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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): August 21, 2024
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
No.) |
Lot
3895, Lorong 6D Kampung Baru
Subang
Seksyen U6,
Shah Alam
Selangor,
Malaysia |
|
40150 |
(Address of principal executive
offices) |
|
(Zip Code) |
+60 018 272 7799
(Registrant’s
telephone number, including area code)
Not Applicable
(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:
| 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 |
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
4.01 Changes in Registrant’s Certifying Accountant.
On
August 21, 2024 (“Resignation Date”) Adeptus Partners LLC ("Adeptus") notified the Company about its resignation
as the Company's independent registered accounting firm, effective as of the Resignation Date. There were no disagreements between us
and Adeptus regarding reported financials or accounting treatments/principles. Except as set forth below, during the year ended December
31, 2023, and through the Resignation Date, the report of the Adeptus on the Company’s financial statements for the year ended
December 31, 2023, did not contain any adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to
uncertainty, audit scope, or accounting principle. The reports of the Company’s financial statements for the year ended December
31, 2023, contained an explanatory paragraph, which noted that there was substantial doubt about the Company’s ability to continue
as a going concern.
The Company has provided a copy of
the foregoing disclosures to Adeptus and requested that it furnish a letter addressed to the Securities and Exchange Commission
stating whether Adeptus agrees with the above statements. A copy of the Adeptus letter, dated August 26, 2024 is filed as an Exhibit
16.1 to this Form 8-K.
Forward-Looking
Statements
Certain statements
made in this report (including Exhibit 99.1 attached hereto) constitute forward-looking statements within the meaning of the federal
securities laws. All statements contained in this report that do not relate to matters of historical fact should be considered forward-looking
statements. For example, forward-looking statements include, without limitation, statements regarding the Company’s anticipated
filing of the Form 10-Q. These forward-looking statements are based on management’s current expectations. These statements are
neither promises nor guarantees and are subject to risks described from time to time in the Company’s periodic filings with the
SEC. The forward-looking statements included in this report are made only as of the date of this report, and, unless otherwise required
by applicable law, the Company assumes no obligation to update any forward-looking statements, and expressly disclaims any obligation
to do so, whether as a result of new information, future events or otherwise.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
Graphjet Technology |
| |
|
|
| Date: August 27, 2024 |
By: |
/s/ Aiden Lee Ping Wei |
| |
Name: |
Aiden Lee Ping Wei |
| |
Title: |
Chief Executive Officer |
2
