UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended September 30, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______ to ______

 Commission file number: 001-41070

 GRAPHJET TECHNOLOGY

 (Exact name of registrant as specified in its charter)

 Cayman Islands

 N/A

 (State or other jurisdiction
of

incorporation or organization)

 (I.R.S. Employer

Identification
No.)

 Lot 3895, Lorong
6D, Kampung Baru Subang

Seksyen U6, 40150 Shah Alam

Selangor, Malaysia

 (Address of principal executive offices)

 (Zip Code)

 +60 016 310 0895

 (Registrant's telephone number, including
area code)

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Class A ordinary shares, par value $0.0001 per share

 GTI

 The Nasdaq Stock Market LLC

 Securities registered pursuant to Section 12(g)
of the Act: None

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
 No

is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 As of July 11, 2025 the last business day of the
registrant's most recently completed second fiscal quarter, the aggregate market value of the ordinary shares outstanding, other
than securities held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price of $0.088
on July 11, 2025, for the Class A ordinary shares, trading on such date, as reported on The Nasdaq Capital Market, was $ 4,157,775.86.

 As of July 11, 2025, there were 148,037,022 shares
of the Company's Class A ordinary shares, par value $0.0001 per share, issued and outstanding.

 DOCUMENTS INCORPORATED
BY REFERENCE

 None.

 explanatory
note

 This Amendment No. 1 on Form 10-K/A (this " Amendment ")
is being filed solely to amend the Annual Report on Form 10-K of Graphjet Technology (the " Company ") for the fiscal
year ended September 30, 2024, originally filed with the U.S. Securities and Exchange Commission on July 15, 2025 (the " Original
Filing "), to file, as Exhibit 97.1, the Company's Clawback Policy.

 No other changes have been made to the Original Filing. This Amendment
does not reflect events occurring after the filing of the Original Filing and does not modify or update any of the other disclosures contained
therein in any way.

 part
IV

 Item 15. Exhibits and Financial Statement
Schedules

 Exhibit No.

 Description

 97.1*

 Clawback Policy

 104*

 *
 Filed
herewith

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 Date: August 5, 2025

 GRAPHJET TECHNOLOGY

 By:

 /s/ Chris Lai

 Chris Lai Ther Wei

 Chief Executive Officer

 (Principal Executive Officer and Principal Financial and Accounting Officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 Name

 Position

 Date

 /s/ Chris Lai

 Chief Executive Officer, Chief Financial Officer, and Director

 Chris Lai Ther Wei

 (Principal Executive Officer and Principal Financial and Accounting Officer)

 /s/ Ang Chee Yong

 Independent Director

 Ang Chee Yong

 /s/ Chen Siow Woon

 Director

 Chen Siow Woon

 /s/ Pwa Yee Guo

 Director

 Pwa Yee Guo

 /s/ Tan Song Jie

 Director

 Tan Song Jie

 00-0000000 0001879373 true FY

 0001879373

 2023-10-01
 2024-09-30

 0001879373

 2025-07-11


UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended: December 31, 2024

 TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ____________ to
_____________

 Commission File No. 001-41863

 SIGNING DAY SPORTS, INC.

 (Exact name of registrant as specified in its charter)

 Delaware

 87-2792157

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 8355 East Hartford Rd., Suite 100, Scottsdale, AZ

 85255

 (Address of principal executive offices)

 (Zip Code)

 (480) 220-6814

 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, par value $0.0001 per share

 SGN

 NYSE American LLC

 Securities registered pursuant to Section 12(g)
of the Act: None

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes No

is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 As of June
28, 2024 (the last business day of the registrant's most recently completed second fiscal quarter), the aggregate market value of
the registrant's shares of common stock, par value $0.0001 per share ("common stock"), held by non-affiliates (based
upon the closing price of such shares as reported on the NYSE American LLC) was approximately $ 3,301,121.43. Shares held by each executive
officer and director and by each person who owned more than 10% of the outstanding shares of common stock have been excluded from the
calculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily
a conclusive determination for other purposes.

 As of August 5, 2025, there were a total of 3,947,781
shares of the registrant's Common Stock, par value $0.0001 per share, outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 EXPLANATORY NOTE

 This Amendment No. 1 (this "Amendment No.
1" or "Annual Report on Form 10-K/A") to Annual Report on Form 10-K (the "Annual Report") of Signing Day
Sports, Inc., a Delaware corporation ("we", "our", "us", or the "Company"), for the fiscal
year ended December 31, 2024 is being filed solely to correct the disclosure in Item 9A. "Controls and Procedures." Specifically,
such Item is amended and restated hereby to disclose (1) that management's conclusion on the Company's disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), as of December 31, 2024, was not effective due to the material weaknesses identified below; (2) the
Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's internal control over financial
reporting as of December 31, 2024 was not effective, due to material weaknesses in internal control over financial reporting
that were identified relating to a lack of segregation of duties and the absence of a comprehensive and formalized accounting and financial
reporting policies and procedures manual; and (3) certain remediation measures that have been taken to address such material weaknesses.

 In addition, pursuant to Rule 12b-15 under
the Exchange Act, this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, which are attached hereto.

 Except as described above, no other changes are
being made to the Original Filing. Further, except as expressly stated, this Amendment No. 1 does not reflect events occurring after
the filing of the Original Filing or modify or update in any way any of the other items or disclosures contained in the Original Filing,
including, without limitation, the consolidated financial statements and the related footnotes. Accordingly, this Amendment No. 1 should
be read in conjunction with the Original Filing and the Company's other filings with the Securities and Exchange Commission (the
"SEC") subsequent to the filing of the Original Filing.

 ITEM 9A. CONTROLS AND PROCEDURES.

 Evaluation of Disclosure Controls and Procedures

 Our management, with
the participation of our Chief Executive Officer and Chief Financial Officer, have evaluated our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) prior to the filing of this Annual Report on
Form 10-K/A. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period
covered by this Annual Report on Form 10-K/A, our disclosure controls and procedures were, in design and operation, not effective at
a reasonable assurance level due to the material weaknesses in internal control over financial reporting described below.

 Management's Annual Report on Internal
Control over Financial Reporting

 Management is responsible
for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) of
the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation
of financial statements for external purposes in accordance with generally accepted account principles. All internal control systems,
no matter how well designed, have inherent limitations and can provide only reasonable assurance that the objectives of the internal control
system are met.

 Management assessed the
effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, management used the
framework set forth in the report entitled Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company's internal control system,
including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.

 Based on this evaluation,
our Chief Executive Officer and our Chief Financial Officer concluded that the Company's internal control over financial reporting
as of December 31, 2024 was not effective due to the following material weaknesses in internal control
over financial reporting:

 Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate
level of supervision and segregation of duties; and

 We did not have a comprehensive and formalized accounting and financial reporting policies and procedures
manual which details the information needed for our financial reporting process.

 This Amendment No. 1
does not include an attestation report of our independent registered public accounting firm regarding internal control over financial
reporting. Pursuant to Item 308(b) of Regulation S-K, management's report is not subject to attestation by our independent registered
public accounting firm because the Company is neither an "accelerated filer" nor a "large accelerated filer" as
those terms are defined by the SEC.

 Plan of Remediation
of Material Weaknesses in Internal Control Over Financial Reporting

 Following the identification
of the material weaknesses described above, management commenced remediation actions relating to these material weaknesses beginning in
the three months ended March 31, 2025, as follows:

 To address the material weakness related to inadequate segregation of duties, management has engaged qualified
external consultants to assist with financial reporting processes, account reconciliations, and review controls. These consultants provide
an independent layer of oversight and help mitigate risks associated with limited internal staffing. As the Company grows and additional
resources become available, management plans to expand the finance team and reassign responsibilities to achieve more effective separation
of duties. Enhanced management review procedures have been implemented immediately.

 Management has initiated the development of a comprehensive accounting and financial reporting policies
and procedures manual, covering key processes such as revenue recognition, expense accruals, account reconciliations, financial close
procedures, estimate preparation, and journal entry documentation and review.

 The material weaknesses
identified above will not be considered fully remediated until these additional controls and procedures have operated effectively for
a sufficient period of time and management has concluded, through testing, that these controls are effective. Our management will monitor
the effectiveness of our remediation plans and will make changes management determines to be appropriate. If not remediated, these material
weaknesses could result in material misstatements to our annual or interim consolidated financial statements that may not be prevented
or detected on a timely basis or result in a delayed filing of required periodic reports. If we are unable to assert that our internal
control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports,
the market price of our common stock could be adversely affected, and we could become subject to litigation or investigations by The NYSE
American LLC, the SEC, or other regulatory authorities, which could require additional financial and management resources.

 Changes in Internal Control over Financial
Reporting

 There were no changes in our internal control
over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

 Inherent Limitation on the Effectiveness of Internal Control

 The effectiveness of any system of internal control
over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing,
operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of
internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not
absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you
that such improvements will be sufficient to provide us with effective internal control over financial reporting.

 ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

 Exhibit No.

 Description

 31.3*

 Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.4*

 Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 104*

 *
 Filed herewith.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 Date: August 6, 2025

 Signing Day Sports, Inc.

 /s/ Daniel Nelson

 Name: Daniel Nelson

 Title: Chief Executive Officer

 ( Principal Executive Officer)

 0001898474 true FY

 0001898474

 2024-01-01
 2024-12-31

 0001898474

 2024-06-28

 0001898474

 2025-08-05