United States securities and exchange commission logo
January 9, 2024
Swee Guan Hoo
Chief Executive Officer
Energem Corp.
Level 3, Tower 11, Avenue 5, No. 8
Jalan Kerinchi, Bangsar South
Wilayah Persekutuan Kuala Lumpur, Malaysia
Re: Energem Corp.
Amendment No. 10 to
Registration Statement on Form S-4
Filed December 28,
2023
File No. 333-268716
Dear Swee Guan Hoo:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our October 23,
2023, letter.
Amendment No. 10 to Form S-4
General
1. We note revised
disclosure on page 31 that indicates the lock-up period for the founder
shares was increased
from six to nine months pursuant to the first amendment to the share
purchase agreement, yet
the amendment filed as Exhibit 10.27 and cited on page 91 does
not appear to reflect
these provisions. Please revise to reconcile this apparent
inconsistency or
advise.
2. We note revised
disclosure that the underwriters agreed in December 2023 to accept a
portion of their
deferred underwriting commission as equity. Please file this agreement as
an exhibit to your
registration statement. Your disclosure indicates that the underwriters
will receive 202,500
shares of the combined entity at closing and the "difference in
Swee Guan Hoo
Energem Corp.
January 9, 2024
Page 2
amount" (payable in cash or equity using a five-day VWAP) if the
aggregate VWAP as of
shares as of the effectiveness date of the proxy statement/prospectus
is less than $10 per
share. Since this effectiveness date will precede the closing of the
business combination
(and thus trading of combined entity shares), please revise to clarify
how the VWAP will
be measured (for instance, by reference to your ordinary shares).
Please also revise
disclosure on page 177 that refers to repricing of the equity to occur
at nine months after
closing using a 10-day VWAP for consistency, or advise.
Summary of the Proxy Statement/Prospectus
PIPE Investment, page 35
3. We note your revised disclosure in this section and elsewhere in the
registration statement,
as well as the related share purchase agreement filed as Exhibit 10.25
("SPA"). Please
further revise to clearly identify the (i) number of Graphjet shares
being purchased by the
purchaser under the SPA and (ii) the date on which such shares were or
will be purchased
and the $2.5 million purchase price paid.
4. We note your disclosure that the issuance of the Combined Entity
Ordinary Shares to the
PIPE Investor in exchange for the Graphjet Pre-Transaction Shares
shall be from shares
registered under this registration statement. Please provide your
legal analysis as to why it
is appropriate to register the primary issuance of such shares.
5. We note your disclosure that if the consummation of the Business
Combination does not
occur on or prior to March 31, 2024, Graphjet shall return the
Purchase Price to the PIPE
Investor by the close of business on March 31, 2024 and that Graphjet
and Energem agree
that for each day following March 31, 2024 that the return of the
Purchase Price is
delayed, interest shall accrue. Please revise to clarify the entity
responsible for returning
the Purchase Price to the PIPE Investor. In that regard, we note that
the Share Purchase
Agreement states that the "Company Shareholders" shall return the
Purchase Price to the
Purchaser. The term "Company Shareholders" is not defined. If Energem
is responsible
for returning the Purchase Price, then please address any risks
associated with this
responsibility.
6. We note your disclosure that the 250,000 Pre-Transaction Shares shall
be
cancelled. Please revise to identify the entity responsible for
cancelling the Graphjet
shares issued to the Purchaser. In this regard, we note the SPA states
that the purchaser
shall promptly take such reasonable actions as requested by the
"Company Shareholders"
with respect to the cancellation of the shares.
7. We note your disclosure indicating that the SPA will terminate if the
issuance of
FirstName LastNameSwee Guan Hoo
combined entity shares to the purchaser in exchange for Graphjet shares
does not occur by
Comapany NameEnergem
March Corp.
31, 2024, while Section 6 of the SPA provides December 31, 2023.
Please
reconcile this
January 9, 2024 Page 2apparent inconsistency.
FirstName LastName
Swee Guan Hoo
FirstName LastNameSwee Guan Hoo
Energem Corp.
Comapany
January NameEnergem Corp.
9, 2024
January
Page 3 9, 2024 Page 3
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements, page
177
8. Please expand Note 3 (B) to more fully discuss any potential
compensation to the
underwriters at closing either in cash or shares for the Difference in
Amount, similar to
your disclosure on page F-17. Please clearly describe how the
Difference in Amount will
be calculated and if a cash payment will be required.
Please contact SiSi Cheng at 202-551-5004 or Melissa Gilmore at
202-551-3777 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at
202-551-3754 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Debbie Klis