UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~December~~February 2224, ~~2025~~2026

Graphjet Technology

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41070		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

Lot 3895, Lorong 6D, Kampung Baru Subang

Seksyen U6, 40150 Shah Alam

Selangor, Malaysia

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +60 016 310 0895

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

*Registrant was suspended from trading on Nasdaq on November 13, 2025.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 53.0301. ~~Amendments~~Notice of Delisting or Failure to ~~Articles~~Satisfy ofa ~~Incorporation~~Continued Listing Rule or ~~Bylaws~~Standard; ~~Change~~Transfer inof ~~Fiscal Year~~Listing.

On ~~December~~February 2224, ~~2025~~2026, Graphjet Technology, ~~(the~~a Cayman ~~“Company”)~~Islands ~~held~~exempted ~~its~~company ~~annual general meeting~~ (the “~~AGM~~Company”), ofreceived the ~~Company’s~~decision ~~shareholders~~of ~~pursuant to due notice in that certain Proxy Statement on Schedule 14(a) filed with~~ the ~~U.S.~~Nasdaq ~~Securities~~Listing ~~Exchange~~and ~~Commission~~Hearing onReview ~~December~~Council ~~11, 2025~~ (the “~~Proxy~~Listing ~~Statement~~Council”). Ataffirming the ~~AGM,~~decision ~~the~~of ~~Shareholders approved~~ the ~~Charter~~Nasdaq ~~Amendment~~Hearings ~~Proposal~~Panel (asthe ~~defined below~~“Panel”) to ~~reflect~~ ~~the~~delist ~~Share Capital Increase (as defined below) and authorized~~ the Company’s tosecurities ~~file~~from ~~the~~The ~~Third~~Nasdaq ~~Amended~~Stock ~~and~~Market ~~Restated~~LLC ~~Memorandum and Articles of Association~~ (~~the~~ “~~Amended Charter~~Nasdaq”)~~, with the Registrar of Companies in the Cayman Islands~~. ~~Following the approval of the Charter Amendment Proposal, the Company promptly filed the Amended Charter with the Registrar of Companies in the Cayman Islands.~~

~~The~~As ~~foregoing~~previously ~~summary~~disclosed, ison ~~qualified~~November by11, 2025, the ~~full~~Panel determined to delist the Company’s Class A ordinary shares from Nasdaq due to deficiencies under Nasdaq Listing Rules ~~text~~5450(b)(2) (market value of listed securities) and 5450(b)(3)(C) (market value of publicly held shares). The delisting became effective on November 13, 2025. On November 25, 2025, the ~~Amended~~Company ~~Charter~~timely appealed the Panel’s decision to the Listing Counsel pursuant to Nasdaq Listing Rule 5820 (Docket No. NQ 7187N-25), ~~which~~and isNasdaq ~~included~~acknowledged asthe ~~Exhibit~~appeal 3on November 26, 2025. In its appeal, the Company proposed a new compliance plan centered on the equity standard under Nasdaq Listing Rule 5450(b)(1), which requires stockholders’ equity of at least $10 million and a market value of publicly held shares of at least $5 million.

~~Item~~On ~~5.07.~~February ~~Submission~~24, of2026, ~~Matters~~after toreviewing athe ~~Vote~~entire record, ofthe ~~Security~~Listing ~~Holders~~Council affirmed the Panel’s delisting decision.

On the record date of December 11, 2025, the Company had 3,845,062 ordinary shares entitled to vote at the AGM, out of which 2,744,125, were represented in person or by proxy at the AGM. Accordingly, a quorum was present, and the AGM was lawfully convened for conducting the business to be presented.

The Shareholders voted on the following proposals at the AGM, each of which was approved:

(1) The Warrant Exercise Proposal — to approve, as an ordinary resolution, the proposal to permit the exercise of the 333,334 warrants held by Aiden Lee Ping Wei to purchase 3,333,340 Ordinary Shares.

Votes For		Votes Against		Abstentions		Broker Non-Votes
749,799		25,019		1,836,767		132,540

Excluding shares ineligible to vote:

Votes For		Votes Against
749,799		25,019

(2) The Share Issuances Proposal — to approve, as an ordinary resolution, the issuances of (i) 3,157,000 Ordinary Shares to International Liquidity, LLC (“ILP”) pursuant to that certain Master Loan Agreement entered into by the Company and ILP on October 16, 2025 (the “ILP Agreement”), (ii) 11,065,513 Ordinary Shares to Tan Chin Teong pursuant to that certain Share and Purchase Agreement entered into by the Company, Graphjet Technology Sdn Bhd, and Cosmo Esteem Sdn Bhd on August 19, 2025.

Votes For		Votes Against		Abstentions		Broker Non-Votes
2,550,726		24,354		36,505		132,540

(3) The Authorized Share Capital Proposal — to approve, as an ordinary resolution, the proposal to increase the Company’s authorized share capital from US$ 50,000 consisting of 8,333,333 Class A ordinary shares of US$ 0.006 per share, to US$ 6,000,000 consisting of 1,000,000,000 Class A ordinary shares of US$ 0.006 per share (the “Share Capital Increase”).

Votes For		Votes Against		Abstentions		Broker Non-Votes
2,577,793		28,818		4,974		132,540

(4) The Charter Amendment Proposal — to approve, as a special resolution, the proposal to adopt amended and restated memorandum and articles of association in the form annexed to this Proxy Statement (the “Third A&R M&A”) in substitution for, and to the exclusion of, the Company’s current second amended and restatement memorandum and articles of association, to reflect the Share Capital Increase.

Votes For		Votes Against		Abstentions		Broker Non-Votes
2,712,720		25,035		6,370		N/A

(5) The Director Election Proposal — to approve, as an ordinary resolution, the re-election of Chris Lai Ther Wei as a Class I director of the Board for another three-year term.

Votes For		Votes Against		Abstentions		Broker Non-Votes
2,580,569		21,716		9,300		132,540

(6) The Auditor Ratification Proposal — to ratify the selection by the audit committee of the Board of Kreit & Chiu, LLP to serve as the Company’s independent registered public accounting firm for the years ending September 30, 2024 and 2025.

Votes For		Votes Against		Abstentions		Broker Non-Votes
2,727,024		8,250		8,851		N/A

(7) The Adjournment Proposal — to approve, as an ordinary resolution, the adjournment of the Annual General Meeting to a later date or dates or indefinitely, if necessary or convenient, either (x) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals or (y) if our Board determines before the Annual General Meeting that it is not necessary or no longer desirable to proceed with the other proposals (the “Adjournment Proposal”, and together with the Warrant Exercise Proposal, the Share Issuances Proposal, the Authorized Share Capital Proposal, the Charter Amendment Proposal, the Director Election Proposal, and the Auditor Ratification Proposal, the “Proposals”).

Votes For		Votes Against		Abstentions		Broker Non-Votes
2,577,662		28,051		5,872		132,540

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
3.1		Third Amended and Restated Memorandum and Articles of Association
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish a copy any of the omitted exhibits or schedules upon request by the SEC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GRAPHJET TECHNOLOGY
Date: December 23, 2025	By:	/s/ Chris Lai
Date: March 2, 2026	By:	/s/ Chris Lai
	Name:	Chris Lai
	Title:	Chief Executive Officer

Filing Compare · GRAPHJET TECHNOLOGY