UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number: 001-41070

GRAPHJET TECHNOLOGY

(Exact name of registrant as specified in its charter)

Cayman Islands

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Unit No. L4-E-8, Enterprise 4

Technology Park Malaysia

Bukit Jalil

Kuala Lumpur, Malaysia

57000

(Address of principal executive offices)

(Zip Code)

018 272 7799

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock outstanding, other than securities held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price of $10.91 on June 30, 2023 for the Class A common stock, trading on such date, as reported on The Nasdaq Capital Market, was $20.7 million.

As of April 19, 2024 there were 144,559,578 shares of the Company’s Class A ordinary shares, par value $0.0001 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

		Page
PART I
	Basis of Presentation	1
	Cautionary Note Regarding Forward-Looking Statements; Summary of Risk Factors	2
	Item 1. Business	6
	Item 1A. Risk Factors	12
	Item 1B. Unresolved Staff Comments	35
	Item 1C. Cybersecurity	35
	Item 2. Properties	36
	Item 3. Legal Proceedings	36
	Item 4. Mine Safety Disclosures	36
PART II
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	37
	Item 6. [Reserved]	38
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
	Item 7A. Quantitative and Qualitative Disclosures About Market Risk	41
	Item 8. Financial Statements and Supplementary Data	41
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	41
	Item 9A. Controls and Procedures	41
	Item 9B. Other Information	42
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	42
PART III
	Item 10. Directors, Executive Officers and Corporate Governance	43
	Item 11. Executive Compensation	50
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	55
	Item 13. Certain Relationships and Related Transactions, and Director Independence	56
	Item 14. Principal Accountant Fees and Services	60
PART IV
	Item 15. Exhibits and Financial Statement Schedules	61
	Item 16. Form 10-K Summary	64
Signatures		65

PART I

BASIS OF PRESENTATION

Graphjet Technology (“Graphjet Technology”) (formerly known as Energem Corp. or “Energem”) was a blank check company originally incorporated under the laws of the Cayman Islands on August 6, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. On November 18, 2021, Energem consummated an initial public offering (the “IPO”), after which its securities began trading on the Nasdaq Stock Market LLC (“Nasdaq”). On August 1, 2022, Energem entered into that certain Share Purchase Agreement (the “SPA”) by and among Energem, Graphjet Technology Sdn. Bhd., a Malaysian private limited company (“Graphjet”), Swee Guan Hoo, solely in his capacity as the representative for the shareholders of Energem after the closing of the sale and purchase of the Graphjet issued and outstanding shares (the “Graphjet Pre-Transaction Shares”) (the “Closing”) for Energem’s shareholders (the “Purchaser Representative”), the individuals listed on the signature page of the SPA under the heading “Selling Shareholders” (each, a “Selling Shareholder” and together, the “Selling Shareholders”), and Lee Ping Wei in his additional capacity as representative for the Selling Shareholders (the “Shareholder Representative”).

On March 14, 2024 (the “Closing Date”), we consummated the previously announced business combination (the “Business Combination”) and related transactions (the “Transactions”) contemplated by the Share Purchase Agreement, pursuant to which Energem acquired all of the issued and outstanding shares of Graphjet Pre-Transaction Shares from the Selling Shareholders and Graphjet became a wholly owned subsidiary of Energem; and Energem changed its name to Graphjet Technology. On March 15, 2024, our Class A ordinary shares, par value $0.001 per share (the “Class A ordinary shares”) began trading on The Nasdaq Global Market under the symbol “GTI” and our warrants to purchase the Class A ordinary shares at an exercise price of $11.50 per share (the “Public Warrants”) began trading on the OTC under the symbol “GTIWW”.

As a result of the Transactions, we are a holding company, all of whose assets are held directly by, and all of whose operations are conducted through, Graphjet and whose only direct asset consists of equity ownership of Graphjet.

Unless otherwise indicated, the historical financial information included in this Annual Report on Form 10-K (the “Annual Report”), including the audited financial statements and the notes thereto in Part II. Item 8 and the information in Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are that of Energem prior to the consummation of the Transactions.

Unless otherwise noted or the context otherwise requires, references to “Graphjet,” “we,” “us,” or “our” refer to the business of Graphjet, which became the business of Graphjet Technology and its subsidiaries following the consummation of the Transactions.

References to a year refer to Energem’s fiscal years ended on December 31 of the specified year.

Certain monetary amounts, percentages and other figures included herein have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables and charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Annual Report on Form 10-K, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “seek,” “continue,” or other similar words. We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable. Such statements include, in particular, statements regarding our expectations as to:

	●	the ability of the Graphjet Technology to realize the benefits from the Business Combination;

	●	the ability of Graphjet Technology to maintain the listing of Class A ordinary shares on Nasdaq following the Business Combination;

	●	future financial performance of Graphjet Technology;

	●	Graphjet Technology’s securities’ potential liquidity and trading;

	●	impact from the outcome of any known and unknown litigation;

	●	the ability of Graphjet Technology to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses;

	●	expectations regarding future expenditures of Graphjet Technology;

	●	the future mix of revenue and effect on gross margins of Graphjet Technology;

	●	the attraction and retention of qualified directors, officers, employees and key personnel Graphjet Technology;

	●	the ability of the Graphjet Technology to compete effectively in the competitive graphene/graphite manufacturing business;

	●	the ability to protect and enhance Graphjet Technology’s corporate reputation and brand;

	●	expectations concerning the relationships and actions of Graphjet Technology and its affiliates with third parties;

	●	intense competition and competitive pressures from other companies in the industries in which Graphjet Technology operates;

	●	the ability of Graphjet Technology to protect its intellectual property; and

	●	other factors detailed under the section entitled “Risk Factors.”

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section of this Annual Report entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statements in this Annual Report should not be regarded as a representation by us that our plans and objectives will be achieved.

We have based the forward-looking statements included in this Annual Report on information available to us on the date of this Annual Report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements in this Annual Report, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we may file in the future with the Securities and Exchange Commission (the “SEC”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Summary of Risk Factors

An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:

Risks Related to Graphjet Technology’s Business and Industry

	●	Graphjet Technology has a very limited operating history, which may make it difficult to evaluate the success of its business to date and to assess its future viability;

	●	Graphjet Technology’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;”

	●	Graphjet Technology faces a variety of risks related to our proposed graphene/graphite manufacturing business;

	●	The graphene and graphite industry is highly competitive and Graphjet Technology market share, net sales or net income could decline due to vigorous price and other competition;

	●	Graphjet Technology may or may not recoup expenditures associated with our growth;

	●	Graphjet Technology may not respond quickly and profitably to continued innovations in the graphene and graphite industry;

	●	If Graphjet Technology does not effectively implement our sales, marketing and service plans, Graphjet Technology sales will not grow and Graphjet Technology results of operations will suffer;

	●	Graphjet Technology must continuously invest in research and development and devote significant resources to commercializing new products in the graphene and graphite industry;

	●	Because Graphjet Technology has limited capital, inherent manufacturing risks pose a significant threat to Graphjet Technology compared with its larger competitors;

	●	Risks of relationships with third parties in respect of commercialization, sales and marketing of our graphene and graphite products;

	●	Graphjet Technology depend on third parties for certain construction, maintenance, engineering, transportation, warehousing and logistics services;

	●	Graphjet Technology business may be impacted by international instability, war, terrorism, and geopolitical events;
	●	Graphjet Technology projections are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding the demand for its products. As a result, Graphjet Technology projected revenues, market share, expenses and profitability may differ materially from Graphjet Technology expectations in any given quarter or fiscal year;

	●	Graphjet Technology future success depends in part on our ability to increase its production capacity and Graphjet Technology may not be able to do so in a cost-effective manner;

	●	If Graphjet Technology fail to manage its growth effectively, Graphjet Technology business and operating results may suffer;

	●	If Graphjet Technology is unable to attract and retain key employees and hire qualified management, technical, engineering, and sales personnel, its ability to compete and successfully grow the business could be harmed;

	●	Future litigation or administrative proceedings could have a material adverse effect on Graphjet Technology business, financial condition and results of operations;

	●	Cyber-attacks or other failures in our telecommunications or information technology systems, or those of our collaborators, third-party logistics providers, distributors or other contractors or consultants, could result in information theft, data corruption and significant disruption of Graphjet Technology business operations;

	●	Graphjet Technology may make investments into or acquire other companies or technologies, which could divert Graphjet Technology management’s attention, result in dilution to our shareholders, and otherwise disrupt Graphjet Technology operations, and Graphjet Technology may have difficulty integrating any such acquisitions successfully or realizing the anticipated benefits therefrom, any of which could have an adverse effect on its business, financial condition and results of operations;

Risks Related to Intellectual Property

	●	Graphjet Technology success will depend, among other factors, on our ability to obtain, maintain and protect its intellectual property rights;

SEC Form 10-K filed by Energem Corp