Graphjet Technology (GTIJF) Risk Analysis

Securities quoted on OTC Pink are often subject to greater price volatility than securities on national exchanges. The limited liquidity and market depth may result in wide bid-ask spreads and significant fluctuations in the trading price of our Class A ordinary shares.

Certain investors may view a delisting as a negative signal regarding our performance or prospects. Additionally, some institutional investors or funds are restricted from investing in OTC Pink securities, which could reduce demand and adversely affect the market price.

The trading of our Class A ordinary shares on the Nasdaq Global Market was suspended on November 13, 2025, and is currently quoted on the OTC Pink Limited marketplace under the symbol "GTIJF". On May 30, 2024, Graphjet Technology received a notice (the "10-Q Notice") from Nasdaq Listing Qualifications ("Nasdaq") notifying the Company that as it has not yet filed its Form 10-Q for the period ended March 31, 2024 (the "Form 10-Q"), and the Company no longer complies with Listing Rule 5250(c)(1) for continued listing on Nasdaq. The Company has 60 calendar to submit to Nasdaq a plan to regain compliance, and if such plan is accepted, Nasdaq may grant the Company an exception of up to 180 calendar days from the prescribed due date for filing the Form 10-Q, or until November 18, 2024, to regain compliance. If Nasdaq does not accept the Company's plan, the Company will have the opportunity to appeal that decision to a Hearings Panel. The 10-Q Notice from Nasdaq has no immediate effect on the listing of the Company's ordinary shares. The Company is working diligently with its independent registered public accounting firm to complete the Form 10-Q. There can be no assurance that the Company will regain compliance with the Nasdaq's rules or maintain compliance with any of the other Nasdaq continued listing requirements. On February 21, 2025, the Company received written notice (the "Minimum Bid Price Notice") from Nasdaq indicating that the Company no longer complies with Nasdaq Listing Rule 5550(a)(2) requiring that listed securities maintain a minimum bid price of $1 per share (the "Minimum Bid Price Rule") based upon the Company's closing bid price for the last 32 consecutive days. Additionally, the Minimum Bid Price Notice confirms that Rule 5550(a)(2) grants the Company 180 calendar days, or until August 20, 2025, to regain compliance. Further, the Minimum Bid Price Notice states that Nasdaq will provide confirmation of compliance and close the matter if the Company's listed securities maintain the Minimum Bid Price for ten consecutive days at any time during the compliance period. The Minimum Bid Price Notice serves only as a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company's securities. Though there can be no assurance that the Company will regain or maintain compliance with the Minimum Bid Price Rule, the Company is exercising diligent efforts and intends to regain compliance with the Minimum Bid Price Rule within the compliance period. On February 28, 2025, the Company received a notification letter (the "Reports Notice") from Nasdaq indicating that, as a result of (i) the Company's delay in filing its Quarterly Report on Form 10-K for the period ended September 30, 2024 (the "Initial Delinquent Filing") with the SEC and (ii) the Company's delay in filing its Annual Report on Form 10-Q for the period ended December 31, 2024 (the "Second Delinquent Filing"), the Company is not in compliance with the requirements for continued listing under Nasdaq Listing Rule 5250(c)(1). The Reports Notice states that the Company has 60 calendar days, or until April 29, 2025, to submit a plan to regain compliance with Rule 5250(c)(1) with respect to the delinquent reports. If Nasdaq accepts the Company's plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Initial Delinquent Filing, or until July 14, 2025, to regain compliance. The Company continues to work diligently to complete the Form 10-K and the Form 10-Q. The Reports Notice has no immediate effect on the listing or trading of the Company's ordinary shares on the Nasdaq Global Market. On March 5, 2025, the Company received a notification letter (the "MVLS Notice") from Nasdaq which notified the Company that, for the 30 consecutive business days, the Company's market value of listed securities ("MVLS") closed below the $50,000,000 MVLS threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A) (the "MVLS Rule"). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days, or until September 1, 2025 (the "MVLS Compliance Period"), to regain compliance with the MVLS Rule. The MVLS Notice notes that, to regain compliance, the Company's MVLS must close at or above $50,000,000 for a minimum of ten consecutive business days during the MVLS Compliance Period. The MVLS Notice further notes that if the Company is unable to satisfy the MVLS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market). If the Company does not regain compliance by the end of the MVLS Compliance Period, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel. The MVLS Notice has no immediate effect on the listing or trading of the Company's ordinary shares on the Nasdaq Global Market. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards. On April 25, 2025, the Company received a notification letter (the "MVPHS Notice") from Nasdaq notifying the Company that, for the previous 30 consecutive business days, the Company's market value of publicly held shares ("MVPHS") closed below the $15,000,000 MVPHS threshold required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2) (the "MVPHS Rule"). In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until October 22, 2025 (the "MVPHS Compliance Period"), to regain compliance with the MVPHS Rule. The MVPHS Notice notes that, to regain compliance, the Company's MVPHS must close at or above $15,000,000 for a minimum of ten consecutive business days during the MVPHS Compliance Period. The MVPHS Notice further notes that if the Company is unable to satisfy the MVPHS requirement prior to such date, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that the Company then satisfies the requirements for continued listing on that market). If the Company does not regain compliance by the end of the MVPHS Compliance Period, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel. The MVPHS Notice has no immediate effect on the listing or trading of the Company's ordinary shares on the Nasdaq Global Market. The notice does not affect the Company's ongoing business operations or its reporting requirements with the SEC. The Company intends to actively monitor the Company's MVPHS between now and October 22, 2025, and may, if appropriate, evaluate available options to resolve the deficiencies and regain compliance with the MVPHS Rule. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards. In connection with the Reports Notice received on February 28, 2025, on June 4, 2025, the Company received a determination letter (the "Determination") from Nasdaq stating that Nasdaq had determined that the Company did not provide a definitive plan evidencing its ability to achieve compliance with the Listing Rule before July 15, 2025, or 180 days following the due date of the Initial Delinquent Filing. The Determination stated that, as a result, the Company's request for continued listing on Nasdaq was denied and that trading of the Company's ordinary shares will be suspended at the opening of business on June 13, 2025 and that a Form 25-NSE will be filed with the SEC, which will remove the Company's securities from listing and registration on Nasdaq. The Determination also stated that the Company is not in compliance with Listing Rule 5250(c)(1) due to the Company's delay in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2025. The Determination informed the Company that it may appeal the decision to a Hearings Panel (the "Panel"). On June 11, 2025, the Company submitted an appeal to Nasdaq requesting a hearing before the Panel pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Company intends to present to the Panel its plan to regain and thereafter maintain compliance with the Listing Rule. The hearing request stays the suspension of the Company's securities and the filing of the Form 25-NSE for a period of 15 days from the date of the request. In connection with the hearing request, the Company also requested a stay of the suspension pending the hearing (the "Additional Stay"). The Company submitted the payment of a hearing fee in the amount of $20,000.00 payable to Nasdaq. On June 12, 2025, the Company received a letter that the Staff's determination has been stayed, pending a final written decision by the Panel. The hearing will be held on July 17, 2025. Thus, the Company's Class A Ordinary Shares will continue to trade at least until the Company receives the written response to hearing. On June 18, 2025, the Company received a written notice from Nasdaq indicating that the Company no longer complied with Nasdaq Listing Rule 5450(a)(1) ("Rule 5450(a)(1)") requiring that listed securities maintain a minimum bid price of $0.10 per share based upon the Company's closing bid price for the last 10 consecutive trading days prior to the notice. The notice also stated that the noncompliance with Rule 5450(a)(1) serves as an additional basis for delisting the Company's securities from Nasdaq, and that the matter will be considered at the hearing to be held on July 17, 2025. This notice served only as a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company's securities. The suspension of the Company's securities due to its noncompliance with Rule 5450(a)(1) has been stayed pending the July 17, 2025 hearing. On July 17, 2025, Chris Lai, the Company's CEO/CFO attended the hearing with the Nasdaq Hearing Panel (the "Hearing Panel") and, together with the Company's attorney, presented the Company's case to the Hearing Panel. During the hearing, Chris Lai made a commitment to the Hearing Panel that the Company's Forms 10-Q for the three months ended December 31, 2024, March 31, 2025, and June 30, 2025 would be filed by the middle of September 2025. On July 25, 2025, the Company received a decision letter from the Nasdaq Hearings Panel granting the Company's request to continue its listing on The Nasdaq Stock. The decision is conditioned on the Company (i) demonstrating compliance with Nasdaq Listing Rule 5450(a)(1) (the "Bid Price Rule") on or before August 29, 2025, (ii) demonstrating compliance with Nasdaq Listing Rule 5450(c)(1) (the "Periodic Filing Rule") on or before September 15, 2025, and (iii) providing the Panel with an update regarding the Company's fundraising plans on or before September 30, 2025. On August 7, 2025, the Company held an extraordinary general meeting of the shareholders of the Company to vote and approve 1) The Share Capital Reorganization Proposal 2) The Share Consolidation Proposal 3) The Charter Amendment Proposal and 4) The Adjournment Proposal. On the same day, the Board approved the implementation of the share consolidation at a ratio of 1-for-60 (the "Share Consolidation"). On August 25, 2025, the Share Consolidation became effective, causing every 60 ordinary shares of $0.0001 issued and outstanding to automatically be combined into one ordinary share of $0.006. The Share Consolidation did not affect any shareholder's percentage ownership, except for adjustments that resulted from the treatment of fractional shares, which were rounded up to the nearest whole share. Further, the par value of the ordinary shares was increased from $0.0001 per share to $0.006 per share. On September 2, 2025, the Company received a written notice from Nasdaq indicating that because the Company did not regain compliance with the MVLS Rule, requiring that the Company maintain a minimum market value of its listed securities of $50,000,000 for 30 consecutive trading days, by September 1, 2025, Nasdaq will consider this deficiency in their decision regarding the Company's continued listing on The Nasdaq Global Market. The notice has no immediate effect on the listing of the Company's ordinary shares on The Nasdaq Global Market. However, Nasdaq has requested the Company to present its views with respect to this notice to Nasdaq in writing no later than September 9, 2025. The Company has previously agreed with Nasdaq that it would provide Nasdaq with an update regarding the Company's fundraising plans on or before September 30, 2025. On September 26, 2025, the Company provided Nasdaq with an update regarding its fundraising plans. On September 24, 2025, the Company received a written notice from Nasdaq indicating the Company has regained compliance with the Period Filing Rule, which requires all listed companies to timely file all required period financial reports with U.S. Securities and Exchange Commission, and the Bid Price Rule, which requires listed companies to maintain a minimum bid price of at least $1.00 per share for their primary equity security to remain listed, as required by the July 25, 2025 decision in this matter determined by the Panel. The notice further stated that the Company will be subject to a Mandatory Panel Monitor for a period of one year from the date of the notice, which means that if within that one-year monitoring period, Nasdaq finds that the Company is out of compliance with the Periodic Filing Rule, the Company will not be permitted to provide Nasdaq with a plan of compliance with respect to that deficiency and Nasdaq will not be permitted to grant additional time for the Company to regain compliance with respect to that deficiency. Instead, Nasdaq will issue a Delist Determination Letter, and the Company will then have an opportunity to request a new hearing with the Panel or a newly convened Hearings Panel, if the Panel is unavailable. The Company's securities may be delisted from Nasdaq at that time. On October 29, 2025, the Company received a written notice from Nasdaq indicating that because the Company did not regain compliance with Nasdaq Listing Rule 5450(b)(2)(C), requiring that the Company maintain a minimum market value of its publicly held shares of $15,000,000 for 30 consecutive trading days (the "MVPHS Requirement"), by October 22, 2025, Nasdaq will consider this deficiency in their decision regarding the Company's continued listing on the Nasdaq Global Market. The Notice further stated that the Company also does not currently satisfy the continued listing requirements under the Nasdaq Global Market's Maintenance Standard 2, which includes the MVPHS Requirement described above. Further, the Company, at the request of Nasdaq, has been providing updates to Nasdaq's Hearings Panel regarding its fundraising plans and also plans to regain compliance with its continued listing requirements. The Notice has no immediate effect on the listing of the Company's ordinary shares on The Nasdaq Global Market. However, Nasdaq has requested the Company to present its views with respect to this Notice to Nasdaq in writing no later than November 5, 2025. On November 11, 2025, the Company received a written notice from a Hearings Advisor from the Office of the General Counsel of The Nasdaq Stock Market LLC indicating that the Nasdaq Hearings Panel (the "Panel") determined to delist Graphjet's securities from The Nasdaq Global Market. The Panel's determination was based on Graphjet's failure to regain compliance with Nasdaq Listing Rules 5450(b)(2&3)(C) and 5450(b)(2)(A), the market value of publicly held shares and market value of listed securities, respectively. Accordingly, Graphjet's securities were suspended from trading on November 13, 2025. Effective on November 13, 2025, Graphjet's Class A ordinary shares commenced trading on the OTC Markets under the ticker symbol "GTIJF".

The trading market for our Class A Ordinary Share will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. Securities and industry analysts do not currently, and may never, publish research on the Graphjet Technology. If no securities or industry analysts commence coverage of Graphjet Technology, the stock price and trading volume of the Class A Ordinary Shares of Graphjet Technology would likely be negatively impacted. If any of the analysts who may cover Graphjet Technology change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of the Class A Ordinary Shares would likely decline. If any analyst who may cover the Company were to cease coverage of Graphjet Technology or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause the stock price or trading volume of the Class A Ordinary Shares to decline,

Broad market and industry factors may materially harm the market price of Graphjet Technology's securities irrespective of its operating performance. The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of Graphjet Technology's securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to Graphjet Technology could depress Graphjet Technology's share price regardless of its business, prospects, financial conditions or results of operations. You may not be able to resell your Class A Ordinary Shares at an attractive price due to a number of factors such as those listed in "- Risks Related to Our Business and Industry" and the following: - actual or anticipated fluctuations in Graphjet Technology's quarterly financial results or the quarterly financial results of companies perceived to be similar to it;- changes in the market's expectations about Graphjet Technology's operating results;- success or entry of competitors;- Graphjet Technology's operating results failing to meet the expectation of securities analysts or investors in a particular period;- changes in financial estimates and recommendations by securities analysts concerning Graphjet Technology or the homebuilding industry in general;- operating and share price performance of other companies that investors deem comparable to Graphjet Technology;- Graphjet Technology's ability to bring its products and technologies to market on a timely basis, or at all;- changes in laws and regulations affecting Graphjet Technology's business;- Graphjet Technology's ability to meet compliance requirements;- commencement of, or involvement in, litigation involving Graphjet Technology;- changes in Graphjet Technology's capital structure, such as future issuances of securities or the incurrence of additional debt;- the volume of Graphjet Technology's shares of ordinary share available for public sale;- any major change in the Graphjet Technology's Board of Directors (the "Board of Directors") or management;- sales of substantial amounts of Graphjet Technology's shares of Ordinary Share by its directors, executive officers or significant stockholders or the perception that such sales could occur;- general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations, and acts of war or terrorism, inflation and market liquidity; and - the other risk factors set forth in the "- Risks Related to Graphjet Technology's Business and Industry." A decline in the market price of Graphjet Technology's securities also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future. In the past, following periods of market volatility, stockholders have initiated derivative actions. If we are involved in derivative litigation, it could have a substantial cost and divert resources and the attention of management from our business regardless of the outcome of the litigation

The sale of our Class A Ordinary Shares in the public market, or the perception that such sales could occur, could harm the prevailing market price of our Class A Ordinary Shares. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that it deems appropriate. In addition, the Class A Ordinary Shares reserved for future issuance under the Equity Incentive Plan will become eligible for sale in the public market once those shares are issued, subject to any applicable vesting requirements, lockup agreements and other restrictions imposed by law. A total number of shares equal to 248,385 have been reserved for future issuance under the Equity Incentive Plan. We intend to file a registration statement on Form S-8 under the Securities Act to register Class A Ordinary Shares or securities convertible into or exchangeable for Class A Ordinary Shares issued pursuant to the Equity Incentive Plan, which registration statement will automatically become effective upon filing. Accordingly, shares registered under the registration statements will be available for sale in the open market. In the future, we may also issue its securities in connection with investments or acquisitions. The amount of Class A Ordinary Shares issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding Class A Ordinary Shares. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to our shareholders.

The trading market for our ordinary shares depends, to some extent, on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts, or the information contained in their reports. If one or more analysts publish research reports that are interpreted negatively by the investment community, or have a negative tone regarding our business, financial condition or results of operations, industry or end-markets, our share price could decline. In addition, if a majority of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

The price of our securities may vary significantly due to factors specific to us as well as to general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.