GTI
Graphjet Technology
NASDAQ
S-1/A: Graphjet Technology Files Amendment No. 1 to Form S-1 for Primary and Secondary Offerings
Sentiment:
S-1/A Filing
19 July 2024 4:16 PM
Graphjet Technology has filed an amendment to its Form S-1 registration statement for a primary offering of Class A Ordinary Shares and a secondary offering of Class A Ordinary Shares and Warrants.
Worse than expected
The current market price of the Class A Ordinary Shares is significantly below the exercise price of the warrants.
The current market price is significantly below the price at the time of the Company's initial public offering.
Capital raise
The document details a primary offering of up to 12,028,075 Class A Ordinary Shares, including shares issuable upon exercise of Public and Sponsor Warrants.
The company expects to continue efforts to raise additional capital to support its long-term business objectives.
Summary
- Graphjet Technology has filed Amendment No. 1 to its Form S-1 registration statement with the SEC.
- The filing covers a primary offering of up to 12,028,075 Class A Ordinary Shares, including shares issuable upon exercise of Public and Sponsor Warrants.
- It also includes a secondary offering of up to 108,848,493 Class A Ordinary Shares and up to 528,075 Warrants by selling securityholders.
- The primary offering will generate proceeds for Graphjet Technology only upon cash exercise of the Warrants at $11.50 per share.
- The selling securityholders will receive all proceeds from the sale of their shares and warrants.
- The company's Class A Ordinary Shares are listed on the NASDAQ under the symbol GTI, and its Public Warrants are listed on the OTC under the symbol GTIW.
- As of July 19, 2024, there were 146,741,306 Class A Ordinary Shares outstanding.
- The number of shares being registered in this prospectus represents approximately 82.4% of the total Class A Ordinary Shares outstanding as of July 19, 2024.
- The company is an emerging growth company and is subject to reduced public company reporting requirements.
Sentiment
Score: 4
Explanation: The document presents a mixed sentiment. While it highlights the potential for proceeds from warrant exercises and the company's innovative technology, it also acknowledges risks related to market conditions, potential price declines, and the need for additional capital.
Highlights
- Graphjet Technology has filed an amended registration statement for primary and secondary offerings.
- The primary offering includes up to 12,028,075 Class A Ordinary Shares, with proceeds going to the company only upon cash exercise of warrants at $11.50 per share.
- The secondary offering involves up to 108,848,493 Class A Ordinary Shares and 528,075 Warrants held by selling securityholders.
- The number of shares being registered in this prospectus represents approximately 82.4% of the total Class A Ordinary Shares outstanding as of July 19, 2024.
- The closing price of Graphjet Technology's Class A Ordinary Shares was $4.30 on July 18, 2024.
- The company is an emerging growth company, which allows for reduced reporting requirements.
Positives
- The registration statement allows the company to potentially receive proceeds from the exercise of warrants.
- The registration statement allows selling securityholders to sell their shares.
- The company's Class A Ordinary Shares are listed on the NASDAQ under the symbol GTI, and its Public Warrants are listed on the OTC under the symbol GTIW.
Negatives
- The company will not receive any proceeds from the sale of shares or warrants by the selling securityholders.
- The exercise of warrants is dependent on the market price of the Class A Ordinary Shares exceeding $11.50.
- The sale of a substantial percentage of the company's outstanding shares could result in a significant decline in the public trading price.
- Certain selling securityholders have an incentive to sell because they will still profit on sales due to the lower price at which they acquired their shares as compared to the public investors.
Risks
- The exercise of warrants is dependent on the market price of the Class A Ordinary Shares exceeding $11.50.
- The sale of a substantial percentage of the company's outstanding shares could result in a significant decline in the public trading price.
- Certain selling securityholders have an incentive to sell because they will still profit on sales due to the lower price at which they acquired their shares as compared to the public investors.
- There is no guarantee that the Warrants will be in the money, and they may expire worthless.
Future Outlook
The Company expects to continue efforts to raise additional capital to support its long-term business objectives.
Industry Context
The document relates to the market for artificial graphene and graphite, which are critical raw materials used in a variety of industries.
Comparison to Industry Standards
- The document does not contain enough information to make a detailed comparison to industry standards.
- However, the document does mention that the company believes it is the only producer currently capable of using biomass to produce graphite and graphene in mass production scale.
- The document also mentions that the company'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 bases or petroleum-based production.
Stakeholder Impact
- The sale of a substantial percentage of the company's outstanding shares could result in a significant decline in the public trading price, negatively impacting shareholders.
- The company's ability to raise additional financing may be affected by the market's perception of the offering.
Next Steps
- The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices.
- The company intends to seek to go effective on the registration statement of which this prospectus forms a part as soon as possible.
Key Dates
- August 6, 2021: Graphjet Technology incorporated in the Cayman Islands.
- November 18, 2021: Graphjet Technology completed its initial public offering.
- September 22, 2022: Graphjet Technology received approval for its patent application for a palm-based synthetic graphite and the preparation method thereof.
- January 10, 2024: Amended and restated PIPE Investment Purchase Agreement date.
- February 7, 2024: Graphjet Technology's final prospectus and definitive proxy statement filed with the SEC.
- February 28, 2024: Extraordinary general meeting of the shareholders of Energem held.
- March 14, 2024: Energem completed the Business Combination with Graphjet Technology Sdn. Bhd.
- July 18, 2024: The closing price of Class A Ordinary Shares was $4.30 per share.
- July 19, 2024: Date of this prospectus.
Keywords
Class A Ordinary Shares, Warrants, Primary Offering, Secondary Offering, Registration Statement, Graphjet Technology, Selling Securityholders, Energem, Business Combination, GTI, GTIW
GTI
Graphjet Technology
NASDAQ
Sector: TBD
Filings with Classifications
Capital raise
30 April 2025 4:01 PM
8-K Filing
- The document mentions the risk that Graphjet will need to raise additional capital to execute its business plans.
- It also notes that such capital may not be available on acceptable terms or at all.
Worse than expected
30 April 2025 4:01 PM
8-K Filing
- The company received a delisting notice from Nasdaq due to its market value falling below the required threshold.
Worse than expected
6 March 2025 9:30 PM
8-K Filing
- The company received notices from Nasdaq for failing to meet listing requirements due to delayed financial filings and a low market value.
Delay expected
6 March 2025 9:30 PM
8-K Filing
- The company delayed filing its Quarterly Report on Form 10-K for the period ended September 30, 2024.
- The company delayed filing its Annual Report on Form 10-Q for the period ended December 31, 2024.
Capital raise
6 March 2025 9:30 PM
8-K Filing
- The company may need to raise additional capital to execute its business plans.
- There is a risk that additional capital may not be available on acceptable terms or at all.
Worse than expected
27 February 2025 9:30 PM
8-K Filing
- The company received a delisting notice from NASDAQ due to the share price falling below $1 for 32 consecutive days.
Worse than expected
14 January 2025 6:03 PM
SEC Form 4
- The complete divestment by a 10% owner is generally viewed negatively by the market.
Worse than expected
10 January 2025 7:25 PM
SEC Form 4
- The sale of a large number of shares by a major shareholder is generally viewed negatively by the market.
Worse than expected
8 January 2025 5:03 PM
SEC Form 4 Filing
- A major shareholder selling a significant number of shares is generally viewed negatively by the market.
Worse than expected
8 January 2025 4:30 PM
Director Resignation Announcement
- The resignation of three directors, including an executive and two independent members, is a negative development that could impact investor confidence.
Worse than expected
6 January 2025 2:23 PM
SEC Form 4
- The sale of shares by a major shareholder is generally viewed negatively by the market.
Worse than expected
30 December 2024 1:14 PM
SEC Form 4 Filing
- The document indicates that a major shareholder is selling a significant portion of their shares, which is generally considered a negative signal.
Worse than expected
20 December 2024 7:25 PM
SEC Form 4 Filing
- The significant sale of shares by a major shareholder is generally viewed negatively by the market.
- The decreasing weighted average sale price over the three days suggests a lack of confidence in the stock.
Worse than expected
17 December 2024 5:15 PM
SEC Form 4
- The sale of a significant number of shares by a major shareholder is generally viewed negatively by the market.
Capital raise
5 December 2024 5:27 PM
Personnel Change Announcement
- The document mentions the risk that Graphjet will need to raise additional capital to execute its business plans.
- It also states that this capital may not be available on acceptable terms or at all.
Worse than expected
1 November 2024 4:06 PM
S-1/A Filing
- The company has incurred significant losses and has not recorded any revenue to date.
- The company's auditor has expressed substantial doubt about its ability to continue as a going concern.
- The company's current liabilities exceed its current assets.
Delay expected
1 November 2024 4:06 PM
S-1/A Filing
- The document mentions that the company was unable to export graphite from China in 2023, therefore it did not produce any revenue pursuant to the supply agreement in 2023.
- The document states that Graphjet expects to open its first manufacturing plant in the first quarter of fiscal year 2025.
Capital raise
1 November 2024 4:06 PM
S-1/A Filing
- The document details a best efforts offering of 718,390 Class A Ordinary Shares at $2.088 per share.
- The company aims to raise approximately $1,450,000, after deducting estimated expenses of $50,000, for working capital and general corporate purposes.
Capital raise
25 October 2024 4:46 PM
S-1/A Filing
- The filing pertains to the offer and sale of Class A Ordinary Shares, with no minimum offering amount.
- The offering is a best efforts offering, with officers and directors using their best efforts to sell the shares at a fixed price of $ per share for 180 days.
- Proceeds from the sale will be used for working capital and general corporate purposes.
Worse than expected
25 October 2024 4:46 PM
S-1/A Filing
- The company's auditor has expressed substantial doubt about its ability to continue as a going concern.
- The company has a limited operating history and has not recorded any revenue since inception.
- The company faces intense competition in the graphene and graphite industry.
Delay expected
25 October 2024 4:46 PM
S-1/A Filing
- Currently, Graphjet Technology believes its first production from this plant will be in the first quarter of fiscal year 2025.
- We were unable to export graphite from China in 2023, therefore we did not produce any revenue pursuant to the supply agreement in 2023.
Capital raise
3 October 2024 4:28 PM
Registration Statement
- Graphjet Technology is conducting a best efforts offering to sell Class A Ordinary Shares to raise up to $1.5 million.
- The offering price is fixed at $ per share, and the offering period is 180 days after the effective date of the registration statement.
- The company intends to use the proceeds for working capital and general corporate purposes.
Worse than expected
3 October 2024 4:28 PM
Registration Statement
- The company has a very limited operating history, which may make it difficult for investors to evaluate the success of its business.
- The company's independent registered public accounting firm's report contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a going concern.
Delay expected
3 October 2024 4:28 PM
Registration Statement
- Graphjet Technology believes its first production from its manufacturing plant in Kuantan will be in the first quarter of fiscal year 2025.
Worse than expected
28 August 2024 5:30 PM
S-1/A Filing
- The Public Warrants and the Sponsor Warrants are out of the money, which means that the trading price of the Class A Ordinary Shares underlying the Warrants is below the $11.50 exercise price of the Warrants.
- The sale of the securities being registered in this prospectus, or the perception in the market that such sales may occur, could result in a significant decline in the public trading price of our Class A Ordinary Shares.
Worse than expected
27 August 2024 4:15 PM
Current Report
- The resignation of the auditor and the going concern note in the audit report are both negative indicators.
Capital raise
12 August 2024 4:15 PM
Quarterly Report
- The company states that it may seek to raise additional funds through equity and debt financing or from other sources.
- The company acknowledges that its future is dependent upon its ability to obtain financing to continue operations and attain profitable operations.
- The company's auditor has expressed substantial doubt about the company's ability to continue as a going concern, which may make it more difficult to attract investors.
Delay expected
12 August 2024 4:15 PM
Quarterly Report
- The company has deferred its plans to open a manufacturing plant in Kuantan, Malaysia.
- The company's production start date has been delayed to late August 2024.
Worse than expected
12 August 2024 4:15 PM
Quarterly Report
- The company's net loss of $14.157 million for the nine months ended June 30, 2024, is significantly worse than the $1.429 million loss for the same period in 2023.
- The company's general and administrative expenses have increased substantially, indicating higher operational costs.
- The company's current liabilities exceed its current assets by $2.054 million, raising concerns about its financial stability.
Capital raise
19 July 2024 4:16 PM
S-1/A Filing
- The document details a primary offering of up to 12,028,075 Class A Ordinary Shares, including shares issuable upon exercise of Public and Sponsor Warrants.
- The company expects to continue efforts to raise additional capital to support its long-term business objectives.
Worse than expected
19 July 2024 4:16 PM
S-1/A Filing
- The current market price of the Class A Ordinary Shares is significantly below the exercise price of the warrants.
- The current market price is significantly below the price at the time of the Company's initial public offering.
Capital raise
25 June 2024 4:06 PM
Registration Statement
- The filing covers a primary offering of up to 12,028,075 Class A Ordinary Shares, including shares issuable upon exercise of public and sponsor warrants.
- It also includes a secondary offering for the resale of up to 108,848,493 Class A Ordinary Shares and 528,075 warrants by selling securityholders.
- The primary offering could generate up to approximately $138.3 million if all warrants are exercised for cash.
Worse than expected
25 June 2024 4:06 PM
Registration Statement
- The company has not had any sales of its products to date.
- The company's Public Warrants and the Sponsor Warrants are out of the money, which means that the trading price of the Class A Ordinary Shares underlying the Warrants is below the $11.50 exercise price of the Warrants.
Delay expected
25 June 2024 4:06 PM
Registration Statement
- We were unable to export graphite from China in 2023, therefore we did not produce any revenue pursuant to the supply agreement in 2023.
Capital raise
18 June 2024 8:24 PM
Quarterly Report
- The company may seek to raise additional funds through equity and debt financing or from other sources.
- The company's future is dependent upon its ability to obtain financing to continue operations and attain profitable operations.
Worse than expected
18 June 2024 8:24 PM
Quarterly Report
- The company reported a significant net loss of $11.594 million for the quarter, which is a substantial increase compared to the previous year.
- The company's general and administrative expenses have increased significantly, indicating higher operating costs.
- The company's auditor has expressed substantial doubt about the company's ability to continue as a going concern, which is a major concern.
Worse than expected
4 June 2024 4:16 PM
8-K Filing
- The company failed to file its quarterly report on time, resulting in a delinquency notice from Nasdaq, which is worse than expected.
Delay expected
4 June 2024 4:16 PM
8-K Filing
- The company's quarterly report for the period ended March 31, 2024, was not filed on time, leading to the Nasdaq delinquency notice.
Better than expected
2 April 2024 5:24 PM
Investor Presentation
- The company's production costs are significantly lower than industry standards.
- The company's carbon footprint is significantly lower than industry standards.
- The company's use of a renewable waste product is a significant advantage.
Capital raise
2 April 2024 5:24 PM
Investor Presentation
- The new manufacturing facility is subject to capital funds being raised.
Capital raise
20 March 2024 5:03 PM
Merger Announcement
- The document mentions a private financing (PIPE) that raised $2.5 million.
- The document also indicates that the company may need to raise additional capital in the future to execute its business plans.
Better than expected
4 March 2024 12:30 PM
Press Release
- The company is accelerating its production timeline, expecting commissioning by Q2 2024 and revenue generation in 2024, which is faster than previously anticipated.
Delay expected
20 February 2024 3:30 PM
Meeting Postponement Announcement
- The extraordinary general meeting of shareholders has been delayed from February 23, 2024, to February 28, 2024.
Delay expected
20 February 2024 9:00 AM
Material Definitive Agreement Update
- The document details a delay in the business combination deadline from February 18, 2024 to August 18, 2024.
Delay expected
23 January 2024 3:52 PM
Current Report
- The business combination deadline has been extended to February 18, 2024.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.