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    Graphjet Technology filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

    8/27/24 4:15:17 PM ET
    $GTI
    Industrial Machinery/Components
    Energy
    Get the next $GTI alert in real time by email
    false 0001879373 00-0000000 0001879373 2024-08-21 2024-08-21 0001879373 GTI:ClassOrdinarySharesParValue0.0001PerShareMember 2024-08-21 2024-08-21 0001879373 GTI:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2024-08-21 2024-08-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the

    Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): August 21, 2024

     

    Graphjet Technology

    (Exact name of registrant as specified in its charter)

     

    Cayman Islands   001-41070   N/A

    (State or other jurisdiction

    of incorporation)

      (Commission File Number)  

    (I.R.S. Employer

    Identification No.)

     

    Lot 3895, Lorong 6D

    Kampung Baru Subang

    Seksyen U6, Shah Alam

    Selangor, Malaysia

      40150
    (Address of principal executive
    offices)
      (Zip Code)

     

    +60 018 272 7799

    (Registrant’s telephone number, including area code)

     

    Not Applicable

    (Former name or former address, if changed since last report)

     

     

     

    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:

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

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

      

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered
    Class A ordinary shares, par value $0.0001 per share   GTI   The Nasdaq Stock Market LLC
             
    Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   GTIWW   OTC

      

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

     

    Emerging growth company ☒

     

    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 4.01 Changes in Registrant’s Certifying Accountant.

     

    On August 21, 2024 (“Resignation Date”) Adeptus Partners LLC ("Adeptus") notified the Company about its resignation as the Company's independent registered accounting firm, effective as of the Resignation Date. There were no disagreements between us and Adeptus regarding reported financials or accounting treatments/principles. Except as set forth below, during the year ended December 31, 2023, and through the Resignation Date, the report of the Adeptus on the Company’s financial statements for the year ended December 31, 2023, did not contain any adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle. The reports of the Company’s financial statements for the year ended December 31, 2023, contained an explanatory paragraph, which noted that there was substantial doubt about the Company’s ability to continue as a going concern.

     

    The Company has provided a copy of the foregoing disclosures to Adeptus and requested that it furnish a letter addressed to the Securities and Exchange Commission stating whether Adeptus agrees with the above statements. A copy of the Adeptus letter, dated August 26, 2024 is filed as an Exhibit 16.1 to this Form 8-K.

     

    Forward-Looking Statements

     

    Certain statements made in this report (including Exhibit 99.1 attached hereto) constitute forward-looking statements within the meaning of the federal securities laws. All statements contained in this report that do not relate to matters of historical fact should be considered forward-looking statements. For example, forward-looking statements include, without limitation, statements regarding the Company’s anticipated filing of the Form 10-Q. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees and are subject to risks described from time to time in the Company’s periodic filings with the SEC. The forward-looking statements included in this report are made only as of the date of this report, and, unless otherwise required by applicable law, the Company assumes no obligation to update any forward-looking statements, and expressly disclaims any obligation to do so, whether as a result of new information, future events or otherwise.

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits

     

    Exhibit No.   Description
    16.1   Letter from Adeptus dated August 26, 2024
    104   Cover Page Interactive Data File (formatted as Inline XBRL)

     

    1

     

     

    SIGNATURES

     

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

     

      Graphjet Technology
         
    Date: August 27, 2024 By: /s/ Aiden Lee Ping Wei
      Name:  Aiden Lee Ping Wei
      Title: Chief Executive Officer

     

     

    2 

     

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