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 28, 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)) |
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|
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☐ |
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
5.07. Submission of Matters to a Vote of Security Holders.
On
February 28, 2024, the shareholders of Energem Corp. (the “Company”) held an extraordinary general meeting of shareholders
(the “Shareholder Meeting”) for the following purposes:
As
of the record date for the Shareholder Meeting, 4,620,007 shares were entitled to vote at the Shareholder Meeting and 3,930,829 shares
were present and voted by proxy or in person, representing 85.083% of the shares entitled to vote at the Shareholder Meeting, which constituted
a quorum.
At
the Extraordinary General Meeting, a vote among the holders of Class A Ordinary Shares of the Company, par value $0.0001 per share and
Class B Ordinary Shares of the Company, par value $0.0001 per share (the “Ordinary Shares”) was taken on the following proposals
and with respect to Proposal 6 specifically, a vote among the holders of Class B Ordinary Shares of the Company, par value $0.0001 per
share was taken):
Proposal
No. 1 – The NTA Proposal
“RESOLVED,
as a special resolution, that subject to the approval of the Business Combination Proposal and with effect prior to the consummation
of the proposed Business Combination: (a) the current memorandum and articles of association of the Energem be amended by deleting Article 36.5(c)
in its entirety.” The following is a tabulation of the voting results:
Energem
Corp. Ordinary Shares:
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 3,703,475
(80.162%) |
|
227,352
(4.921%) |
|
2 |
Proposal
No. 2 – The Business Combination Proposal
“RESOLVED,
as an ordinary resolution, that Energem’s entry into the Share Purchase Agreement, dated August 1, 2022 (the SPA) by and
among Energem Corp., a Cayman Islands exempted company, Graphjet Technology Sdn. Bhd., a Malaysian private limited company, Swee Guan
Hoo, solely in his capacity as the representative for the shareholders of Purchaser after the closing, the individuals listed on the
signature page of the SPA under the heading “Selling Shareholders” and Lee Ping Wei solely in his additional capacity as
representative for the Selling Shareholders, the consummation of the transactions contemplated by the SPA, including the issuance of
the transaction consideration thereunder, and the performance by Energem of its obligations thereunder thereby be ratified, approved,
adopted and confirmed in all respects.” The following is a tabulation of the voting results:
Energem
Corp. Ordinary Shares:
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 3,703,475
(80.162%) |
|
227,352
(4.921%) |
|
2 |
Proposal
No. 3 – The M&A Proposal
“RESOLVED,
as a special resolution, that subject to the passing of the NTA Proposal, the Business Combination Proposal, the Share Issuance Proposal
and the Equity Incentive Plan Proposal, Energem Corp. change its name from “Energem Corp.” to “GRAPHJET TECHNOLOGY”
and, subject to the provisions of the Companies Act (Revised), the change of name shall take effect on and from the Closing Date, and
RESOLVED,
as a special resolution, that subject to the passing of the NTA Proposal, the Business Combination Proposal, the Share Issuance Proposal
and the Equity Incentive Plan Proposal, the amended and restated memorandum of association and the articles of association, copies of
which are attached to the proxy statement/prospectus, be and are hereby adopted as the memorandum and articles of association of Energem
in substitution for and to the exclusion of the entirety of Energem’s current memorandum of association and articles of association,
with effect on and from the Closing Date.” The following is a tabulation of the voting results:
Energem
Corp. Ordinary Shares:
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 3,703,475
(80.162%) |
|
227,352
(4.921%) |
|
2 |
Proposal
No. 4 – The Share Issuance Proposal
“RESOLVED,
as an ordinary resolution, that for the purposes of complying with Nasdaq Listing Rule 5635, the issuance by Energem of an aggregate
of up to 138,000,000 Energem Class A Ordinary Shares to the Selling Shareholders pursuant to the Share Purchase Agreement, be approved
and adopted in all respects.” The following is a tabulation of the voting results:
Energem
Corp. Ordinary Shares:
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 3,703,475
(80.162%) |
|
227,352
(4.921%) |
|
2 |
Proposal
No. 5 – The Equity Incentive Plan Proposal
“RESOLVED,
as an ordinary resolution, that the Equity Incentive Plan be adopted and approved with effect on and from the Closing Date.” The
following is a tabulation of the voting results:
Energem
Corp. Ordinary Shares:
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 3,671,385
(79.467%) |
|
259,442
(5.616%) |
|
2 |
Proposal
No. 6 – The Director Appointment Proposal
“RESOLVED,
as an ordinary resolution, that assuming the NTA Proposal, the Business Combination Proposal, the Share Issuance Proposal and the Equity
Incentive Plan Proposal are each approved and adopted, Aiden Lee Ping Wei (Executive Director); Aw Jeen Rong (Executive Director); Hoo
Swee Guan (Executive Director); Ng Keok Chai (Independent Director); Ng Ah Lek (Independent Director); Wong Kok Seong (Independent Director);
and Doris Wong Sing Ee (Independent Director) shall be appointed as directors of the Company whereby Wong Kok Seong, Doris Wong Sing
Ee and Hoo Swee Guan are to serve until the 2023 annual meeting of shareholders; Ng Keok Chai and Ng Ah Lek are to be appointed as directors
of the Company to serve until the 2024 annual meeting of shareholders, and Aiden Lee Ping Wei and Aw Jeen Rong are to be appointed as
directors of the Company to serve until the 2025 annual meeting of shareholders, with effect on and from the Closing Date.” The
following is a tabulation of the voting results:
Energem
Corp. Ordinary Shares:
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 2,875,000
(100.0%) |
|
0
(0%) |
|
2 |
Proposal
No. 7 – The Adjournment Proposal
“RESOLVED,
as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary to permit
further solicitation and vote of proxies if it is determined by Energem that more time is necessary or appropriate to approve one or
more Proposals at the Extraordinary General Meeting be approved and adopted in all respects.” The following is a tabulation of
the voting results:
Energem
Corp. Ordinary Shares:
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 3,703,445
(80.161%) |
|
227,382
(4.922%) |
|
2 |
Item
7.01 Regulation FD Disclosure.
Attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is a copy of the press release issued
by the Company on February 28, 2024 announcing the Meeting results.
The
foregoing Exhibit 99.1 and the information set forth therein is being furnished pursuant to Item 7.01 and shall not be deemed to be filed
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject
to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Form 8-K:
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:
March 4, 2024 |
By: |
/s/
Swee Guan Hoo |
| |
Name:
|
Swee
Guan Hoo |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Energem
Corp. Announces Shareholder Approval of Business Combination with Graphjet Technology Sdn. Bhd.
~
Shareholders of Energem Corp. Approve Business Combination
on
February 28, 2024 ~
~
Upon Closing, the Combined Company is Expected to Trade on Nasdaq Under the Ticker “GTI” ~
Kuala
Lumpur – February 28, 2024 – Energem Corp. (“Energem”) (Nasdaq: ENCP, ENCPW), a publicly-traded special purpose
acquisition company, today announced that its shareholders voted to approve the previously announced
business combination with Graphjet Technology Sdn. Bhd., a Malaysian private limited company
(“Graphjet”), owner of 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 appliance, and all other proposals presented at Energem’s extraordinary
general meeting held on February 28, 2024.
Energem
shareholders approved the business combination proposal with 80.162% votes in favor of the approximately 85.083% of Energem votes cast
at the meeting. Energem plans to file the results of the meeting, as tabulated by an independent inspector of elections, on a Form 8-K
with the Securities and Exchange Commission (the “SEC”).
Subject
to the satisfaction or waiver of the other customary closing conditions, the business combination is expected to close on or about March
6, 2024. Following the closing, the combined company will operate as GRAPHJET TECHNOLOGY and has applied to list its ordinary shares
and warrants on the Nasdaq Global Market® under the new ticker symbols “GTI” and “GTIWW,”
respectively.
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
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, and Ogier (Cayman) LLP acted as Cayman Islands counsel.
Rimon
P.C. served as U.S. counsel to Energem in its initial public offering and is acting as legal counsel to Energem in the business combination.
Ong, Ric & Partners (Malaysia) served as local counsel to Energem.
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 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 Extraordinary
General 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 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 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; (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’s Registration
Statement on Form S-1, any proxy statement relating to the transaction filed by Energem with the SEC, other documents filed by Energem
from time to time with SEC, and any risk factors made available to you in connection with Energem, 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)
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.
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