CORRESP Filing
GRAPHJET TECHNOLOGY
Date: Aug. 7, 2025 · CIK: 0001879373 · Accession: 0001213900-25-073120
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41070
Referenced dates: July 2, 2025
Letter
NEW YORK LONDON SINGAPORE
HANOI HO CHI MINH CITY SHANGHAI
PHILADELPHIA CHICAGO FIRM and AFFILIATE OFFICES ATLANTA BALTIMORE
WASHINGTON, DC
WILMINGTON
SAN FRANCISCO
MIAMI
SILICON VALLEY
BOCA RATON
SAN DIEGO
PITTSBURGH
LOS ANGELES
NORTH JERSEY
BOSTON www.duanemorris.com LAS VEGAS
HOUSTON
SOUTH JERSEY
DALLAS
LAKE TAHOE
FORT WORTH
MYANMAR
AUSTIN
ALLIANCES IN MEXICO
August 7, 2025
Via EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention: Stephany Yang Kevin Woody
RE: Graphjet Technology Form 8-K Furnished June 23, 2025 File No. 001-41070
On behalf of Graphjet Technology (the " Company "), we are hereby responding to the letter dated July 2, 2025, (the "Comment Letter") from the staff (the "Staff") of the Securities and Exchange Commission (" SEC "), regarding the Company's Current Report on Form 8-K furnished June 23, 2025 (the " 8-K "). In response to the Comment Letter, and to update certain information in the 8-K, the Company previously furnished Amendment No. 1 to the Current Report on Form 8-K on July 14, 2025 (" Amendment No. 1 to 8-K ") and is submitting this response letter with the SEC today.
Capitalized terms used but not defined in this letter have the meanings as defined in the Amended Registration Statement.
For ease of reference, the text of the Staff's comment is included in bold-face type below, followed by the Company's response.
Securities and Exchange Commission
August 7, 2025
Page 2
Form 8-K Furnished June 23, 2025
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report
or Completed Interim Review, page 1
1. Please amend your filing to indicate clearly whether you are filing under Item 4.02(a) or 4.02(b) of Form 8-K and:
· disclose whether the Board of Directors, Committee of the Board of Directors or authorized Officers concluded that your financial statements should no longer be relied on, and revise disclosures to comply with Item 4.02(a) of Form 8-K; or
· disclose whether you were advised by, or received notice from, your independent accountant that disclosure should be made or action should be taken to prevent future reliance on the previously issued audit report related to previously issued financial statements, and revise disclosures to comply with Item 4.02(b) and 4.02(c) of Form 8-K, as applicable.
Response: In response to the Staff's comment, the Company has furnished Amendment No. 1 to 8-K to expressly state that the disclosure regarding non-reliance on previously issued financial statements for the year ended September 30, 2023 was made pursuant to Item 4.02(a) of Form 8-K. Amendment No. 1 to 8-K contains an explanatory note and restates Item 4.02(a) to reflect this clarification. No other changes were made to the original filing.
If you have further questions or comments, please do not hesitate to contact me at 202-776-5248 or atucker@duanemorris.com. Thank you very much for your assistance.
Very truly yours,
/s/ Andrew M. Tucker
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CORRESP
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filename1.htm
NEW YORK
LONDON
SINGAPORE
HANOI
HO CHI MINH CITY
SHANGHAI
PHILADELPHIA
CHICAGO
FIRM and AFFILIATE OFFICES
ATLANTA
BALTIMORE
WASHINGTON, DC
WILMINGTON
SAN FRANCISCO
MIAMI
SILICON VALLEY
BOCA RATON
SAN DIEGO
PITTSBURGH
LOS ANGELES
NORTH JERSEY
BOSTON
www.duanemorris.com
LAS VEGAS
HOUSTON
SOUTH JERSEY
DALLAS
LAKE TAHOE
FORT WORTH
MYANMAR
AUSTIN
ALLIANCES IN MEXICO
August 7, 2025
Via EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention:
Stephany Yang
Kevin Woody
RE:
Graphjet Technology
Form 8-K Furnished June 23, 2025
File No. 001-41070
On behalf of Graphjet Technology (the " Company "),
we are hereby responding to the letter dated July 2, 2025, (the "Comment Letter") from the staff (the "Staff")
of the Securities and Exchange Commission (" SEC "), regarding the Company's Current Report on Form 8-K furnished
June 23, 2025 (the " 8-K "). In response to the Comment Letter, and to update certain information in the 8-K, the Company
previously furnished Amendment No. 1 to the Current Report on Form 8-K on July 14, 2025 (" Amendment No. 1 to 8-K ")
and is submitting this response letter with the SEC today.
Capitalized terms used but not defined in this letter have the meanings
as defined in the Amended Registration Statement.
For ease of reference, the text of the Staff's comment is included
in bold-face type below, followed by the Company's response.
Securities and Exchange Commission
August 7, 2025
Page 2
Form 8-K Furnished June 23, 2025
Item 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report
or Completed Interim Review, page 1
1. Please amend your filing to indicate clearly whether you are filing under Item 4.02(a) or 4.02(b)
of Form 8-K and:
· disclose whether the Board of Directors, Committee of
the Board of Directors or authorized Officers concluded that your financial statements should no longer be relied on, and revise disclosures
to comply with Item 4.02(a) of Form 8-K; or
· disclose whether you were advised by, or received notice
from, your independent accountant that disclosure should be made or action should be taken to prevent future reliance on the previously
issued audit report related to previously issued financial statements, and revise disclosures to comply with Item 4.02(b) and 4.02(c)
of Form 8-K, as applicable.
Response: In response to the Staff's
comment, the Company has furnished Amendment No. 1 to 8-K to expressly state that the disclosure regarding non-reliance on previously
issued financial statements for the year ended September 30, 2023 was made pursuant to Item 4.02(a) of Form 8-K. Amendment No. 1 to 8-K
contains an explanatory note and restates Item 4.02(a) to reflect this clarification. No other changes were made to the original filing.
If you have further questions or comments, please
do not hesitate to contact me at 202-776-5248 or atucker@duanemorris.com. Thank you very much for your assistance.
Very truly yours,
/s/ Andrew M. Tucker
Andrew M. Tucker
AMT