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): November 1112, 2025

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 Number)

Lot 3895, Lorong 6D, Kampung Baru Subang

Seksyen U6, 40150 Shah Alam

Selangor, Malaysia

(Address of principal executive offices, including zip code)

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

(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: None.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A ordinary shares, par value $0.006 per share		GTI		The Nasdaq Stock Market LLC

*Registrant was suspended from trading on Nasdaq on November 13, 2025.

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 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

On November 1112, 2025, Graphjet Technology (the “Company”) ~~received~~was ainformed ~~written~~that ~~notice~~trading ~~(the “Notice”) from a Hearings Advisor from the Office~~ of ~~the General~~its ~~Counsel~~ordinary ofshares ~~The~~will ~~Nasdaq~~commence ~~Stock~~on ~~Market LLC indicating that~~ the ~~Nasdaq~~OTC ~~Hearings~~Markets ~~Panel~~under (the ticker symbol “~~Panel~~GTIJF”), ~~has~~effective ~~determined to~~on ~~delist~~November ~~the~~13, 2025. The Company’s securities ~~from~~were previously listed on The Nasdaq Global Market (“Nasdaq”) under the ticker symbol “GTI”.

The ~~Panel’s~~transition ~~determination~~to ~~was~~the ~~based~~OTC onMarkets follows the ~~Company’s~~notice ~~failure~~of todelisting ~~regain~~from ~~compliance~~Nasdaq ~~with~~as ~~Nasdaq~~previously ~~Listing~~disclosed ~~Rules~~in ~~5450(b)(2&3)(C)~~its ~~and~~Current ~~5450(b)(2)(A),~~Report ~~the~~on ~~market~~Form ~~value~~8-K offiled ~~publicly held~~with ~~shares~~the ~~and~~U.S. ~~market~~Securities ~~value~~and ofExchange Commission ~~listed~~on ~~securities~~November ~~rules~~12, ~~respectively~~2025. ~~Accordingly,~~The ~~the~~Company ~~Panel~~expects ~~has determined~~ that ~~the Company’s securities will be suspended from~~ trading on ~~Nasdaq~~the atOTC ~~the~~Markets ~~open~~will ofprovide ~~trading~~continued onliquidity ~~November~~for ~~13,~~its ~~2025~~shareholders.

~~The~~Shareholders ~~Notice~~are ~~further~~not ~~states~~required ~~that~~to ~~the~~take ~~Company~~any ~~may~~action ~~request~~with ~~that~~respect to the ~~Nasdaq~~change ~~Listing~~in ~~and~~trading ~~Hearing~~venue ~~Review~~or ~~Council~~ticker ~~review this decision~~symbol. The ~~request~~CUSIP ~~must~~number befor ~~received within 15 days from~~ the ~~date~~ ~~of the Notice. The~~ Company’s ~~intends~~ordinary toshares ~~request~~will ~~such~~remain ~~review and present a plan to regain compliance~~the same.

IfCautionary ~~the~~Statement ~~Company’s~~Regarding ~~securities are ultimately~~Forward-Looking delisted from Nasdaq, it is expected that they will be eligible to be quoted on the OTC Markets. There can be no assurance, however, that a market for the Company’s securities will develop or be maintained.Statements

~~Cautionary~~The ~~Statement~~information ~~Regarding~~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~~looking statements are predictions, projections ~~Statements~~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 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.

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 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish a copy any of the omitted exhibits or schedules upon request by the SEC.

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 12, 2025	By:	/s/ Chris Lai
Date: November 13, 2025	By:	/s/ Chris Lai
	Name:	Chris Lai
	Title:	Chief Executive Officer

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