S-1/A: Graphjet Technology Faces Delisting Amidst Deepening Losses

Graphjet Technology, a graphene and graphite producer, is appealing a Nasdaq delisting while reporting significant net losses and negative working capital, despite patented biomass conversion technology.

Summary

• Graphjet Technology, a company focused on producing artificial graphene and graphite from palm kernel shells, is currently facing significant financial and operational challenges.
• The company's Class A Ordinary Shares were suspended from trading on Nasdaq on November 13, 2025, and now trade on the OTC Markets under GTIJF, with an appeal to Nasdaq ongoing.
• For the three months ended June 30, 2025, the company reported a net loss of approximately $21.5 million, a substantial increase from $2.0 million in the same period of 2024.
• For the nine months ended June 30, 2025, the net loss was approximately $22.8 million, up from $16.7 million in the prior year.
• The company generated its first revenues of $49,316 from selling side products in June 2025, but incurred a gross loss of $26,689 for the three and nine months ended June 30, 2025, due to low productivity and discounted sales of deteriorated side products.
• As of June 30, 2025, the company had a negative working capital of $15.7 million and an accumulated deficit of $48.6 million, raising substantial doubt about its ability to continue as a going concern.
• Graphjet holds patents for its palm-based synthetic graphite (approved September 22, 2022) and graphene (approved March 27, 2024) production methods.
• The company plans to strategically sample its products to leading multinational companies to gain market acceptance and displace high-cost suppliers.
• A significant number of Class A Ordinary Shares (up to 17,772,578) are being registered for resale by selling securityholders, representing more than 100% of the total outstanding shares as of December 22, 2025, which could lead to further share price decline.
• The company secured a production facility in Kampung Baru Subang, Selangor State, Central Malaysia, in July 2023, with production commencing in August 2025.
• Graphjet plans to build a commercial artificial graphite production facility in Nevada, capable of recycling up to 30,000 metric tons of palm kernel shells to produce up to 10,000 metric tons of battery-grade artificial graphite per year, supporting over 100,000 EVs annually.
• A Master Loan Agreement dated October 16, 2025, with International Liquidity, LLC (ILP) provides a $7,000,000 loan, collateralized by 3,157,000 Class A Ordinary Shares, subject to shareholder approval.
• Aiden Lee Ping Wei, a significant shareholder, purchased 20,000,000 warrants (adjusted to 333,334 post-consolidation) to purchase up to 200,000,000 Class A ordinary shares (adjusted to 3,333,340 post-consolidation) at an exercise price of $0.055 (adjusted to $3.30 post-consolidation) on May 15, 2025, for a total purchase price of $200,000.

Sentiment

Score: 2

Explanation: The company faces severe financial distress, evidenced by significant net losses, negative working capital, and an accumulated deficit, leading to a Nasdaq delisting. While it possesses patented technology and ambitious growth plans, its pre-revenue status for core products, reliance on external funding, and numerous operational and geopolitical risks create substantial uncertainty about its ability to continue as a going concern. The large volume of shares registered for resale by existing securityholders also poses a significant overhang on the stock price.

Positives

• Owns state-of-the-art patented technology for manufacturing artificial graphene and graphite from palm kernel shells, a sustainable and abundant waste product.
• Claims to be the only producer capable of mass-scale production of graphite and graphene using sustainable biomass sources.
• Expects to produce higher quality products at a significantly lower cost than competitors using mined or petroleum-based graphite.
• Has a supply agreement with Toyoda for $30 million annually for graphite and graphene for carbon-neutral mobility products.
• Plans to build a commercial artificial graphite production facility in Nevada, capable of supporting over 100,000 electric vehicles per year.
• Collaborates with prestigious institutions like the National University of Malaysia (UKM), University Teknikal Malaysia Melaka (UTEM), and is a member of MIT's Industrial Liaison Program for R&D.
• Successfully completed a fundraising exercise of approximately $1.0 million (MYR 4.4 million) net proceeds from new external shareholders on November 1, 2024.
• Management believes they will have sufficient working capital for the next 12 months.

Negatives

• Delisted from Nasdaq on November 13, 2025, and now trades on the OTC Markets, potentially limiting liquidity and investor demand.
• Reported a net loss of $21.5 million for the three months ended June 30, 2025, a 965.2% increase from the prior year.
• Reported a net loss of $22.8 million for the nine months ended June 30, 2025, a 36.4% increase from the prior year.
• Has an accumulated deficit of $48.6 million and negative working capital of $15.7 million as of June 30, 2025, raising substantial doubt about its ability to continue as a going concern.
• Has not commenced commercial sales of its primary products (graphene and graphite) and generated only $49,316 in revenue from selling side products, resulting in a gross loss of $26,689 for the three and nine months ended June 30, 2025.
• The $30 million annual supply agreement with Toyoda did not generate any revenue in 2023 due to China's export controls.
• The resale of up to 17,772,578 Class A Ordinary Shares by selling securityholders represents more than 100% of outstanding shares, which could cause a significant decline in the public trading price.
• Some selling securityholders acquired shares at prices considerably below the current market price, creating an incentive to sell and potentially profit from public investors.
• The company is dependent on the palm oil industry for raw materials, which are subject to price volatility and supply chain issues.
• China's expanded export controls on artificial graphite anode materials and related technology add supply chain and regulatory risk.
• The company faces risks related to international instability, war, terrorism, and geopolitical events affecting supply chains and financing.
• Significant operational halts in the industry by major players like LG and GM due to raw material shortages highlight supply chain fragility.
• The company's ability to raise additional capital may be limited due to trading on OTC Pink Limited.
• The company has a very limited operating history, making it difficult to evaluate future success and predict revenue.
• Identified a material weakness in internal control over financial reporting.
• The company is dependent on external funding at its pre-revenue stage, and delays in securing financing may postpone production and customer qualification.
• Loss of key technical personnel could disrupt operations and technology development.

Risks

• Business and growth strategy depend on the ability to maintain and expand a network of qualified providers.
• Intense competition in the graphene and graphite industry could limit market share.
• Inability to develop and release new products and meet demands could adversely affect the business.
• Security breaches, data loss, and other disruptions could compromise sensitive information and expose the company to liability.
• Failure to maintain and enforce intellectual property protection for technology and methods could allow competitors to commercialize similar technology.
• Potential future litigation or regulatory investigations could harm the business.
• Acquisitions, joint ventures, or other investments could negatively affect operating results, dilute shareholder ownership, increase debt, or incur significant expenses.
• Vulnerability to severe weather conditions, natural disasters, power outages, and other industrial incidents.
• Conducts business in a heavily regulated industry; failure to comply with laws and regulations or changes in them could result in penalties or operational changes.
• Uncertainty regarding the achievement of strategic initiatives, including manufacturing plant construction, and the availability of financing on favorable terms.
• Dependence on commodity prices and the impact of inflation on costs.
• Risks of obtaining necessary permits for operations.
• Difficult and unpredictable legal systems and underdeveloped laws/regulations in many countries, especially in Asia, which may adversely impact financial results.
• Substantial inflationary pressures in Asian economies could lead to decreased profitability.
• Dependence on talent and contractors; inability to hire, integrate, develop, motivate, and retain personnel could harm growth.
• Operational policies, investment guidelines, and business strategies may change without stockholder consent, leading to different and more significant risks.
• As an emerging growth company, reduced disclosure and governance requirements may make securities less attractive to investors.
• Joint venture investments could be adversely affected by lack of sole decision-making authority, reliance on co-ventures' financial conditions, and disputes.
• The market for securities has been volatile and may continue to be volatile, affecting liquidity and price.
• Subject to financial reporting and other public company requirements for which accounting and management systems may not be adequately prepared.
• Delisted from Nasdaq; 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 the ability to continue as a going concern.
• Risks related to the proposed graphene/graphite manufacturing business, including unanticipated liabilities, need for additional capital, and competition.
• Inability to produce graphene or graphite with commercial characteristics or attract sufficient customers.
• Unlikely to enter into long-term contracts with customers, leading to sales fluctuations and financial performance uncertainties.
• Need for continuous investment in research and development and significant resources for commercializing new products.
• Limited capital makes the company vulnerable to significant losses from manufacturing risks (environmental hazards, industrial accidents, equipment breakdown, obsolescence).
• Risks of relationships with third parties for commercialization, sales, and marketing.
• Failure to protect intellectual property rights may undermine competitive position, and litigation can be costly.
• Need to defend against claims of infringing, misappropriating, or violating others' intellectual property rights.
• Dependence on third parties for 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 are subject to hazards (explosions, fires, natural disasters, industrial accidents, human error, terrorist activities) which could result 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, affecting supply chains and financing.
• Future success depends on the ability to increase production capacity, which is subject to risks like delays, cost overruns, government approvals, equipment issues, and labor shortages.
• Failure to manage growth effectively could harm business and operating results.
• Inability to attract and retain key employees and qualified management, technical, engineering, and sales personnel.
• Future litigation or administrative proceedings could have a material adverse effect.
• Cyber-attacks or other failures in telecommunications or IT systems could result in information theft, data corruption, and business disruption.
• Dependent on the palm oil industry for raw material availability, subject to price volatility and supply chain issues.
• Customer and border control issues between Malaysia and China have disrupted raw material supply chains and trade.
• US-China trade war and China banning graphite exports impact global supply chains and sourcing.
• Geopolitical tensions and policy shifts affect trade relations, market access, and raw material availability.
• Competition in the graphene and graphite industry is fierce, based on market acceptance, material differentiation, quality, delivery reliability, and customer service.
• Regulatory environment for graphene and graphite is evolving, and compliance is costly.
• Impact of U.S. government shutdown or disruptions on access to international capital and regulatory processing.
• Qualification process for products by prospective customers is rigorous and lengthy (12-18 months).
• Political and regulatory risks for green energy policies, including inconsistent government support and changes in subsidies/incentives.
• Strict and evolving environmental regulations add complexity and cost to operations.
• Semiconductor industry slowdown has a domino effect on industries reliant on high-tech components, potentially reducing demand for Graphjet's materials.
• Raw material shortages have led major players like Posco and Samsung SDI to scale back operations.
• China's dominance over raw materials supply chains influences global market pricing and supply continuity.
• Challenges in developing direct relationships with EV battery manufacturers due to competitive pressures and economic uncertainties.
• Government disruptions and ceased operations by industry leaders due to raw material shortages.
• Global supply chain vulnerabilities can significantly disrupt the availability of raw materials essential for graphite and graphene production.
• Investor sentiment and market stability are affected by political uncertainty.
• Increased regulatory burdens from new political leadership.
• Potential changes in SEC global cooperation stance and enforcement priorities.
• Removal of China's export restrictions could flood the market with cheaper graphite/graphene, leading to price volatility and margin pressures.
• Market saturation if China lifts export restrictions.
• Business continuity risk without cross-functional backups or succession plans.
• Technology transfer and training gaps, leading to reliance on external consultants.
• Foreign currency exchange rate fluctuations (MYR, USD, CNY) affect import costs and profit margins.
• Challenges in sourcing highly specialized equipment and spare parts from limited global suppliers.
• Challenges in machinery maintenance and repair due to lack of local expertise, requiring overseas technicians and causing downtime.
• Material wastage during the research and development stage.
• Limited exposure to investor and capital markets constrains funding opportunities.
• Profitability depends on operational stability and efficiency of proprietary technology.
• Changes in environmental laws, waste disposal standards, or carbon emission policies could require additional investment.
• Global demand for graphite and graphene is linked to EV, renewable energy storage, and semiconductor industries; slowdowns in these sectors could influence sales.
• Reliance on a skilled and stable workforce; shortages or turnover could affect productivity.
• Dependence on external funding at the pre-revenue stage.

Future Outlook

The company aims to become a global leader in high-quality graphene and graphite production, leveraging its patented bio-mass conversion technology from palm kernel shells to offer superior products at lower costs than conventional methods. It plans to strategically sample products to multinational companies to gain market acceptance and displace high-cost suppliers. Future growth depends on penetrating new markets, expanding current markets, and introducing quality products that achieve market acceptance. The company intends to construct additional manufacturing plants in Malaysia and potentially North America to work with EV automakers. However, the company acknowledges significant uncertainties, including achieving strategic initiatives, securing financing on favorable terms, and navigating competitive and regulatory challenges.

Management Comments

• "The Purchaser understands and accepts that the purchase of the Warrants involves a high degree of risk and that such purchase should be considered only by persons who can bear the risk of the loss of their entire investment."
• "We believe it is the only producer currently capable of using biomass to produce graphite and graphene in mass production scale."
• "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."
• "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's ultimate goal is to displace high-cost suppliers with its competitively priced, eco-friendly alternatives."
• "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."
• "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."
• "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."
• "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."
• "Graphjet management projects the capacity for graphite and graphene will be approximately 10,000 to 50,000 tons and 60 to 200 tons per annum, respectively."
• "The Company prioritizes workforce training, retention programs, and occupational safety standards to mitigate these risks."
• "Ensuring stable funding access remains critical until commercial production and revenue generation reach a self-sustaining level."

Industry Context

The global graphite market is projected to grow at a CAGR of 15.1% to $36.40 billion by 2030, driven by lithium-ion battery demand, especially from the EV industry. The global graphene market is expected to grow even faster at a CAGR of 24.0% to $8.58 billion by 2031, with applications in 5G networks, flexible electronics, and energy storage. China currently dominates natural graphite production (79% of global total in 2020) and almost all midstream processing. Recent Chinese export controls on graphite have caused supply chain disruptions and price volatility, creating a desire for diversification in graphite production, particularly in light of initiatives like the U.S. Inflation Reduction Act. Graphjet aims to capitalize on this by offering a sustainable, lower-cost, and higher-quality alternative to traditional coal/petroleum-based or mined graphite, using palm kernel shells. However, the industry faces challenges from geopolitical tensions, raw material shortages (affecting major players like LG and GM), and the slowdown in the semiconductor industry, which could impact demand for high-tech components.

Comparison to Industry Standards

• Graphjet Technology 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.
• Graphjet's patented technology transforms palm kernel shells into artificial graphene and graphite, significantly reducing carbon emissions, achieving up to an 83% reduction in carbon footprint and up to an 80% reduction in production costs compared to conventional methods.
• The market cost of a ton of natural graphite ranges between $8,000 and $11,000, while artificial graphite from coal/crude oil is approximately $20,000 per ton. Graphjet's proven technology produces graphite at a cost of approximately $4,500 per ton, making it significantly cheaper.
• At an acceptable purity level, the market price of graphene ranges from $167 to $450 per gram. Graphjet claims it can produce higher quality graphene at about 80-90% less than the current market price.
• Graphjet's graphene is produced at a higher purity level (in excess of 99.99%) and with more consistent physical and chemical properties than graphene produced from natural graphite.
• The company's planned Nevada facility aims to produce up to 10,000 metric tons of battery-grade artificial graphite per year, capable of supporting enough batteries for over 100,000 electric vehicles annually, addressing a critical supply gap where over 70% of EV graphite is currently sourced from China.

Management Changes

Corporate Governance

Legal Proceedings

• The company may be involved in legal proceedings, administrative proceedings, claims, and other litigation that arise in the ordinary course of business.
• As products are new, the company may need to seek amendments to existing regulations or creation of new regulations in some jurisdictions, which could expose it to subsequent litigation.
• Shareholders have filed dozens of nuisance claims alleging misleading disclosures in proxy statements soliciting shareholder approval of de-SPAC merger transactions, frequently brought under Section 14 of the Securities Exchange Act of 1934 and SEC Rule 14a-9.
• The company settled one such lawsuit and owes the plaintiffs' counsel a de minimus mootness fee.
• Unfavorable outcomes or developments in proceedings could have a material adverse effect on business, financial condition, and results of operations.
• Any litigation or claims, whether or not valid, could harm the company's reputation, result in substantial costs, and divert resources and management attention.

Related Party Transactions

• Warrant Subscription Agreement (May 15, 2025): Graphjet Technology issued 20,000,000 warrants (pre-consolidation, adjusted to 333,334 post-consolidation) to Aiden Lee Ping Wei to purchase up to 200,000,000 Class A ordinary shares (adjusted to 3,333,340 post-consolidation) at an exercise price of $0.055 (adjusted to $3.30 post-consolidation) for a total purchase price of $200,000. Aiden Lee Ping Wei owned 48.5% of the company's ordinary shares as of June 30, 2025.
• Loans from Aiden Lee Ping Wei (May and June 2025): The company entered into five unsecured loan agreements with Mr. Lee Ping Wei for working capital, totaling $498,516 as of June 30, 2025, bearing 15% interest per annum and due on demand.
• Debt Settlement and Subscription Agreement with Yasuka Infinity SDN BHD (August 14, 2025): Settled a debt of $21,129.80 by issuing 3,261 post-Share Consolidation ordinary shares at $6.48 per share.
• Debt Settlement and Subscription Agreement with Goh Meng Keong (August 14, 2025): Settled a debt of $553,201.33 by issuing 185,000 post-Share Consolidation ordinary shares at $3 per share.
• Sale and Purchase Agreement with Cosmo Esteem SDN BHD (August 19, 2025): The company's subsidiary purchased property from Cosmo Esteem SDN BHD. Payment was made by issuing 97,462,455 ordinary shares (pre-consolidation, adjusted to 1,624,375 post-consolidation) to Tan Chin Teong at $0.074 per share (adjusted to $4.44 post-consolidation). An adjustment provision exists if the market price falls below the issue price, leading to an increase to 11,593,977 shares issuable. As of the filing date, 528,464 shares have been issued to Tan Chin Teong, with 11,065,513 remaining subject to shareholder approval. Tan Chin Teong transferred 500,000 of his shares to third parties on September 5 and 9, 2025.
• Master Loan Agreement and Master Pledge Agreement with International Liquidity, LLC (ILP) (October 16, 2025): The company will issue 3,157,000 Class A Ordinary Shares as collateral for a $7,000,000 loan from ILP, subject to shareholder approval.
• Debt Settlement and Subscription Agreement with Aiden Lee Ping Wei (December 1, 2025): Partially settled an outstanding bonus provision by issuing 635,000 Class A Ordinary Shares at $0.972 per share, totaling $617,220.
• Loans from Mr. Aw Jeen Rong (August 4, 2024, August 15, 2024, October 25, 2024): Unsecured, fixed-term, interest-free loans for working capital, totaling $299,110 as of June 30, 2025. Mr. Aw Jeen Rong was a prior shareholder.
• Loans from Mr. Liu Yu (September 4, 2024, November 5, 2024): Unsecured, fixed-term, interest-free loans for working capital, totaling $152,308 as of June 30, 2025. Mr. Liu Yu was a prior shareholder.
• Payables to prior shareholders (Lim Hooi Beng and Aw Jeen Rong): As of June 30, 2025, $3,003,003 was owed to Lim Hooi Beng and $7,122 to Aw Jeen Rong. Debt settlement agreements were signed with Lim Hooi Beng on April 30, 2025, to settle $2,049,658 owing and $3,450,000 bonus provision via issuance of ordinary shares in two tranches.
• Compensation payable to a prior shareholder (Liu Yu): As of June 30, 2025, $1,250,459 was outstanding. A debt settlement agreement was signed on April 30, 2025, to settle approximately $1.5 million via cash payments and a severance/interest payment.
• ZhongHe Industries Sdn Bhd (ZHI): An entity owned by Mr. Lim Hooi Beng (20% ownership as of Sep 30, 2024). The company had a Contract of Commission Processing with ZHI which ended June 30, 2024, and a Tenancy Agreement for office premises.

Stakeholder Impact

• Shareholders: Significant dilution risk due to the large number of shares registered for resale (over 100% of outstanding shares) and potential future equity issuances. The Nasdaq delisting and subsequent trading on OTC Pink Limited will likely reduce liquidity and make it difficult to sell shares at a favorable price, potentially leading to greater price volatility. Existing shareholders may experience a decline in share value.
• Employees: The company's ability to attract and retain key employees and qualified personnel is crucial for growth, and failure to do so could harm the business. The bonus plan for senior management indicates efforts to incentivize key personnel.
• Customers: Potential customers may face delays in product qualification (12-18 months) and supply chain disruptions due to geopolitical events and export controls. The company aims to displace high-cost suppliers with competitively priced, eco-friendly alternatives, which could benefit customers in the long term if successful.
• Suppliers: The company's dependence on the palm oil industry for raw materials exposes it to price volatility and supply chain issues. Tightened credit terms due to delisting could impact procurement timelines.
• Creditors: The company's significant net losses, accumulated deficit, and negative working capital raise substantial doubt about its ability to continue as a going concern, posing a risk to creditors. The Master Loan Agreement with ILP involves collateral, which mitigates some risk for that specific lender.
• Regulatory Bodies: The company is under a one-year Mandatory Panel Monitor by Nasdaq, indicating heightened scrutiny and potential for further delisting if compliance issues recur. The company's operations are subject to numerous health, safety, and environmental regulations in Malaysia, requiring continuous compliance.

Next Steps

• Continue appeal to the Nasdaq Listing and Hearing Review Council to reverse the delisting decision and seek provisional relisting.
• Complete and present a detailed, evidence-based compliance plan to Nasdaq by December 10, 2025 (already submitted).
• Regain compliance with Nasdaq Listing Rule 5450(a)(1) (Bid Price Rule) on or before August 29, 2025 (already regained compliance as of Sep 24, 2025).
• Regain compliance with Nasdaq Listing Rule 5450(c)(1) (Periodic Filing Rule) on or before September 15, 2025 (already regained compliance as of Sep 24, 2025).
• Provide Nasdaq with an update regarding fundraising plans on or before September 30, 2025 (already provided).
• Address non-compliance with Nasdaq Listing Rule 5450(b)(2)(C) (MVPHS Requirement) and 5450(b)(2)(A) (MVLS Rule).
• Strategically sample products to leading multinational companies to gain market acceptance and facilitate procurement.
• Work towards completing a production facility in Malaysia capable of producing sufficient graphite and graphene to fulfill the Toyoda supply agreement.
• Construct additional manufacturing plants in Malaysia and potentially a commercial artificial graphite production facility in Nevada.
• Develop in-house technical talent and establish long-term service contracts with equipment manufacturers to address machinery maintenance challenges.
• Optimize production processes and improve product quality during the R&D phase.
• Seek shareholder approval for the issuance of 11,065,513 Class A Ordinary Shares to Tan Chin Teong and 3,157,000 Class A Ordinary Shares to International Liquidity, LLC, as required by Nasdaq Listing Rule 5635(d).
• File a registration statement on Form F-1 covering the resale of shares by subscribers of debt settlement agreements (Yasuka Infinity, Goh Meng Keong).
• 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.
• Continue to monitor graphite pricing and regulatory developments and recalibrate financial forecasts and operational strategies.
• Actively monitor MVPHS and evaluate options to resolve deficiencies and regain compliance with Nasdaq listing standards.
• Diversify sourcing strategy to mitigate risks associated with the US-China trade war and China's export restrictions.

Key Dates

Recommendation

Graphjet Technology presents a high-risk investment profile. The company is in a precarious financial position, evidenced by substantial net losses, a significant accumulated deficit, and negative working capital, leading its independent auditors to express "substantial doubt about its ability to continue as a going concern." The recent delisting from Nasdaq to the OTC Markets severely impacts liquidity and investor confidence. While the company possesses patented technology for sustainable graphene and graphite production and has ambitious plans, it is currently pre-revenue for its core products, relying heavily on external funding. The registration of over 100% of its outstanding shares for resale by existing securityholders creates a massive overhang, likely to depress the stock price further. Operational challenges, geopolitical risks, and a lengthy product qualification process add to the uncertainty. Given the severe financial distress, regulatory non-compliance history, and significant dilution risk, a "strong sell" recommendation is warranted for investors.

Keywords

Graphene, Graphite, Palm kernel shells, Biomass conversion, Sustainable materials, EV batteries, Energy storage, Advanced manufacturing, SEC filing, Nasdaq delisting, Financial performance, Risk factors, Intellectual property, Malaysia, Nevada plant, Capital raise, Related party transactions, Supply chain, Geopolitical risk