop. Advances in the manufacturing of graphene and graphite could allow our competitors to develop graphene and graphite faster or produce more efficiently or at lower cost than we can or they may have significantly greater sources in which to grow their graphene and graphite innovation more rapidly. If we are unable to adapt or incorporate technological advances into our operations, our production facilities could become less competitive. Further, it may be necessary for us to incur significant expenditures to acquire any new technologies and retrofit our current processes to remain competitive.

If we do not effectively implement our sales, marketing and service plans, our sales will not grow and our results of operations will suffer.

Our sales and marketing efforts may not achieve intended results and, therefore, may not generate the projected revenue we anticipate. As a result of our corporate strategies, we have decided to focus our resources on selected vertical markets. We may change our focus to other markets or applications in the future. There can be no assurance that our focus or our near-term plans will be successful. If we are not able to address markets for graphene and graphite successfully, we may not be able to grow our business, compete effectively or achieve profitability. Although we have secured the letter of intents from our potential customers, such letters are non-binding and can be terminated as and when they want. There can also be no assurance that we will be able to secure the contracts from our potential customers or any other customers.

We are unlikely to enter into any long-term contracts with its customers. The lack of long-term contracts is mainly due to the nature of the business that graphene and graphite prices fluctuate, the prevailing customer practices where the demand for graphene and graphite is subject to the customers’ needs and business decisions, of which are difficult to secure any long- term contracts. The absence of long-term contracts may result in the fluctuation of our sales and result in uncertainties over the overall financial performance. Should our future customers cease purchasing from us, and if we are unable to replace these customers with new customers in a timely manner, our financial performance may be adversely affected. However, we believe that our customers are unlikely to switch to alternative competitors due to price and quality, that differentiate Graphjet to its competitors.13

12We are unlikely to enter into any long-term contracts with its customers. The lack of long-term contracts is mainly due to the nature of the business that graphene and graphite prices fluctuate, the prevailing customer practices where the demand for graphene and graphite is subject to the customers’ needs and business decisions, of which are difficult to secure any long-term contracts. The absence of long-term contracts may result in the fluctuation of our sales and result in uncertainties over the overall financial performance. Should our future customers cease purchasing from us, and if we are unable to replace these customers with new customers in a timely manner, our financial performance may be adversely affected. However, we believe that our customers are unlikely to switch to alternative competitors due to price and quality, that differentiate Graphjet to its competitors.

While we strive to ensure customer satisfaction by improving our graphene and graphite quality, strengthening existing business relationships and establishing relationships with new customers to expand our customer base, any adverse economic conditions or slowdowns in the demand graphene may negatively impact the sales, which will consequently result in a decline in our financial performance.

We must continuously invest in research and development and devote significant resources to commercializing new products in the graphene and graphite industry.

To remain competitive, we must continuously invest in research and development and our future growth depends on penetrating new markets, expansion in current markets, and introducing quality graphene and graphite that achieve market acceptance. Much of our technology and intellectual property portfolio is at an early stage of development, and we may not be able to continue to identify, develop, exploit, market and, in certain cases, secure regulatory approval for, innovative graphene and graphite in a timely manner or at all. Further, our graphene and graphite may not achieve market acceptance, create any additional revenue or become profitable, which could materially harm our business, prospects, financial results and liquidity. In the event that we are not able to secure the customer contracts for the sales of at least 60 tons of graphene yearly throughout 2023- through 2027, our financial performance could be materially affected.

Because we have limited capital, inherent manufacturing risks pose a significant threat to us compared with our larger competitors.

Because we have limited capital, we may be unable to withstand significant losses that can result from inherent risks associated with manufacturing graphene and graphite, including environmental hazards, industrial accidents, flooding, earthquake, interruptions due to weather conditions and other acts of nature which larger competitors could withstand. Such risks could result in damage to or destruction of our infrastructure and production facilities, as well as to adjacent properties, personal injury, environmental damage and processing and production delays, causing monetary losses and possible legal liability.

Any malfunction or system failure on the plant and machinery may interrupt the business operations, result in unavailability of its services and hinder the ability to manage the processing of graphene and graphite to meet its customers’ order and expose us to other operational inefficiencies and risk that could materially and adversely affect the business, financial condition and results of operations.

Risks of relationships with third parties in respect of commercialization, sales and marketing of our graphene and graphite products.

Although we have resources and staff dedicated to research and development and market conditions, other factors such as management efficiencies may make it required or preferable for us to enter into collaboration arrangements with third parties for the commercialization, sales and marketing of our graphene and graphite. If we are not successful entering into appropriate collaboration arrangements or recruiting sales and marketing personnel or in building a sales and marketing infrastructure, we will have difficulty successfully commercializing our graphene and graphite, which would adversely affect our business, operating results and financial condition.

We may not be able to enter into collaboration agreements on terms acceptable to us or at all. In addition, even if we enter into such relationships, we may have limited or no control over the sales, marketing and commercialization activities of these third parties. Our future revenues may depend heavily on the success of the efforts of these third parties. If we elect to establish a sales and marketing infrastructure, we may not realize a positive return on this investment.

Our failure to protect our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly.

Although we have taken many protective measures to protect our technology with trade secrets, know-how and specialized domain expertise, including agreements, limited access, segregation of knowledge, password protections and other measures, policing unauthorized use of proprietary technology can be difficult and expensive.

Also, litigation may be necessary to enforce our intellectual property rights, protect our trade secrets, or determine the validity and scope of the proprietary rights of others. Such litigation may result in our intellectual property rights being challenged, limited in scope, or declared invalid or unenforceable. We cannot be certain that the outcome of any litigation will be in our favor, and an adverse determination in any such litigation could impair our intellectual property rights and may harm our business, prospects and reputation.

We rely primarily on know-how, specialized knowledge, domain expertise, trade secrets and non-disclosure, confidentiality and other types of contractual restrictions to establish, maintain, and enforce our intellectual property and proprietary rights. However, our rights under these laws and agreements afford us only limited protection and the actions we take to establish, maintain, and enforce our intellectual property rights may not be adequate. For example, our trade secrets and other confidential information could be disclosed in an unauthorized manner to third parties, our owned or licensed intellectual property rights could be challenged, invalidated, circumvented, infringed, or misappropriated or our intellectual property rights may not be sufficient to provide us with a competitive advantage, any of which could have a material adverse effect on our business, financial condition or operating results.

We may need to defend ourselves against claims that we infringe, have misappropriated or otherwise violate the intellectual property rights of others, which may be time-consuming and would cause us to incur substantial costs.

Companies, organizations, or individuals, including our competitors, and suppliers may hold or obtain patents, trademarks, or other proprietary rights that they may in the future believe are infringed by our products or services. Although we are not currently subject to any claims related to intellectual property, these companies holding patents or other intellectual property rights allegedly relating to our technologies could, in the future, make claims or bring suits alleging infringement, misappropriation, or other violations of such rights, or otherwise asserting their rights and seeking licenses or injunctions. In specific cases indemnify our customers or suppliers against claims that the products we supply infringe, misappropriate, or otherwise violate third party intellectual property rights, and we may therefore be required to defend our customers against such claims. If a claim is successfully brought in the future and we or our products are determined to have infringed, misappropriated, or otherwise violated a third party’s intellectual property rights, we may be required to do one or more of the following:

●

cease selling or using our products that incorporate the challenged intellectual property;

● pay substantial damages (including treble damages and attorneys’ fees if our infringement is determined to be willful) ;

●

obtain a license from the holder of the intellectual property right, which license may not be available on reasonable terms or at all; or

●

redesign our graphene and graphite or means of production, which may not be possible or cost-effective.

Any of the foregoing could adversely affect our business, prospects, operating results and financial condition. In addition, any litigation or claims, whether or not valid, could harm our reputation, result in substantial costs, and divert resources and management attention.

Our success will depend, among other factors, on our ability to obtain, maintain and protect our intellectual property rights.

In order to remain competitive, we must develop, maintain and protect the proprietary aspects of our brands, technologies and data. We rely on a combination of contractual provisions, confidentiality procedures and patent, copyright, trademark, trade secret and other intellectual property laws to protect the proprietary aspects of our brands, technologies and data. These legal measures afford only limited protection, and competitors or others may gain access to or use our intellectual property and proprietary information. Our success will depend, in part, on preserving our trade secrets, maintaining the security of our data and know-how and obtaining and maintaining other intellectual property rights. We may not be able to obtain or maintain intellectual property or other proprietary rights necessary to our business or in a form that provides us with a competitive advantage.

In addition, our trade secrets, data and know-how could be subject to unauthorized use, misappropriation, or disclosure to unauthorized parties, despite our efforts to enter into confidentiality agreements with our employees, consultants, clients and other vendors who have access to such information, and could otherwise become known or be independently discovered by third parties. Our intellectual property, including trademarks, could be challenged, invalidated, infringed, and circumvented by third parties, and our trademarks could also be diluted, declared generic or found to be infringing on other marks. If any of the foregoing occurs, we could be forced to re-brand our products, resulting in loss of brand recognition and requiring us to devote resources to advertising and marketing new brands, and suffer other competitive harm. Third parties may also adopt trademarks similar to ours, which could harm our brand identity and lead to market confusion. Failure to obtain and maintain intellectual property rights necessary to our business and failure to protect, monitor and control the use of our intellectual property rights could negatively impact our ability to compete and cause us to incur significant expenses. The intellectual property laws and other statutory and contractual arrangements in the United States and other jurisdictions we depend upon may not provide sufficient protection in the future to prevent the infringement, use, violation or misappropriation of our trademarks, data, technology and other intellectual property and services, and may not provide an adequate remedy if our intellectual property rights are infringed, misappropriated or otherwise violated.

We rely, in part, on our ability to obtain, maintain, expand, enforce, and defend the scope of our intellectual property portfolio or other proprietary rights, including the amount and timing of any payments we may be required to make in connection with the licensing, filing, defense and enforcement of any patents or other intellectual property rights. The process of applying for and obtaining a patent is expensive, time consuming and complex, and we may not be able to file, prosecute, maintain, enforce or license all necessary or desirable patent applications at a reasonable cost, in a timely manner, or in all jurisdictions where protection may be commercially advantageous, or we may not be able to protect our proprietary rights at all. Despite our efforts to protect our proprietary rights, unauthorized parties may be able to obtain and use information that we regard as proprietary. In addition, the issuance of a patent does not ensure that it is valid or enforceable, so even if we obtain patents, they may not be valid or enforceable against third parties.

Graphjet received approval of its patent application (i) for a palm-based synthetic graphite and the preparation method thereof on September 22, 2022; and a palm-based synthetic graphene and the preparation method thereof on March 27, 2024. Our patent application for producing palm-based graphene may not result in an issued patent and our patents may not be sufficiently broad to protect our technology. Moreover, even if we are able to obtain patent protection for both productions, such patent protection may be of insufficient scope to achieve our business objectives. Issued patents may be challenged, narrowed, invalidated or circumvented. Decisions by courts and governmental patent agencies may introduce uncertainty in the enforceability or scope of patents owned by or licensed to us. Furthermore, the issuance of a patent does not give us the right to practice the patented invention. Third parties may have blocking patents that could prevent us from marketing our own products and practicing our own technology. Alternatively, third parties may seek approval to market their own products similar to or otherwise competitive with our products. In these circumstances, we may need to defend and/or assert our patents, including by filing lawsuits alleging patent infringement. In any of these types of proceedings, a court or agency with jurisdiction may find our patents invalid, unenforceable or not infringed; competitors may then be able to market products and use manufacturing and analytical processes that are substantially similar to ours. Even if we have valid and enforceable patents, these patents still may not provide protection against competing products or processes sufficient to achieve our business objectives.

1516

We depend on third parties for certain construction, maintenance, engineering, transportation, warehousing and logistics services.

We contract, or will contract, with third parties for certain services relating to the design, construction and maintenance of various components of our production facilities and other systems. If these third parties fail to comply with their obligations, the facilities may not operate as intended, which may result in delays in the production of our products and materially adversely affect our ability to meet our production targets and satisfy customer requirements or we may be required to recognize impairment charges. In addition, production delays could cause us to miss deliveries and breach our contracts, which could damage our relationships with our customers and subject us to claims for damages under our contracts. Any of these events could have a material adverse effect on our business, financial condition, results of operations or cash flows.

We will also rely primarily on third parties for the transportation of our products. In particular, a significant portion of our goods are transported to different countries, which requires sophisticated warehousing, logistics and other resources. If any of the third parties that we use to transport products are unable to deliver the goods in a timely manner, we may be unable to sell these products at full value or at all, which could cause us to miss deliveries and breach our contracts, which could damage our relationships with our customers and subject us to claims for damages under our contracts. Any of these events could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Our sales and results of operations could be materially and adversely impacted by risks inherent in international markets.

As we expand in international markets, customers may have difficulty or be unable to integrate our products into their existing systems or may have difficulty complying with foreign regulatory and commercial requirements. As a result, our products may require redesign. Any redesign of the product may delay sales or cause quality issues. In addition, we may be subject to a variety of other risks associated with international business, including import/export restrictions, fluctuations in currency exchange rates and economic or political instability. In addition, doing business internationally subjects us to risks relating to political or social unrest, as well as corruption and government regulation, including U.S. laws such as the Foreign Corrupt Practices Act. If any of these events occur, our businesses may be adversely affected.

Our operations are subject to hazards which could result in significant liability to us.

Our operations are subject to hazards associated with manufacturing and the related use, storage, transportation and disposal of raw materials, products and wastes. These hazards include explosions, fires, severe weather (including but not limited to hurricanes or other adverse weather that may be increasing as a result of climate change) and natural disasters, industrial accidents, mechanical failures, discharges or releases of toxic or hazardous substances or gases, transportation interruptions, human error and terrorist activities. These hazards can cause personal injury and loss of life, severe damage to or destruction of property and equipment as well as environmental damage, and may result in suspension of operations and the imposition of civil and criminal liabilities, including penalties and damage awards. While we believe our insurance policies are in accordance with customary industry practices, such insurance may not cover all risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We may incur losses beyond the limits, or outside the coverage, of our insurance policies. In the future, we may not be able to obtain coverage at current levels, and our premiums may increase significantly on coverage that we maintain. Costs associated with unanticipated events in excess of our insurance coverage could have a material adverse effect on our business, competitive or financial position or our ongoing results of operations.

Complying with numerous health, safety and environmental regulations is both complex and costly.

Our business is subject to numerous health, safety, and environmental requirements in Malaysia. Such laws and regulations govern, among other matters, air emissions, wastewater discharges, solid and hazardous waste management and the use, composition, handling, distribution, and transportation of hazardous materials. Many such laws and regulations are becoming increasingly stringent (and may impose strict liability) and the cost of compliance with these requirements can be expected to increase over time. Although we believe that our operations comply with applicable regulations, any failure to comply with these laws and regulations could result in us incurring costs and /or liabilities, including as a result of regulatory enforcement, personal injury, property damage and claims and litigation resulting from such events, which could adversely affect our results of operations and financial condition.

Industrial operations can be hazardous.

Accidents involving the mishandling of heavy equipment or hazardous substances could cause severe or critical damage or injury to property and human health. Such an event could result in civil lawsuits and/or regulatory enforcement proceedings, both of which could lead to significant liabilities. Any damage to persons, equipment or property or other disruption of our business could result in significant additional costs to replace, repair and insure assets, which could negatively affect our business, prospects, operating results and financial condition.

Our business may be impacted by international instability, war, terrorism, and geopolitical events.

International political and economic instability or volatility, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, public corruption, expropriation and other economic or political uncertainties could interrupt and negatively affect the performance of our services, sale of our products or other business operations. A slowdown in economic growth in some emerging markets could result in long sales cycles, greater risk of uncollectible accounts and longer collection cycles. Fluctuations or devaluations in currency values, especially in emerging markets, could have an adverse effect on us, our suppliers, logistics providers and manufacturing vendors. Although our reporting currency is the U.S. dollar, we operate in different geographical areas and transact in a range of currencies in addition to the U.S. dollar, such as Malaysian Ringgit. As a result, movements in exchange rates may cause our revenue and expenses to fluctuate, impacting our profitability, financial position and cash flows. All of these factors could result in increased costs or decreased revenues, and could materially and adversely affect our product sales, financial condition and results of operations.

Our projections are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding the demand for our products. As a result, our projected revenues, market share, expenses and profitability may differ materially from our expectations in any given quarter or fiscal year.

To date, we have not had any sales of our products, but have three letters of intent with potential customers and on December 27, 2022, we executed ours first supply agreement with Toyoda Trike Inc. This supply agreement provides that we will supply graphite and graphene amounting to $30 million to Toyoda Trike for their carbon neutral mobility product. Thus, we are expected to be the key supplier of raw materials for Toyoda’s carbon neutral mobility products as its first customer contract. However, there remains uncertainty as to the timing of delivery of this product and the acquisition of additional contracts and customers. In light of the recent tightening of export controls over export of graphite by China, we were unable to export graphite from China in 2023, therefore we did not produce any revenue pursuant to the supply agreement in 2023. Graphjet is working towards completing a production facility in Malaysia that is capable of producing sufficient graphite and graphene to Toyoda.

We operate in a rapidly changing and competitive industry and our projections are subject to the risks and assumptions made by management with respect to our industry. Further, the synthetic graphene industry is a dynamic industry, characterized by rapid changes in technology, frequent introduction of new and more advanced solutions as well as evolving industry standards. Market demand advances at a rapid pace and industry standards constantly evolve. We are subject to the risks of inability to incorporate leading technologies and respond to technological advances and emerging industry standards and practices on a timely and cost-effective basis; and inability to maintain, upgrade and develop our systems and infrastructure to cater to rapidly expanding operations.

Operating results are difficult to forecast as they generally depend on our assessment of the timing of orders and delivery of product. Additionally, our business may be affected by reductions in demand for product and the price of competitors product as a result of a number of factors which may be difficult to predict. Similarly, our assumptions and expectations with respect to margins and the pricing of our graphene and graphite product may not prove to be accurate since we do not have any operating history. This may result in decreased revenue, and we may be unable to adopt measures in a timely manner to compensate for any unexpected shortfall in revenue. This inability could cause our operating results in a given quarter or year to be higher or lower than expected. If actual results differ from our estimates, analysts or investors may negatively react and our share price could be materially adversely affected.

Our future success depends in part on our ability to increase our production capacity and we may not be able to do so in a cost-effective manner.

We intend to begin construction on a manufacturing plant. Our ability to plan, construct and equip the manufacturing plant, and any future additional manufacturing plants, is subject to significant risks and uncertainties, including the following:

●

The expansion or construction of any manufacturing facilities will be subject to the risks inherent in the development and construction of new facilities, including risks of delays and cost overruns as a result of factors outside our control, such as delays in government approvals, burdensome permitting conditions, and delays in the delivery of manufacturing equipment and subsystems that we manufacture or obtain from suppliers.

●

Adding manufacturing capacity in any international location will subject us to new laws and regulations including those pertaining to labor and employment, environmental and export import. In addition, it brings with it the risk of managing larger scale foreign operations.

●

We may be unable to achieve the production throughput necessary to achieve our target annualized production run rate at our current and future manufacturing facilities.

●

Manufacturing equipment may take longer and cost more to engineer and build than expected and may not operate as required to meet our production plans.

●

We may depend on third-party relationships in the development and operation of additional production capacity, which may subject us to the risk that such third parties do not fulfill their obligations to us under our arrangements with them.

●

We may be unable to attract or retain qualified personnel.

●

Natural disaster events, such as earthquakes, tsunamis, floods, monsoon seasons, severe weather conditions, and landslides, which could have an adverse effect on the progress of the construction of the manufacturing plant.

●

We use external freight shipping and transportation services to transport and deliver materials and equipment for our manufacturing plant. Adverse fluctuations in freight costs, limitations on shipping and receiving capacity, and other disruptions in the transportation and shipping infrastructure at important shipping and delivery points could materially adversely affect the progress of the manufacturing plant.

●

Our equipment for the production will be imported from China to Malaysia, in which this will be subjected to the legislations, regulations and/or policy regarding importation, exportation and customs in Malaysia and China.

●

Labor shortage or work stoppages would also affect the progress, as such, we will source available workforce locally and/or from the surrounding community.

●

Delays in construction of our manufacturing plant.

●

We are subject to laws, regulations and standards, related to building and operation of the manufacturing plant, including product safety, health and safety and environmental matters. We may also face unexpected delays in obtaining permits and approvals required under relevant laws in connection with the construction and operation of the manufacturing plant.

If we are unable to expand our manufacturing facilities, we may be unable to further scale our business. If the demand for our product or our production output decreases or does not rise as expected, we may not be able to spread a significant amount of our fixed costs over the production volume, thereby increasing our per unit fixed cost, which would have a negative impact on our financial condition and results of operations.

If we fail to manage our growth effectively, our business and operating results may suffer.

Our current growth and future growth plans may make it difficult for us to efficiently operate our business, challenging us to effectively manage our capital expenditures and control our costs while we expand our operations to increase our revenue. If we experience significant growth in orders, without improvements in automation and efficiency, we may need additional manufacturing capacity and we and some of our suppliers may need additional and capital intensive equipment. Any growth in manufacturing must include a scaling of quality control as the increase in production increases the possible impact of manufacturing defects. In addition, any growth in the volume of sales of our products may outpace our ability to engage sufficient and experienced personnel to manage the higher number of installations and to engage contractors to complete installations on a timely basis and in accordance with our expectations and standards. Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results and financial condition. Our future operating results depend to a large extent on our ability to manage this expansion and growth successfully.

We believe that our success and our ability to reach our strategic objectives are highly dependent on the contributions of our key management, technical, engineering and sales personnel. The performance of the business operation, implementation of on-going projects and successful execution on the business strategy will depend on the expertise, experience, and contribution of the management team. The loss of the services of any of our key executives or employees could disrupt our operations, delay the development and introduction of our products and services, and negatively impact our business, prospects and operating results. We cannot assure you that we will be able to successfully attract and retain senior leadership necessary to grow our business. Furthermore, there is increasing competition for talented individuals in our field. We cannot assure that we will be able to afford the compensation packages customary in our filed, which may lead to inability to attract and retain leadership and talent. Our failure to attract and retain our executive officers and other key technology, sales, marketing and support personnel, could adversely impact our business, prospects, financial condition, and operating results. In addition, we do not have “key person” life insurance policies covering any of our officers or other key employees.

Future litigation or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations.

We may be involved in legal proceedings, administrative proceedings, claims and other litigation that arise in the ordinary course of business. In addition, since our products are a new type of graphene and graphite product, we may in the future need to seek the amendment of existing regulations or, in some cases, the creation of new regulations, in order to operate our business in some jurisdictions. Such regulatory processes may require public hearings concerning our business, which could expose us to subsequent litigation.

AShareholders ~~substantial number of lawsuits~~ have ~~been~~also filed dozens byof ~~SPAC~~nuisance ~~shareholders~~claims ~~seeking~~alleging tomisleading ~~contest~~disclosures ~~the~~in ~~terms~~proxy ~~of,~~statements orsoliciting ~~disclosures~~shareholder ~~surrounding,~~approval of de-SPAC merger transactions. These ~~While~~kinds ~~shareholders and~~of ~~plaintiffs’~~proxy ~~firms~~statement ~~have~~challenges, ~~long~~which ~~contested~~are ~~public~~common ~~company~~in the public M&A ~~transactions~~setting, ~~and~~ are ~~bringing~~frequently ~~similar~~brought ~~challenges~~under toSection ~~de-SPAC~~14 ~~merger~~of ~~transactions,~~the ~~certain~~Securities ~~structural~~Exchange ~~features~~Act of ~~SPACs~~1934 ~~have~~(the ~~led~~“Exchange ~~shareholders~~Act”) toand ~~make~~SEC ~~new~~Rule ~~twists on those arguments~~14a-9. ~~For~~In ~~example~~these actions, ~~shareholders in~~plaintiffs’ alawyers ~~SPAC sued in Delaware state court~~ threaten to enjoin a ~~de-SPAC~~shareholder ~~transaction~~vote ~~arguing~~until ~~that~~ the ~~SPAC~~issuer ~~directors~~releases ~~and~~supplemental ~~officers breached their fiduciary duties by rushing to sign a deal just before the time limit to return capital to investors expired that was not in the best interests of SPAC shareholders~~information. ~~The~~We ~~plaintiffs~~settled ~~also~~one ~~alleged~~such ~~that~~lawsuit, ~~several~~and ofowe the ~~SPAC~~plaintiff’s ~~managers lacked independence because they were promised~~ ~~board~~counsel ~~membership~~a inde ~~the~~minimus ~~post-transaction~~“mootness ~~company~~fee”. ~~The lawsuit was voluntarily dismissed after the SPAC issued additional disclosures.~~

Another SPAC was sued in Delaware to enjoin the merger, where the shareholders argued that the SPAC’s directors breached their fiduciary duties by signing a merger agreement that would give the target’s current owners voting control of the post-merger company, and also by waiving the corporate opportunity doctrine to allow the owners of the target to compete with the post-merger company. According to the plaintiffs, the sponsors permitted these deal terms because they were more focused on their next SPAC than the future of the target company.

Shareholders have also filed dozens of nuisance claims alleging misleading disclosures in proxy statements soliciting shareholder approval of de-SPAC merger transactions. These kinds of proxy statement challenges, which are common in the public M&A setting, are frequently brought under Section 14 of the Securities Exchange Act of 1934 (the “Exchange Act”) and SEC Rule 14a-9. In these actions, plaintiffs’ lawyers threaten to enjoin a shareholder vote until the issuer releases supplemental information. These actions frequently settle or are voluntarily dismissed when the company issues additional disclosures, and plaintiffs’ lawyers then seek a “mootness fee” usually after the closing of the business combination. Commentators and courts have criticized this minuet on the ground that the supplemental disclosures confer no real benefits on shareholders. We can expect plaintiffs’ securities law firms to continue to file these claims in connection with many de-SPAC merger transactions to recoup these fees.

Unfavorable outcomes or developments relating to proceedings to which we are a party or transactions involving our products, such as judgments for monetary damages, injunctions, or denial or revocation of permits, could have a material adverse effect on our business, financial condition, and results of operations. In addition, settlement of claims could adversely affect our financial condition and results of operations.

Cyber-attacks or other failures in our telecommunications or information technology systems, or those of our collaborators, third-party logistics providers, distributors or other contractors or consultants, could result in information theft, data corruption and significant disruption of our business operations.

We, our programs, our collaborators, third-party logistics providers, distributors and other contractors and consultants utilize information technology, or IT, systems and networks to process, transmit and store electronic information, including but not limited to intellectual property, proprietary business information and personal information, in connection with our business activities. Our internal IT systems and those of current and future third parties on which we rely may fail and are vulnerable to breakdown, breach, interruption or damage from cyber incidents, employee error or malfeasance, theft or misuse, sophisticated nation-state and nation-state-supported actors, unauthorized access, natural disasters, terrorism, war, telecommunication and electrical failures or other compromises. As use of digital technologies has increased, cyber incidents, including third parties gaining access to employee accounts using stolen or inferred credentials, computer malware, viruses, spamming, phishing attacks, denial-of-service attacks or other means, and deliberate attacks and attempts to gain unauthorized access to computer systems and networks, have increased in frequency, intensity, and sophistication. These threats pose a risk to the security of our, our programs’, our collaborators’, third-party logistics providers’, distributors’ and other contractors’ and consultants’ systems and networks, and the confidentiality, availability and integrity of our data. There can be no assurance that we will be successful in preventing cyber-attacks or successfully mitigating their effects. We may not be able to anticipate all types of security threats, and we may not be able to implement preventive measures effective against all such security threats. The techniques used by cyber criminals change frequently, may not be recognized until launched, and can originate from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates, terrorist organizations or hostile foreign governments or agencies. Similarly, there can be no assurance that our collaborators, third-party logistics providers, distributors and other contractors and consultants will be successful in protecting our clinical and other data that is stored on their systems. Any loss of clinical trial data from our completed or ongoing clinical trials for any of our product candidates could result in delays in our development and regulatory ~~approval~~ approval efforts and significantly increase our costs to recover or reproduce the data. Although to our knowledge we have not experienced any such material system failure or material security breach to date, if such an event were to occur and cause interruptions in our operations, it could result in a material disruption of development programs and business operations.

Any cyber-attack that leads to unauthorized access, use, or disclosure of personal information, data breach or destruction or loss of data could result in a violation of applicable U.S. and international privacy, data protection and other laws and regulations, subject us to litigation and governmental investigations, proceedings and regulatory actions by federal, state and local regulatory entities in the United States and by international regulatory entities, resulting in exposure to material civil and/or criminal liability, cause us to breach our contractual obligations, which could result in significant legal and financial exposure and reputational damages. As cyber threats continue to evolve, we may be required to incur significant additional expenses in order to implement further data protection measures or to remediate any information security vulnerability. Further, our general liability insurance and corporate risk program may not cover all potential claims to which we are exposed and may not be adequate to indemnify us for all liability that maybe imposed, which could have a material adverse effect on our business and prospects. There can be no assurance that the limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages as a result of the events referenced above.

20We are dependent on the palm oil industry for availability of raw material

We are dependent on the Palm Oil Industry for Availability of Raw Material

Any fluctuation of the selling price could materially, either positively or negatively, affect our business and financial condition. The processing of graphene is contingent on the availability of raw material such as palm kernel shell, which is a natural commodity that is exposed to price volatility as a result of market demand and supply conditions. As such, we are exposed to the price volatility of raw material. We are also dependent on the palm oil industry to source the raw material such as the palm kernels for our products to ensure successful business operations and financial performance. A slowdown in the palm oil industry due to, among others, a fall in the global market prices of crude palm oil and crude palm kernel oil, a decline in demand for palm oil and palm oil product due to among others, trade barriers and restrictions, actions by pressure groups and changing customer preference, adverse changes in the countries where palm oil plantations are located, natural disasters, changes to climatic conditions that adversely affect oil palm cultivation and crop production or other factors that may affect oil palm cultivation, crop production and demand for palm oil and its derivatives and product would have a material adverse effect on our business operations and financial performance if we are not be able to source for sufficient raw material elsewhere.

Our business, financial condition and results of operations may be materially adversely affected by risks associated with our international operations.

An important part of targeting international markets is increasing our brand awareness and establishing relationships with customers internationally. However, there are certain risks inherent in doing business in international market, which is heavily regulated in many jurisdictions. These risks include:

●

local economic, political and social conditions, including the possibility of economic slowdowns, hyperinflationary conditions, political instability, social unrest or outbreaks of pandemic or contagious diseases, such as Ebola, Zika, avian flu, severe acute respiratory syndrome (SARS), H1N1 (swine flu), the disease caused by the SARS-CoV-2 novel coronavirus (COVID-19), and Middle East Respiratory Syndrome (MERS);

●

multiple, conflicting and changing laws and regulations such as tax laws, privacy and data protection laws and regulations, export and import restrictions, employment laws, regulatory requirements and other governmental approvals, permits and licenses;

●

obtaining regulatory approvals or clearances where required for the sale of our products in various countries; requirements to maintain data and the processing of that data on servers located in countries in which we may operate;

●

protecting and enforcing our intellectual property rights;

●

competition from companies with significant market share in our market, with greater resources than we have and with a better understanding of user preferences;

●

financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the effect of local and regional financial pressures on demand and payment for our products and services; the inability to manage and coordinate the various legal and regulatory requirements of multiple jurisdictions that are constantly evolving and subject to change;

●

currency exchange rate fluctuations, changes in currency policies or practices and restrictions on currency conversion;

●

limitations or restrictions on the repatriation or other transfer of funds;

●

the inability to enforce agreements, collect payments or seek recourse under or comply with differing commercial laws;

●

natural disasters, political and economic instability, including wars, terrorism, political unrest, outbreak of disease, boycotts, curtailment of trade, and other market restrictions; and

●

managing the potential conflicts between locally accepted business practices and our obligations to comply with laws and regulations, including anti-corruption and anti-money laundering laws and regulations.

Our overall success and ability to continue to expand our business depends, in part, on our ability to anticipate and effectively manage these risks and there can be no assurance that we will be able to do so without incurring unexpected or increased costs. If we are not able to manage the risks related to our international operations, our business, financial condition and results of operations may be materially adversely affected. In certain regions, the degree of these risks may be higher due to more volatile economic, political or social conditions, less developed and predictable legal and regulatory regimes and increased potential for various types of adverse governmental action. Our ability to continue to expand our business and to attract talented employees, customers and members in various international markets will require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business. Entering new international markets is expensive, our ability to successfully gain market acceptance or establish a robust customer base in any particular market is uncertain. Further, the potential distraction this could cause our senior management team could lead to other areas of our operations being neglected and harm our business, financial condition and results of operations.

We may make investments into or acquire other companies or technologies, which could divert our management’s attention, result in dilution to our shareholders, and otherwise disrupt our operations, and we may have difficulty integrating any such acquisitions successfully or realizing the anticipated benefits therefrom, any of which could have an adverse effect on our business, financial condition and results of operations.

The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated. In addition, we have limited experience in acquiring other businesses and may have difficulty integrating acquired businesses or assets, or otherwise realizing any of the anticipated benefits of acquisitions. If we acquire additional businesses, we may not be able to integrate the acquired operations and technologies successfully, or effectively manage the combined business following the acquisition. Integration may prove to be difficult due to the necessity of integrating personnel with disparate business backgrounds, different geographical locations and who may be accustomed to different corporate cultures.

We also may not achieve the anticipated benefits from any acquired business due to a number of factors, including:

●

inability to integrate or benefit from acquired technologies or services in a profitable manner;

●

unanticipated costs or liabilities, including legal liabilities, associated with the acquisition;

●

difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;

●

difficulty converting the customers of the acquired business into our current and future offerings and contract terms, including disparities in the revenue model of the acquired company;

●

diversion of management’s attention or resources from other business concerns;

●

adverse effects on our existing business relationships or strategic partners as a result of the acquisition;

●

complexities associated with managing the geographic separation of the combined businesses and consolidating multiple physical locations;

●

the potential loss of key employees;

●

acquisition targets not having as robust internal controls over financial reporting as would be expected of a public company;

●

possible cash flow interruption or loss of revenue as a result of transitional matters; and

●

use of substantial portions of our available cash to consummate the acquisition.

We may issue equity securities or incur indebtedness to pay for any such acquisition or investment, which could adversely affect our business, financial condition or results of operations. Any such issuances of additional shares may cause shareholders to experience significant dilution of their ownership interests and the per share value of our ordinary shares to decline. In addition, a significant portion of the purchase price of any companies we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our results of operations based on this impairment assessment process, which could adversely affect our results of operations.

We and our products may be import and export controls and trade and economic sanctions regulations, which prohibit the shipment or provision of certain products and solutions to certain countries, governments and persons. We are also subject laws and regulations governing our operations, including regulations administered by the governments of Malaysia, including applicable export control regulations, economic sanctions and embargoes on certain countries and persons, anti-money laundering laws, import and customs requirements and currency exchange regulations. While we have mechanisms to identify high-risk individuals and entities before contracting with them, an instance of non-compliance with all such applicable laws could result in our being subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses. Likewise, any investigation of any potential violations of such laws could also have an adverse impact on our reputation, our business, results of operations and financial condition.

Risks Related to our Intellectual Property

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position. We rely on a combination of patents, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyrights, trademarks, intellectual property licenses, and other contractual rights to establish and protect our rights in our technology. Despite our efforts to protect our proprietary rights, third parties may attempt to copy or otherwise obtain and use our intellectual property or seek court declarations that they do not infringe upon our intellectual property rights or those rights are not enforceable. Monitoring unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or will take are aimed to prevent misappropriation. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources, including significant amounts of time from our key executives and management, and may not have the desired outcome.

Patent, trademark, and trade secret laws vary significantly throughout the world. Some countries do not protect intellectual property rights to the same extent as do the laws of the United States and European Union. Therefore, we may not be able to secure certain intellectual property rights in some jurisdictions, and our intellectual property rights may not be as strong or as easily enforced outside of the United States and the European Union. Failure to adequately protect our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue which, would adversely affect our business, prospects, financial condition and operating results.

Our patent applications may not issue as patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.

Our future success will be dependent in part on our research and development of our palm-based artificial graphene technology and the protection of our intellectual property. We have registered our technology and equipment for patents, which is pending examination, and commercialized its research and development and marketing capability to form our production enterprise. The realization of anticipated benefits and expected business arising from our proprietary intellectual property are dependent in part on the successful implementation of our business strategies.

We cannot be certain that our pending patent application will result in an issued patent for our graphene production. The status of patents involves complex legal and factual questions, and the breadth of claims allowed is uncertain. As a result, we cannot be certain that the patent applications that we file will result in patents being issued, or that any patents that may be issued to us in the future will afford protection against competitors with similar technology. In addition, patent applications filed in foreign countries are subject to laws, rules, and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications will be issued in other regions. Furthermore, even if these patent applications are accepted and the associated patents issued, some foreign countries provide significantly less effective patent enforcement than in the United States.

In addition, patents that may be issued to us may be infringed upon or designed around by competitors, suppliers or others which may obtain patents that we need to license or design around, either of which would increase costs and may adversely affect our business, prospects, and operating results.

As our patents may expire and may not be extended, our patent applications may not be granted and our patent rights may be contested, circumvented, invalidated or limited in scope, our patent rights may not protect we effectively. In particular, we may not be able to prevent others from developing or exploiting competing technologies.

WeOur ~~cannot assure you that we will be granted~~ patents ~~pursuant to our pending applications or those we plan to file in the future. Even if our patent applications succeed and we are issued patents in accordance with them, these patents~~ could be contested, circumvented or invalidated in the future. In addition, the rights granted under any issued patents may not provide we with meaningful protection or competitive advantages. The claims under any patents that issue from our patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to us. The intellectual property rights of others could also bar us from licensing and exploiting any patents that issue from our pending applications. Numerous patents and pending patent applications owned by others exist in the fields in which we ~~has~~have developed and is developing our technology. These patents and patent applications might have priority over our patent applications and could result in refusal of or invalidation of our patent applications. Finally, in addition to those who may claim priority, any of our existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable.

We may need to defend ourselves against patent or trademark infringement claims, which may be time-consuming and would cause us to incur substantial costs.

Companies, organizations, or individuals, including our competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop, sell, leasing or market our vehicles or components, which could make it more difficult for us to operate our business. From time to time, we may receive communications from holders of patents (including non-practicing entities or other patent licensing organizations), trademarks or other intellectual property regarding their proprietary rights. Companies holding patents or other intellectual property rights may bring suits alleging infringement of such rights or otherwise assert their rights and urge us to take licenses. Our applications and uses of trademarks relating to our design, software or artificial intelligence technologies could be found to infringe upon existing trademark ownership and rights. In addition, if we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:

●

cease manufacturing our aircraft, or discontinue use of certain components in our aircraft, or offering services that incorporate or use the challenged intellectual property;

●

pay substantial damages;

●

seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms, or at all;

●

redesign our aircraft; or

●

establish and maintain alternative branding for our aircraft or services

In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology or other intellectual property right, our business, prospects, operating results and financial condition could be materially and adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.

We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our employees’ former employers.

Many of our employees were previously employed by other companies or by suppliers to companies in the same industry we operate. We may be subject to claims that us or these employees have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of our former employers. Litigation may be necessary to defend against these claims. If we fail in defending such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. A loss of key personnel or our work product could hamper or prevent our ability to commercialize our products, which could severely harm our business. Even if we are successful in defending against these claims, litigation could result in substantial costs and demand on management resources.

Risks Related to the Regulatory Environment in Which We Operate

Our sales and results of operations could be materially and adversely impacted by risks inherent in international markets.

Our operations are subject to hazards which could result in significant liability to us.

Complying with numerous health, safety and environmental regulations is both complex and costly.

Industrial operations can be hazardous.

Risks Related to Ownership of Our Securities

An active market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

The price of our securities may vary significantly due to factors specific to us as well as to general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

The trading market for our ordinary shares depends, to some extent, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts, or the information contained in their reports. If one or more analysts publish research reports that are interpreted negatively by the investment community, or have a negative tone regarding our business, financial condition or results of operations, industry or end-markets, our share price could decline. In addition, if a majority of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

Future sales of our Class A Ordinary Shares, or the perception of such sales, by us or our shareholders in the public market could cause the market price for our Class A Ordinary Shares to decline.

The sale of our Class A Ordinary Shares in the public market, or the perception that such sales could occur, could harm the prevailing market price of our Class A Ordinary Shares. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that it deems appropriate.

In addition, the Class A Ordinary Shares reserved for future issuance under the Equity Incentive Plan will become eligible for sale in the public market once those shares are issued, subject to any applicable vesting requirements, lockup agreements and other restrictions imposed by law. A total number of shares equal to 14248,~~903,075~~385 have been reserved for future issuance under the Equity Incentive Plan. We intend to file a registration statement on Form S-8 under the Securities Act to register Class A Ordinary Shares or securities convertible into or exchangeable for Class A Ordinary Shares issued pursuant to the Equity Incentive Plan, which registration statement will automatically become effective upon filing. Accordingly, shares registered under the registration statements will be available for sale in the open market.

In the future, we may also issue its securities in connection with investments or acquisitions. The amount of Class A Ordinary Shares issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding Class A Ordinary Shares. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to our shareholders.

Our Class A Ordinary Share price may decline, and you could lose all or part of your investment as a result.

Broad market and industry factors may materially harm the market price of Graphjet Technology’s securities irrespective of its operating performance. The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of Graphjet Technology’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to Graphjet Technology could depress Graphjet Technology’s share price regardless of its business, prospects, financial conditions or results of operations. You may not be able to resell your Class A Ordinary Shares at an attractive price due to a number of factors such as those listed in “— Risks Related to Our Business and Industry” and the following:

●

actual or anticipated fluctuations in Graphjet Technology’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

●

changes in the market’s expectations about Graphjet Technology’s operating results;

●

success or entry of competitors;

●

Graphjet Technology’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

●

changes in financial estimates and recommendations by securities analysts concerning Graphjet Technology or the homebuilding industry in general;

●

operating and share price performance of other companies that investors deem comparable to Graphjet Technology;

●

Graphjet Technology’s ability to bring its products and technologies to market on a timely basis, or at all;

●

changes in laws and regulations affecting Graphjet Technology’s business;

●

Graphjet Technology’s ability to meet compliance requirements;

●

commencement of, or involvement in, litigation involving Graphjet Technology;

●

changes in Graphjet Technology’s capital structure, such as future issuances of securities or the incurrence of additional debt;

●

the volume of Graphjet Technology’s shares of ordinary share available for public sale;

●

any major change in the Graphjet Technology’s Board of Directors (the “Board of Directors”) or management;

●

sales of substantial amounts of Graphjet Technology’s shares of Ordinary Share by its directors, executive officers or significant stockholders or the perception that such sales could occur;

●

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations, and acts of war or terrorism, inflation and market liquidity; and

●

the other risk factors set forth in the “- Risks Related to Graphjet Technology’s Business and Industry.”

A decline in the market price of Graphjet Technology’s securities also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future. In the past, following periods of market volatility, stockholders have initiated derivative actions. If we are involved in derivative litigation, it could have a substantial cost and divert resources and the attention of management from our business regardless of the outcome of the litigation

We intend to retain future earnings, if any, for future operations, expansion and debt repayment, and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on our Class A Ordinary Shares will be at the sole discretion of our Board of Directors. Our Board of Directors may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications of the payment of dividends by us to our shareholders or by our subsidiaries to us and such other factors as our Board may deem relevant. As a result, you may not receive any return on an investment in our Class A Ordinary Shares unless you sell your Class A Ordinary Shares for a price greater than that which you paid for them.

Our shareholders may experience dilution in the future.

The percentage of our Class A Ordinary Shares owned by current shareholders may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including, without limitation, equity awards that we may grant to our directors, officers and employees, and exercise of our warrants. Such issuances may have a dilutive effect on our earnings per share, which could adversely affect the market price of our Class A Ordinary Shares.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.

We are subject to laws, regulations and rules enacted by national, regional and local governments ~~and Nasdaq~~. In particular, we are required to comply with certain SEC, ~~Nasdaq~~ and other legal or regulatory requirements of businesses providing financial services. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. These laws, regulations, and rules include, without limitation, the following:

●

As an employer, we will be subject to state and federal laws relating to employment practices, health and safety of employees, employee benefits and other employment-related matters.

● As a company whose Class A Ordinary Shares are listed for trading on Nasdaq, we are subject to Nasdaq’s continued listing requirements, which include requirements relating corporate governance matters, the size of the public float of our shares, and the minimum bid price of our shares. We are also required to notify Nasdaq of various corporate actions.

●

We are an SEC reporting company and therefore we are required to comply with the various rules and regulations of the SEC that relate to, among other things, the timing and content of annual, quarterly and current reports, the process to register additional shares for sale to the public or for resale by existing investors, and disclosures in connection with meetings of our stockholders. Changes in these rules and regulations can have a significant impact on us.

As our business expands to additional states, we will be required to review and comply with those states’ laws that apply to our services and business activities. We will also be required to determine whether we will become subject to additional areas of regulation if we expand the types of activities in which we engage. For example, because we do not hold customer deposits or offer loans for consumer or personal purposes, we are not currently required have a financial institution charter or lending license in the states in which we currently provide services or loans. If we do not identify activities that would require a regulatory application, license or other approval, or if the interpretation and application of the laws to which we are currently subject change, those additional laws, rules, and regulations or changes therein could have a material adverse effect on our business, investments and results of operations. A failure to comply with any applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on our business and results of operations.

We cannot assure you that as a result of factors outside of Graphjet Technology’s business and outside of Graphjet Technology’s control issues may arise. As a result of these factors, we may be forced to later write down or write off assets, restructure operations, or incur impairment or other charges that could result in losses. Unexpected risks may arise, and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about Graphjet Technology or its securities. Accordingly, our shareholders could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

As a public company with listed equity securities, Graphjet Technology will need to comply with laws, regulations, and requirements, including the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), certain corporate governance provisions of the Sarbanes-Oxley Act, and related regulations of the SEC ~~and requirements of Nasdaq~~, with which it was not required to comply as a private company. The Exchange Act requires that Graphjet Technology file annual, quarterly, and current reports with respect to its business and financial condition. Graphjet Technology did not timely file a Form 10-K for the year ended September 30, 2024 and Forms 10-Q for the quarters ended December 31, 2024, ~~and~~ March 31, 2025 and June 30, 2025. As of the date of this Prospectus, we have filed all its required annual, quarterly, and current reports with the SEC. Graphjet Technology might not be able to file timely reports in the future, or its reported financial results may be materially misstated and result in the loss of investor confidence and cause the market price of its securities to decline.

The Sarbanes-Oxley Act requires, among other things, that Graphjet Technology establish and maintain effective internal controls and procedures for financial reporting. Section 404 of the Sarbanes-Oxley Act requires Graphjet Technology’s management and independent auditors to report annually on the effectiveness of its internal control over financial reporting. However, Graphjet Technology is an “emerging growth company,” as defined in the JOBS Act, and, for as long as it continues to be an emerging growth company, it intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404. Once Graphjet Technology is no longer an emerging growth company or, if prior to such date, it opts to no longer take advantage of the applicable exemptions, it will be required to include an opinion from its independent auditors on the effectiveness of its internal control over financial reporting.

Graphjet Technology will cease to be an “emerging growth company” upon the earliest of (i) the last day of the fiscal year (A) following the fifth anniversary of the closing of the Energem Initial Public Offering (the “IPO”), September 30, 2027, (B) in which we have total annual gross revenue of at least $1.235 billion, or (C) in which we are deemed to be a large accelerated filer, which means the market value of our outstanding ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three year period. These reporting and other obligations will place significant demands on management, administrative, operational, and accounting resources and will cause Graphjet Technology to incur significant expenses. It may need to upgrade its systems or create new systems, implement additional financial and management controls, reporting systems and procedures, create or outsource an internal audit function, and hire additional accounting and finance staff. If it is unable to accomplish these objectives in a timely and effective fashion, its ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. Any failure to maintain effective internal control over financial reporting could have a material adverse effect on Graphjet Technology’s business, prospects, liquidity, financial condition, and results of operations.

As a public company, these rules and regulations make it more expensive for Graphjet Technology to obtain director and officer liability insurance. These factors could also make it more difficult to attract and retain qualified members to the Board of Directors, particularly to serve on the audit committee and compensation committee, and qualified executive officers.28

As a public company, these rules and regulations make it more expensive for Graphjet Technology to obtain director and officer liability insurance. These factors could also make it more difficult to attract and retain qualified members to the Board, particularly to serve on the audit committee and compensation committee, and qualified executive officers.

As a result of disclosure of information in this prospectus and in filings required of a public company, Graphjet Technology’s business and financial condition is more visible, which it believes may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, Graphjet Technology’s business and operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in Graphjet Technology’s favor, these claims, and the time and resources necessary to resolve them, could divert the resources of Graphjet Technology’s management and adversely affect its business and operating results.

As a public company, Graphjet Technology is obligated to develop and maintain proper and effective internal control over financial reporting. Graphjet Technology may not complete its analysis of its internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in Graphjet Technology and, as a result, the value of its securities.

Graphjet Technology is required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting as of the end of its fiscal year. This assessment will need to include disclosure of any material weaknesses identified by Graphjet Technology’s management in its internal control over financial reporting. Graphjet Technology is in the early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 of the Sarbanes-Oxley Act. It may not be able to complete its evaluation, testing, and any required remediation in a timely fashion. During the evaluation and testing process, if Graphjet Technology identifies one or more material weaknesses in its internal control over financial reporting, it will be unable to assert that its internal controls are effective. If it is unable to assert that its internal control over financial reporting is effective, it could lose investor confidence in the accuracy and completeness of its financial reports, which would cause the price of its securities to decline, and it may be subject to investigation or sanctions by the SEC.

Our quarterly operating results may fluctuate significantly because of several factors, including:

●

labor availability and costs for hourly and management personnel;

●

profitability of our services, especially in new markets and due to seasonal fluctuations;

●

macroeconomic conditions, both nationally and locally;

●

negative publicity relating to products we serve;

●

changes in consumer preferences and competitive conditions;

●

expansion to new markets; and

●

fluctuations in commodity prices.

The trading market for our Class A Ordinary Share will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. Securities and industry analysts do not currently, and may never, publish research on the Graphjet Technology. If no securities or industry analysts commence coverage of Graphjet Technology, the stock price and trading volume of the Class A Ordinary Shares of Graphjet Technology would likely be negatively impacted. If any of the analysts who may cover Graphjet Technology change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of the Class A Ordinary Shares would likely decline. If any analyst who may cover the Company were to cease coverage of Graphjet Technology or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause the stock price or trading volume of the Class A Ordinary Shares to decline,

We may be unable to obtain additional financing to fund the operations and growth of Graphjet Technology.

We may require additional financing to fund the operations or growth of Graphjet Technology. We expect from time to time need additional financing to fund operations and to expand our business. We may, from time to time, explore additional financing sources to lower our cost of capital, which could include equity, equity-linked and debt financing. In addition, from time to time, we may evaluate acquisitions and other strategic opportunities. If we elect to pursue any such investments, we may fund them with internally generated funds, bank financing, the issuance of other debt or equity or a combination thereof. There is no assurance that any such financing or funding would be available to us on acceptable terms or at all. Sales of securities registered under the registration statement to which this prospectus forms a part could lower the market price of our Class A Ordinary Shares. We do not believe this would harm our chances of raising capital, but could affect the sale price and number of securities we need to issue.

The failure to secure additional financing could have a material adverse effect on the continued development or growth of Graphjet Technology.

As a public company, we are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of internal control over financial reporting. To comply with the requirements of being a public company, and we may need to undertake various actions, such as implementing additional internal controls and procedures and hiring additional accounting or internal audit staff. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of Graphjet Technology as a privately-held company. Further, as an emerging growth company, our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404 until the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event that it is not satisfied with the level at which the controls of Graphjet Technology are documented, designed or operating.

Testing and maintaining these controls can divert our management’s attention from other matters that are important to the operation of our business. If we identify material weaknesses in the internal control over financial reporting of Graphjet Technology or are unable to comply with the requirements of Section 404 or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls over financial reporting when we no longer qualify as an emerging growth company, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our ordinary share could be negatively affected, and we could become subject to investigations by the SEC or other regulatory authorities, which could require additional financial and management resources.

There can be no assurance that we will be able to comply with the continued listing standards of ~~Nasdaq or~~ any ~~other~~U.S. stock exchange.

~~Our~~The ~~Ordinary~~trading ~~Shares~~of ~~are~~our ~~currently listed~~Class A ordinary shares on the Nasdaq. WeGlobal ~~must~~Market ~~satisfy~~was ~~the~~suspended ~~continued~~on ~~listing~~November ~~requirements~~13, of2025, ~~Nasdaq~~and tois ~~maintain~~currently quoted on the ~~listing~~OTC ofPink ~~our~~Limited ~~Ordinary~~marketplace ~~Shares~~under the symbol “GTIJF”.

On May 30, 2024, Graphjet Technology ~~(the “Company”)~~ received a notice (the “10-Q Notice”) from Nasdaq Listing Qualifications (“Nasdaq”) notifying the Company that as it has not yet filed its Form 10-Q for the period ended March 31, 2024 (the “Form 10-Q”), and the Company no longer complies with Listing Rule 5250(c)(1) for continued listing on Nasdaq. The Company has 60 calendar to submit to Nasdaq a plan to regain compliance, and if such plan is accepted, Nasdaq may grant the Company an exception of up to 180 calendar days from the prescribed due date for filing the Form 10-Q, or until November 18, 2024, to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a Hearings Panel. The 10-Q Notice from Nasdaq has no immediate effect on the listing of the Company’s ordinary shares. The Company is working diligently with its independent registered public accounting firm to complete the Form 10-Q. There can be no assurance that the Company will regain compliance with the Nasdaq’s rules or maintain compliance with any of the other Nasdaq continued listing requirements.

On February 21, 2025, the Company received written notice (the “Minimum Bid Price Notice”) from Nasdaq indicating that the Company no longer complies with Nasdaq Listing Rule 5550(a)(2) requiring that listed securities maintain a minimum bid price of $1 per share (the “Minimum Bid Price Rule”) based upon the Company’s closing bid price for the last 32 consecutive days. Additionally, the Minimum Bid Price Notice confirms that Rule 5550(a)(2) grants the Company 180 calendar days, or until August 20, 2025, to regain compliance. Further, the Minimum Bid Price Notice states that Nasdaq will provide confirmation of compliance and close the matter if the Company’s listed securities maintain the Minimum Bid Price for ten consecutive days at any time during the compliance period. The Minimum Bid Price Notice serves only as a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities. Though there can be no assurance that the Company will regain or maintain compliance with the Minimum Bid Price Rule, the Company is exercising diligent efforts and intends to regain compliance with the Minimum Bid Price Rule within the compliance period.

On February 28, 2025, the Company received a notification letter (the “Reports Notice”) from Nasdaq indicating that, as a result of (i) the Company’s delay in filing its Quarterly Report on Form 10-K for the period ended September 30, 2024 (the “Initial Delinquent Filing”) with the SEC and (ii) the Company’s delay in filing its Annual Report on Form 10-Q for the period ended December 31, 2024 (the “Second Delinquent Filing”), the Company is not in compliance with the requirements for continued listing under Nasdaq Listing Rule 5250(c)(1). The Reports Notice states that the Company has 60 calendar days, or until April 29, 2025, to submit a plan to regain compliance with Rule 5250(c)(1) with respect to the delinquent reports. If Nasdaq accepts the Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Initial Delinquent Filing, or until July 14, 2025, to regain compliance. The Company continues to work diligently to complete the Form 10-K and the Form 10-Q. The Reports Notice has no immediate effect on the listing or trading of the Company’s ordinary shares on the Nasdaq Global Market.

On March 5, 2025, the Company received a notification letter (the “MVLS Notice”) from Nasdaq which notified the Company that, for the 30 consecutive business days, the Company’s market value of listed securities (“MVLS”) closed below the $50,000,000 MVLS threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days, or until September 1, 2025 (the “MVLS Compliance Period”), to regain compliance with the MVLS Rule. The MVLS Notice notes that, to regain compliance, the Company’s MVLS must close at or above $50,000,000 for a minimum of ten consecutive business days during the MVLS Compliance Period. The MVLS Notice further notes that if the Company is unable to satisfy the MVLS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market). If the Company does not regain compliance by the end of the MVLS Compliance Period, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel. The MVLS Notice has no immediate effect on the listing or trading of the Company’s ordinary shares on the Nasdaq Global Market. The Company intends to actively monitor the Company’s MVLS between now and September 1, 2025, and may, if appropriate, evaluate available options to resolve the deficiencies and regain compliance with the MVLS Rule. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards.31

On March 5, 2025, the Company received a notification letter (the “MVLS Notice”) from Nasdaq which notified the Company that, for the 30 consecutive business days, the Company’s market value of listed securities (“MVLS”) closed below the $50,000,000 MVLS threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days, or until September 1, 2025 (the “MVLS Compliance Period”), to regain compliance with the MVLS Rule. The MVLS Notice notes that, to regain compliance, the Company’s MVLS must close at or above $50,000,000 for a minimum of ten consecutive business days during the MVLS Compliance Period. The MVLS Notice further notes that if the Company is unable to satisfy the MVLS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market). If the Company does not regain compliance by the end of the MVLS Compliance Period, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel. The MVLS Notice has no immediate effect on the listing or trading of the Company’s ordinary shares on the Nasdaq Global Market. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards.

On April 25, 2025, the Company received a notification letter (the “MVPHS Notice”) from Nasdaq notifying the Company that, for the previous 30 consecutive business days, the Company’s market value of publicly held shares (“MVPHS”) closed below the $15,000,000 MVPHS threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2) (the “MVPHS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until October 22, 2025 (the “MVPHS Compliance Period”), to regain compliance with the MVPHS Rule. The MVPHS Notice notes that, to regain compliance, the Company’s MVPHS must close at or above $15,000,000 for a minimum of ten consecutive business days during the MVPHS Compliance Period. The MVPHS Notice further notes that if the Company is unable to satisfy the MVPHS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market). If the Company does not regain compliance by the end of the MVPHS Compliance Period, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel. The MVPHS Notice has no immediate effect on the listing or trading of the Company’s ordinary shares on the Nasdaq Global Market. The notice does not affect the Company’s ongoing business operations or its reporting requirements with the SEC. The Company intends to actively monitor the Company’s MVPHS between now and October 22, 2025, and may, if appropriate, evaluate available options to resolve the deficiencies and regain compliance with the MVPHS Rule. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards.

In connection with the Reports Notice received on February 28, 2025, on June 4, 2025, the Company received a determination letter (the “Determination”) from Nasdaq stating that Nasdaq had determined that the Company did not provide a definitive plan evidencing its ability to achieve compliance with the Listing Rule before July 15, 2025, or 180 days following the due date of the Initial Delinquent Filing. The Determination stated that, as a result, the Company’s request for continued listing on Nasdaq was denied and that trading of the Company’s ordinary shares will be suspended at the opening of business on June 13, 2025 and that a Form 25-NSE will be filed with the SEC, which will remove the Company’s securities from listing and registration on Nasdaq. The Determination also stated that the Company is not in compliance with Listing Rule 5250(c)(1) due to the Company’s delay in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2025. The Determination informed the Company that it may appeal the decision to a Hearings Panel (the “Panel”).

On June 11, 2025, the Company submitted an appeal to Nasdaq requesting a hearing before the Panel pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Company intends to present to the Panel its plan to regain and thereafter maintain compliance with the Listing Rule. The hearing request stays the suspension of the Company’s securities and the filing of the Form 25-NSE for a period of 15 days from the date of the request. In connection with the hearing request, the Company also requested a stay of the suspension pending the hearing (the “Additional Stay”). The Company submitted the payment of a hearing fee in the amount of $20,000.00 payable to Nasdaq.

On June 12, 2025, the Company received a letter that the Staff’s determination has been stayed, pending a final written decision by the Panel. The hearing will be held on July 17, 2025. Thus, the Company’s Class A Ordinary Shares will continue to trade at least until the Company receives the written response to hearing.

On June 18, 2025, the Company received a written notice from Nasdaq indicating that the Company no longer complied with Nasdaq Listing Rule 5450(a)(1) (“Rule 5450(a)(1)”) requiring that listed securities maintain a minimum bid price of $0.10 per share based upon the Company’s closing bid price for the last 10 consecutive trading days prior to the notice. The notice also stated that the noncompliance with Rule 5450(a)(1) serves as an additional basis for delisting the Company’s securities from Nasdaq, and that the matter will be considered at the hearing to be held on July 17, 2025. This notice served only as a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities. The suspension of the Company’s securities due to its noncompliance with Rule 5450(a)(1) has been stayed pending the July 17, 2025 hearing.

IfOn weJuly ~~are~~17, ~~unable~~2025, toChris ~~regain~~Lai, ~~compliance~~the Company’s CEO/CFO attended the hearing with the ~~applicable~~Nasdaq ~~requirements~~Hearing ~~for~~Panel ~~continued~~(the ~~listing~~“Hearing onPanel”) ~~Nasdaq~~and, ~~our~~together ~~Ordinary~~with ~~Shares~~the Company’s ~~may~~attorney, bepresented ~~delisted~~the ~~from~~Company’s ~~Nasdaq.~~case Ifto ~~Nasdaq delists~~the ~~our~~Hearing ~~Ordinary~~Panel. ~~Shares~~During ~~from~~the ~~trading~~hearing, onChris ~~its~~Lai ~~exchange~~made ~~for~~a ~~failure~~commitment to the ~~meet~~Hearing Panel that the ~~listing~~Company’s ~~standards~~Forms 10-Q for the three months ended December 31, us2024, ~~and~~March ~~our~~31, ~~shareholders~~2025, ~~could~~and ~~face~~June 30, 2025 ~~significant~~would ~~material~~be ~~adverse~~filed ~~consequences~~by ~~including:~~the middle of September 2025.

●On July 25, 2025, the Company received a ~~limited~~decision ~~availability~~letter offrom ~~market~~the ~~quotations~~Nasdaq ~~for~~Hearings ~~our~~Panel ~~securities;~~granting the Company’s request to continue its listing on The Nasdaq Stock. The decision is conditioned on the Company (i) demonstrating compliance with Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”) on or before August 29, 2025, (ii) demonstrating compliance with Nasdaq Listing Rule 5450(c)(1) (the “Periodic Filing Rule”) on or before September 15, 2025, and (iii) providing the Panel with an update regarding the Company’s fundraising plans on or before September 30, 2025.

●On ~~reduced~~August ~~liquidity~~7, 2025, the Company held an extraordinary general meeting of the shareholders of the Company to vote and approve 1) The Share Capital Reorganization Proposal 2) The Share Consolidation Proposal 3) The Charter Amendment Proposal and 4) The Adjournment Proposal. On the same day, the Board approved the implementation of the share consolidation at a ratio of 1-for-60 ~~our~~(the ~~securities;~~“Share Consolidation”).

●On aAugust ~~determination~~25, ~~that~~2025, ~~our~~the ~~Ordinary~~Share Consolidation ~~Shares~~became ~~are~~effective, acausing ~~“penny~~every ~~stock”~~60 ~~which~~ordinary ~~will~~shares ~~require~~of ~~brokers~~$0.0001 ~~trading~~issued inand ~~our~~outstanding ~~Ordinary~~to ~~Shares~~automatically tobe ~~adhere~~combined tointo ~~more~~one ordinary ~~stringent~~share ~~rules~~of $0.006. The Share Consolidation did not affect any shareholder’s percentage ownership, ~~possibly~~except ~~resulting~~for inadjustments that aresulted ~~reduced~~from ~~level~~the treatment of ~~trading~~fractional ~~activity~~shares, inwhich were rounded up to the ~~secondary~~nearest ~~trading~~whole ~~market~~share. ~~for~~Further, ~~our~~the ~~Ordinary~~par ~~Shares;~~value of the ordinary shares was increased from $0.0001 per share to $0.006 per share.

●On September 2, 2025, the Company received a ~~limited~~written ~~amount~~notice from Nasdaq indicating that because the Company did not regain compliance with the MVLS Rule, requiring that the Company maintain a minimum market value of ~~analyst~~its ~~coverage;~~listed ~~and~~securities of $50,000,000 for 30 consecutive trading days, by September 1, 2025, Nasdaq will consider this deficiency in their decision regarding the Company’s continued listing on The Nasdaq Global Market. 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 September 9, 2025. The Company has previously agreed with Nasdaq that it would provide Nasdaq with an update regarding the Company’s fundraising plans on or before September 30, 2025. On September 26, 2025, the Company provided Nasdaq with an update regarding its fundraising plans.

●On September 24, 2025, the Company received a ~~decreased~~written ~~ability~~notice from Nasdaq indicating the Company has regained compliance with the Period Filing Rule, which requires all listed companies to ~~issue~~timely file all required period financial reports with U.S. Securities and Exchange Commission, and the Bid Price Rule, which requires listed companies to maintain a minimum bid price of at least $1.00 per share for their primary equity security to remain listed, as required by the July 25, 2025 decision in this matter determined by the Panel. The notice further stated that the Company will be subject to a Mandatory Panel Monitor for a period of one year from the date of the notice, which means that if within that one-year monitoring period, Nasdaq finds that the Company is out of compliance with the Periodic Filing Rule, the Company will not be permitted to provide Nasdaq with a plan of compliance with respect to that deficiency and Nasdaq will not be permitted to grant additional ~~securities~~time for the Company to regain compliance with respect to that deficiency. Instead, Nasdaq will issue a Delist Determination Letter, and the Company will then have an opportunity to request a new hearing with the Panel or ~~obtain~~a ~~additional~~newly ~~financing~~convened inHearings Panel, if the ~~future~~Panel is unavailable. The Company’s securities may be delisted from Nasdaq at that time.

~~Risks Related to the Restatement of our Financial Statements~~ 33

~~This~~On ~~annual~~October ~~report~~29, ~~includes~~2025, the Company received a ~~restatement~~written ofnotice from Nasdaq indicating that because the Company did not regain compliance with Nasdaq Listing Rule 5450(b)(2)(C), ~~our~~requiring ~~financial~~that ~~statements~~the Company maintain a minimum market value of its publicly held shares of $15,000,000 for 30 consecutive trading days (the ~~Affected~~“MVPHS ~~Period~~Requirement”), by October 22, 2025, Nasdaq will consider this deficiency in their decision regarding the Company’s continued listing on the Nasdaq Global Market. ~~This~~The ~~restatement~~Notice ~~may~~further ~~affect~~stated ~~investor~~that ~~confidence~~the Company also does not currently satisfy the continued listing requirements under the Nasdaq Global Market’s Maintenance Standard 2, ~~our~~which ~~stock~~includes ~~price~~the MVPHS Requirement described above. Further, the Company, at the request of Nasdaq, has been providing updates to Nasdaq’s Hearings Panel regarding its fundraising plans and ~~may~~also ~~result~~plans into regain compliance with its continued listing requirements. The Notice has no immediate effect on the listing of ~~stockholder~~the ~~litigation~~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 November 5, 2025.

~~This~~On ~~annual~~November ~~report~~11, ~~includes~~2025, the Company received a ~~restatement~~written notice from a Hearings Advisor from the Office of ~~our~~the ~~previously~~General ~~issued~~Counsel ~~audited~~of ~~financial~~The ~~statements~~Nasdaq ~~for~~Stock Market LLC indicating that the ~~year~~Nasdaq ~~ended~~Hearings ~~September~~Panel ~~30,~~(the ~~2023,~~“Panel”) ~~which~~determined ~~had~~to ~~been~~delist ~~previously~~Graphjet’s ~~audited~~securities from The Nasdaq Global Market. byThe ~~Adeptus~~Panel’s ~~Partners~~determination ~~LLC,~~was ~~have~~based ~~now~~on ~~been~~Graphjet’s ~~re-audited~~failure ~~and~~to ~~restated~~regain bycompliance ~~Kreit~~with &Nasdaq ~~Chiu~~Listing ~~CPA,~~Rules ~~LLP~~5450(b)(2&3)(C) and 5450(b)(2)(A), the ~~Company~~market value of publicly held shares and market value of listed securities, respectively. Accordingly, Graphjet’s securities ~~current~~were ~~accounting~~suspended ~~firm~~from trading on November 13, ~~who~~ ~~performed~~2025. ~~the~~Effective ~~audit~~on ofNovember ~~the~~13, ~~Company~~2025, Graphjet’s ~~financial~~Class ~~statements~~A ~~for~~ordinary shares commenced trading on the ~~year~~OTC ~~ended~~Markets ~~September~~under ~~30,~~the ~~2024~~ticker assymbol ~~well~~“GTIJF”.

~~The~~Our ~~change~~Class ~~was~~A aordinary ~~result~~shares ~~of a~~now ~~re-evaluation~~trade of on the ~~relationship~~OTC ~~between~~Pink ~~Mr. Liu~~Limited, ~~the~~which ~~Company’s~~may ~~former~~limit ~~Chief~~liquidity ~~Science~~and ~~Officer~~make atit ~~the~~difficult ~~time~~for ofshareholders ~~the assignment of certain intellectual property~~ to ~~the~~sell Company. The Company had previously treated the assignment as an acquisition between third parties and accounted for the intellectual property as a purchase and valued the intellectual property as the cost of the shares ~~issued~~at ~~to Mr. Liu. In retrospect, the Company believes Mr. Liu should have been treated as~~ a ~~key~~favorable ~~personnel and thus the intellectual property should have been valued at the cost incurred by Mr~~price. ~~Liu to develop such intellectual property in accordance with ASC 850-10-20.~~

~~The~~Following ~~existence of~~ the ~~errors,~~decision to ~~along~~delist ~~with~~our ~~the~~securities ~~improper~~from ~~treatment~~Nasdaq ofon ~~Mr.~~November ~~Liu~~11, ~~as key personnel~~2025, ~~which~~our ~~led~~Class toA anordinary ~~incorrect~~shares ~~valuation~~now oftrade on the ~~cost~~OTC ~~incurred~~Pink byLimited ~~the~~marketplace ~~Company~~under ~~to develop~~ the ~~intellectual~~symbol ~~property~~“GTIJF”. ~~assigned~~Trading byon ~~Mr.~~OTC ~~Liu,~~Pink may ~~have~~result ~~the~~in ~~effect~~lower oftrading ~~eroding~~volumes ~~investor~~and ~~confidence~~reduced inliquidity ~~the~~compared ~~Company~~to ~~and~~ our ~~financial~~prior listing, ~~reporting~~which ~~and~~could ~~accounting~~make ~~practices~~it ~~and~~more ~~processes,~~difficult ~~may~~for ~~negatively~~shareholders ~~impact~~to ~~the~~sell ~~trading~~their ~~price~~shares ofat ~~our~~a ~~ordinary~~favorable ~~shares~~price ~~and~~or ~~may~~at ~~result in stockholder litigation~~all.

WeTrading ~~may~~on ~~face~~OTC ~~litigation~~Pink ~~and~~Limited ~~other~~may ~~risks~~result ~~as a~~in ~~result~~greater ofprice ~~the~~volatility ~~material~~than ~~weakness~~when in our ~~internal~~stock ~~control~~was ~~over~~listed ~~financial~~on ~~reporting~~a national exchange.

~~After~~Securities ~~consultation~~quoted ~~with~~on ~~our~~OTC Pink ~~audit~~are ~~committee,~~often ~~our~~subject ~~management~~to ~~and~~greater ~~our~~price ~~audit~~volatility ~~committee~~than ~~concluded~~securities ~~that~~on itnational ~~was~~exchanges. ~~appropriate~~The tolimited ~~restate~~liquidity ~~our~~and ~~previously~~market ~~issued~~depth ~~audited~~may ~~financial~~result ~~statements~~in ~~for~~wide ~~the~~bid-ask ~~year~~spreads ~~ended~~and ~~September~~significant ~~30,~~fluctuations ~~2023 (the “Affected Period”). We identified a material weakness~~ in ~~our internal controls over financial reporting related to~~ the ~~incorrect~~trading ~~treatment~~price of ~~Mr.~~our ~~Liu’s~~Class ~~status~~A asordinary ~~key personnel~~shares.

AsThe adelisting ~~result~~ of ~~such material weakness, the restatement of~~ our ~~financial~~Class ~~statements~~A ~~for~~ordinary ~~the Affected Period, we face potential for litigation or other disputes which~~shares ~~may~~could ~~include,~~negatively ~~among~~affect ~~others,~~investor ~~claims~~perception ~~invoking the federal~~ and ~~state~~reduce ~~securities~~demand ~~laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation~~ of our ~~financial statements~~shares. As of the date of this annual report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on the business of the combined company and its results of operations and financial condition.

Certain investors may view a delisting as a negative signal regarding our performance or prospects. Additionally, some institutional investors or funds are restricted from investing in OTC Pink securities, which could reduce demand and adversely affect the market price.

Our ability to raise additional capital may limited due to trading on OTC Pink Limited.

Trading on OTC Pink may reduce the attractiveness of our securities in public offerings. The perceived higher risk of OTC Pink securities and potential limitations on institutional investment could reduce demand for our securities in equity offerings.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 1C. Cybersecurity

Graphjet Technology recognizes the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.

Our risk management team is evaluating and addressing cybersecurity risks in alignment with our business objectives and operational needs.

Engage Third-parties on Risk Management

Recognizing the complexity and evolving nature of cybersecurity threats, Graphjet Technology has started in negotiating and engaging with a range of external experts, including cybersecurity assessors, consultants, and auditors in evaluating and testing our risk management systems. These partnerships will enable us to leverage specialized knowledge and insights, ensuring our cybersecurity strategies and processes remain at the forefront of industry best practices.

Oversee Third-party Risk

Because we are aware of the risks associated with third-party service providers, Graphjet Technology will implement stringent processes to oversee and manage these risks. We will conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards.

Risks from Cybersecurity Threats

We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

Cybersecurity Governance

The Board of Directors considers cybersecurity risk as critical and delegates cybersecurity risk oversight to the Audit Committee. The Audit Committee thoroughly evaluates our cybersecurity program, risks and corresponding mitigations.

Item 2. Properties

Graphjet Technology’s principal executive offices are located at Lot 3895, Lorong 6D, Kampung Baru Subang, Seksyen U6, 40150 Shah Alam, Selangor, Malaysia, which serves as the headquarters, research and development and production space.

On August 19, 2025, the Company entered into a Sale and Purchase Agreement (the “Sale and Purchase 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 Sale and Purchase Agreement, the Purchaser bought the property from which the Company currently operates from, which was owned by the Vendor. As payment for the property to the Vendor, the Company agreed to issue 97,462,455 of its ordinary shares at a per share price of USD$ 0.074, to Tan Chin Teong, which is 1,624,375 post-Share Consolidation Shares. On August 25, 2025, the Company issued 528,464 post-Share Consolidation shares to Tan Chin Teong.

Item 3. Legal Proceedings

From time to time, we may become involved in legal proceedings relating to claims arising from the ordinary course of business. Our management believes that there are currently no claims or actions pending against us, the ultimate disposition of which could have a material adverse effect on our results of operations, financial condition or cash flows.

Item 4. Mine Safety Disclosures

Not Applicable.

PART II

~~Our~~The trading of our Class A ordinary shares ~~are traded~~ on the Nasdaq Global Market ~~under~~was suspended on November 13, 2025, and is currently quoted on the OTC Pink Limited marketplace under the symbol “~~GTI~~GTIJF”.

AsOn November 25, 2025, the Company appealed to the Nasdaq Listing and Hearing Review Council under Nasdaq Listing Rule 5820, requested that (i) review and reverse the Panel’s delisting decision of ~~July~~November 11, 2025,; ~~there were~~and 96(ii) ~~holders~~grant a stay of ~~record~~the Panel’s decision pending the Council’s review of ~~our~~the Company’s ~~Class~~appeal Ain ~~ordinary~~order ~~shares~~to allow the Company to complete and present a detailed, evidence-based compliance plan demonstrating a clear and credible path to regain compliance with the Nasdaq Listing Rules. Nasdaq acknowledged the appeal on November 26, 2025, and requested the Company’s plan and supporting documents by December 10, 2025.

On December 10, 2025, the Company submitted its formal appeal together with an updated, documentation-backed compliance plan requesting that the Council (i) review and reverse the Panel’s decision and (ii) authorize a provisional relisting of the Company’s Class A ordinary shares on The Nasdaq Global Market during the pendency of the Council’s review to facilitate implementation of the compliance plan.

Holders

As of December 23, 2025, there were 53 holders of record of our Class A ordinary shares.

Dividends

We have not paid any cash dividends on our Class A ordinary shares to date. The payment of cash dividends by us in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any dividends will be within the discretion of our Board.

Securities Authorized for Issuance Under Equity Compensation Plans

As of September 30, ~~2024~~2025, we did not have any securities authorized for issuance under equity compensation plans. On February 28, 2024, in connection with the Transactions, our shareholders approved the Graphjet Technology 2023 Omnibus Equity Incentive Plan (the “2023 Equity Incentive Plan”). We have reserved a total of 14248,~~903,075~~ 385 Class A ordinary shares for issuance pursuant to the 2023 Equity Incentive Plan.

Recent Sales of Unregistered Securities

On May 15, 2025, Graphjet Technology and Aiden Lee Ping Wei entered into a Warrant Subscription Agreement, pursuant to which Graphjet Technology issued 20,000,000 warrants to purchase up to 200,000,000 of the Company’s Class A ordinary shares, at an exercise price of $0.055 to Aiden Lee Ping Wei. After the Share Consolidation, the amount of warrants now held by Aiden Lee Ping Wei is 333,334 warrants to purchase up to 3,333,340 Class A ordinary shares, at an exercise price of $3.30.

On August 14, 2025, the Company executed two separate Subscription Agreements with Yasuka Infinity SDN BHD (“Yasuka Infinity”) and Goh Meng Keong. The Subscription Agreement with Yasuka Infinity is to settle a debt of USD$ 21,129.80 owed by the Company to Yasuka Infinity. As settlement of the debt, the Company agreed to issue 195,646 ordinary shares to Yasuka Infinity. On August 25, 2025, the Company issued 3,261 post-Share Consolidation shares to Yasuka Infinity. The Subscription Agreement with Goh Meng Keong is also to settle a debt of USD$ 553,201.33 owed by the Company to Goh Meng Keong. As settlement of the debt, the Company agreed to issue 11,100,000 ordinary shares to Goh Meng Keong. On August 25, 2025, the Company issued 185,000 post-Share Consolidation shares to Goh Meng Keong.

On August 19, 2025, the Company entered into a Sale and Purchase Agreement (the “Sale and Purchase 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 Sale and Purchase Agreement, the Purchaser bought the property from which the Company currently operates from, which was owned by the Vendor. As payment for the property, the Company agreed to issue to Tan Chin Teong, the Vendor’s sole owner, a total of 97,462,455 ordinary shares of the Company at a per share price of USD$ 0.074, which is 1,624,375 post-Share Consolidation Shares. On August 25, 2025, the Company issued 528,464 ordinary shares to Tan Chin Teong.

On September 5, 2025 and September 9, 2025 Tan Chin Teong transferred 500,000 of his Class A Ordinary Shares to third parties. Tan Chin Teong currently holds 28,646 ordinary shares.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Annual Report”) to “we,” “us” or the “Company” refer to Graphjet Technology. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements, which have been prepared in accordance with GAAP, and the related notes thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Annual Report includes “forward-looking statements” as defined under Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”) These statement which are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Annual Report including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Annual Report, words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to the Company’s management. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For more detailed discussion regarding potential risks that could influence such outcomes, refer to the “RISK Factors” section of this Annual Report on Form 10-K. The Company’s securities filings are publicity available through the EDGAR section on the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

Graphjet Technology (the “Company”, “Graphjet”, “we,” “us” or “our”), is a former blank check company incorporated under the laws of the Cayman Islands on August 6, 2021 under the name Energem Corp., (“Energem”), and formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses.

Business Combination

On November 18, 2021, we consummated an initial public offering (“IPO”). On March 14, 2024 (the “Closing Date”), we consummated a series of transactions that resulted in the combination (the “Merger”) with Graphjet Technology Sdn. Bhd., a Malaysian private limited company (“Graphjet”), pursuant to a share purchase agreement, dated as of August 1, 2022 (the “SPA”) by and among Energem, 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 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”).

The Merger and other transactions contemplated thereby (collectively, the “Business Combination”) closed on March 14, 2024 when pursuant to the SPA, Energem acquired all of the issued and outstanding shares Graphjet Pre-Transaction Shares from the Selling Shareholders and Graphjet became a wholly owned subsidiary of Energem. Pursuant to the SPA, Energem changed its name to “Graphjet Technology” and the business of the Company became the business of Graphjet.

The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Energem was treated as the acquired company and Graphjet was treated as the acquirer for financial statement reporting purposes.

Organization and Nature of Business

The Company is the owner of the state-of-the-art patented technology for the manufacture of high-quality graphene and graphite, critical raw materials utilized across various industries including energy storage, electronics, aerospace and advanced manufacturing. For graphene, is an extraordinary material that has sparked a global rush in industry. Graphjet Technology produces graphite, graphene and graphene-based anode battery material with over 98% similarity and greater consistent compared to other synthetic graphite and graphene which are produced from petroleum coke and coal. The breakthrough technology transforms a sustainable, abundant and renewable agricultural waste product, palm kernel shells into highly valuable artificial graphene and graphite, significantly reducing carbon emissions in the process. For research and development in graphite and graphene applications, Graphjet Technology collaborates closely with prestigious institutions such as the National University of Malaysia (UKM) and University Teknikal Malaysia Melaka (UTEM), which serve as the Company’s Technology Advisor Panel, providing expect insights and guidance in technology advisory for the applications. Additionally, Graphjet’s strategic membership in the Industrial Liaison Program (ILP) at Massachusetts Institute of Technology (MIT) underscores its commitment to continuous innovation and cutting-edge research partnership.

Positioning itself as a leader in cost efficiency, Graphjet aims to be the foremost ~~low-cost~~ producer of premium artificial graphite and graphene. The Company holds a ~~patent~~patents for its proprietary bio-mass conversion process and graphite production method, and its graphene manufacturing technique. This unique capability positions Graphjet as the sole producer capable of mass-scale production of graphite and graphene using sustainable biomass sources, setting it apart from competitor worldwide.

Since Graphjet Technology uses a widely available waste product as their source, they are able to produce a higher quality product at a significantly lower cost than other graphite and graphene production methods currently in use worldwide while maintaining its high quality.

Leveraging this ~~innovation~~ innovation approach, Graphjet Technology aimed to produce superior products at a significantly reduced cost compared to conventional graphite and graphene production methods that rely on non-renewable sources. This competitive advantage ensures the ~~company~~Company’s products not only meet but exceed industry standards for quality and sustainability.

As for now, Graphjet Technology has not commenced commercial sales, but plans to strategically sample its products to leading multinational companies to gain market acceptance and facilitate procurement., The ~~company~~Company’s ultimate goal is to displace high-cost suppliers with its competitively priced, eco-friendly alternatives. To date, the Company has funded its operations primarily with proceeds through equity investments provided by its current shareholders.

In July 2023, the Company secured a production facility in Kampung Baru Subang, Selangor State, Central Malaysia,. ~~where~~The ~~machinery~~Company ~~commissioning~~ is ~~ongoing~~currently acquiring suitable machineries and developing processes to commence commercial production. Production is slated to commence by the end of ~~August 2025~~February 2026.

Key Factors Affecting Operating Results

The Company believes the key factors affecting the financial condition and results of operations include the following:

Delisting

The delisting has resulted in tightened credit terms or additional due diligence requirements from certain suppliers and partners, which may impact procurement timelines and working capital needs. In additional, the availability of capital influences our ability to meet keep operational milestones, including the completion of plant construction, installation and commissioning of production equipment, production of synthetic graphite samples for customer testing and qualification and advancing commercial discussion with potential battery and materials partners. Any delays in securing financing may postpone the commencement of production activities or the Company’s ability to meet customer qualification schedules. Nonetheless, our core technology, business model and strategic objectives remain unchanged, and we continue to work with external engineering, procurement, and customer partners to progress optional readiness where possible.

Intellectual Property

On March 28, 2022, the Company entered into a Deed of Assignment, as supplemented by the Supplemental Deed dated July 29, 2022, with ZhongHe Tiancheng Technology Development (Beijing) Co. Ltd, pursuant to which Graphjet Technology acquired a palm-based synthetic graphite and the preparation method thereof with the application no. PI2021002802, a palm-based synthetic graphite and the preparation method thereof with the application no. CN111892048A and a preparation system of palm-based synthetic graphite with the application no. CN111675214A and all the intellectual property rights attached thereto. On March 10, 2022, the Company entered into Intellectual Property Sales Agreement with Liu Yu for $6.3 million payable within the 19th to 36th month period from July 29, 2022, as supplemented by the letter from Liu Yu to Graphjet Technology dated July 29, 2022, pursuant to which the Company purchased the process for producing palm-based graphene. The Company currently owns all of the intellectual property rights to its technology and manufacturing process and the Company’s technology is not subject to any ownership, intellectual property, or other rights of any parties other than Graphjet Technology.

During the year, Liu Yu did ~~owned~~not ~~24.3%~~own any of the Company’s ordinary shares ~~as of September 30,~~ (2024: ~~and 25~~24.53% ~~of the ordinary shares of Graphjet as of September 30, 2023~~). The ~~reduction in percentage of ownership was due to the share exchange during the merger, as stated in Note 1.2. The~~ transfers of IP to the Company by Mr. Liu Yu in exchange for stock prior to or at the time of the ~~company~~Company’s IPO through merging with a US SPAC should be recorded at the transferors’ historical cost. Based upon the Company’s records, there is no historical basis of the IP. The excess paid over the IP carrying basis of approximately $6.3 million should be charged as a compensation payable in accordance with ASC 805-50-30-5.

As of September 30, 2022, the Company repaid approximately $0.5 million in cash to Mr. Liu Yu. On March 11, 2024, the Company entered the debt-to-equity conversion agreements with Mr. Liu Yu. The Company issued 1,275,000 ordinary shares at $4.00 per share amounting $5,100,000 to partially settle the outstanding balance. The fair value of those ordinary shares was $2.70 per share, and the difference between the share price per agreement and the fair value is considered as shareholder contribution and charged to additional paid-in-capital.

The approximately $5.8 million outstanding compensation payable was discounted at an imputed interest rate of 12% per annum, and the amortization expense of debt discount is included in the interest expenses. During the years ended September 30, ~~2024~~2025 and ~~2023~~2024, the Company recorded $~~350~~71,~~084~~ 035 and $~~592~~350,~~191~~084 interest expense for the amortization, respectively. As of September 30, ~~2024~~2025 and ~~2023~~2024, the outstanding balance on the payable is $~~737~~1,~~894~~296,307 and $5737,~~338~~894,~~273,~~ respectively.

The Company’s innovative technology ~~offer~~offers a strong alternative option in the artificial graphite market. Traditionally, artificial graphite is preferred by the technology industry due to its superior quality over mineral graphite. Conventional artificial graphite usually sourced from coal or petroleum coke, which is a byproduct in its respective industry. Therefore, conventional artificial graphite may be limited by shortages or supply chain issues related to coal and petroleum coke. At this time, there are no similar supply chain issues that would affect Graphjet Technology’s access to palm kernel shells used to produce its version of artificial graphite.

The Company’s success hinges on sourcing, maintaining, and enforcing strong intellectual property protections for its technology and methodologies. Should we fail to achieve comprehensive protection, others could potentially duplicate and commercialize similar technologies, undermining our competitive advantages and hindering our ability to successfully market our innovations or strategic.

Graphite Pricing

Graphite ~~prices~~Prices have receded ~~with~~since the ~~ban~~introduction of export licensing requirement by China in December 2023, and with further declines of approximately 20% for fine-flake graphite ~~since~~in ~~December~~the 1first ten months of 2024. Meanwhile, ~~2023~~in Q3 2025 the graphite price index in North America fell by around 2.7% ~~Our~~quarter on ~~business~~quarter due to subdued demand pressure. Tariff measures reduced Chinese supply flows, ~~financial~~prompting ~~condition~~buyers to reassess sourcing and ~~operating~~creating near-term ~~results~~tightness. ~~could~~In beaddition, ~~materially~~high energy and ~~adversely~~ ~~affected~~shipping tocosts ~~the~~elevated ~~extent~~production ~~prices~~and ~~for~~freight ~~graphite~~expenses, ~~continue~~resulting toin ~~decline~~constraints in competitive ~~future~~imports and margins.

China has expanded its controls effective November 8, 2025, which mandates export licenses for artificial graphite anode materials and related technology adding a new layer of supply chain and regulatory risk. Our business, financial condition and operating results could be materially and adversely affected to the extent of graphite prices declining, or if supply disruption due to export licensing or trade dynamic translate into higher landed costs or qualification delays.

In addition, the reduction in the price of critical minerals reflect broader market softness, which poses significant challenges for industry growth and revenue stability. As responsible stewards of market expansion and resilience, we continue to monitor these pricing and regulatory developments closely. We are committed to recalibrating our financial forecast and operational strategies to ensure sustainable business practices and competitiveness.

Supply of Palm Kernel Shells

~~Palm~~The Company proprietary process relies on palm kernel shells ~~are~~as the ~~critical~~ primary raw material. ~~for~~While ~~our~~PKS ~~graphite~~are ~~production~~abundant and sustainable resources, its supply and pricing are influenced by agricultural output, logistics conditions, and competition from other biomass industries. Since initiating the merger exercise in August 2022, we have witnessed a surge in palm kernel shell prices driven by heightened demand, adversely impacting our operational performance due to increased raw material cost. Any further fluctuations in palm kernel shells availability or price could affect production continuity and cost efficiency.

Customer and Border Control Issues by Malaysia and China

The recent border control measures implemented by Malaysia and China have disrupted critical raw material supply chains. These restrictions have impacted our ability to transport and trade graphite efficiently, resulting in delays to qualification timelines, production schedule and timelines and overall costs escalations.

~~US-~~In addition, China’s ban ~~Trade~~on ~~War~~graphite ~~and~~exports ~~China~~has ~~Banning~~significant ~~Export~~impact ofon the global supply chain. Graphite, a critical raw material in anode materials and ~~Graphene~~battery ~~and~~production, ~~its~~has ~~related~~seen ~~machineries~~supply constraints that have led to production slowdowns across the electric vehicle (EV) industry. While we are actively exploring alternative sourcing channels to maintain our supply, we acknowledge the widespread challenges posed by the reduced global graphite demand. Our resolve to navigate these disruptions remains steadfast, as we continuously adapt to evolving market conditions to support sustainable growth and resilience.

~~The ongoing trade tensions between the~~ US ~~and~~ -China ~~continue~~Trade toWar ~~reshaped~~and global economic landscapes, with critical implications for strategic materials. Graphite, being a critical raw material, sourcing for its machineries amidst trade war is not immune to these effects. In response, we are proactively diversifying our sourcing strategy to mitigate risks associated with this trade war. China’s ~~restriction~~Banning ~~on graphite exports, coupled~~Export ~~with the EU’s regulations limiting the use~~ of ~~graphite~~Graphite and ~~graphene~~Graphene ~~due to environmental concerns, underscore the need for strategic adaptation. While the potential of these materials remains significant, we are committed to balancing their advantages with sustainable~~ and ~~responsible~~Its ~~practices.~~Related Machineries

39The ongoing trade tensions between the US and China continue to reshape global economic landscapes, with critical implications for strategic materials. Graphite, being a critical raw material, sourcing for its machineries amidst trade war is not immune to these effects. In response, we are proactively diversifying our sourcing strategy to mitigate risks associated with this trade war. China’s restriction on graphite exports, coupled with the EU’s regulations limiting the use of graphite and graphene due to environmental concerns, underscore the need for strategic adaptation. While the potential of these materials remains significant, we are committed to balancing their advantages with sustainable and responsible practices.

Conflicts and Geopolitical Positions

The complex geopolitical landscape, particularly the ongoing conflicts, further escalation of the war, as well as further escalation of tensions between various countries could result in a global economic slowdown and long-term changes to global trade, which continues affects global supply chains and trade dynamics. As a result, the Company’s ability to procure raw materials at the desired price may be affected. Furthermore, the Company’s ability to raise equity and debt financing may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of these events on the world economy and the specific impact on the Company’s financial position, results of operations and its cash flows are not yet determinable. We remain acutely aware of these developments and prepared to pivot ~~out~~our ~~strategic~~strategy to mitigate their impact on our operation.

~~Impact of China’s Export Ban on Graphite~~40

China’s ban on graphite exports has significant impact on the global supply chain. Graphite, a critical raw material in anode materials and battery production, has seen supply constraints that have led to production slowdowns across the electric vehicle (EV) industry. While we are actively exploring alternative sourcing channels to maintain our supply, we acknowledge the widespread challenges posed by the reduced global graphite demand. Our resolve to navigate these disruptions remains steadfast, as we continuously adapt to evolving market conditions to support sustainable growth and resilience.

Price Reduction and Market Slow Down of Critical Minerals

The reduction in the price of critical minerals has implications market slowdown, posing significant challenges for industry growth and revenue stability. As responsible stewards of market expansions and resilience, we are closely monitoring these pricing and market dynamics. We are committed to recalibrating our financial forecasts and operational strategies to ensure sustainable business practices and competitiveness. We value the trust of our stakeholders as we navigate these adjustments to align with market realities.

Competition

The competitive landscape in the graphene and graphite industry is driven by several factors, including market acceptance, material differentiation and quality, delivery reliability and customer service. The competition is expected to remain fierce, based primarily on price, performance and cost effectiveness, customer service and product innovation. Competition could prevent implementation of price increases, require price reductions or require increased spending on research and development, marketing and sales that could adversely affect us. Market shifts, such as changing customer preferences and advancements technology, could directly affected our ability to remain competitive and sustain profitability. Failure to achieve anticipated sales volumes and customers adoption rates could have a detrimental impact on Graphjet Technology’s business, financial health, operating results and future prospects.

Regulatory Environment

The graphene and graphite industry ~~are~~is governed by laws, which continue to evolve and change over time. The costs and resources necessary to comply with these laws are significant. Our profitability depends in part upon our ability, and that of our affiliated providers and independent contractors, to operate in compliance with applicable laws and to maintain all applicable licenses. To the extent any of our employees or third-party contractors engages in any misconduct or activity in violation of an applicable law, we may be subject to increased liability under the law or increased government scrutiny. If any such action is instituted against us, and we are not successful in defending ourselves or asserting our rights, such action could have a significant impact on our business, including the imposition of significant fines or other sanctions. Complying with any new legislation and regulations could be time-intensive and expensive, resulting in a material adverse effect on our business, prospects, financial condition and/or results of operations.

40Impact of U.S Government Shutdown or Disruptions

The Company’ access to international capital and regulatory processing may be affected by disruptions in US government operations. During periods of US government shutdown, agencies such as the Securities and Exchange Commission (SEC) operate with limited staffing or temporary closure. This situation may delay corporate fillings, regulatory reviews, and approvals needed for fundraising activities or listing related processes. As a results, inflow of funds, investor onboarding, and compliance submissions may be postponed, affecting Graphjet’s financing timeline and strategic execution. Extended shutdown periods may also contribute to increased administrative costs, uncertainty in capital markets, and delays in cross-border investment activities. As a growing company, Graphjet’s financial standing will be adversely affected by any delay in raising funds.

Business Development and Marketing

Our commitment to excellence extends well beyond production. We recognize that robust business development and effective marketing strategies are fundamental for sustained success. To ensure our position in the competitive market, we are dedicating ample resources to enhance our business developing various strategies to better reach our customers with new marketing tools. The focus of our business development is the development of quality products that is able to meet the demand of our customers, building trust with customers and foster long term business relationship with our customers.

Qualification Process Duration

The qualification process for our products by prospective customers is a rigorous and necessary step, in line with industry standards. Industry standards dictate that this process generally spans 12 to 18 months, involves comprehensive testing, stringent quality assurance protocols, and detailed compliance checks. Our commitment during this period is to uphold the highest standards of performance and reliability in our product to our customers. While the timeline may seem extended, it represents a strategic investment in ensuring that our offerings consistently meet or exceed industry expectations.

Political and Regulatory Risks for Green Energy Policies

Graphjet may face significant uncertainty stemming from changing political landscapes and shifting green energy policies. Lawmakers’ shifting position on supporting green energy initiative make it difficult for company to project revenues and make investment decision confidently. This inconsistent support affects innovation and the adoption of sustainable materials like graphite and graphene. In addition, the lack of a consistent approach to subsidies and incentives poses a considerable challenge. Company may face reduced funding and stalled research and development efforts, limiting their ability to stay competitive and innovate. Election cycles and new government leadership can result in abrupt changes in policy, impacting strategic plans and long-term investments. Companies must continuously adapt to these policy shifts, which can be resource-intensive and disrupt operation.

Environmental Compliance and Regulation

Strict and evolving environment regulations are necessary for sustainability but add complexity to operations. Company must invest significantly in eco-friendly technologies and production methods to comply, which can increase operating costs and lengthen production cycles. Failure to comply can lead to penalties, legal challenges and reputational damage. The financial burden of compliance diverts funds from other growth-oriented activities, putting smaller companies at risk of failing behind larger competitors with more resources.

Geopolitical Tensions and Policy Shifts

Geopolitical tensions, such as presidential elections and policy shifts, affect trade relations, market access, and the availability of key raw materials. The uncertainty surrounding these events can cause delays in corporate decision-making, hinder expansion plans, and affect operational efficiency. Graphjet Technology may experience disrupted supply chains, unpredictable regulatory changes, and an inability to plan for long term growth, impacting profitability and stability.

Export and Import Regulations

Stringent import and export regulations in key markets such as Malaysia and US pose significant operational challenges. Company needs to navigate complex customs procedures and adapt to frequent policy changes that can delay shipments and increase costs. Political tensions further complicate this, leading to uncertainty in international trade. Regulatory barriers can lead to delays in product delivery, increased logistical expenses, and missed business opportunities.

Semiconductor Industry Challenge

The slowdown in the semiconductor industry, highlighted by Intel’s financial struggles, has a domino effect on industries reliant on high-tech components. Graphjet, which ~~supply~~supplies critical materials for chip production may face reduced demand and disrupted partnership. The heavy reliance of Nvidia ~~and~~ and AMD on TSMC, alongside China’s influence over Taiwan, creates additional risks. Graphjet Technology may find it harder to secure contracts and partnerships within the semiconductor sector, leading to decreased revenue streams and limited market reach.

Impact of Raw Material Shortages on Industry Leaders

Major players such as Posco and Samsung SDI have scaled back operation due to raw material shortages and political uncertainties. This reflects broader market challenges that we faced, including securing a steady supply chain and maintaining production levels. Reduced availability of raw materials drives up cost and forces production cuts, which could weaken ~~company~~Company’s market position and profitability.

Market Pricing and Global Control

China’s dominance over raw materials supply chains continues to influence global market pricing. This control not only adds prices volatility but also creates uncertainty around supply continuity. Graphjet may find it difficult to compete on cost and scale, impacting their bottom line. High dependency on a single, dominant supplier exposes companies to price fluctuations and potential shortages, threatening their ability to meet contractual obligation and remain competitive.

Access to Market and Strategic Partnership

Developing direct relationships with EV battery manufacturers is essential for growth, yet remain challenging due to competitive pressures, regional economic uncertainties and frequent management changes driven by financial pressures. Graphjet aims to bridge this gap by ensuring a reliable supply of essential materials to these manufacturers. Despite this, barriers without strategic support and government cooperation make it difficult to access these key contacts and establish long-term partnership. This inability to secure partnerships limits market penetration, slow revenue growth, and hinders Graphjet’s ability to showcase its capacity to supply high quality materials, thus impacting overall market growth and resilience.

Government Disruptions and Ceased Operations

Raw materials shortages and supply chain disruptions have led some industry leaders to reduce or cease operations. The lack of cohesive government support exacerbates these issues, making it challenging for company to sustain the operation and meet market demand. The Company may risk reduced output, ~~lost~~ lost revenues, and potential closure, underscoring the need for a diversified supply chain and strategic support from both industry and government.

Operational Disruptions and Ceased Operations

The industry has witness significant operational halts, with major players such as LG and GM ceasing certain operations due to persistent raw materials shortages. This highlights the fragility of current supply chains and the pressing need for robust, diversified sourcing strategies. Graphjet is well-positioned to support these industries by providing alternative sources that can bridge these supply chain gaps. However, without sufficient government backing, it becomes challenging to form strategic alliances with major manufacturers like GM and LG to secure consistent materials flow and ensure stability in the markets.

Supply Chain Disruptions and Strategic Support Challenges

Global supply chain vulnerabilities can significantly disrupt the availability of raw materials and machineries essential for graphite and graphene production. Factor such as natural disasters, geopolitical tensions, and pandemic can create instability in supply chains. Additionally, the challenge of developing effective supply chain strategies and partnership adds complexity. Without strategic support from suppliers and stakeholders, Graphjet may struggle to secure reliable sources for critical materials. Disruptions in the supply chain can lead to production delays, increased operational costs, and potential revenue loss. If key materials become unavailable, Graphjet may be unable to meet customer demand, leading to damaged relationship and reduced market share. Additionally, the inability to establish robust supply chain partnerships could hinder Graphjet’s operational efficiency and long-term growth, ultimately impacting stakeholder confidence and overall financial performance.

Investor Sentiment and Market Stability

Political uncertainty during election periods can lead to fluctuations in investor confidence and market stability. A deadline in investor sentiment may result in reduced capital ability to fund growth initiatives and research. Market volatility could also impact stock prices, making it challenging to raise funds through equity financing.

Regulatory Compliance Burdens

New political leadership can lead to the introduction of additional regulations that require compliance. Increased regulatory burdens could result in higher operational costs and divert resources from core business activities to compliance-related functions. This can strain financial resources and impact profitability.

International investments and Compliance

The SEC’ global cooperation stance under Gensler could be altered, affecting international agreement and compliance protocols, impacting how Graphjet interacts with global markets and U.S based investors.

Specific Policy Areas

The directions of policies around ESG (Environmental, Social, and Governance) disclosure requirements and oversight on innovative technologies may change, influencing how Graphjet and similar companies navigate these evolving regulatory expectations.

Shift in Enforcement Priorities

A new SEC chair may shift focus away from Gensler’s emphasis on transparency and investor protection, potentially leading to lighter regulatory burdens or heightened scrutiny, depending on the new leadership’s priorities.

Increased ~~global~~Global ~~supply~~Supply and ~~price~~Price ~~volatility~~Volatility

A removal of export restrictions could flood the global market with cheaper Chinese graphite and graphene, leading to price volatility. ~~Companie~~Companies like Graphjet could face margin pressures due to increased competitions and potential price war, particularly in market where they rely on high value or premium materials.

Market Saturation

With China being one of the largest producers of graphite and graphene, lifting export restrictions could lead to market oversupply, driving down prices and potentially reducing the demand for alternative suppliers, affecting the sales and market positioning of companies.

Business Continuity Risk

Without cross-functional backups or a succession plan, the company could face significant challenges in maintaining operational continuity, potentially impacting customer satisfaction and company performance. The lack of a contingency plan may ~~led~~lead to halted operations, revenue loss, or reduced market confidence during transitions.

4344

Technology Transfer and Training Gaps

A lack of knowledge ~~transfer~~ transfer leads to skill gaps, inefficiencies, and increased reliance on external consultants. The absence of structured training processes for employees on the ~~company~~Company’s technology creates a reliance on the China ~~Technician~~technician and increases risks during transitions or expansions.

Foreign Currency Exchange Rate Fluctuations

The financial performance is exposed to movement in foreign currency exchange rates, primarily between the Malaysian Ringgit, U.S Dollar and Chinese Renmenbi. As certain machinery, raw materials, and technical services are procured internationally, unfavorable exchange rate movements could increase import costs and compress profit margins. Exchange rate volatility also affects the revaluation for foreign-denominated assets and liabilities.

Challenges in Sourcing Equipment and Spare Parts

The manufacturing of synthetic graphite and graphene required highly specialized equipment sourced from limited global suppliers. Disruptions in international logistics, regulatory constraints may delay the delivery of critical components and increase maintenance costs. These challenges can affect production efficiency and reliability.

Challenges in Machinery Maintenance and Repairing Work

The production machinery is highly technical and requires professional servicing and calibration by specialized and competent engineers. Due to the lack equivalent local expertise, maintenance and repair works often necessitate overseas technicians to travel to Malaysia. This results in higher costs arising from international travel, accommodation, and service fees, as well as potential downtime during the repair period. Extended repair cycles can adversely impact production schedules and output levels. To address this, Graphjet is progressively developing in-house technical talent and establishing long term service contracts with equipment manufacturers.

Material Wastage During Research and Development Stage

During the research and development (R&D) phase, a certain degree of material wastage is unavoidable as the Company continues to optimize production processes and improve product quality. Experimental trials, testing of new parameters and process calibration may result in higher consumption of raw materials and energy without corresponding commercial output. These inefficiencies contribute to increased short term operating costs and may affects gross margins during the early stages of technological development. Nonetheless, such R&D activities are essential for long term process innovation, yield enhancement, and product customization to cater to the needs of the customers.

Limited Exposure to Investor and Capital Markets

As a technology driven company in the advanced materials sector, Graphjet’s growth depends significantly on access to investors and funding sources. Limited visibility in global capital markets may constrain opportunities to attract strategic investors or secure competitive financing. Broader market volatility and risk-averse investor sentiment in the renewable and materials sectors could further delay investment inflows and expansion initiatives.

Technological Performance and Process Efficiency

Graphjet’s profitability depends on the operational stability and efficiency of its proprietary graphite and graphene production technology. Any technical challenges that reduce conversion yield, product uniformity, or process consistency could increase operating costs and lower production output. Continuous process improvement, technical audits, and equipment are critical to maintaining stable and efficient operations.

Regulatory and Environmental Compliance

Graphjet operate under stringent environmental and industrial regulations. Changes in local or international environmental laws, waste disposal standards, or carbon emission policies could require additional investment in compliance that may result in financial penalties, production delays, or reputational damage. The Group continues to adopt best practices in environmental management and sustainability.

Market Demand and Industry Trends

The global demand for graphite and graphene is closely linked to the growth of electric vehicles (EV), renewable energy storage and semiconductor manufacturing industries. Any slowdown in these sectors, or changes in government incentives supporting green technologies, may influence sales volume and product pricing. Maintaining market adaptability and expanding into new applications are key to sustaining long term growth.

Operational and Human Resources Factors

Graphjet relies heavily on a skilled and stable workforce, particularly in technical, engineering, and production roles. Shortages of qualified manpower, turnover, or occupational safety incidents may affect productivity and operational continuity. The Company prioritizes workforce training, retention programs, and occupational safety standards to mitigate these risks.

Dependence on External Funding at Pre Revenue Stage

As the Company is currently in its early commercialization phase and has not yet generated operational revenue, continued funding is essential to support general operations, including plant commissioning, R&D activities, compliance commitments, and working capital requirements. The Company is dependently on timely capital injections from investors to sustain operating expenditure and execute strategic growth plans. Any delays or limitations in securing external financing whether due to market conditions, regulatory processes, or macroeconomic factors may affect the Company’s liquidity position, project timelines, and overall business continuity. Ensuring stable funding access remains critical until commercial production and revenue generation reach a self-sustaining level.

Loss of Key Technical Person

Our operation depends significantly on the expertise of key technical personnel involved in process development, engineering, and technology execution. The loss of any such individual could disrupt operations, delay project milestones, and adversely impact our technology development and commercialization efforts. Competition for qualified technical talent in intense, and we may experience difficulty in replacing critical personnel on a timely basis, which could materially and adversely affect our business and operating results.

Trends and Uncertainties

The Company is subject to several known trends and uncertainties that may materially affect the Company’s future financial performance, liquidity position, and operational progress.

Liquidity and capital Resources

The transition of Graphjet’s common stocks to OTC market has resulted in significantly lower trading liquidity, making it more difficult for shareholders to transact at desired prices. This reduced liquidity also limits the Company’s ability to raise capital through equity financing, a critical requirement for implementing our expansion plans including advancing construction of our production facility, acquiring industrial machineries, and supporting ongoing R&D activities. Furthermore, financing cost may increase as lenders and investor’s view OTC traded companies as carrying higher risk. These factors may constrain the Company’s strategic flexibility, including its ability to enter partnerships, invest in growth initiatives, or issue equity-based compensation.

Financial Condition and Operational Impact

If the Company is delisted from Nasdaq, there may be negative influences to the Company’s financial condition, including downward pressure on market capitalization and potential implications for negotiations with suppliers, lenders, and business partners. Reduced investors visibility and lower valuation levels could also impact credit terms or the Company’s ability to secure favorable financing packages. The Company is evaluating whether the delisting and subsequent changes in market value indicate impairment of assets such as machinery, patents, or other technology related intangibles. Operationally, delays in capital inflows may affect the timeline for completing plant expansion, commissioning production lines, and producing qualified graphite for commercial sampling or customer testing.

Updated Risk Profile

If the Company is delisted from Nasdaq, Graphjet’s risk environment would change materially. The Company will then face heightened market and liquidity risk due to lower trading volume and increased stock price volatility. Financing risk may increase as raising large scale capital for plant expansion and commercialization may become more challenging. Reputational risk may arise as some customers, suppliers, or potential strategic partners could perceive the delisting as a sign of instability. Operational and supply chain risks may also intensify if project timelines are extended. In addition, the Company may face ongoing compliance obligations under SEC regulations, which may require increased internal resources despite its OTC status.

Timing of Equipment Deliveries and Supplier Commitments

The equipment required for graphite involves long lead times and supplier may require significant amount of payment prior to installation. Certain suppliers may require stronger financial assurance before shipment, which may delay procurement, installation, and commissioning schedules. These factors may extend the overall project timeline and impact operational readiness.

Governance, Internal Controls, and Compliance

Graphjet conducted a review of its governance and internal control environment. The Company determined that its internal control over financial reporting remains effective and that no material weaknesses were identified as a direct result of the delisting. Graphjet is strengthening its compliance framework to ensure continued adherence to SEC reporting requirements and is enhancing communication efforts to maintain transparency with investor. Management is also evaluating whether improvements to broad governance, committee structures, or oversight process may be beneficial in restoring investor confidence and supporting long term market credibility.

Management opportunities

Sustainability Practices

~~Enhancing~~We are enhancing the ~~company~~Company’s ESG profile by adopting green manufacturing methods and contributing to sustainable innovations. Company’s commitments to excellence in environmental, quality and health & safety management, are driving operational, financial, and reputational gains that ~~aligns~~align with global best practices. In Malaysia, approximately 5 million tons of palm kernel shells (PKS) are produced annually, but weour production only utilized a small fraction of that amount. Increasing the usage of palm kernel shells in producing graphene and graphite could significantly help reduce waste in Malaysia. Graphjet’s award-winning proprietary manufacturing technology achieved up to an 83% reduction in carbon footprint and up to an 80% reduction in production costs, setting a new benchmark for sustainability and efficiency in the industry.

Leadership in Graphene and Graphite Production

The Company is uniquely positioned to become a global leader in the production of high-quality graphene and graphite materials. With its state-of -the-art manufacturing processes, the ~~company~~Company is poised to meet the increasing demand for these materials, which are integral to advanced technology sectors.

Diverse Market Applications

The Company’s products are essential for numerous high-growth industries, including biomedical advancements such as medical sensors and drug delivery system, automotive innovations like electric vehicle batteries and lightweight composites, semiconductor and sensor technologies critical for modern digital devices, and energy storage solutions, particularly in batteries for renewable energy systems. This wide range of applications ensures the ~~company~~Company’s relevance across multiple billion-dollar markets.

Cost and Quality Advantage

The Company’s patented production technology and its use of low- cost raw materials, such as palm kernel shells, give it a significant edge over traditional suppliers. The Company can offer graphene and graphite at a lower production cost while maintaining higher quality standards, enhancing its higher quality standards, enhancing its competitiveness in the market.

Experienced Leadership Driving Sustainability

The Company’s experienced management team brings a proven track record in clean and sustainable manufacturing. Their dedication to using renewable waste materials reflects a strong commitment to environmental stewardship, positioning the ~~company~~Company as a responsible leader in the graphene and graphite sector. This expertise also ensures operational excellence and drives investor confidence.

44Proposed Future Compliance Plan

Strategic Plan on Completing Development and Transitioning to Commercialization

Graphjet’s strategic priority is to complete its development and commissioning phase to prepare for commercial preparation. This phase represents a transition from technology build out and pilot validation to establishing stable, revenue generating industrial operations. The Company is finalizing the system integration, validating process stability and establishing production protocols. Key activities include refining operating parameters, quality control system and process safety measures to support consistent output under commercial conditions.

Technical Capability and Workforce Development

The Company is strengthening engineering, production and quality assurance controlling teams, implementing training programs, and formalizing standard operating procedures. These activities support long term operational reliability and regulatory compliance.

Customer Qualification

The Company continues to progress customer qualification programs, including products testing and performance validation with potential customers in the battery and advanced materials sectors. Successful qualifications are required before commercial supply agreements can commence.

Transition to Commercial Operations

Following the development completion, the Company intends to begin commercial production and supply. The Company expects to ramp up production in phases, secure commercial agreements, and expand customer support and logistic capabilities as demand scales.

Capital and Funding Plans

Completion of Development and Commissioning Phase

To support the completion of Company’s development stage and enable the transition into full commercial production, a disciplined and phased capital strategy has been established. The Company’s capital and funding plans are structured to ensure sufficient liquidity, optimize cost of capital, and align financing resources with strategic growth priorities. Graphjet remains focused on securing the necessary capital to finalize commissioning activities, optimize equipment performance, and complete the remaining engineering and operational readiness milestones. Funding at this stage will be directed towards to support final system integration, specialist technical assistance, quality and process optimization, and working capital requirement during the initial production ramp-up phase. These investments are essential to achieving stable commercial output while maintaining product quality and operational reliability.

Expansion Strategy and Capacity Growth

Following successful commissioning and initial product delivery, Graphjet plans to execute a structured capacity-expansion program Capital spending will focus on scaling production capacity, upgrading automation and process efficiencies, enhancing supporting infrastructure and logistics, expanding research and development initiatives, and strengthening the technical talent base through targeted recruitment and upskilling. This phased expansion strategy ensures alignment with customer qualification cycles and emerging market demand.

Diversified Funding Approach

To support its growth plan, Graphjet is pursuing a diversified funding structure. This includes engagement with strategic and institutional investors, asset-based financing, strategic partnerships or join venture structures, and the use of traditional banking and working capital facilities. Potential future access to capital market instruments is also under consideration. This approach enhances financial flexibility and ensures a balanced capital structure.

Government Programs and Incentives

Graphjet intends to actively leverage government incentive programs across key jurisdictions, including Malaysia, United States and other strategic markets. These initiatives support sustainable manufacturing, technology commercialization, critical materials development, and supply chain resilience. In particular, the United States government has introduced significant incentive frameworks to encourage domestic and allied supply chains for battery critical materials including graphite. These programs include grants, investment support mechanisms, and procurement-priority frameworks designed to reduce foreign dependency and strengthen North American clean energy supply chain. As a low carbon synthetic graphite producer, Graphjet is well positioned to explore eligibility and benefit from such programs to accelerate market entry and capacity expansion.

Strategic Partnerships and Investor Engagement

Graphjet continues to strengthen engagement with existing and prospective investors, strategic customers and industrial partners. These relationships may support collaborative funding models, offtake-aligned financing structures, and technology development initiatives, enhancing both market position and capital efficiency.

Components of Results of Operations

Results of Operations

The following information includes, in Graphjet Technology’s opinion, all adjustments necessary to state fairly its consolidated results of operations for the years ended September 30, ~~2024~~2025 and ~~2023~~2024. This data should be read in conjunction with Graphjet Technology’s consolidated financial statements and notes thereto.

Comparison for the years ended September 30, ~~2024~~2025 and ~~2023~~2024

	For the Years Ended September 30,						Changes
	For the Years Ended
	2024			2023			Amount			%
	September 30,						Changes
	USD			USD			USD
	2025			2024			Amount			%
Revenues		92,776			—			92,776			100	%
Cost of revenue		192,941			—			192,941			100	%
Gross loss		(100,165	)		—			(100,165	)		100	%
Operating expenses
General and administrative expenses		~~(17~~3,~~438~~221,~~014~~712	)		(117,~~225~~438,~~501~~014	)		(1614,~~212~~216,~~513~~302	)		~~1,322~~(81.952	)%
Loss from operations		(17,438,014	)		(1,225,501	)		(16,212,513	)		1,322.9	%
Share compensation expense		19,200,000			—			19,200,000			100.00	%
Other expenses, net		(377,293	)		(616,398	)		239,105			(38.8	)%
Loss from operations		(22,521,877	)		(17,438,014	)		(5,083,863	)		(29.2	)%
Net loss		(17,815,307	)		(1,841,899	)		(15,973,408	)		867.2	%
Other income/(expenses), net		6,111,107			(377,293	)		6,488,400			(1719.7	)%
Net loss		(16,410,770	)		(17,815,307	)		1,404,537			(7.88	)%

Revenues

Our revenues increased by approximately $92,776, or 100% for the year ended September 30, 2025. The increase had resulted from selling side products since June 2025.

Cost of revenues

Cost of revenues mainly consists of cost to manufacture products, primarily includes the cost to purchase raw materials, direct labor, and other related costs that are attributable to production. Our cost of revenues increased by approximately $192,941, or 100% for the year ended September 30, 2025. The increase in cost of revenues was consistent with the increase in products revenue.

Gross loss

Our gross loss was approximately $100,165 for the year ended September 30, 2025, mainly because we have not commenced commercial sales as our production line was operated at a low productivity level and the side products were also sold for a discount due to the deterioration in quality because of prolonged storage time. We expect to have a better gross margin when we begin our official graphite production.

Operating Expenses

Operating expenses included ~~only~~ general and administrative expenses and share of compensation expenses in the ~~years~~year ended September 30, ~~2024 and 2023 as we had no sales or selling expenses~~2025.

General and administrative expenses consist of a range of critical business activities, including staff cost, marketing initiatives, audit fees, consulting and legal fees. Additionally, these expenses cover the amortization of intangible assets. This diverse allocation reflects our commitment to maintaining robust operations, supporting strategic business functions, and ensuring compliance and transparency across all facets of our organization.

General and administrative expenses ~~increased~~decreased by approximately $1614.2 million, or ~~1,322~~81.95%, from approximately $117.24 million for the year ended September 30, ~~2023~~2024, to approximately $173.42 million for the year ended September 30, ~~2024~~2025. The ~~increase~~decrease was primarily driven by anbonus ~~increase in~~ provision ~~for~~made ~~bonus~~last year of $13.8 million. On February 29, 2024, the Board of Directors of Graphjet approved the proposed bonus plan to reward the senior management team of Graphjet for the successful business combination and corporate listing. ~~The total provision made is $13,800,000 according to the plan.~~ During the year ended September 30, ~~2024~~2025, ~~the~~bonus provision ~~was recorded under the general and administrative expenses, and the full balance of $13.8 million is to be provided~~ ~~by December 2025. The increase~~ was ~~also~~reversed ~~driven by an increase in director insurance expenses of approximately $0.6 million, an increase in staff costs of approximately $0.5 million~~ due to ~~headcount~~resignation ~~increased, an increase in advertising and marketing expenses~~ of ~~approximately $0.3~~senior ~~million,~~management ~~and an increase in professional fees of approximately $0~~staffs.4 ~~million~~The ~~associated~~reversal ~~with~~is ~~the~~captured ~~Business~~under ~~Combination.~~other Subsequently, in 2025, as part of the effort to rationalize our business operations, we had undertaken an internal restructuring exercise which includes the right-sizing of employees which led to a reduction in our operation costsincome.

~~Other~~Share ~~Expenses~~compensation expense increased by $19.2 million for the year ended September 30, 2025 compared with the year ended September 30,2024 due to issuance of warrants to a shareholder.

Other Income/(expenses) mainly include the amortization of imputed interest of compensation payable to a shareholder of approximately $0.4 million and $0.6 million in the years ended September 30, 2024 and 2023, respectively.net

Other income mainly includes reversal of bonus amounting to $6,683,824, calculated at an average exchange rate of 4.3441, based on a denominated reversal value of $6,900,000, exchange gain of $1,268,218 and interest income of $231,522 offset against compensation expense on debt restructuring of $996,524, loss on debt settlement of $993,267 and loan interest of $83,440.

Net Loss

Net loss ~~increased~~reduced by approximately $161.04 million, or ~~867.2~~8%, from approximately $117.8 million for the year ended September 30, ~~2023~~2024, to approximately $1716.84 million for the ~~year~~ year ended September 30, ~~2024~~2025. Such change was mainly due to the reasons discussed above.

Liquidity and Capital Resources

We currently finance our internal operations primarily with self-funding. Our fundamental principles are to build and maintain a financial base for the purpose of maintaining soundness and efficiency of operations and achieving sustainable growth. Our liquidity requirements are primarily to fund our business operations, including capital expenditures and working capital requirements. Our primary sources of liquidity are additional capital investment and debt.

The Company has ~~accrued~~reversed a provision for bonus ofamounting to $~~13.8~~ ~~million~~6,683,824, ~~during~~calculated ~~the~~at ~~year~~an ~~whereby~~average ~~payment~~exchange ~~will~~rate beof ~~made~~4.3441, ~~subsequent~~based on a denominated reversal value toof ~~the~~$ ~~financial~~6,900,000 ~~year~~million ~~end~~during the year.

The source, timing and availability of any future financing will depend principally upon market conditions, and, more specifically, on the market acceptance of our products. Funding may not be available when needed, at all, or on terms acceptable to us. Lack of necessary funds may require us to, among other things, delay, scale back or eliminate expenses including some or all of our planned development, including the production of plant.

Through September 30, ~~2024~~2025, we have incurred cumulative losses from operations, negative cash flows from operating activities, and have an accumulated deficit of $2542.82 million. We are a pre-revenue organization ~~possess~~that possesses patented technologies and in production testing phase of operation at the factory located at Kampung Baru Subang district of Selangor State in Central Malaysia. While management expects that the net impact of the Business Combination along with our cash balances held prior to the Closing Date will be sufficient to fund our current operating plan for next 12 months from the date these consolidated financial statements were available to be issued, there is significant uncertainty around our ability to meet the going concern assumption beyond that period without raising additional capital.

Our short-term liquidity requirements are primarily linked to the business operations, including payments for operating costs, production costs, staffing expenses and marketing expenses. Our long-term liquidity requirements are primarily linked to the expenses incurred in connection with our contract manufacturing facility and the construction of our manufacturing facility. We successfully completed the Business Combination on March 14, 2024, and received the $2,500,000 PIPE Investment pursuant to the PIPE Investment Purchase Agreement. On November 1, 2024, we successfully completed a fundraising exercise amounting to approximately $1.4 million (MYR 6 million) gross proceeds from new external shareholders. On April 30, 2025, we signed debt settlement agreements with our director and shareholder to settle the debts with them. We believe we will have sufficient working capital for the next 12 months. If additional funds are required to support our working capital requirements, construction plans, and other purposes, we may seek to raise additional funds through equity and debt financing or from other sources. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operating flexibility and would also require us to incur interest expense. If we raise additional funds through the issuance of equity, the percentage ownership of our equity holders could be diluted. We can provide no assurance that additional financing will be available at all or, if available, that we would be able to obtain additional financing on terms favorable to us.

On November 13, 2025, Graphjet’s Class A ordinary shares were suspended from trading on The ~~following~~Nasdaq ~~tables~~Global ~~set~~Market ~~forth~~and aare ~~summary~~now ofquoted ~~our~~on the OTC Pink Limited marketplace ~~key~~under ~~components~~the symbol “GTIJF”. The delisting may reduce the liquidity and marketability of ~~cash~~Graphjet’s ~~flows~~Class ~~for~~A ordinary shares. While Graphjet remains a reporting company under the ~~years~~Securities ~~ended~~Exchange ~~September~~Act 30of 1934, ~~2024~~trading on OTC Pink may limit investor access and reduce ~~2023~~trading volume compared to the prior exchange listing.

	For the years Ended September 30,
	2024			2023
	USD			USD
Net cash (used in) provided by operating activities	$	(3,026,529	)	$	410,323
Net cash used in investing activities		(1,438,033	)		(1,598	)
Net cash provided by (used in) financing activities		4,706,973			(700,810	)
Effect of exchange rate changes		104,814			68,394
Net change in cash		347,225			(223,691	)
Cash, beginning of year		1,430			225,121
Cash, end of year	$	348,655		$	1,430

46The following tables set forth a summary of our key components of cash flows for the years ended September 30, 2025 and 2024.

	For the Years Ended
	September 30,
	2025			2024
	USD			USD

Net cash used in operating activities	$	(2,119,350	)	$	(3,026,529	)
Net cash used in investing activities		(433,440	)		(1,438,033	)
Net cash provided by financing activities		2,310,031			4,706,973
Effect of exchange rate changes		(98,542	)		104,814
Net change in cash		(341,301	)		347,225
Cash, beginning of year		348,655			1,430
Cash, end of year	$	7,354		$	348,655

Operating activities

Net cash used in operating activities for the year ended September 30, 2025 was approximately $2.1 million and was primarily attributable to a net loss of approximately $16.4 million. Cash outflow was also attributable to the adjustment of non-cash movement of reversal of bonus provision for senior management staffs of $6.6 million, decrease in exchange differences arising from debt settlement and reversal of bonus of $956,511, decrease in Account receivable of approximately $5,427, decrease in unrealized gain on reversal of bonus provision for a shareholder of approximately $350,869, decrease in interest payable of $418,562 and decrease in Operating lease liabilities of $47,000. Cash outflow was partially offset by share compensation expense of $19.2 million, loss from debt settlement of $0.9 million, other payables of $1.4 million and payables to prior shareholders of $765,001.

Net cash used in operating activities for the year ended September 30, 2024 was approximately $3.0 million and was primarily attributable to a net loss of approximately $17.8 million. Cash outflow was also attributable to the increase in inventories of approximately $66,000, and the increase in other receivables of approximately $45,000. Cash outflow was partially offset by the provision for bonus of $13.8 million, the increase in other payables and accrued expenses of approximately $0.7 million as a result of the increased salaries and expenses as a public company, and the increase in prepaid expenses of approximately $0.1 million.

Net cash provided by operating activities for the year ended September 30, 2023 was approximately $0.4 million and was primarily attributable to the increase in other payables and accrued expenses of approximately $0.2 million, and the increase in payables to directors of approximately $2.3 million. Cash inflow was partially offset by the net loss of approximately $1.8 million, and an increase in security deposits of approximately $0.1 million.

Investing activities

Net cash used in investing activities for the year ended September 30, ~~2024~~2025 was approximately $10.4 million, which was due to purchases of fixed assets.

Net cash used in investing activities for the year ended September 30, ~~2023~~2024 was approximately $1.4 million,~~600,~~ which was due to purchase of fixed assets.

Financing activities

Net cash provided by financing activities for the year ended September 30, ~~2024~~2025 was approximately $42.73 million which mainly consisted of proceeds from ~~long~~short-term loans ~~debt~~with related-party of approximately $21.93 million, ~~proceeds from PIPE investment of $2.5 million,~~ and proceeds from ~~short-term~~issuance ~~loans related-party~~ of ~~approximately~~ordinary ~~$0.3~~shares ~~million. The cash provided by financing activities was offset by payments~~ of ~~deferred merger costs of approximately~~ $0.9 million~~, and repayments to long-term debt - related party of approximately $0~~.~~1 million.~~

Net cash ~~used~~provided inby financing activities for the year ended September 30, ~~2023~~2024 was approximately $04.7 million, which mainly consisted of proceeds from long-term debt with related-party of approximately $2.9 million, proceeds from PIPE investment of $2.5 million, and proceeds from short-term loans with related-party of approximately $0.3 million. The cash provided by financing activities was ~~due~~offset toby payments of deferred merger costs of approximately $0.9 million, and repayments to long-term debt - related party of approximately $0.1 million.

Off-Balance Sheet Arrangements

As of September 30, ~~2024~~2025, we did not have any off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support, and credit risk support, or other benefits.

Critical Accounting Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The preparation of these consolidated financial statements and accompanying notes requires us to make estimates and judgements that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgements, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting estimates that are critical to the preparation of financial statements. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe that the critical accounting estimates, assumptions, and judgments that have the most significant impact on our consolidated financial statements are described below.

Impairment for long-lived assets

Long-lived assets, including property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. We assess the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, we would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values.

These estimates and assumptions can include, but are not limited to, the cash flows that an asset is expected to generate in the future and the estimated useful lives. Changes in these assumptions could affect the carrying value of these assets. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and, as a result, actual results may differ from estimates.

Fair value of financial instruments (Warrants) 

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. The Company determined that upon further review of the warrant agreements, the Company concluded that its warrants qualify for equity accounting treatment.

Upon completion of the Business Combination, all of Graphjet’s outstanding public and private warrants (See Note 18) were replaced by the Company’s public and private warrants. The Company treated such warrants replacement as a warrant modification and no incremental fair value was recognized.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Following the consummation of our IPO, the net proceeds of our IPO, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in US treasuries. Due to the short-term nature of these investments, we do not believe that there will be an associated material exposure to interest rate risk.

Item 8. Financial Statements and Supplementary Data

This information appears following Item 15 of this Report and is incorporated herein by reference.

Item 9. Changes in and Disagreements ~~With~~with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer, ~~and~~who also serves as our Chief Financial Officer (~~together,~~ the “Certifying ~~Officers~~ Officer”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying ~~Officers~~ Officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report.

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying ~~Officers~~ Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Controls over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our ~~company~~Company,

(2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2024. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on our assessments and those criteria has determined that material weaknesses existed whereby the Company lacked lacks comprehensive written policies and procedures related to accounting, IT operations, financial reporting, and record keeping; due to limited personnel, there is insufficient segregation of duties within accounting processes and inadequate US GAAP expertise, increasing the risk of control weaknesses; and as a result of inadequate inherent controls, the Company’s internal control over financial reporting may fail to prevent or detect errors or material misstatements in its consolidated financial statements. In addition, the management has assessed that there was a significant deficiency in the Company’s internal controls whereby the company does not have written policy for monitoring of control activities by management which led to inconsistencies in monitoring practices and insufficiency of entity level controls, making it difficult to identify emerging risks, detect control deficiencies, and take corrective actions in a timely manner.55

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2025. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on our assessments and those criteria has determined that material weaknesses existed whereby the Company lacks backup personnel in key approval processes related to financial transactions and reporting, as most reviews and approvals are performed by the Senior Finance Manager and the Company does not have a separate CFO, increasing the risk of control failure in the absence of primary approvers. Formal approvals for journal entries are not consistently recorded in the accounting system, and management can independently modify entries during review without secondary authorization. Audit logs are not reviewed in a timely manner, and system limitations allow manual entry and deletion of journal entries. Combined with weak controls, this increases the risk of missing entries and potential misstatements in the financial statements. The Company lacks sufficient U.S. GAAP expertise and a strong internal control framework, increasing the risk of material misstatements. Management’s accounting estimates may be subject to bias or error, leading to potentially inaccurate financial reporting.

Management intends to implement remediation steps to improve our internal controls including to hire an external internal control reviewer to review our internal controls to strengthen and document the internal control policies and procedures of the Company. We also to further improve this process by enhancing the size and composition of our board upon the closing of the business and to identify third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals and implemented additional layers of reviews in the financial close process.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

4956

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

The following table sets forth, as of ~~July 15~~September 30, 2025, the name, age and position of each of our executive officers and directors.

Name	Age	Position
Executive Officers
Chris Lai Ther Wei (1)	4243	Chief Executive Officer, Chief Financial Officer, Chairman, and Director
Non-Executive Directors
Tan Song Jie (2)	37	Director
Ang Chee Yong (2)	42	Director
Chen Siow Woon (3)	45	Director
Pwa Yee Guo (3)	35	Director

(1)	Class I Director
(2)	Class II Director
(3)	Class III Director

(1)

Class I Director

(2)

Class II Director

(3)

Class III Director

Background of Directors and Executive Officers

Executive Officers

Chris Lai Ther Wei has served as Graphjet’s Chief Executive Officer, Chief Financial Officer and member of the Board since April 2025 and Executive Director since its inception. Prior to joining the Company, he served as Director at Mercury Securities Sdn Bhd from June 2019 until October 2021 and then Director, Head of Capital Markets, from November 2021 to February 2025. Since 2017, he has advised companies on corporate finance at several notable investment banks in Malaysia, including RHB Investment Bank Berhad and OSK Investment Bank Berhad. During this time, he provided a diverse range of corporate finance advisory services including initial public offering, secondary fund raising, mergers and acquisitions, privatization, independent advice and valuation. He graduated with a Diploma in Business Studies (Accounting) from Kolej Tunku Abdul Rahman in 2002 and a Bachelor of Science in Applied Accounting from Oxford Brookes University in 2006. He was admitted as a member of the ACCA (UK) on June 30, 2008 and became an ACCA (UK) Fellow on June 30, 2013.

Non-Executive Directors

Tan Song Jie is a Chartered Accountant qualified with the Association of Chartered Certified Accountants (“ACCA”) with over 12 years of experience in accounting, auditing, taxation, and financial analysis. He has worked across various industries, including private equity, fund investment, oil and gas, and IT services, and has demonstrated adaptability in managing complex financial matters and supporting business growth. Most recently, he was a Fund Accountant and Project Manager at Argyle Street Management Limited in Hong Kong from 2019 to 2023. He managed a $600 million plantation asset portfolio, oversaw private equity investments, and handled investor reporting, funding, and restructuring. Before that, he worked at Hewlett Packard Enterprise from 2017 to 2019 as a Financial Analyst for China, Hong Kong, and the Philippines, focusing on financial reporting, forecasting, transfer pricing, tax compliance, and mergers and acquisitions. Earlier in his career, he was a Statutory and Tax Accountant at Schlumberger in 2017, ensuring compliance with IFRS and tax regulations across North Africa. From 2013 to 2015, he worked as a Senior Executive at Grant Thornton Malaysia, handling audits, IPO assignments, and due diligence. Tan Song Jie is a member of ACCA and the Malaysian Institute of Accountants. He is also a licensed company secretary registered with the Companies Commission of Malaysia, which further strengthens his expertise in corporate governance and financial management.

Ang Chee Yong is a Licensed Financial Planner with over 15 years of experience in the financial services industry. He has helped over 500 clients and managed more than $10 million in investment assets, guiding individuals, families, and business owners toward financial security. As the Founder and Managing Director of Axeable Strategy Sdn Bhd, he has grown the company, built successful sales teams, and provided strategic business consulting to improve client operations. Beyond financial advising, Ang is a certified trainer with the Malaysian Financial Planning Council (“MFPC”) and Lions International. He is an external lecturer at Changchun Finance College, China, specializing in Business Management, Entrepreneurship, and Microeconomics. His expertise in financial planning and business development has made him a sought-after speaker and mentor. He previously held leadership roles at VKA Wealth Planners Sdn Bhd, where he led business development and client acquisition, winning the Best Business Development Director award for three consecutive years. Before that, he worked at VKA Business Advisory Sdn Bhd and Allianz Life Insurance (M) Bhd, consistently ranking as a top performer. Ang is currently pursuing a Master’s Degree in Financial Planning at the Universiti Putra Malaysia. He holds a Bachelor of Business Information Systems from the Universiti Tunku Abdul Rahmanand (“UTAR”) and a Registered Financial Planner certification from MFPC. He is also an accredited trainer and an active member of professional organizations, including Toastmasters International, Association of Financial Advisers Malaysia, and Lions International. His strengths include leadership, strategic planning, business development, sales training, and financial consulting, making him a key figure in the financial industry.

Chen Siow Woon is a skilled professional with expertise in food science, biochemistry, and research and development. She holds a Master of Science in Food Science and a Bachelor of Science in Biochemistry from the University Kebangsaan Malaysia. Her academic research focused on producing resistant starch and using biochemical applications to slow down fruit ripening. With over 10 years of experience, she has worked in research and development, product management, and quality control. As an Assistant Research and Development Manager at NEP Malaysia Holdings Sdn Bhd from 2006 to 2017, she managed quality control, product evaluation, laboratory operations, and academic research collaborations. Her expertise includes experimental design, microbial analysis, in vitro toxicity testing, and enzymatic hydrolysis processes. She has also contributed to improving analytical techniques and water quality testing standards. Besides research, Chen has experience in sales and education. From 2017 to 2019, she worked as a Sales Executive at Yan Yung Tang Malaysia Sdn Bhd, promoting enzyme-based health products. Since 2019, she has been a home tutor, teaching Malay, Mathematics, and Science to primary and secondary students. She is also an art teacher, incorporating creative and sustainable materials into her lessons.

Pwa Yee Guo is a highly experienced finance professional with expertise in corporate finance, financial advising, taxation, and accounting. As a Certified Practicing Accountant (“CPA”), he has a strong background in financial reporting, risk management, and audit oversight, helping businesses make informed financial decisions. He has held key leadership roles throughout his career. As a Partner and Co-founder of Takaro Enterprise from 2023 to 2024, he developed business strategies, managed operations, and led financial planning to improve profitability. While working at Hewlett Packard Enterprise from 2017 to 2022 he oversaw financial reporting across multiple countries, ensuring compliance and providing strategic insights. Earlier in his career, he worked as a Tax Accountant at Schlumberger in 2015 and as an Auditor at SJ Grant Thornton from 2012 to 2015, specializing in tax regulations, corporate policies, and financial audits. He holds a Bachelor of Accounting from UTAR and earned his CPA Australia certification in 2014. His strengths include leadership, team management, client relations, and deep financial expertise, making him a valuable asset in driving business growth.

Board Composition

Our business and affairs are organized under the direction of our Board. The Board consists of five members, who primary responsibility is to provide oversight, strategic guidance, counseling, and direction to our management. The Board will meet on a regular basis and additionally as required.

In accordance with our Articles, our Board is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The directors are assigned to the following classes:

● Class I consists of Chris Lai Ther Wei, whose terms will expire at our 2025 annual meeting of shareholders; ● Class II consists of Tan Song Jie and Ang Chee Yong, whose terms will expire at our 2026 annual meeting of shareholders; and ● Class III consists of Chen Siow Woon and Pwa Yee Guo, whose term will expire at our 2027 annual meeting of shareholders.

●

Class II consists of Tan Song Jie and Ang Chee Yong, whose terms will expire at our 2026 annual meeting of shareholders; and

●

Class III consists of Chen Siow Woon and Pwa Yee Guo, whose term will expire at our 2027 annual meeting of shareholders.

At each annual meeting of shareholders to be held after the initial classification, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. This classification of our Board may have the effect of delaying or preventing changes in our control or management.

Director Independence

As a result of our Class A A ordinary shares initially being listed on ~~the~~ Nasdaq, we continue to adhere to the listing rules of ~~the~~ Nasdaq in affirmatively determining whether a director is independent. Our Board has consulted, and will consult, with its counsel to ensure that the board’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. The Nasdaq listing standards generally define an “independent director” as a person, other than an executive officer of a company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The directors Tan Song Jie, Chen Siow Woon, and Ang Chee Yong qualify as independent directors as defined under the listing rules of the Nasdaq, and our board consists of a majority of independent directors, as defined under the rules of the SEC and Nasdaq Listing Rules relating to director independence requirements. In addition, we are subject to the rules of the SEC and Nasdaq relating to the membership, qualifications, and operations of the audit committee, the remuneration committee, and the nominating and corporate governance committee, as discussed below.58

The directors Tan Song Jie, Chen Siow Woon, and Ang Chee Yong qualify as independent directors as defined under the listing rules of Nasdaq, and our board consists of a majority of independent directors, as defined under the rules of the SEC and Nasdaq Listing Rules relating to director independence requirements. In addition, we are subject to the rules of the SEC and Nasdaq relating to the membership, qualifications, and operations of the audit committee, the remuneration committee, and the nominating and corporate governance committee, as discussed below.

Board Oversight of Risk

One of the key functions of our Board will be informed oversight of its risk management process. The Board does not anticipate having a standing risk management committee, but rather anticipates administering this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, our Board will be responsible for monitoring and assessing strategic risk exposure and our audit committee will have the responsibility to consider and discuss the combined ~~company~~Company’s major financial risk exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee will also monitor compliance with legal and regulatory requirements. Our remuneration committee will also assess and monitor whether our compensation plans, policies and programs comply with applicable legal and regulatory requirements.

Board Committees

Our Board established an audit committee, a remuneration committee and a nominating and corporate governance committee. Our Board adopted a written charter for each of these committees, which complies with the applicable requirements of current Nasdaq Listing Rules. Copies of the charters for each committee are available on the investor relations portion of Graphjet Technology’s website. The composition and function of each committee will comply with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC rules and regulations.

Audit Committee

The members of the audit committee are Tan Song Jie (Chair), Chen Siow Woon, and Ang Chee Yong. Our Board has determined that each of the members of the audit committee will be an “independent director” as defined by, and meet the other requirements of the Nasdaq Listing Rules applicable to members of an audit committee and Rule 10A-3(b)(i) under the Exchange Act, including that each member of the audit committee can read and understand fundamental financial statements in accordance with Nasdaq audit committee requirements. In arriving at this determination, the Board examined each audit committee member’s scope of experience and the nature of their prior and current employment. The audit committee will meet on at least a quarterly basis. Both the ~~combined company~~Company’s independent registered public accounting firm and ~~management~~ management intend to periodically meet privately with our audit committee.

The primary purpose of the audit committee is to discharge the responsibilities of the Board with respect to our accounting, financial, and other reporting and internal control practices and to oversee our independent registered accounting firm. Specific responsibilities of our audit committee include:

●

selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

●

helping to ensure the independence and performance of the independent registered public accounting firm;

●

discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

●

developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

●

reviewing policies on risk assessment and risk management;

●

reviewing related party transactions;

●

obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

●

approving (or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public accounting firm.

Audit Committee Financial Expert

Our Board has determined that Tan Song Jie qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the Nasdaq Listing Rules. In making this determination, our Board considered Tan Song Jie’s formal education, training, and previous experience in financial roles.

Remuneration Committee

The members of the remuneration committee are Chen Siow Woon (Chair), Tan Song Jie, and Ang Chee Yong. Our Board has determined that each of the members will be an “independent director” as defined by the Nasdaq Listing Rules applicable to members of a remuneration committee. The Board has determined that each of the members of the remuneration committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and satisfy the independence requirements of the Nasdaq. The remuneration committee will meet from time to time to consider matters for which approval by the committee is desirable or is required by law.

Specific responsibilities of our remuneration committee include:

●

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

●

reviewing and approving the compensation of our other executive officers;

●

reviewing and recommending our Board the compensation of our directors;

●

reviewing our executive compensation policies and plans;

●

reviewing and approving, or recommending that our Board approve, incentive compensation and equity plans, severance agreements, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management, as appropriate;

●

administering our incentive compensation equity-based incentive plans;

●

selecting independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors;

●

assisting management in complying with our proxy statement and annual report disclosure requirements;

●

if required, producing a report on executive compensation to be included in our annual proxy statement;

●

reviewing and establishing general policies relating to compensation and benefits of our employees; and

●

reviewing our overall compensation philosophy.

5360

Nominating and Corporate Governance Committee

The members of the nominating and corporate governance committee are Chen Siow Woon (Chair), Pwa Yee Guo, and Ang Chee Yong. The Board determined that each of the members will be an “independent director” as defined by the Nasdaq Listing Rules applicable to members of a nominating committee. The nominating and corporate governance committee will meet from time to time to consider matters for which approval by the committee is desirable or is required by law.

Specific responsibilities of our nominating and corporate governance committee include:

●

identifying, evaluating and selecting, or recommending that our Board approve, nominees for election to our Board;

●

evaluating the performance of our Board and of individual directors;

●

reviewing developments in corporate governance practices;

●

evaluating the adequacy of our corporate governance practices and reporting;

●

reviewing management succession plans; and

●

developing and making recommendations to our Board regarding corporate governance guidelines and matters.

Code of Ethics

We have adopted a code of ethics that applies to all of our directors, officers and employees. A copy of our code of ethics is available on its website. We also intend to disclose future amendments to, or waivers of, its code of ethics, as and to the extent required by SEC regulations, on its website.

Remuneration Committee Interlocks and Insider Participation

None of the members of the compensation committee was at any time one of Graphjet Technology’s officers or employees. None of Graphjet Technology’s executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers that will serve as a member of our Board or compensation committee.

Shareholder and Interested Party Communications

Shareholders and interested parties may communicate with our Board, any committee chairperson or the non-management directors as a group by writing to the board or committee chairperson. Each communication will be forwarded, depending on the subject matter, to the Board, the appropriate committee chairperson or all non-management directors.

Limitations of Liability and Indemnification of Directors and Officers

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

We have entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether the Companies Act would permit such indemnification.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, certain officers and any beneficial owners of more than 10% of our common stock to file reports relating to their ownership and changes in ownership of our ordinary shares with the SEC by certain deadlines. Based on a review of Section 16 filings with respect to our Company made during or with respect to the preceding year, we are not aware of any late Section 16(a) filings.

Item 11. Executive Compensation

Executive and Director Compensation of Energem

Prior to the Consummation of the Transactions

As of December 31, 2023, Energem had three executive officers, Kok Seong Wong (Chairman of the Board of Directors and Independent Director), and Cu Seng Kiu (Chief Financial Officer). Upon the consummation of the Transactions, and in accordance with the terms of the Business Combination Agreement, each of the Energem executive officers ceased serving in such capacities.

On November 18, 2021, we entered into an Administrative Services Agreement with the Sponsor whereby, through the earlier of the consummation of an initial business combination and our liquidation, we agreed to pay the Sponsor, $10,000 per month for general and administrative services, including office space, utilities and secretarial and administrative support.

For the year ended on December 31, 2022, we incurred $120,000 of administrative services under this arrangement. For the year ended on December 31, 2023, we incurred $120,000 of administrative services under this arrangement. In connection with the consummation of the Business Combination, this agreement was terminated. See Note 5 in the notes to the audited financial statements in this Annual Report for further information.

No other compensation of any kind, including finder’s and consulting fees, was paid by Energem to its Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination. However, these individuals were reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable initial business combinations.

References to the “Company,” “Graphjet Technology,” “our,” “us” or “we” in the following section refer to Graphjet prior to the Business Combination.

Summary Compensation Table

Name and Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)			Option Awards ($)		All other Compensation ($)		Total ($)
Chris Lai Ther Wei⁽¹⁾	2025		300,000		-		-	⁽⁶⁾		-		400,000		700,000
Tan Song Jie	2025		-		-		-			-		-		-
Ang Chee Yong	2025		-		-		-			-		-		-
Chen Siow Woon	2025		-		-		-			-		-		-
Pwa Yee Guo	2025		-		-		-			-		-		-

(1)	Annual salary represents the full-year rate for 2025. Chris Lai Ther Wei commenced employment on March 10, 2025; therefore, only a portion of this salary has been earned as of the date of this prospectus.

(6)	A part of his compensation, Chris Lai will be issued an amount of the Company’s Class A Ordinary Shares, par value $0.006 per share, equal to RM 500,000.

Executive Compensation

InChris ~~connection~~Lai ~~with~~was ~~Chris~~officially ~~Lai~~appointed as Chief Executive ~~Ther~~Officer on April 4, 2025, through a letter sent by the Company and signed by Aiden Lee Ping Wei, the Company’s ~~appointment~~former Chief Executive Officer. Such letter included his responsibilities as Chief Executive Officer, ~~and~~in addition to his responsibilities as Chief Financial Officer. ofIn ~~the~~connection ~~Company~~with onhis ~~April 4~~appointment, ~~2025,~~Chris heLai will receive ~~the following compensation~~:

●

an initial base salary of RM 300,000 per year;

●

an initial allowance of RM 400,000 per year; and

● an amount of the Company’s Class A ~~ordinary~~Ordinary ~~shares~~Shares, par value $0.~~0001~~006 per share, equal to RM 500,000. These shares have not been issued to Chris Lai.

Director Compensation

For their service on the Board, the members of the Board entered into the Company’s customary indemnification agreement for non-employee directors and will receive RM 2,500 per month.

Summary of the Equity Incentive Plan

Overview

The Equity Incentive Plan allows Graphjet Technology to make equity and equity-based incentive awards to employees, directors and consultants of Graphjet Technology or any of its subsidiaries. The Board anticipates that providing such persons with a direct stake in Graphjet Technology will assure a closer alignment of the interests of such individuals with those of Graphjet Technology and its shareholders, thereby stimulating their efforts on Graphjet Technology’s behalf and strengthening their desire to remain with Graphjet Technology.

The aggregate number of the Class A Ordinary Shares that may be issued or used for reference purposes under the Equity Incentive Plan or with respect to which Awards (as defined below), including but not limited to incentive equity options (“ISO”), may be granted by Graphjet Technology shall not exceed 14248,~~903,075~~385 Ordinary Shares (the “Share Reserve”).

This section summarizes certain principal features of the Equity Incentive Plan, which may be subject to change.

Purpose of the Equity Incentive Plan

The purpose of the Equity ~~Incentive~~ Incentive Plan is to promote the long-term success of Graphjet Technology and the creation of shareholder value by (a) encouraging service ~~providers~~ providers to focus on critical long-range corporate objectives, (b) encouraging the attraction and retention of service providers with ~~exceptional~~ exceptional qualifications, and (c) linking service providers directly to shareholder interests through increased equity ownership..

Eligibility and Administration

Graphjet Technology’s employees, consultants and directors, and employees, consultants and directors of its subsidiaries will be eligible to receive awards under the Equity Incentive Plan. The Equity Incentive Plan is expected to be administered by the Graphjet Technology Board with respect to awards to non-employee directors and by Graphjet Technology’s remuneration committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of Graphjet Technology directors and/or officers (referred to collectively as the “plan administrator” below), subject to certain limitations that may be imposed under stock exchange rules. The plan administrator will have the authority to interpret and adopt rules for the administration of the Equity Incentive Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the Equity Incentive Plan, including any vesting and vesting acceleration conditions.

Limitation on Awards and Shares Available

The maximum number of Class A Ordinary Shares initially available for issuance under the Equity Incentive Plan will be equal to 10% of the fully diluted issued and outstanding Class A Ordinary Shares immediately after the Closing. Subject to the shareholders of Graphjet Technology resolving to increase the authorized share capital if required pursuant to applicable law and the memorandum and articles of association then in force, the Share Reserve (other than with respect to ISOs) will automatically increase on January 1st annually for the duration of the Equity Incentive Plan beginning on January 1st of the year following the year in which the Closing occurs, in an amount equal to 10% of the fully diluted issued and outstanding Class A Ordinary Shares outstanding on December 31st of the preceding calendar year, provided, that the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the Share Reserve for such year will be a lesser number of Shares than would otherwise occur as provided above.

The Share Reserve shall in all events be subject to further adjustment as provided in the Equity Incentive Plan. In no event shall fractional Shares be issued under the Equity Incentive Plan. For clarity, the Share Reserve is a limitation on the number of Shares that may be issued pursuant to the Equity Incentive Plan. Shares may be issued in connection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or other applicable exchange rule, and any such issuance will not reduce the number of Shares available for issuance under this Plan.

Subject to adjustment, as ~~provided~~ provided in the Equity Incentive Plan, the maximum dollar value of Shares underlying Awards that may be granted to a director in any financial year shall be $250,000, or during a director’s initial financial year with Graphjet Technology or its Subsidiary, 200% of such amount. In addition, the Board may provide for a limit on the dollar value or maximum aggregate number of Shares underlying Awards that may be granted to ~~any~~anyone ~~one~~ Named Executive Officer (as defined in the Equity Incentive Plan) of the Graphjet Technology or any Subsidiary in any financial year, subject to adjustment as provided in the Equity Incentive Plan.

Awards

The Equity Incentive Plan will provide for the grant of Nonqualified Share Options, Incentive Share Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units, Performance Shares, or Performance Units (collectively or individually, an “Award”). No determination has been made as to the types or amounts of Awards that will be granted to certain individuals pursuant to the Equity Incentive Plan. All awards under the Equity Incentive Plan will be set forth in an “Award Agreement,” which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations.

A brief description of each award type follows.

●

Nonqualified Share Options or “NSO” means the right to purchase Shares pursuant to terms and conditions that are not intended to be, or do not qualify as, an Incentive Share Options;

●

Incentive Share Options or “ISO” means the right to purchase Shares pursuant terms and conditions that are intended to qualify as, and that satisfy the requirements applicable to, an incentive equity option within the meaning of Code Section 422 of the United States Internal Revenue Code of 1986, as amended;

●

Share Appreciation Rights or “SAR” means a right, designated as an SAR, to receive the appreciation in the Fair Market Value of Shares;

●

Restricted Shares means an Award of Shares subject to vesting conditions;

●

Restricted Share Units or “RSUs” shall mean a right to receive Shares or cash upon vesting;

●

Performance Shares means an Award granted to a Participant that entitles the Participant to delivery of Shares upon achievement of performance goals; and

●

Performance Units means an Award that entitles the Participant to a cash payment upon achievement of performance goals.

Vesting and Holding Period

As part of making any Award, the Remuneration Committee may determine the time and conditions under which the Award will vest and may specify partial vesting in one or more vesting Tranches, which may be based solely upon continued employment or service for a specified period of time or may be based upon the achievement of specific performance goals established by the Remuneration Committee in its discretion.

For all purposes of this Plan, “vesting” of an Award shall mean:

(a)

In the case of an Option or SAR, the time at which the Participant has the right to exercise the Award.

(b)

In the case of Restricted Shares all conditions for vesting, as stated in the Award Agreement or the Equity Incentive Plan, are satisfied.

(c)

In the case of Restricted Share Units all conditions for vesting, as stated in the Award Agreement or the Equity Incentive Plan, are satisfied.

(d)

In the case of Performance Shares or Performance Units, the time at which the Participant has satisfied the requirements to receive payment on such Performance Shares or Performance Units, which shall not be less than one year from the grant date, except as otherwise provided in Section 10.2 of the Equity Incentive Plan.

Vesting need not be uniform among Awards granted at the same time or to persons similarly situated. Vesting requirements shall be set forth in the applicable Award Agreement. Each Award Agreement and each certificate representing securities granted pursuant to the Equity Incentive Plan may bear such restrictive legend(s) as Graphjet Technology deems necessary or advisable under applicable law. No participant shall have the right to defer the amount of Shares or cash payable upon the exercise or settlement of any Option or SAR, or the transfer of any Restricted Shares upon the vesting thereof.

With respect to an Award of Restricted Shares or RSU, the participant may direct that any withholding of taxes, domestic or foreign, resulting from vesting of such Award occur as set forth in the Equity Incentive Plan. If the date of the vesting of any Award, other than an Option or SAR, held by Participant who is subject to Graphjet Technology’s policy regarding trading of its Shares by its officers and directors and Shares is not within a “window period” applicable to the Participant, then withholding shall be at the applicable statutory withholding amount accomplished by one or more of the methods provided for in the Equity Incentive Plan.

If the date of the vesting of any Award, other than an Option or SAR, held by participant who is subject to Graphjet Technology’s policy regarding trading of its Shares by its officers and directors and Shares is not within a “window period” applicable to the participant, as determined by Graphjet Technology in accordance with such policy, then the vesting of such Award shall not occur on such original vesting date and shall instead occur on the first day of the next “window period” applicable to the participant pursuant to such policy.

Certain Transactions

Unless prohibited by applicable law, the Amended and Restated Articles or the applicable rules of a stock exchange, the Remuneration Committee may delegate all or some of its responsibilities and powers to any one or more of its members. The Remuneration Committee also may delegate some or all of its administrative duties to any officer of Graphjet Technology and may delegate some or all of its administrative powers to the CEO to grant Awards under the Plan to participants and potential participants who are not Directors or Named Executive Officers of Graphjet Technology or any Subsidiaries, provided that the terms and conditions of such Awards shall be set forth in an Award Agreement approved in substantial form by the Remuneration Committee prior to the grant of said Awards, the Remuneration Committee in its delegation shall specify the maximum Shares that may be awarded to one participant pursuant to such delegation in any calendar year, and the CEO shall report any such grants to the Committee at its next meeting.

Subplans, Malus and Claw-Back Provisions, Transferability

Graphjet Technology or any Subsidiary may, to the extent permitted by applicable law, deduct from and set off against any amounts Graphjet Technology or Subsidiary may owe to the participant from time to time, including amounts payable in connection with any Award, owed as wages, fringe benefits, or other compensation owed to the participant, such amounts as may be owed by the participant to Graphjet Technology or a Subsidiary, although the participant shall remain liable for any part of the participant’s payment obligation not satisfied through such deduction and setoff. All Awards (including any proceeds, gains or other economic benefit the participant actually or constructively receives upon receipt or exercise of any Award) will be subject to any claw-back policy of Graphjet Technology, as set forth in such claw-back policy or the Award Agreement. By accepting any Award granted hereunder, the participant agrees to any deduction, claw-back or setoff under the Equity Incentive Plan, as set forth in the Award Agreement.

5865

Plan Amendment and Termination

Except as otherwise provided in the Equity Incentive Plan, at any time the Board may wholly or partially amend, modify, suspend or terminate the Equity Incentive Plan or the Remuneration Committee’s authority to grant Awards under the Equity Incentive Plan without the consent of shareholders or participants. However, without the approval of Graphjet Technology’s shareholders given twelve months before or after the action by the Board if such shareholder approval is required by any federal or state law or regulation or the rules of any share exchange or automated quotation system on which the Shares may then be listed or quoted, no action of the Board may (i) increase the limit on the Share Reserve, (ii) reduce the exercise price per share of any outstanding Option or SAR granted under this Plan, (iii) cancel any Option or SAR in exchange for cash, another Award or an Option or SAR with a price per share that is less than the price per share of the original Option or SAR, or (iv) materially modify the requirements as to eligibility for participation in the Equity Incentive Plan. The Remuneration Committee shall have no authority to waive or modify any other Award term after the Award has been granted to the extent that the waived or modified term was mandatory under the Equity Incentive Plan.

Remuneration Committee Interlocks and Insider Participation

None of the members of the remuneration committee was at any time one of Graphjet Technology’s officers or employees. None of Graphjet Technology’s executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers that will serve as a member of our Board or compensation committee.

Remuneration Committee Report

The Remuneration Committee was formed in connection with the Closing of the Business Combination. As a result, the Remuneration Committee has not reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management.

Submitted by the Remuneration Committee of the Board:

●

Chen Siow Woon (Chair)

●

Ang Chee Yong

●

Tan Song Jie

The material in this Remuneration Committee Report is deemed “furnished” in this Annual Report on Form 10-K and shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding the beneficial ownership of ~~our~~the ~~ordinary~~Company’s ~~shares~~Class A Ordinary Shares as of ~~July~~September 1130, 2025, ~~based~~by: on(i) each director; ~~information~~(ii) each ~~obtained~~of ~~from~~our named executive officers; (iii) all executive officers and directors of the ~~persons~~Company ~~named~~as ~~below,~~a ~~with~~group; ~~respect~~and (iv) all tothose known by the Company to be beneficial ~~ownership~~ owners of ~~shares~~more than five percent of any class of our Class A ~~ordinary~~Ordinary ~~shares by:~~Shares.

●We ~~each~~have ~~person~~determined ~~known~~beneficial ownership in accordance with the rules of the SEC. Except as indicated by usthe footnotes below, we believe, based on the information furnished to beus, that the ~~beneficial~~persons ~~owner~~and ofentities ~~more~~named ~~than~~in 5%the oftable ~~Graphjet~~below ~~Technology’s~~have ~~Class~~sole Avoting ~~ordinary~~and investment power with respect to all shares; of common and/or preferred share that they beneficially own, subject to applicable community property laws. The table is based upon information supplied by officers, directors and principal shareholders, including information set forth in ownership reports filed with the SEC.

●The ~~each~~percentages below are based on a total of ~~our~~3,845,062 ~~named~~Class ~~executive~~A ~~officers~~ordinary ~~and~~shares ~~directors;~~in ~~and~~issue as of December 23, 2025.

~~● each of our officers and directors as a group.~~66

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

In the table below, percentage ownership is based on 148,037,022 Class A ordinary shares outstanding as of July 11, 2025.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Class A ordinary shares beneficially owned by them. Unless otherwise noted, the business address of each of the following entities or individuals is Lot 3895, Lorong 6D, Kampung Baru Subang, Seksyen U6, 40150 Shah Alam, Selangor, Malaysia.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned			% of Class
Name of Beneficial Owner	Number of Shares			% of Class(1)
Directors and Named Executive Officers
Chris Lai Ther Wei		—--			—--
Tan Song Jie		—--			—--
Ang Chee Yong		—--			—--
Chen Siow Woon		—--			—--
Pwa Yee Guo		—--			—--
Greater than 5% Holders
Aiden Lee Ping Wei		~~100~~2,~~789~~314,~~569~~823	(12)		6860.20	%~~(2)~~
Fam Chee Way		250,000			6.50	%
Farhash Wafa Salvador		250,000			6.50	%
Goldman Sachs & Co. LLC(3)		247,493			6.44	%

(1) ~~Includes~~Percentage ~~(i)~~is ~~71,789,569~~calculated ~~shares~~based ofon ~~Class~~the ~~A ordinary shares~~3, ~~par value $0.0001 (“Shares”)~~845,062 ~~and~~Ordinary ~~(ii) 29,000,000~~ Shares ~~(the~~outstanding ~~“Issuable~~as ~~Shares”) issuable to Aiden Lee Ping Wei upon exercise~~ of ~~the~~December ~~Warrants (as defined below). The beneficial ownership described above excludes 171~~23,~~000,000~~ Shares issuable to Aiden Lee Ping Wei upon exercise of the Warrants (the “Excluded Shares”) because the Excluded Shares underlying the Warrants are not deemed to be “beneficially owned” under applicable Securities and Exchange Commission (the “SEC”) rules2025. ~~The Company’s shareholder approval is required in order for the Excluded Shares underlying the Warrants to become issuable thereunder.~~

(2) ~~Percentage~~Consists isof ~~calculated~~Class ~~based~~A ~~upon~~Ordinary Shares beneficially owned by Aiden Lee Ping Wei, which includes: (i) ~~the~~1,048,412 ~~Issuable~~Class A Ordinary Shares, par value $0.006 issued to Aiden Lee Ping Wei in connection with Share Purchase Agreements dated April 22, 2025, between Aiden Lee Ping Wei and each of Lim Hooi Beng, Aw Jeen Rong, and Liu Yu; (ii) ~~the~~ 148,~~037~~081 Class A Ordinary Shares issued to Aiden Lee Ping Wei in connection with that certain Employment Agreement dated March 14,~~022~~ 2025 between the Company and Aiden Lee Ping Wei; and (iii) 483,330 Class A Ordinary Shares ~~outstanding~~issuable asupon exercise of ~~July~~a 11portion of the 333,334 warrants to purchase up to 3,333,340 Class Ordinary Shares, issued to Aiden Lee Ping Wei, pursuant to that certain Warrant Subscription Agreement dated May 15, 2025, between the Company and Aiden Lee Ping Wei. Such 483,330 Class A Ordinary Shares are deemed to be “beneficially owned” by Aiden Lee Ping Wei under applicable rules, and the remaining 2,850,010 Class A Ordinary Shares are subject to the shareholder approval requirement under Nasdaq Listing Rule 5635(d) and are not exercisable until such approval is obtained.

(3)

Consists of 185,000 Class A Ordinary Shares, issued at $3 per share, to Goh Meng Keong pursuant to that certain Debt Settlement and Subscription Agreement dated August 14, 2025. For the year ended 30^th September 2025, the Company has made a settlement amount of $ 475,285 (RM 2,000,000) to Mr. Goh Meng Keong. As settlement of the debt, the Company agreed to issue 11,100,000 ordinary shares, which is 185,000 post-Share Consolidation shares.

Securities Authorized for Issuance Under Equity Compensation Plans

The information contained under the heading “Director Independence” in Part II, Item 5. “Securities Authorized for Issuance Under Equity Compensation Plans” is incorporated by reference herein.

Related Party Transactions

On ~~September~~May 2015, ~~2021~~2025, Graphjet ~~entered~~Technology ~~into~~and aAiden ~~Contract~~Lee ofPing ~~Commission~~Wei ~~Processing~~entered ~~with~~into ~~ZhongHe~~a ~~Industries~~Warrant ~~Sdn.~~Subscription ~~Bhd.~~Agreement, inpursuant to which ~~Liu~~Graphjet YuTechnology issued 20,000,000 warrants to apurchase ~~former~~up ~~officer~~to 200,000,000 of ~~and~~the ~~director,~~Company’s ~~is a~~Class ~~shareholder~~A ~~and~~ordinary ~~director~~shares, ~~pursuant~~at toan ~~which~~exercise ~~Graphjet~~price ~~appointed~~of ~~ZhongHe~~$0.055 to ~~Industries~~Aiden ~~Sdn.~~Lee Ping ~~Bhd~~Wei. ~~for~~After the ~~provision~~Share Consolidation, the amount of ~~services~~warrants asnow ~~further~~held by Aiden Lee Ping Wei is 333,334 warrants to purchase up to 3,333,340 ~~stipulated~~Class inA ~~such~~ordinary ~~Contract~~shares, ofat ~~Commission~~an ~~Processing~~exercise price of $3.30.

OnIn ~~March 28~~May, ~~2022~~June, ~~Graphjet~~July and August ~~entered~~2025, ~~into~~the aCompany ~~Deed~~entered ofnine ~~Assignment,~~loan asagreements ~~supplemented~~with byMr. ~~the~~Lee ~~Supplemental~~Ping ~~Deed~~Wei ~~dated~~for ~~July~~working ~~29,~~capital ~~2022,~~purpose. ~~with~~The ~~Zhong~~loans Heare ~~Tiancheng~~unsecured, ~~Technology~~with ~~Development~~interest ~~(Beijing)~~bearing ~~Co.~~of ~~Ltd.,~~15% inper ~~which~~annum ~~Liu~~and Yudue ison ademand. ~~shareholder~~As ~~and~~of ~~director~~September 30, ~~pursuant~~2025, tototal ~~which~~loans ~~Graphjet~~drawdown ~~acquired~~was ~~all~~$1,259,507. For the ~~intellectual~~twelve ~~property~~months ofended ~~Zhong~~September He30, ~~Tiancheng~~2025, ~~Technology~~there ~~Development~~was ~~(Beijing)~~interest ~~Co.~~expense ~~Ltd~~of $45,173. The principal amount, asmaturity ~~listed~~date inand ~~the~~interest ~~said~~rate ~~Deed~~for ofthe ~~Assignment~~loans ~~and~~are ~~Supplemental~~shown in ~~Deed~~the ~~for~~table ~~$222.~~below:

On March 10, 2022, Graphjet entered into Intellectual Property Sales Agreement with Liu Yu, as supplemented by the letter from Liu Yu to Graphjet dated July 29, 2022, pursuant to which Graphjet purchased the process for producing palm-based graphene, an intellectual property held by Liu Yu for RM29,000,000, payable within the 19th to 36th month period from July 29, 2022.

Lender	Principal		Interest Rate	Lending Date	Due Date
Lee Ping Wei	$	118,821	15% p.a	May 27, 2025	Due on demand
Lee Ping Wei	$	71,293	15% p.a	June 3, 2025	Due on demand
Lee Ping Wei	$	71,293	15% p.a	June 10, 2025	Due on demand
Lee Ping Wei	$	118,821	15% p.a	June 16, 2025	Due on demand
Lee Ping Wei	$	118,821	15% p.a	June 25, 2025	Due on demand
Lee Ping Wei	$	237,643	15% p.a	July 01, 2025	Due on demand
Lee Ping Wei	$	237,643	15% p.a	July 7, 2025	Due on demand
Lee Ping Wei	$	142,586	15% p.a	July 29, 2025	Due on demand
Lee Ping Wei	$	142,586	15% p.a	August 20, 2025	Due on demand

On July 1, 2022, Graphjet entered into a Tenancy Agreement with ZhongHe Industries Sdn. Bhd., in which Liu Yu is a shareholder and director, with respect to the demised premises located at L4-E-8 Enterprise 4, Technology Park Malaysia, Bukit Jalil, 57000 Kuala Lumpur. Pursuant to the terms of the Tenancy Agreement, the tenancy is subject to an initial term of 2 years with a monthly rental of RM3,500 per month.

	September 30, 2025		September 30, 2024
Total interest payable	$	1,259,507	$	-
Total debt and interest payable	$	46,632	$	-

Policies and Procedures for Related Party Transactions

Graphjet Technology’s Nominating and Corporate Governance Committee is designated with the authority to review and approve related party transactions, defined as a transaction, arrangement or relationship that would require disclosure pursuant to Item 404 of Regulation S-K, or transaction between Graphjet Technology and (i) any director or executive officer of Graphjet Technology; (ii) any nominee for election as a director; (iii) any holder of Graphjet Technology securities owning more than 5% of any class of Graphjet Technology stock and (iv) any member of the immediate family of any of the foregoing. In evaluating related party transactions, Graphjet Technology’s Nominating and Corporate Governance Committee considers the relevant facts and circumstances available and deemed relevant to Graphjet Technology’s Nominating and Corporate Governance Committee, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

Director Independence

The information contained under the heading “Director Independence” in Part III, Item 10. “Directors, Executive Officers and Corporate Governance” is incorporated by reference herein.

Item 14. Principal Accountant Fees and Services

The following is a summary of fees paid or to be paid to Adeptus Partners LLC and Kreit & Chiu CPA LLP, for services rendered.

Audit Fees. Audit ~~fees~~ fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are ~~normally~~ normally provided by Adeptus Partners LLC and Kreit & Chiu, CPA LLP in connection with regulatory filings. The aggregate fees billed by Adeptus Partners LLC for professional services rendered for the audit of our annual financial statements, and other required filings with the SEC for ~~the year ended~~ September 30, ~~2023,~~2025 ~~totaled~~was ~~$135,000~~NIL and the ~~first~~ three quarters of 2024, totaled $65,000. The aggregate fees billed by Kreit & Chiu, CPA LLP for professional services rendered for the audit of our annual financial statements, and other required filings with the SEC for the years ended September 30, 2025 and 2024, totaled $245,850 and $403,943 respectively. The above amounts include interim procedures and audit fees (including the 2023 re-audit fees and overrun costs incurred in 2025), as well as attendance at audit committee meetings.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. ~~We did not pay Adeptus Partners LLC or Kreit & Chiu LLP for audit related fees for the years ended September 30, 2024 and 2023.~~

Tax Fees. We did not pay Adeptus Partners LLC or Kreit & Chiu CPA LLP for tax planning and tax advice for the years ended September 30, ~~2024~~ 2025 and ~~2023~~2024.

All Other Fees. We did not pay Adeptus Partners LLC or Kreit & Chiu CPA LLP other fees for the years ended September 30, ~~2024~~2025 and ~~2023~~2024.

Audit Committee Pre-Approval Policy and Procedures

Since its formation, the Audit Committee has pre-approved all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm, the scope of services provided by our independent registered public accounting firm and the fees for the services to be performed. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by our independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

The Audit Committee adopted its committee charter (the “Audit Committee Charter”) that sets forth the authority and procedures pursuant to which the audit committee shall pre-approve (or, where permitted under SEC rules to subsequently approve) audit and non-audit services proposed to be performed by the independent auditor.

6169

~~part~~ PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) The following documents are included on pages F-1 through F-25 attached hereto and are filed as part of this Annual Report on Form 10-K.

The following documents are included on pages F-1 through F-25 attached hereto and are filed as part of this Annual Report on Form 10-K.

Report of Independent Registered Public Accounting Firm PCAOB ID #6651	F-1
Consolidated Balance Sheets as of September 30, 2025 and 2024	F-2
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended September 30, 2025 and 2024	F-3
Consolidated Statements of Change in Shareholders’ Equity (Deficit) for the Years Ended September 30, 2025 and 2024	F-4
Consolidated Statements of Cash Flows for the Years Ended September 30, 2025 and 2024	F-5
Notes to the Consolidated Financial Statements	F-7

Report of Independent Registered Public Accounting Firm PCAOB ID #6651	F-1
Consolidated Balance Sheets as of September 30, 2024 and 2023	F-2
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended September 30, 2024 and 2023	F-3
Consolidated Statement of Changes in Shareholders’ Equity for the Years Ended September 30, 2024 and 2023	F-4
Consolidated Statement of Cash Flows for the Years Ended September 30, 2024 and 2023	F-5
Notes to the Consolidated Financial Statements	F-6

(a)(2) Financial Statement Schedules.

All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.

(a)(3) Exhibits

The following is a list of exhibits filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K. Exhibits which are incorporated herein by reference can be obtained on the SEC website at www.sec.gov.

Exhibit No.		Description
2.1†		Share Purchase Agreement, dated August 1, 2022, by and among Energem Corp., Mr. Swee Guan Hoo, in his capacity as Purchaser Representative, Graphjet Technology Sdn., and the Selling Shareholders (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed by Energem on August 2, 2022).
3.1*		Amended and Restated Memorandum of Association and Articles of Association ~~of Graphjet Technology~~.
4.1*		Warrant Subscription Agreement dated May 1615, 2025, by and between Graphjet Technology and Aiden Lee Ping Wei
4.2*		Form of Warrant dated May 16, 2025, by and between Graphjet Technology and Aiden Lee Ping Wei
4.4*		Description of Graphjet Technology Securities
10.2+		Graphjet Technology Equity Incentive Plan (incorporated by reference to Annex C to the Registration Statement on Form S-4, filed by Energem on January 23, 2023).
10.1*		Debt Settlement and Subscription Agreement dated August 14, 2025, by and between Graphjet Technology and Yasuka Infinity Sdn Bhd
10.4		Amended and Restated Share Purchase Agreement dated January 24, 2024, by and among the PIPE Investor, Energem Corp. and Graphjet Technology Sdn. Bhd. (incorporated by reference to Exhibit 10.32 to the Registration Statement on Form S-4/A13, filed by Energem Corp. on January 29, 2024).
10.2*		Debt Settlement and Subscription Agreement dated August 14, 2025, by and between Graphjet Technology and Goh Meng Keong.
10.6*		Form of Warrant dated May 15, 2025, by and between Graphjet Technology and Aiden Lee Ping Wei
10.3*		Sale and Purchase Agreement dated August 19, 2025, by and between Graphjet Technology, Graphjet Technology Sdn Bhd, and Cosmo Esteen Sdn Bhd.
21.1		List of Subsidiaries of Graphjet Technology (incorporated by reference to Exhibit 21.1 to the Form 8-K, filed by Graphjet Technology on March 20, 2024).
10.4*		Master Loan Agreement dated October 16, 2025, by and between Graphjet Technology and International Liquidity, LLC.
10.5*		Master Pledge Agreement dated October 16, 2025, by and between Graphjet Technology and International Liquidity, LLC.
10.6+		Graphjet Technology Equity Incentive Plan (incorporated by reference to Annex C to the Registration Statement on Form S-4, filed by Energem on January 23, 2023).
21.1		List of Subsidiaries of Graphjet Technology (incorporated by reference to Exhibit 21.1 to the Form 8-K, filed by Graphjet Technology on March 20, 2024)
31.1*		Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1*		Clawback Policy
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*	Filed herewith
**	Furnished herewith
+	Indicates a management or compensatory plan.
†	Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request.

Filed herewith

62** Furnished herewith

Indicates a management or compensatory plan

†

Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the SEC upon request.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Graphjet Technology

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance ~~sheet~~sheets of Graphjet Technology (the “Company”) as of September 30, ~~2024~~2025 and ~~2023~~2024, the related statements of operations and comprehensive loss, changes in shareholders’ equity (deficit), and cash flows for each of the ~~year~~two ~~then~~years in the period ended September 30, 2025 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Graphjet Technology as of September 30, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the ~~period~~two ~~then~~years in the period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue on a going concern basis. As more fully described in Note 2 to the consolidated ~~financial~~ financial statements, the Company incurred a net ~~losses~~loss of US$1716,~~815~~410,~~307~~770 for the ~~period~~year ~~then~~ ended September 30, ~~2024~~2025, with a working capital deficit of US$1910,~~852~~059,~~386~~898 as of September 30, ~~2024~~2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern.

Basis for Opinion

These consolidated financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("“PCAOB"”) and are required to be independent with respect to the Company. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Emphasis of Matter – Correction of error

As discussed in Note 21 to the financial statements, the Company restated its 2023 financial statements to apply the change in accounting treatment related to intellectual property, merger transaction costs, professional expenses and classification of payable to directors. Our opinion is not modified with respect to this matter.

/s/ Kreit & Chiu CPA LLP

We have served as the Company’s auditor since 2024.

/s/ Kreit & Chiu CPA LLP

Los Angeles, California

~~July 15~~December 23, 2025

F-1

GRAPHJET TECHNOLOGY ~~CONSOLIDATED BALANCE SHEETS~~

	September 30,			September 30,
	2024			2023
				As Restated
ASSETS
CURRENT ASSETS
Cash	$	348,655		$	1,430
Inventories		73,922			—
Prepaid expenses		12,200			154,519
Advance to a related company		—			97,882
Deposits		29,888			127,664
Other receivables		113,108			54,468
Total Current Assets		577,773			435,963
NON-CURRENT ASSETS
Property and equipment, net		1,593,400			1,598
Intangible assets, net		262			337
Deferred merger costs		—			704,334
Total Non-current Assets		1,593,662			706,269
Total Assets	$	2,171,435		$	1,142,232
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Loans from third parties	$	600,626		$	510,234
Other payables and accrued expenses		1,232,422			390,257
Loan from a director		254,449			—
Loan from a shareholder		103,877			—
Payable to directors		2,159,866			2,231,781
Compensation payable to a shareholder		737,894			—
Deferred underwriting commission payable		1,541,025			—
Provision for bonus		13,800,000			—
Total Current Liabilities		20,430,159			3,132,272
NON-CURRENT LIABILITIES
Compensation payable to a shareholder		—			5,338,273
Total Non-current Liabilities		—			5,338,273
Total Liabilities		20,430,159			8,470,545
COMMITMENTS AND CONTINGENCIES (See Note 19)
SHAREHOLDERS’ EQUITY (DEFICIT)
Preferred share, $0.0001 par value; 1,000,000 shares authorized, no shares issued and outstanding as of September 30, 2024 and 2023		—			—
Class A ordinary share, $0.0001 par value; 479,000,000 shares authorized; 146,738,806 and 137,750,000 shares issued and outstanding as of September 30, 2024 and 2023		14,674			13,775	*
Class B ordinary share, $0.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding as of September 30, 2024 and 2023		—			—
Additional paid-in capital		7,812,836			587,499
Accumulated deficit		(25,798,897	)		(7,983,590	)
Accumulated other comprehensive (loss) income		(287,337	)		54,003
Total Shareholders’ Deficit		(18,258,724	)		(7,328,313	)
Total Liabilities and Shareholders’ Deficit	$	2,171,435		$	1,142,232

CONSOLIDATED BALANCE SHEETS

* Giving retroactive effect to reverse recapitalization effected on March 14, 2024 to reflect exchange ratio of approximately 55.1 as described in Note 4

	September 30,			September 30,
	2025			2024

ASSETS
CURRENT ASSETS
Cash	$	7,354		$	348,655
Accounts receivables, net		5,602			—
Inventories		38,877			73,922
Prepaid expenses		5,486			12,200
Deposits		30,918			29,888
Other receivables		103,587			113,108
Total Current Assets		191,824			577,773

NON-CURRENT ASSETS
Property and equipment, net		1,820,772			1,593,400
Intangible assets, net		2,613			262
Prepaid deposit		2,344,707			—
Operating right-of-use assets		16,975			—
Total Non-current Assets		4,185,067			1,593,662

Total Assets	$	4,376,891		$	2,171,435

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts Payable	$	17,061		$	—
Loans from third parties		55,478			600,626
Loans from prior shareholders		471,738			358,326
Payables to prior shareholders		3,010,132			2,159,866
Other payables and accrued expenses		1,887,395			1,232,422
Deferred underwriting commission payable		—			1,541,025
Compensation payable to a shareholder		—			737,894
Loan from a shareholder		1,306,139			—
Payable to a shareholder		36,804			—
Provision for bonus		3,450,000			13,800,000
Operating lease liabilities, current		16,975			—
Total Current Liabilities		10,251,722			20,430,159

NON-CURRENT LIABILITIES
Payables to a prior shareholder		3,702,862			—
Compensation payable to a prior shareholder		1,296,307			—
Total Non-current Liabilities		4,999,169			—
Total Liabilities		15,250,891			20,430,159

COMMITMENTS AND CONTINGENCIES (See Note 21)

SHAREHOLDERS’ EQUITY (DEFICIT)
Ordinary share, $0.006 par value; 8,333,333 shares authorized; 3,210,062 and 2,445,647 shares issued and outstanding as of September 30, 2025 and 2024*		19,260			14,674
Additional paid-in capital		32,659,814			7,812,836
Accumulated deficit		(42,209,667	)		(25,798,897	)
Accumulated other comprehensive (loss) income		(1,343,407	)		(287,337	)
Total Shareholders’ Deficit		(10,874,000	)		(18,258,724	)
Total Liabilities and Shareholders’ Deficit	$	4,376,891		$	2,171,435

Giving retroactive effect to reverse recapitalization effected on March 14, 2024 to reflect exchange ratio of approximately 55.1 as described in Note 4 and share combination at a ratio of one-for-sixty effected on August 25, 2025 as described in Note 1.

The accompanying notes are an integral part of these consolidated financial statements.

F-2

GRAPHJET TECHNOLOGY ~~CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS~~

	For the Years Ended September 30,
	2024			2023
				As Restated
Revenues	$	—		$	—
Cost of revenue		—			—
Gross profit		—			—
Operating expenses:
General and administrative expenses		17,438,014			1,225,501
Total operating expenses		17,438,014			1,225,501
Loss from operations		(17,438,014	)		(1,225,501	)
Other income (expenses)
Interest expense		(375,782	)		(616,398	)
Other expenses, net		(1,511	)		—
Total other expenses, net		(377,293	)		(616,398	)
Loss before income tax		(17,815,307	)		(1,841,899	)
Income tax expense		—			—
Net loss	$	(17,815,307	)	$	(1,841,899	)
Foreign currency translation adjustment		(341,340	)		123,998
Total comprehensive loss attributable to ordinary shareholders	$	(18,156,647	)	$	(1,717,901	)
Weighted average number of ordinary shares outstanding*
Basic		142,675,373			137,750,000
Diluted		142,675,373			137,750,000
Loss per share ordinary share
Basic	$	(0.12	)	$	(0.01	)
Diluted	$	(0.12	)	$	(0.01	)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

* Giving retroactive effect to reverse recapitalization effected on March 14, 2024 to reflect exchange ratio of approximately 55.1 as described in Note 4

	For the Years Ended
	September 30,
	2025			2024
Revenues	$	92,776		$	—
Cost of revenue		192,941			—
Gross loss		(100,165	)		—

Operating expenses:
General and administrative expenses		3,221,712			17,438,014
Share compensation expense		19,200,000			—
Total operating expenses		22,421,712			17,438,014

Loss from operations		(22,521,877	)		(17,438,014	)

Other income (expenses)
Reversal of bonus provision		6,683,824			—
Interest income/ (expense)		150,415			(375,782	)
Other expenses, net		(723,132	)		(1,511	)
Total other income/(expenses), net		6,111,107			(377,293	)

Loss before income tax		(16,410,770	)		(17,815,307	)

Income tax expense		—			—

Net loss	$	(16,410,770	)	$	(17,815,307	)

Foreign currency translation adjustment		(1,056,070	)		(341,340	)

Total comprehensive loss attributable to ordinary shareholders	$	(17,466,840	)	$	(18,156,647	)

Weighted average number of ordinary shares outstanding*
Basic		2,530,359			2,377,923
Diluted		2,530,359			2,377,923

Loss per share ordinary share
Basic	$	(6.49	)	$	(7.49	)
Diluted	$	(6.49	)	$	(7.49	)

The accompanying notes are an integral part of these consolidated financial statements.

F-3

GRAPHJET ~~TECHNOLOGY CONSOLIDATED~~ ~~STATEMENTS OF CHANGE IN SHAREHOLDERS’ EQUITY (DEFICIT)~~TECHNOLOGY

	Preferred Share				Class A Ordinary Share				Class B Ordinary Share				Additional paid-in			Accumulated Deficit			Accumulated other comprehensive
	Shares		Amount		Shares*		Amount		Shares		Amount		capital			(Restated)			income (loss)			Total
BALANCE, September 30, 2022		—	$	—		137,750,000	$	13,775		—	$	—	$	587,499		$	(6,141,691	)	$	(69,995	)	$	(5,610,412	)
Net loss		—		—		—		—		—		—		—			(1,841,899	)		—			(1,841,899	)
Foreign currency translation		—		—		—		—		—		—		—			—			123,998			123,998
BALANCE, September 30, 2023		—		—		137,750,000		13,775		—		—		587,499			(7,983,590	)		54,003			(7,328,313	)
Issuance of ordinary shares upon completion of reverse recapitalization		—		—		6,688,806		669		—		—		(3,474,433	)		—			—			(3,473,764	)
Issuance of ordinary shares for PIPE investment		—		—		250,000		25		—		—		2,499,975			—			—			2,500,000
Loan payable converted to shares		—		—		2,050,000		205		—		—		8,199,795			—			—			8,200,000
Net loss		—		—		—		—		—		—		—			(17,815,307	)		—			(17,815,307	)
Foreign currency translation		—		—		—		—		—		—		—			—			(341,340	)		(341,340	)
BALANCE, September 30, 2024		—	$	—		146,738,806	$	14,674		—	$	—	$	7,812,836		$	(25,798,897	)	$	(287,337	)	$	(18,258,724	)

CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS’ EQUITY (DEFICIT)

* Giving retroactive effect to reverse recapitalization effected on March 14, 2024 to reflect exchange ratio of approximately 55.1 as described in Note 4

					Additional						Accumulated
	Ordinary Share				paid-in			Accumulated			other
	(Restated)				Capital			Deficit			comprehensive
	Shares*		Amount*		(Restated)			(Restated)			income (loss)			Total
BALANCE, September 30, 2023		2,295,833	$	13,775	$	587,499		$	(7,983,590	)	$	54,003		$	(7,328,313	)
Issuance of ordinary shares upon completion of reverse recapitalization		111,480		669		(3,474,433	)		—			—			(3,473,764	)
Issuance of ordinary shares for PIPE investment		4,167		25		2,499,975			—			—			2,500,000
Loan payment converted to shares		34,167		205		8,199,795			—			—			8,200,000
Net loss		—		—		—			(17,815,307	)		—			(17,815,307	)
Foreign currency translation		—		—		—			—			(341,340	)		(341,340	)
BALANCE, September 30, 2024		2,445,647	$	14,674	$	7,812,836		$	(25,798,897	)	$	(287,337	)	$	(18,258,724	)
Sales of ordinary shares		10,885		65		989,762			—			—			989,827
Issuance of ordinary shares to underwriter		10,754		65		1,540,960			—			—			1,541,025
Issuance of warrants		—		—		19,400,000			—			—			19,400,000
Additional ordinary shares of round-up adjustment due to share consolidation		51		—		—			—			—			—
Issuance of ordinary shares to Depository Trust Company		26,000		155		(155	)		—			—			—
Issuance of shares for the settlement of amount due to third party and creditors		188,261		1,130		573,202			—			—			574,332
Issuance of shares for deposit placed for purchase of factory building		528,464		3,171		2,343,209			—			—			2,346,380
Net loss		—		—		—			(16,410,770	)		—			(16,410,770	)
Foreign currency translation		—		—		—			—			(1,056,070	)		(1,056,070	)
BALANCE, September 30, 2025		3,210,062	$	19,260	$	32,659,814		$	(42,209,667	)	$	(1,343,407	)	$	(10,874,000	)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

GRAPHJET TECHNOLOGY ~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

	For the Years Ended September 30,
	2024			2023
				As Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(17,815,307	)	$	(1,841,899	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		103			—
Depreciation		27,113			103
Change in operating assets and liabilities:
Prepaid expenses		145,106			(77,215	)
Advance to a related company		98,771			10,289
Inventories		(65,531	)		—
Deposits		102,327			(127,664	)
Other receivables		(45,306	)		(34,183	)
Interests payable		23,657			23,380
Other payables and accrued expenses		702,538			160,597
Payable to directors		—			2,296,915
Provision for bonus		13,800,000			—
Net cash (used in) provided by operating activities		(3,026,529	)		410,323
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(1,438,033	)		(1,598	)
Net cash used in investing activities		(1,438,033	)		(1,598	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term loans - related party		315,390			—
Proceeds from long-term debt - related party		2,917,330			—
Repayments to long-term debt - related party		(107,532	)		—
Payments of deferred merger costs		(919,446	)		(700,810	)
Proceeds from the completion of reverse recapitalization		1,231			—
Proceeds from PIPE investment		2,500,000			—
Net cash provided by (used in) financing activities		4,706,973			(700,810	)
Effect of exchange rate changes		104,814			68,394
NET CHANGE IN CASH		347,225			(223,691	)
Cash, beginning of the year		1,430			225,121
Cash, end of the year	$	348,655		$	1,430
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income tax	$	—		$	—
Cash paid for interest	$	—		$	—
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of ordinary share upon the reverse recapitalization	$	3,473,764		$	—
Reclassification of deferred merger costs to additional paid-in capital	$	704,334		$	—
Issuance of shares for the settlement of amount due to shareholders	$	8,200,000		$	—

CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these consolidated financial statements.

	For the Years Ended
	September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(16,410,770	)	$	(17,815,307	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		359			103
Depreciation		178,814			27,113
Share compensation expense		19,200,000			—
Amortization of operating lease right-of-use assets		47,280			—
Reversal of bonus provision for senior management staff		(6,683,824	)		—
Unrealized exchange gain on bonus provision for a shareholder		(350,869	)		—
Realized exchange gain on reversal of bonus provision for senior management staffs		(701,738	)		—
Unrealized exchange gain on debt settlement to prior shareholder		(254,773	)		—
Loss from debt settlement		993,268			—
Loss from disposal of intangible asset		193			—
Change in operating assets and liabilities:
Accounts receivables		(5,427	)		—
Prepaid expenses		6,261			145,106
Advance to a related company		—			98,771
Inventories		32,483			(65,531	)
Deposits		73,544			102,327
Other receivables		6,984			(45,306	)
Accounts payable		16,526			—
Interests payable		(418,562	)		23,657
Other payables and accrued expenses		1,433,180			702,538
Provision for bonus		—			13,800,000
Operating lease liabilities		(47,280	)		—
Payables to prior shareholders		765,001			—
Net cash used in operating activities		(2,119,350	)		(3,026,529	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(430,606	)		(1,438,033	)
Purchases of intangible assets		(2,834	)		—
Net cash used in investing activities		(433,440	)		(1,438,033	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term loans - related party		1,320,204			315,390
Proceeds from long-term debt - related party		—			2,917,330
Repayments to long-term debt - related party		—			(107,532	)
Payments of deferred merger costs		—			(919,446	)
Proceeds from the completion of reverse recapitalization		—			1,231
Proceeds from PIPE investment		—			2,500,000
Proceeds from issuance of ordinary shares		989,827			—
Net cash provided by financing activities		2,310,031			4,706,973

Effect of exchange rate changes		(98,542	)		104,814

NET CHANGE IN CASH		(341,301	)		347,225

Cash, beginning of the year		348,655			1,430

Cash, end of the year	$	7,354		$	348,655

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income tax	$	—		$	—
Cash paid for interest	$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements

F-5

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of ordinary share upon the reverse recapitalization	$	—	$	3,473,764
Reclassification of deferred merger costs to additional paid-in capital	$	—	$	704,334
Issuance of shares for the settlement of amount due to shareholders	$	—	$	8,200,000
Issuance of ordinary share for the settlement of the deferred underwriting commission payable	$	1,541,025	$	—
Issuance of warrants for the settlement of salary payable and share compensation expense to shareholder	$	19,400,000	$	—
Issuance of shares for the settlement of amount due to shareholders and creditors	$	574,332		—
Issuance of shares for deposit placed for purchase of factory building	$	2,344,707
Operating lease assets obtained in exchange for operating lease liabilities	$	63,723		—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, ~~2024~~2025 AND ~~2023~~ 2024

(In U.S. dollars, unless stated otherwise )

Note 1 - Description of Organization and Business Operations

1.1 Organization and Nature of Business

Graphjet Technology (the “Company”, “we,” “us” or “our”) is the owner of the state-of-the-art patented technology for the manufacture of graphene and graphite. The Company is a former blank check company incorporated in the Cayman Islands on August 6, 2021 under the name Energem Corp. (“Energem”) and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses.

The Company acquired Graphjet Technology Sdn. Bhd. (“Graphjet”), a Malaysian based company that produces graphite, graphene and graphene-based anode battery material. The breakthrough technology transforms a sustainable, abundant and renewable agricultural waste product, palm kernel shells into highly valued artificial graphene and graphite at significantly lower carbon emissions. For research and development in graphite and graphene applications, Graphjet collaborates with National University of Malaysia (UKM) and University Teknikal Malaysia Melaka (UTEM) as Technology Advisor Panel to provide technology advisory for the applications. The Company is a member of Industrial Liaison Program (ILP) of Massachusetts Institute of Technology (MIT).

The Company intends to be a low-cost producer of the highest quality artificial graphite and graphene. Graphjet has a patent on its bio-mass process and production method for graphite and ~~a patent pending for~~ graphene, and it believes it is the only producer currently capable of using biomass to produce graphite and graphene in mass production scale. The Company obtained its graphene patents in Malaysia on 27th March 2024. The Company has also extended its graphene patents to Indonesia and Thailand and both are currently under processing. For Indonesia: “A process for producing palm-based graphene, Application No. P00202302972, filed on April 4, 2023 and Thailand: “A process for producing palm-based graphene”. Application No.2301000033, filed on January 4 2023.

The Company believes it is the only producer presently capable of utilizing biomass to manufacture graphite and graphene at mass-production scale. This proprietary technology is expected to provide a competitive advantage by reducing production costs while maintaining product quality. The Company’s ability to protect and enforce its intellectual property rights is critical to sustaining this advantage.

ToAs ~~date~~for ofthe ~~this~~reporting ~~filing~~date, Graphjet Technology has ~~not~~commenced ~~had~~commercial ~~any~~ sales of its products but plans to sample its products to multinational companies within the industry for market acceptance and procurement purposes, intending to replace current high-cost suppliers. ~~Until~~To ~~now~~date, the Company has funded its operations ~~primarily with proceeds through~~ through equity investments from its current shareholders and proceeds from sales.

On August 25, 2025, the Company effected a share capital reorganization of the Company’s outstanding ordinary shares, each Preferred share and Class B ordinary share was reclassified into one ordinary share (the “Share Capital Reorganization”).

On August 25, 2025, the Company effected a share combination of the Company’s outstanding ordinary shares, par value $0.0001 per share, at a ratio of one-for-sixty (the “Share Combination”). The common shares listed on The Nasdaq Capital Market commenced trading on The Nasdaq Capital Market on a post-Share Combination adjusted basis at the open of business on August 25, 2025. As a result of the Share Combination, the number of issued and outstanding ordinary shares immediately prior to Share Combination was reduced such that every sixty shares of common shares held by a shareholder immediately prior to the Share Combination were combined and reclassified into one ordinary share, par value $0.006 per share.

Warrants and equity incentive plan, to purchase the Company’s ordinary shares were also proportionately adjusted in accordance with their terms to reflect the Share Combination.

All ordinary share amounts and per share numbers discussed herein have been retroactively adjusted for the Share Combination.

1.2 Business Combination

On March 14, 2024 (the “Closing date”), Graphjet consummated a merger (the “Merger”) with Energem. Pursuant to the Business Combination Agreement, (i) Energem acquired all of the issued and outstanding Graphjet Pre-Transaction Shares from the Selling Shareholders and Graphjet became a wholly-owned subsidiary of Energem, (ii) Energem changed its name to Graphjet Technology, and (iii) each Selling Shareholder received a number of Energem Class A Ordinary Shares subject to the Consideration Shares formula, which is the number of Energem Class A Ordinary Shares equal to the aggregate Consideration Shares divided by the number of Graphjet Pre-Transaction Shares outstanding immediately prior to the Closing, multiplied by the number of Graphjet Pre-Transaction Shares held by such Selling Shareholder.

F-7

Accordingly, the audited consolidated financial statements of the Company represent a continuation of the financial statements of Graphjet, with the Merger being treated as the equivalent of Graphjet issuing stock for the net assets of Graphjet Technology, accompanied by a recapitalization. The net assets of Graphjet Technology were stated at historical costs, with no goodwill or other intangible assets recorded, and were consolidated with Graphjet financial statements on the Closing Date. The number of Graphjet ordinary shares for all periods prior to the Closing Date have been retrospectively increased using the exchange ratio that was established in accordance with the Merger Agreement (the “Exchange Ratio”).

The Business Combination (see Note 4) was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Graphjet Technology was treated as the acquired company and Graphjet was treated as the acquirer for financial statement reporting purposes.

Pursuant to ASC 805-40 Reverse Acquisitions, ~~for~~ for financial accounting and reporting purposes, Graphjet was deemed the accounting acquirer with Graphjet Technology being treated as ~~the~~ the accounting acquiree, and the Merger was accounted for as a reverse recapitalization (the “Reverse Recapitalization”). Accordingly, the audited consolidated financial statements of the Company represent a continuation of the financial statements of Graphjet, with the Merger being treated as the equivalent of Graphjet issuing stock for the net assets of Graphjet Technology, accompanied by a recapitalization. The net assets of Graphjet Technology were stated at historical costs, with no goodwill or other intangible assets recorded, and were consolidated with Graphjet financial statements on the Closing Date. The number of Graphjet ordinary shares for all periods prior to the Closing Date have been retrospectively increased using the exchange ratio that was established in accordance with the Merger Agreement (the “Exchange Ratio”).

1.3 Acquisition of Subsidiary

In April 2024, the Company’s subsidiary, Graphjet acquired 100% equity interest in GTI US Corp, incorporated in Nevada for a consideration of $10,000. ~~As of September 30, 2024, $5,000 consideration was paid and the balance remains as payable. GTI US Corp is still dormant as of September 30, 2024.~~

~~F-6~~As of September 30, 2024, $5,000 consideration was paid and the balance remains as payable. GTI US Corp is still dormant as of September 30, 2025.

Note 2 - Going Concern and Liquidity

In assessing the Company’s ability to continue as a going concern, the Company monitors and analyses its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses, and capital expenditure obligations.

The Company’s management has considered whether there is substantial doubt about its ability to continue as a going concern due to the Company incurred a net loss of $1716,~~815~~410,~~307~~770 during the year ended September 30, ~~2024~~2025 and, as of that date, the Company had a negative working capital of $1910,~~852~~059,~~386~~898. Subsequent to year end, the Company was informed by the Nasdaq Hearings Panel that its Class A Ordinary Shares would be delisted from the Nasdaq Global Market and the Company’s securities will be suspended from trading on Nasdaq. See Note 22 Subsequent Events Footnote for more information. These conditions indicate the existence of a material uncertainty that may cast ~~raise~~significant doubt ~~about~~on the Company’s ability to continue as a going concern.

To sustain its ability to support the Company’s operating activities and to alleviate the situation, the Company considered supplementing its sources of funding through the following:

●

other available sources of financing from banks and other financial institutions or private lenders;

●

and equity financing.

On November 1, 2024, the Company successfully completed a fundraising exercise amounting to approximately $1.4 million (MYR 6 million) gross proceeds from new external shareholders. On April 30, 2025, the Company signed debt settlement agreements with its director and shareholder to settle the debts with them.

The Company can make no assurances that required ~~financings~~financing will be available for the amounts needed, or on terms commercially acceptable to the Company, if at all. If one or all of these events does not occur or subsequent capital raises are insufficient to bridge financial and liquidity shortfall, there would likely be a material adverse effect on the Company and would materially adversely affect its ability to continue as a going concern.

As such, the Company’s management has determined that the factors discussed above have raised material uncertainty that may cast substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty.

Note 3 - Summary of Significant Accounting Policies

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries, Graphjet and GTI US Corp. All intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements.

F-78

Use of estimates and assumptions

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period and the accompanying notes, including allowance for expected credit losses, the useful lives of property and equipment, and impairment of long-lived assets.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Foreign currency

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. Shareholders’ equity account is translated at historical exchange rate. Transaction gains and losses are recognized in the Company’s Consolidated Statement of Operations and Comprehensive Loss based on the difference between the foreign exchange rates on the transaction date and on the reporting date. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of shareholders’ equity. Cash flows are also translated at average translation rates for the periods; therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

For Graphjet, Malaysian Ringgit (“RM”) has been determined to be the functional currency. Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective periods:

	As of and for the years ended September 30,
	As of and for the Years Ended September 30,
	2024		2023
	2025		2024
Year-end RM: US$1 exchange rate		4.~~1220~~2080		4.~~6920~~1220
Year-average RM: US$1 exchange rate		4.~~6498~~3441		4.~~5317~~6498

Cash

Cash primarily consists of bank deposits, which are unrestricted as to withdrawal and use.

Accounts receivable, net

Accounts receivable includes trade accounts due from customers. Accounts receivables are recorded at the invoiced amount less an allowance for expected credit losses and do not bear interest. Accounts receivable usually are due after 7 to 60 days, depending on the credit term with its customers.

Management reviews the adequacy of the allowance for credit losses on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition and credit history to make adjustments in the allowance when it is considered necessary. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of September 30, 2025, no allowance for credit losses of accounts receivable was recognized.

F-9

Inventories

Inventories are measured at the lower of cost and net realizable value.

The cost of inventories is calculated using the weighted average method, and includes the cost incurred in acquiring the inventories and incidental cost in bringing them to their existing location and condition. For work-in-progress and finished goods, cost of production comprised the costs of raw material, packaging material, manufacturing overhead and direct labor, which are allocated to products based on normal operating capacity. ~~As of September 30, 2024 and 2023, the Company had $73,922 and $nil work-in-progress, respectively.~~

~~F-8~~In accordance with the Company’s policy, items with an individual value below $60,000 are treated as consumables. Consumables such as diesel, acid, pitch oil and gases are expensed as incurred and are not included in inventory balances. At September 30, 2025, consumables expensed under this policy totaled approximately $16,724.

	As of September 30,
	2025		2024
Raw Materials		19,776		-
Work in progress		18,172		73,922
Finished goods		929		-
Inventories		38,877		73,922

Prepaid expenses

Prepaid expenses represent amounts advanced to suppliers for providing services to the Company. Some suppliers require advance payments when the Company orders services, and the prepaid expenses will be utilized to offset the Company’s future payments. These amounts are unsecured, non-interest bearing and generally short-term in nature.

Other receivables

Other receivables primarily include receivables from employee advances and others. Management regularly reviews the aging of the accounts and changes in payment trends and records provision for credit losses when management believes collection of amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. As of September 30, ~~2024~~2025 and ~~2023~~2024, the Company provided no provision for ~~credit~~ credit losses, respectively.

Property and equipment, net

Property and equipment are stated at historical cost less accumulated depreciation. Expenditures for major renewals and betterments are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation is removed from the accounts, and any difference between the selling price and net carrying amount is recorded as a gain or loss in the consolidated statements of operations and comprehensive loss. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets.

Impairment for long-lived assets

Long-lived assets, including property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. During the years ended September 30, ~~2024~~2025 and ~~2023~~2024, no impairment of long-lived assets was recognized.

Prepaid Deposits

For deposits related to the acquisition of property, plant, and equipment, the amounts remain recorded as prepaid deposits until the Company obtains control of the asset, at which time the deposit is reclassified to Property, Plant and Equipment and included in the capitalized cost of the asset in accordance with ASC 360, Property, Plant, and Equipment.

F-10

Warrants

Upon completion of the Business Combination, all of Graphjet’s outstanding public and private warrants (See Note 1618) were replaced by the Company’s public and private warrants. As disclosed in ~~The~~prior year, the Company treated such warrants replacement as a warrant modification and no incremental fair value was recognized for the year ended September 30, 2024.There were no changes in the current year.

F-9

Fair value of financial instruments

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

~~Deferred~~Revenue ~~merger costs~~recognition

~~Deferred~~The ~~merger~~Company ~~costs~~follows ~~consist~~the ~~primarily~~revenue ofaccounting ~~expenses~~requirements ~~paid~~of toAccounting ~~attorneys,~~Standards ~~underwriters~~Update (“ASU”) No. 2014-09, ~~and~~Revenue ~~others~~from ~~direct~~Contracts ~~costs~~with ~~related~~Customers to(Topic ~~the~~606) ~~Merger.~~(“Accounting Standards ~~Transaction~~Codification ~~costs~~(“ASC”) ~~directly~~606”). ~~attributable~~The tocore principle underlying the ~~Merger~~revenue recognition of this ASU allows the ~~should~~Company beto ~~accounted~~recognize ~~for~~revenue asthat arepresents ~~direct~~the ~~reduction~~transfer of ~~the~~goods ~~proceeds~~and ~~received~~services ~~from~~to ~~the~~customers ~~issuance~~in ~~and~~an ~~deducted~~amount ~~from~~that reflects the ~~combined~~consideration to which the Company~~’s additional~~ ~~paid-in~~expects ~~capital~~to ~~rather~~be ~~than~~entitled ~~expensed~~in assuch ~~incurred~~exchange.

To achieve that core principle, the Company applies five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

The Company’s revenue is principally derived from sales of graphene and graphite products and related side products. Pursuant to the Company’s contracts with customers, the Company’s only performance obligation of the sales contract is the delivery of products to the customer, amounts charged per product is fixed and determinable. The Company recognized the product revenue when control of the products is passed to the customer, which is the point in time that the customers are able to direct the use of and obtain substantially all of the economic benefit of the goods. The transfer of control typically occurs at a point in time based on consideration of when the customer has an obligation to pay for the goods, and physical possession of, legal title to, and the risks and rewards of ownership of the goods has been transferred, and the customer has accepted the goods.

Cost of revenues

Cost of revenues mainly consists of cost to manufacture products, primarily includes the cost to purchase raw materials, direct labor, and other related costs that are attributable to production.

F-11

Operating Leases

Effective July 1, 2021, the Company adopted FASB ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The right-of-use assets and related lease liabilities are recognized at the lease commencement date. The Company recognizes operating lease expenses for lease payments on a straight-line basis over the lease term.

Operating lease right-of-use of assets

The right-of-use of asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received.

Lease liabilities

Lease liability is initially measured at the present value of the outstanding lease payments at the commencement date, discounted using the Company’s incremental borrowing rate. The Company’s incremental borrowing rate is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. Lease payments included in the measurement of the lease liability comprise fixed lease payments.

Lease liability is measured at amortized cost using the effective interest rate method.

It is re-measured when there is a change in future lease payments, if there is a change in the estimate of the amount expected to be payable under a residual value guarantee, or if there is any change in the Company’s assessment of option purchases, contract extensions or termination options.

The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews there coverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and includes the associated operating lease payments in the undiscounted future pre-tax cash flows. For the twelve months ended September 30, 2025, the Company did not recognize impairment loss on its ROU assets.

Income taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined Cayman Islands, the United States and Malaysia are the Company’s only major tax jurisdictions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, ~~2024~~2025 and ~~2023~~2024, and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

The Company is an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands. In Malaysia and Nevada US, current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Due to operating losses, the Company’s tax provision was $nil for the years ended September 30, ~~2024~~2025 and ~~2023~~2024.

Comprehensive income (loss)

Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of shareholders’ equity but are excluded from net income (loss). Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies.

F-1012

Loss per share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. AsDiluted ofnet ~~September~~loss ~~30,~~per ~~2024~~share ~~and~~reflects ~~2023,~~ the ~~calculation~~potential ofdilution ~~diluted~~that ~~loss~~could ~~per~~occur ~~share~~if ~~does~~securities ~~not~~or ~~consider~~other ~~the~~contracts ~~effect~~to ofissue ~~the~~ordinary ~~warrants~~shares ~~issued~~were inexercised ~~connection~~or ~~with~~converted ~~the~~into ~~Initial Public~~ordinary ~~Offering~~shares. ~~and~~As ~~warrants issued as components~~ of ~~the~~September ~~Private~~30, ~~Placement~~2025 ~~Units~~and ~~(the~~2024, ~~“Placement Warrants”) since~~ the ~~exercise~~Company ~~of the~~had warrants ~~are~~outstanding ~~contingent~~that ~~upon~~are ~~the~~exercisable ~~occurrence~~and oftherefore ~~future~~considered ~~events~~in ~~and~~ the ~~inclusion~~diluted earnings ofper ~~such~~share ~~warrants~~calculation ~~would~~using bethe ~~anti-dilutive.~~treasury ~~There~~stock ~~are no~~method. ~~other~~For ~~potential dilutive securities outstanding for~~ the ~~years~~year ended September 30, 2024, ~~and~~the ~~2023,~~effect asof aincluding ~~result,~~warrants would be anti-dilutive hence diluted net loss per share is ~~the~~equal ~~same~~to as basic net loss per share ~~for the periods presented~~.

The number of potential common shares have been excluded from the calculation of diluted net loss per share because their effect was anti-dilutive (See Note 15).

Related parties

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Recent issued accounting standards

The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startup Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments. These requirements include: (i) disclosure of significant expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”); (ii) disclosure of an amount for other segment items (equal to the difference between segment revenue less segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss) by reportable segment and a description of their composition; (iii) annual disclosure of a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods; (iv) clarification that, if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report those additional measures of segment profit or loss; (v) disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) disclosure of segment profit or loss in assessing segment performance and deciding how to allocate resources; and (vi) requiring a public entity that has a single reportable segment provide all the disclosures required by the amendments in this ASU, and all existing segment disclosures in Topic 280. ASU 2023-07 is effective for the Company’s annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025. The Company adopted ASU 2023-07 in the year ended September 30, 2024, and applied the amendments retrospectively to all prior periods presented in these consolidated financial statements. Refer to Note 1820 segment information.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.

F-1113

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires additional disclosures about specific types of expenses included in the expense captions presented on the face of the financial statements. The guidance is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The guidance may be applied either: (1) prospectively to financial statements issued for reporting periods after the effective date, or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the potential impact of adopting this new guidance on its unaudited condensed consolidated financial statements and related disclosures.

In January 2025, the FASB issued Accounting Standards Update No. 2025-01 to clarify the effective date of ASU 2024-03 (disaggregation of income statement expenses) for non-calendar year-end entities. The clarification ensures that initial adoption is required in an annual reporting period (rather than unintentionally in an interim period) for entities with non-calendar year ends. The amendments align with the effective dates stated in ASU 2024-03 (annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027) and early adoption is permitted. The Company is currently evaluating the potential impact of ASU 2024-03 (as clarified by ASU 2025-01) on its unaudited condensed consolidated financial statements and related disclosures.

In July 2025, the FASB issued Accounting Standards Update No. 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”), which introduces a practical expedient (for all entities) and an accounting policy election for non-public entities when estimating expected credit losses for current receivables and contract assets under ASC 606. The standard is effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years, and early adoption is permitted. The amendments are applied prospectively, and eligible entities can choose to apply the practical expedient and accounting policy election, with required disclosures. The Company is currently evaluating the potential impact of adopting ASU 2025-05 on its unaudited condensed consolidated financial statements and related disclosures.

Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.

Note 4 — Reverse Recapitalization

Upon the consummation of the Business Combination, the following transactions were completed, based on the Company’s capitalization as of March 14, 2024:

(i) All Energem public shares of ~~323~~5,~~231~~387, and all Energem founder shares of 356,~~403,075~~718 remained outstanding.

(ii) 246,~~760,~~000 shares to Energem’s financial advisor

(iii) All 241,~~500,100~~668 issued and outstanding shares of Graphjet were converted into ~~137~~2,~~750~~295,~~000~~833 shares

(iv) ~~202~~3,~~500~~375 shares to underwriter in connection with the Transactions.

The following table presents the number of the Company’s ordinary shares issued and outstanding immediately following the Reverse Recapitalization (as defined below):

	Ordinary
	Ordinary Share
	Share
Energem’s ordinary shares outstanding prior to Reverse		73,844
Energem’s ordinary shares outstanding prior to Reverse Recapitalization		4,430,622
Recapitalization Less: redemption of Energem’s ordinary shares		(11,739	)
Less: redemption of Energem’s ordinary shares		(704,316	)
Ordinary shares issued to underwriter		3,375
Ordinary shares issued to underwriter		202,500
Ordinary shares issued to financial advisor		46,000
Ordinary shares issued to financial advisor		2,760,000
Total ordinary shares issued upon completion of reverse recapitalization		111,480
Total ordinary shares issued upon completion of reverse recapitalization		6,688,806
Conversion of Graphjet’s ordinary shares		2,295,833
Conversion of Graphjet’s ordinary shares		137,750,000
Total ordinary shares issued and outstanding upon completion of reverse recapitalization		2,407,313
Total ordinary shares issued and outstanding upon completion of reverse recapitalization		144,438,806

F-14

Graphjet was determined to be the accounting acquirer given Graphjet effectively controlled the combined entity after the Transactions. The transaction is accounted for as a reverse recapitalization (“Reverse Recapitalization”), which is equivalent to the issuance of ordinary shares by Graphjet for the net monetary assets of Energem, accompanied by a recapitalization. Graphjet is determined as the accounting acquirer and the historical financial statements of Graphjet became the Company’s historical financial statements, with retrospective adjustments to give effect of the Reverse Recapitalization. The net assets of Energem were recognized as of the closing date at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Graphjet and Graphjet’s operations are the only ongoing operations of the Company.

In connection with the Reverse Recapitalization, the Company raised approximately $1,200 of proceeds, presented as cash flows from financing activities~~, which included the contribution of approximately $3~~.8 million of funds held in Energem’s trust account, approximately $1,200 cash held in Energem’s operating cash account, and payments of approximately $3.8 million in transaction costs incurred by Energem.

The following table reconcile the elements of the Reverse Recapitalization to the consolidated statements of cash flows and the changes in shareholders’ deficit:

	March 14,
	2024
Funds held in Energem’s trust account	$	3,760,259
Funds held in Energem’s operating cash account		1,231
Less: payments of transaction costs incurred by Energem		(3,760,259	)
Proceeds from the Reverse Recapitalization		1,231
Less: non-cash net deficit assumed from Energem		(3,474,995	)
Net distributions from issuance of ordinary shares upon the Reverse Recapitalization	$	(3,473,764	)

The shares and corresponding capital amounts and all per share data related to Graphjet’s outstanding ordinary share prior to the Reverse Recapitalization have been retroactively adjusted using the Exchange Ratio of 55.1.

F-12

Note 5 – Deposits

The deposits consist of non-refundable deposit for the land to be purchased at Kuantan Integrated Industrial Park and the professional fee related to it, refundable deposit for the rent of photocopiers and installation cost for the factory equipment in Shah Alam factory. See Note 12 for further discussion.

		As of		As of
		September 30,		September 30,
Deposit allocation	Nature	2025		2024
Machinery Rental Deposit	Refundable		1,640		—
Public Relations Consulting Services	Refundable		28,518		29,112
Photocopiers rent for offices use	Refundable		760		776
Total other receivables and other current assets, net		$	30,918	$	29,888

Deposit allocation	Nature	As of September 30, 2024		As of September 30, 2023
Land to be purchased at Kuantan Integrated Industrial Park *	Non-refundable	$	—	$	80,989
Professional service in building Kuantan factory *	Non-refundable		—		46,462
Public Relations Consulting Services	Refundable		29,112		—
Photocopiers rent for offices use	Refundable		776		213
Total other receivables and other current assets, net		$	29,888	$	127,664

Note 6 – Property and Equipment

* Written off during the year due to the termination of Sale and Purchase of Land Agreement

Note 6 – Patents

The Company owns two patents over the production of Graphite and Graphene from palm kernel shell. Artificial graphite can be used for including but not limited to electrical carbons, fuel cell bi-polar plates, coatings, electrolytic processes, corrosion products, conductive fillers, rubber and plastic compounds, and drilling applications. Graphene is a product that is further processed from Graphite.

As per ASC 350-30 Intangible Assets, the patents are capitalized as non-current asset because they were not internally generated, have finite useful life of 15 years, and has been used in operational activities although no revenue has been generated.

In 2022, the Company purchased the two patents from Mr. Liu Yu and ZhongHe TianCheng, both are related parties of the Company. Therefore, the transfers of the intangible assets are related-party transactions, and they transferred the patents during the process of the Company going public in US through the business combination with a SPAC. The intangible assets should be recorded at the transferors’ historical cost, based upon the Company’s records, there is no historical basis of the patents. The excess paid over the patents carrying basis should be charged to equity as a deemed dividend in accordance with ASC 805-50-30-5.

Patents consisted of the following:

	As of September 30, 2024		As of September 30, 2023
			As previously reported							As restated
	Net							Net						Net
	carrying		Acquisition		Accumulated			carrying		Acquisition		Accumulated		carrying
	amount		cost		amortization			amount		cost		amortization		amount
Patent
Graphite production	$	—	$	215,796	$	(21,580	)	$	194,516	$	—	$	—	$	—
Graphene production		—		6,258,092		(625,809	)		5,632,283		—		—		—
	$	—	$	6,473,888	$	(647,389	)	$	5,826,499	$	—	$	—	$	—

Note 7 – Property and Equipment

Property and equipment included in continuing operations consist of the following:

	As of September 30,			As of September 30,
	As of			As of
	2024			2023
	September 30,			September 30,
Office equipment	$	13,298		$	1,701
	2025			2024
Renovation		153,886			—
Office equipment	$	23,341		$	13,298
Plant and Machinery		1,456,801			—
Renovation		156,142			153,886
Subtotal	$	1,623,985		$	1,701
Plant and Machinery		1,855,846			1,456,801
Less: accumulated depreciation		(30,585	)		(103	)
Subtotal	$	2,035,329		$	1,623,985
Total property and equipment, net	$	1,593,400		$	1,598
Less: accumulated depreciation		(214,557	)		(30,585	)
Total property and equipment, net	$	1,820,772		$	1,593,400

F-13

Depreciation of property and equipment is computed on a straight-line basis over its estimated useful life at the following annual rates:

Office equipment	20	%
Renovation	20	%
Plant and machinery	10	%

Depreciation expense for the years ended September 30, ~~2024~~2025 and ~~2023~~2024 amounted to $27178,~~113~~814 and $~~103~~27,113, respectively, which have been recorded in the consolidated statements of operations. During the year, depreciation expense of $167,097 and $11,717 was recorded in general and administrative expenses inand ~~the~~cost ~~consolidated statements~~ of ~~operations~~sales respectively.

~~The~~During ~~Company~~the ~~has~~year, the Company entered into ~~four~~a ~~contracts with~~contract ~~Beijing~~with XiHunan YuXirui ~~International~~Automation ~~Trade~~Equipment Co. Ltd. ~~from~~of China for the purchase of an artificial graphite ~~machineries~~machine ~~for~~at a total cost of approximately $1317,765.3 ~~million.~~A ~~Full~~payment ~~payments~~of ninety percent was made upon order confirmation and shipment, ~~from~~while the ~~main~~remaining ~~port~~ten inpercent ~~Tianjin~~balance, ~~to Port Klang in Malaysia. The guarantee~~representing ~~period is within 15 months after arrival date and during this period~~ the ~~Seller~~warranty, ~~shall~~will be ~~responsible~~paid ~~for~~by ~~the~~June ~~damage due to the defects in designing and manufacturing of the machineries~~2026.

F-15

Note 7 – Prepaid Deposit for Factory Building

During the year, the Company paid a deposit of $2,344,707 in connection with the planned acquisition of a factory building located at Kampung Baru Subang, Selangor State, Central Malaysia. The deposit represents an advance payment toward the purchase price under the sale and purchase agreement executed on August 19, 2025. As the acquisition is expected to be completed after twelve months from the reporting date, the deposit is classified as a non-current asset.

Note 8 – Loans from Third Parties

The Company obtained loans of $533,721 (RM 2,200,000) from external parties Mr. Goh Meng Keong and Mr. Goh Seng Wei, to fund the acquisition of Graphene Patent, and in return they charged the Company with interest, in accordance with arm’s length transaction principle. ~~For the years ended September 30, 2024 and 2023, there were interest expenses of $23,657 and $35,482, respectively. The principal amount, maturity date and interest rate for the loans are shown below:~~

	September 30,		September 30,
	2024		2023
Total interest payable	$	66,905	$	35,482
Total debt and interest payable	$	600,626	$	510,234

On August 14, 2025, the Company executed Subscription Agreements with Goh Meng Keong. The Subscription Agreement is to settle a debt of $ 553,016 (RM2,335,616) owed by the Company to Goh Meng Keong. As settlement of the debt, the Company agreed to issue 11,100,000 ordinary shares, which is 185,000 post-Share Consolidation shares. On August 25, 2025, the Company issued 185,000 post-Share Consolidation shares to Goh Meng Keong.

Lender	Principle		Interest rate	Lending date	Due date
Goh Meng Keong	$	485,201	5% p.a	March 22, 2022	September 30, 2025
Goh Seng Wei	$	48,520	5% p.a	May 26, 2022	November 25, 2024

For the years ended September 30, 2025 and 2024, there were interest expenses of $21,475 and $23,657, respectively. The principal amount, maturity date and interest rate for the loans are shown below:

Note 9 – Other Payables and Accrued Liabilities

	September 30,		September 30,
	2025		2024
Total interest payable	$	7,949	$	66,905
Total debt and interest payable	$	55,478	$	600,626

	September 30, 2024			September 30, 2023
Lender	Principal		Interest Rate			Lending Date		Due Date
Payroll payable	$	282,461		$	—
Goh Seng Wei	$	47,529	5% p.a				May 26, 2022		Due on demand
Rental payable		70,354			15,772
Professional Fees		574,713			324,128
Accrued expenses		304,894			50,357
Total other payables and accrued liabilities	$	1,232,422		$	390,257

Note 109 – ~~Deferred~~Loans ~~Underwriting~~from ~~Commission~~Prior ~~Payable~~Shareholders

On December 21, 2023, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement (the “Agreement”) with its underwriter in satisfaction of the $4,025,000 Deferred Underwriting Commission pursuant to the Underwriting Agreement dated November 15, 2021. In lieu of the Company tendering the full amount of the Deferred Underwriting Commission in cash, the underwriter agreed to accept: (1) $2,000,000 in cash at the time of the closing of the Business Combination, and (2) 202,500 unregistered ordinary shares of the Company (“Ordinary Shares”), which when multiplied by the $10.00 per share price agreed to between the Company and the underwriter (the “Agreed Share Price”) equals $2,025,000 (the “Original Aggregate Share Value”), to be issued and delivered to the underwriter at the closing of the Business Combination. Pursuant to Section 2.1 of the Agreement, the Company agreed to perform the following postShort-~~closing~~term covenants if the lowest of the VWAP for a period of five (5) trading days immediately prior to the effectiveness date of the registration statement or prior to eligible date for release pursuant to Rule 144 is lower than the Agreed Share Value, the Company should compensate the underwriter either in cash or issuing additional ordinary shares in an amount equal to the difference between the aggregate VWAP value on any given date and the Original Aggregate Share Value (the “True-Up Obligation”).Loans

AsLoans offrom ~~September~~prior 30, 2024, the Company had finalized the settlement of the True-Up Obligation by agreeing to issue 645,135 ordinary shares to the underwriter. However, because the shares had not yet been legally issued as of the reporting date, the Company recorded a liability of approximately $1.5 million, representing the fair value of the shares to be issued. Upon issuance of the shares on May 22, 2025, the liability will be reclassified to additional paid-in capital, with no income statement impact.shareholders

~~Note~~(1). On August 4, 2024, August 15, 2024 and October 25, 2024, the Company entered three loan agreements with Mr. Aw Jeen Rong for working capital purpose. Aw Jeen Rong is the Company’s prior shareholder and owned 6.0% of the Company’s ordinary shares as of September 30, 2024. The loans are unsecured, fixed term of repayment, and interest free per the debt settlement agreement dated on April 30, 2025. As of September 30, 2025, total loans drawdown was $299,430. For the year ended September 30, 2025, there were interest expense of $11 –,293. ~~Provision~~The principal amount, maturity date and interest rate for ~~Bonus~~the loans are shown in the table below:

On February 29, 2024, the Board of Directors of Graphjet approved the proposed bonus plan to reward the senior management team of Graphjet for the successful business combination and corporate listing. The total provision made is $13,800,000 according to the plan. During the year ended September 30, 2024, the provision was recorded under the general and administrative expenses, and the full balance of $13.8 million is to be provided by December 2025.

Lender

Principal

Interest
Rate

Lending Date

Due Date

Aw Jeen Rong*

142,586

August 4, 2024

February 4, 2025

—

(extended to April 30, 2026)

Aw Jeen Rong*

104,563

August 15, 2024

February 15, 2025

—

(extended to April 30, 2026)

Aw Jeen Rong*

52,281

—

October 25, 2024

April 30, 2026

F-14

	September 30,		September 30,
	2025		2024
Total interest payable	$	13,758	$	2,145
Total debt and interest payable		313,188		254,449

*	Mr. Aw Jeen Rong resigned as director of Graphjet on March 14, 2025, and his balance as of September 30, 2025 was reclassified from loan from a director to loan from a prior shareholder to conform to the current year’s presentation.

F-16

(2). On September 4, 2024 and November 5, 2024, the Company entered two loan agreements with Mr. Liu Yu for working capital purpose. Liu Yu is the Company’s prior shareholder and owned 24.3% of the Company’s ordinary shares as of September 30, 2024. The loan is unsecured, fixed term of repayment, and interest free per the debt settlement agreement dated on April 30, 2025. As of September 30, 2025, total loan drawdown was $152,472. For the twelve months ended September 30, 2025, there were interest expense of $5,501. The principal amount, maturity date and interest rate for the loans are shown in the table below:

Lender	Principal		Interest Rate			Lending Date	Due Date
Liu Yu	$	101,355		8	%	September 4, 2024	March 5, 2025
							(extended to April 30, 2026)
Liu Yu	$	51,117		8	%	November 5, 2024	April 30, 2026

	September 30,		September 30,
	2025		2024
Total interest payable	$	6,078	$	408
Total debt and interest payable		158,550		103,877

Payables to prior shareholders

Mr. Lim Hooi Beng and Mr. Aw Jeen Rong are the prior shareholders of the Company.

	September 30,		September 30,
	2025		2024
Lim Hooi Beng*	$	3,003,003	$	2,152,588
Aw Jeen Rong		7,129		7,278
Payables to prior shareholders	$	3,010,132	$	2,159,866

Mr. Lim Hooi Beng resigned as director of Graphjet on May 5, 2025.

Mr. Lim Hooi Beng and Mr. Aw Jeen Rong own 13.8% and 6.0% of the ordinary shares of the Company as of September 30, 2024.

On March 11, 2024, the Company entered into the debt-to-equity conversion agreements with Mr. Lim Hooi Beng. The Company issued 12,917 ordinary shares at $4.00 per share amounting $3,100,000 to partially settle the outstanding balance. The fair value of those ordinary shares was $2.7 per share, and the difference between the share price per agreement and the fair value is considered as shareholder contribution and charged to additional paid-in-capital.

On April 30, 2025, the Company signed a debt settlement agreement with Lim Hooi Beng to settle the amount of $2,049,658 (RM 8,872,969) owing and provision for bonus $3,450,000 (RM 14,935,050) via the issuance of ordinary shares in two tranches: 1. RM 13,000,000 value of shares 12 months from the date of the agreement, and 2. RM 20,000,000 value of shares 24 months from the date of the agreement. Pursuant to ASC 470-50-40-2, the carrying amount of the debt approximately $5.5 million (RM 23,808,019) was derecognized, and the Company recognized a debt settlement loss of approximately $1.0 million (RM 4,314,854). The Company reclassified the debt as current liability and non-current liability in accordance with ASC 480 based on the appropriate classification of the settlement shares.

Long-term Loans

Payables to a prior shareholder

	September 30,		September 30,
	2025		2024
Lim Hooi Beng	$	3,702,862	$	-

Mr. Lim Hooi Beng is the prior shareholder of the Company and owned 13.8% of the Company’s ordinary shares as of September 30, 2024.

F-17

Note 10 – Other Payables and Accrued Liabilities

	September 30,		September 30,
	2025		2024
Payroll payable	$	324,156	$	282,461
Rental payable		120,247		70,354
Professional fees		524,375		574,713
Accrued expenses		918,617		304,894
Total other payables and accrued liabilities	$	1,887,395	$	1,232,422

Note 11 – Deferred Underwriting Commission Payable

On December 21, 2023, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement (the “Agreement”) with its underwriter in satisfaction of the $4,025,000 Deferred Underwriting Commission pursuant to the Underwriting Agreement dated November 15, 2021. In lieu of the Company tendering the full amount of the Deferred Underwriting Commission in cash, the underwriter agreed to accept: (1) $2,000,000 in cash at the time of the closing of the Business Combination, and (2) 3,375 unregistered ordinary shares of the Company (“Ordinary Shares”), which when multiplied by the $10.00 per share price agreed to between the Company and the underwriter (the “Agreed Share Price”) equals $2,025,000 (the “Original Aggregate Share Value”), to be issued and delivered to the underwriter at the closing of the Business Combination. Pursuant to Section 2.1 of the Agreement, the Company agreed to perform the following post-closing covenants if the lowest of the VWAP for a period of five (5) trading days immediately prior to the effectiveness date of the registration statement or prior to eligible date for release pursuant to Rule 144 is lower than the Agreed Share Value, the Company should compensate the underwriter either in cash or issuing additional ordinary shares in an amount equal to the difference between the aggregate VWAP value on any given date and the Original Aggregate Share Value (the “True-Up Obligation”).

During the year ending September 30, 2024, the Company had finalized the settlement of the True-Up Obligation by agreeing to issue 10,754 ordinary shares to the underwriter. However, because the shares had not yet been legally issued as of the reporting date, the Company recorded a liability of approximately $1.5 million, representing the fair value of the shares to be issued. Upon issuance of the shares on May 22, 2025, the liability was reclassified to additional paid-in capital, with no income statement impact.

Note 12 – Related Party Transactions

12.1 Related Party ~~Contract~~Loans

~~ZhongHe~~Loans ~~Industries~~from ~~Sdn~~a Bhd (ZHI) is an entity owned by Mr. Lim Hooi Beng, who owned 20% of its shares as of September 30, 2024 and 2023. Mr. Lim Hooi Beng also owns 13.8% of the ordinary shares of the Company as of September 30, 2024. Previously, Mr. Lim Hooi Beng owned 14.5% of the ordinary shares of Graphjet as of September 30, 2023.shareholder

OnIn ~~September~~May, 20June, ~~2021~~July and August 2025, the Company entered ~~into a~~nine ~~Contract~~loan ofagreements ~~Commission~~with ~~Processing~~Mr. ~~with~~Lee ~~ZHI,~~Ping ~~pursuant~~Wei tofor ~~which~~working ~~the~~capital ~~Company~~purpose. ~~appointed~~Lee ~~ZHI~~Ping ~~for~~Wei ~~the~~owned ~~provision~~37.3% ofand ~~services~~6.1% asof ~~stipulated~~the Company’s inordinary ~~the~~shares ~~Contract~~as of ~~Commission~~September ~~Processing~~30, 2025 and 2024, respectively. The ~~service~~loans ~~charged~~are isunsecured, ~~based~~with oninterest ~~the~~bearing ~~material~~of ~~consumption~~15% per annum and ~~labor~~due ~~cost~~on ~~incurred~~demand. OnFor ~~June~~the year ended September 30, ~~2024~~ 2025, total loans drawdown was $1,259,507. For the ~~agreement~~year ended ~~and~~September 30, 2025, there was ~~not~~interest ~~extended~~expense of $45,173. The ~~Company~~principal ~~expensed $110~~amount,~~623~~ inmaturity ~~full~~date and interest rate for the ~~advances~~loans ~~paid.~~are shown in the table below:

On July 1, 2022, the Company entered into a Tenancy Agreement with ZHI, with respect to the demised premises located at L4-E-8 Enterprise 4, Technology Park Malaysia, Bukit Jalil, 57000 Kuala Lumpur. Pursuant to the terms of the Tenancy Agreement, the tenancy is subject to an initial term of 2 years with a monthly rental of approximately $745. The agreement will not be extended after ended and no transfer of premises ownership at the end of the agreement.

Lender

Principal

Interest Rate

Lending Date

Due Date

Lee Ping Wei

118,821

15%p.a

May 27, 2025

Due on demand

Lee Ping Wei

71,293

15%p.a

June 3, 2025

Due on demand

Lee Ping Wei

71,293

15%p.a

June 10, 2025

Due on demand

Lee Ping Wei

118,821

15%p.a

June 16, 2025

Due on demand

Lee Ping Wei

118,821

15%p.a

June 25, 2025

Due on demand

Lee Ping Wei

237,643

15%p.a

July 01, 2025

Due on demand

Lee Ping Wei

237,643

15%p.a

July 7, 2025

Due on demand

Lee Ping Wei

142,586

15%p.a

July 29, 2025

Due on demand

Lee Ping Wei

142,586

15%p.a

August 20, 2025

Due on demand

	September 30,		September 30,
	2024		2023
	2025		2024
Advances to a related company	$	—	$	97,882
Total interest payable	$	46,632	$	—
Total debt and interest payable	$	1,306,139	$	—

~~The advance to ZHI represents the prepayment made to secure its production line after offsetting with the rental charged by ZHI for the office premises.~~F-18

~~12.2~~Payable ~~Related~~to ~~Party Loans~~shareholder

~~Short~~As of ~~Term~~September ~~Loan~~30, 2025, the Company had advances from a shareholder totaling $36,804. These advances are unsecured, non – interest bearing and repayable on demand.

~~Loan~~Compensation ~~from~~payable to a ~~director~~prior shareholder

On ~~August~~March 410, ~~2024~~2022, ~~and~~Graphjet ~~August~~entered ~~15,~~into ~~2024~~Intellectual Property Sales Agreement with Mr. Liu Yu, ~~the~~as ~~Company entered~~supplemented ~~two~~by ~~loan~~the ~~agreements~~letter ~~with~~from Mr. AwLiu ~~Jeen~~Yu ~~Rong~~to Graphjet dated July 29, 2022, pursuant to which Graphjet purchased the process for ~~working~~producing ~~capital~~palm-based ~~purpose~~graphene, an intellectual property held by Mr. AwLiu ~~Jeen~~Yu ~~Rong~~for ~~owned~~approximately $6%.3 million payable within the ~~Company’s~~19th ~~ordinary~~to ~~shares as~~36th ofmonth ~~September~~period 30from July 29, ~~2024~~2022. Liu Yu is the Company’s prior shareholder and 6owned 24.3% of the Company’s ordinary shares ~~of Graphjet~~ as of September 30, ~~2023~~2024. The ~~loans~~transfers ~~are~~of ~~unsecured,~~IP ~~with~~to ~~interest bearing~~the ofCompany 8%by ~~per~~Mr. ~~annum~~Liu ~~and~~Yu ~~fixed~~in ~~term~~exchange offor ~~repayment.~~stock Asprior to or at the time of ~~September~~the ~~30,~~Company’s ~~2024,~~IPO ~~total~~through ~~loans~~merging ~~drawdown~~with ~~was~~a ~~$252,304.~~US ~~For~~SPAC should be recorded at the ~~year~~transferors’ ~~ended~~historical ~~September~~cost. ~~30,~~Based ~~2024~~upon the Company’s records, there ~~was~~is ~~interest~~no ~~expense~~historical basis of ~~$1,901~~the IP. The ~~principal~~excess ~~amount,~~paid ~~maturity~~over ~~date~~the ~~and~~IP ~~interest~~carrying ~~rate~~basis ~~for~~of ~~the~~approximately $6.3 ~~loans~~million ~~are~~should ~~shown~~be charged as a compensation payable in ~~the~~accordance ~~table below:~~with ASC 805-50-30-5.

Lender		Principal	Interest Rate		Lending Date	Due
Aw Jeen Rong	$	106,744		8% p.a	August 4, 2024	February 4, 2025 (extended to April 30, 2026)
Aw Jeen Rong	$	145,560		8% p.a	August 15, 2024	February 15, 2025 (extended to April 30, 2026)

As of September 30, 2022, the Company repaid approximately $0.5 million in cash to Mr. Liu Yu. On March 11, 2024, the Company entered the debt-to-equity conversion agreements with Mr. Liu Yu. The Company issued 21,250 ordinary shares at $4.00 per share amounting $5,100,000 to partially settle the outstanding balance. The fair value of those ordinary shares was $2.7 per share, and the difference between the share price per agreement and the fair value is considered as shareholder contribution and charged to additional paid-in-capital.

	September 30,		September 30,
	2024		2023
Total interest payable	$	2,145	$	—
Total debt and interest payable		254,449		—

~~Loan~~On ~~from~~April 30, 2025, the Company signed a ~~shareholder~~debt settlement agreement with Liu Yu to settle the amount owing of approximately $1.5 million in the following manner: 1. payment of $221,593 12 months from the date of the agreement; 2. payment of $702,610 24 months from the date of the agreement, and; as part of his severance and interest due, $1 million which shall fall due 24 months from the date of agreement and shall be repaid in 10 consecutive monthly instalments of $100,000 each, payable on the first day of each calendar month commencing from the due date. The approximately $1.5 million outstanding compensation payable was discounted at an imputed interest rate of 15% per annum, and the amortization expense of debt discount is included in the interest expenses. During the years ended September 30, 2025 and 2024, the Company recorded $71,035 and $350,084 interest expense for the amortization, respectively.

OnAs ~~September 4, 2024, The Company entered a loan agreement with Mr. Liu Yu for working capital purpose. Liu Yu owned 24.3% the Company’s ordinary shares as~~ of September 30, ~~2024 and~~2025 ~~25.5% of the ordinary shares of Graphjet as of September 30, 2023. The loan is unsecured, with interest bearing of 8% per annum~~ and ~~fixed~~ ~~term of repayment. As of September 30,~~ 2024, ~~total~~the ~~loan~~outstanding balance ~~drawdown~~on ~~was $103,469. For~~ the ~~year~~payable ~~ended~~is ~~September 30~~$1, ~~2024~~296,307 ~~there~~and ~~was interest expense of~~ $~~362. The principal amount~~737,894, ~~maturity date and interest rate for the loans are shown in the table below:~~respectively.

Lender

Principal

Interest Rate

Lending Date

Due

Liu Yu

103,469

8% p.a

September 4, 2024

March 5, 2025 (extended to April 30, 2026)

Note 13 – Provision for Bonus

	September 30,		September 30,
	2024		2023
Total interest payable	$	408	$	—
Total debt and interest payable		103,877		—

~~F-15~~On April 30, 2025, the Company signed a debt settlement agreement with Lim Hooi Beng to settle the amount of $2,049,658 (RM 8,872,969) owing and provision for bonus $3,450,000 (RM 14,935,050) via the issuance of ordinary shares in two tranches: 1. RM 13,000,000 value of shares 12 months from the date of the agreement, and 2. RM 20,000,000 value of shares 24 months from the date of the agreement. During the year, the Company reversed bonus provisions for two senior management employees who resigned during the year. The reversal has been recognized under Other Income. The total remaining provision for bonus is $3,450,000 as of September 30, 2025.

~~Payable~~Note to14 ~~directors~~– Income Taxes

Mr. Lim Hooi Beng and Mr. Aw Jeen Rong are the shareholders of the Company and directors of Graphjet.

	September 30,		September 30,
	2024		2023
Lim Hooi Beng	$	2,152,588	$	2,225,387
Aw Jeen Rong		7,278		6,394
Payables to directors	$	2,159,866	$	2,231,781

Mr. Lim Hooi Beng and Mr. Aw Jeen Rong own 13.8% and 6.0% of the ordinary shares of the Company as of September 30, 2024. As of September 30, 2023, Mr. Lim Hooi Beng and Mr. Aw Jeen Rong owned 14.5% and 6.3% of the ordinary shares of Graphjet. The reduction in percentage of ownership was due to the share exchange during the merger, as stated in Note 1.2. The shareholders will continue to support the Company; hence the payables are interest free and demands for repayment are not expected within the next 12 months.

On March 11, 2024, the Company entered into the debt-to-equity conversion agreements with Mr. Lim Hooi Beng. The Company issued 775,000 ordinary shares at $4.00 per share amounting $3,100,000 to partially settle the outstanding balance. The fair value of those ordinary shares was $2.7 per share, and the difference between the share price per agreement and the fair value is considered as shareholder contribution and charged to additional paid-in-capital.

As of September 30, 2024 and 2023, the outstanding balance on the payable is $2,159,866 and $2,231,781, respectively.

Compensation payable to a shareholder

On March 10, 2022, Graphjet entered into Intellectual Property Sales Agreement with Mr. Liu Yu, as supplemented by the letter from Mr. Liu Yu to Graphjet dated July 29, 2022, pursuant to which Graphjet purchased the process for producing palm-based graphene, an intellectual property held by Mr. Liu Yu for approximately $6.3 million payable within the 19th to 36th month period from July 29, 2022. Liu Yu owned 24.3% the Company’s ordinary shares as of September 30, 2024 and 25.5% of the ordinary shares of Graphjet as of September 30, 2023. The reduction in percentage of ownership was due to the share exchange during the merger, as stated in Note 1.2. The transfers of IP to the Company by Mr. Liu Yu in exchange for stock prior to or at the time of the company’s IPO through merging with a US SPAC should be recorded at the transferors’ historical cost. Based upon the Company’s records, there is no historical basis of the IP. The excess paid over the IP carrying basis of approximately $6.3 million should be charged as a compensation payable in accordance with ASC 805-50-30-5.

As of September 30, 2022, the Company repaid approximately $0.5 million in cash to Mr. Liu Yu. On March 11, 2024, the Company entered the debt-to-equity conversion agreements with Mr. Liu Yu. The Company issued 1,275,000 ordinary shares at $4.00 per share amounting $5,100,000 to partially settle the outstanding balance. The fair value of those ordinary shares was $2.7 per share, and the difference between the share price per agreement and the fair value is considered as shareholder contribution and charged to additional paid-in-capital.

The approximately $5.8 million outstanding compensation payable was discounted at an imputed interest rate of 12% per annum, and the amortization expense of debt discount is included in the interest expenses. During the years ended September 30, 2024 and 2023, the Company recorded $350,084 and $592,191 interest expense for the amortization, respectively. As of September 30, 2024 and 2023, the outstanding balance on the payable is $737,894 and $5,338,273, respectively.

Note 13 – Income Taxes

Cayman Islands

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.

F-19

USA

GTI US Corp is incorporated in the United States and is subject to a federal tax rate of 21%. GTI US Corp is still dormant as of September 30, ~~2024~~2025.

Malaysia

The Company’s subsidiary Graphjet was incorporated in Malaysia and is subject to Malaysian Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Malaysian tax laws. The applicable tax rate is 24% in Malaysia.

~~To date,~~ Graphjet Technology ~~has~~ ~~not~~ had ~~any~~ sales of its products, during the year, but no tax provision was recorded as current year statutory income was utilized against brought forward business losses. The Company’s tax provision was zero for the ~~years~~year ended ~~September 30,~~ 2024 ~~and 2023~~. As of September 30, ~~2024~~2025 and ~~2023~~2024, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate for the years ended September 30, ~~2024~~2025 and 2024 ~~2023~~ was 0%.

F-16

The components of the Company’s income tax provision were as follows for the period indicated:

		For the year ended September 30, 2024		For the year ended September 30, 2023
	For the Year Ended September 30,		For the Year Ended September 30,
	2025		2024
Current	$	—	$	—
Deferred		—		—
Total income tax provision	$	—	$	—

The following table reconciles Malaysia statutory rates to the Company’s effective tax rate:

	For the year ended September 30, 2024			For the year ended September 30, 2023
	For the Year Ended September 30, 2025			For the Year Ended September 30, 2024
Malaysia income tax rate		24.0	%		24.0	%
Change in valuation allowance		(24.0	)%		(24.0	)%
Effective tax rate		—	%		—	%

The following table sets forth the significant components of the aggregate deferred tax assets and liabilities of the Company as of:

	September 30, 2024			September 30, 2023
	September 30, 2025			September 30, 2024
Deferred Tax Assets:
Net operating loss carry-forwards	$	4,406,475		$	~~281~~4,~~694~~406,475
Capital allowances		~~105~~184,~~298~~526			~~132~~105,298
Less: valuation allowance		(4,511,773	)		(281,826	)
Amount disregarded due to substantial change in shareholding		(281,826	)		—
Current year statutory income utilized against brought forward business losses		(1,066,424	)		—
Less:
Valuation allowance		(3,242,751	)		(4,511,773	)
Deferred tax assets, net		—			—
Deferred tax liabilities:
Capitalized R&D expenses		—			—
Deferred tax (liabilities) assets, net	$	—		$	—

F-20

Movement of valuation allowance:

	September 30, 2024			September 30, 2023
	September 30, 2025			September 30, 2024
Balance at beginning of the year	$	~~281~~4,~~826~~511,773		$	—281,826
Addition		4,229,947			281,826
Amount disregarded due to substantial change in shareholding		(281,826	)		—
Balance at end of the year	$	4,511,773		$	281,826
Current year statutory income utilized against brought forward business losses		(1,066,424	)		—
Addition		79,228			4,229,947
Balance at end of the year	$	3,242,751		$	4,511,773

As of September 30, ~~2024~~2025 and ~~2023~~2024, the Company had net operating losses carry forward of approximately $1813.3 million and approximately $118.23 million, respectively, from the Company’s Malaysian subsidiary, which can be carried forward to offset taxable income. The net operating losses from the Malaysia subsidiary can be carried forward 10 years.

Valuation allowance is provided against deferred tax assets when the Company determines that it is more likely than not that the deferred tax assets will not be utilized in the future. In making such determination, the Company considered factors including future taxable income exclusive of reversing temporary differences and tax loss carry forwards. If events occur in the future that allow the Company to realize part or all of its deferred income tax, an adjustment to the valuation allowances will result in a decrease in tax expense when those events occur.

~~Due~~During tothe year, the ~~limited~~Company’s ~~operating~~Malaysia subsidiary ~~history~~was ofdisallowed ~~the~~from ~~Malaysian~~carrying ~~subsidiary,~~forward ~~the~~unabsorbed tax losses and capital allowances approximately $0.3 million incurred prior ~~Company~~to is2024. ~~uncertain~~These amounts are disregarded due to a substantial change in shareholding in 2024, when ~~these~~total ~~net~~ownership ~~operating~~shifted ~~losses~~from ~~can~~individual shareholders beto ~~utilized~~a corporate shareholder. AsAlthough athe ~~result~~total issued shares remained unchanged, the ~~Company~~change ~~provided~~in ashareholder ~~100%~~composition ~~allowance~~triggered restrictions onunder ~~deferred~~Malaysian tax ~~assets~~ onlaw. ~~net~~As ~~operating~~a result, the brought-forward losses ofand ~~approximately~~allowances ~~$4.5~~are ~~million~~not ~~and~~available $0to offset future taxable income.2 ~~million~~The ~~related~~Company tohas ~~Malaysian~~reflected ~~subsidiary~~this asdisallowance ofin ~~September~~its ~~30,~~consolidated ~~2024 and~~financial ~~2023,~~statements ~~respectively~~by derecognizing the related deferred tax assets.

Due to the limited operating history of the Malaysian subsidiary, the Company is uncertain when these net operating losses can be utilized. As a result, the Company provided a 100% allowance on deferred tax assets on net operating losses of approximately $3.2 million and $4.5 million related to Malaysian subsidiary as of September 30, 2025 and 2024, respectively.

Uncertain tax positions

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. As of September 30, ~~2024~~2025 and ~~2023~~2024, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the years ended September 30, ~~2024~~2025 and ~~2023~~2024.

~~F-17~~Note 15 – Loss per share

~~Note~~Diluted ~~14 –~~net ~~Shareholders’~~loss ~~Equity~~per share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares. As of September 30, 2025 and 2024, the Company had warrants outstanding that are exercisable and therefore considered in the diluted earnings per share calculation using the treasury stock method. For the year ended September 30, 2024, the effect of including warrants would be anti-dilutive hence diluted net loss per share is equal to basic net loss per share.

The ~~Company’s~~following ~~ordinary~~table ~~shares~~sets ~~trade~~forth on the ~~NASDAQ~~ ~~stock~~number ~~exchange~~of ~~under~~potential common ~~the~~shares ~~symbol~~excluded ~~“GTI”.~~from ~~Pursuant to~~ the ~~terms~~calculation of ~~the~~diluted ~~Amended~~net ~~and~~loss ~~Restated~~per ~~Certificate of Incorporation, the company’s authorized~~ share ~~capital~~because istheir ~~$50,000~~effect ~~divided~~was ~~into 479,000,000 Class A Ordinary Shares, 20,000,000 Class B Ordinary Shares, and 1,000,000 Preference Shares each of par value $0.0001 per share.~~anti-dilutive:

On December 20, 2023, Energem and Graphjet negotiated and entered into a definitive purchase agreement for a PIPE investment (the “PIPE Investment Purchase Agreement”) with Dato’ Sri Pang Chow Huat and/or investment vehicles directly managed by such investor (the “PIPE Investor”) as amended and restated on January 10, 2024, pursuant to which the PIPE Investor and/or investment vehicles directly managed by such investor, has agreed to purchase, and Graphjet has agreed to sell to the PIPE Investor, 4,530 Graphjet Pre-Transaction Shares before the Closing of the Business Combination that will be exchanged for 250,000 Combined Entity Ordinary Shares for a total of $2,500,000. The number of Combined Entity Ordinary Shares is fixed, the number of Graphjet Pre-Transaction Shares to be purchased is subject to adjustment depending on the final consideration paid to the Graphjet shareholders. Pursuant to the amended by the amended and restated PIPE Investment Purchase Agreement of January 24, 2024 (the “Revised PIPE Agreement”), Graphjet has agreed to file, within 60 calendar days after the Closing, a registration statement with the SEC registering the resale or transfer of the Combined Entity Ordinary Shares.

	As of September 30,
	2025		2024
Warrants issued to Aiden Lee Ping Wei		22,351		-
Public warrants		191,667		191,667
Placement warrants		8,801		8,801
		222,819		200,468

F-21

Note 16 – Shareholders’ Equity

The Company’s ordinary shares trade on the OTC Markets Pink Limited under the symbol “GTIJF”. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company’s authorized share capital is $50,000 divided into 8,333,333 Ordinary Shares each of par value $0.006 per share.

On March 14, 2024, the Company completed its reverse recapitalization with Energem (see Note 4). The shares and corresponding capital amounts and all per share data related to Graphjet’s outstanding ordinary shares prior to the reverse recapitalization in the accompanying consolidated financial statements have been retrospectively adjusted using the Exchange Ratio of 55.1. All of the Graphjet Technology ordinary shares issued and outstanding at the consummation of the business combination have been fully paid.

AsOn ofNovember ~~September 30~~1, 2024, wethe ~~had~~Company ~~issued~~successfully ~~and~~completed ~~outstanding~~a fundraising ~~Class~~exercise Aamounting ~~Ordinary~~to ~~Shares~~approximately ~~146,738,806~~$1.0 ~~shares,~~million ~~each~~(MYR ~~with~~4.4 ~~par~~million) ~~value~~net ofproceeds $0from new external shareholders.~~0001.~~ ~~The~~In ~~holder~~connection ofwith ~~each~~this fundraising, ~~share~~the Company issued a total of ~~ordinary~~10,885 Ordinary shares isto ~~entitled~~unrelated ~~to one~~third ~~vote~~party investors.

~~Note~~On ~~15 –~~May ~~Equity~~22, ~~Incentive~~2025, ~~Plan~~the Company issued an additional 5,377 Ordinary Shares to Joseph Rallo and 5,377 Ordinary Shares to D. Boral Capital LLC. The issuance is part an adjustment between the agreed share price of USD 10.00 per share and the lowest VWAP for a 5-day period up to the registration of the 3,375 Ordinary Shares issued earlier to satisfy $2,025,000 due pursuant to the Satisfaction and Discharge of Indebtedness between the Company, Graphjet Technology Sdn Bhd and EF Hutton LLC.

AtOn August 14, 2025, the ~~Special~~Company ~~Meeting~~executed ontwo ~~February~~separate Subscription ~~28,~~Agreements ~~2024,~~with ~~Energem~~Yasuka ~~shareholders~~Infinity ~~considered~~ SDN BHD (“Yasuka Infinity”) and ~~approved~~Goh ~~the~~Meng ~~Equity~~Keong. ~~Incentive~~The ~~Plan~~Subscription ~~and~~Agreement ~~reserved~~with Yasuka anInfinity ~~amount~~is to settle a debt of ~~ordinary~~USD$ ~~shares~~21,129.80 ~~equal~~owed by the Company to ~~10%~~Yasuka Infinity. As settlement of the ~~fully~~debt, ~~diluted~~the ~~issued~~Company ~~and outstanding~~agreed ~~Combined~~to ~~Entity~~issue ~~Ordinary~~195,646 ~~Shares~~ordinary ~~following~~shares, ~~the~~which ~~Business~~is ~~Combination~~3,261 ~~for~~post-Share ~~issuance~~Consolidation ~~thereunder~~shares. The ~~Equity~~Subscription ~~Incentive~~Agreement ~~Plan~~with ~~was~~Goh ~~approved~~Meng byKeong is also ~~the~~to ~~Energem~~settle ~~board~~a debt of ~~directors~~USD$ on553,201.33 owed by the ~~same~~Company ~~day.~~to ~~The~~Goh ~~Equity~~Meng ~~Incentive~~Keong. ~~Plan~~As ~~became~~settlement ~~effective~~of ~~immediately~~the ~~upon~~debt, the ~~Closing~~Company ofagreed ~~the~~to ~~Business~~issue 11,100,000 ~~Combination.~~ordinary Ashares, ~~total~~which ~~number~~is of185,000 post-Share Consolidation shares. ~~equal~~On toAugust 1425,~~903~~ 2025,~~075~~ ~~have~~the ~~been~~Company ~~reserved~~issued ~~for~~3,261 ~~future~~post-Share ~~issuance~~Consolidation shares ~~under~~to ~~the~~Yasuka ~~Equity~~Infinity ~~Incentive~~and ~~Plan~~185,000 post-Share Consolidation shares to Goh Meng Keong.

On August 19, 2025, the Company entered into a Sale and Purchase Agreement (the “Sale and Purchase 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 Sale and Purchase 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 to the Vendor, the Company agreed to issue 97,462,455 of its ordinary shares at a per share price of USD$ 0.074, to Tan Chin Teong, which is 1,624,375 post-Share Consolidation Shares. On August 25, 2025, the Company issued 528,464 post-Share Consolidation shares to Tan Chin Teong.

On September 2, 2025, the Company issued 26,000 shares to Depository Trust Company in relation to the Reverse Split due to rounding up of fractional shares.

As of September 30, 2025 and 2024, we had issued and outstanding Ordinary Shares of 3,210,062 and 2,445,647 shares, each with par value of $0.006. The holder of each share of ordinary shares is entitled to one vote. All number of shares and per-share amounts have been retroactively adjusted to reflect the sixty-for-one share combination effective August 25, 2025. (See Note 1)

F-22

Note 17 – Equity Incentive Plan

At the Special Meeting on February 28, 2024, Energem shareholders considered and approved the Equity Incentive Plan and reserved an amount of ordinary shares equal to 10% of the fully diluted issued and outstanding Combined Entity Ordinary Shares following the Business Combination for issuance thereunder. The Equity Incentive Plan was approved by the Energem board of directors on the same day. The Equity Incentive Plan became effective immediately upon the Closing of the Business Combination. A total number of shares equal to 248,385 have been reserved for future issuance under the Equity Incentive Plan.

Note 1618 – Warrants

In connection with the reverse recapitalization, the Company has assumed 12,028,075 Energem warrants outstanding, which consisted of 11,500,000 public warrants and 528,075 private warrants. All of these warrants met the criteria for equity classification.

Each whole Warrant entitles the registered holder to purchase one whole share of the Company’s common stock at a price of $11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise its Warrants only for a whole number of shares of common stock. This means that only a whole Warrant may be exercised at any given time by a warrant holder. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Warrants will expire five years after the completion of the Company’s initial business combination or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of the initial business combination, it will use its reasonable commercially reasonable efforts to file, and within 60 business days following its initial business combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of common stock issuable upon exercise of the Warrants. The Company will use its commercially reasonable efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. No Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Warrants and a current prospectus relating to such shares of common stock. Notwithstanding the above, if the Company’s common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, it will not be required to file or maintain in effect a registration statement, but it will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~F-18~~The Company may call the Warrants for redemption, in whole and not in part, at a price of $0.6 per Warrant:

The Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant:

●

at any time while the Warrants are exercisable;

●

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each Warrant holder; and

●

if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Warrant holders; and

●

if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

F-23

On May 15, 2025, Graphjet Technology and Aiden Lee Ping Wei entered into a Warrant Subscription Agreement, pursuant to which Graphjet Technology issued 333,334 warrants to purchase up to 3,333,340 of the Company’s ordinary shares, at an exercise price of $3.3 to Aiden Lee Ping Wei, for $200,000. The purchaser may not transfer any of the warrant shares for a period of twelve (12) months from the Effective Date. Once the purchaser has exercised up to 483,333 shares underlying the warrants, the Company’s shareholders must approve the issuance of the shares underlying the remaining warrants. The warrants had a fair value of $19.4 million, based upon using the Black-Scholes Options Pricing Model with the flowing inputs:

Share price	$	5.82
Exercise price	$	3.3
Expected terms (in years)		5
Expected volatility		222.8	%
Annual risk-free interest rate		4.06	%

The $200,000 cash purchase consideration offset the salary and claim payable the Company owed to the purchaser, the excess of fair value over the cash purchase consideration amounted to $19.2 million was treated as share compensation expense and additional paid-in capital.

The summary of warrants activity is as follows:

	Warrants Outstanding		Ordinary Shares Issuable		Weighted Average Exercise Price		Average Remaining Contractual Life
					Weighted		Average
September 30, 2023		—		—	$	—		—
			Ordinary		Average		Remaining
Granted		12,028,075		12,028,075	$	11.50		5.00
	Warrants		Shares		Exercise		Contractual
	Outstanding		Issuable		Price		Life
September 30, 2024		200,468		200,468	$	690.00		4.00
Granted		333,334		3,333,340	$	3.30		5.00
Forfeited		—		—	$	—		—
Exercised		—		—	$	—		—
September 30, 2024		12,028,075		12,028,075	$	11.50		4.00
September 30, 2025		533,802		3,533,808	$	42.26		4.56

The Company accounted for the 12 200,~~028,075 Warrants~~468 warrants assumed from the merger and the 333,334 warrants issued to Aiden Lee Ping Wei as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”.

Note 1719 – Concentrations of Risks

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash, deposits and other receivables.

(a) Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. In Malaysia, the insurance coverage for cash deposits of each depositor at each bank is RM 250,000 (approximately $6059,~~650~~411). As of September 30, ~~2024~~2025, cash balance of RM 110,~~416,568~~668 ($~~343~~7,~~660~~354) ~~was~~ was deposited with financial institutions located in Malaysia~~, of which RM 916,568 ($222,360) was subject to credit risk~~. Cash deposits at each United States financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of September 30, ~~2024~~2025, the Company did not exceed the FDIC insured limits. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

The Company’s operating subsidiary is in Malaysia, and their functional currency is RM. As a result, the Company is exposed to foreign exchange risk as the Company’s results of operations may be affected by fluctuations in the exchange rate between USD and RM. If the RM appreciates against the USD, the value of the Company’s RM revenues, earnings, and assets as expressed in the Company’s USD financial statements will decline. The Company has not entered any hedging transactions in an effort to reduce the Company’s exposure to foreign exchange risk.

F-24

The Company is also exposed to risk from its deposits and other receivables. These assets are subjected to credit evaluations. An allowance has been made for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment.

(b) Vendor concentration risk

For the year ended September 30, ~~2024~~2025, two suppliers accounted for approximately 7361.21% and 2634.83% of the total cost raw material purchased. For the year ended September 30, ~~2023~~2024, ~~the~~two ~~Company~~suppliers ~~did~~accounted ~~not~~for ~~make~~approximately ~~any~~73.2% and 26.8% of the total cost raw material ~~purchases~~purchased.

~~Note~~(c) 18Customer –concentration ~~Segment Reporting~~risk

For the year ended September 30, 2025, two customers accounted for approximately 69.02% and 22.01% of the total sales of carbon. For the year ended September 30, 2024, there were no sales of carbon.

Note 20 – Segment Reporting

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments.

The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the Company’s chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. The Company has only one geographic operating location in Malaysia, so the Company determines that reporting operating segments by geographic locations is not necessary.

F-19

The Company’s organizational structure is based on a number of factors that the CODM uses to evaluate, view and run its business operations which include, but not limited to, customer base, homogeneity of service and technology. The Company’s operating segments are based on such organizational structure and information reviewed by the CODM to evaluate the operating segment results. Based on management’s assessment, the Company determined that it has only one operating segment as defined by ASC 280.

The following table presents major accounts of statements of operations by segments for the years ended September 30, ~~2024~~2025 and ~~2023.~~2024

	For the Year Ended September 30,
	For the Year Ended September 30, 2025			For the Year Ended September 30, 2024
	2024			2023
Revenue	$	92,776		$	—
Advertising and marketing expenses	$	385,624		$	58,293
Cost of revenues		(192,941	)		—
Salaries and benefits expenses		595,077			86,494
Gross loss		(100,165	)		—
Provision for bonus		13,804,877			—
Advertising and marketing expenses		106,615			385,624
Insurance expense		606,025			—
Salaries and benefits expenses		878,378			595,077
Legal and consulting expenses		964,654			481,979
Provision for bonus		—			13,804,877
Other operating expenses		1,081,757			598,735
Insurance expense		1,010			606,025
Total operating expenses		17,438,014			1,225,501
Legal and consulting expenses		1,330,333			964,654
Segment operating loss		(17,438,014	)		(1,225,501	)
Share compensation expense		19,200,000			—
Interest expense, net		(375,782	)		(616,398	)
Other operating expenses		905,376			1,081,757
Income tax expense		(1,511	)		—
Total operating expenses		22,521,877			17,438,014
Segment net loss	$	(17,815,307	)	$	(1,841,899	)
Segment operating loss		(22,521,877	)		(17,438,014	)
Other income		6,683,824			—
Interest income/(expense), net		150,415			(375,782	)
Other expenses, net		(723,132	)		(1,511	)
Income tax expense		—			—
Segment net loss	$	(16,410,770	)	$	(17,815,307	)

~~Note 19 – Commitments and Contingencies~~F-25

Note 21 – Commitments and Contingencies

Lease commitments

Effective July 1, 2019, the Company adopted FASB ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. All of the Company’s real estate leases are classified as operating leases.

The Company entered in four operating lease agreements in New York and Malaysia, which will expire till July 2025. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The leases contain options to extend at the time of expiration, but the Company will not exercise it. The Company did not recognize the operating lease ROU assets and lease liabilities on the balance sheet as this lease had an initial term of 12 months or less.

Operating lease expenses was recorded under general and administrative expenses for the years ended September 30, ~~2024~~2025 and ~~2023~~2024 amounted to $~~197~~136,~~765~~ 367 and $98197,~~345~~765, respectively.

The following table sets forth the Company’s undiscounted future minimum lease payment schedule as of September 30, ~~2024~~2025. There were no commitment and contingency other than those stated below:

Commitments and Contingencies	Terms	Amount
Rental of premise	Rental payments due from October 2024 to March 2025	$	90,415
Rental of premises	Rental payments due from October 2025 to March 2026	$	4,325
Rental of factory	Rental payments due from October ~~2024~~2025 to ~~July~~January ~~2025~~2026	$	4317,~~668~~110
		$	~~134~~21,~~083~~435

~~F-20~~Capital commitment

~~Note~~On ~~20 –~~August ~~Subsequent~~19, ~~Events~~2025, the Company entered into a Sale and Purchase Agreement with Cosmo Esteem SDN BHD (“Vendor”), a company incorporated in Malaysia, to acquire a factory building located at Kampung Baru Subang, Selangor State, Central Malaysia for total consideration of approximately $7.3 million (RM30.45 million).

~~The~~As ~~Company~~part ~~has~~of ~~evaluated~~the ~~all~~consideration, ~~events~~the ~~that~~Company ~~occurred~~agreed ~~after~~to ~~September~~issue ~~30,~~ordinary ~~2024~~shares ~~through~~to ~~the~~Tan ~~date~~Chin ~~the~~Teong. ~~consolidated~~On ~~financial~~August ~~statements~~25, ~~were~~2025, ~~available~~the ~~for~~Company ~~issuance~~issued ~~and~~528,464 ~~identified~~post-consolidation ~~the~~ordinary ~~following subsequent~~shares ~~events~~with ~~occurred~~an aggregate ~~that~~fair ~~would~~value ~~require~~of ~~recognition~~approximately or$2.3 ~~disclosure~~million inas ~~the~~a ~~Company’s consolidated financial statements~~deposit.

OnAs ~~November~~of 1September 30, ~~2024~~2025, the ~~Company~~remaining ~~successfully~~capital commitment ~~completed~~under athe ~~fundraising exercise~~Agreement ~~amounting~~was to approximately $15.40 million, ~~(MYR~~which 6the ~~million)~~Company ~~gross~~expects ~~proceeds~~to ~~from~~settle ~~new~~in ~~external~~accordance ~~shareholders. In connection~~ with ~~this fundraising,~~ the ~~Company issued a total of 653,081 Class A ordinary shares to unrelated third-party investors~~contractual terms.

On February 28, 2025, Graphjet received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of (i) the Company’s delay in filing its Quarterly Report on Form 10F-K for the period ended September 30, 2024 (the “Initial Delinquent Filing”) with the Securities and Exchange Commission (the “SEC”) and (ii) the Company’s delay in filing its Annual Report on Form 10-Q for the period ended December 31, 2024 (the “Second Delinquent Filing”), the Company is not in compliance with the requirements for continued listing under Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”).26

~~The~~Note ~~Notice~~22 ~~states~~– ~~that~~Subsequent the Company has 60 calendar days, or until April 29, 2025, to submit a plan to regain compliance with the Listing Rule with respect to the delinquent reports. On April 29, 2025, Graphjet had submitted the plan to regain compliance.Events

On ~~April~~October 3016, 2025, ~~the~~Graphjet ~~Company~~Technology ~~signed a debt~~(the ~~settlement~~“Company”) ~~agreement~~entered ~~with~~into ~~Lim~~that ~~Hooi~~certain ~~Beng~~Master toLoan ~~settle~~Agreement (the ~~amount~~“Loan ofAgreement”) $2with International Liquidity,~~152,588~~ LLC (RM“Lender”) 8providing for a secured,~~872,969~~ non-recourse term loan (the “Liquidity Loan”) ~~owing~~in ~~via~~a principal amount equal to 65.00% of the ~~issuance~~fair market value of ~~Class~~the Apledged ~~ordinary~~collateral, currently estimated at approximately $7 million. The outstanding principal ~~shares~~balance inof ~~two~~the ~~tranches:~~Liquidity 1Loan bears a fixed interest rate at 5.0% RMper 13annum,~~000,000~~ ~~value~~payable ofin ~~shares~~quarterly 12installments ~~months~~beginning ~~from~~on the ~~date~~first banking day of the ~~agreement,~~third month following the closing and 2every third month thereafter. RMThe 20Liquidity Loan matures five (5) years after the initial closing. The Liquidity Loan is secured by a pledge of 3,~~000~~157,000 ~~value~~shares of the Company (the “Pledged Shares”) to ~~shares~~be 24issued ~~months~~to ~~from~~the Lender, as described in that certain Master Pledge Agreement (the ~~date~~“Pledge ofAgreement”) entered into by the Company ~~agreement~~and the Lender in connection with the Loan Agreement.

On ~~April~~November 3011, 2025, the Company ~~signed~~was ~~a debt~~informed ~~settlement~~by ~~agreement with Liu Yu to settle~~ the ~~amount~~Nasdaq ~~owing~~Hearings ofPanel ~~$1,486,704~~that inits ~~the~~Class ~~following~~A ~~manner:~~Ordinary 1.Shares ~~payment~~would ofbe ~~$221,593~~delisted ~~12 months~~ from ~~the~~ ~~date of~~ the ~~agreement;~~Nasdaq 2Global Market. ~~payment~~The ofPanel ~~$702,610~~has ~~24 months from the date of the agreement, and; as part of his severance and interest~~determined ~~due,~~that ~~$1 million which shall fall due 24 months from~~ the ~~date~~Company’s ofsecurities ~~agreement~~will ~~and shall~~ be ~~repaid~~suspended infrom 10trading ~~consecutive~~on ~~monthly~~Nasdaq ~~instalments~~at ~~of $100,000 each, payable on~~ the ~~first~~open ~~day~~ of ~~each~~trading ~~calendar~~on ~~month~~November ~~commencing~~13, ~~from the due date~~2025.

On ~~May~~November 1512, 2025, ~~Graphjet~~the ~~Technology~~Company ~~and~~was ~~Aiden~~informed ~~Lee~~that ~~Ping~~trading ~~Wei~~of ~~entered~~its ~~into~~ordinary ashares ~~Warrant~~will ~~Subscription~~commence ~~Agreement,~~on ~~pursuant~~the toOTC ~~which~~Markets ~~Graphjet~~under ~~Technology~~the ~~issued~~ticker 20symbol “GTIJF”,~~000,000~~ ~~warrants~~effective toon ~~purchase~~November ~~up to 200~~13,~~000,000~~ ~~of the Company’s Class A ordinary shares, at an exercise price of $0~~2025.~~055 to Aiden Lee Ping Wei.~~

On ~~May~~November 2225, 2025, the Company ~~issued~~appealed ~~an additional~~to ~~322,567~~the ~~Class~~Nasdaq AListing ~~Ordinary~~and ~~Shares~~Hearing toReview ~~Joseph~~Council ~~Rallo~~under ~~and~~Nasdaq ~~322,568~~Listing ~~Class~~Rule A5820, ~~Ordinary~~requested ~~Shares~~that to(i) D.review ~~Boral~~and ~~Capital~~reverse ~~LLC.~~the ~~The~~Panel’s delisting ~~issuance~~decision isof ~~part~~November an11, ~~adjustment between~~2025; ~~the~~and ~~agreed~~(ii) ~~share~~grant ~~price~~a stay of ~~USD10.00~~the ~~per~~Panel’s ~~share~~decision ~~and~~pending the ~~lowest~~Council’s ~~VWAP~~review ~~for~~of athe Company’s ~~5-day~~appeal ~~period~~in uporder to allow the ~~registration~~Company ofto ~~the~~complete ~~202~~and present a detailed,~~500~~ ~~Class~~evidence-based compliance plan demonstrating Aa ~~Ordinary~~clear ~~Shares~~and ~~issued~~credible ~~earlier~~path to ~~satisfy~~regain ~~$2,025,000~~compliance ~~due~~with ~~pursuant~~the toNasdaq ~~the~~Listing ~~Satisfaction~~Rules. ~~and~~Nasdaq ~~Discharge~~acknowledged ofthe ~~Indebtedness~~appeal ~~between~~on ~~the~~November ~~Company~~26, 2025, and ~~Graphjet~~requested ~~Technology~~the ~~Sdn~~Company’s ~~Bhd~~plan and EFsupporting ~~Hutton~~documents ~~LLC~~by December 10, 2025.

On ~~June~~December 41, 2025, the Company ~~received~~entered into a ~~determination~~Debt ~~letter~~Settlement ~~(the~~and ~~“Determination”) from~~Subscription ~~Nasdaq~~Agreement ~~advising~~with ~~the~~Aiden ~~Company~~Lee ~~that~~Ping ~~Nasdaq~~Wei ~~had determined that the Company had not provided a definitive plan evidencing its ability~~ to ~~achieve~~partially ~~compliance~~settle ~~with~~ the ~~“Listing~~outstanding ~~Rule”~~bonus ~~before July 15, 2025~~provision. ~~The~~Under ~~Determination stated that~~the agreement, ~~as a result, (i)~~ the Company~~’s request~~ ~~for~~had ~~continued listing~~ on ~~Nasdaq~~December ~~was denied~~5,~~(ii)~~ ~~the~~2025 ~~trading~~issued of635,000 ~~the Company’s~~ Class A Ordinary Shares ~~would be suspended~~ at ~~the~~an ~~opening~~issue price of ~~business~~$0.972 onper ~~June~~share ~~13, 2025 and (iii)a Form 25-NSE would be filed with the Securities and Exchange Commission (the “SEC”),which~~aggregating ~~will~~to ~~remove the Company’s securities from listing and registration on Nasdaq~~settlement of $617,220.

On ~~June~~December 1110, 2025, the Company submitted anits formal appeal to ~~Nasdaq~~together ~~requesting~~with aan ~~hearing~~updated, ~~before~~documentation-backed ~~the~~compliance ~~Hearings~~plan ~~Panel~~requesting ~~(the~~that ~~“Panel”) pursuant to~~ the ~~procedures~~Council ~~set~~(i) ~~forth~~review inand ~~the~~reverse ~~Nasdaq Listing Rule 5800 Series. The Company intends to present to~~ the Panel’s decision ~~its plan to regain~~ and ~~thereafter~~(ii) ~~maintain~~authorize ~~compliance~~a ~~with~~provisional ~~the~~relisting ~~Listing Rule. The hearing request stays the suspension~~ of the Company’s ~~securities~~Class ~~and~~A ~~the~~ordinary ~~filing~~shares ofon ~~the~~The ~~Form~~Nasdaq ~~25-NSE~~Global ~~for~~Market ~~a period of 15~~during ~~days from~~ the ~~date~~pendency of the ~~request.~~Council’s Inreview ~~connection~~to ~~with~~facilitate ~~the~~implementation ~~hearing request, the Company also requested a stay~~ of the ~~suspension~~compliance ~~pending the hearing~~plan.

~~F-21~~On December 22, 2025, the Company’s stockholders approved the amended and restated memorandum and articles of association (the “Third A&R M&A”) to increase the Company’s authorized share capital from $50,000 consisting of 8,333,333 Class A ordinary shares of $0.006 per share to $6,000,000 consisting of 1,000,000,000 Class A ordinary shares of $0.006 per share.

~~Note 21 – Restatement of Previously Issued Financial Statements~~F-27

The Company identified material misstatements in its previously issued financial statements as of September 30, 2023 and for the year ended September 30, 2023 as below, and as a result the Company has restated the previously issued consolidated financial statements as of September 30, 2023 and for the year ended September 30, 2023 in accordance with ASC 250 Accounting Changes and Error Corrections, to reflect the effects of the restatement adjustments and to make certain corresponding disclosures.

The categories of adjustments and their impacts on previously issued financial statements are described below and identified in the Restatement Reconciliation Tables in the column entitled “Reference”:

a. The Company failed to record the correct cost of the intellectual property purchased from a related party, incorrectly recorded the amortization expense, and incorrectly recorded the liability without considering imputed interest related to the intellectual property purchased. Such failure has resulted in the misstatements of “Intangible assets, net”, “Compensation payable to a shareholder”, “Accumulated deficit” and “Accumulated other comprehensive (loss) profit” as of September 30, 2023, and misstatements of “General and administrative expenses” and “Net loss” for the year ended September 30, 2023.

b. The Company incorrectly recorded the merger transaction costs as general and administrative expenses, and incorrectly recorded the liability related to the intellectual property purchased. Such failure has resulted in the misstatements of “Deferred merger costs”, “Accumulated deficit” and “Accumulated other comprehensive (loss) profit” as of September 30, 2023, and misstatements of “General and administrative expenses” and “Net loss” for the year ended September 30, 2023.

c. The Company incorrectly recorded some professional expenses incurred in year ended September 30, 2023 to record in the year of 2024. Such failure has resulted in the misstatements of “Other payables and accrued expenses” and “Accumulated deficit” as of September 30, 2023, and misstatements of “General and administrative expenses” and “Net loss” for the year ended September 30, 2023.

d. The Company incorrectly classified the payable to directors as non-current liabilities. Such failure has resulted in the misstatements of “Current liabilities” and “Non-current liabilities” as of September 30, 2023.

In the following tables, the Company presented a reconciliation of consolidated balance sheets, statements of operations and comprehensive loss, and cash flows as previously issued for these prior periods to the restated and revised amounts.

F-22

Summary of Restatements – Consolidated Balance Sheets:

	As of September 30, 2023
	As previously reported			Adjustments			Reference	As restated
ASSETS
CURRENT ASSETS
Cash	$	1,430		$	—			$	1,430
Prepaid expenses		154,519			—				154,519
Advance to a related company		97,882			—				97,882
Deposits		127,664			—				127,664
Other receivables		54,468			—				54,468
Total current assets		435,963			—				435,963
OTHER ASSETS
Property and equipment, net		1,598			—				1,598
Intangible assets, net		5,826,499			(5,826,499	)	a		—
Software, net		337			—				337
Deferred merger costs		—			704,334		b		704,334
Total non-current assets		5,828,434			(5,122,165	)	a, b		706,269
Total assets	$	6,264,397		$	(5,122,165	)	a, b	$	1,142,232
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Loans from third parties	$	510,234		$	—			$	510,234
Other payables and accrued expenses		348,807			41,450		c		390,257
Payable to directors		—			2,231,781		d		2,231,781
Total current liabilities		859,041			2,273,231		c, d		3,132,272
OTHER LIABILITIES
Payable to directors		2,231,781			(2,231,781	)	d		—
Compensation payable to a shareholder		5,756,366			(418,093	)	a		5,338,273
Total non-current liabilities		7,988,147			(2,649,874	)	a, d		5,338,273
Total liabilities		8,847,188		$	(376,643	)	a, c, d		8,470,545
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ DEFICIT
Ordinary shares, $0.0001 par value; 479,000,000 shares authorized; 137,750,000* shares issued and outstanding as of September 30, 2023		13,775			—				13,775
Additional paid-in capital		587,499			—				587,499
Accumulated deficit		(3,255,885	)		(4,727,705	)	a, b, c		(7,983,590	)
Accumulated other comprehensive income		71,820			(17,817	)	a, b, c		54,003
Total shareholders’ deficit		(2,582,791	)		(4,745,522	)	a, b, c		(7,328,313	)
Total liabilities and shareholders’ deficit	$	6,264,397		$	(5,122,165	)	a, b, c	$	1,142,232

* Giving retroactive effect to reverse recapitalization effected on March 14, 2024 to reflect exchange ratio of approximately 55.1 as described in Note 4.

F-23

Summary of Restatements - Consolidated Statements of Operations and Comprehensive loss:

	For the Year Ended September 30, 2023
	As previously reported			Adjustments			Reference	As restated
Operating expenses:
General and administrative expenses	$	2,316,454		$	(1,090,953	)	a, b, c	$	1,225,501
Total operating expenses		2,316,454			(1,090,953	)	a, b, c		1,225,501
Loss from operations		(2,316,454	)		1,090,953		a, b, c		(1,225,501	)
Other income (expenses)
Interest expense, net		(24,207	)		(592,191	)	a		(616,398	)
Total other expense, net		(24,207	)		(592,191	)	a		(616,398	)
Loss before income taxes		(2,340,661	)		498,762		a, b, c		(1,841,899	)
Income tax expense		—			—				—
Net loss	$	(2,340,661	)	$	498,762		a, b, c	$	(1,841,899	)
Foreign currency translation adjustment		68,394			55,604		a, b		123,998
Total comprehensive loss attributable to ordinary shareholders	$	(2,272,267	)	$	554,366		a, b, c	$	(1,717,901	)
Weighted average number of ordinary shares outstanding - basic and diluted*		137,750,000			—				137,750,000
Loss per ordinary share - basic and diluted	$	(0.02	)	$	0.01		a, b, c	$	(0.01	)

* Giving retroactive effect to reverse recapitalization effected on March 14, 2024 to reflect exchange ratio of approximately 55.1 as described in Note 4.

F-24

Summary of Restatements - Consolidated Statements of Cash Flows:

	For the Year Ended September 30, 2023
	As previously reported			Adjustments			Reference	As restated
Cash flows from operating activities:
Net loss	$	(2,340,661	)	$	498,762		a, b, c	$	(1,841,899	)
Adjustments to reconcile net loss to net cash used in operating activities.
Amortization expense		431,593			(431,593	)	a		—
Depreciation expense		103			—				103
Changes in operating assets and liabilities
Prepaid expenses		(77,215	)		—				(77,215	)
Advance to a related company		10,289			—				10,289
Deposits		(127,664	)		—				(127,664	)
Other receivables		(34,183	)		—				(34,183	)
Interests payable		23,380			—				23,380
Other payables and accrued expenses		119,147			41,450		c		160,597
Payable to directors		1,704,724			592,191		a		2,296,915
Net cash provided by operating activities		(290,487	)		700,810		a, b, c		410,323
Cash flows from investing activities:
Purchases of property and equipment		(1,598	)		—				(1,598	)
Net cash used in investing activities		(1,598	)		—				(1,598	)
Cash flows from financing activities:
Payments of deferred merger costs		—			(700,810	)	b		(700,810	)
Net cash used in financing activities		—			(700,810	)	b		(700,810	)
Effect of exchange rate changes		68,394			—				68,394
Net change in cash		(223,691	)		—				(223,691	)
Cash - beginning of the year		225,121			—				225,121
Cash - end of the year	$	1,430		$	—			$	1,430

F-25

Item 16. Form 10-K Summary

None.

6371

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: July 15, 2025	GRAPHJET TECHNOLOGY
Date: December 23, 2025	GRAPHJET TECHNOLOGY
	By:	/s/ Chris Lai
		Chris Lai Ther Wei
		Chief Executive Officer
		(Principal Executive Officer and Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Position	Date
/s/ Chris Lai	Chief Executive Officer, Chief Financial Officer, and Director	~~July~~December 1523, 2025
Chris Lai Ther Wei	(Principal Executive Officer and Principal Financial and Accounting Officer)
/s/ Ang Chee Yong	Independent Director	~~July~~December 1523, 2025
Ang Chee Yong
/s/ Chen Siow Woon	Independent Director	~~July~~December 1523, 2025
Chen Siow Woon
/s/ Pwa Yee Guo	Independent Director	~~July~~December 1523, 2025
Pwa Yee Guo
/s/ Tan Song Jie	Independent Director	~~July~~December 1523, 2025
Tan Song Jie

6472

Filing Compare · GRAPHJET TECHNOLOGY