United States securities and exchange commission logo
October 7, 2021
Swee Guan Hoo
Chief Executive Officer
Energem Corp
Level 10, Tower 11 (Sanichi), Avenue 5, No. 8,
Jalan Kerinchi, Bangsar South
59200 Wilayah Persekutuan Kuala Lumpur, Malaysia
Re: Energem Corp.
Registration
Statement on Form S-1
Filed on September
10, 2021
File No. 333-259443
Dear Mr. Hoo:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed on September 10, 2021
Exhibit 23.1, page 1
1. Please have your
auditors file a properly worded consent in your next filing. Additionally,
please update your
reference to the correct name of your auditor in Item 16 of your
registration statement.
Capitalization, page 79
2. We note that you are
offering 10,000,000 shares of common stock as part of your initial
public offering of
units, but only show 9,238,953 shares subject to possible redemption in
your Capitalization
table. Please tell us how you considered the guidance in ASC 480-10-
S99-3A, which requires
securities that are redeemable for cash or other assets to be
Swee Guan Hoo
Energem Corp
October 7, 2021
Page 2
classified outside of permanent equity if they are redeemable (1) at a
fixed or
determinable price on a fixed or determinable date, (2) at the option
of the holder, or (3)
upon the occurrence of an event that is not solely within the control
of the issuer, in
concluding that all 10,000,000 shares were not required to be
presented outside of
permanent equity and part of shares subject to possible redemption.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Ameen Hamady at 202-551-3891 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Melanie Singh at 202-551-4074 or Erin E. Martin at 202-551-3391 with
any other
questions.
FirstName LastNameSwee Guan Hoo Sincerely,
Comapany NameEnergem Corp
Division of
Corporation Finance
October 7, 2021 Page 2 Office of Real
Estate & Construction
FirstName LastName