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Restatement of Previously Issued Financial Statements | 9 Months Ended | 12 Months Ended
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Jun. 30, 2025 | Sep. 30, 2024
Restatement of Previously Issued Financial Statements [Abstract] |  |
Restatement of Previously Issued Financial Statements | Note 21 - Restatement of Previously Issued Financial Statements The Company identified material misstatements in its previously issued unaudited condensed financial statements as of June 30, 2024 and for the three and nine months ended June 30, 2024 as below, and as a result the Company has restated the previously issued unaudited condensed consolidated financial statements as of June 30, 2024 and for the three and nine months ended June 30, 2024 in accordance with ASC 250 Accounting Changes and Error Corrections, to reflect the effects of the restatement adjustments and to make certain corresponding disclosures. The categories of adjustments and their impacts on previously issued financial statements are described below and identified in the Restatement Reconciliation Tables in the column entitled “Reference”:
a. | The Company failed to record the correct cost of the intellectual property purchased from a related party, incorrectly recorded the amortization expense, and incorrectly recorded the liability without considering imputed interest related to the intellectual property purchased. Such failure has resulted in the misstatements of “Intangible assets, net”, “Accumulated deficit” and “Accumulated other comprehensive (loss) profit” as of June 30, 2024, and misstatements of “General and administrative expenses” and “Net loss” for the three and nine months ended June 30, 2024.
b. | The Company incorrectly recorded the merger transaction costs as general and administrative expenses. Such failure has resulted in the misstatements of “Deferred merger costs”, “Additional paid-in capital”, “Accumulated deficit” and “Accumulated other comprehensive (loss) profit” as of June 30, 2024, and misstatements of “General and administrative expenses” and “Net loss” for the nine months ended June 30, 2024.
c. | The Company incorrectly classified other expenses as general and administrative expenses, and under accrued the bonus of the senior management team of Graphjet for the successful business combination and corporate listing, and classified changes in payable to director as operating activities. Such failure has resulted in the misstatements of “Provision for bonus”, “Accumulated deficit” and “Accumulated other comprehensive (loss) profit” as of June 30, 2024, and misstatements of “General and administrative expenses”, “Other expenses, net” and “Net loss” for the three and nine months ended June 30, 2024, and misstatements of “Statements of cash flows” for the nine months ended June 30, 2024.
d. | The Company incorrectly recorded the accounts related to reverse recapitalization. Such failure has resulted in the misstatements of “Balance sheet” as of June 30, 2024, misstatements of “Weighted average number of ordinary shares outstanding - basic and diluted” for the three and nine months ended June 30, 2024, and misstatements of “Statements of cash flows” for the nine months ended June 30, 2024.
e. | The Company incorrectly used historical exchange rate to translated certain accounts from Malaysian Ringgit (“RM”) into US$. Such failure has resulted in the misstatements of “Balance sheet” as of June 30, 2024, and misstatements of “Statements of operations and comprehensive loss” for the three and nine months ended June 30, 2024, and misstatements of “Statements of cash flows” for the nine months ended June 30, 2024.
In the following tables, the Company presented a reconciliation of consolidated balance sheets, statements of operations and comprehensive loss, and cash flows as previously issued for these prior periods to the restated and revised amounts. Summary of Restatements - Unaudited Condensed Consolidated Statements of Operations and Comprehensive loss:
|  | For the Three Months Ended June 30, 2024 |
|  | As previously reported |  |  | Adjustments |  |  | Reference |  | As restated |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |
General and administrative expenses |  | $ | 2,132,149 |  |  | $ | (119,211 | ) |  | a, c, e |  | $ | 2,012,938 |
Total operating expenses |  |  | 2,132,149 |  |  |  | (119,211 | ) |  | a, c, e |  |  | 2,012,938 |
Loss from operations |  |  | (2,132,149 | ) |  |  | 119,211 |  |  | a, c, e |  |  | (2,012,938 | )
Other income (expenses) |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense, net |  |  | (5,796 | ) |  |  | 514 |  |  | e |  |  | (5,282 | )
Other expenses, net |  |  | - |  |  |  | (311 | ) |  | c |  |  | (311 | )
Total other expense, net |  |  | (5,796 | ) |  |  | 203 |  |  | c, e |  |  | (5,593 | )
Loss before income taxes |  |  | (2,137,945 | ) |  |  | 119,414 |  |  | a, c, e |  |  | (2,018,531 | )
Income tax expense |  |  | - |  |  |  | - |  |  |  |  |  | - |
Net loss |  | $ | (2,137,945 | ) |  | $ | 119,414 |  |  | a, c, e |  | $ | (2,018,531 | )
Foreign currency translation adjustment |  |  | (18,415 | ) |  |  | (1,937 | ) |  | a, c, e |  |  | (20,352 | )
Total comprehensive loss attributable to ordinary shareholders |  | $ | (2,156,360 | ) |  | $ | 117,477 |  |  | a, c, e |  | $ | (2,038,883 | )
Weighted average number of ordinary shares outstanding - basic and diluted* |  |  | 2,445,688 |  |  |  | (41 | ) |  | d |  |  | 2,445,647 |
Loss per ordinary share - basic and diluted* |  | $ | (0.87 | ) |  | $ | 0.04 |  |  | a, b, c, d e |  | $ | (0.83 | )
* | Giving retroactive effect to reverse recapitalization effected on March 14, 2024 to reflect exchange ratio of approximately 55.1 as described in Note 4 and share combination at a ratio of one-for-sixty effected on August 25, 2025 as described in Note 1.
Summary of Restatements - Unaudited Condensed Consolidated Statements of Operations and Comprehensive loss:
|  | For the Nine Months Ended June 30, 2024 |
|  | As previously reported |  |  | Adjustments |  |  | Reference |  | As restated |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |
General and administrative expenses |  | $ | 14,139,078 |  |  | $ | 2,189,882 |  |  | a, b, c, e |  | $ | 16,328,960 |
Total operating expenses |  |  | 14,139,078 |  |  |  | 2,189,882 |  |  | a, b, c, e |  |  | 16,328,960 |
Loss from operations |  |  | (14,139,078 | ) |  |  | (2,189,882 | ) |  | a, b, c, e |  |  | (16,328,960 | )
Other income (expenses) |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense, net |  |  | (17,440 | ) |  |  | (345,044 | ) |  | a, c |  |  | (362,484 | )
Other expenses, net |  |  | - |  |  |  | (1,363 | ) |  | c |  |  | (1,363 | )
Total other expense, net |  |  | (17,440 | ) |  |  | (346,407 | ) |  | a, c |  |  | (363,847 | )
Loss before income taxes |  |  | (14,156,518 | ) |  |  | (2,536,289 | ) |  | a, b, c, e |  |  | (16,692,807 | )
Income tax expense |  |  | - |  |  |  | - |  |  |  |  |  | - |
Net loss |  | $ | (14,156,518 | ) |  | $ | (2,536,289 | ) |  | a, b, c, e |  | $ | (16,692,807 | )
Foreign currency translation adjustment |  |  | (29,994 | ) |  |  | (164,327 | ) |  | a, b, c, e |  |  | (194,321 | )
Total comprehensive loss attributable to ordinary shareholders |  | $ | (14,186,512 | ) |  | $ | (2,700,616 | ) |  | a, b, c, e |  | $ | (16,887,128 | )
Weighted average number of ordinary shares outstanding - basic and diluted* |  |  | 972,814 |  |  |  | 1,382,286 |  |  | d |  |  | 2,355,100 |
Loss per ordinary share - basic and diluted* |  | $ | (14.55 | ) |  | $ | 7.46 |  |  | a, b, c, d, e |  | $ | (7.09 | )
* | Giving retroactive effect to reverse recapitalization effected on March 14, 2024 to reflect exchange ratio of approximately 55.1 as described in Note 4 and share combination at a ratio of one-for-sixty effected on August 25, 2025 as described in Note 1.
Summary of Restatements - Unaudited Condensed Consolidated Statements of Cash Flows:
|  | For the Nine Months Ended June 30, 2024 |
|  | As previously reported |  |  | Adjustments |  |  | Reference |  | As restated |
Cash flows from operating activities: |  |  |  |  |  |  |  |  |  |  |
Net loss |  | $ | (14,156,518 | ) |  | $ | (2,536,289 | ) |  | a, b, e |  | $ | (16,692,807 | )
Adjustments to reconcile net loss to net cash used in operating activities. |  |  |  |  |  |  |  |  |  |  |  |  |  |
Amortization expense |  |  | 323,772 |  |  |  | (323,696 | ) |  | a, e |  |  | 76 |
Depreciation expense |  |  | 3,870 |  |  |  | (12 | ) |  | e |  |  | 3,858 |
Foreign currency translation |  |  | (29,994 | ) |  |  | 29,994 |  |  | e |  |  | - |
Changes in operating assets and liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |
Prepaid expenses |  |  | 125,596 |  |  |  | (32,110 | ) |  | d, e |  |  | 93,486 |
Advance to a related company |  |  | 97,882 |  |  |  | (529 | ) |  | e |  |  | 97,353 |
Deposits |  |  | (43,114 | ) |  |  | (763 | ) |  | e |  |  | (43,877 | )
Other receivables |  |  | (47,018 | ) |  |  | (337 | ) |  | e |  |  | (47,355 | )
Interests payable |  |  | 17,433 |  |  |  | (9 | ) |  | e |  |  | 17,424 |
Other payables |  |  | (289,900 | ) |  |  | 290,000 |  |  | d |  |  | 100 |
Accrued expenses |  |  | (878,520 | ) |  |  | 1,071,791 |  |  | d, e |  |  | 193,271 |
Related party payable |  |  | (88,542 | ) |  |  | 88,542 |  |  | d |  |  | - |
Deferred underwriting fee |  |  | (2,000,000 | ) |  |  | 2,000,000 |  |  | d |  |  | - |
Payable to directors |  |  | 2,463,297 |  |  |  | (2,463,297 | ) |  | a, c, d, e |  |  | - |
Provision for bonus |  |  | 10,154,677 |  |  |  | 3,645,323 |  |  | c |  |  | 13,800,000 |
Net cash used in operating activities |  |  | (4,347,079 | ) |  |  | 1,768,608 |  |  | a, b, c, d, e |  |  | (2,578,471 | )
Cash flows from investing activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Purchases of property and equipment |  |  | (1,271,043 | ) |  |  | (691 | ) |  | e |  |  | (1,271,734 | )
Net cash used in investing activities |  |  | (1,271,043 | ) |  |  | (691 | ) |  | e |  |  | (1,271,734 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Proceeds from issuance of shares |  |  | 6,260,259 |  |  |  | (6,260,259 | ) |  | d |  |  | - |
Repayment of working capital loan |  |  | (555,358 | ) |  |  | 555,358 |  |  | d |  |  | - |
Proceeds from long-term debt - related party |  |  | - |  |  |  | 2,583,996 |  |  | c |  |  | 2,583,996 |
Repayments to long-term debt - related party |  |  | - |  |  |  | (105,988 | ) |  | c |  |  | (105,988 | )
Payments of deferred merger costs |  |  | - |  |  |  | (919,446 | ) |  | b, e |  |  | (919,446 | )
Proceeds from the completion of reverse recapitalization |  |  | - |  |  |  | 1,231 |  |  | d |  |  | 1,231 |
Proceeds from PIPE investment |  |  | - |  |  |  | 2,500,000 |  |  | b, c, d, e |  |  | 2,500,000 |
Net cash provided by financing activities |  |  | 5,704,901 |  |  |  | (1,645,108 | ) |  | b, c, d, e |  |  | 4,059,793 |
Effect of exchange rate changes |  |  | - |  |  |  | (122,809 | ) |  | e |  |  | (122,809 | )
Net change in cash |  |  | 86,779 |  |  |  | - |  |  |  |  |  | 86,779 |
Cash - beginning of the period |  |  | 1,430 |  |  |  | - |  |  |  |  |  | 1,430 |
Cash - end of the period |  | $ | 88,209 |  |  | $ | - |  |  |  |  | $ | 88,209 |
| Note 21 - Restatement of Previously Issued Financial Statements The Company identified material misstatements in its previously issued financial statements as of September 30, 2023 and for the year ended September 30, 2023 as below, and as a result the Company has restated the previously issued consolidated financial statements as of September 30, 2023 and for the year ended September 30, 2023 in accordance with ASC 250 Accounting Changes and Error Corrections, to reflect the effects of the restatement adjustments and to make certain corresponding disclosures. The categories of adjustments and their impacts on previously issued financial statements are described below and identified in the Restatement Reconciliation Tables in the column entitled “Reference”:
| a. | The Company failed to record the correct cost of the intellectual property purchased from a related party, incorrectly recorded the amortization expense, and incorrectly recorded the liability without considering imputed interest related to the intellectual property purchased. Such failure has resulted in the misstatements of “Intangible assets, net”, “Compensation payable to a shareholder”, “Accumulated deficit” and “Accumulated other comprehensive (loss) profit” as of September 30, 2023, and misstatements of “General and administrative expenses” and “Net loss” for the year ended September 30, 2023.
| b. | The Company incorrectly recorded the merger transaction costs as general and administrative expenses, and incorrectly recorded the liability related to the intellectual property purchased. Such failure has resulted in the misstatements of “Deferred merger costs”, “Accumulated deficit” and “Accumulated other comprehensive (loss) profit” as of September 30, 2023, and misstatements of “General and administrative expenses” and “Net loss” for the year ended September 30, 2023.
| c. | The Company incorrectly recorded some professional expenses incurred in year ended September 30, 2023 to record in the year of 2024. Such failure has resulted in the misstatements of “Other payables and accrued expenses” and “Accumulated deficit” as of September 30, 2023, and misstatements of “General and administrative expenses” and “Net loss” for the year ended September 30, 2023.
| d. | The Company incorrectly classified the payable to directors as non-current liabilities. Such failure has resulted in the misstatements of “Current liabilities” and “Non-current liabilities” as of September 30, 2023.
In the following tables, the Company presented a reconciliation of consolidated balance sheets, statements of operations and comprehensive loss, and cash flows as previously issued for these prior periods to the restated and revised amounts. Summary of Restatements - Consolidated Balance Sheets:
|  | As of September 30, 2023 |
|  | As previously reported |  |  | Adjustments |  |  | Reference |  | As restated |
ASSETS |  |  |  |  |  |  |  |  |  |  |
CURRENT ASSETS |  |  |  |  |  |  |  |  |  |  |
Cash |  | $ | 1,430 |  |  | $ | - |  |  |  |  | $ | 1,430 |
Prepaid expenses |  |  | 154,519 |  |  |  | - |  |  |  |  |  | 154,519 |
Advance to a related company |  |  | 97,882 |  |  |  | - |  |  |  |  |  | 97,882 |
Deposits |  |  | 127,664 |  |  |  | - |  |  |  |  |  | 127,664 |
Other receivables |  |  | 54,468 |  |  |  | - |  |  |  |  |  | 54,468 |
Total current assets |  |  | 435,963 |  |  |  | - |  |  |  |  |  | 435,963 |
OTHER ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |
Property and equipment, net |  |  | 1,598 |  |  |  | - |  |  |  |  |  | 1,598 |
Intangible assets, net |  |  | 5,826,499 |  |  |  | (5,826,499 | ) |  | a |  |  | - |
Software, net |  |  | 337 |  |  |  | - |  |  |  |  |  | 337 |
Deferred merger costs |  |  | - |  |  |  | 704,334 |  |  | b |  |  | 704,334 |
Total non-current assets |  |  | 5,828,434 |  |  |  | (5,122,165 | ) |  | a, b |  |  | 706,269 |
Total assets |  | $ | 6,264,397 |  |  | $ | (5,122,165 | ) |  | a, b |  | $ | 1,142,232 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |
CURRENT LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |
Loans from third parties |  | $ | 510,234 |  |  | $ | - |  |  |  |  | $ | 510,234 |
Other payables and accrued expenses |  |  | 348,807 |  |  |  | 41,450 |  |  | c |  |  | 390,257 |
Payable to directors |  |  | - |  |  |  | 2,231,781 |  |  | d |  |  | 2,231,781 |
Total current liabilities |  |  | 859,041 |  |  |  | 2,273,231 |  |  | c, d |  |  | 3,132,272 |
OTHER LIABILITIES |  |  |  |  |  |  |  |  |  |  |  |  |  |
Payable to directors |  |  | 2,231,781 |  |  |  | (2,231,781 | ) |  | d |  |  | - |
Compensation payable to a shareholder |  |  | 5,756,366 |  |  |  | (418,093 | ) |  | a |  |  | 5,338,273 |
Total non-current liabilities |  |  | 7,988,147 |  |  |  | (2,649,874 | ) |  | a, d |  |  | 5,338,273 |
Total liabilities |  |  | 8,847,188 |  |  | $ | (376,643 | ) |  | a, c, d |  |  | 8,470,545 |
COMMITMENTS AND CONTINGENCIES |  |  |  |  |  |  |  |  |  |  |  |  |  |
SHAREHOLDERS’ DEFICIT |  |  |  |  |  |  |  |  |  |  |  |  |  |
Ordinary shares, $0.0001 par value; 479,000,000 shares authorized; 137,750,000* shares issued and outstanding as of September 30, 2023 |  |  | 13,775 |  |  |  | - |  |  |  |  |  | 13,775 |
Additional paid-in capital |  |  | 587,499 |  |  |  | - |  |  |  |  |  | 587,499 |
Accumulated deficit |  |  | (3,255,885 | ) |  |  | (4,727,705 | ) |  | a, b, c |  |  | (7,983,590 | )
Accumulated other comprehensive income |  |  | 71,820 |  |  |  | (17,817 | ) |  | a, b, c |  |  | 54,003 |
Total shareholders’ deficit |  |  | (2,582,791 | ) |  |  | (4,745,522 | ) |  | a, b, c |  |  | (7,328,313 | )
Total liabilities and shareholders’ deficit |  | $ | 6,264,397 |  |  | $ | (5,122,165 | ) |  | a, b, c |  | $ | 1,142,232 |
* | Giving retroactive effect to reverse recapitalization effected on March 14, 2024 to reflect exchange ratio of approximately 55.1 as described in Note 4.
Summary of Restatements - Consolidated Statements of Operations and Comprehensive loss:
|  | For the Year Ended September 30, 2023 |
|  | As previously reported |  |  | Adjustments |  |  | Reference |  | As restated |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |
General and administrative expenses |  | $ | 2,316,454 |  |  | $ | (1,090,953 | ) |  | a, b, c |  | $ | 1,225,501 |
Total operating expenses |  |  | 2,316,454 |  |  |  | (1,090,953 | ) |  | a, b, c |  |  | 1,225,501 |
Loss from operations |  |  | (2,316,454 | ) |  |  | 1,090,953 |  |  | a, b, c |  |  | (1,225,501 | )
Other income (expenses) |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense, net |  |  | (24,207 | ) |  |  | (592,191 | ) |  | a |  |  | (616,398 | )
Total other expense, net |  |  | (24,207 | ) |  |  | (592,191 | ) |  | a |  |  | (616,398 | )
Loss before income taxes |  |  | (2,340,661 | ) |  |  | 498,762 |  |  | a, b, c |  |  | (1,841,899 | )
Income tax expense |  |  | - |  |  |  | - |  |  |  |  |  | - |
Net loss |  | $ | (2,340,661 | ) |  | $ | 498,762 |  |  | a, b, c |  | $ | (1,841,899 | )
Foreign currency translation adjustment |  |  | 68,394 |  |  |  | 55,604 |  |  | a, b |  |  | 123,998 |
Total comprehensive loss attributable to ordinary shareholders |  | $ | (2,272,267 | ) |  | $ | 554,366 |  |  | a, b, c |  | $ | (1,717,901 | )
Weighted average number of ordinary shares outstanding - basic and diluted* |  |  | 137,750,000 |  |  |  | - |  |  |  |  |  | 137,750,000 |
Loss per ordinary share - basic and diluted |  | $ | (0.02 | ) |  | $ | 0.01 |  |  | a, b, c |  | $ | (0.01 | )
* | Giving retroactive effect to reverse recapitalization effected on March 14, 2024 to reflect exchange ratio of approximately 55.1 as described in Note 4.
Summary of Restatements - Consolidated Statements of Cash Flows:
|  | For the Year Ended September 30, 2023 |
|  | As previously reported |  |  | Adjustments |  |  | Reference |  | As restated |
Cash flows from operating activities: |  |  |  |  |  |  |  |  |  |  |
Net loss |  | $ | (2,340,661 | ) |  | $ | 498,762 |  |  | a, b, c |  | $ | (1,841,899 | )
Adjustments to reconcile net loss to net cash used in operating activities. |  |  |  |  |  |  |  |  |  |  |  |  |  |
Amortization expense |  |  | 431,593 |  |  |  | (431,593 | ) |  | a |  |  | - |
Depreciation expense |  |  | 103 |  |  |  | - |  |  |  |  |  | 103 |
Changes in operating assets and liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |
Prepaid expenses |  |  | (77,215 | ) |  |  | - |  |  |  |  |  | (77,215 | )
Advance to a related company |  |  | 10,289 |  |  |  | - |  |  |  |  |  | 10,289 |
Deposits |  |  | (127,664 | ) |  |  | - |  |  |  |  |  | (127,664 | )
Other receivables |  |  | (34,183 | ) |  |  | - |  |  |  |  |  | (34,183 | )
Interests payable |  |  | 23,380 |  |  |  | - |  |  |  |  |  | 23,380 |
Other payables and accrued expenses |  |  | 119,147 |  |  |  | 41,450 |  |  | c |  |  | 160,597 |
Payable to directors |  |  | 1,704,724 |  |  |  | 592,191 |  |  | a |  |  | 2,296,915 |
Net cash provided by operating activities |  |  | (290,487 | ) |  |  | 700,810 |  |  | a, b, c |  |  | 410,323 |
Cash flows from investing activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Purchases of property and equipment |  |  | (1,598 | ) |  |  | - |  |  |  |  |  | (1,598 | )
Net cash used in investing activities |  |  | (1,598 | ) |  |  | - |  |  |  |  |  | (1,598 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Payments of deferred merger costs |  |  | - |  |  |  | (700,810 | ) |  | b |  |  | (700,810 | )
Net cash used in financing activities |  |  | - |  |  |  | (700,810 | ) |  | b |  |  | (700,810 | )
Effect of exchange rate changes |  |  | 68,394 |  |  |  | - |  |  |  |  |  | 68,394 |
Net change in cash |  |  | (223,691 | ) |  |  | - |  |  |  |  |  | (223,691 | )
Cash - beginning of the year |  |  | 225,121 |  |  |  | - |  |  |  |  |  | 225,121 |
Cash - end of the year |  | $ | 1,430 |  |  | $ | - |  |  |  |  | $ | 1,430 |

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