UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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Item 1.01. Entry into a Material Definitive Agreement.
On May 15, 2025 (the “Effective Date”), Graphjet Technology (the “Company”) entered into a Warrant Subscription Agreement (the “Subscription Agreement”) with Aiden Lee Ping Wei (the “Purchaser”). The Purchaser is the former Chief Executive Officer of the Company.
Pursuant to the terms of the Subscription Agreement, the Purchaser purchased 20,000,000 warrants (the “Warrants”) to purchase up to 200,000,000 shares of the Company’s Class A ordinary shares, par value $0.0001 (“Shares”), at an exercise price of $0.055 per warrant share, for $200,000.00. The Purchaser may not transfer any of the warrant shares for a period of twelve (12) months from the Effective Date. Once the Purchaser has exercised up to 29,000,000 Shares underlying the Warrants, the Company’s stockholders must approve the issuance of the Shares underlying the remaining Warrants.
The foregoing descriptions of the Subscription Agreement and the Warrants do not purport to be complete and are qualified in their entirety by reference to the complete text of the Subscription Agreement and the Warrants, which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 10.1* | ||
| 10.2* | Form of Warrant. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Pursuant to Regulation S-K Item 601(b)(10)(iv), certain information contained in this Exhibit has been redacted as indicated therein. The Registrant agrees to furnish, supplementally, an unredacted copy of the Exhibit to the Securities and Exchange Commission upon its request. |
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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: May 20, 2025 | By: | /s/ Chris Lai |
| Name: | Chris Lai | |
| Title: | Chief Executive Officer | |
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