Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Graphjet Technology (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
G30449105 (CUSIP Number) |
Aiden Lee Ping Wei 44, Lorong Alma Jaya, Taman Alma Jaya 31, Bukit Mertajam, Pulau Pinang, N8, 14000 60182727799 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/15/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G30449105 |
| 1 |
Name of reporting person
Aiden Lee Ping Wei | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MALAYSIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
100,789,569.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
57.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Includes (i) 71,789,569 shares of Class A ordinary shares, par value $0.0001 ("Shares"), and (ii) 29,000,000 Shares (the "Issuable Shares") issuable to the Reporting Person upon exercise of the Warrants (as defined below). The beneficial ownership described above excludes 171,000,000 Shares issuable to the Reporting Person upon exercise of the Warrants (the "Excluded Shares") because the Excluded Shares underlying the Warrants are not deemed to be "beneficially owned" under applicable Securities and Exchange Commission (the "SEC") rules. The Company's stockholder approval is required in order for the Excluded Shares underlying the Warrants to become issuable thereunder. (2) Percentage is calculated based upon (i) the Issuable Shares and (ii) the 146,741,306 Shares outstanding as of October 31, 2024, as disclosed in the Form S-1/A filed by the Issuer with the SEC on November 1, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value $0.0001 per share |
| (b) | Name of Issuer:
Graphjet Technology |
| (c) | Address of Issuer's Principal Executive Offices:
Lot 3895, Lorong 6D, Kampung Baru Subang, Seksyen U6, Shah Alam, Selangor,
MALAYSIA
, 40150. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is supplemented as follows: On May 15, 2025, the Reporting Person entered into a Warrant Subscription Agreement with the Issuer (the "Subscription Agreement"). Pursuant to the terms of the Subscription Agreement, the Reporting Person purchased 20,000,000 warrants (the "Warrants") to purchase up to 200,000,000 Shares at an exercise price of $0.055 per warrant share. The issuance of the Excluded Shares underlying the Warrants requires stockholder approval. The Warrants were acquired with the personal funds of the Reporting Person. The descriptions of the Subscription Agreement and the Warrant contained in this Item 3 do not purport to be complete and are subject to, and qualified in their entirety by, reference to the full text of the Subscription Agreement, and the Warrant, which are attached hereto as Exhibit 99.5 and Exhibit 99.6, respectively, and are incorporated by reference herein. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Schedule 13D is amended and restated as follows: See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Shares and percentage of Shares beneficially owned by the Reporting Person. The aggregate percentage of Shares reported beneficially owned by the Reporting Person is based upon (i) the Issuable Shares and (ii) the 146,741,306 Shares outstanding as of October 31, 2024, as disclosed in the Form S-1/A filed by the Issuer with the Securities and Exchange Commission on November 1, 2024. As of the date hereof, the Reporting Person may be deemed the beneficial owner of 100,789,569 Shares. The beneficial ownership described above excludes the Excluded Shares issuable to the Reporting Person upon exercise of the Warrants because the Excluded Shares underlying the Warrants are not deemed to be "beneficially owned" under applicable SEC rules. The Company's stockholder approval is required in order for the Excluded Shares underlying the Warrants to become issuable thereunder. In the event the Company's stockholders approve the issuance of the Excluded Shares underlying the Warrants, the Reporting Person could be deemed the beneficial owner of 271,789,569 Shares, representing 78.4% of the total outstanding Shares of the Company. This aggregate percentage of Shares that would be reported beneficially owned by the Reporting Person is based upon (i) the Issuable Shares, (ii) the Excluded Shares, and (iii) the 146,741,306 Shares outstanding as of October 31, 2024, as disclosed in the Form S-1/A filed by the Issuer with the Securities and Exchange Commission on November 1, 2024. |
| (b) | See rows (7) through (10) of the cover page to this Schedule 13D for the Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. |
| (c) | Except as set forth in Item 3 above, the Reporting Person has not effected any transactions in the Shares during the past sixty days. The information set forth in Items 3 and 4 above is hereby incorporated by reference into this Item 5. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is amended as follows: Exhibit Number Description 99.5 - Warrant Subscription Agreement, dated as of May 15, 2025, by and between Aiden Lee Ping Wei and Graphjet Technology. 99.6 - Form of Warrant. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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