GTI
Graphjet Technology
NASDAQ
S-1: Graphjet Technology Files for Potential $916 Million Offering of Class A Ordinary Shares and Warrants
Sentiment:
Registration Statement
25 June 2024 4:06 PM
Graphjet Technology has filed a registration statement for a primary offering of up to 12,028,075 Class A Ordinary Shares and a secondary offering of up to 108,848,493 Class A Ordinary Shares and 528,075 warrants.
Worse than expected
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
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
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.
Summary
- Graphjet Technology has filed a 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 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.
- The company intends to use the net proceeds from the exercise of the Warrants for general corporate purposes.
- The selling securityholders will determine the timing and prices for the resale of securities.
- Graphjet Technology will not receive any proceeds from the sale of shares or warrants by the selling securityholders.
- The company'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 June 21, 2024, the closing price of Graphjet Technology's Class A Ordinary Shares was $4.80 per share.
- Certain shares issued in connection with the Business Combination are subject to lock-up restrictions.
Sentiment
Score: 5
Explanation: The document presents both positive aspects, such as potential proceeds from warrant exercises and innovative technology, and negative aspects, such as lack of revenue and dependence on third parties. The overall sentiment is neutral.
Highlights
- Graphjet Technology is registering a primary offering of up to 12,028,075 Class A Ordinary Shares related to warrant exercises.
- Selling securityholders may offer up to 108,848,493 Class A Ordinary Shares and 528,075 warrants in a secondary offering.
- The company could receive up to approximately $138.3 million if all warrants are exercised for cash, which it plans to use for general corporate purposes.
- As of June 21, 2024, the closing price of Graphjet Technology's Class A Ordinary Shares was $4.80 per share.
- The exercise price for the Warrants is $11.50 per Class A Ordinary Share.
- The company is an emerging growth company and is subject to reduced public company reporting requirements.
Positives
- Potential for up to approximately $138.3 million in proceeds if all warrants are exercised for cash.
- Funds will be used for general corporate purposes, providing flexibility.
- Listing on Nasdaq provides liquidity for Class A Ordinary Shares.
- 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.
Negatives
- The company will not receive any proceeds from the sale of shares or warrants by the selling securityholders.
- 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.
- The market price of Class A Ordinary Shares after the Business Combination may be affected by factors different from those that affected the prices of Energem Class A Ordinary Share.
- The market for our securities has been volatile and may continue to be volatile, which would adversely affect the liquidity and price of our securities.
Risks
- The company's business and growth strategy depend on its ability to maintain and expand a network of qualified providers.
- The company is dependent on its relationships with third-party manufacturers to assist in the production of its products.
- The company may face intense competition, which could limit its ability to maintain or expand market share within its industry.
- Security breaches, loss of data and other disruptions could compromise sensitive information related to the company's business or members, or prevent the company from accessing critical information and expose the company to liability.
- The company may in the future become subject to litigation or regulatory investigation, which could harm its business.
- The company is vulnerable to severe weather conditions and natural disasters, which could severely disrupt the normal operation of its business and adversely affect its results of operations.
- The company faces uncertainty as to whether it will achieve its strategic initiatives including construction of its manufacturing plan and whether it will yield the expected benefits, and uncertainty as to the availability of financing or financing on favorable terms and will operate with a dependence on commodity prices, the impact of inflation on costs, the risks of obtaining the necessary permits, the operating performance of the company's assets and businesses, competitive factors in the graphite mining and production industry generally.
Future Outlook
The company expects to open its first manufacturing plant in the Kuantan district of Pahang State, Malaysia with an expected annual output of 10,000 tons of graphite, 60 tons of graphene, and the processing of 30,000 tons of dried palm kernel waste. Currently, Graphjet Technology believes its first production from this plant will be in the first quarter of fiscal year 2025.
Management Comments
- Graphjet seeks to be one of the suppliers or producers that will be able to consistently supply high-quality graphite in mass quantities at lower cost, as compared to its competitors.
Industry Context
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 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%.
Comparison to Industry Standards
- The company'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 market price of graphene ranges from $167 to $450 per gram, while Graphjet can sell a better graphene at a price of $15 per gram, an over 80% savings.
- Currently, over 70% of the graphite used in electric vehicles is produced in China.
Stakeholder Impact
- Shareholders may experience dilution from the issuance of new shares.
- The company's success depends on attracting and retaining key employees.
- The company's operations are subject to environmental regulations.
Next Steps
- The company will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A Ordinary Shares upon issuable upon exercise of the warrants, and will use commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A Ordinary Shares upon until the warrants expire or are redeemed, as specified in the warrant agreement.
Related Party Transactions
- On August 16, 2021, the Sponsor purchased 2,875,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.009 per share.
- On November 18, 2021, Energem entered into an Administrative Services Agreement with its Sponsor in which Energem agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support.
- On November 18, 2021, Energem entered into a Private Placement Unit Purchase Agreement pursuant to which the Sponsor purchased an aggregate of 528,075 placement units, each consists of one Class A Ordinary Share, $0.0001 par value per share, and one warrant (the Placement Warrants), each whole Placement Warrant entitling the holder thereof to purchase one Energem Class A Ordinary Share at an exercise price of $11.50 per share (the Placement Units).
Key Dates
- August 6, 2021: Company was incorporated in the Cayman Islands.
- November 18, 2021: Company completed its initial public offering.
- September 22, 2022: Company received approval of its patent application for a palm-based synthetic graphite and the preparation method thereof.
- December 27, 2022: Company executed its first supply agreement with Toyoda.
- January 10, 2024: Amended and restated PIPE Investment Purchase Agreement date.
- February 28, 2024: Approval at the extraordinary general meeting of the shareholders of Energem held.
- March 14, 2024: Company consummated the Business Combination with Graphjet Technology Sdn. Bhd.
- June 21, 2024: Closing price of Class A Ordinary Shares was $4.80 per share.
Keywords
Class A Ordinary Shares, Warrants, Secondary Offering, Primary Offering, Graphjet Technology, Registration Statement, Selling Securityholders, Business Combination, Graphene, Graphite
GTI
Graphjet Technology
NASDAQ
Sector: TBD
Filings with Classifications
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.
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
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.
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.
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.
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.
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.
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
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.
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
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.
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.
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.
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.
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.
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.
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.
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.
Capital raise
2 April 2024 5:24 PM
Investor Presentation
- The new manufacturing facility is subject to capital funds being raised.
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
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.