S-1/A: Graphjet Technology Files Amendment No. 2 to Form S-1, Offering 718,390 Class A Ordinary Shares
Summary
- Graphjet Technology has filed an amendment to its Form S-1 registration statement to offer a maximum of 718,390 Class A Ordinary Shares at a fixed price of $2.088 per share.
- The offering is a best efforts offering, with officers and directors using their best efforts to sell the shares.
- There is no minimum number of shares required to be sold to close the offering.
- The company intends to use the net proceeds of approximately $1,450,000 for working capital and general corporate purposes.
- Graphjet Technology's Class A Ordinary Shares are listed on the Nasdaq Global Market under the symbol GTI, and its Public Warrants are listed on the OTC under the symbol GTIW.
- As of October 31, 2024, the closing price of Graphjet Technology's Class A Ordinary Shares was $2.14 per share.
- 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 company's innovative technology and potential for growth, it also acknowledges significant risks, financial challenges, and uncertainties. The lack of current revenue and the auditor's concerns about the company's ability to continue as a going concern weigh heavily on the overall sentiment.
Highlights
- Graphjet Technology is offering 718,390 Class A Ordinary Shares at $2.088 per share in a best efforts offering.
- The company aims to raise approximately $1,450,000, after deducting estimated expenses of $50,000, for working capital and general corporate purposes.
- The offering will commence upon the SEC declaring the registration statement effective and will continue for 180 days, with a possible 90-day extension.
- Graphjet Technology's Class A Ordinary Shares trade on the Nasdaq under the symbol GTI, and its Public Warrants trade on the OTC under the symbol GTIW.
- On October 31, 2024, the closing price of Graphjet Technology's Class A Ordinary Shares was $2.14 per share.
Positives
- The offering provides Graphjet Technology with additional capital for working capital and general corporate purposes.
- The company's shares are already listed on the Nasdaq, providing liquidity for investors.
- Graphjet Technology is an emerging growth company, allowing it to take advantage of reduced reporting requirements.
Negatives
- The offering is a best efforts offering, meaning there is no guarantee that all shares will be sold.
- Investors in this offering will experience immediate dilution.
- Investing in Graphjet Technology's Class A Ordinary Shares is highly speculative and involves a high degree of risk.
- The company has broad discretion as to the use of the net proceeds from this offering and may not use them effectively.
Risks
- The company has a limited operating history.
- The graphene and graphite industry is highly competitive.
- The company is dependent on the palm oil industry for the availability of raw materials.
- The company's projections are subject to significant risks, assumptions, estimates, and uncertainties.
- The company may be unable to obtain additional financing to fund its operations and growth.
- The company's internal controls over financial reporting may not be effective.
Future Outlook
The company intends to use the net proceeds from this offering for working capital and general corporate purposes and expects to open its first manufacturing plant in the first quarter of fiscal year 2025.
Industry Context
The document highlights Graphjet Technology's position in the artificial graphene and graphite market, emphasizing its unique use of palm kernel shells as a renewable resource and its potential to offer higher quality products at lower costs compared to traditional methods.
Comparison to Industry Standards
- The document mentions that the market price of graphene ranges from $167 to $450 per gram, while Graphjet aims to sell its graphene at $15 per gram.
- The document states that Graphjet's technology produces graphite at a cost of approximately $4,500 per ton, which is significantly lower than both natural and other sources of artificial graphite.
- The document notes that the global graphite market is anticipated to grow at a CAGR of 8.5% over the period from 2021 to 2031, to $50 billion, from $22 billion in 2021.
- The document also mentions that the global graphene market is expected to grow more rapidly from $821.2 million in 2021 to $7.56 billion in 2028, a CAGR of 37.3%.
Stakeholder Impact
- Shareholders may experience dilution as a result of the offering.
- Employees' job security is tied to the company's ability to secure additional financing and achieve profitable operations.
- Customers may benefit from the company's potential to offer higher quality products at lower prices.
- Suppliers may benefit from the company's potential to increase demand for palm kernel shells.
- Creditors face increased risk due to the company's financial challenges and uncertainties.
Next Steps
- The company will commence the offering upon the SEC declaring the registration statement effective.
- The company will use its best efforts to sell the shares over the next 180 days, with a possible 90-day extension.
- The company intends to use the net proceeds for working capital and general corporate purposes.
- The company expects to open its first manufacturing plant in the first quarter of fiscal year 2025.
Key Dates
- August 6, 2021: Graphjet Technology incorporated in the Cayman Islands.
- November 18, 2021: Company 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.
- December 27, 2022: Graphjet Technology executed its first supply agreement with Toyoda Trike Inc.
- March 14, 2024: Company consummated the Business Combination with Graphjet Technology Sdn. Bhd.
- October 31, 2024: Closing price of Graphjet Technology's Class A Ordinary Shares was $2.14 per share.
- November 1, 2024: Date of the prospectus.
Keywords
Filings with Classifications
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.
8-K Filing
- The company received a delisting notice from Nasdaq due to its market value falling below the required threshold.
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.
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.
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.
8-K Filing
- The company received a delisting notice from NASDAQ due to the share price falling below $1 for 32 consecutive days.
SEC Form 4
- The complete divestment by a 10% owner is generally viewed negatively by the market.
SEC Form 4
- The sale of a large number of shares by a major shareholder is generally viewed negatively by the market.
SEC Form 4 Filing
- A major shareholder selling a significant number of shares is generally viewed negatively by the market.
Director Resignation Announcement
- The resignation of three directors, including an executive and two independent members, is a negative development that could impact investor confidence.
SEC Form 4
- The sale of shares by a major shareholder is generally viewed negatively by the market.
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.
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.
SEC Form 4
- The sale of a significant number of shares by a major shareholder is generally viewed negatively by the market.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Registration Statement
- Graphjet Technology believes its first production from its manufacturing plant in Kuantan will be in the first quarter of fiscal year 2025.
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.
Current Report
- The resignation of the auditor and the going concern note in the audit report are both negative indicators.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Investor Presentation
- The new manufacturing facility is subject to capital funds being raised.
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.
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.
Meeting Postponement Announcement
- The extraordinary general meeting of shareholders has been delayed from February 23, 2024, to February 28, 2024.
Material Definitive Agreement Update
- The document details a delay in the business combination deadline from February 18, 2024 to August 18, 2024.
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.