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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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SCHEDULE 13D/A 0002068377 XXXXXXXX LIVE 1 Class A ordinary shares, par value $0.0001 per share 05/15/2025 false 0001879373 G30449105 Graphjet Technology Lot 3895, Lorong 6D Kampung Baru Subang, Seksyen U6 Shah Alam, Selangor N8 40150 Aiden Lee Ping Wei 60182727799 44, Lorong Alma Jaya, Taman Alma Jaya 31 Bukit Mertajam, Pulau Pinang N8 14000 0002068377 N Aiden Lee Ping Wei PF N N8 100789569.00 0.00 100789569.00 0.00 100789569.00 N 57.4 IN (1) Includes (i) 71,789,569 shares of Class A ordinary shares, par value $0.0001 ("Shares"), and (ii) 29,000,000 Shares (the "Issuable Shares") issuable to the Reporting Person upon exercise of the Warrants (as defined below). The beneficial ownership described above excludes 171,000,000 Shares issuable to the Reporting Person upon exercise of the Warrants (the "Excluded Shares") because the Excluded Shares underlying the Warrants are not deemed to be "beneficially owned" under applicable Securities and Exchange Commission (the "SEC") rules. The Company's stockholder approval is required in order for the Excluded Shares underlying the Warrants to become issuable thereunder. (2) Percentage is calculated based upon (i) the Issuable Shares and (ii) the 146,741,306 Shares outstanding as of October 31, 2024, as disclosed in the Form S-1/A filed by the Issuer with the SEC on November 1, 2024. Class A ordinary shares, par value $0.0001 per share Graphjet Technology Lot 3895, Lorong 6D Kampung Baru Subang, Seksyen U6 Shah Alam, Selangor N8 40150 Item 3 of the Schedule 13D is supplemented as follows: On May 15, 2025, the Reporting Person entered into a Warrant Subscription Agreement with the Issuer (the "Subscription Agreement"). Pursuant to the terms of the Subscription Agreement, the Reporting Person purchased 20,000,000 warrants (the "Warrants") to purchase up to 200,000,000 Shares at an exercise price of $0.055 per warrant share. The issuance of the Excluded Shares underlying the Warrants requires stockholder approval. The Warrants were acquired with the personal funds of the Reporting Person. The descriptions of the Subscription Agreement and the Warrant contained in this Item 3 do not purport to be complete and are subject to, and qualified in their entirety by, reference to the full text of the Subscription Agreement, and the Warrant, which are attached hereto as Exhibit 99.5 and Exhibit 99.6, respectively, and are incorporated by reference herein. Item 5 of the Schedule 13D is amended and restated as follows: See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Shares and percentage of Shares beneficially owned by the Reporting Person. The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based upon (i) the Issuable Shares and (ii) the 146,741,306 Shares outstanding as of October 31, 2024, as disclosed in the Form S-1/A filed by the Issuer with the Securities and Exchange Commission on November 1, 2024. As of the date hereof, the Reporting Person may be deemed the beneficial owner of 100,789,569 Shares. The beneficial ownership described above excludes the Excluded Shares issuable to the Reporting Person upon exercise of the Warrants because the Excluded Shares underlying the Warrants are not deemed to be "beneficially owned" under applicable SEC rules. The Company's stockholder approval is required in order for the Excluded Shares underlying the Warrants to become issuable thereunder. In the event the Company's stockholders approve the issuance of the Excluded Shares underlying the Warrants, the Reporting Person could be deemed the beneficial owner of 271,789,569 Shares, representing 78.4% of the total outstanding Shares of the Company. This aggregate percentage of Shares that would be reported beneficially owned by the Reporting Person is based upon (i) the Issuable Shares, (ii) the Excluded Shares, and (iii) the 146,741,306 Shares outstanding as of October 31, 2024, as disclosed in the Form S-1/A filed by the Issuer with the Securities and Exchange Commission on November 1, 2024. See rows (7) through (10) of the cover page to this Schedule 13D for the Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. Except as set forth in Item 3 above, the Reporting Person has not effected any transactions in the Shares during the past sixty days. The information set forth in Items 3 and 4 above is hereby incorporated by reference into this Item 5. Not applicable. Not applicable. Item 7 of the Schedule 13D is amended as follows: Exhibit Number Description 99.5 - Warrant Subscription Agreement, dated as of May 15, 2025, by and between Aiden Lee Ping Wei and Graphjet Technology. 99.6 - Form of Warrant. Aiden Lee Ping Wei /s/ Aiden Lee Ping Wei Aiden Lee Ping Wei, Individually 05/19/2025