Graphjet Technology-A美股招股说明书(2026-01-23版)

Up to 17,772,578 Class A Ordinary Shares This prospectus relates to the offer and resale from time to time, upon expiration of lock-up agreements, if applicable, by theselling securityholders named in this prospectus (including their permitted transferees, donees, pledgees, and other successors-in-interest) (collectively, the “Selling Securityholders”) of up to an aggregate of 17,772,578 Class A ordinary shares, par value $0.006(the “Class A Ordinary Shares”) of Graphjet Technology (the “Company,” “Graphjet Technology,” “Graphjet,” “our,” “us,” or “we”),consisting of up to (i) 3,333,340 Class A Ordinary Shares issuable upon the exercise of 333,334 warrants (the “Warrants”) at anexercise price of $3.30, which were originally issued to Aiden Lee Ping Wei pursuant to a Warrant Subscription Agreement; (ii)11,065,513 Class A Ordinary Shares issuable to Tan Chin Teong, at $4.44 per share, pursuant to a Sale and Purchase Agreement, datedAugust 19, 2025, by which the Company purchased the property from which the Company currently operates from (the “Sale andPurchase Agreement”); (iii) 28,464 Class A Ordinary Shares, issued to Tan Chin Teong, at $4.44 per share, pursuant to the Sale andPurchase Agreement; (iv) 185,000 Class A Ordinary Shares, issued at $3 per share, to Goh Meng Keong, as settlement of a debt owedby the Company to Goh Meng Keong; (v) 3,261 Class A Ordinary Shares, issued at $6.48 per share, to Yasuka Infinity Sdn Bhd, assettlement of a debt owed by the Company to Yasuka Infinity Sdn Bhd; and (vi) 3,157,000 Class A Ordinary Shares issuable toInternational Liquidity, LLC (“ILP”), pursuant to a Master Loan Agreement and a Master Pledge Agreement entered into by theCompany and ILP, dated October 16, 2025, by which the Company will issue such Class A Ordinary Shares as collateral for a loan ofUSD$7,000,000 made by ILP to the Company. To the extent the Warrants are exercised for cash, we will receive the proceeds fromsuch exercises. We will not receive any proceeds from the sale of the Class A Ordinary Shares by the Selling Securityholders. As described herein, the Selling Securityholders named in this prospectus or their permitted transferees, may resell from time totime up to 17,772,578 Class A Ordinary Shares. We are registering the offer and sale of these securities to satisfy certain registrationrights we have granted. We will not receive any of the proceeds from such sales of our Class A Ordinary Shares. We will bear all costs,expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or“blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of Class AOrdinary Shares. See section entitled “Plan of Distribution” beginning on page 63 of this prospectus. The Selling Securityholders will determine when and how they will sell their Ordinary Shares offered in this prospectus. TheOrdinary Shares may be offered and sold by the Selling Securityholders at a fixed price of $0.71 per share until our Ordinary Sharesare approved for listing on a national securities exchange or quoted on the OTC Bulletin Board, OTCQX, or OTCQB, and thereafter atprevailing market prices or privately negotiated prices or in transactions that are not in the public market. Notwithstanding our beliefthat upon the effective date of this registration statement our Ordinary Shares will satisfy the listing requirements of a nationalsecurities exchange or be quoted on the OTC Bulletin Board, OTCQX, or OTCQB, we cannot assure you that this will occur. The Class A Ordinary Shares being registered for resale in this prospectus represent a substantial percentage of our public floatand of our outstanding Class A Ordinary Shares. The number of Class A Ordinary Shares being registered in this prospectus (whichinclude shares issuable upon exercise of the Warrants) represents more than 100% of the total 3,845,062 Class A Ordinary Sharesoutstanding as of January 12, 2026. The sale of the securities being registered in this prospectus, or the perception in the market thatsuch sales may occur, could result in a significant decline in the public trading price of our Class A Ordinary Shares. In addition, some of the Class A Ordinary Shares being registered for resale were acquired by the Selling Securityholders at pricesconsiderably below the current market price of the Class A ordinary shares. Even though the current market price is significantlybelow the price at the time of the Company’s initial public offering, certain Selling Securityholders have an incentive to sell becausethey could still profit on sales due to the lower price at which they acquired their Class A Ordinary Shares as compared to the publicinvestors. Based on the fixed offering price, the selling securityholders will not realize a profit on shares acquired at prices above suchoffering price. Our Class A Ordinary Shares currently trade on the