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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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 24, 2026, Graphjet Technology, a Cayman Islands exempted company (the “Company”), received the decision of the Nasdaq Listing and Hearing Review Council (the “Listing Council”) affirming the decision of the Nasdaq Hearings Panel (the “Panel”) to delist the Company’s securities from The Nasdaq Stock Market LLC (“Nasdaq”).
As previously disclosed, on November 11, 2025, the Panel determined to delist the Company’s Class A ordinary shares from Nasdaq due to deficiencies under Nasdaq Listing Rules 5450(b)(2) (market value of listed securities) and 5450(b)(3)(C) (market value of publicly held shares). The delisting became effective on November 13, 2025. On November 25, 2025, the Company timely appealed the Panel’s decision to the Listing Counsel pursuant to Nasdaq Listing Rule 5820 (Docket No. NQ 7187N-25), and Nasdaq acknowledged the appeal on November 26, 2025. In its appeal, the Company proposed a new compliance plan centered on the equity standard under Nasdaq Listing Rule 5450(b)(1), which requires stockholders’ equity of at least $10 million and a market value of publicly held shares of at least $5 million.
On February 24, 2026, after reviewing the entire record, the Listing Council affirmed the Panel’s delisting decision.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish a copy any of the omitted exhibits or schedules upon request by the SEC. |
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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: March 2, 2026 | By: | /s/ Chris Lai |
| Name: | Chris Lai | |
| Title: | Chief Executive Officer | |
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