Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2024

Energem Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands

(State or other jurisdiction of incorporation)

001-41070

N/A

(Commission

File Number)

(IRS Employer

Identification No.)

Level 3, Tower 11, Avenue 5, No. 8,

Jalan Kerinchi, Bangsar South

Wilayah Persekutuan Kuala Lumpur, Malaysia 59200

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code +(60) 3270 47622

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one redeemable warrant	ENCPU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	ENCP	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	ENCPW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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

Item 8.01 Other Events.

On February 5, 2024, Energem Corp. issued a press release announcing that the U.S. Securities and Exchange Commission has declared effective the registration Statement on Form S-4 on February 5, 2024 in connection with Graphjet Technology Sdn. Bhd. and Energem’s previously announced proposed business combination. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
99.1		Press Release dated February 5, 2024
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Energem Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENERGEM CORP.

Date: February 6, 2024	By:	/s/ Swee Guan Hoo
	Name:	Swee Guan Hoo
	Title:	Chief Executive Officer

Exhibit 99.1

Energem Corp and Graphjet Technology Sdn. Bhd. Announce Effectiveness of Registration Statement and Date of Energem Corp’s Shareholder Meeting to Approve Proposed Business Combination

Shareholder Meeting of Energem Corp to Approve Business Combination

Scheduled for February 23, 2024

Shareholders of Record as of January 18, 2024, are Eligible to Vote at Special Meeting

Upon Closing, the Combined Company is Expected to Trade on Nasdaq Under the Ticker “GTI”

Kuala Lumpur – February 5, 2024 – Graphjet Technology Sdn. Bhd., a Malaysian private limited company (“Graphjet”) and Energem Corp (“Energem”) (Nasdaq: ENCP, ENCPW), a publicly-traded special purpose acquisition company, today announced that the Securities and Exchange Commission (“SEC”) has declared effective the registration Statement on Form S-4 (“Registration Statement”) in connection with Graphjet and Energem’s previously announced proposed business combination (the “Business Combination”). The Registration Statement provides important information about Graphjet, Energem and the Business Combination.

Energem also announced that it will hold an extraordinary general meeting of its shareholders at the office of Energem at Level 3, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, Wilayah Persekutuan Kuala Lumpur, Malaysia and virtually via live webcast at https://www.cstproxy.com/energemcorp/bc2024 on February 23, 2024 at 8:30 a.m. Eastern Time for its shareholders of record as of the close of business on January 18, 2024 (the “Record Date”), at which Energem’ shareholders will be asked to consider and vote upon proposals to approve the Business Combination and related matters.

Energem will also file a definitive proxy statement/prospectus with the SEC relating to the Business Combination and will commence mailing the definitive proxy statement/prospectus to its shareholders as of the Record Date as soon as practicable. The Business Combination is expected to close shortly after the extraordinary general meeting of the shareholders of Energem and Graphjet, subject to the approval of the shareholders of each of Energem and Graphjet at those meetings.

The Business Combination is expected to close shortly after the Special Meeting, subject to shareholder approvals and the satisfaction or waiver of the conditions in the business combination agreement and other customary closing conditions. Upon closing of the Business Combination, the post-closing company will be renamed “Graphjet Technology” and its ordinary shares and warrants are expected to trade on The Nasdaq Stock Market, LLC (“Nasdaq”) under the ticker symbols “GTI” and “GTIW,” respectively.

Aiden Lee Ping Wei, Chief Executive Officer of Graphjet, commented, “We are excited to announce the near completion of our path to becoming a publicly traded company. Upon the closing of this transaction, investors now have the opportunity to invest in Graphjet’s mission to become a global leader in generating value as the world’s first and the only patented technology to recycle palm kernel shells, generated in the production of palm seed oil, to produce single layer graphene and artificial graphite for electric vehicle batteries, medical devices, and home appliances.”

Swee Guan Hoo, Chief Executive Officer of Energem, said “With the receipt of notice from the SEC informing us of the effectiveness of our S-4 Registration, we are excited to watch Graphjet become a publicly traded company and act on its plan to increase value for our shareholders by producing the most innovative, green, and low-cost graphene, graphite and graphene-based anode materials that its competitors cannot.”

Graphjet and Energem previously announced, on August 1, 2022, their execution of a definitive Share Purchase Agreement. Graphjet uses their breakthrough patented technology to transform a renewable waste product, palm kernel shells to the highly valued artificial graphene and artificial graphite. According to a study by Mordor Intelligence in 2023, the Graphene Market size is estimated at USD $0.79 billion in 2024, and is expected to reach USD $4.84 billion by 2029, growing at a CAGR of 43.64% during the forecast period of 2024-2029.

Energem shareholders are urged to read the proxy materials, including, among other things, the reasons for the unanimous recommendation by Energem’s Board of Directors that shareholders vote “FOR” the Business Combination proposal. Your vote “FOR” the Business Combination is important, no matter how many shares you own. If you have any questions or need assistance voting, please contact Laurel Hill Advisory Group, LLC, Energem’s proxy solicitor, by telephone at (855) 414-2266 or by email at Energem@LaurelHill.com. Energem shareholders who hold shares in “street name” (i.e., shareholders whose shares are held of record by a broker, bank, or other nominee) should contact their broker, bank, or nominee to ensure that their shares are voted.

About Graphjet Technology Sdn. Bhd.

Graphjet Technology Sdn. Bhd. was founded in 2019 in Malaysia as an innovative graphene and graphite producer. Graphjet Technology has the world’s first patent-pending technology to recycle palm kernel shells generated in the production of palm seed oil to produce single layer graphene and artificial graphite. Graphjet’s sustainable production methods utilizing palm kernel shells, a waste agricultural product that is common in Malaysia, will set a new shift in Graphite and Graphene supply chain of the world. Nelson Mullins Riley & Scarborough LLP is acting as legal counsel to Graphjet Technology in the business combination.

About Energem Corp

Energem Corp. is a blank check company formed for the purposes of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more energy and/or sustainable natural resource companies. In November 2021, Energem consummated an initial public offering of 11.5 million units (reflecting the underwriters’ full exercise of their over-allotment option), each unit consists of one Class A ordinary share and one redeemable warrant, each warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.

ARC Group Limited acted as sole financial advisor, EF Hutton LLC served as Capital Markets Advisor to Energem Corp., Ogier (Cayman) LLP acted as Cayman Islands counsel, and Rimon P.C. served as U.S. counsel to Energem Corp in its initial public offering and is acting as legal counsel to Energem in the business combination.

Important Information and Where to Find It

This press release relates to the Business Combination between Graphjet and Energem. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the transaction described herein, Graphjet and Energem, and/or a successor entity of the transaction has filed or will file relevant materials with the SEC, including an effective Registration Statement on Form S-4, which includes a proxy statement/prospectus of Energem, which will be filed with the SEC promptly following the date of this press release. The definitive proxy statement will be sent to all Energem shareholders. Graphjet and Energem, and/or a successor entity of the transaction will also file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Energem are urged to read the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Graphjet and Energem, or any successor entity of the transaction through the website maintained by the SEC at www.sec.gov.

The documents filed or that will be filed by Energem with the SEC also may be obtained free of charge upon written request to Energem Corp., Level 3, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, Wilayah Persekutuan, Kuala Lumpur, Malaysia or via email to Energem’s executive director, Doris Wong Sing Ee at doris@energemcorp.com.

The documents filed or that will be filed by Graphjet or any successor entity of the business combination with the SEC may be obtained free of charge upon written request to SEC at www.sec.gov or by directing a request to Graphjet Technology, Unit No. L4-E-8, Enterprise 4, Technology Park Malaysia Bukit Jalil, 57000 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur, Malaysia or via email to Graphjet’s Chief Executive Officer, Aiden Lee Ping Wei, Sing Ee at aidenlee@graphjettech.com.

Participants in the Solicitation

Graphjet, Energem and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Energem’ shareholders in connection with the proposed transaction. Additional information regarding the identity of all potential participants in the solicitation of proxies to Energem’s shareholders in connection with the Business Combination and other matters to be voted upon at the Special Meeting, and their direct and indirect interests, by security holdings or otherwise, is set forth in Energem’ proxy statement. Investors may obtain such information by reading such proxy statement.

Non-Solicitation

This press release is for informational purposes only and relates to a proposed business combination between Graphjet and Energem Corp and is not intended and does not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer or invitation for the sale or purchase of the securities, assets or the business of Energem Corp or Graphjet, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this press release constitute “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements may include, but are not limited to, statements with respect to (i) trends in the graphite and graphene raw materials industry, including changes in demand and supply related to Graphjet’s products and services; (ii) Graphjet’s growth prospects and Graphjet’s market size; (iii) Graphjet projected financial and operational performance including relative to its competitors; (iv) new product and service offerings Graphjet may introduce in the future; (v) the potential transaction, including the implied enterprise value, the expected post-closing ownership structure and the likelihood and ability of the parties to consummate the potential transaction successfully; (vi) the risk the proposed business combination may not be completed in a timely manner or at all, which may adversely affect the price of Energem’s securities; (vii) the failure to satisfy the conditions to the consummation of the proposed business combination, including the approval of the proposed business combination by the shareholders of Energem Corp.; (viii) the effect of the announcement or pendency of the proposed business combination on Energem’s or Graphjet’s business relationships, performance and business generally; (ix) the outcome of any legal proceedings that be instituted against Energem or Graphjet related to the proposed business combination or any agreement related thereto; (x) the ability to maintain the listing of Energem on Nasdaq; (xi) the price of Energem’s securities, including volatility resulting from changes in the competitive and regulated industry in which Graphjet operates, variations in performance across competitors, changes in laws and regulations affecting Graphjet’s business and changes in the combined capital structure; (xii) the ability to implement business pans, forecasts, and other expectations after the completion of the proposed business combination and identify and realize additional opportunities; and (xiii) other statements regarding Energem’s or Graphjet’s expectations, hopes, beliefs, intentions and strategies regarding the future.

In addition, any statements that refer to projections forecasts or other characterizations of future events or circumstances, including any underlying assumptions are forward-looking statements. he words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “outlook,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject, are subject to risks and uncertainties.

You should carefully consider the risks and uncertainties described in the “Risk Factors” section of Energem Corp’s Registration Statement on Form S-1, any proxy statement relating to the transaction filed by Energem Corp with the SEC, other documents filed by Energem Corp from time to time with SEC, and any risk factors made available to you in connection with Energem Corp, Graphjet, and the transaction. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond the control of Graphjet and Energem Corp) and other assumptions, that may cause the actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and Graphjet and Energem assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by securities and other applicable laws. Neither Graphjet and Energem gives any assurance that either Graphjet or Energem, respectively, will achieve its expectations.

Contact

Energem Corp

Level 3, Tower 11, Avenue 5, No. 8

Jalan Kerinchi, Bangsar South Wilayah Persekutuan

Kuala Lumpur, Malaysia

Attn: Mr. Swee Guan Hoo

Chief Executive Officer

Tel: + (60) 3270 47622

Source: Energem Corp

Cover	Feb. 05, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 05, 2024
Entity File Number	001-41070
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
Entity Address, Address Line Three	Bangsar South
Entity Address, City or Town	Kuala Lumpur
Entity Address, Country	MY
Entity Address, Postal Zip Code	59200
City Area Code	+(60)
Local Phone Number	3270 47622
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one redeemable warrant
Trading Symbol	ENCPU
Security Exchange Name	NASDAQ
Class A ordinary shares included as part of the units
Title of 12(b) Security	Class A ordinary shares included as part of the units
Trading Symbol	ENCP
Security Exchange Name	NASDAQ
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	ENCPW
Security Exchange Name	NASDAQ