Cover
Cover | 9 Months Ended |
Sep. 30, 2022 | |
Entity Addresses [Line Items] | |
Document Type | F-4/A |
Amendment Flag | true |
Amendment Description | This Amendment No. 1 to Form F-4 on Form S-4 is being filed by Energem Corp. (the “Registrant”) to convert the Registration Statement on Form F-4 (File No. 333-268716) (as amended, the “Registration Statement”) into a Registration Statement on Form S-4. The information included in this filing by the Registrant amends the Registration Statement and the prospectus and the prospectus contained therein. No additional securities are being registered under this Amendment No. 1 to Form F-4 on Form S-4. All applicable registration fees were paid at the time of the original filing of the Registration Statement. |
Entity Registrant Name | Energem Corp. |
Entity Central Index Key | 0001879373 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | Level 3, Tower 11, Avenue 5, No. 8 |
Entity Address, Address Line Two | Jalan Kerinchi, Bangsar South |
Entity Address, City or Town | Kuala Lumpur |
City Area Code | (60) |
Local Phone Number | 3270 47622 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | Level 3, Tower 11, Avenue 5, No. 8 |
Entity Address, Address Line Two | Jalan Kerinchi, Bangsar South |
Entity Address, City or Town | Kuala Lumpur |
Contact Personnel Name | Swee Guan Hoo |
Balance Sheet
Balance Sheet - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Current Assets-Cash | $ 51,438 | $ 715,727 |
Prepaid expenses | 189,947 | 7,505 |
Total Current Asset | 241,385 | 723,232 |
Cash and marketable securities held in the trust | 117,422,529 | 116,726,349 |
Total assets | 117,663,914 | 117,449,581 |
Current liabilities | ||
Accrued expenses | 16,037 | 43,871 |
Other payables | 110,000 | 20,000 |
Promissory Note – related party | 88,542 | 88,542 |
Total Current liabilities | 214,579 | 152,413 |
Deferred Underwriting Commission | 4,025,000 | 4,025,000 |
Total liabilities | 4,239,579 | 4,177,413 |
Commitments and Contingencies (Note 6) | ||
Class A Ordinary Shares subject to possible redemption; 11,500,000 shares (at $10.15 per share) | 117,422,529 | 116,725,000 |
Shareholders’ Deficit | ||
Preferred share, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Common stock value | ||
Additional paid in capital | ||
Accumulated deficit | (3,998,535) | (3,453,173) |
Total shareholders’ deficit | (3,998,194) | (3,452,832) |
Total liabilities and shareholders’ deficit | 117,663,914 | 117,449,581 |
Common Class A [Member] | ||
Shareholders’ Deficit | ||
Common stock value | 53 | 53 |
Common Class B [Member] | ||
Shareholders’ Deficit | ||
Common stock value | $ 288 | $ 288 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Temporary equity, shares redemption | 11,500,000 | 11,500,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Temporary equity, shares authorized | 11,500,000 | |
Temporary equity, par value | $ 10.15 | |
Common Class A [Member] | ||
Temporary equity, shares redemption | 11,500,000 | 11,500,000 |
Temporary equity, redemption price per share | $ 10.15 | $ 10.15 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 479,000,000 | 479,000,000 |
Common stock, shares issued | 528,075 | 528,075 |
Common stock, shares outstanding | 528,075 | 528,075 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Statement of Operations
Statement of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Formation and Operating costs | $ 11,579 | $ 302,299 | $ 309,298 | $ 544,103 |
Loss from operation | (11,579) | (302,299) | (309,298) | (544,103) |
Other Income | ||||
Interest earned on marketable securities hold in trust account | 526,855 | 1,349 | 696,180 | |
Net income (loss) | $ (11,579) | $ 224,556 | $ (307,949) | $ 152,167 |
Weighted average shares outstanding, basic and diluted | 2,053,571 | 3,403,075 | 3,000,454 | 3,403,075 |
Basic and diluted net loss per ordinary share | $ (0.01) | $ 0.07 | $ (0.10) | $ 0.04 |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Deficit - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class B [Member] | Total |
Beginning balance, value at Aug. 05, 2021 | ||||||
Balance, shares at Aug. 05, 2021 | ||||||
Issuance of Class B Ordinary shares to Sponsor | $ 288 | 24,712 | 25,000 | |||
Issuance of Class B Ordinary shares to Sponsor, shares | 2,875,000 | |||||
Net income (loss) | (11,579) | (11,579) | ||||
Ending balance, value at Sep. 30, 2021 | $ 288 | 24,712 | (11,579) | 13,421 | ||
Balance, shares at Sep. 30, 2021 | 2,875,000 | |||||
Beginning balance, value at Aug. 05, 2021 | ||||||
Balance, shares at Aug. 05, 2021 | ||||||
Issuance of Class B Ordinary shares to Sponsor | $ 288 | 24,712 | 25,000 | |||
Issuance of Class B Ordinary shares to Sponsor, shares | 2,875,000 | |||||
Net income (loss) | (307,949) | (307,949) | ||||
Re-measurement for/Class A Ordinary share subject to redemption | $ (1,150) | (116,723,850) | (116,725,000) | |||
Re-measurement for/Class A Ordinary share subject to redemption, shares | (11,500,000) | |||||
Sale of IPO Units | $ 1,150 | 114,998,850 | $ 25,000 | 115,000,000 | ||
Sale of IPO Units, shares | 11,500,000 | 2,875,000 | ||||
Sale of Private Placement Units | $ 53 | 5,280,697 | 5,280,750 | |||
Sale of Private Placement Units, shares | 528,075 | |||||
Transaction and Underwriting cost | (6,738,148) | (6,738,148) | ||||
Promissory Note reallocation | 12,514 | 12,514 | ||||
Accretion APIC deficit | 3,145,224 | (3,145,224) | ||||
Ending balance, value at Dec. 31, 2021 | $ 53 | $ 288 | (3,453,173) | (3,452,832) | ||
Balance, shares at Dec. 31, 2021 | 528,075 | 2,875,000 | ||||
Net income (loss) | (59,400) | (59,400) | ||||
Ending balance, value at Mar. 31, 2022 | $ 53 | $ 288 | (3,512,573) | (3,512,232) | ||
Balance, shares at Mar. 31, 2022 | 528,075 | 2,875,000 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 53 | $ 288 | (3,453,173) | (3,452,832) | ||
Balance, shares at Dec. 31, 2021 | 528,075 | 2,875,000 | ||||
Net income (loss) | 152,167 | |||||
Ending balance, value at Sep. 30, 2022 | $ 53 | $ 288 | (3,998,535) | (3,998,194) | ||
Balance, shares at Sep. 30, 2022 | 528,075 | 2,875,000 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 53 | $ 288 | (3,512,573) | (3,512,232) | ||
Balance, shares at Mar. 31, 2022 | 528,075 | 2,875,000 | ||||
Net income (loss) | (12,989) | (12,989) | ||||
Ending balance, value at Jun. 30, 2022 | $ 53 | $ 288 | (3,525,562) | (3,525,221) | ||
Balance, shares at Jun. 30, 2022 | 528,075 | 2,875,000 | ||||
Net income (loss) | 224,556 | 224,556 | ||||
Re-measurement for/Class A Ordinary share subject to redemption | (697,259) | (697,259) | ||||
Re-measurement for/Class A Ordinary share subject to redemption, shares | ||||||
Ending balance, value at Sep. 30, 2022 | $ 53 | $ 288 | $ (3,998,535) | $ (3,998,194) | ||
Balance, shares at Sep. 30, 2022 | 528,075 | 2,875,000 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 2 Months Ended | 5 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (11,579) | $ (307,949) | $ 152,167 |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Interest income from Trust Account | (1,349) | (696,180) | |
Changes in operating assets and liabilities: | |||
Accounts payable | 11,579 | ||
Prepaid expenses | (7,505) | (182,442) | |
Accrued expenses | 43,871 | (27,834) | |
Other payables | 20,000 | 90,000 | |
Notes payable | 11,579 | ||
Net cash used in operating activities | (241,353) | (664,289) | |
Cash flows from investing activities: | |||
Investment of cash in Trust Account | (116,725,000) | ||
Net cash used in investing activities | (116,725,000) | ||
Cash flows from financing activities: | |||
Proceeds from issuance of Class B Ordinary Shares to Sponsor | 25,000 | ||
Proceeds from sale of Units, net of underwriting discount paid | 112,725,000 | ||
Proceeds from sale of Private Placement units | 5,280,750 | ||
Payment of Offering Costs | (303,020) | ||
Payment of promissory note to related party | (22,197) | ||
Payment of Accrued Expenses | (23,453) | ||
Net cash provided by financing activities | 117,682,080 | ||
Net change in cash | 715,727 | (664,289) | |
Cash at the beginning of the period | 715,727 | ||
Cash at the end of the period | 715,727 | 51,438 | |
Supplemental disclosure of non-cash financing activities: | |||
Deferred underwriting fee payable | 4,025,000 | 4,025,000 | |
Value of Class A Ordinary Shares subject to redemption | $ 116,725,000 | $ 117,422,529 | |
Deferred offering costs included in Promissory Note to Related Party | 123,253 | ||
Deferred offering costs paid by Sponsor for issuance of Class B Ordinary Shares | 25,000 | ||
Accrued offering costs | $ 20,735 |
Description of Organization and
Description of Organization and Business Operations | 5 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations Energem Corp. (“Energem” or the “Company”) is a blank check company incorporated in the Cayman Islands on August 6, 2021. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). While Energem may pursue a business combination target in any business or industry, it intends to focus on opportunities across the oil and gas and other potential renewable energy business, as well as other adjacent services, industrials and technologies, while remaining opportunistic across the energy value chain, including select opportunities within the traditional power generation and energy production verticals, As of December 31, 2021, Energem had not commenced any operations. All activity for the period from August 6, 2021 (inception) through December 31, 2021 relates to Energem’s formation and the Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. Energem will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end. Energem’s sponsor is Energem LLC, a Cayman Island limited liability company (the “Sponsor”). The registration statement for Energem’s Initial Public Offering was declared effective on November 16, 2021. On November 18, 2021, Energem closed its Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the Energem Class A Ordinary Shares included in the Units being offered, the “Public Shares”), at $ 10.00 per Unit, generating gross proceeds of $ 100,000,000 , and incurring offering costs of $ 8,304,871 , of which $ 4,025,000 was for deferred underwriting commissions (see Note 6) at the Initial Public Offering closing occurring on November 18, 2021. The Company granted the underwriter a 45-day option to purchase up to an additional 1,500,000 Units at the Initial Public Offering price to cover over-allotments. Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 475,575 10.00 4,755,750 On November 18, 2021, the underwriters purchased an additional 1,500,000 10.00 15,000,000 52,500 10.00 5,280,750 A total of $ 116,725,000 ENERGEM CORP. NOTES TO FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) Following the closing of the Initial Public Offering, $ 1,002,730 715,727 570,819 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 The Company will provide its holders of the issued and outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with an Energem Shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, Energem may seek shareholder approval of a Business Combination at an Extraordinary General Meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have until January 18, 2023 (or pursuant to up to seven (7) remaining one-month extensions to August 18, 2023 by depositing additional funds into the Company’s Trust Account, as described in more detail in this proxy statement/prospectus 100,000 Accordingly, it is our intention to redeem our Public Shares as soon as reasonably possible following our 12th month (or up to 21 months from the closing of the Initial Public Offering at the election of Energem in up to nine separate one-month extensions subject to satisfaction of certain conditions, including the deposit of $ 0.045 per unredeemed Public Share for each one-month extension, into the Trust Account), or as extended by Energem’s shareholders in accordance with the Energem M&A and, therefore, we do not intend to comply with those procedures. As such, our shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our shareholders may extend well beyond the third anniversary of such date. ENERGEM CORP. NOTES TO FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.15 10.15 Liquidity and Management’s Plans Prior to the completion of the Initial Public Offering, Energem lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to Energem for general working capital purposes. Accordingly, management has since re-evaluated Energem’s liquidity and financial condition and determined that sufficient capital exists to sustain operations through the earlier of the consummation of a Business Combination or one year from this filing and therefore substantial doubt has been alleviated. There is no assurance that Energem’s plans to consummate an initial Business Combination will be successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 1 — Description of Organization and Business Operations Energem Corp. (the “Company”) is a Cayman Islands exempted company opportunities across the oil and gas and other potential renewable energy business, as well as other adjacent services, industrials and technologies, while remaining opportunistic across the energy value chain, including select opportunities within the traditional power generation and energy production verticals, As of September 30, 2022, the Company had not commenced any operations. All activity for the period from August 6, 2021 (inception) through September 30, 2022 relates to the Company’s formation, the Offering (as defined below) and the Company’s pursuit of an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Energem LLC, a Cayman Island limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 15, 2021. On November 16, 2021, the Company consummated its Initial Public Offering of 10,000,000 10.00 100,000,000 8,304,871 4,025,000 1,500,000 Simultaneously with the consummation of the closing of the Offering, the Company consummated the private placement of an aggregate of 475,575 10.00 4,755,750 On November 18, 2021, the underwriters purchased an additional 1,500,000 10.00 15,000,000 52,500 10.00 5,280,750 A total of $ 116,725,000 ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) Following the closing of the Initial Public Offering, $ 1,002,730 51,438 26,806 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 50 The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company intends to seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination or do note vote at all. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. The Company will have until January 18, 2023 to consummate a Business Combination (or pursuant to up to seven (7) remaining one-month extensions to August 18, 2023 by depositing additional funds into the Company’s Trust Account). If the Company is unable to complete a Business Combination within the 12 months from the closing of the Initial Public Offering (or up to 15 months or 18 months from the closing of the Initial Public Offering at the election of the Company to February 18, 2023, or to May 18, 2023, as applicable in two separate three month extensions subject to satisfaction of certain conditions, including the deposit $1,150,000 ($0.10 per unit) for each three month extension into the Trust Account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. As such, our shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our shareholders may extend well beyond the third anniversary of such date. ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 — Description of Organization and Business Operations (Continued) Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than the independent public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.15 10.15 Liquidity and Management’s Plans Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. The Company have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. Management plans to address this uncertainty during period leading up to the business combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 5 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. ENERGEM CORP. NOTES TO FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, Energem, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Energem’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company had $ 715,727 no Cash held in Trust Account On December 31, 2021, the Company had $ 116,726,349 ENERGEM CORP. NOTES TO FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Offering Costs associated with an Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Expenses of Offering 4,279,871 4,025,000 Class A Ordinary Shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2021 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. ENERGEM CORP. NOTES TO FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) The provision for income taxes was deemed to be immaterial for the period from August 6, 2021 (inception) through December 31, 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000 465,727 Net Loss Per Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. On December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. ENERGEM CORP. NOTES TO FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, closing of the Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 51,438 no Cash held in Trust Account At September 30, 2022, the Company had $ 117,422,529 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) The provision for income taxes was deemed to be immaterial for the period from August 6, 2021 (inception) through September 30, 2022. Class A Ordinary shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated amended and restated memorandum and articles of association 5,000,001 117,422,529 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Net Loss Per Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. On September 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 5 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Public Offering | ||
Public Offering | Note 3 — Public Offering Pursuant to the Initial Public Offering and full exercise underwriter’s overallotment option, the Company sold 11,500,000 10.00 Each Unit consists of one ordinary share and one redeemable warrant (“Public Warrant”) Each Public Warrant will entitle the holder to purchase one ordinary share at an exercise price of $ 11.50 | Note 3 — Public Offering Pursuant to the Initial Public Offering and full exercise underwriter’s overallotment option, the Company sold 11,500,000 10.00 Each Unit consists of one ordinary share and one redeemable warrant (“Public Warrant”) Each Public Warrant will entitle the holder to purchase one ordinary share at an exercise price of $ 11.50 |
Private Placement
Private Placement | 5 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Private Placement | ||
Private Placement | Note 4 — Private Placement Simultaneously with the Initial Public Offering and full exercise underwriter’s overallotment option, the Sponsor purchased an aggregate of 528,075 10.00 5,280,750 A substantial portion of the proceeds from the sale of the Placement Units was added to the net proceeds from the Initial Public Offering held in the Trust Account. The Placement Units are identical to the Units sold in the Proposed Offering, except for the placement warrants (“Placement Warrants”), as described in Note 7. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Warrants underlying the Placement Units will expire worthless. | Note 4 — Private Placement Simultaneously with the Initial Public Offering and full exercise underwriter’s overallotment option, the Sponsor purchased an aggregate of 528,075 10.00 5,280,750 A substantial portion of the proceeds from the sale of the Placement Units was added to the net proceeds from the Initial Public Offering held in the Trust Account. The Placement Units are identical to the Units sold in the Proposed Offering, except for the placement warrants (“Placement Warrants”), as described in Note 7. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Placement Warrants underlying the Placement Units will expire worthless. |
Related Party Transactions
Related Party Transactions | 5 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5 — Related Party Transactions Class B Ordinary shares During the period ended December 31, 2021, the Company issued an aggregate of 2,875,000 25,000 in cash. The Sponsor will collectively own 20 % of the Company’s issued and outstanding shares after the Proposed Offering (assuming the initial shareholders do not purchase any Public Shares in the Proposed Offering and excluding the Placement Units and underlying securities). On August 16, 2021, our sponsor purchased 2,875,000 25,000 0.009 assigned 5,000 2,500 The initial shareholders have agreed not to transfer, assign or sell any of the Class B Ordinary Shares (except to certain permitted transferees) until, with respect to 50% of the Class B Ordinary Shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Class B Ordinary Shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property Promissory Note — Related Party On August 6, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 88,542 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 ENERGEM CORP. NOTES TO FINANCIAL STATEMENTS Note 5 — Related Party Transactions (Continued) Administrative Support Agreement Commencing on the date of the Energem IPO and until completion of the Company’s Business Combination or liquidation, the Company shall reimburse the Sponsor the total of $ 10,000 | Note 5 — Related Party Transactions Class B Ordinary shares On August 16, 2021, our sponsor purchased 2,875,000 25,000 0.009 assigned 5,000 2,500 20 The Sponsor with the Company’s officers and directors have agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees) until, with respect to 50% of the Class B ordinary shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Class B ordinary shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property Promissory Note — Related Party On August 6, 2021, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 88,542 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 10.00 ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 5 — Related Party Transactions (Continued) Administrative Support Agreement Commencing on the date of the consummation of the Initial Public Offering and until completion of the Company’s Business Combination or liquidation, the Company has agreed to reimburse Energem LLC, the Sponsor, in the amount of $ 10,000 |
Commitments and Contingencies
Commitments and Contingencies | 5 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 6 — Commitments and Contingencies Registration Rights The holders of the insider shares, as well as the holders of the Placement Units (and underlying securities) and any securities issued in payment of Working Capital Loans made to the Company, will be entitled to registration rights pursuant to an agreement on the effective date of Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the Public Offering. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the Placement Units (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Public Offering, and the underwriters and/or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Public Offering. Underwriters Agreement The Company granted the underwriter a 45-day option to purchase up to 1,500,000 The underwriter was paid a cash underwriting discount of two percent ( 2.00 2,300,000 3.50 4,025,000 Right of First Refusal For a period beginning on the closing of the Initial Public Offering, and ending 18 months from the closing of a business combination, we have granted EF Hutton, division of Benchmark Investments, LLC a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part. ENERGEM CORP. NOTES TO FINANCIAL STATEMENTS | Note 6 — Commitments and Contingencies Registration Rights The holders of the insider shares, as well as the holders of the Placement Units (and underlying securities) and any securities issued in payment of Working Capital Loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of Proposed Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the Proposed Public Offering. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of ordinary shares are to be released from escrow. The holders of a majority of the Placement Units (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Proposed Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding anything to the contrary, under FINRA Rule 5110, the underwriters and/or their designees may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the registration statement relating to the Proposed Public Offering, and the underwriters and/or their designees may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement relating to the Proposed Public Offering. Underwriting Agreement The Company granted the underwriter a 45-day option to purchase up to 1,500,000 The underwriter was paid a cash underwriting discount of two percent ( 2.00 2,300,000 3.50 4,025,000 Right of First Refusal For a period beginning on the closing of the Initial Public Offering, and ending 18 months from the closing of a business combination, we have granted EF Hutton, division of Benchmark Investments, LLC a right of first refusal to act as lead-left book running manager and lead left manager for any and all future private or public equity, convertible and debt offerings during such period. In accordance with FINRA Rule 5110(g)(6)(A), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part. ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS |
Shareholders_ Equity
Shareholders’ Equity | 5 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Equity [Abstract] | ||
Shareholders’ Equity | Note 7 – Shareholders’ Equity Preference Shares 1,000,000 0.0001 no Class A Ordinary shares 479,000,000 Class A Ordinary Shares with a par value of $ 0.0001 per share. Holders of the Company’s Class A Ordinary Shares are entitled to one vote for each share. On December 31, 2021, there were 528,075 Class A Ordinary Shares issued and outstanding excluding 11,500,000 Class B Ordinary shares — 20,000,000 Class B Ordinary Shares with a par value of $ 0.0001 per share. Holders of the Company’s Class B Ordinary Shares are entitled to one vote for each share. On August 16, 2021, the Sponsor purchased 2,875,000 Founder Shares for an aggregate purchase price of $ 25,000 , or approximately $ 0.009 per share. On September 7, 2021, the Sponsor transferred 12,500 shares among our Chief Financial Officer and three independent director nominees. 2,875,000 Class B Ordinary Shares issued and outstanding. Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of our initial Business Combination on a one-for-one basis. Warrants five years ENERGEM CORP. NOTES TO FINANCIAL STATEMENTS Note 7 – Shareholders’ Equity (Continued) The Company may call the Warrants for redemption, in whole and not in part, at a price of $ 0.01 ● at any time while the Warrants are exercisable, ● upon not less than 30 ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $ 18 20 30 ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Offering, except that so long as the Placement Warrants are held by our sponsor or its permitted transferees, (i) the will not be redeemable by us, (ii) they (including the Energem Class A Ordinary Shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) the holders thereof (including with respect to Class A Ordinary Shares issuable upon exercise of such warrants) are entitled to registration rights. If Energem calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will Energem be required to net cash settle the warrants. If Energem is unable to complete a Business Combination within the Combination Period, subject to extension, as provided in our registration statement, and Energem liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. The exercise price is $ 11.50 the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Ordinary Shares (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any Founder Shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the consummation of our initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price | Note 7 – Shareholders’ Equity Preferred Shares 1,000,000 0.0001 no Class A Ordinary shares 479,000,000 0.0001 Holders of the Company’s Class A ordinary shares are entitled to one vote for each share 528,075 11,500,000 Class B Ordinary shares — 20,000,000 0.0001 Holders of the Company’s Class B ordinary shares are entitled to one vote for each share 2,875,000 25,000 0.009 12,500 Chief Financial Officer and three independent director nominees. 2,875,000 20 Warrants five years ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 7 – Shareholders’ Equity (Continued) The Company may call the Warrants for redemption, in whole and not in part, at a price of $ 0.01 ● at any time while the Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Warrant holders ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Proposed Offering, except that so long as the Placement Warrants are held by our Sponsor or its permitted transferees, (i) the will not be redeemable by us, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) the holders thereof (including with respect to Class A ordinary shares issuable upon exercise of such warrants) are entitled to registration rights. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period, subject to extension, as provided in our registration statement, and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. The exercise price is $ 11.50 the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the consummation of our initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price |
Subsequent Events
Subsequent Events | 5 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 8 – Subsequent Events In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to the date the audited financial statements were available to issue. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | Note 8 – Subsequent Events In accordance with ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred up to the date the audited financial statements were available to issue. Based upon this review, the Company identified the following subsequent event: Share Purchase Agreement On August 1, 2022, the Company, entered into a share purchase agreement (the “Share Purchase Agreement”) with Graphjet Technology Sdn. Bhd., a Malaysian private limited company, Swee Guan Hoo, in his capacity as the representative for the shareholders of Energem after the closing of the sale and purchase of the Graphjet Shares (the “Closing”) for Energem’s shareholders (the “Purchaser Representative”), the individuals listed on the signature page of the Share Purchase Agreement under the heading “Selling Shareholders” (each, a “Selling Shareholder” and together, the “Selling Shareholders”), and Lee Ping Wei solely in his capacity as representative for the Selling Shareholders (the “Shareholder Representative”). Pursuant to the Share Purchase Agreement, subject to the terms and conditions therein, Energem will purchase 100% of the issued and outstanding Graphjet Class A Ordinary Shares (the “Consideration Shares”) such that Graphjet will become a wholly-owned subsidiary of Energem (the “Business Combination”). The Share Purchase Agreement contains customary representations, warranties and covenants by the parties thereto and the Closing is subject to certain conditions as further described in the Share Purchase Agreement. Graphjet converts palm kernel shells to essential raw materials such as graphene and graphite used to produce batteries in the electric vehicle space among other products. (i) One Billion Three Hundred and Eighty Million U.S. Dollars ($ 1,380,000,000 30,000 i.e., Each Selling Shareholder shall receive a number of Energem Class A ordinary shares equal to the aggregate Consideration Shares divided by the number of Graphjet Shares outstanding immediately prior to the Closing, multiplied by the number of Graphjet Shares held by such Selling Shareholder (the “Conversion Ratio”). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 5 Months Ended | 9 Months Ended |
Dec. 31, 2021 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. ENERGEM CORP. NOTES TO FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) | Basis of Presentation The accompanying unaudited financial statements are presented in U.S. Dollars and conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, Energem, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Energem’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Risks and Uncertainties | Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, closing of the Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company had $ 715,727 no Cash held in Trust Account On December 31, 2021, the Company had $ 116,726,349 ENERGEM CORP. NOTES TO FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) Offering Costs associated with an Initial Public Offering The Company complies with the requirements of the Financial Accounting Standards Board ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“ SAB Expenses of Offering 4,279,871 4,025,000 Class A Ordinary Shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value. The Company had $ 51,438 no |
Cash held in Trust Account | Cash held in Trust Account At September 30, 2022, the Company had $ 117,422,529 | |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of December 31, 2021 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. ENERGEM CORP. NOTES TO FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) The provision for income taxes was deemed to be immaterial for the period from August 6, 2021 (inception) through December 31, 2021. | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits as of September 30, 2022 and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) The provision for income taxes was deemed to be immaterial for the period from August 6, 2021 (inception) through September 30, 2022. |
Class A Ordinary shares Subject to Possible Redemption | Class A Ordinary shares Subject to Possible Redemption All of the Class A ordinary shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated amended and restated memorandum and articles of association 5,000,001 117,422,529 | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000 465,727 | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
Net Loss Per Share | Net Loss Per Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. On December 31, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. ENERGEM CORP. NOTES TO FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) | Net Loss Per Share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share”. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. On September 30, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies (Continued) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | 2 Months Ended | 5 Months Ended | 9 Months Ended | ||
Nov. 18, 2021 | Nov. 16, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Gross proceeds from private placement | $ 5,280,750 | ||||
Proceeds from stock offering and private placements | $ 116,725,000 | ||||
Cash held outside of trust account | 1,002,730 | ||||
Cash | $ 715,727 | 51,438 | |||
Working capital | $ 26,806 | ||||
Minimum market value net asset held in trust account, percentage | 80% | 80% | |||
Minimum post-business combination ownership | 50% | 50% | |||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | |||
Business combination control obtained description | The Company will have until January 18, 2023 to consummate a Business Combination (or pursuant to up to seven (7) remaining one-month extensions to August 18, 2023 by depositing additional funds into the Company’s Trust Account). If the Company is unable to complete a Business Combination within the 12 months from the closing of the Initial Public Offering (or up to 15 months or 18 months from the closing of the Initial Public Offering at the election of the Company to February 18, 2023, or to May 18, 2023, as applicable in two separate three month extensions subject to satisfaction of certain conditions, including the deposit $1,150,000 ($0.10 per unit) for each three month extension into the Trust Account, or as extended by the Company’s shareholders in accordance with our amended and restated memorandum and articles of association), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. As such, our shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our shareholders may extend well beyond the third anniversary of such date. | ||||
Working capital deficit | 570,819 | ||||
Interest to pay dissolution expenses | $ 100,000 | ||||
Sponsor [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, price per share | $ 10.15 | $ 10.15 | |||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction | 10,000,000 | 11,500,000 | |||
Sale of stock, price per share | $ 10 | $ 10 | |||
Proceeds from issuance initial public offering | $ 100,000,000 | ||||
Payments of stock issuance costs | 8,304,871 | ||||
Payments for underwriting expense | $ 4,025,000 | ||||
Cash held outside of trust account | $ 1,002,730 | ||||
Over-Allotment Option [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction | 1,500,000 | 1,500,000 | |||
Sale of stock, price per share | $ 10 | 0.045 | |||
Gross proceeds from sale of options | $ 15,000,000 | ||||
Private Placement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction | 52,500 | 475,575 | |||
Sale of stock, price per share | $ 10 | $ 10 | $ 10 | ||
Gross proceeds from private placement | $ 5,280,750 | $ 4,755,750 | $ 5,280,750 | ||
Private Placement [Member] | Sponsor [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction | 475,575 | ||||
Gross proceeds from private placement | $ 4,755,750 | ||||
Private Placement [Member] | Sponsor [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction | 52,500 | ||||
Sale of stock, price per share | $ 10 | ||||
Gross proceeds from private placement | $ 5,280,750 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 5 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||
Cash | $ 715,727 | $ 51,438 |
Cash equivalents | 0 | 0 |
Marketable securities | 116,726,349 | 117,422,529 |
Net tangible assets | 5,000,001 | 5,000,001 |
Ordinary shares subject to possible redemption amount | 116,725,000 | 117,422,529 |
Federal depository insurance coverage amount | 250,000 | 250,000 |
Deferred offering costs | 4,279,871 | |
Deferred underwriting commission | 4,025,000 | $ 4,025,000 |
Amount subject to risk | $ 465,727 |
Public Offering (Details Narrat
Public Offering (Details Narrative) - $ / shares | 5 Months Ended | 9 Months Ended | |
Nov. 16, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |
I P O And Over Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, number of shares issued in transaction | 11,500,000 | ||
Sale of stock, price per share | $ 10 | ||
Public Warrant [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, price per share | $ 11.50 | $ 11.50 | |
Sale of stock, description of transaction | Each Unit consists of one ordinary share and one redeemable warrant (“Public Warrant”) Each Public Warrant will entitle the holder to purchase one ordinary share at an exercise price of $11.50 per whole share | ||
IPO [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Sale of stock, number of shares issued in transaction | 10,000,000 | 11,500,000 | |
Sale of stock, price per share | $ 10 | $ 10 | |
Sale of stock, description of transaction | Each Unit consists of one ordinary share and one redeemable warrant (“Public Warrant”) Each Public Warrant will entitle the holder to purchase one ordinary share at an exercise price of $11.50 per whole share |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 2 Months Ended | 5 Months Ended | 9 Months Ended | ||
Nov. 18, 2021 | Nov. 16, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of private placement | $ 5,280,750 | ||||
Private Placement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Partners' capital account, units, sold in private placement | 528,075 | 528,075 | |||
Sale of stock, price per share | $ 10 | $ 10 | $ 10 | ||
Proceeds from issuance of private placement | $ 5,280,750 | $ 4,755,750 | $ 5,280,750 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 5 Months Ended | 9 Months Ended | |||
Sep. 07, 2021 | Aug. 16, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Aug. 06, 2021 | |
Related Party Transaction [Line Items] | |||||
Purchase price | $ 115,000,000 | ||||
Shares issued price per share | $ 0.009 | $ 18 | |||
Related party transaction description | The initial shareholders have agreed not to transfer, assign or sell any of the Class B Ordinary Shares (except to certain permitted transferees) until, with respect to 50% of the Class B Ordinary Shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Class B Ordinary Shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property | The Sponsor with the Company’s officers and directors have agreed not to transfer, assign or sell any of the Class B ordinary shares (except to certain permitted transferees) until, with respect to 50% of the Class B ordinary shares, the earlier of (i) six months after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the Class B ordinary shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property | |||
Due to related parties, current | $ 88,542 | $ 88,542 | |||
Cu Seng Kiu [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares issued to officers | 5,000 | 2,500 | |||
Three Independent Directors [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shares issued to officers | 2,500 | ||||
Related Party Loans [Member] | |||||
Related Party Transaction [Line Items] | |||||
Maximum loans convertible into warrants | $ 1,500,000 | $ 1,500,000 | |||
Price of warrant | $ 10 | ||||
Related Party Loans [Member] | Working Capital Loans Warrant [Member] | |||||
Related Party Transaction [Line Items] | |||||
Price of warrant | $ 10 | ||||
Sponsor [Member] | Promissory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, face amount | $ 300,000 | ||||
Due to related parties, current | $ 88,542 | ||||
Sponsor [Member] | Promisory Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, face amount | $ 300,000 | ||||
Due to related parties, current | $ 88,542 | ||||
Sponsor [Member] | Office Space Administrative and Support Services [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party, amount of transaction | $ 10,000 | $ 10,000 | |||
Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 2,875,000 | 2,875,000 | |||
Purchase price | $ 25,000 | $ 25,000 | |||
Common Class B [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage | 20% | 20% | |||
Common Class B [Member] | Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issued | 2,875,000 | ||||
Purchase price | $ 25,000 | ||||
Shares issued price per share | $ 0.009 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 5 Months Ended | 9 Months Ended | ||
Nov. 18, 2021 | Nov. 16, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |
Underwriters Agreement [Member] | ||||
Other Commitments [Line Items] | ||||
Option to purchase shares | 1,500,000 | |||
Underwriters Agreement [Member] | Underwritting Discount [Member] | ||||
Other Commitments [Line Items] | ||||
Percentage of underwriting discount | 2% | 2% | ||
Proceeds from intial public offering | $ 2,300,000 | $ 2,300,000 | ||
Underwriters Agreement [Member] | Underwritting Deferred Fee [Member] | ||||
Other Commitments [Line Items] | ||||
Proceeds from intial public offering | $ 4,025,000 | $ 4,025,000 | ||
Percentage of gross offering proceeds payable | 3.50% | 3.50% | ||
Over-Allotment Option [Member] | ||||
Other Commitments [Line Items] | ||||
Number of shares issued in transaction | 1,500,000 | 1,500,000 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 2 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 07, 2021 | Sep. 07, 2021 | Aug. 16, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||
Temporary equity shares redemption | 11,500,000 | 11,500,000 | 11,500,000 | ||||
Number of shares issued, value | $ 115,000,000 | ||||||
Shares issued price per share | $ 0.009 | $ 18 | $ 18 | ||||
Warrants price | $ 0.01 | 0.01 | |||||
Redemption of warrants description | the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Ordinary Shares (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any Founder Shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the consummation of our initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price | the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial Business Combination on the date of the consummation of our initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price | |||||
Number of shares issued, value | $ 25,000 | $ 25,000 | |||||
Chief Financial Officer and Three Independant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares issued on employee stock ownership plan | 12,500 | ||||||
Public Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, price per share | $ 11.50 | $ 11.50 | $ 11.50 | ||||
Warrant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants and rights outstanding term | 30 days | 5 years | 30 days | ||||
Warrants price | $ 0.01 | ||||||
Warrant description | the reported last sale price of the ordinary shares equals or exceeds $18 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Warrant holders | ||||||
Redemption period | 5 years | ||||||
Warrant [Member] | Minimum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Trading period after business combination | 20 days | ||||||
Warrant [Member] | Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Trading period after business combination | 30 days | ||||||
Chief Financial Officer And Three Independent Director [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares issued to officers | 12,500 | ||||||
Common Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 479,000,000 | 479,000,000 | 479,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock voting rights description | Holders of the Company’s Class A ordinary shares are entitled to one vote for each share | ||||||
Common stock, shars outstanding | 528,075 | 528,075 | 528,075 | ||||
Temporary equity shares redemption | 11,500,000 | 11,500,000 | 11,500,000 | ||||
Common stock shares issued | 528,075 | 528,075 | 528,075 | ||||
Redemption of ordinary shares | 11,500,000 | ||||||
Common Class B [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock voting rights description | Holders of the Company’s Class B ordinary shares are entitled to one vote for each share | ||||||
Common stock, shars outstanding | 2,875,000 | 2,875,000 | 2,875,000 | ||||
Sale of IPO Units, shares | 2,875,000 | 2,875,000 | |||||
Number of shares issued, value | $ 25,000 | $ 25,000 | |||||
Common stock shares issued | 2,875,000 | 2,875,000 | 2,875,000 | ||||
Common Class B [Member] | Sponsor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Ownership percentage | 20% | 20% | 20% | ||||
Common Class B [Member] | Sponsor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Sale of IPO Units, shares | 2,875,000 | ||||||
Number of shares issued, value | $ 25,000 | ||||||
Shares issued price per share | $ 0.009 | ||||||
Common Class B [Member] | Sponsor [Member] | Founder Shares [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common stock, par value | $ 0.009 | ||||||
Number of shares issued, shares | 2,875,000 | ||||||
Number of shares issued, value | $ 25,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 2 Months Ended | 5 Months Ended | |
Aug. 01, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number shares issued service value | $ 25,000 | $ 25,000 | |
Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Share purchase agreement consideration, description | (i) One Billion Three Hundred and Eighty Million U.S. Dollars ($1,380,000,000), minus (ii) the amount, if any, by which $30,000 (i.e., the target net working capital amount) exceeds the Net Working Capital Amount (but not less than zero) (as defined in the Share Purchase Agreement), minus (iii) the Closing Net Indebtedness amount (as defined in the Share Purchase Agreement), minus (iv) the amount of any Transaction Expenses (as defined in the Share Purchase Agreement), divided by ten dollars ($10.00) | ||
Purchase Agreement [Member] | Common Class A [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number shares issued service value | $ 1,380,000,000 | ||
Payments to suppliers | $ 30,000 |