Graphjet Technology-A 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedSeptember 30,2024 OR ☐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 IslandsN/A(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) +60016 310 0895(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: The Nasdaq Stock Market LLC 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 SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic 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 theregistrant 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-basedcompensation 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 July 11, 2025 the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market valueof the ordinary shares outstanding, other than securities held by persons who may be deemed affiliates of the registrant, computed byreference to the closing sales price of $0.088 on July 11, 2025, for the Class A ordinary shares, trading on such date, as reported onThe Nasdaq Capital Market, was $4,157,775.86. As of July 11, 2025, there were148,037,022shares of the Company’s Class A ordinary shares, par value $0.0001 per share, issued andoutstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PagePART IBasis of Presentation1Cautionary Note Regarding Forward-Looking Statements; Summary of Risk Factors2Item 1. Business5Item 1A. Risk Factors11Item 1B. Unresolved Staff Comments34Item 1C. Cybersecurity34Item 2. Properties35Item 3. Legal Proceedings35Item 4. Mine Safety Disclosures35PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities36Item 6. [Reserved]37Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations37Item 7A. Quantitative and Qualitative Disclosures About Market Risk48Item 8. Financial Statements and Supplementary Data48Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure48Item 9A. Controls and Procedures48Item 9B. Other Information49Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections49PART IIIItem 10. Directors, Executive Officers and Corporate Governance50Item 11. Executive Compensation55Item 12. Security Ownership of Certain Beneficial Owner