S-1/A: Graphjet Technology Amends S-1 Amid Delisting & Losses

Graphjet Technology files an amended S-1 registration statement for the resale of up to 17.77 million Class A Ordinary Shares by selling securityholders, while also detailing ongoing Nasdaq delisting appeals and significant financial losses.

Summary

• Graphjet Technology filed Amendment No. 2 to its Form S-1 registration statement for the offer and resale of up to 17,772,578 Class A Ordinary Shares by selling securityholders.
• The company will not receive any proceeds from the sale of Class A Ordinary Shares by selling securityholders, but may receive up to approximately $1.1 million from warrant exercises.
• Graphjet Technology possesses patented technology for manufacturing high-quality artificial graphene and graphite from palm kernel shells, an abundant and renewable waste product.
• The company believes its technology allows for higher quality products at significantly lower costs compared to traditional coal-based or petroleum-based methods.
• Production commenced in August 2025 at its facility in Kampung Baru Subang, Selangor, Malaysia, but commercial sales of primary products have not yet begun.
• The company generated approximately $49,000 in revenue from selling side products for the three and nine months ended June 30, 2025.
• Graphjet Technology reported a net loss of approximately $21.5 million for the three months ended June 30, 2025, and $22.8 million for the nine months ended June 30, 2025.
• As of June 30, 2025, the company had a negative working capital of $15,705,766 and an accumulated deficit of $48.6 million.
• The independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern.
• Graphjet Technology's Class A Ordinary Shares were delisted from Nasdaq on November 13, 2025, and now trade on the OTC Markets under the symbol GTIJF.
• The 17,772,578 shares registered for resale represent more than 100% of the total 3,845,062 Class A Ordinary Shares outstanding as of January 12, 2026, posing a significant dilution risk.

Sentiment

Score: 2

Explanation: The filing highlights severe financial distress, including substantial net losses, negative working capital, accumulated deficit, and an auditor's going concern doubt. The delisting from Nasdaq and ongoing compliance issues, coupled with significant operational and geopolitical risks, overshadow the promising technology and future plans. While the technology itself is positive, the current financial and operational state is highly concerning for investors.

Positives

• Possesses proprietary, patented technology for producing high-quality artificial graphene and graphite from sustainable palm kernel shells.
• Anticipates producing products at a significantly lower cost than competitors using traditional methods, with an 83% reduction in carbon footprint and 80% reduction in production costs.
• Engages in R&D collaborations with prestigious institutions including the National University of Malaysia (UKM), University Teknikal Malaysia Melaka (UTEM), and is a member of MIT's Industrial Liaison Program (ILP).
• Secured a production facility in Malaysia with production having commenced in August 2025.
• Received patent approval for palm-based synthetic graphite (September 22, 2022) and palm-based synthetic graphene (March 27, 2024).
• Signed a supply agreement with Toyoda on December 27, 2022, for $30 million annually, although no revenue was generated in 2023 due to export controls.
• Plans to build a commercial artificial graphite production facility in Nevada capable of supporting over 100,000 electric vehicles (EVs) per year.
• Successfully completed a fundraising exercise of approximately $1.0 million (MYR 4.4 million) net proceeds from new external shareholders on November 1, 2024.

Negatives

• Reported a significant net loss of $21.5 million for the three months ended June 30, 2025, and $22.8 million for the nine months ended June 30, 2025.
• Maintained a negative working capital of $15,705,766 and an accumulated deficit of $48.6 million as of June 30, 2025.
• The independent auditor expressed substantial doubt about the company's ability to continue as a going concern.
• Delisted from Nasdaq on November 13, 2025, and now trades on the OTC Pink Limited marketplace, which may limit liquidity and make it difficult for shareholders to sell shares at a favorable price.
• Incurred a gross loss of $26,689 for the three and nine months ended June 30, 2025, primarily due to low productivity and discounted sales of side products.
• Share compensation expense increased by $19.2 million for the three and nine months ended June 30, 2025, due to warrant issuance to a shareholder.
• Other expenses, net, increased by approximately $597,664 (10,685.9%) for the three months ended June 30, 2025, compared to the same period in 2024.
• The 17,772,578 Class A Ordinary Shares registered for resale represent more than 100% of the total 3,845,062 Class A Ordinary Shares outstanding, creating a substantial risk of price decline.
• Some selling securityholders acquired shares at prices considerably below the current market price, providing an incentive for them to sell.
• Has not commenced commercial sales of its primary graphene and graphite products.
• Dependent on the palm oil industry for raw materials, exposing the company to price volatility and supply chain risks.
• Faces challenges from international instability, war, terrorism, and geopolitical events affecting global supply chains and financing.
• Ongoing trade tensions between the US and China, and China's export restrictions on graphite, impact supply chains and market access.
• Operates without long-term contracts with customers, leading to potential sales fluctuations and uncertainties.
• Limited capital compared to larger competitors, increasing vulnerability to manufacturing risks and potential losses from industrial accidents or natural disasters.
• Faces risks from cyber-attacks or failures in IT systems, potentially leading to information theft, data corruption, and business disruption.
• Has a very limited operating history, making future revenue and expense budgeting difficult to predict.
• Identified a material weakness in internal control over financial reporting.
• Experienced delays in filing its Form 10-K for September 30, 2024, and Forms 10-Q for December 31, 2024, March 31, 2025, and June 30, 2025, contributing to Nasdaq delisting.
• Subject to a Mandatory Panel Monitor for one year from September 24, 2025, for compliance with the Periodic Filing Rule, with no additional time granted for future deficiencies.
• Dependent on external funding at the pre-revenue stage to sustain operations and execute strategic growth plans.
• Faces risks from the loss of key technical personnel, which could disrupt operations and delay project milestones.
• Experiences material wastage during the R&D phase, contributing to increased short-term operating costs.
• Exposed to foreign currency exchange rate fluctuations, primarily between Malaysian Ringgit, U.S. Dollar, and Chinese Renminbi, which can increase import costs and compress profit margins.
• Encounters challenges in sourcing specialized equipment and spare parts, leading to potential production delays and increased maintenance costs.
• Lacks equivalent local expertise for machinery maintenance and repair, necessitating overseas technicians and incurring higher costs and potential downtime.
• The slowdown in the semiconductor industry could reduce demand for its critical materials and disrupt partnerships.
• China's dominance over raw materials supply chains influences global market pricing and creates uncertainty around supply continuity.
• Faces difficulties in developing direct relationships with EV battery manufacturers due to competitive pressures and regional economic uncertainties.
• Lack of cohesive government support exacerbates raw material shortages and operational halts in the industry.
• Increased regulatory burdens from new political leadership could result in higher operational costs and divert resources.

Risks

• Business and growth strategy depend on ability to maintain and expand a network of qualified providers.
• Intense competition could limit market share.
• Inability to develop and release new products and meet demands.
• Security breaches, loss of data, and other disruptions.
• Inability to maintain and enforce intellectual property protection.
• Future litigation or regulatory investigation.
• Acquisitions, joint ventures, or investments could negatively affect operating results, dilute ownership, increase debt, or incur significant expenses.
• Vulnerability to severe weather conditions and natural disasters, power outages, and industrial incidents.
• Failure to comply with laws and government regulations in a heavily regulated industry.
• Uncertainty in achieving strategic initiatives (e.g., manufacturing plant construction) and availability of financing.
• Difficult and unpredictable legal systems and underdeveloped laws in many countries, especially in Asia.
• Substantial inflationary pressures in Asian economies.
• Dependence on talent and contractors; inability to hire, integrate, develop, motivate, and retain personnel.
• Changes in operational policies, investment guidelines, and business/growth strategies without stockholder consent.
• As an emerging growth company, reduced disclosure and governance requirements may make securities less attractive.
• Joint venture investments could be adversely affected by lack of sole decision-making authority, reliance on co-ventures' financial conditions, and disputes.
• Volatile market for securities.
• Financial reporting and other requirements as a public company for which accounting and management systems may not be adequately prepared.
• Delisting from Nasdaq and no assurance of compliance with listing standards of any U.S. stock exchange.
• Limited operating history makes it difficult to evaluate success and assess future viability.
• Independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about ability to continue as a going concern.
• Risks related to proposed graphene/graphite manufacturing business (unanticipated liabilities, need for additional capital, competition).
• Inability to produce graphene or graphite with commercial characteristics or attract sufficient customers.
• Graphene and graphite industry is highly competitive.
• May not recoup expenditures associated with growth and expanding production capacity.
• Inability to respond quickly and profitably to continued innovations.
• Failure to effectively implement sales, marketing, and service plans.
• Non-binding letters of intent from potential customers and lack of long-term contracts.
• Need to continuously invest in R&D and commercialize new products.
• Limited capital poses significant threat from inherent manufacturing risks (environmental hazards, accidents, natural disasters, equipment malfunction).
• Risks of relationships with third parties in respect of commercialization, sales and marketing of products.
• Failure to protect intellectual property rights may undermine competitive position; costly litigation.
• Need to defend against claims of infringing, misappropriating, or violating intellectual property rights of others.
• Patents may expire, be contested, circumvented, invalidated, or limited in scope.
• Dependence on third parties for certain construction, maintenance, engineering, transportation, warehousing and logistics services.
• Sales and results of operations could be materially and adversely impacted by risks inherent in international markets (import/export restrictions, currency fluctuations, political instability, corruption, government regulation).
• Operations subject to hazards (explosions, fires, severe weather, industrial accidents, etc.) resulting in significant liability.
• Complying with numerous health, safety, and environmental regulations is complex and costly.
• Business may be impacted by international instability, war, terrorism, and geopolitical events.
• Future success depends on ability to increase production capacity in a cost-effective manner, including risks related to plant construction, government approvals, equipment, third-party relationships, personnel, natural disasters, freight costs, import/export legislation, labor shortages.
• Failure to manage growth effectively.
• Inability to attract and retain key employees and qualified management, technical, engineering, and sales personnel.
• Future litigation or administrative proceedings, including nuisance claims related to de-SPAC mergers.
• Cyber-attacks or other failures in telecommunications or IT systems.
• Dependent on the Palm Oil Industry for Availability of Raw Material.
• Customer and Border Control Issues between Malaysia and China.
• US-China Trade War and China Banning Export of Graphite and Graphene and its related machineries.
• Conflicts and Geopolitical Positions affecting global supply chains and financing.
• Competition in the graphene and graphite industry.
• Regulatory environment for graphene and graphite industry is evolving and costly to comply with.
• Impact of U.S. Government Shutdown or Disruptions on capital access and regulatory processing.
• Qualification Process Duration (12-18 months) for products by prospective customers.
• Political and Regulatory Risks for Green Energy Policies (inconsistent support, reduced funding).
• Environmental Compliance and Regulation (increased operating costs, penalties).
• Geopolitical Tensions and Policy Shifts (trade relations, market access, raw material availability).
• Export and Import Regulations (complex customs, policy changes).
• Semiconductor Industry Challenge (reduced demand, disrupted partnerships).
• Impact of Raw Material Shortages on Industry Leaders (Posco, Samsung SDI).
• Market Pricing and Global Control (China's dominance).
• Access to Market and Strategic Partnership (difficulty with EV battery manufacturers).
• Government Disruptions and Ceased Operations (lack of cohesive government support).
• Operational Disruptions and Ceased Operations (LG, GM).
• Supply Chain Disruptions and Strategic Support Challenges.
• Investor Sentiment and Market Stability (political uncertainty).
• Regulatory Compliance Burdens (new political leadership).
• International Investments and Compliance (SEC global cooperation stance).
• Increased Global Supply and Price Volatility (removal of China export restrictions).
• Market Saturation (China oversupply).
• Business Continuity Risk (lack of cross-functional backups/succession plan).
• Technology Transfer and Training Gaps (reliance on China technician).
• Foreign Currency Exchange Rate Fluctuations.
• Challenges in Sourcing Equipment and Spare Parts.
• Challenges in Machinery Maintenance and Repairing Work.
• Material Wastage During Research and Development Stage.
• Limited Exposure to Investor and Capital Markets.
• Technological Performance and Process Efficiency.
• Market Demand and Industry Trends.
• Operational and Human Resources Factors.
• Dependence on External Funding at Pre Revenue Stage.
• Loss of Key Technical Person.
• Active market for securities may not develop.
• Negative reports by securities or industry analysts.
• Future sales of Class A Ordinary Shares could cause price decline.
• Broad market and industry factors may harm market price.
• No current plans to pay cash dividends.
• Shareholders may experience dilution in the future.
• Changes in laws, regulations, or rules, or failure to comply.
• Required to take write-downs or write-offs, restructuring, impairment charges.
• Internal controls over financial reporting may not be effective.
• Quarterly operating results may fluctuate significantly.
• Unable to obtain additional financing.
• Sales of registered securities could lower market price.
• Class A ordinary shares now trade on OTC Pink Limited, limiting liquidity and increasing volatility.
• Delisting could negatively affect investor perception and reduce demand.
• Ability to raise additional capital may be limited due to OTC Pink trading.

Future Outlook

The company expects to achieve better gross margins once official graphite production commences. It plans to strategically sample its products to leading multinational companies to gain market acceptance and aims to displace high-cost suppliers with its competitively priced, eco-friendly alternatives. Graphjet intends to construct its first main manufacturing plant in Malaysia and potentially additional plants in North America, projecting a capacity of 10,000 to 50,000 tons of graphite and 60 to 200 tons of graphene per annum. The Nevada plant alone is expected to support over 100,000 EVs annually. The company is committed to recalibrating its financial forecasts and operational strategies in response to market and regulatory developments, while also focusing on developing in-house technical talent and securing long-term service contracts for equipment maintenance. R&D activities are deemed essential for long-term innovation and product customization, and maintaining market adaptability is key to sustained growth. Stable funding access is critical until commercial production and revenue generation become self-sustaining.

Management Comments

• "We expect to have a better gross margin when we begin our official graphite production."
• "We believe that our customers are unlikely to switch to alternative competitors due to price and quality, that differentiate Graphjet to its competitors."
• "We are committed to recalibrating our financial forecast and operational strategies to ensure sustainable business practices and competitiveness."
• "Our resolve to navigate these disruptions remains steadfast, as we continuously adapt to evolving market conditions to support sustainable growth and resilience."
• "We remain acutely aware of these developments and prepared to pivot our strategy to mitigate their impact on our operation."
• "Our commitment to excellence extends well beyond production. We recognize that robust business development and effective marketing strategies are fundamental for sustained success."
• "Our commitment during this period [qualification process] is to uphold the highest standards of performance and reliability in our product to our customers."
• "The Company prioritizes workforce training, retention programs, and occupational safety standards to mitigate these risks."
• Chris Lai Ther Wei, CEO/CFO, committed to the Nasdaq Hearing Panel that the company's Forms 10Q for the three months ended December 31, 2024, March 31, 2025, and June 30, 2025 would be filed by the middle of September 2025.

Industry Context

The global graphite market, driven by demand from the lithium-ion battery industry (especially for EVs), is projected to grow at a CAGR of 15.1% to $36.40 billion by 2030. The graphene market is expected to grow even faster at a CAGR of 24.0% to $8.58 billion by 2031. Historically, China has dominated graphite supply (70-80% for EV batteries), but recent export controls and geopolitical tensions are creating supply chain constraints and driving demand for diversified sourcing, particularly in the US due to the Inflation Reduction Act of 2022. Graphjet's biomass-based production offers an alternative to traditional coal-based or petroleum-based graphite, which face limitations and price volatility. The broader industry is experiencing challenges from raw material shortages and operational halts among major players like Posco, Samsung SDI, LG, and GM, exacerbated by a slowdown in the semiconductor industry and China's market control.

Comparison to Industry Standards

• Graphjet produces graphite, graphene, and graphene-based anode battery material with over 98% similarity and greater consistency compared to other synthetic graphite and graphene produced from petroleum coke and coal.
• The company expects to produce a higher quality product at a significantly lower cost than other graphite and graphene production methods currently in use worldwide.
• Graphjet's proven technology produces graphite at a cost of approximately $4,500 per ton, which is significantly cheaper than natural graphite (ranging from $8,000 to $11,000 per ton) and other artificial graphite (approximately $20,000 per ton).
• Graphjet can produce highly consistent graphene at a higher purity level, in excess of 99.99%, which is superior to graphene produced from natural graphite.
• The company aims to offer higher quality graphene at about 80-90% less than the current market price (USD $200 to $450 per gram) offered by existing suppliers.
• 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.

Management Changes

Corporate Governance

Legal Proceedings

• The company may become a party to various lawsuits, claims, and other legal proceedings that arise in the ordinary course of business.
• Due to the new type of graphene and graphite product, the company may need to seek amendments to existing regulations or the creation of new regulations, which could expose it to subsequent litigation.
• Shareholders have filed nuisance claims alleging misleading disclosures in proxy statements soliciting shareholder approval of de-SPAC merger transactions, and the company settled one such lawsuit, owing a de minimus mootness fee.
• Unfavorable outcomes or developments relating to legal proceedings could have a material adverse effect on the company's business, financial condition, and results of operations.

Related Party Transactions

• On May 15, 2025, the company issued 333,334 warrants (post-consolidation) to Aiden Lee Ping Wei (a shareholder) at an exercise price of $3.30, for $200,000 cash, which offset salary and claim payable.
• In May and June 2025, the company entered into five unsecured loan agreements with Aiden Lee Ping Wei for working capital, totaling $498,516, bearing 15% interest per annum and due on demand.
• On August 14, 2025, the company settled a debt of USD$21,129.80 owed to Yasuka Infinity Sdn Bhd (a selling securityholder) by issuing 3,261 Class A Ordinary Shares (post-consolidation) at $6.48 per share.
• On August 14, 2025, the company settled a debt of USD$553,201.33 owed to Goh Meng Keong (a selling securityholder) by issuing 185,000 Class A Ordinary Shares (post-consolidation) at $3 per share.
• On August 19, 2025, the company purchased property from Cosmo Esteem Sdn Bhd and, as payment, agreed to issue 11,065,513 Class A Ordinary Shares (post-consolidation) to Tan Chin Teong (a selling securityholder) at $4.44 per share, with an adjustment provision if the market price falls.
• On October 16, 2025, the company entered into a Master Loan Agreement and a Master Pledge Agreement with International Liquidity, LLC (ILP) (a selling securityholder) for a loan of USD$7,000,000, issuing 3,157,000 Class A Ordinary Shares as collateral.
• On December 1, 2025, the company entered into a Debt Settlement and Subscription Agreement with Aiden Lee Ping Wei to partially settle an outstanding bonus provision, issuing 635,000 Class A Ordinary Shares at $0.972 per share.
• On April 30, 2025, the company signed debt settlement agreements with Lim Hooi Beng (a prior director and shareholder) to settle $2,049,658 owing and a $3,450,000 bonus provision via the issuance of ordinary shares in two tranches.
• On April 30, 2025, the company signed a debt settlement agreement with Liu Yu (a prior shareholder) to settle $1,486,704 owing via cash payments and a severance/interest payment.
• ZhongHe Industries Sdn Bhd (ZHI), an entity owned by Mr. Lim Hooi Beng (a prior shareholder), provided commission processing services and leased office premises to the company; this agreement ended on June 30, 2024.
• Mr. Aw Jeen Rong (a prior director and shareholder) and Mr. Liu Yu (a prior shareholder) had loan agreements with the company for working capital purposes.

Stakeholder Impact

• Shareholders face significant dilution risk from the resale of 17.77 million shares (over 100% of current outstanding shares) by selling securityholders, which could lead to a substantial decline in share price.
• Shareholders are impacted by the delisting from Nasdaq to the OTC Pink Limited marketplace, resulting in reduced liquidity, potential greater price volatility, and limited access for certain institutional investors.
• Shareholders will not receive any cash dividends in the foreseeable future, as the company intends to retain future earnings for operations, expansion, and debt repayment.
• Employees may benefit from increased staff costs due to headcount and management compensation, but the company faces risks in attracting and retaining key technical talent, and business continuity risks due to lack of succession planning.
• Customers could benefit from the company's potential to offer higher quality, lower cost graphene and graphite products, but face risks from supply chain disruptions, production delays, and the company's inability to meet orders due to manufacturing issues or raw material shortages.
• Suppliers, particularly in the palm oil industry, are critical for the company's raw material supply, but the company is exposed to price volatility and supply chain issues, and delisting has led to tightened credit terms from certain suppliers.
• Creditors, including related parties, are exposed to the company's significant financial distress, negative working capital, and auditor's going concern doubt, which increases the risk associated with outstanding loans and payables.
• Regulatory bodies are actively involved due to the company's non-compliance with Nasdaq listing rules and SEC reporting requirements, leading to delisting and ongoing monitoring, which could result in further sanctions or investigations.

Next Steps

• Selling securityholders may offer and sell up to 17,772,578 Class A Ordinary Shares from time to time.
• The company expects to use any net proceeds from the exercise of warrants for general corporate purposes.
• Plans to strategically sample its products to leading multinational companies to gain market acceptance and facilitate procurement.
• Aims to displace high-cost suppliers with its competitively priced, eco-friendly alternatives.
• Working towards completing a production facility in Malaysia capable of producing sufficient graphite and graphene for Toyoda.
• Seeking a suitable location to open its first main manufacturing plant in Malaysia and considering building a plant in North America.
• Intends to differentiate itself from competitors based on quality, price, and sustainability, continuing to invest in R&D and build out its sales and marketing team.
• Progressively developing in-house technical talent and establishing long-term service contracts with equipment manufacturers.
• Will continue to monitor pricing and regulatory developments closely and recalibrate financial forecasts and operational strategies.
• The company appealed the Nasdaq delisting decision and submitted a formal appeal with an updated compliance plan on December 10, 2025, requesting review and provisional relisting.
• The company will be subject to a Mandatory Panel Monitor for a period of one year from September 24, 2025, regarding compliance with the Periodic Filing Rule.

Key Dates

Recommendation

The company faces severe financial distress, evidenced by substantial and increasing net losses, negative working capital, and an accumulated deficit. The independent auditor's 'going concern' doubt is a critical red flag. The delisting from Nasdaq to the OTC Pink market significantly reduces liquidity and investor confidence, making it difficult to raise capital and potentially leading to further share price depreciation. While the patented technology for sustainable graphene and graphite production is promising, the company has not yet achieved commercial sales of its primary products and faces numerous operational, supply chain, geopolitical, and regulatory risks. The potential for massive dilution from the resale of shares by selling securityholders (over 100% of current outstanding shares) and the incentive for these holders to sell at prices below the IPO price further exacerbate the negative outlook. The company's dependence on external funding at a pre-revenue stage, coupled with a challenging market and regulatory environment, suggests a high probability of continued financial struggles and significant risk to investor capital.

Keywords

Graphene, Graphite, Palm Kernel Shells, Biomass, EV Batteries, Energy Storage, Advanced Materials, SEC Filing, S-1, Delisting, OTC Markets, Malaysia, Sustainable Manufacturing, Intellectual Property, Financial Results, Going Concern