Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Jun. 18, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Information [Line Items] | ||
Entity Registrant Name | GRAPHJET TECHNOLOGY | |
Entity Central Index Key | 0001879373 | |
Entity File Number | 001-41070 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Incorporation, State or Country Code | E9 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | Unit No. L4-E-8 | |
Entity Address, Address Line Two | Enterprise 4 Technology Park Malaysia | |
Entity Address, Address Line Three | Bukit Jalil | |
Entity Address, City or Town | Kuala Lumpur | |
Entity Address, Country | MY | |
Entity Address, Postal Zip Code | 57000 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | +60 | |
Local Phone Number | 018 272 7799 | |
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 144,691,306 | |
Class A ordinary shares, par value $0.0001 per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | |
Trading Symbol | GTI | |
Security Exchange Name | NASDAQ | |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | |
Trading Symbol | GTIWW | |
Security Exchange Name | NONE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 1,146 | $ 1 |
Prepaid expenses | 102 | 155 |
Advances to a related company | 92 | 97 |
Deposits | 153 | 128 |
Other current assets | 145 | 54 |
Total current assets | 1,638 | 435 |
Non-current assets: | ||
Property and equipment, net | 1,264 | 2 |
Intangible assets, net | 5,611 | 5,827 |
Total non-current assets | 6,875 | 5,829 |
TOTAL ASSETS | 8,513 | 6,264 |
Current Liabilities: | ||
Debt | 522 | 510 |
Accrued expenses | 256 | 349 |
Working Capital Loan | 96 | |
Extension Loan | 1,142 | |
Total current liabilities | 2,016 | 859 |
Non-current liabilities: | ||
Accrued bonus | 10,153 | |
Payable to directors | 1,218 | 2,232 |
Payable to a shareholder for intellectual property | 656 | 5,756 |
Total non-current liabilities | 12,027 | 7,988 |
Total liabilities | 14,043 | 8,847 |
COMMITMENTS AND CONTINGENCIES (Note 10) | ||
SHAREHOLDERS’ DEFICIT | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 9,670 | |
Accumulated deficit | (15,274) | (3,256) |
Accumulated other comprehensive income | 60 | 72 |
Total shareholders’ deficit | (5,530) | (2,583) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 8,513 | 6,264 |
Class A Ordinary Shares | ||
SHAREHOLDERS’ DEFICIT | ||
Ordinary shares value | 14 | 601 |
Class B Ordinary Shares | ||
SHAREHOLDERS’ DEFICIT | ||
Ordinary shares value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2024 | Sep. 30, 2023 |
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares,authorized | 1,000,000 | 1,000,000 |
Preferred shares, issued | ||
Preferred shares, outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.2405 |
Ordinary shares, shares authorized | 479,000,000 | 2,500,100 |
Ordinary shares, shares issued | 146,741,306 | 2,500,100 |
Ordinary shares, shares outstanding | 146,741,306 | 2,500,100 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | ||
Ordinary shares, shares outstanding |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Operating costs and expenses: | ||||
General and administrative expenses | $ 11,588 | $ 660 | $ 12,006 | $ 984 |
Total operating costs and expenses | 11,588 | 660 | 12,006 | 984 |
Net loss | (11,594) | (666) | (12,018) | (996) |
Loss from operations | (11,588) | (660) | (12,006) | (984) |
Interest expense | (6) | (6) | (12) | (12) |
Total interest expense | (6) | (6) | (12) | (12) |
Net loss before income tax provision | (11,594) | (666) | $ (12,018) | $ (996) |
Income tax provision | ||||
Basic (in Shares) | 28,979,208 | 2,500,100 | 15,667,307 | 2,500,100 |
Diluted (in Shares) | 28,979,208 | 2,500,100 | 15,667,307 | 2,500,100 |
Basic (in Dollars per share) | $ (0.4) | $ (0.27) | $ (0.77) | $ (0.4) |
Diluted (in Dollars per share) | $ (0.4) | $ (0.27) | $ (0.77) | $ (0.4) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (11,594) | $ (666) | $ (12,018) | $ (996) |
Foreign currency translation adjustment | 43 | (1) | (12) | (28) |
Comprehensive loss attributable to common stockholders | $ (11,551) | $ (667) | $ (12,030) | $ (1,024) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated other comprehensive gain/(loss) |
Balance at Sep. 30, 2022 | $ (311) | $ 601 | $ (915) | $ 3 | |
Balance (in Shares) at Sep. 30, 2022 | 2,500,100 | ||||
Net loss | (330) | (330) | |||
Other comprehensive income | (27) | (27) | |||
Balance at Dec. 31, 2022 | (668) | $ 601 | (1,245) | (24) | |
Balance (in Shares) at Dec. 31, 2022 | 2,500,100 | ||||
Balance at Sep. 30, 2022 | (311) | $ 601 | (915) | 3 | |
Balance (in Shares) at Sep. 30, 2022 | 2,500,100 | ||||
Net loss | (996) | ||||
Balance at Mar. 31, 2023 | (1,334) | $ 601 | (1,911) | (24) | |
Balance (in Shares) at Mar. 31, 2023 | 2,500,100 | ||||
Balance at Dec. 31, 2022 | (668) | $ 601 | (1,245) | (24) | |
Balance (in Shares) at Dec. 31, 2022 | 2,500,100 | ||||
Net loss | (666) | (666) | |||
Other comprehensive income | 0 | 0 | |||
Balance at Mar. 31, 2023 | (1,334) | $ 601 | (1,911) | (24) | |
Balance (in Shares) at Mar. 31, 2023 | 2,500,100 | ||||
Balance at Sep. 30, 2023 | (2,583) | $ 601 | (3,256) | 72 | |
Balance (in Shares) at Sep. 30, 2023 | 2,500,100 | ||||
Share revaluation | $ (601) | 601 | |||
Adjusted | 2,583 | 601 | (3,256) | 72 | |
Adjusted (in Shares) | 2,500,100 | ||||
Net loss | (424) | (424) | |||
Other comprehensive income | (55) | (55) | |||
Balance at Dec. 31, 2023 | (3,062) | 601 | (3,680) | 17 | |
Balance (in Shares) at Dec. 31, 2023 | 2,500,100 | ||||
Balance at Sep. 30, 2023 | (2,583) | $ 601 | (3,256) | 72 | |
Balance (in Shares) at Sep. 30, 2023 | 2,500,100 | ||||
Net loss | (12,018) | ||||
Balance at Mar. 31, 2024 | (5,530) | $ 14 | 9,670 | (15,274) | 60 |
Balance (in Shares) at Mar. 31, 2024 | 146,741,306 | ||||
Balance at Dec. 31, 2023 | (3,062) | 601 | (3,680) | 17 | |
Balance (in Shares) at Dec. 31, 2023 | 2,500,100 | ||||
Business Combination with Energem | 9,083 | $ 14 | 9,069 | ||
Business Combination with Energem (in Shares) | 144,241,206 | ||||
Net loss | (11,594) | (11,594) | |||
Other comprehensive income | 43 | 43 | |||
Balance at Mar. 31, 2024 | $ (5,530) | $ 14 | $ 9,670 | $ (15,274) | $ 60 |
Balance (in Shares) at Mar. 31, 2024 | 146,741,306 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net Loss | $ (12,018) | $ (996) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortisation | 216 | 216 |
Depreciation | 2 | |
Foreign currency translation adjustment | (12) | (28) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 84 | (174) |
Advances to a related company | 5 | 19 |
Deposit | (25) | |
Other current assets | (87) | (155) |
Interest payable as part of debt payable | 12 | 12 |
Accrued expenses | (1,333) | (213) |
Other payables | (290) | |
Related party payable | (89) | |
Deferred underwriting fee | (2,000) | |
Payable to directors | 2,086 | 1,097 |
Accrued bonus | 10,153 | |
Net cash used in operating activities | (3,296) | (222) |
Cash flows from investing activities: | ||
Additions to property and equipment | (1,264) | |
Net cash used in investing activities | (1,264) | |
Cash flows from financing activities: | ||
Proceeds from issuance of shares | 6,260 | |
Repayment of working capital loan | (555) | |
Net cash provided by financing activities | 5,705 | |
Net change in cash and cash equivalents | 1,145 | (222) |
Cash and cash equivalents at the beginning of the period | 1 | 225 |
Cash and cash equivalents at the end of the period | 1,146 | 3 |
Supplemental disclosure of non-cash financing activities: | ||
Issuance of shares to Graphjet existing shareholders | 1,380,000 | |
Issuance of shares to Energem’s founders Shares | 34,030 | |
Issuance of shares to Financial Advisor | 27,600 | |
Issuance of shares to Underwriter | 2,025 | |
Issuance of shares to Senior Management Staff Shares | 31 | |
Issuance of shares for the settlement of amount due to a director | 3,100 | |
Issuance of shares for the settlement of amount due to a shareholders for intellectual property | $ 5,100 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2024 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | Note 1 - Description of Organization and Business Operations 1.1 Organization and Nature of Business Graphjet Technology (the “Company”, “we,” “us” or “our”) is the owner of the state-of-the-art patented technology for the manufacture of graphene and graphite. The Company is a former blank check company incorporated in the Cayman Islands on August 6, 2021 under the name Energem Corp. (“Energem”) and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses. The Company acquired Graphjet Technology Sdn. Bhd. (“Graphjet”), a Malaysian based company that produces graphite, graphene and graphene-based anode battery material with at least 98% similarity and are much more consistent compared to other synthetic graphite and graphene which are produced from petroleum coke and coal. The breakthrough technology transforms a sustainable, abundant and renewable agricultural waste product, palm kernel shells into highly valued artificial graphene and graphite at significantly lower carbon emissions. For research and development in graphite and graphene applications, Graphjet collaborates with National University of Malaysia (UKM) and Universiti Teknikal Malaysia Melaka (UTEM) as Technology Advisor Panel to provide technology advisory for the applications. The Company is a member of Industrial Liaison Program (ILP) of Massachusetts Institute of Technology (MIT). The Company intends to be a low-cost producer of the highest quality artificial graphite and graphene. Graphjet has a patent on its bio-mass process and production method for graphite and a patent pending for graphene, and it believes it is the only producer currently capable of using biomass to produce graphite and graphene in mass production scale. Since Graphjet Technology uses a widely available waste product as their source, they are able to produce a higher quality product at a significantly lower cost than other graphite and graphene production methods currently in use worldwide. To date, Graphjet Technology has not had any sales of its products, but plans to sample its products to multinational companies within the industry for market acceptance and procurement purposes, intending to replace current high cost suppliers. Until now, the Company has funded its operations primarily with proceeds through equity investments from its current shareholders. 1.2 Business Combination On March 14, 2024 (the “Closing date”), we consummated a merger (the “Merger”) with Energem and with Graphjet. Pursuant to the Business Combination Agreement, (i) Energem acquired all of the issued and outstanding Graphjet Pre-Transaction Shares from the Selling Shareholders and Graphjet became a wholly-owned subsidiary of Energem, (ii) Energem changed its name to Graphjet Technology and (iii) each Selling Shareholder received a number of Energem Class A Ordinary Shares subject to the Consideration Shares formula, which is the number of Energem Class A Ordinary Shares equal to the aggregate Consideration Shares divided by the number of Graphjet Pre-Transaction Shares outstanding immediately prior to the Closing, multiplied by the number of Graphjet Pre-Transaction Shares held by such Selling Shareholder. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Graphjet Technology was treated as the acquired company and Graphjet was treated as the acquirer for financial statement reporting purposes. |
Going Concern and Liquidity
Going Concern and Liquidity | 3 Months Ended |
Mar. 31, 2024 | |
Going Concern and Liquidity [Abstract] | |
Going Concern and Liquidity | Note 2 - Going Concern and Liquidity The Company incurred a net loss of $11,594 during the period ended March 31, 2024 and, as of that date, the Company’s current asset exceeded its current liability by $378. The continuation of the Company as a going concern is dependent upon the Company’s ability to operate profitably in the foreseeable future and to continue to receive adequate financial support from its shareholders. These conditions indicate the existence of a material uncertainty which may cast substantial doubt on the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of recorded assets or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Principles of Consolidation and Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and Article 8 of Regulation S-X. They do not include all of the information and notes required by U.S. GAAP for complete financial statements. Certain information or footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented. The results of operations for the six months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2024 or any future interim period. All intercompany balances and transactions, and any unrealised income and expenses arising from intercompany transactions, are eliminated in preparing the unaudited condensed consolidated financial statements. The Company consolidates Graphjet, an entity that it controls through a majority voting interest and the accompanying financial statements include the accounts of the Company and its wholly owned subsidiary and those for which the Company has a controlling interest in. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Reverse Recapitalization Pursuant to ASC 805-40 Reverse Acquisitions, for financial accounting and reporting purposes, Graphjet was deemed the accounting acquirer with Graphjet Technology being treated as the accounting acquiree, and the Merger was accounted for as a reverse recapitalization (the “Reverse Recapitalization”). Accordingly, the unaudited condensed consolidated financial statements of the Company represent a continuation of the financial statements of Graphjet, with the Merger being treated as the equivalent of Graphjet issuing stock for the net assets of Graphjet Technology, accompanied by a recapitalization. The net assets of Graphjet Technology were stated at historical costs, with no goodwill or other intangible assets recorded, and were consolidated with Graphjet financial statements on the Closing Date. The number of Graphjet common shares for all periods prior to the Closing Date have been retrospectively increased using the exchange ratio that was established in accordance with the Merger Agreement (the “Exchange Ratio”). Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Foreign Currency For Graphjet, Malaysian Ringgit have been determined to be the functional currency. The functional currency assets and liabilities are translated to their U.S. dollar equivalents at exchange rates in effect as of the balance sheet date and income and expense amounts at the average exchange rates for the period. The U.S. dollar’s effects that arise from changing translation rates are recorded in the Unaudited Condensed Consolidated Statements of Comprehensive Loss. Intangible Assets Intangible Assets held by Graphjet consist of Graphene and Graphite patents and are included in the non-current assets in the Unaudited Condensed Consolidated Balance Sheets. Since they lack physical substance and have a limit on their useful life, the patents are considered to be finite-lived intangible assets under ASC 350 Intangibles– Goodwill and Other. Finite-lived intangible assets are subject to amortization over 15 years estimated useful life. Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined Cayman Islands and Malaysia are the Company’s only major tax jurisdictions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no The Company is an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. In Malaysia, current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. As such, the Company’s tax provision was zero for the three months ended March 31, 2024 and for the year ended September 30, 2023. Net income (loss) per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. As of March 31, 2024 and September 30, 2023, the calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted income (loss) per share is the same as basic loss per share for the periods presented. There are no potential dilutive securities outstanding for the six months period ended March 31, 2024 and March 31, 2023, as a result, diluted loss per share is the same as basic loss per share for the periods presented. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents that can subject the Company to concentrations of credit risk. Accounts at United States financial institutions are insured by the Federal Deposit Insurance Corporation(“FDIC”) up to $250,000. Accounts at Malaysian financial institutions are insured by the Perbadanan Insurans Deposit Malaysia (“PIDM”) up to RM250,000 155,493 $1,109,216 Property and Equipment, Net Property and equipment is stated at historical cost less accumulated depreciation. Expenditures for major renewals and betterments are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation is removed from the accounts, and any difference between the selling price and net carrying amount is recorded as a gain or loss in the unaudited condensed consolidated statements of operations. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. Risks and Uncertainties We are subject to risks and sustained uncertainties about, or worsening of, geopolitical tensions, including further escalation of the war between Russia and Ukraine, further escalation of the conflict between the State of Israel and Hamas, as well as further escalation of tensions between the State of Israel and various countries in the Middle East and North Africa, could result in a global economic slow down and long-term changes to global trade. As a result, the Company’s ability to procure raw materials at the desired price may be affected. Furthermore, the Company’s ability to raise equity and debt financing may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of these events on the world economy and the specific impact on the Company’s financial position, results of operations and its cash flows are not yet determinable. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Deposits
Deposits | 3 Months Ended |
Mar. 31, 2024 | |
Deposits [Abstract] | |
Deposits | Note 4 - Deposits The deposits consist of non-refundable deposit for the land to be purchased at Kuantan Integrated Industrial Park and the professional fee related to it, and refundable deposit for the rent of photocopiers. See Note 10 for further discussion. Deposit allocation Nature Terms March 31, September 30, Land to be purchased at Kuantan Integrated Industrial Park Non-refundable 2% upon signing of letter of offer 82 82 Professional service in building Kuantan factory Non-refundable 1.5% upon signing of letter of acceptance 46 46 Public Relations Consulting Services Refundable One month fee charge 25 - Photocopiers rent for offices use Refundable - - Total $ 153 $ 128 |
Patent
Patent | 3 Months Ended |
Mar. 31, 2024 | |
Patent [Abstract] | |
Patent | Note 5 - Patent The Company owns two patents over the production of Graphite and Graphene from palm kernel shell. Artificial graphite can be used for including but not limited to electrical carbons, fuel cell bi-polar plates, coatings, electrolytic processes, corrosion products, conductive fillers, rubber and plastic compounds, and drilling applications. Graphene is a product that is further processed from Graphite. As per ASC 350-30 Intangible Assets, the patents are capitalized as non-current asset because they were not internally generated, have finite useful life of 15 years, and has been used in operational activities although no revenue has been generated. All patents are expected to have zero residual value. Below is the gross carrying amount, accumulated amortization, aggregate amortization expense, and next 5 years and thereafter estimate on aggregate amortization expense. As of March 31, 2024 As of September 30, 2023 Patent Acquisition cost Accumulated amortization Net Accumulated Net Graphite production $ 216 $ (29 ) $ 187 $ (22 ) $ 194 Graphene production 6,258 (834 ) 5,424 (625 ) 5,633 $ 6,474 $ (863 ) $ 5,611 $ (647 ) $ 5,827 Estimated amortization expense: Amount For year ended September 30, 2024 324 For year ended September 30, 2025 432 For year ended September 30, 2026 432 For year ended September 30, 2027 432 For year ended September 30, 2028 432 Thereafter 3,559 Total $ 5,611 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment [Abstract] | |
Property and equipment | Note 6 - Property and equipment Property and equipment included in continuing operations consist of the following: March 31, September 30, Office equipment $ 9 $ 2 Renovation 34 - Construction in progress – Machineries yet to be assembled 1,223 - Property, and equipment, cost $ 1,266 $ 2 Less: accumulated depreciation (2 ) - Property, and equipment, net $ 1,264 $ 2 Depreciation of property and equipment is computed on a straight-line basis over its estimated useful life at the following annual rates: Office equipment 20% Renovation 20% Depreciation expenses of $1 and $2 (March 31, 2023 - $0 $0 The Company has entered into four contracts with Beijing Xi Yu International Trade Co. Ltd from China for the purchase of artificial graphite machineries for a total cost of $1,223. Full payments made upon order confirmation and shipment from main port in Tianjin to Port Klang in Malaysia. The guarantee period is within 15 months after arrival date and during this period the Seller shall be responsible for the damage due to the defects in designing and manufacturing of the machineries. The machineries have yet to be assembled and commissioned as of March 31, 2024. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Note 7 - Debt The Company obtained loans of $475 from external parties Mr. Goh Meng Keong and Mr. Goh Seng Wei, to fund the acquisition of Graphene Patent, and in return they charged the Company with interest, in accordance to arm’s length transaction principle. For the three and six months period ended March 31, 2024, there were interest expense of $6 and $12 (March 31, 2023 - $6 and $12), respectively. The principal amount, maturity date and interest rate for the loans are shown below: March 31, September 30, Total interest payable $ 47 $ 35 Total debt and interest payable $ 522 $ 510 Lender Principle Interest rate Lending date Due Goh Meng Keong $ 432 5% p.a March 22, 2022 September 30, 2024 Goh Seng Wei $ 43 5% p.a May 26, 2022 November 25, 2024 Principal payments: Amount For year ended September 30, 2024 475 Total $ 475 |
Accrued Bonus
Accrued Bonus | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Bonus [Abstract] | |
Accrued bonus | Note 8 – Accrued bonus On February 29, 2024, the Board of Directors of Graphjet has approved the proposed bonus amounting $13,800 to reward the senior management team of Graphjet for the successful business combination and corporate listing. The provision made is based on 1% on the issuance of Graphjet Technology shares to Graphjet existing shareholders total value $1,380,000. As of March 31, 2024, the provision made was $10,153 and the balance to be provided in February 2025. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9 - Related Party Transactions 9.1 Related Party Contract ZhongHe Industries Sdn Bhd (ZHI) is an entity owned by Mr. Lim Hooi Beng, who owned 20% of its shares as of March 31, 2024 and September 30, 2023. Mr. Lim Hooi Beng also owns 13.8% of the ordinary shares of the Company as of March 31, 2024. Previously, Mr. Lim Hooi Beng owned 14.5% of the ordinary shares of Graphjet as of September 30, 2023. On September 20, 2021, the Company entered into a Contract of Commission Processing with ZHI, pursuant to which the Company appointed ZHI for the provision of services as stipulated in the Contract of Commission Processing. During the three-month period ended March 31, 2024 and the year ended September 30, 2023, the contract was still effective and the prepayment made to secure its production line was $ Nil Nil On July 1, 2022, the Company entered into a Tenancy Agreement with ZHI, with respect to the demised premises located at L4-E-8 Enterprise 4, Technology Park Malaysia, Bukit Jalil, 57000 Kuala Lumpur. Pursuant to the terms of the Tenancy Agreement, the tenancy is subject to an initial term of 2 years with a monthly rental of $0.8. The agreement will not be extended after ended and no transfer of premises ownership at the end of the agreement. March 31, September 30, 2024 2023 Advances to a related company $ 92 $ 97 The advance to ZHI represents the prepayment made to secure its production line after offsetting with the rental charged by ZHI for the office premises. 9.2 Related Party Loans Short Term Loan Working capital Loan To finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion. As of March 31, 2024, there was $96 borrowed under Working Capital Loan. Extension Loan On November 1, 2022, the Sponsor and the Company entered into an Extension Agreement to fund the monthly extension payments (up to fifteen (15) one-month extensions) through February 18, 2024 pursuant to the “Second Extension Amendment Proposal”. The extension loan is interest free and to be repaid in September 2024. As of March 31, 2024 the outstanding balance under the Extension Agreement was $1,142. Long Term Loan Payable to Directors Mr. Lim Hooi Beng and Mr. Aw Jeen Rong are the shareholders of the Company and directors of Graphjet. March 31, September 30, 2024 2023 Lim Hooi Beng $ 1,212 $ 2,226 Aw Jeen Rong 6 6 Payables to directors $ 1,218 $ 2,232 Mr. Lim Hooi Beng and Mr. Aw Jeen Rong own 13.8% and 6.0% of the ordinary shares of the Company as of March 31, 2024. As of September 30, 2023, Mr. Lim Hooi Beng and Mr. Aw Jeen Rong owned 14.5% and 6.3% of the ordinary shares of Graphjet. The reduction in percentage of ownership was due to the share exchange during the merger, as stated in Note 1.2 . The shareholders will continue to support the company, hence the payables are interest free and demands for repayment are not expected within the next 12 months. On March 11, 2024, the Company entered the debt to equity conversion agreements with Mr. Lim Hooi Beng. The Company issued 775,000 ordinary shares at $4.00 per share amounting $3,100 to partially settle the outstanding balance. As of March 31, 2024 and September 30, 2023, the outstanding balance on the payable is $1,218 and $2,232, respectively. Payable to a Shareholder for Intellectual Property On March 10, 2022, Graphjet entered into Intellectual Property Sales Agreement with Mr. Liu Yu, as supplemented by the letter from Mr. Liu Yu to Graphjet dated July 29, 2022, pursuant to which Graphjet purchased the process for producing palm-based graphene, an intellectual property held by Mr. Liu Yu for $6,258 payable within the 19th to 36th month period from July 29, 2022. Liu Yu owned 24.3% the Company’s ordinary shares as of March 31, 2024 and 25.5% of the ordinary shares of Graphjet as of September 30, 2023. The reduction in percentage of ownership was due to the share exchange during the merger, as stated in Note 1.2. This long-term payable is excluded from recognizing imputed interest in accordance with ASC 835-30 Interest On March 11, 2024, the Company entered the debt to equity conversion agreements with Mr. Liu Yu. The Company issued 1,275,000 ordinary shares at $4.00 per share amounting $5,100 to partially settle the outstanding balance. As of March 31, 2024 and September 30, 2023, the outstanding balance on the payable is $656 and $5,756, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies As of March 31, 2024, there were no commitment and contingency other than those stated below: March 31, Commitments and Contingencies Terms 2024 Land to be purchased at Kuantan Integrated Industrial Park 8% of purchase price upon signing of Sales and Purchase Agreement and 90% within 9 months after signing of Sales and Purchase Agreement $ 3,944 Professional service in building Kuantan factory 98.5% of total contract value and payments at progressive claims basis 1,920 Rental of premises Rental expense from April 2024 to January 2025 108 $ 5,972 |
Shareholders_ Deficit
Shareholders’ Deficit | 3 Months Ended |
Mar. 31, 2024 | |
Shareholders’ Deficit [Abstract] | |
Shareholders’ Deficit | Note 11 – Shareholders’ Deficit The Company’s ordinary shares and warrants trade on the NASDAQ stock exchange under the symbol "GTI” and “GTIW”, respectively. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the company's authorized share capital is $50,000 divided into 479,000,000 Class A Ordinary Shares, 20,000,000 Class B Ordinary Shares, and 1,000,000 Preference Shares each of par value $0.0001 per share. As of March 31, 2024, we have issued & outstanding class A ordinary shares 146,741,306 shares, each with par value of $0.0001. All of the Graphjet Technology ordinary shares issued and outstanding at the consummation of the business combination have been fully paid. The holder of each share of ordinary shares is entitled to one vote. |
Equity Incentive Plan
Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plan | Note 12 – Equity Incentive Plan At the Special Meeting on February 28, 2024, Energem shareholders considered and approved the Equity Incentive Plan and reserved an amount of ordinary shares equal to 10% of the fully diluted issued and outstanding Combined Entity Ordinary Shares following the Business Combination for issuance thereunder. The Equity Incentive Plan was approved by the Energem board of directors on the same day. The Equity Incentive Plan became effective immediately upon the Closing of the Business Combination. Graphjet Technology’s employees, consultants and directors, and employees, consultants and directors of its subsidiaries will be eligible to receive awards under the Equity Incentive Plan. The Equity Incentive Plan is expected to be administered by the Graphjet Technology Board with respect to awards to non-employee directors and by Graphjet Technology’s remuneration committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of Graphjet Technology directors and/or officers (referred to collectively as the “plan administrator” below), subject to certain limitations that may be imposed under stock exchange rules. The plan administrator will have the authority to interpret and adopt rules for the administration of the Equity Incentive Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the Equity Incentive Plan, including any vesting and vesting acceleration conditions. |
Subsequent Event Disclosure
Subsequent Event Disclosure | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Event Disclosure [Abstract] | |
Subsequent Event Disclosure | Note 13 – Subsequent Event Disclosure The Company has evaluated subsequent events through June X 2024, the date the unaudited condensed consolidated financial statements were available for issuance. All subsequent events requiring recognition or disclosure have been included in these unaudited condensed consolidated financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (11,594) | $ (424) | $ (666) | $ (330) | $ (12,018) | $ (996) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation and Financial Statement Presentation | Principles of Consolidation and Financial Statement Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and Article 8 of Regulation S-X. They do not include all of the information and notes required by U.S. GAAP for complete financial statements. Certain information or footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented. The results of operations for the six months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2024 or any future interim period. All intercompany balances and transactions, and any unrealised income and expenses arising from intercompany transactions, are eliminated in preparing the unaudited condensed consolidated financial statements. The Company consolidates Graphjet, an entity that it controls through a majority voting interest and the accompanying financial statements include the accounts of the Company and its wholly owned subsidiary and those for which the Company has a controlling interest in. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Reverse Recapitalization | Reverse Recapitalization Pursuant to ASC 805-40 Reverse Acquisitions, for financial accounting and reporting purposes, Graphjet was deemed the accounting acquirer with Graphjet Technology being treated as the accounting acquiree, and the Merger was accounted for as a reverse recapitalization (the “Reverse Recapitalization”). Accordingly, the unaudited condensed consolidated financial statements of the Company represent a continuation of the financial statements of Graphjet, with the Merger being treated as the equivalent of Graphjet issuing stock for the net assets of Graphjet Technology, accompanied by a recapitalization. The net assets of Graphjet Technology were stated at historical costs, with no goodwill or other intangible assets recorded, and were consolidated with Graphjet financial statements on the Closing Date. The number of Graphjet common shares for all periods prior to the Closing Date have been retrospectively increased using the exchange ratio that was established in accordance with the Merger Agreement (the “Exchange Ratio”). |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Foreign Currency | Foreign Currency For Graphjet, Malaysian Ringgit have been determined to be the functional currency. The functional currency assets and liabilities are translated to their U.S. dollar equivalents at exchange rates in effect as of the balance sheet date and income and expense amounts at the average exchange rates for the period. The U.S. dollar’s effects that arise from changing translation rates are recorded in the Unaudited Condensed Consolidated Statements of Comprehensive Loss. |
Intangible Assets | Intangible Assets Intangible Assets held by Graphjet consist of Graphene and Graphite patents and are included in the non-current assets in the Unaudited Condensed Consolidated Balance Sheets. Since they lack physical substance and have a limit on their useful life, the patents are considered to be finite-lived intangible assets under ASC 350 Intangibles– Goodwill and Other. Finite-lived intangible assets are subject to amortization over 15 years estimated useful life. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined Cayman Islands and Malaysia are the Company’s only major tax jurisdictions. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no The Company is an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. In Malaysia, current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years. As such, the Company’s tax provision was zero for the three months ended March 31, 2024 and for the year ended September 30, 2023. |
Net income (loss) per share | Net income (loss) per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. As of March 31, 2024 and September 30, 2023, the calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the “Placement Warrants”) since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. As a result, diluted income (loss) per share is the same as basic loss per share for the periods presented. There are no potential dilutive securities outstanding for the six months period ended March 31, 2024 and March 31, 2023, as a result, diluted loss per share is the same as basic loss per share for the periods presented. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents that can subject the Company to concentrations of credit risk. Accounts at United States financial institutions are insured by the Federal Deposit Insurance Corporation(“FDIC”) up to $250,000. Accounts at Malaysian financial institutions are insured by the Perbadanan Insurans Deposit Malaysia (“PIDM”) up to RM250,000 155,493 $1,109,216 |
Property and Equipment, Net | Property and Equipment, Net Property and equipment is stated at historical cost less accumulated depreciation. Expenditures for major renewals and betterments are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation is removed from the accounts, and any difference between the selling price and net carrying amount is recorded as a gain or loss in the unaudited condensed consolidated statements of operations. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. |
Risks and Uncertainties | Risks and Uncertainties We are subject to risks and sustained uncertainties about, or worsening of, geopolitical tensions, including further escalation of the war between Russia and Ukraine, further escalation of the conflict between the State of Israel and Hamas, as well as further escalation of tensions between the State of Israel and various countries in the Middle East and North Africa, could result in a global economic slow down and long-term changes to global trade. As a result, the Company’s ability to procure raw materials at the desired price may be affected. Furthermore, the Company’s ability to raise equity and debt financing may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of these events on the world economy and the specific impact on the Company’s financial position, results of operations and its cash flows are not yet determinable. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Deposits (Tables)
Deposits (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deposits [Abstract] | |
Schedule of Deposits Consist of Non-Refundable Deposit | The deposits consist of non-refundable deposit for the land to be purchased at Kuantan Integrated Industrial Park and the professional fee related to it, and refundable deposit for the rent of photocopiers. See Note 10 for further discussion. Deposit allocation Nature Terms March 31, September 30, Land to be purchased at Kuantan Integrated Industrial Park Non-refundable 2% upon signing of letter of offer 82 82 Professional service in building Kuantan factory Non-refundable 1.5% upon signing of letter of acceptance 46 46 Public Relations Consulting Services Refundable One month fee charge 25 - Photocopiers rent for offices use Refundable - - Total $ 153 $ 128 |
Patent (Tables)
Patent (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Patent [Abstract] | |
Schedule of Gross Carrying Amount, Accumulate | All patents are expected to have zero residual value. Below is the gross carrying amount, accumulated amortization, aggregate amortization expense, and next 5 years and thereafter estimate on aggregate amortization expense. As of March 31, 2024 As of September 30, 2023 Patent Acquisition cost Accumulated amortization Net Accumulated Net Graphite production $ 216 $ (29 ) $ 187 $ (22 ) $ 194 Graphene production 6,258 (834 ) 5,424 (625 ) 5,633 $ 6,474 $ (863 ) $ 5,611 $ (647 ) $ 5,827 |
Schedule of Patent Acquisition Cost | Estimated amortization expense: Amount For year ended September 30, 2024 324 For year ended September 30, 2025 432 For year ended September 30, 2026 432 For year ended September 30, 2027 432 For year ended September 30, 2028 432 Thereafter 3,559 Total $ 5,611 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment Included in Continuing Operations | Property and equipment included in continuing operations consist of the following: March 31, September 30, Office equipment $ 9 $ 2 Renovation 34 - Construction in progress – Machineries yet to be assembled 1,223 - Property, and equipment, cost $ 1,266 $ 2 Less: accumulated depreciation (2 ) - Property, and equipment, net $ 1,264 $ 2 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Obtained Loans from External Parties | March 31, September 30, Total interest payable $ 47 $ 35 Total debt and interest payable $ 522 $ 510 |
Schedule of Interest Payable | Lender Principle Interest rate Lending date Due Goh Meng Keong $ 432 5% p.a March 22, 2022 September 30, 2024 Goh Seng Wei $ 43 5% p.a May 26, 2022 November 25, 2024 |
Schedule of Debt Principal Payments | Principal payments: Amount For year ended September 30, 2024 475 Total $ 475 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Advance to a Related Company | Pursuant to the terms of the Tenancy Agreement, the tenancy is subject to an initial term of 2 years with a monthly rental of $0.8. March 31, September 30, 2024 2023 Advances to a related company $ 92 $ 97 |
Schedule of Long Term Liabilities | Mr. Lim Hooi Beng and Mr. Aw Jeen Rong are the shareholders of the Company and directors of Graphjet. March 31, September 30, 2024 2023 Lim Hooi Beng $ 1,212 $ 2,226 Aw Jeen Rong 6 6 Payables to directors $ 1,218 $ 2,232 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies [Abstract] | |
Schedule of No Commitment and Contingency Other than those Stated | As of March 31, 2024, there were no commitment and contingency other than those stated below: March 31, Commitments and Contingencies Terms 2024 Land to be purchased at Kuantan Integrated Industrial Park 8% of purchase price upon signing of Sales and Purchase Agreement and 90% within 9 months after signing of Sales and Purchase Agreement $ 3,944 Professional service in building Kuantan factory 98.5% of total contract value and payments at progressive claims basis 1,920 Rental of premises Rental expense from April 2024 to January 2025 108 $ 5,972 |
Description of Organization a_2
Description of Organization and Business Operations (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Description of Organization and Business Operations [Abstract] | |
Percentage of anode battery material. | 98% |
Going Concern and Liquidity (De
Going Concern and Liquidity (Details) - Going Concern and Liquidity [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Going Concern and Liquidity (Details) [Line Items] | |
Net loss | $ 11,594 |
Current liability | $ 378 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) RM in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) | Sep. 30, 2023 USD ($) | Mar. 31, 2024 MYR (RM) | |
Summary of Significant Accounting Policies [Line Items] | |||
Finite-lived intangible assets | 15 years | 15 years | |
Unrecognized tax benefits | |||
Income tax provision | 0 | $ 0 | |
Federal depository insurance coverage amount | 250,000,000 | ||
cash | $ 11,092,160,000 | RM 5,155,493 | |
Convertible Debt [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Insurance Deposit (in Ringgits) | RM | RM 250,000 |
Deposits (Details) - Schedule o
Deposits (Details) - Schedule of Deposits Consist of Non-Refundable Deposit - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Deposits (Details) - Schedule of Deposits Consist of Non-Refundable Deposit [Line Items] | ||
Total deposit allocation | $ 153 | $ 128 |
Land to be purchased at Kuantan Integrated Industrial Park [Member] | ||
Deposits (Details) - Schedule of Deposits Consist of Non-Refundable Deposit [Line Items] | ||
Nature | Non-refundable | |
Terms | 2% upon signing of letter of offer | |
Total deposit allocation | $ 82 | 82 |
Professional service in building Kuantan factory [Member] | ||
Deposits (Details) - Schedule of Deposits Consist of Non-Refundable Deposit [Line Items] | ||
Nature | Non-refundable | |
Terms | 1.5% upon signing of letter of acceptance | |
Total deposit allocation | $ 46 | $ 46 |
Public Relations Consulting Services [Member] | ||
Deposits (Details) - Schedule of Deposits Consist of Non-Refundable Deposit [Line Items] | ||
Nature | Refundable | |
Terms | One month fee charge | |
Total deposit allocation | $ 25 | |
Photocopiers Rent for Offices Use [Member] | ||
Deposits (Details) - Schedule of Deposits Consist of Non-Refundable Deposit [Line Items] | ||
Nature | Refundable | |
Terms | ||
Total deposit allocation |
Patent (Details)
Patent (Details) | Mar. 31, 2024 |
Patent [Abstract] | |
Finite useful life | 15 years |
Patent (Details) - Schedule of
Patent (Details) - Schedule of Gross Carrying Amount, Accumulate - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Graphite production, Acquisition cost | $ 6,474 | |
Graphite production, Accumulated amortization | (863) | $ (647) |
Graphite production, Net carrying amount | 5,611 | 5,827 |
Graphite production [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Graphite production, Acquisition cost | 216 | |
Graphite production, Accumulated amortization | (29) | (22) |
Graphite production, Net carrying amount | 187 | 194 |
Graphene Production [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Graphite production, Acquisition cost | 6,258 | |
Graphite production, Accumulated amortization | (834) | (625) |
Graphite production, Net carrying amount | $ 5,424 | $ 5,633 |
Patent (Details) - Schedule o_2
Patent (Details) - Schedule of Patent Acquisition Cost $ in Thousands | Mar. 31, 2024 USD ($) |
Schedule of Patent Acquisition Cost [Abstract] | |
For year ended September 30, 2024 | $ 324 |
For year ended September 30, 2025 | 432 |
For year ended September 30, 2026 | 432 |
For year ended September 30, 2027 | 432 |
For year ended September 30, 2028 | 432 |
Thereafter | 3,559 |
Total | $ 5,611 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Property and Equipment (Details) [Line Items] | ||||
Depreciation expenses | $ 1 | $ 2 | ||
Total cost | $ 1,223 | |||
Office equipment [Member] | ||||
Property and Equipment (Details) [Line Items] | ||||
Property and equipment | 20% | 20% | ||
Renovation [Member] | ||||
Property and Equipment (Details) [Line Items] | ||||
Property and equipment | 20% | 20% |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment Included in Continuing Operations - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, cost | $ 1,266 | $ 2 |
Less: accumulated depreciation | (2) | |
Property, plant, and equipment, net | 1,264 | 2 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 9 | 2 |
Renovation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 34 | |
Construction in progress – Machineries yet to be assembled [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,223 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Disclosure [Abstract] | ||||
Obtained loans | $ 475 | |||
Interest expense | $ 6 | $ 6 | $ 12 | $ 12 |
Debt (Details) - Schedule of Ob
Debt (Details) - Schedule of Obtained Loans from External Parties - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Schedule of Obtained Loans from External Parties [Abstract] | ||
Total interest payable | $ 47 | $ 35 |
Total debt and interest payable | $ 522 | $ 510 |
Debt (Details) - Schedule of In
Debt (Details) - Schedule of Interest Payable $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goh Meng Keong [Member] | |
Debt (Details) - Schedule of Interest Payable [Line Items] | |
Goh Seng Principle | $ 432 |
Interest rate | 5% |
Lending date | Mar. 22, 2022 |
Due | Sep. 30, 2024 |
Goh Seng Wei [Member] | |
Debt (Details) - Schedule of Interest Payable [Line Items] | |
Goh Seng Principle | $ 43 |
Interest rate | 5% |
Lending date | May 26, 2022 |
Due | Nov. 25, 2024 |
Debt (Details) - Schedule of De
Debt (Details) - Schedule of Debt Principal Payments $ in Thousands | Mar. 31, 2024 USD ($) |
Schedule of Debt Principal Payments [Abstract] | |
For year ended September 30, 2024 | $ 475 |
Total | $ 475 |
Accrued Bonus (Details)
Accrued Bonus (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Feb. 29, 2024 | |
Accrued Bonus (Details) [Line Items] | ||||
Bonus amount | $ 13,800 | |||
Shareholders total value | $ 1,380,000 | |||
Provision balance | $ 10,153 | $ 10,153 | ||
Graphjet Technology [Member] | ||||
Accrued Bonus (Details) [Line Items] | ||||
Issuance percentage | 1% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 31, 2024 | Mar. 11, 2024 | Sep. 30, 2023 | Jul. 01, 2022 | Mar. 10, 2022 |
Related Party Transactions [Line Items] | |||||
Owned percentage | 13.80% | 14.50% | |||
Production line | |||||
Rental amount | $ 800 | ||||
Working capital loan | 96,000 | ||||
Loans Payable | 47,000 | 35,000 | |||
Issued ordinary shares (in Shares) | 1,275,000 | ||||
Ordinary shares per share (in Dollars per share) | $ 4 | ||||
Outstanding balance | $ 5,100,000 | ||||
Payable | $ 5,756,000 | ||||
Payable | $ 656,000 | ||||
Mr. Lim Hooi Beng [Member] | |||||
Related Party Transactions [Line Items] | |||||
Owned percentage | 20% | 20% | |||
Common shares | 13.80% | 14.50% | |||
Mr. Aw Jeen Rong [Member] | |||||
Related Party Transactions [Line Items] | |||||
Common shares | 6% | 6.30% | |||
Mr. Liu Yu [Member] | |||||
Related Party Transactions [Line Items] | |||||
Common shares | 24.30% | ||||
Payable | $ 6,258,000 | ||||
Graphjet [Member] | |||||
Related Party Transactions [Line Items] | |||||
Common shares | 25.50% | ||||
Promissory Note [Member] | Sponsor [Member] | |||||
Related Party Transactions [Line Items] | |||||
Loans Payable | $ 1,142,000 | ||||
Common Stock [Member] | |||||
Related Party Transactions [Line Items] | |||||
Issued ordinary shares (in Shares) | 775,000 | ||||
Ordinary shares per share (in Dollars per share) | $ 4 | ||||
Outstanding balance | $ 3,100,000 | ||||
Payable | $ 1,218,000 | $ 2,232,000 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Advance to a Related Company - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Schedule of Advance to a Related Company [Abstract] | ||
Advances to a related company | $ 92 | $ 97 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of Long Term Liabilities - USD ($) $ in Thousands | Mar. 31, 2024 | Sep. 30, 2023 |
Schedule of Long Term Liabilities [Line Items] | ||
Payables to directors | $ 1,218 | $ 2,232 |
Lim Hooi Beng [Member] | ||
Schedule of Long Term Liabilities [Line Items] | ||
Payables to directors | 1,212 | 2,226 |
Aw Jeen Rong [Member] | ||
Schedule of Long Term Liabilities [Line Items] | ||
Payables to directors | $ 6 | $ 6 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - Schedule of No Commitment and Contingency Other than those Stated $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Long-Term Purchase Commitment [Line Items] | |
Total | $ 5,972 |
Land to be purchased at Kuantan Integrated Industrial Park [Member] | |
Long-Term Purchase Commitment [Line Items] | |
Commitments and Contingencies, term | 8% of purchase price upon signing of Sales and Purchase Agreement and 90% within 9 months after signing of Sales and Purchase Agreement |
Total | $ 3,944 |
Professional service in building Kuantan factory [Member] | |
Long-Term Purchase Commitment [Line Items] | |
Commitments and Contingencies, term | 98.5% of total contract value and payments at progressive claims basis |
Total | $ 1,920 |
Rental of premises [Member] | |
Long-Term Purchase Commitment [Line Items] | |
Commitments and Contingencies, term | Rental expense from April 2024 to January 2025 |
Total | $ 108 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - USD ($) | 3 Months Ended | ||||||
Mar. 31, 2024 | Mar. 11, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Shareholders’ Equity [Line Items] | |||||||
Shares divided | 1,000,000 | ||||||
Common stock, par value (in Dollars per share) | $ 4 | ||||||
Common stock shares issued | 1,275,000 | ||||||
Common stock vote | one | ||||||
Class A Ordinary Shares [Member] | |||||||
Shareholders’ Equity [Line Items] | |||||||
Shares divided | 479,000,000 | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.2405 | |||||
Common stock shares issued | 146,741,306 | 2,500,100 | |||||
Common stock share outstanding | 146,741,306 | 2,500,100 | |||||
Common Class B [Member] | |||||||
Shareholders’ Equity [Line Items] | |||||||
Shares divided | 20,000,000 | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Common stock shares issued | |||||||
Common stock share outstanding | |||||||
Common Stock [Member] | |||||||
Shareholders’ Equity [Line Items] | |||||||
Authorized share capital (in Dollars) | $ 50,000,000 | ||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||
Common stock share outstanding | 146,741,306 | 2,500,100 | 2,500,100 | 2,500,100 | 2,500,100 | 2,500,100 | |
Common Stock [Member] | Class A Ordinary Shares [Member] | |||||||
Shareholders’ Equity [Line Items] | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||
Common stock shares issued | 146,741,306 | ||||||
Common stock share outstanding | 146,741,306 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) | Feb. 28, 2024 |
Equity Incentive Plan [Member] | |
Equity Incentive Plan (Details) [Line Items] | |
Equity incentive plan | 10% |