SEC Form SCHEDULE 13D filed by Graphjet Technology

The address of the Reporting Person is 44, Lorong Alma Jaya Taman Alma Jaya 31 Bukit Mertajam Pulau Pinang 14000 Malaysia.

The Reporting Person currently serves as an advisor to the Issuer.

The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

The Reporting Person is a citizen of Malaysia.

On April 22, 2024, the Reporting Person entered into (i) a Share Purchase Agreement with Lim Hooi Beng (the "Lim Agreement"), (ii) a Share Purchase Agreement with Aw Jeen Rong (the "Aw Agreement"), and (iii) a Share Purchase Agreement with Liu Yu (the "Liu Agreement" and, together with the Lim Agreement and the Aw Agreement, the "Purchase Agreements") to purchase, in the aggregate, 62,904,719 Shares (the "Purchased Shares"). The aggregate purchase price of the Purchased Shares was approximately RM 22,000. Such Purchased Shares were acquired with the personal funds of the Reporting Person. The Reporting Person acquired 8,884,850 Shares in connection with the Reporting Person's employment with the Issuer, including pursuant to an employment agreement with the Issuer (the "Employment Agreement"). The descriptions of the Purchase Agreements and the Employment Agreement contained in this Item 3 do not purport to be complete and are subject to, and qualified in their entirety by, reference to the full text of the Lim Agreement, the Aw Agreement, the Liu Agreement, and the Employment Agreement, which are attached hereto as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, and Exhibit 99.4, respectively, and are incorporated by reference herein.

The Reporting Person acquired the Shares for investment purposes. The Reporting Person may, subject to the continuing evaluation of the factors discussed herein, acquire from time-to-time additional securities of the Issuer in the open market or in privately negotiated transactions, by exchange offer or otherwise. Depending on the factors discussed herein, the Reporting Person may, from time to time, retain, transfer, gift, or sell all or a portion of the Reporting Person's shares in the open market or in privately negotiated transactions. Any actions that the Reporting Person might undertake will depend upon the Reporting Person's review of numerous factors, including, among other things, the availability of shares for purchase and the price levels of such shares; general market and economic conditions; ongoing evaluation of the Issuer's business operations and prospects; the relative attractiveness of alternative business and investment opportunities; the actions of the management and the board of directors of the Issuer; personal financial planning; personal philanthropic endeavors; estate planning; and other future developments. The Reporting Person is the former Chief Executive Officer of the Issuer and has engaged in discussions with senior management of the Issuer. The Reporting Person will participate in management of the Issuer through the Reporting Person's service as an advisor to the Issuer. The Reporting Person may have engaged, or may in the future engage, in discussions with management, the board of directors, other stockholders of the Issuer and other relevant parties concerning the business, management, operations, assets, financial condition, governance, strategy and future plans of the Issuer. Such discussions may include proposing or considering one or more of the actions referred to in clauses (a) through (j) of Item 4 of Schedule 13D. To the extent the Reporting Person may be involved in the formulation or approval of any such action solely in the Reporting Person's capacity as an advisor of the Issuer, the Reporting Person does not expect to disclose such developments of the Reporting Person's involvement by amending this statement of beneficial ownership. The information set forth in Item 3 above is hereby incorporated by reference into this Item 4.

See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Shares and percentage of Shares beneficially owned by the Reporting Person. The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based upon 146,741,306 Shares outstanding as of October 31, 2024, as disclosed in the Form S-1/A filed by the Issuer with the Securities and Exchange Commission on November 1, 2024. As of the date hereof, the Reporting Person may be deemed the beneficial owner of 71,789,569 Shares.

See rows (7) through (10) of the cover page to this Schedule 13D for the Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

Except as set forth in Item 3 above, the Reporting Person has not effected any transactions in the Shares during the past sixty days. The information set forth in Items 3 and 4 above is hereby incorporated by reference into this Item 5.

Not applicable.

Not applicable.

Except as set forth herein, the Reporting Person has no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer, including any class of the Issuer's securities used as a reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Exhibit Number Description 99.1 - Share Purchase Agreement, dated as of April 22, 2025, by and between Aiden Lee Ping Wei and Lim Hooi Beng. 99.2 - Share Purchase Agreement, dated as of April 22, 2025, by and between Aiden Lee Ping Wei and Aw Jeen Rong. 99.3 - Share Purchase Agreement, dated as of April 22, 2025, by and between Aiden Lee Ping Wei and Liu Yu. 99.4 - Employment Agreement, dated as of March 14, 2024, by and between Graphjet Technology and Aiden Lee Ping Wei (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2024 (File No. 001-41070)).