Graphjet Technology filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Lot 3895, Lorong 6D, Kampung Baru Subang, Seksyen U6, Shah Alam, Selangor, Malaysia 40150
(Address of Principal Executive Offices) (Zip Code)

(+60) 019 850 0895
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, Graphjet Technology (the “Company”) received notice of delisting from The Nasdaq Global Market (“Nasdaq”) Hearings Panel (“Panel”) on November 11, 2025, and the Company’s Class A Ordinary Shares were subsequently delisted from trading on Nasdaq as of November 13, 2025. The Company’s Class A Ordinary Shares are now trading on the OTC Markets under the ticker symbol “GTIJF”.

On November 25, 2025, the Company submitted a timely request for appeal to the Nasdaq Listing and Hearing Review Council (“Council”) pursuant to Nasdaq Listing Rule 5820, in which the Company requested that the Council (i) review and reverse the Panel’s delisting decision of November 11, 2025; and (ii) grant a stay of the Panel’s decision pending the Council’s review of the Company’s appeal in order to allow the Company to complete and present a detailed, evidence-based compliance plan demonstrating a clear and credible path to regain compliance with the Nasdaq Listing Rules.

On November 26, 2025, Nasdaq confirmed receipt of the Company’s request for appeal and has requested that the Company’s plan of compliance and other written submissions related to its appeal be submitted to the Council no later than December 10, 2025.

There can be no assurance that the Company will be able to regain and/or maintain compliance with the Nasdaq Listing Rules, that the request for the stay of the Panel’s decision will be granted, or that the Company’s appeal of the Panel’s delisting decision will be successful.

Cautionary Statement Regarding Forward-Looking Statements

The information in this Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “aim,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) changes in the markets in which the Company competes, including with respect to its competitive landscape, technology evolution or regulatory changes; (ii) the risk that the Company will need to raise additional capital to execute its business plans, which may not be available on acceptable terms or at all; (iii) the Company is beginning the commercialization of its technology and it may not have an accurate estimate of future capital expenditures and future revenue; (iv) statements regarding the Company’s industry and market size; (v) financial condition and performance of the Company, including the anticipated benefits, the implied enterprise value, the financial condition, liquidity, results of operations, the products, the expected future performance and market opportunities of the Company; (vi) the Company’s ability to develop and manufacture its graphene and graphite products; (vii) the Company’s ability to return to and maintain compliance with Nasdaq continued listing standards; and (viii) those risk factors discussed in our filings with the SEC. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the documents to be filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward- looking statements, and while the Company may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law. The Company does not give any assurance that it will achieve its expectations.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GRAPHJET TECHNOLOGY

Date: November 26, 2025By: /s/ Chris Lai 

Name: Chris Lai 

Title: Chief Executive Officer