Graphjet Technology Sdn. Bhd. (GTI) F-4Registration of securities (foreign)

As filed with the Securities and Exchange Commission on December 7, 2022

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Energem Corp.*

(Exact name of registrant as specified in its charter)

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

Jalan Kerinchi, Bangsar South

Wilayah Persekutuan Kuala Lumpur, Malaysia

+ (60) 3270 47622

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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

+ (60) 3270 47622

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the share purchase agreement to consummate the proposed business combination are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

* The Registrant is currently named Energem Corp. Upon closing of the transactions described herein, the Registrant will change its name to Graphjet Technology.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary— Subject To Completion, Dated ____, 2022

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING
AND
PROSPECTUS FOR _______ CLASS A ORDINARY SHARES OF
ENERGEM CORP.

To the Shareholders of Energem Corp.:

We are very pleased to provide this proxy statement/prospectus relating to the proposed purchase (the “Purchase”) by Energem Corp., a Cayman Islands exempted company (“Energem” or “Purchaser”) of all of the issued and outstanding shares (the “Graphjet Pre-Transaction Shares”) of Graphjet Technology Sdn. Bhd., a Malaysian private limited company (“Graphjet” or the “Company”), pursuant to a Share Purchase Agreement dated as of August 1, 2022, as it may be amended or supplemented from time to time (the “Share Purchase Agreement” or “SPA”).

The board of directors of Energem has unanimously approved the Share Purchase Agreement, which is by and among Energem, Graphjet, Swee Guan Hoo, solely in his capacity as the representative for the shareholders of Purchaser after the closing of the sale and purchase of the Graphjet Pre-Transaction Shares (the “Closing”) for Energem’s shareholders (other than the Company Security Holders (as defined below), and their successors and assignees) (the “Purchaser Representative”), the individuals listed on the signature page of the SPA under the heading “Selling Shareholders” (each, a “Selling Shareholder” and together, the “Selling Shareholders”), and Lee Ping Wei in his additional capacity as representative for the Selling Shareholders (the “Shareholder Representative”).

Energem, Graphjet, the Purchaser Representative, the Selling Shareholders and the Shareholder Representative are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the SPA. The “Company Security Holders” are the holders of the Graphjet Pre-Transaction Shares and any other Graphjet convertible securities, as further described in the SPA and this proxy statement/prospectus. The Business Combination implies a $1.49 billion post-closing equity value, assuming no redemptions by the shareholders of Energem.

If the Share Purchase Agreement is approved by Energem’s shareholders (the “Energem Shareholders”) and the transactions contemplated by the Share Purchase Agreement are consummated, (i) Energem will acquire all of the issued and outstanding Graphjet Pre-Transaction Shares from the Selling Shareholders and Graphjet will become a wholly-owned subsidiary of Energem, and (ii) Energem will change its name to Graphjet Technology (the “Business Combination” and together with the other transactions contemplated by the Share Purchase Agreement, the “Transactions”) and each Selling Shareholder shall receive a number of Purchaser’s Class A Ordinary Shares (the “Energem Class A Ordinary Shares”) subject to a formula set forth below.

The SPA computes the consideration that each Selling Shareholder is entitled to receive at the Closing of the Business Combination as such number of Energem Class A Ordinary Shares equal to the aggregate Consideration Shares (as defined below) divided by the number of Graphjet Pre-Transaction Shares outstanding immediately prior to the Closing, multiplied by the number of Graphjet Pre-Transaction Shares held by such Selling Shareholder (the “Conversion Ratio”). The total consideration payable to the Selling Shareholders in accordance with the Share Purchase Agreement is also referred to herein as the “Transaction Consideration.”

The Transaction Consideration to be paid pursuant to the Share Purchase Agreement to the Selling Shareholders for the purchase of all issued and outstanding Graphjet Pre-Transaction Shares, shall be that number of Energem Class A Ordinary Shares equal to (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 SPA and herein), minus (iii) the Closing Net Indebtedness amount (as defined in the SPA and herein), minus (iv) the amount of any Transaction Expenses (as defined in the SPA), divided by ten dollars ($10.00) (in the aggregate, the “Consideration Shares”). See the section entitled “Proposal No. 1 - The Business Combination Proposal - The Share Purchase Agreement” on page [76] of the accompanying proxy statement/prospectus for further information on the consideration being paid in the Business Combination.

Energem’s units, Class A Ordinary Shares and Public Warrants are traded on the Nasdaq Capital Market (“Nasdaq”) under the symbols “ENCPU,” “ENCP” and “ENCPW,” respectively. Pursuant to the Share Purchase Agreement, Energem shall apply to list the ordinary shares of the Combined Entity (the “Combined Entity Ordinary Shares”) and the warrants of the Combined Entity on the Nasdaq Global Market under the symbols “GTI” and “GTIW,” respectively, upon the closing of the Business Combination. Energem will not have units traded following the Closing of the Business Combination. At the Closing, each unit will separate into its component securities. Also following the Closing of the Business Combination, Energem intends to change its name to Graphjet Technology.

Proposals to approve the Share Purchase Agreement and the other matters discussed in this proxy statement/prospectus, in order to obtain the shareholder approvals necessary to complete the Business Combination, will be presented at the office of Energem Corp. located at Level 3, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, Wilayah Persekutuan Kuala Lumpur, Malaysia and via a live audio webcast on __________, 2022 at 10:00 a.m., Eastern Time (the “Extraordinary General Meeting”), unless postponed or adjourned to a later date. At the Energem Extraordinary General Meeting, Energem will ask its shareholders to adopt the Share Purchase Agreement and the related transactions thereby approving the Business Combination and to approve the other proposals described in this proxy statement/prospectus.

To participate in the Extraordinary General Meeting via the live video webcast, an Energem Shareholder of record will need the 12-digit control number included on such shareholder’s proxy card or instructions that accompanied such shareholder’s proxy materials. If an Energem Shareholder holds his, her or its shares in “street name,” which means his, her or its shares are held of record by a broker, bank or other nominee, such Energem Shareholder should contact his, her or its broker, bank or nominee to ensure that votes related to the shares he, she or it beneficially owns are properly counted. In this regard, such Energem Shareholder must provide the record holder of his, her or its shares with instructions on how to vote his, her or its shares or, if such Energem Shareholder wishes to attend the Extraordinary General Meeting and vote in person, obtain a proxy from his, her or its broker, bank or nominee.

In order to obtain the shareholder approvals necessary to complete the Business Combination, the Extraordinary General Meeting will be held at the office of Energem Corp. located at Level 3, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, Wilayah Persekutuan Kuala Lumpur, Malaysia and via a live audio webcast on __________, 2022 at 10:00 a.m., Eastern Time. Energem Shareholders are encouraged to attend the Extraordinary General Meeting in person and arrive prior to the start time or via the live webcast and access the webcast prior to the start time. If you encounter any difficulties accessing the live audio webcast of the Extraordinary General Meeting during the Extraordinary General Meeting time, please call the technical support number that will be posted on the live audio webcast login page for the Extraordinary General Meeting.

If you have any questions or need assistance with voting your Energem Ordinary Shares, please contact Laurel Hill Advisory Group, LLC, Energem’s proxy solicitor, by calling 855-414-2266 or send an email to Energem@LaurelHill.com. Banks and brokers can also call 855-414-2266 or send an email to Energem@LaurelHill.com. This proxy statement/prospectus and the notice of the Extraordinary General Meeting relating to the Business Combination will be available at [www.sec.gov/__________________].

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting of Energem’s Shareholders. We encourage you to carefully read this entire proxy statement/prospectus, including all annexes attached hereto.

Graphjet Technology will be an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

Graphjet Technology will also be a “foreign private issuer,” as defined in the Exchange Act, and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Graphjet Technology’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Graphjet Technology will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

The accompanying proxy statement/prospectus provides Energem Shareholders with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 42 of the accompanying proxy statement/prospectus.

None of the SEC, the Cayman Islands Monetary Authority, or any state securities commission has approved or disapproved of the securities to be issued in connection with the Business Combination, or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated _______, 2022, and is first being mailed to Energem Shareholders on or about _______, 2022.

Very truly yours,

Swee Guan Hoo

Chief Executive Officer

Energem Corp.

ENERGEM CORP.

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

Jalan Kerinchi, Bangsar South Wilayah Persekutuan

Kuala Lumpur, Malaysia

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

OF ENERGEM CORP.

To Be Held on _______, 2022

To the Shareholders of Energem Corp.:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of shareholders of Energem Corp. (“Energem”), a Cayman Islands exempted company, will be held at 10:00 a.m. Eastern Time, on _________, 2022 at the offices of Energem Corp. located at Level 3, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, Wilayah Persekutuan Kuala Lumpur, Malaysia. The Extraordinary General Meeting will also be available via a live webcast. You are cordially invited to attend and participate in the Extraordinary General Meeting in person or online via a live webcast by visiting https://www.cstproxy.com/energemcorp/2022 with Conference ID: 8675126# and to vote at the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.

At the Extraordinary General Meeting, Energem Shareholders (the “Energem Shareholders”) will be asked to consider and vote upon:

Consummation of each of the Energem M&A Proposals and the Director Appointment Proposal is conditioned on the approval of the Business Combination Proposal, the Share Issuance Proposal and the Equity Incentive Plan Proposal (collectively, the “Condition Precedent Proposals”). If each of the Condition Precedent Proposals are passed, Energem Shareholders will be asked to vote upon the Energem M&A Proposals and the Director Appointment Proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which Energem encourages you to read carefully and in its entirety before voting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

We also will transact any other business as may properly come before the Extraordinary General Meeting or any adjournment or postponement thereof. The items of business listed above are more fully described elsewhere in the proxy statement/prospectus. Whether or not you intend to attend the Extraordinary General Meeting, we urge you to read the attached proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION IN THE PROXY STATEMENT/PROSPECTUS ENTITLED “RISK FACTORS.”

The board of directors of Energem (the “Energem Board”) has set [_____], 2022 as the record date for the Extraordinary General Meeting. Only holders of record of Energem Ordinary Shares at the close of business on [_____], 2022 will be entitled to notice of and to vote at the Extraordinary General Meeting and any adjournments or postponements thereof. Any shareholder entitled to attend and vote at the Extraordinary General Meeting may attend the Extraordinary General Meeting live or virtually and is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. Such proxy need not be a holder of Energem Ordinary Shares. A complete list of Energem Shareholders of record entitled to vote at the Extraordinary General Meeting will be available for ten days before the Extraordinary General Meeting at the principal executive office of Energem for inspection by Energem Shareholders during ordinary business hours for any purpose germane to the Extraordinary General Meeting. The eligible Energem Shareholder list will also be available at that time on the Extraordinary General Meeting website for examination by any shareholder attending the Extraordinary General Meeting via live audio webcast.

Pursuant to Energem’s current amended and restated memorandum and articles of association (“Energem M&A”), Energem will provide Public Shareholders with the opportunity to redeem their Energem Class A Ordinary Shares included as part of the units sold in Energem’s initial public offering for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, calculated as of two business days prior to the consummation of the transactions contemplated by the Share Purchase Agreement, including interest earned on the funds held in the Trust Account (net of taxes payable) and not previously released to Energem to pay taxes, upon the closing of the transactions contemplated by the Share Purchase Agreement.

For illustrative purposes, based on funds in the Trust Account of approximately $[_______] (net of taxes payable) on [●], 2022, the record date for the Extraordinary General Meeting, the estimated per share redemption price would have been approximately [$10.___], excluding additional interest earned on the funds held in the Trust Account and not previously released to Energem to pay taxes. Public Shareholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A Public Shareholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Energem Class A Ordinary Shares.

Energem LLC, a Cayman Islands limited liability company (the “Sponsor”), and Energem’s directors and officers who hold Energem Class B Ordinary Shares (collectively, “initial shareholders”), have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any Energem Ordinary Shares they may hold.

Approval of each of the Business Combination Proposal, the Share Issuance Proposal, the Equity Incentive Plan Proposal and the Director Appointment Proposal requires an ordinary resolution, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Energem Ordinary Shares that are present in person or represented by proxy and are entitled to vote thereon at the Extraordinary General Meeting. Under the terms of the Energem M&A, only the holders of Energem Class B Ordinary Shares are entitled to vote on the election of directors to the board of directors of Energem prior to the closing of a business combination. Therefore, only holders of the Energem Class B Ordinary Shares will vote on the Director Appointment Proposal at the Extraordinary General Meeting.

The Energem M&A Proposals must each be approved by Special Resolution, being the affirmative vote of at least two-thirds of such holders of the issued and outstanding Energem Ordinary Shares as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting. Additionally, certain of the amendments contemplated by the amendment and restatement of the memorandum and articles of association may only be approved by a Special Resolution of holders representing at least 90% of the issued and outstanding Energem Class B Ordinary Shares.

If presented, approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Energem Ordinary Shares that are present in person or represented by proxy and are entitled to vote thereon at the Extraordinary General Meeting.

Each redemption of Energem Class A Ordinary Shares by its Public Shareholders will decrease the amount in the Trust Account. Energem will not consummate the Business Combination if the redemption of Energem Class A Ordinary Shares would result in Energem’s failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) (or any successor rule).

If the Business Combination Proposal is not approved, the Adjournment Proposal will not be presented to the Energem Shareholders for a vote. The consummation of the Energem M&A Proposals and the Director Appointment Proposal are conditioned on the approval of the Business Combination Proposal, the Share Issuance Proposal and the Equity Incentive Plan Proposal. Thus, the Energem M&A Proposals and the Director Appointment Proposal will not be presented if the Business Combination Proposal, the Share Issuance Proposal and the Equity Incentive Plan Proposal are not all approved. It is important for you to note that in the event that the Business Combination Proposal, the Energem M&A Proposals, and the Share Issuance Proposal do not receive the requisite votes for approval, then the Business Combination may not be consummated.

If Energem does not consummate the Business Combination with Graphjet and fails to complete an initial business combination with another target company by November 18, 2022 (or pursuant to up to nine (9) 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), Energem will be required to liquidate its Trust Account by returning the then remaining funds in such account to the Public Shareholders and then proceed to liquidate and dissolve. The proxy statement/prospectus accompanying this notice explains the Share Purchase Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Extraordinary General Meeting. Please review the accompanying proxy statement/prospectus carefully.

Your vote is very important to us, regardless of the number of shares you own. Whether you plan to attend the Extraordinary General Meeting live or virtually or not all, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly voted and counted.

The Energem Board unanimously approved the Share Purchase Agreement and the transactions contemplated thereby, and recommends that you vote “FOR” each of the Business Combination Proposal, the Energem M&A Proposals, the Share Issuance Proposal, the Equity Incentive Plan Proposal, the Director Appointment Proposal (collectively, the “Required Proposals”) and, if presented, the Adjournment Proposal.

If you have any questions or need assistance voting your Energem Ordinary Shares, please call 855-414-2266. Questions can also be sent by email to Energem@LaurelHill.com. This notice of Extraordinary General Meeting is, and the proxy statement/prospectus relating to the Business Combination will be, available at [https://sec.gov__________.]

On behalf of the Energem Board, I sincerely thank you for your time and support and look forward to the successful completion of the Business Combination.

By Order of the Board of Directors,

Swee Guan Hoo,

Chief Executive Officer

____________, 2022

YOUR VOTE IS IMPORTANT. IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARE CERTIFICATES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person or virtually, the effect will be, among other things, that your Energem Ordinary Shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting. If you are an Energem Shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person. Your attention is directed to the remainder of the proxy statement/prospectus following this notice for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the documents referred to therein.

ALL REMAINING HOLDERS (THE “PUBLIC SHAREHOLDERS”) OF CLASS A ORDINARY SHARES ISSUED IN ENERGEM’S INITIAL PUBLIC OFFERING (THE “PUBLIC SHARES”) HAVE THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH. THIS MEANS THAT ANY PUBLIC SHAREHOLDER HOLDING PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE REDEMPTION RIGHTS, HOLDERS MUST TENDER THEIR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, ENERGEM’S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARE CERTIFICATES BY EITHER DELIVERING YOUR SHARE CERTIFICATES TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN SYSTEM.

IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF ENERGEM SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS. PLEASE ALSO AFFIRMATIVELY CERTIFY IN YOUR REQUEST TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY FOR REDEMPTION IF YOU “ARE” OR “ARE NOT” ACTING IN CONCERT OR AS A “GROUP” (AS DEFINED IN SECTION 13(D)(3) OF THE EXCHANGE ACT) WITH ANY OTHER SHAREHOLDER WITH RESPECT TO ORDINARY SHARES.

YOU MUST ACT IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH.

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT ENERGEM AND GRAPHJET THAT IS NOT INCLUDED IN OR DELIVERED HEREWITH. THIS INFORMATION IS AVAILABLE WITHOUT CHARGE TO ENERGEM SHAREHOLDERS UPON WRITTEN OR ORAL REQUEST. IF YOU WOULD LIKE TO MAKE SUCH REQUEST, YOU SHOULD CONTACT ENERGEM IN WRITING AT SWEE GUAN HOO, ENERGEM CORP., LEVEL 3, TOWER 11, AVENUE 5, NO. 8, JALAN KERINCHI, BANGSAR SOUTH WILAYAH PERSEKUTUAN KUALA LUMPUR, MALAYSIA OR BY TELEPHONE AT + (60) 3270 47622. TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THE INFORMATION NO LATER THAN [___________], 2022, WHICH IS FIVE BUSINESS DAYS BEFORE THE DATE YOU MUST MAKE YOUR INVESTMENT DECISION.

Holders of outstanding Energem units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. Energem LLC, the sponsor of Energem (the “Sponsor”), and Energem’s officers and directors have agreed to waive their redemption rights with respect to any Energem Ordinary Shares they may hold in connection with the consummation of the Business Combination (the “Founder Shares”). Currently, the Sponsor and the Energem Board and officers beneficially own approximately 22.9% of the issued and outstanding Energem Ordinary Shares. The Sponsor and Energem’s directors and officers have agreed to vote any Energem Ordinary Shares owned by them in favor of the Business Combination, which would include the Business Combination Proposal and the other Proposals.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”), by Energem, constitutes a prospectus of Energem under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Energem Class A Ordinary Shares to be issued to the Selling Shareholders in connection with the Business Combination. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Extraordinary General Meeting at which Energem Shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Share Purchase Agreement, among other matters.

The registration statement and the accompanying proxy statement/prospectus is available without charge to Energem Shareholders upon written or oral request. This document and Energem’s other filings with the SEC may be obtained by either written or oral request to Energem Corp., Level 3, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South Wilayah Persekutuan Kuala Lumpur, Malaysia or by telephone at +(60) 3270 47622. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.

In addition, if you are an Energem Shareholder and have questions about the proposals to be considered at the Extraordinary General Meeting or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Donna Ackerly at Laurel Hill Advisory Group, LLC, Energem’s proxy solicitor, by calling 855-414-2266 or send an email to Energem@LaurelHill.com. Banks and brokers can also call 855-414-2266 or send an email to Energem@LaurelHill.com. This proxy statement/prospectus and the notice of the Extraordinary General Meeting relating to the Business Combination will be available at [www.sec.gov/__________________]. You will not be charged for any of the documents that you request. See also the section entitled “Where You Can Find More Information” of the accompanying proxy statement/prospectus for additional information.

Information contained on any website is expressly not incorporated by reference into the accompanying proxy statement/prospectus.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Extraordinary General Meeting, or no later than [●], 2022.

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

Malaysian Ringgit to US Dollar conversion is based on XE.com Inc.

INDUSTRY AND MARKET DATA

This proxy statement/prospectus includes market and industry data and forecasts that Graphjet has derived from publicly available information, industry publications and surveys, reports from government agencies, reports by market research firms or other independent sources and Graphjet’s internal data and estimates based on its management’s knowledge of and experience in the market sectors in which it competes.

Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

The industry and market position information that appears in this proxy statement/prospectus involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates.

Such information is supplemented where necessary with Graphjet’s internal estimates and information obtained from discussions with its platform users, taking into account publicly available information about other industry participants and Graphjet’s management’s judgment where information is not publicly available.

Industry reports, publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. In some cases, we do not expressly refer to the sources from which this data is derived. While we have compiled, extracted, and reproduced industry data from these sources, we have not independently verified the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the headings “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and “Graphjet’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

The industry in which Graphjet operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the section entitled “Risk Factors — Risks Related to the Business Combination” and elsewhere in this proxy statement/prospectus.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ^® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

SELECTED DEFINITIONS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Energem” refer to Energem Corp.

“Adeptus” means Adeptus Partners LLC, Energem’s independent registered public accounting firm and Graphjet’s independent registered public accounting firm.

“Amended M&A” means the second amended and restated memorandum and articles of association of Energem to be adopted by Energem pursuant to the Energem M&A Proposals.

“Ancillary Agreements” means the Subscription Agreements, the Registration Rights Agreement, Executive Employment Agreements, Indemnification Agreements, and each other agreement, document, instrument and/or certificate contemplated by Share Purchase Agreement executed or to be executed in connection with the transactions contemplated thereby.

“Board” or “Energem Board” means the board of directors of Energem.

“Business Combination” means the acquisition of 100% of the issued and outstanding Graphjet Pre-Transaction Shares which will cause Graphjet to become a wholly-owned direct subsidiary of Energem, and the other transactions contemplated by the Share Purchase Agreement.

“Closing” means the closing of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Entity” or “Graphjet Technology” means Energem after giving effect to the Business Combination, which will include Graphjet as Energem’s wholly-owned direct subsidiary and Energem to change its name to Graphjet Technology.

“Combined Entity Ordinary Shares” refers to the Combined Entity’s post-transaction ordinary shares, par value $0.0001 per share, as of the time after the Closing of the Business Combination.

“Companies Act” means the Companies Act (as Revised) of the Cayman Islands, as amended, modified, re-enacted or replaced.

“Condition Precedent Proposals” means the consummation of the Energem M&A Proposals and the Director Appointment Proposal are conditioned on the approval occurring first of the Business Combination Proposal, the Share Issuance Proposal and the Equity Incentive Plan Proposal.

“Effective Time” means the effective time of the Business Combination in accordance with the SPA.

“Energem” means Energem Corp., a Cayman Islands exempted company, which will be renamed Graphjet Technology in connection with the Closing.

“Energem Class A Ordinary Shares” means Class A Ordinary Shares of Energem, par value $0.0001 per share.

“Energem Class B Ordinary Shares” means Class B Ordinary Shares of Energem, par value $0.0001 per share.

“Energem IPO,” “IPO” or “Initial Public Offering” means Energem’s initial public offering of Energem units that closed on November 18, 2021, raising total gross proceeds of approximately $116,725,000 (including $15,000,000 in gross proceeds from the underwriters’ exercise of their over-allotment option in full).

“Energem IPO Prospectus” means the final prospectus of Energem, dated as of November 15, 2021, and filed with the SEC pursuant to Rule 424(b) under the Securities Act on November 17, 2021 (File No. 333-259443).

“Energem M&A” or “M&A” means Energem’s current amended and restated memorandum and articles of association approved by special resolution dated November 16, 2022 and filed with the Registrar of Companies in the Cayman Islands on November 21, 2022.

“Energem Ordinary Shares” means Energem Class A Ordinary Shares and Energem Class B Ordinary Shares, collectively.

“Energem Securities” means the Energem units, Energem Ordinary Shares, and Energem Warrants.

“Energem Public Share” or “Energem Public Shares” means the Energem Class A Ordinary Shares held by Public Shareholders also referred to as the “Public Shares” herein.

“Energem Shareholders” means holders of Energem Ordinary Shares.

“Energem units” means units consisting of one share of Energem Class A Ordinary Shares and one Energem Warrant.

“Energem Warrants” means warrants exercisable for Energem Class A Ordinary Shares.

“Equity Incentive Plan” means the 2022 Graphjet Equity Incentive Plan proposed to be adopted by Energem upon approval of the Equity Incentive Plan Proposal and to become effective upon the Closing of the Business Combination, a copy of which is affixed at Annex C.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Extension Units” means any Energem units issued to the Sponsor or its affiliates or designees in connection with additional funds deposited by the Sponsor to the Trust Account to extend the period of time to consummate a Business Combination up to nine times, each by an additional one month (for a total of up to nine months to complete a Business Combination).

“Extraordinary General Meeting” means the extraordinary general meeting of the shareholders of Energem, to be held at 10:00 a.m., Eastern Time, on ____________, 2022, at the office of Energem Corp. located 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/2022.

“fairness opinion” means the fairness analysis and opinion issued by Baker Tilly (Malaysia) by request of Energem to determine the Transactions are fair to Energem Shareholders from a financial point of view based on the Transaction Consideration. See the Baker Tilly fairness opinion attached to this proxy statement/prospectus as Annex D.

“Founder Shares” means the Class B Ordinary Shares initially purchased by the Sponsor on August 16, 2021, some of which were transferred to certain officers and directors of the Company.

“GAAP” means generally accepted accounting principles in the United States;

“Graphjet” means Graphjet Technology Sdn. Bhd., a Malaysian private limited company, which is the target of the Share Purchase Agreement.

“Graphjet Pre-Transaction Shares” means the ordinary shares, par value $0.0001 per share, of Graphjet prior to the Closing of the Business Combination.

“Graphjet Shareholders” refers to holders of the issued and outstanding share capital, options and other convertible securities of Graphjet as of the time immediately before the Closing of the Business Combination.

“Graphjet securities” means collectively, the Graphjet Pre-Transaction Shares, the Convertible Securities and any other securities of Graphjet.

“Initial Shareholders” means the Sponsor and any other holders of the Founder Shares prior to the Energem IPO (or their permitted transferees), if any.

“Ordinary Resolution” means an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Energem Ordinary Shares that are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting;

“PIPE Investment” means that certain private placement by Energem of Energem Class A Ordinary Shares purchased by certain institutional investors (the “PIPE Investors”) pursuant to subscription agreements.

“Placement Shares” means the Energem Class A Ordinary Shares included within the Placement Units purchased by the Sponsor in the Private Placement.

“Placement Units” means 528,075 units issued to the Sponsor in the Private Placement (including the additional units purchased after the Energem IPO in connection with the over-allotment securities issued to Energem’s underwriters). Each Placement Unit consists of one Placement Share and one Placement Warrant.

“Placement Warrant” means the warrants included within the Placement Units being purchased by the Sponsor in the Private Placement. Each Placement Warrant entitles the holder thereof to purchase one share of Energem Class A Ordinary Shares for $11.50 per share.

“Preference Shares” means the preference shares of par value of $0.0001 per share in the share capital of Energem.

“Private Placement” means the private placement consummated simultaneously with the Energem IPO in which Energem issued to the Sponsor the Placement Units.

“Proposals” means the Business Combination Proposal, Energem M&A Proposals, Share Issuance Proposal, Equity Incentive Plan Proposal, Director Appointment Proposal and Adjournment Proposal.

“proxy statement/prospectus” means the proxy statement/prospectus included in the Registration Statement on Form F-4 filed with the SEC;

“Public Shareholders” means the holders of Public Shares;

“Public Shares” or “public shares” means the “Energem Public Shares” which are the Energem Class A Ordinary Shares included in the Public Units and Class A Ordinary Shares underlying the Public Warrants.

“Public Units” means units issued in the Energem IPO, including any over-allotment securities acquired by Energem’s underwriters, consisting of one Public Share and one-half of one Public Warrant.

“Public Warrants” means warrants underlying the Units issued in the Energem IPO. Each whole Public Warrant entitles the holder thereof to purchase one share of Class A Ordinary Shares for $11.50 per share.

“Record Date” means ______, 2022, which is the date of Energem Class A Ordinary Shares is required to be entitled to notice of the Extraordinary General Meeting and to vote and have their votes counted at the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.

“Redemption” means the right of the holders of Energem Class A Ordinary Shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus and the Energem M&A.

“Required Proposals” means the Business Combination Proposal, the Energem M&A Proposals, the Share Issuance Proposal, the Director Appointment Proposal and the Equity Incentive Plan Proposal.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Share Purchase Agreement” or “SPA” means the Share Purchase Agreement, dated August 1, 2022, as it may be amended or supplemented from time to time, by and among Energem, Graphjet, the Purchaser Representative, the Selling Shareholders and the Shareholder Representative.

“Special Resolution” means a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of the holders of the issued and outstanding Energem Ordinary Shares that are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting;

“Sponsor” means Energem LLC.

“Trust Account” means the trust account of Energem, which holds the net proceeds of the Energem IPO, including from over-allotment securities sold by Energem’s underwriters, and the sale of the Placement Units, together with interest earned thereon, less amounts released to pay tax obligations and up to $100,000 for dissolution expenses, and amounts paid pursuant to redemptions.

“USD” or “US$” means U.S. dollars.

“U.S. GAAP” means generally accepted accounting principles in the United States.

“Units” means any of the Public Units, Placement Units, the Working Capital Units (if any), and the Extension Units (if any).

“Warrants” means any of the Public Warrants, the Placement Warrants and the warrants underlying the Working Capital Units (if any) and Extension Units (if any), excluding any warrants of Graphjet.

“Working Capital Units” means any units issued to the Sponsor or its affiliates or Energem’s officers or directors in connection with any loans made by them to Energem prior to the closing of Energem’s initial business combination in accordance with the Energem IPO Prospectus. As described in the Energem IPO Prospectus, initially up to $1,500,000 of such loans could have been converted at the election of the applicable lender into units at a price of $10.00 per unit, which units would be identical to the Placement Units.

Unless specified otherwise, “$,” “USD,” “US$” and “U.S. dollar” each refers to the United States dollar and “RM” refers to Ringgit Malaysia, the official currency of Malaysia.

Defined terms in the financial statements contained in this proxy statement/prospectus have the meanings ascribed to them in the financial statements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus (including the documents incorporated by reference herein) contains forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of Energem and Graphjet. These statements are based on the beliefs and assumptions of the management of Energem and Graphjet. Although Energem and Graphjet believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Energem nor Graphjet can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements.

These statements may be preceded by, followed by or include the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Adeptus, Graphjet’s independent auditor and Energem’s independent auditor, has not examined, compiled or otherwise applied procedures with respect to the accompanying forward-looking financial information presented herein and, accordingly, expresses no opinion or any other form of assurance on it. The report of Adeptus for Graphjet included in this proxy statement/prospectus relates to historical financial information of Graphjet, and the report of Adeptus for Energem included in this proxy statement/prospectus relates to historical financial information of Energem. Neither report extends to the forward-looking information nor should be read as if it does.

Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about:

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that Energem or Graphjet “believes” and similar statements reflect such party’s beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either Energem or Graphjet has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, the actual results or performance of Energem, Graphjet and/or the Combined Entity may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause Energem’s, Graphjet’s or the Combined Entity’s actual results to differ include:

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of Energem and Graphjet prior to the Business Combination, and the Combined Entity following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Energem or Graphjet assess the impact of all such risk factors on the business of Energem and Graphjet prior to the Business Combination, and the Combined Entity following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. This is particularly true for a company like Graphjet that has a limited operating history to reference. All forward-looking statements attributable to Energem or Graphjet or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information set forth elsewhere in this proxy statement/prospectus and only briefly address some commonly asked questions about the Extraordinary General Meeting and the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to Energem Shareholders. Shareholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

The vote of each Energem Shareholder is important regardless of how many shares are owned. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes hereto.

Because holders of Energem Warrants will be entitled to purchase Combined Entity Ordinary Shares after the Closing of the Business Combination, we urge holders of Energem Warrants to read the information contained in this proxy statement/prospectus carefully.

Following the Closing of the Business Combination, Energem intends to change its name to Graphjet Technology. While trading on Nasdaq is expected to begin on the first business day following the consummation of the Business Combination, there can be no assurance that the Combined Entity Ordinary Shares or warrants will be listed on Nasdaq or it they are, that a viable and active trading market will develop. See “Risk Factors” for more information.

On November 18, 2021, Energem closed its initial public offering of units, with each unit consisting of one share of Energem Class A Ordinary Shares and one Energem Warrant, which raised gross proceeds of approximately $115,000,000 (including $15,000,000 from the underwriters’ exercise of their over-allotment option in full). Since the Energem IPO, Energem’s activity has been limited to the evaluation of business combination candidates.

Graphjet is a Malaysian private limited company that is the owner of patent-pending, state of the art technology for the manufacture of graphene and graphite, a valuable and critical raw material used in a variety of industries, that was developed through its collaboration with National University of Malaysia and Universiti Teknikal Malaysia Melaka. Graphjet’s breakthrough technology transforms an abundant and renewable waste product, palm kernel shells, into highly valued artificial graphene and graphite.

Graphjet expects to build a carbonization plant with an annual output of 10,000 tons of graphite and 60 tons of graphene and processing of estimated 50,300 tons of palm waste. Based on its due diligence investigations of Energem and the industry in which it operates, including the financial projections and other information provided by Graphjet in the course of their negotiations in connection with the Share Purchase Agreement, as well as the conclusions of Baker Tilly (Malaysia) in its Opinion about the fairness to Energem’s Shareholders, Energem believes that Graphjet is positioned to take advantage of anticipated continued growth in the graphite markets and take a sizable portion of the market share.

As a result, Energem believes that a business combination with Graphjet will provide Energem’s shareholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section entitled “Proposal No. 1 — The Business Combination Proposal—Energem’s Reasons for the Business Combination and Recommendation of the Board of Directors.”

Notwithstanding the foregoing, a holder of Energem Class A Ordinary Shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 15% or more of Energem Class A Ordinary Shares. Accordingly, all Energem Class A Ordinary Shares in excess of 15% held by a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be converted.

Under the Energem M&A, the Business Combination may not be consummated if Energem has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all Energem Class A Ordinary Shares properly demanded to be redeemed by holders of Energem Class A Ordinary Shares.

Any request for redemption, once made by a holder of Energem Public Shares, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the Extraordinary General Meeting. If you deliver your shares for redemption to Energem’s transfer agent and later decide prior to the Extraordinary General Meeting not to elect redemption, you may request that Energem’s transfer agent return the shares (physically or electronically). You may make such request by contacting Energem’s transfer agent at the address listed at the end of this section.

Any written demand of redemption rights must be received by Energem’s transfer agent at least two (2) business days prior to the vote taken on the Business Combination Proposal at the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s share certificates have been delivered (either physically or electronically) to the transfer agent.

If you are a holder of Energem Class A Ordinary Shares (including through the ownership of Energem units) and you exercise your redemption rights, it will not result in the loss of any Energem Warrants that you may hold (including those contained in any units you hold). Your Energem Warrants will become exercisable to purchase one Combined Entity Ordinary Share following consummation of the Business Combination.

However, the Business Combination will not be consummated if the levels of redemption give rise to a failure of a condition to Closing of the Business Combination that is not waived. Such conditions to Closing include Energem’s requirement under the Energem M&A and the Share Purchase Agreement that Energem shall not have less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to or upon consummation of the Business Combination.

In the event such conditions to Closing are satisfied or waived, redemptions may result in fewer Energem Public Shares and Public Shareholders. In such event, the trading market for the Combined Entity Ordinary Shares may be less liquid than the market was for Energem prior to the consummation of the Transactions, which may result in adverse consequences such as depressed trading value and the Combined Entity’s inability to meet the listing standards of a national securities exchange. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to Graphjet Technology to be used in its business following the consummation of the Business Combination.

Energem expects that the amount of any distribution its Public Shareholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to Energem’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. Holders of Founder Shares have waived any right to any liquidation distribution with respect to those shares. In the event of liquidation, there will be no distribution with respect to Energem’s outstanding Warrants Accordingly, the Warrants will expire worthless.

Shareholders may submit questions or comments during the meeting through the Extraordinary General Meeting webcast by typing in the “Submit a question” box.

Energem Shareholders will also have the option to listen to the Extraordinary General Meeting by telephone by calling:

The passcode for telephone access: 8675126#. You will not be able to vote or submit questions unless you register for and log in to the Extraordinary General Meeting webcast as described above.

Energem believes the Proposals presented to the shareholders will be considered non-routine and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

If you are an Energem Shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Energem M&A Proposals, the Share Issuance Proposal, the Equity Incentive Plan Proposal, the Director Appointment Proposal or the Adjournment Proposal. The failure of your broker to vote will not count as votes cast at the Extraordinary General Meeting and, therefore, will not have any impact on the proposals presented at the Extraordinary General Meeting.

If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not approved, you will continue to be an Energem Shareholder and/or warrant holder of Energem, as applicable, and Energem will continue to search for another target business with which to complete an initial business combination. If Energem does not complete an initial business combination by November 18, 2022 (or pursuant to up to nine (9) 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), Energem must cease all operations except for the purpose of winding up, redeem 100% of the issued and outstanding Energem Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate.

Upon consummation of the Transactions, the Energem Warrants, by their terms, will entitle holders to purchase the Combined Entity Ordinary Shares. Therefore, warrantholders need not deliver their warrants to Energem at this time.

Energem Corp.

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

Jalan Kerinchi, Bangsar South

Wilayah Persekutuan Kuala Lumpur, Malaysia

Tel: +(60) 3270 47622

Attn: Mr. Swee Guan Hoo, Chief Executive Officer

Email: sghoo@energemcorp.com

or the proxy solicitor at:

Laurel Hill Advisory Group, LLC

2 Robbins Lane

Jericho, NY 11753

Toll-Free: 855-414-2266

Email: energem@laurelhill.com

To obtain timely delivery, Energem Shareholders must request the materials no later than five (5) business days prior to the Extraordinary General Meeting.

You may also obtain additional information about Energem from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you are a holder of Energem Class A Ordinary Shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to Energem’s transfer agent at the address below at least two (2) business days prior to the vote at the Extraordinary General Meeting. If you intend to seek redemption of your Class A Ordinary Shares, you will need to send a letter demanding redemption and deliver your share certificates (either physically or electronically) to Energem’s Transfer Agent prior to the Extraordinary General Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?”

If you have questions regarding the certification of your position or delivery of your share certificates, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004-1561

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. You should read the entire proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus carefully, including the annexes and exhibits, to understand the Share Purchase Agreement, the Business Combination and the other matters fully before voting on the Proposals being considered at the Extraordinary General Meeting of Energem Shareholders. Unless otherwise specified, all share calculations assume (i) no exercise of redemption rights by Energem’s Public Shareholders; and (ii) no inclusion of any Class A Ordinary Shares issuable upon the exercise of Energem’s warrants or any shares to be issued pursuant to the Equity Incentive Plan at or following the closing of the Business Combination. The terms and conditions of the Business Combination are contained in the Share Purchase Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Share Purchase Agreement and the exhibits thereto carefully, as it is the legal document that governs the Business Combination. See the section entitled “Where You Can Find More Information” in this proxy statement/prospectus.

Parties to the Business Combination

Graphjet Technology Sdn. Bhd.

Graphjet Technology Sdn. Bhd. (formerly Zhonghe Graphene Sdn. Bhd. and renamed on March 7, 2022), a Malaysian private limited company (“Graphjet”), founded in 2019, is the owner of state-of-the-art technology for the manufacture of artificial graphene and graphite, a critical raw material used in a variety of industries, such as biomedical, automobile composition and coating, electronics and home appliances, food and beverage processing, energy storage, batteries in electric vehicles, mechanical strength enhancement, sensors, semiconductors and digital products. Graphjet uses their breakthrough patent-pending technology to transform an abundant renewable waste product, palm kernel shells, to the highly valued artificial graphene and artificial graphite.

According to a study by Insight Partners released in April 2022, the global graphene market size was USD $821.2 million in 2021, projected to increase to USD $7,555.8 million by 2028 and register a CAGR of 37.3% from 2021 to 2028. The growing usage of graphite in green technologies and the popularity of graphene are projected to offer growing opportunities for the manufacturers of these products according to a July 2022 study by ReportLinker.

Upon completion of its initial manufacturing facility, Graphjet expects to produce 10,000 tons of graphite and 60 tons of graphene using its processing technology from 30,000 tons of dried palm kernel shell waste annually. Palm kernel shells are generated from the production of palm seed oil. Graphjet enjoys a geographic advantage for application of its recycling technology with a readily available feedstock in-region as Malaysia is the second largest supplier of palm seed oil, and the resulting palm kernel shells, in the world.

Graphjet is an early stage, emerging growth company and has limited operating history, lack of revenues or sales, and net losses to date. Based on Graphjet’s financial history since inception, Graphjet’s auditor has expressed substantial doubt about Graphjet’s ability to continue as a going concern.

The mailing address of Graphjet’s headquarters and principal executive office is No L4-E-8 Enterprise 4 Technology Park Malaysia, Bukit Jalil, 57000 Kuala Lumpur, Malaysia and Graphjet’s telephone number is +60 3-8991 2828.

Energem Corp.

Energem Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Energem was incorporated under the laws of the Cayman Islands on August 6, 2021.

On November 18, 2021, Energem closed its initial public offering of 11,500,000 units (after taking into account the full exercise of the over-allotment option by Energem’s underwriters), with each unit consisting of one share of Energem Class A Ordinary Shares and one redeemable warrant, with each Energem Warrant entitling the holder to purchase one Energem Class A Ordinary Share at a price of $11.50 commencing 30 days after the consummation of an initial business combination.

Energem’s units, the Energem Class A Ordinary Shares and the Energem Warrants are listed on Nasdaq under the symbols “ENCPU,” “ENCP” and “ENCPW,” respectively. The mailing address of Energem’s principal executive office is Level 3, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, 59200 Wilayah Persekutuan Kuala Lumpur, Malaysia, and its telephone number is +(60) 3270 47622. After the consummation of the Business Combination, Energem’s principal executive office will be that of Graphjet and Energem will change its name to Graphjet Technology.

As reported on November 18, 2022 on Form 8-K, Energem Shareholders approved the Second Amended and Restated Articles of Association at the November 16, 2022, Extraordinary General Meeting, giving Energem the right to extend the date to consummate a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination before it must cease its operations if it fails to complete such business combination, and redeem or repurchase 100% of the Energem Class A Ordinary Shares by up to nine one-month extensions to August 18, 2023 (the “Extension Date”). In connection with the approval of the new Extension Date at the Extraordinary General Meeting, holders of 9,604,519 Class A Ordinary Shares exercised their right to redeem those shares for cash at an approximate price of $10.21 per share, for an aggregate of approximately $98,062,138.99. Following the payment of the redemptions, the Trust Account had a balance of approximately $19,360,390.01.

The Share Purchase Agreement

The terms and conditions of the acquisition of 100% of the issued and outstanding Graphjet Pre-Transaction Shares, owned by the Selling Shareholders of Graphjet, by Energem Corp, with Graphjet becoming a wholly-owned subsidiary of Energem (the “Business Combination”) are contained in the Share Purchase Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Share Purchase Agreement carefully, as it is the legal document that governs the Business Combination and the Transactions contemplated thereby.

Structure of the Business Combination

Pursuant to the Share Purchase Agreement, Energem will acquire 100% of the equity of Graphjet at which point Graphjet will become a wholly-owned subsidiary of Energem. Energem, as a holding company of Graphjet, will be renamed Graphjet Technology at the Closing of the Business Combination if approved by Energem Shareholders as set forth in detail in this proxy statement/prospectus.

Simplified Pre-Business Combination Structure

The following diagram illustrates in simplified terms of the structure of Energem and Graphjet at the time of the announcement of the Share Purchase Agreement:

Simplified Post-Business Combination Structure

The following diagram illustrates in simplified terms the expected structure of the Combined Entity upon the Closing of the Business Combination:

Transaction Consideration

The Business Combination implies a pro forma post-closing enterprise value of $1.49 billion and a current equity value of Graphjet at more than $2.20 billion. If the Share Purchase Agreement is approved by Energem’s shareholders and the transactions contemplated by the Share Purchase Agreement are consummated, Energem will acquire all of the issued and outstanding shares of Graphjet and, thereafter, Graphjet will become a wholly-owned subsidiary of Energem. Each Selling Shareholder shall receive a number of Energem Class A Ordinary Shares subject to a formula set forth below.

The Share Purchase Agreement computes the number of Consideration Shares each Selling Shareholder shall receive as the right to receive at the Closing of the Business Combination, a number of Energem Class A Ordinary Shares equal to the aggregate Consideration Shares divided by the number of Graphjet Pre-Transaction Shares outstanding immediately prior to the Closing, multiplied by the number of Graphjet Pre-Transaction Shares held by such Selling Shareholder (the “Conversion Ratio”). The total consideration payable to the Selling Shareholders in accordance with the Share Purchase Agreement is also referred to herein as the “Transaction Consideration.”

The Transaction Consideration to be paid pursuant to the Share Purchase Agreement to the Selling Shareholders, as of immediately prior to the Closing, for the purchase of all issued and outstanding Graphjet Pre-Transaction Shares, shall be that number of Energem Class A Ordinary Shares equal to (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 and herein), minus (iii) the Closing Net Indebtedness amount (as defined in the Share Purchase Agreement and herein), minus (iv) the amount of any Transaction Expenses (as defined in the Share Purchase Agreement), divided by ten dollars ($10.00) (in the aggregate, the “Consideration Shares”). See a copy of the Share Purchase Agreement attached to this proxy statement/prospectus as Annex A.

The Energem Board’s Reasons for the Business Combination

In evaluating the Business Combination, the Energem Board consulted with Energem’s management and legal and financial advisors. The Energem Board reviewed various industry and financial data and consulted with advisors and the fairness opinion from Baker Tilly (Malaysia) when it calculated the Transaction Consideration and determined that such amount to be paid was reasonable and that the Business Combination was in the best interests of Energem Shareholders. The financial data reviewed included the historical and projected consolidated financial statements of Graphjet, comparable publicly traded company analyses and an analysis of pro forma capital structure and trading multiples prepared by management and Energem’s advisors.

Energem’s management conducted a due diligence review of Graphjet that included an industry analysis, an analysis of the existing business model of Graphjet and historical and projected financial results. Energem’s management, including its directors and advisors, have many years of experience in mergers and acquisitions, finance, operational management and investment and analysis and, in the opinion of the Energem Board, were suitably qualified to conduct the due diligence and other investigations and analyses required in connection with the search for a business combination partner. Nevertheless, the Energem Board retained Baker Tilly (Malaysia) for the fairness opinion and legal and financial advisors to advise them on all aspects of due diligence and valuations. A detailed description of the experience of Energem’s executive officers and directors is included in the section of this proxy statement/prospectus entitled “Energem’s Business—Directors and Executive Officers.”

In reaching its unanimous resolution (i) that the terms and conditions of the Share Purchase Agreement, including the proposed Business Combination, are advisable, fair to and in the best interests of Energem and its shareholders and (ii) to recommend that its shareholders adopt and approve the Share Purchase Agreement and approve the Business Combination contemplated therein, the Energem Board considered a range of factors, including but not limited to, the factors discussed below. In light of the number and wide variety of factors, the Energem Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The Energem Board viewed its position as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Energem’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements.”

In considering the Business Combination, the Energem Board gave considerable weight to the following factors:

Toyoda is a private company in Japan specializing in carbon neutral mobility solutions such as electric vehicles and motorcycles. Its largest shareholder is the Toyoda family, the fourth generation of the founder of Toyota Corporation, one of the largest automobile manufacturers in the world. Together with Asia Development Capital Co. Ltd., which is a public listed company on the Tokyo Stock Exchange that has a market capitalisation of JPY9.4 billion (or about RM320 million), they own more than 80% of the company. The Energem Board based this opinion on its own determination.

¹ Palm kernel shell (PKS) is a by-product in the production of palm oil and is commonly used in the natural biomass energy industry. PKS is a fibrous material, brownish-yellow in color and with particle sizes normally ranging between 5 mm and 40 mm.

To support the sales projections of RM3,800 million (USD $801) for years 2023 through 2027, Graphjet management relied on its four letters of intent in hand from key market players that are summarized in the following table:

While Graphjet is currently producing graphite and graphene on a small scale industry basis by beginning the first part of the process at a facility in Malaysia and then completing the process at a contract manufacturing facility in China, Graphjet does have the capability to meet targeted production volumes under its current contract manufacturing facilities regardless of Graphjet constructing its own facility. Upon the Closing of the Business Combination, Graphjet expects to begin construction on its manufacturing plant in Kuantan, Pahang, Malaysia, which it anticipates 16-18 months to complete. For years 2023 to 2027, Graphjet expects to produce 10,000 tons of graphite and 60 tons of graphene, including at its contracted manufacturing facility until construction of its own manufacturing plant is complete. The Energem Board based this opinion on its own determination in reliance on Graphjet management’s assumptions that the maximum capacity for graphite and graphene to fulfil customer contracts to increase to approximately 100,000 tons and 1,000 tons per annum, respectively.

² On August 1, 2022, Graphjet executed its first supply agreement. The counterparty is Toyoda Trike Inc. pursuant to which Graphjet will supply graphite and graphene in an aggregate amount of revenue of $30 million to Toyoda Trike for their carbon neutral mobility product. The order expected to be realized after the final terms have been agreed upon which is expected to occur by end of December or sooner with the delivery of materials within six months after the confirmation.

The Energem Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following discussion points.

The Energem Board concluded that the potential benefits that it expected Energem and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Energem Board unanimously determined that the Share Purchase Agreement and the Business Combination contemplated therein were advisable, fair to and in the best interests of Energem and its shareholders.

Interests of Energem’s Officers and Directors in the Transactions

In considering the recommendation of the Energem Board to vote in favor of approval of the Business Combination Proposal, Energem Shareholders should keep in mind that the Sponsor and Energem’s directors and executive officers have interests in such proposal that are different from, or in addition to, those of Energem Shareholders generally. In particular:

Interests of Energem’s Directors and Officers in the Business Combination

In considering the recommendation of the Energem Board in favor of the approval of the Business Combination Proposal, shareholders should keep in mind that Graphjet’s directors and officers may have interests in such proposal that are different from, or in addition to, those of Energem Shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

For additional information, see the section entitled “Management Following the Business Combination.”

Agreements Entered Into in Connection with the Share Purchase Agreement

Registration Rights Agreement

At the Closing, Energem, the Sponsor, the Sponsor’s founders and the Selling Shareholders (the “Subject Parties”) will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, Energem will be obligated to file a registration statement to register the resale of certain securities, as soon as practicable, but in any event within 30 days after the Closing, to file a registration statement to permit the public resale of all the registrable securities held by any party to the Registration Rights Agreement and the existing Energem registration rights agreement with the Sponsor entered into at the time of the Energem IPO will terminate. The Registration Rights Agreement will also provide the Subject Parties and the Sponsor with “piggy-back” registration rights, subject to certain requirements and customary conditions.

Equity Incentive Plan

Prior to the Closing, Energem will adopt an equity incentive plan (the “Equity Incentive Plan”) that will provide for the grant of equity incentives of Combined Entity Ordinary Shares to the directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) following the Closing. Within 30 days after the Closing, Combined Entity will file a registration statement on Form S-8 with respect to the Combined Entity Ordinary Shares issuable under the Equity Incentive Plan, and Combined Entity will use reasonable efforts to maintain the effectiveness of the registration statement and maintain the current status of the prospectus contained therein for so long as awards granted pursuant to the Equity Incentive Plan remain outstanding.

Subscription Agreements

Concurrently with the Closing, Energem intends to enter into one or more subscription agreements with PIPE Investors, pursuant to which, among other things, Energem will agree to issue and sell, in private placements to close immediately prior to the Closing, a private placement of Energem Ordinary Shares for $10.00 per share. Any private placement of a PIPE Investment is intended to be consummated substantially concurrently with the Closing of the Transaction contemplated by the Share Purchase Agreement, subject to the terms and conditions contemplated by any subscription agreement, including the consummation of the Business Combination. The closing of one or more subscription agreements is not a condition to closing the Share Purchase Agreement and there is no certainty that Energem will be successful in closing any such transactions with potential PIPE Investors.

Executive Employment Agreements

1. Executive Employment Agreement with Aiden Lee Ping Wei. Simultaneously with the Closing, the Combined Entity intends to enter into an executive employment agreement with Aiden Lee Ping Wei as Chief Executive Officer. Pursuant to the Employment Agreement, the Combined Entity shall employ Mr. Lee as its Chief Executive Officer responsible for (i) communicating, on behalf of the Combined Entity, with shareholders, government entities, and the public; (ii) leading the development of the Combined Entity’s short- and long-term strategy; (iii) creating and implementing the Combined Entity’s vision and mission; (iv) evaluating the work of other executive leaders within the Combined Entity; (v) maintaining awareness of the competitive market landscape, expansion opportunities, industry developments; (vi) ensuring that the Combined Entity maintains high social responsibility wherever it does business; (vii) assessing risks to the Combined Entity and ensuring they are monitored and minimized; and (viii) setting strategic, goals and making sure they are measurable and describable. Mr. Lee agreed to devote all of his professional time and attention to the business and affairs of the Combined Entity.

In exchange for these services, the Combined Entity shall pay Mr. Lee an annual salary of US$250,000, which may be increased or decreased by the Compensation Committee of the Board. An annual cash bonus and a transaction incentive bonus may also be granted as determined by the Compensation Committee. Further, the Combined Entity will make necessary statutory contributions to the Employees Provident Fund (EPF), the Social Security Organisation (SOCSO) and the Employee’s Insurance Scheme (EIS) in accordance with the prevailing statutory requirements, and Mr. Lee shall be eligible to participate in the Combined Entity’s long-term incentive plan, on terms and conditions as determined by the Compensation Committee. Mr. Lee will also be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available to other employees and shall be eligible for up to 14 days of Annual Leave per calendar year.

The Employment Agreement may be terminated by the Combined Entity and by Mr. Lee subject to at least 60 days’ written notice of intent to terminate employment. For a period of five years following the date of termination of the Employment Agreement, Mr. Lee will be subject to non-solicitation provisions, and for an indefinite period during the term of the Employment Agreement or thereafter, Mr. Lee will be subject to restrictions on the disclosure of confidential information relating to the Combined Entity. The Employment Agreement is governed by Malaysian law.

2. Executive Employment Agreement with Lim Hooi Beng as Non-Executive Chairman. Simultaneously with the Closing, the Combined Entity intends to enter into an executive employment agreement with Lim Hooi Beng as Non-Executive Chairman. Pursuant to the Employment Agreement, the Combined Entity shall employ Mr. Lim as its Non-Executive Chairman responsible for (i) providing leadership to the Board of Directors; (ii) providing support and advice to the CEO of the Combined Entity, formulating (with the CEO and company secretary) the yearly work plan for the Board against agreed objectives, and playing an active part in setting the agenda for Board meetings; (iii) maintaining the authority to call meetings of the Board and meetings of the independent directors; (iv) presiding over board meetings and ensuring that time in meetings is used productively; (v) upholding rigorous standards of preparation for meetings, and ensuring that decisions by the Board are executed; (vi) coordinating and chairing the annual Board performance review of the CEO and communicating results to the CEO; and (vii) chairing meetings of shareholders. Mr. Lim agreed to devote all of his professional time and attention to the business and affairs of the Combined Entity.

In exchange for these services, the Combined Entity shall pay Mr. Lim an annual salary of US$125,000, which may be increased or decreased by the Compensation Committee of the Board. An annual cash bonus and a transaction incentive bonus may also be granted as determined by the Compensation Committee. Further, the Combined Entity will make necessary statutory contributions to the Employees Provident Fund (EPF), the Social Security Organisation (SOCSO) and the Employee’s Insurance Scheme (EIS) in accordance with the prevailing statutory requirements, and Mr. Lim shall be eligible to participate in the Combined Entity’s long-term incentive plan, on terms and conditions as determined by the Compensation Committee. Mr. Lim will also be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available to other employees and shall be eligible for up to 14 days of Annual Leave per calendar year.

The Employment Agreement may be terminated by the Combined Entity and by Mr. Lim subject to at least 60 days’ written notice of intent to terminate employment. For a period of five years following the date of termination of the Employment Agreement, Mr. Lim will be subject to non-solicitation provisions, and for an indefinite period during the term of the Employment Agreement or thereafter, Mr. Lim will be subject to restrictions on the disclosure of confidential information relating to the Combined Entity. The Employment Agreement is governed by Malaysian law.

3. Executive Employment Agreement with Aw Jeen Rong as Executive Director. Simultaneously with the Closing, the Combined Entity intends to enter into an executive employment agreement with Aw Jeen Rong as Executive Director. Pursuant to the Employment Agreement, the Combined Entity shall employ Mr. Aw as its Executive Director responsible for (i) assisting the Board of Directors to develop a vision and strategic plan to guide the Combined Entity; (ii) developing and directing organizational strategy; (iii) engaging with external finance organizations for financing activities; (iv) drafting organizational policies and philosophies; (v) engaging with community groups; (vi) creating sound business plans; (vii) coaching department heads; (viii) overseeing financial accounts; (ix) reporting on revenue and expenditure; and (x) conducting performance reviews. Mr. Aw agreed to devote all of his professional time and attention to the business and affairs of the Combined Entity.

In exchange for these services, the Combined Entity shall pay Mr. Aw an annual salary of US$125,000, which may be increased or decreased by the Compensation Committee of the Board. An annual cash bonus and a transaction incentive bonus may also be granted as determined by the Compensation Committee. Further, the Combined Entity will make necessary statutory contributions to the Employees Provident Fund (EPF), the Social Security Organisation (SOCSO) and the Employee’s Insurance Scheme (EIS) in accordance with the prevailing statutory requirements, and Mr. Aw shall be eligible to participate in the Combined Entity’s long-term incentive plan, on terms and conditions as determined by the Compensation Committee. Mr. Aw will also be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available to other employees and shall be eligible for up to 14 days of Annual Leave per calendar year.

The Employment Agreement may be terminated by the Combined Entity and by Mr. Aw subject to at least 60 days’ written notice of intent to terminate employment. For a period of five years following the date of termination of the Employment Agreement, Mr. Aw will be subject to non-solicitation provisions, and for an indefinite period during the term of the Employment Agreement or thereafter, Mr. Aw agrees to restrictions on the disclosure of confidential information relating to the Combined Entity. The Employment Agreement is governed by Malaysian law.

4. Executive Employment Agreement with Tham Choi Kuen as Chief Financial Officer. Simultaneously with the Closing, the Combined Entity intends to enter into an executive employment agreement with Tham Choi Kuen as Chief Financial Officer. Pursuant to the Employment Agreement, the Combined Entity shall employ Ms. Tham as its Chief Financial Officer responsible for (i) reporting to the CEO; (ii) leading the finance team and developing annual organization objectives and individual development plans for team; (iii) strengthening the provision of resource allocation to business priorities, including long and medium-term financial forecasting and scenario planning; (iv) leading finance functions such as accounting, financial management and analysis; (v) preparing timely financial reports, forecast, annual budget variance analysis and performance indicators; (vi) ensuring company accounting and financial reporting standards are complaint as required by regulators such as US GAAP; (vii) implementing policies, guidelines and standard operating procedures to support the processes of financial planning, budgeting, forecasting and projections; (viii) liaising with auditors, tax consultants, solicitors, bankers, company secretary and other professionals to ensure compliance with all matters relating to audit, tax and statutory requirements; (ix) leading and accounting for preparation and finalization of annual reports; (x) managing cash flow effectively ensuring company cash flow positions are always positive and close monitoring to prevent serious business disruption; (xi) ensuring the integrity of the accounting system, improvement of the accounting system and that the accounting system is running effectively; and (xii) sourcing and securing external funding to increase the financial capacity of the Combined Entity, both public and private funding. Ms. Tham agreed to devote all of her professional time and attention to the business and affairs of the Combined Entity.

In exchange for these services, the Combined Entity shall pay Ms. Tham an annual salary of US$31,250, which may be increased or decreased by the Compensation Committee of the Board. An annual cash bonus and a transaction incentive bonus may also be granted as determined by the Compensation Committee. Further, the Combined Entity will make necessary statutory contributions to the Employees Provident Fund (EPF), the Social Security Organisation (SOCSO) and the Employee’s Insurance Scheme (EIS) in accordance with the prevailing statutory requirements, and Ms. Tham shall be eligible to participate in the Combined Entity’s long-term incentive plan, on terms and conditions as determined by the Compensation Committee. Ms. Tham will also be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available to other employees and shall be eligible for up to 14 days of Annual Leave per calendar year.

The Employment Agreement may be terminated by the Combined Entity and by Ms. Tham subject to at least 60 days’ written notice of intent to terminate employment. For a period of five years following the date of termination of the Employment Agreement, Ms. Tham will be subject to non-solicitation provisions, and for an indefinite period during the term of the Employment Agreement or thereafter, Ms. Tham will be subject to restrictions on the disclosure of confidential information relating to the Combined Entity. The Employment Agreement is governed by Malaysian law.

5. Executive Employment Agreement with Boh Woan Yun as Senior Finance Manager. Simultaneously with the Closing, the Combined Entity intends to enter into an executive employment agreement with Boh Woan Yun as Senior Finance Manager. Pursuant to the Employment Agreement, the Combined Entity shall employ Ms. Boh as its Senior Finance Manager responsible for (i) monitoring the day-to-day financial operations within the Combined Entity (payroll, invoicing, and other transactions); (ii) preparing monthly and quarterly management reporting; (iii) participating in strategic data analysis, research, and modeling for senior company leadership; (iv) supporting project analysis, validation of plans, and ad-hoc requests; (v) managing the Combined Entity’s financial accounting, monitoring, and reporting systems; and (vi) ensuring compliance with accounting policies and regulatory requirements. Ms. Boh agreed to devote all of her professional time and attention to the business and affairs of the Combined Entity.

In exchange for these services, the Combined Entity shall pay Ms. Boh an annual salary of US$12,500, which may be increased or decreased by the Compensation Committee of the Board. An annual cash bonus and a transaction incentive bonus may also be granted as determined by the Compensation Committee. Further, the Combined Entity will make necessary statutory contributions to the Employees Provident Fund (EPF), the Social Security Organisation (SOCSO) and the Employee’s Insurance Scheme (EIS) in accordance with the prevailing statutory requirements, and Ms. Boh shall be eligible to participate in the Combined Entity’s long-term incentive plan, on terms and conditions as determined by the Compensation Committee. Ms. Boh will also be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available to other employees and shall be eligible for up to 14 days of Annual Leave per calendar year.

The Employment Agreement may be terminated by the Combined Entity and by Ms. Boh subject to at least 60 days’ written notice of intent to terminate employment. For a period of five years following the date of termination of the Employment Agreement, Ms. Boh will be subject to non-solicitation provisions, and for an indefinite period during the term of the Employment Agreement or thereafter, Ms. Boh will be subject to restrictions on the disclosure of confidential information relating to the Combined Entity. The Employment Agreement is governed by Malaysian law.

6. Executive Employment Agreement with Lim Seh Jiang as General Manager. Simultaneously with the Closing, the Combined Entity intends to enter into an executive employment agreement with Lim Seh Jiang in the role of General Manager. Pursuant to the Employment Agreement, the Combined Entity shall employ Mr. Lim as its General Manager responsible for (i) leading and working with different teams to ensure all the business/marketing plans of the Combined Entity run smoothly; (ii) working hand-in-hand with top management in order to develop and implement new plans/ideas that will enhance the operations of the Combined Entity; (iii) improving processes, policies, and practices so as to achieve the Combined Entity’s financial goals and operational disciplines; (iv) managing growth and achieving business targets; (v) executing different business strategies to support the Combined Entity’s growth and business expansion; (vi) overseeing training and employee performance; (vii) evaluating performance, productivity and competitiveness; (viii) spearheading policies, strategies and directional growth; (ix) hiring and training new staff to continuously grow the team size and ensure employee retention; and (x) managing budgets and sales revenue efficiently. Mr. Lim agreed to devote all of his professional time and attention to the business and affairs of the Combined Entity.

In exchange for these services, the Combined Entity shall pay Mr. Lim an annual salary of US$31,250, which may be increased or decreased by the Compensation Committee of the Board. An annual cash bonus and a transaction incentive bonus may also be granted as determined by the Compensation Committee. Further, the Combined Entity will make necessary statutory contributions to the Employees Provident Fund (EPF), the Social Security Organisation (SOCSO) and the Employee’s Insurance Scheme (EIS) in accordance with the prevailing statutory requirements, and Mr. Lim shall be eligible to participate in the Combined Entity’s long-term incentive plan, on terms and conditions as determined by the Compensation Committee. Mr. Lim will also be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available to other employees and shall be eligible for up to 14 days of Annual Leave per calendar year.

The Employment Agreement may be terminated by the Combined Entity and by Mr. Lim subject to at least 60 days’ written notice of intent to terminate employment. For a period of five years following the date of termination of the Employment Agreement, Mr. Lim will be subject to non-solicitation provisions, and for an indefinite period during the term of the Employment Agreement or thereafter, Mr. Lim will be subject to restrictions on the disclosure of confidential information relating to the Combined Entity. The Employment Agreement is governed by Malaysian law.

7. Executive Employment Agreement with Liu Yu as Head of Research and Chief Scientific Officer. Simultaneously with the Closing, the Combined Entity intends to enter into an executive employment agreement with Liu Yu as Head of Research and Chief Scientific Officer. Pursuant to the Employment Agreement, the Combined Entity shall employ Mr. Liu as its Head of Research and Chief Scientific Officer responsible for (i) creating technology strategies and proposing implementation methods; (ii) communicating with company executives and the Board; (iii) setting a vision for how technology will be used in the Combined Entity; (iv) ensuring that technological resources meet the Combined Entity’s short and long-term needs; (v) outlining the goals for research and development; (vi) creating timelines for the development and deployment of all technological services; (vii) making executive decisions on behalf of the Combined Entity’s technological requirements; (viii) managing technology budgets and timeframes; (ix) staying on top of technology trends and developments; and (x) ensuring all technology practices adhere to regulatory standards. Mr. Liu agreed to devote all of his professional time and attention to the business and affairs of the Combined Entity.

In exchange for these services, the Combined Entity shall pay Mr. Liu an annual salary of US$93,750, which may be increased or decreased by the Compensation Committee of the Board. An annual cash bonus and a transaction incentive bonus may also be granted as determined by the Compensation Committee. Further, the Combined Entity will make necessary statutory contributions to the Employees Provident Fund (EPF), the Social Security Organisation (SOCSO) and the Employee’s Insurance Scheme (EIS) in accordance with the prevailing statutory requirements, and Mr. Liu shall be eligible to participate in the Combined Entity’s long-term incentive plan, on terms and conditions as determined by the Compensation Committee. Mr. Liu will also be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available to other employees and shall be eligible for up to 14 days of Annual Leave per calendar year.

The Employment Agreement may be terminated by the Combined Entity and by Mr. Liu subject to at least 60 days’ written notice of intent to terminate employment. For a period of five years following the date of termination of the Employment Agreement, Mr. Liu will be subject to non-solicitation provisions, and for an indefinite period during the term of the Employment Agreement or thereafter, Mr. Liu will be subject to restrictions on the disclosure of confidential information relating to the Combined Entity. The Employment Agreement is governed by Malaysian law.

8. Executive Employment Agreement with Hoo Swee Guan as Executive Director. Simultaneously with the Closing, the Combined Entity intends to enter into an executive employment agreement with Hoo Swee Guan in the role of Executive Director. Pursuant to the Employment Agreement, the Combined Entity shall employ Mr. Hoo as its Executive Director responsible for (i) reporting to and assisting the CEO; (ii) assisting the Board of Directors to develop a vision and strategic plan to guide the Combined Entity; (iii) acting as a professional advisor to the Board on all aspects of the Combined Entity’s activities; (iv) reviewing and revising existing policies and procedures and providing consultation to the Board if new policies are required; (v) monitoring policies and procedures for effectiveness and compliance; (vi) ensuring that the operation of the Combined Entity meets the expectations of its clients and the Board; (vii) overseeing the planning, implementation and evaluation of the Combined Entity’s operation; and (viii) identifying and evaluating the risks to the Combined Entity’s clients, staff, management, volunteers, property, finances, goodwill and image and implement measures to control risks. Mr. Hoo agreed to devote all of his professional time and attention to the business and affairs of the Combined Entity.

In exchange for these services, the Combined Entity shall pay Mr. Hoo an annual salary of US$62,500, which may be increased or decreased by the Compensation Committee of the Board. An annual cash bonus and a transaction incentive bonus may also be granted as determined by the Compensation Committee. Further, the Combined Entity will make necessary statutory contributions to the Employees Provident Fund (EPF), the Social Security Organisation (SOCSO) and the Employee’s Insurance Scheme (EIS) in accordance with the prevailing statutory requirements, and Mr. Hoo shall be eligible to participate in the Combined Entity’s long-term incentive plan, on terms and conditions as determined by the Compensation Committee. Mr. Hoo will also be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available to other employees and shall be eligible for up to 14 days of Annual Leave per calendar year.

The Employment Agreement may be terminated by the Combined Entity and by Mr. Hoo subject to at least 60 days’ written notice of intent to terminate employment. For a period of five years following the date of termination of the Employment Agreement, Mr. Hoo will be subject to non-solicitation provisions, and for an indefinite period during the term of the Employment Agreement or thereafter, Mr. Hoo will be subject to restrictions on the disclosure of confidential information relating to the Combined Entity. The Employment Agreement is governed by Malaysian law.

Material U.S. Federal Income Tax Considerations

For a description of U.S. federal income tax consequences of the Business Combination, the ownership and disposition of Energem Class A Ordinary Shares and/or Energem Warrants, please see the information set forth in “Material U.S. Federal Income Tax Considerations” in this proxy statement/prospectus. The consequences of a redemption to any particular public shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Material Cayman Islands Tax Considerations

For a description of material Cayman Islands tax considerations including in connection with the ownership and disposition of Combined Entity Ordinary Shares, please see the information set forth in “Material Cayman Tax Considerations”.

Redemption Rights

Pursuant to the Energem M&A, a holder of Energem Public Shares may demand that Energem redeem such shares for cash if the business combination is consummated; provided that Energem may not consummate the business combination if it has less than $5,000,001 of net tangible assets either immediately prior to or upon consummation of the business combination. Holders of Energem Public Shares will be entitled to receive cash for these shares only if they deliver their shares to Energem’s transfer agent no later than two (2) business days prior to the Extraordinary General Meeting.

Holders of Energem Public Shares do not need to affirmatively vote on the Business Combination Proposal or be a holder of such Energem Public Shares as of the record date to exercise redemption rights. If the Business Combination is not consummated, these shares will not be redeemed for cash. If a holder of Energem Public Shares properly demands such redemption, delivers his, her or its shares to Energem’s transfer agent as described above, and the Business Combination is consummated, Energem will redeem each Energem Public Share into a full pro rata portion of the Trust Account, calculated as of two (2) business days prior to the date of the Extraordinary General Meeting. It is anticipated that this would amount to approximately [$10.___] per share. Holders of Energem Warrants do not have redemption rights with respect to such securities.

Appraisal Rights

Energem Shareholders and holders of Energem Warrants do not have appraisal rights in connection with the Transactions under Cayman Islands law. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Energem Shareholders—Appraisal Rights.”

Voting Power; Record Date

Energem Shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned Energem Class A Ordinary Shares at the close of business on [_______], 2022, which is the Record Date for the Extraordinary General Meeting. Energem Shareholders will have one vote for each Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Energem Warrants do not have voting rights. On the Record Date, there were [14,903,075] Energem Ordinary Shares outstanding, of which [12,028,075] were Energem Public Shares with the rest being held by the Energem Board, Energem’s officers and other initial shareholders and their respective affiliates (including the Sponsor).

Following the Business Combination, the voting power of the (i) Public Shareholders, (ii) Sponsor, (iii) PIPE Investors, if any, and (iv) Graphjet Shareholders is one vote for each Ordinary Share. Further, following the Business Combination, the Combined Entity will not be a “controlled company” under the Nasdaq listing rules because not more than 50% of the Combined Entity’s voting power held by a single person, entity or group.

The Business Combination Proposal

Energem Shareholders will be asked to approve and adopt a proposal to approve, as an Ordinary Resolution, the Business Combination, including the Share Purchase Agreement. As consideration for the Business Combination, the Graphjet Shareholders shall be entitled to receive from Energem, that number of Class A Ordinary Shares equal to the Transaction Consideration, after the Closing of the Business Combination, and upon the Business Combination, all of the issued and outstanding share capital of Graphjet immediately prior to the Effective Time will be acquired by Energem and the aggregate Transaction Consideration will be paid to Graphjet Shareholders, as of immediately prior to the Effective Time, as provided in the Share Purchase Agreement and elsewhere in this proxy statement/prospectus. See the section of this proxy statement/prospectus titled “Proposal No. 1— Business Combination Approval.”

The Energem M&A Proposals

Energem will ask its shareholders to approve and adopt, assuming the Business Combination Proposal is approved, proposal to approve, as Special Resolutions, the Energem M&A Proposals comprising the change of name and amendments to the Energem M&A. See the section of this proxy statement/prospectus titled “Proposal No. 2—The Energem M&A Proposals.”

The Share Issuance Proposal

Energem will ask its shareholders to approve and adopt, assuming the Business Combination Proposal is approved, in order to comply with applicable listing rules of Nasdaq, a proposal for the issuance of more than 20% of Energem’s Ordinary Shares, which is conditioned on the approval of the Business Combination Proposal. Therefore if the Business Combination Proposal is not approved, the Share Issuance Proposal will have no effect, even if approved by holders of the Energem’s Ordinary Shares. See the section of this proxy statement/prospectus titled “Proposal No. 3— Share Issuance Proposal.”

The Equity Incentive Plan Proposal

Energem will ask its shareholders to approve and adopt, assuming the Business Combination Proposal is approved, the Equity Incentive Plan, which, if approved, would take effect upon Closing. This summary is qualified in its entirety by reference to the complete text of the Equity Incentive Plan Proposal. See the section of this proxy statement/prospectus titled “Proposal No. 4—The Equity Incentive Plan Proposal.”

The Director Appointment Proposal

Energem will ask its holders of its Class B Ordinary Shares to approve and adopt, assuming the Business Combination Proposal is approved, the Director Appointment Proposal through an Ordinary Resolution for the appointment of new directors, which, if approved, would take effect upon Closing. This summary is qualified in its entirety by reference to the complete text of the Director Appointment Proposal. See the section of this proxy statement/prospectus titled “Proposal No. 5—The Director Appointment Proposal.”

The Adjournment Proposal

If Energem is unable to consummate the Business Combination at the time of the Extraordinary General Meeting for any reason, the chairman presiding over the Extraordinary General Meeting may submit a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary. See the section of this proxy statement/prospectus titled “Proposal No. 6—The Adjournment Proposal.”

Recommendation to Energem Shareholders

The Energem Board has determined that each of the proposals outlined above is fair to and in the best interests of Energem and its shareholders and recommended that Energem Shareholders vote “FOR” the Business Combination Proposal, “FOR” the Energem M&A Proposals, “FOR” the Share Issuance Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Director Appointment Proposal, and “FOR” the Adjournment Proposal, if presented.

Implications of being an “Emerging Growth Company” and a “Foreign Private Issuer”

Following the Business Combination, the Combined Entity will be, 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”). As such, the Combined Entity will be eligible to 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 of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the Combined Entity’s securities less attractive as a result, there may be a less active trading market for the Combined Entity’s securities and the prices of the Combined Entity’s securities may be more volatile.

The Combined Entity will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Energem IPO, (b) in which the Combined Entity has total annual gross revenue of at least $1.07 billion, or (c) in which the Combined Entity is deemed to be a large accelerated filer, which means the market value of the Combined Entity’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which the Combined Entity has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

The Combined Entity will also be considered a “foreign private issuer” and will report under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) as a non-U.S. company with “foreign private issuer” status. This means that, even after the Combined Entity no longer qualifies as an “emerging growth company,” as long as it qualifies as a “foreign private issuer” under the Exchange Act, it will be exempt from certain provisions of and intends to take advantage certain exemptions from the Exchange Act that are applicable to U.S. public companies, including:

The Combined Entity may take advantage of these reporting exemptions until such time as it is no longer a “foreign private issuer.” The Combined Entity could lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of its outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of the its directors or executive officers are U.S. citizens or residents; (ii) more than 50% of its assets are located in the United States; or (iii) the Combined Entity’s business is administered principally in the United States.

The Combined Entity may choose to take advantage of some but not all of these reduced burdens. Energem has taken advantage of reduced reporting requirements in this proxy statement/prospectus. Accordingly, the information contained in this prospectus may be different from the information you receive from Energem’s competitors that are public companies, or other public companies in which you have made an investment.

Regulatory Matters

The Business Combination is not subject to any foreign, federal or state regulatory requirement or approval.

Summary Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors” in this proxy statement/prospectus. Such risks include, but are not limited to, the following:

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

Energem is providing the following unaudited pro forma condensed combined financial information to aid in the analysis of the financial aspects of the Business Combination.

The unaudited pro forma condensed combined statement of financial position as of December 31, 2021 combines the historical balance sheet of Energem with the historical consolidated statement of financial position of Graphjet on a pro forma basis as if the Business Combination, summarized below, had been consummated as of that date. The unaudited pro forma condensed combined statement of profit or loss for the twelve months ended December 31, 2021 combines the historical statement of operations of Energem with the historical consolidated statement of profit or loss and other comprehensive income of Graphjet for such period on a pro forma basis as if the Business Combination had occurred as of January 1, 2021. This information should be read together with the historical financial statements of Graphjet and related notes, Energem’s historical financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Graphjet,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Energem” and other financial information included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information presents the pro forma effects of the Business Combination.

The unaudited pro forma condensed combined statement of financial position as of December 31, 2020 has been prepared using the following:

The unaudited pro forma condensed combined statement of profit or loss for the year ended December 31, 2021 has been prepared using the following:

Summary of the Business Combination

On August 1, 2022, Energem, Graphjet and the Parties entered into the Share Purchase Agreement, which contains customary representations and warranties, covenants, closing conditions, termination provisions and other terms relating to the acquisition of all of the issued and outstanding Graphjet Pre-Transaction Shares and the other Transactions contemplated thereby. The key steps, in sequential order, are (1) Energem will acquire all of the issued and outstanding Graphjet Pre-Transaction Shares owned by the Selling Shareholders pursuant to the Share Purchase Agreement; (2) the Selling Shareholders will receive the Consideration Shares in accordance with the formula set forth in the Share Purchase Agreement; (3) Graphjet will become a wholly-owned subsidiary of Energem Corp.; and (4) Energem will be renamed Graphjet Technology and trade on Nasdaq under the tickers “GTI” and “GTIW.” Upon consummation of the Business Combination, Energem Shareholders and Graphjet will become Graphjet Shareholders.

For more information about the Business Combination, please see the section entitled “The Share Purchase Agreement.”

Accounting for the Business Combination

Notwithstanding the legal form of the Business Combination pursuant to the Share Purchase Agreement, the Business Combination is expected to be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Energem Corp. will be treated as the acquired company and Graphjet will be treated as the survivor for financial statement reporting purposes. Graphjet has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

Graphjet existing securityholders will have the greatest voting interest in the Combined Entity under the no redemptions and maximum redemptions scenarios with more than 85.27% and 92.01% voting interest, respectively (excluding any outstanding Warrants) and assuming that (i) there are no redemptions of any shares by Energem Corp’ Public Shareholders in connection with the Business Combination, and (ii) no awards are issued under the Equity Incentive Plan;

No Appraisal Rights

Holders of Energem Ordinary Shares will not be entitled to any dissenters’ rights or appraisal rights with respect to any of the proposals to be voted on at the Extraordinary General Meeting.

Basis of Pro Forma Presentation

The historical financial statements of Graphjet have been prepared in accordance with U.S. GAAP in its presentation currency of United States Dollars. The historical financial statements of Energem have been prepared in accordance with U.S. GAAP in its presentation currency of United States Dollars.

The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide an understanding of the Combined Entity upon consummation of the Business Combination for illustrative purposes.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). No Management’s Adjustments have been identified and therefore only Transaction Accounting Adjustments are included in the following unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies been combined for the referenced period. The unaudited pro forma condensed combined financial information should not be relied on as being indicative of the historical results that would have been achieved had the companies been combined for the referenced period or the future results that the Combined Entity will experience. Graphjet and Energem have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma condensed combined provision for income taxes of nil does not necessarily reflect the amounts that would have resulted had the Combined Entity filed consolidated income tax returns during the periods presented.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption into cash of Energem Class A Ordinary Shares:

The Assuming Maximum Redemptions scenario includes all adjustments contained in the Assuming No Redemptions scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

The following table summarizes the pro forma number of Energem Ordinary Shares outstanding, by source, under the two alternative scenarios presented above (in each case, not giving effect to the Energem Warrants that will remain outstanding immediately following the Business Combination and may be exercised 30 days after completion of the Business Combination:

RISK FACTORS

If the Business Combination is completed, the Combined Entity will operate in a market environment that is difficult to predict and that involves significant risks, many of which will be beyond its control. You should carefully consider the risks described below before voting your shares. Additional risks and uncertainties not presently known to Graphjet or Energem or that they do not currently believe are important to an investor, if they materialize, also may adversely affect the Business Combination. If any of the events, contingencies, circumstances or conditions described in the following risks actually occur, the Combined Entity’s business, financial condition or results of operations could be seriously harmed. If that happens, the trading price of the Combined Entity’s Ordinary Shares could decline, and you may lose part or all of the value of any Combined Entity Ordinary Shares or, if the Business Combination is not consummated, Energem Ordinary Shares that you hold.

In considering the Business Combination, you should carefully consider the following information about these risks, as well as the other information included in or incorporated by reference into this proxy statement/prospectus, including Graphjet’s consolidated financial statements and the related notes and “Graphjet’s Management’s Discussion and Analysis of Results of Operations and Financial Condition.” The risks and uncertainties described below are those significant risk factors, currently known and specific to us, that we believe are relevant when considering the Business Combination. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm us and adversely affect the Combined Entity’s post-Business Combination business and financial results in material respects. You should also consider the other information in this proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus, including the Share Purchase Agreement, which is attached at Annex A hereto and to the registration statement of which this proxy statement/prospectus is a part.

You are also encouraged to read and consider the risk factors specific to Energem’s businesses (that may also affect the Combined Entity) described in Energem’s annual report on Form 10-K for the year ended December 31, 2021 because, as a result of the Business Combination, they will become the Combined Entity’s risks. Please also see “Where You Can Find More Information,” for information on where you can find the periodic reports and other documents we and Energem have filed with or furnished to the SEC. In this section “we,” “us” and “our” refer to Graphjet prior to the Closing and Graphjet following the Closing.

Risks Related to the Business Combination

The completion of the Business Combination is subject to a number of important conditions, and the Share Purchase Agreement may be terminated before the completion of the Business Combination in accordance with its terms. As a result, there is no assurance that the Business Combination will be completed.

The completion of the Business Combination is subject to the satisfaction or waiver, as applicable, of a number of important conditions set forth in the Share Purchase Agreement, including the approval of the Business Combination by the Energem Shareholders, the approval of the listing of the Combined Entity Ordinary Shares on Nasdaq, and several other customary closing conditions. If these conditions are not satisfied or, if the Share Purchase Agreement is otherwise terminated by either party, you will not receive the Transaction Consideration. For more information, see “The Share Purchase Agreement.”

The unaudited pro forma financial information included in this proxy statement/prospectus may not be representative of Graphjet’s results after the Business Combination.

Energem and Graphjet currently operate as separate companies. Energem and Graphjet have had no prior history as a combined entity and their respective operations have not previously been managed on a combined basis. The unaudited pro forma financial information of Graphjet included elsewhere in this proxy statement/prospectus has been presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that actually would have occurred had the transactions been consummated as of the dates indicated, nor is it indicative of the Combined Entity’s future operating results or financial position after the assumed consummation of the Transactions or other individually insignificant acquisitions. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of current market conditions on revenues or expense. The unaudited prospective financial information of Graphjet is based in part on certain assumptions that we believe are reasonable under the circumstances. Our assumptions may not prove to be accurate over time. The pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” has been derived from Energem’s and Graphjet’s historical financial statements and certain adjustments and assumptions including revenue projections have been made regarding the Combined Entity after giving effect to the Business Combination. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have an adverse effect on the pro forma financial information and the Combined Entity’s financial position and future results of operations.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect the Combined Entity’s financial condition or results of operations following the Closing. Any potential decline in the Combined Entity’s financial condition or results of operations may cause significant variations in the Combined Entity Ordinary Share price.

Graphjet’s revenue projections are subject to significant risks, assumptions, estimates and uncertainties. As a result, Graphjet’s projected revenue, gross profit, EBITDA and net profit may differ materially from expectations.

Graphjet’s operates in a competitive industry and its revenue projections will be subject to the risks and assumptions made by management and the fairness opinion with respect to its industry and its ability to produce sufficient product to meet customer demands, if any. Operating results are difficult to forecast because they generally depend on a number of factors, including the competition the Combined Entity would face, and its ability to enter into contracts with existing potential customers and to attract and retain new customers while generating sustained revenues. This may result in less revenue than projected and the Combined Entity may be unable to adopt measures in a timely manner to compensate for any unexpected shortfall in income. This inability could cause the Combined Entity’s operating results in a given quarter to be higher or lower than expected. These factors make creating accurate forecasts and budgets challenging and, as a result, the Combined Entity may fall materially short of its forecasts and expectations, which could cause its share price to decline and investors to lose confidence in it.

The Business Combination may not result in increased share liquidity for Energem Shareholders following the Business Combination.

We are undertaking the Business Combination because we believe that the Transactions will provide Energem Shareholders with a number of advantages, including providing our shareholders with securities that we expect will enjoy greater market liquidity than the securities these shareholders currently hold. However, the Business Combination may not accomplish these objectives particularly given the number of shares to be held by Energem Shareholders coupled with your right to redeem their Energem Ordinary Shares in connection with the consummation of the Business Combination. Accordingly, we cannot predict whether a liquid market for the newly issued the Combined Entity Ordinary Shares will be maintained.

Your ownership percentage in the Combined Entity at Closing will be less than the ownership percentage you currently hold in Energem.

Your ownership percentage in the Combined Entity Ordinary Shares following the Business Combination will be less than your existing ownership percentage in Energem as a result of dilution attributable to the relative equity values of the companies involved in the Business Combination. Immediately after the Business Combination, assuming no redemptions by Energem Shareholders, it is anticipated that (i) the existing shareholders of Graphjet will hold as a group approximately 90.65% of the issued and outstanding Combined Entity Ordinary Shares, assuming no further redemptions by the Energem Shareholders, and (ii) the current Energem Shareholders including the Sponsor will hold as a group approximately 6.35% of the issued and outstanding Combined Entity Ordinary Shares, which includes the shares underlying Placement Units and Placement Warrants (assuming a PIPE Investment), as shown in the following table (there is no anti-dilution adjustment).

As a result, Energem Shareholders will have less influence over matters submitted to a vote of the Combined Entity shareholders than they currently hold in Energem. Nevertheless, the Sponsor, directors and officers of Energem Corp will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public stockholders rather than liquidate.

Directors of Energem have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement/prospectus.

When considering the Energem Board’s recommendation that Energem Shareholders vote in favor of the approval of the Business Combination, Energem Shareholders should be aware that Energem’s directors and executive officers, advisors and entities affiliated with them, have interests in the Business Combination that may be different from, or in addition to, the interests of Energem Shareholders. These interests include:

These financial interests of the officers and directors, and entities affiliated with them, may have influenced their decision to approve the Business Combination and may incentivize these individuals and entities, including our Sponsor, to complete an acquisition of a less favorable target company or on terms less favorable to shareholders in order to avoid liquidation. You should consider these interests when evaluating the Business Combination and the recommendation to vote in favor of the Business Combination Proposal and other proposals to be presented to Energem Shareholders.

Following the completion of the Business Combination, the Sponsor will have the ability to influence the Combined Entity’s business and management.

It is anticipated that, upon completion of the Business Combination: existing shareholders of Graphjet will hold as a group approximately 90.65% of the issued and outstanding Combined Entity Ordinary Shares, assuming no further redemptions by the Energem Shareholders, and (ii) the current Energem Shareholders including the Sponsor will hold as a group approximately 6.35% of the issued and outstanding Combined Entity Ordinary Shares, which includes the Private Placement Warrants and assumes a PIPE investment of three percent of the Combined Entity. As a result, Energem Shareholders will have less influence over matters submitted to a vote of the Combined Entity shareholders than they currently hold in Energem. These levels of ownership interest: (a) exclude the impact of the Energem Warrants to purchase Combined Entity Ordinary Shares that will remain outstanding immediately following the Business Combination and (b) assume that no Energem Public Shareholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in Energem’s Trust Account. Accordingly, the Sponsor will be able to influence the approval of actions requiring approval of the board of directors of the Combined Entity through their voting power and will retain influence with respect to the Combined Entity’s management, business plans and policies, including the appointment and removal of its officers. In addition, the Sponsor, directors and officers of Energem Corp will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public stockholders rather than liquidate.

Subsequent to the consummation of the Business Combination, the Combined Entity may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

Although Energem has conducted due diligence on Graphjet, Energem cannot assure you that this diligence revealed all material issues that may be present in its businesses, that it would be possible to uncover all material issues through a customary amount of due diligence or that factors outside of Energem’s or Graphjet’s control will not later arise. Graphjet is aware that Energem must complete an initial business combination by November 18, 2022 (or pursuant to up to nine (9) 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). Consequently, Graphjet may have obtained leverage over Energem in negotiating the Share Purchase Agreement, knowing that if Energem does not complete the Business Combination, Energem may be unlikely to be able to complete an initial business combination with any other target business prior to such deadline. In addition, Energem has had limited time to conduct due diligence. Graphjet is a privately held company and Energem therefore has made its decision to pursue a business combination with Graphjet on the basis of limited information, which may result in a business combination that is not as profitable as expected, if at all.

As a result of these factors, the Combined Entity may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if Energem’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Energem’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on the Combined Entity’s liquidity, the fact that the Combined Entity is required to report charges of this nature could contribute to negative market perceptions about the Combined Entity or the Combined Entity Ordinary Shares. Accordingly, any Energem Shareholders who choose to remain shareholders of the Combined Entity following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Energem’s officers or directors of a duty of care or other fiduciary duty owed by them to Energem, or if they are able to successfully bring a private claim under securities laws that the proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

Energem cannot assure you that the due diligence Energem has conducted on Graphjet will reveal all material issues that may be present with regard to Graphjet, or that it would be possible to uncover all material issues through a customary amount of due diligence or that risks outside of Energem’s control will not later arise.

Evaluation of the Graphjet Transactions and alternative business opportunities may not have revealed the best target for a business combination or all material risks that may be present with regard to the Business Combination.

The Energem Board, consisting of four independent directors and two interested directors, evaluated the Graphjet Transactions and considered alternative business opportunities. Over the course of its evaluation, the Energem Board offered letters of intent to two other distinct Potential Targets in order to maximize Energem Shareholder value, which it did not pursue. As part of the Energem Board’s independent evaluation, which was conducted over a five-month period, and retained independent financial and legal advisors. The Energem Board also undertook its own analysis of key aspects of the financial model underlying Graphjet’s financial projections.

In analyzing the Business Combination, the Energem Board conducted due diligence on Graphjet and engaged in comprehensive discussions regarding the terms of the transaction, including the relative ownership of Graphjet following the Business Combination. Following the entering of an LOI with Graphjet, the Energem Board commenced a comprehensive evaluation of, and due diligence effort and undertook extensive negotiations with, Graphjet. The Energem Board hired and convened with financial advisors and legal team, relied on their own financial and capital markets background, as well as obtained a fairness opinion from Baker Tilly (Malaysia), its independent financial advisor, to determine the relative ownership of Graphjet following the Business Combination and whether the Transactions are fair to its shareholders from a financial point of view. The fairness opinion ascertained that the Transactions are “fair” based on Baker Tilly’s application of the Relative Valuation Approach method, and applying a fifty percent (50%) Start-Up Discount to Graphjet’s valuation. A relative valuation model is a business valuation method that compares a company’s value to that of its competitors or industry peers to assess the company’s financial worth. In the present case, once that worth was determined using the relative valuation approach, Baker Tilly applied the Start-up Discount of 50% to the fair market value it determined for Graphjet, to account for uncertainties related to Graphjet’s pre-revenue start-up status. Baker Tilly concluded that the fair market value of the entire equity interest in Graphjet ranges from USD $2.20 billion to $2.65 billion while the Transaction Consideration falls below Graphjet’s fair market value.

The Energem Board determined that this proposed Business Combination, which would be a negotiated exchange of Graphjet Pre-Transaction Shares in exchange for the Energem Ordinary Shares represents a significant and immediate 37.2% premium on the purchase price, assuming a USD $2.20 billion fair market value of Graphjet and an immediate 48.0% premium on the purchase price, assuming a USD $2.65 billion fair market value of Graphjet from Baker Tilley’s fairness opinion – was in the best interests of the Energem Shareholders and recommended that Energem Shareholders approve the Business Combination and adopt the Share Purchase Agreement and related Transactions and proposals. The Energem Board unanimously recommend that all Energem Shareholders entitled to vote thereon vote in favor of the adoption of the Share Purchase Agreement pursuant to which the Graphjet transaction will be effected.

Despite the foregoing, there is no assurance that Energem’s and its advisors’ due diligence and analysis revealed all material risks that may be present with regard to Graphjet, which has a short operating history. Moreover, Baker Tilly’s valuation in itself is highly dependent on, amongst others, the risk factors set forth in this proxy statement/prospectus and set forth in Section 7 of the fairness opinion, as well as the achievability of the projected revenue and financials, the materialization of the assumptions used by Baker Tilly among other factors. Accordingly, the Combined Entity’s performance and profitability may be materially adversely affected should its actual results differ in substantial part from revenue projections relied upon in the Energem Board’s due diligence as well as upon which the fairness opinion’s valuation was based in part.

Subsequent to the consummation of the Business Combination, Energem will become a holding company of Graphjet and will be dependent on distributions from Graphjet to fund operating costs.

Upon consummation of the Business Combination, the only principal asset of the Combined Entity following the Business Combination will be its interest in Graphjet, and accordingly, the Combined Entity will be a holding company and it will depend on distributions from Graphjet to pay taxes and operating expenses, as well as to pay dividends in the future, which will be dependent upon the financial results and cash flows of Graphjet. There can be no assurance that Graphjet will generate sufficient cash flow to distribute funds to the Combined Entity, or that applicable law and contractual restrictions, including negative covenants under any debt instruments, if applicable, will permit such distributions. If Graphjet does not distribute sufficient funds to the Combined Entity to pay its taxes or other liabilities, the Combined Entity may default on contractual obligations or have to borrow additional funds. In the event that the Combined Entity is required to borrow additional funds, it could adversely affect the Combined Entity’s liquidity and subject it to additional restrictions imposed by lenders.

The Sponsor and certain insiders of Energem has agreed to vote in favor of the Business Combination, regardless of how Energem Shareholders vote.

The Sponsor and certain insiders of Energem have agreed to vote their shares in favor of the Business Combination. The Sponsor and Energem officers and directors beneficially own approximately 22.9% of Energem Ordinary Shares prior to the Business Combination. Accordingly, it is more likely that the necessary shareholder approval for the Business Combination will be received than would be the case if the Sponsor and certain insiders of Energem agreed to vote their shares in accordance with the majority of the votes cast by Energem Shareholders.

Even if Energem consummates the Business Combination, there can be no assurance that the Energem Warrants will be in the money at the time they become exercisable, and they may expire worthless.

The exercise price for the Energem Warrants is $11.50 per share of Energem Class A Ordinary Shares. Even if Energem consummates the Business Combination, there can be no assurance that the Energem Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Energem Warrants may expire worthless.

If Energem is unable to complete the Business Combination with Graphjet or another business combination by November 18, 2022 (or pursuant to up to nine (9) 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), Energem will cease all operations except for the purpose of winding up, dissolving and liquidating. In such event, third-parties may bring claims against Energem and, as a result, the IPO proceeds in the Trust Account could be reduced and the per share liquidation price received by Energem Shareholders could be less than $10.00 per share.

Under the terms of the Energem M&A, Energem must complete the Business Combination or another business combination by November 18, 2022 (or pursuant to up to nine (9) 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), or Energem must: (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 100% of the issued and outstanding public shares, at a share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account deposits (which interest will be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish its Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and the Energem Board of directors, dissolve and liquidate, subject, in the case of clauses (i) and (ii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

Energem Warrants

Only after the expiration of this full time period will public security holders, including holders of the Energem Warrants, be entitled to distributions from the Trust Account if Energem Corp. is unable to complete a business combination. Accordingly, investors’ funds may be unavailable to them until after such date and to liquidate their investment, public security holders may be forced to sell their public units or Public Warrants, potentially at a loss. In addition, if Energem fails to complete an initial business combination by the prescribed time frame, there will be no redemption rights or liquidating distributions with respect to the Public Warrants, which will expire worthless.

The exercise price of the Energem Warrants is $11.50 per share, which is above the recent trading price for the underlying Energem Class A Ordinary Shares and may reduce their near-term value. To the extent such warrants are exercised, additional Energem Class A Ordinary Shares will be issued, which will result in dilution to the then existing holders of Energem Class A Ordinary Shares and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of Energem Class A Ordinary Shares.

Each of our outstanding whole warrants is exercisable commencing 30 days following the Closing of the Business Combination for one Combined Entity Ordinary Share. Therefore, as of the date of this proxy statement/prospectus, if we assume that each outstanding whole warrant is exercised and one Combined Entity Ordinary Share is issued as a result of such exercise, with payment to the Combined Entity of the exercise price of $11.50 per whole warrant for one whole share, our fully-diluted share capital would increase by a total of [______] shares, with approximately $____ million paid to us to exercise the warrants, assuming cash exercise, which could have a dilutive effect.

Moreover, the Energem Warrants are redeemable provided not less than all of the outstanding Energem Warrants are redeemed, at the option of Energem (or the Combined Entity after the Closing), at any time while they are exercisable and prior to their expiration, at the office of the warrant agent, upon notice to the holders of the Energem Warrants, at the price of $0.01 per Warrant, provided that the reported last sales price of the Energem Class A Ordinary Shares (or Combined Entity Ordinary Shares after the Closing) has been at least $18.00 per share, on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third business day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the issuance of the applicable Ordinary Shares issuable upon exercise of the Energem Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period or Energem (or the Combined Entity after the Closing) has elected to require the exercise of the Energem Warrants on a “cashless basis”. If and when the Energem Warrants become redeemable, Energem (or the Combined Entity after the Closing) may not exercise such redemption right if the issuance of the applicable Ordinary Shares upon exercise of the Energem Warrants is not exempt from registration or qualification under applicable state blue sky laws or Energem (or the Combined Entity after the Closing) is unable to effect such registration or qualification.

There will be no liquidating distributions with respect to Energem Warrants, which will expire worthless. In such event, third-parties may bring claims against Energem. Although Energem has obtained waiver agreements from certain vendors and service providers (other than its independent auditors) it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the Trust Account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims that could take priority over those of Energem’s Public Shareholders.

The Sponsor has agreed that it will be liable to Energem if and to the extent any claims by a third party for services rendered or products sold to it, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under Energem’s indemnity of the underwriters in the Energem IPO against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Energem has not asked the Sponsor to reserve for its indemnification obligations, it has not independently verified whether the Sponsor has sufficient funds to satisfy such obligations, and it believes that the Sponsor’s only assets are securities of Energem. As a result, if any such claims were successfully made against the Trust Account, the funds available for Energem’s initial business combination and redemptions could be reduced to less than $10.15 per public share. In such event, Energem may not be able to complete its initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares.

Energem’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Energem Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.15 per share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our Public Shareholders may be reduced below $10.[_] per share.

If, before distributing the proceeds in the Trust Account to our Public Shareholders, Energem files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Energem Shareholders and the per share amount that would otherwise be received by Energem Shareholders in connection with its liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our Public Shareholders, Energem files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Energem’s bankruptcy estate and subject to the claims of third-parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per share amount that would otherwise be received by Energem Shareholders in connection with Energem’s liquidation may be reduced.

If, after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our Board may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our shareholders. In addition, our Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

Changes in laws or regulations or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect Energem’s business, including its ability to negotiate and complete its initial business combination, and results of operations.

Energem is subject to laws and regulations enacted by national, regional and local governments and foreign jurisdictions. In particular, Energem is required to comply with certain SEC and other legal requirements, its business combination may be contingent on its ability to comply with certain laws and regulations and the post-Business Combination. The Combined Entity is expected to be subject to additional laws and regulations. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, including as a result of changes in economic, political, social and government policies, and those changes could have a material adverse effect on the Combined Entity’s business, including its ability to negotiate and complete its initial business combination, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on its business, including its ability to negotiate and complete its initial business combination, and results of operations.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving SPACs and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect Energem’s ability to negotiate and complete the Business Combination and may increase the costs and time related thereto as well as to the post-Business Combination Combined Entity.

Energem Shareholders may be held liable for claims by third-parties against Energem to the extent of distributions received by them.

If Energem is unable to complete the Business Combination within the required time period, Energem will cease all operations, except for the purpose of winding up, liquidating and dissolving, subject to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Energem cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, Energem Shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more), and any liability of Energem Shareholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Energem cannot assure you that third parties will not seek to recover from Energem Shareholders amounts owed to them by Energem.

If Energem is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Energem’s shareholders. Furthermore, because Energem intends to distribute the proceeds held in the Trust Account to its Public Shareholders promptly after the expiration of the time period to complete an initial business combination, this may be viewed or interpreted as giving preference to its Public Shareholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, the Board may be viewed as having breached their fiduciary duties to Energem’s creditors and/or may have acted in bad faith, and thereby exposing itself and the company to claims of punitive damages, by paying Public Shareholders from the Trust Account before addressing the claims of creditors. Energem cannot assure you that claims will not be brought against it for these reasons.

The Combined Entity may redeem the unexpired Energem Warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.

The Combined Entity has the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the Combined Entity Ordinary Shares equals or exceeds $18.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date the Combined Entity sends the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Combined Entity, the Combined Entity may exercise its redemption right even if the Combined Entity is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the issued and outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the issued and outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a Business Combination with which a substantial majority of our shareholders do not agree.

Our current amended and restated M&A does not provide a specified maximum redemption threshold, except that we will not redeem our public shares in an amount that would cause Energem’s net tangible assets to be less than $5,000,001 upon consummation of our initial business combination (such that we are not subject to the SEC’s “penny stock” rules). On September 30, 2022, the Energem Class A Ordinary Shares subject to possible redemption in the amount of $117,422,529 are presented as temporary equity, outside of the shareholders’ equity section of Energem’s balance sheet. As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of public shares before the Closing of the Business Combination or by the Combined Entity or the persons described above have been entered into with any investor. We will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other proposals (as described in this proxy statement/prospectus) at the Extraordinary General Meeting.

In the event the aggregate cash consideration we would be required to pay for all Energem Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Share Purchase Agreement exceeds the aggregate amount of cash available to us, we may not complete the Business Combination or redeem any shares, all Energem Class A Ordinary Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

Energem is dependent upon its executive officers and directors and their departure could adversely affect Energem’s ability to operate and to consummate the initial business combination; Energem’s executive officers and directors also allocate their time to other businesses, thereby causing potential conflicts of interest that could have a negative impact on Energem’s ability to complete the initial business combination.

Energem’s operations and its ability to consummate the Business Combination are dependent upon a relatively small group of individuals and, in particular, its executive officers and directors. Energem believes that its success depends on the continued service of its executive officers and directors, at least until the completion of the Business Combination. Energem does not have an employment agreement with, or key-man insurance on the life of, any of its executive officers or directors. The unexpected loss of the services of one or more of Energem’s executive officers or directors could have a detrimental effect on Energem and the ability to consummate the Business Combination.

In addition, Energem’s executive officers and directors are not required to commit any specified amount of time to its affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including monitoring the due diligence and undertaking the other actions required in order to consummate the Business Combination. Each of Energem’s executive officers is engaged in other business endeavors for which they may be entitled to substantial compensation and Energem’s directors also serve as officers and board members for other entities. If Energem’s executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to Energem’s affairs which may have a negative impact on Energem’s ability to consummate the Business Combination.

The Combined Entity’s ability to be successful following the Business Combination will depend upon the efforts of the Combined Entity’s board of directors and key personnel and the loss of such persons could negatively impact the operations and profitability of Graphjet Technology’s post-Business Combination business.

The Combined Entity’s ability to be successful following the Business Combination will be dependent upon the efforts of the Combined Entity’s board of directors and key personnel. Energem cannot assure you that Graphjet Technology’s board of directors and key personnel will be effective or successful or remain with the Combined Entity. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause the Combined Entity’s management to have to expend time and resources helping them become familiar with such requirements.

It is estimated that, pursuant to the Share Purchase Agreement, Energem’s Public Shareholders will own approximately 6.35% of the equity interests of the Combined Entity including the Sponsor (assuming no further redemptions) and Energem’s management, which includes the Private Placement Warrants and assumes a PIPE investment to own three percent of the Combined Entity, which is not certain at this juncture. Other than Swee Guan Hoo and Doris Wong Sing Ee, who are expected to serve on the board of directors of the Combined Entity, Energem’s management will not be engaged in the management of the Combined Entity’s business. Accordingly, the future performance of the Combined Entity will depend upon the quality of the post-Business Combination board of directors, management and key personnel of the Combined Entity. The Combined Entity’s post-Business Combination board of directors will serve Energem as well. The remaining members of the Energem Board will resign.

Certain of Energem’s officers and directors may negotiate employment or consulting agreements with the Combined Entity in connection with the Business Combination that may provide for compensation to be received following the Business Combination, which may cause them to have conflicts of interest in determining whether the Business Combination is advantageous.

Certain of Energem’s officers and directors may be able to remain with the Combined Entity after the completion of the Business Combination pursuant to employment or consulting agreements negotiated in connection with the Business Combination. Such negotiations could provide for such individuals to receive compensation in the form of cash payments and/or securities of the Combined Entity for services they would render to the Combined Entity after the completion of the Business Combination. The personal and financial interests of such individuals may influence their motivation in connection with the consummation of the Business Combination. However, Energem believes the ability of such individuals to remain with the Combined Entity after the completion of the Business Combination will not be the determining factor in Energem’s decisions regarding the consummation of the Business Combination. There is no certainty, however, that any of Energem’s key personnel will remain with the Combined Entity after the consummation of the Business Combination. Energem cannot assure you that any of its key personnel will remain in senior management or advisory positions with the Combined Entity.

Because Energem’s Sponsor, officers and directors will lose their entire investment in Energem if the Business Combination is not completed, and because Energem’s Sponsor, officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether Graphjet was appropriate for Energem’s initial business combination.

Energem’s Sponsor, officers and directors currently own 2,875,000 Founder Shares. In addition, the Sponsor purchased 528,075 Placement Units contemporaneous with the closing of the IPO, the Class A Ordinary Shares and the Placement Warrants underlying the Placement Units will be worthless if Energem does not complete a business combination. The Founder Shares are automatically convertible into Energem Class A Ordinary Shares at the Closing. The holders of Founder Shares and Placement Shares have agreed (A) to vote any shares owned by them in favor of any proposed business combination, (B) not to redeem any shares in connection with an Energem Shareholder vote to approve a proposed initial business combination, and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Placement Shares held by them if Energem fails to complete an initial business combination within the requisite time period.

The personal and financial interests of Energem’s officers and directors may have influenced their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. At the closing of Energem’s initial business combination, its Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Energem’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In the event the Business Combination or an alternative business combination is completed, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on Energem’s behalf. However, Energem’s Sponsor, officers and directors, or any of their respective affiliates will not be eligible for any such reimbursement if the Business Combination or an alternative business combination is not completed. Such financial interests of Energem’s Sponsor, officers and directors may have influenced their motivation in approving the Business Combination and may influence their motivation for completing the Business Combination.

Given the differential in the purchase price that our Sponsor paid for the Founder Shares as compared to the price of the Energem Units sold in the Energem IPO and the number Combined Entity Ordinary Shares that our Sponsor will receive upon Closing of the Business Combination, our Sponsor and its affiliates may earn a positive rate of return on their investment even if the Combined Entity Ordinary Shares trades below the price initially paid for the Energem Units in the Energem IPO and the Public Shareholders experience a negative rate of return following the completion of the Business Combination. Thus, our Sponsor and its affiliates may have more of an economic incentive for us to, rather than liquidate if we fail to complete our initial business combination, enter into an initial business combination on potentially less favorable terms with a potentially less favorable, riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their Founder Shares.

Since the Sponsor and Energem’s directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of Energem’s shareholders, a conflict of interest may have existed in determining whether the Business Combination with Graphjet is appropriate as Energem’s initial business combination. Such interests include that the Sponsor, as well as Energem’s executive officers and directors, will lose their entire investment in Energem if Energem’s business combination is not completed.

When you consider the recommendation of the Energem Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor, Energem’s directors, and executive officers, have interests in such proposal that are different from, or in addition to, those of Energem shareholders and Energem warrantholders generally. These interests include, among other things, the interests listed below:

See “Business Combination Proposal—Interests of Energem’s Directors and Officers in the Business Combination” for additional information on interests of Energem’s directors and executive officers.

Energem’s Shareholders and Graphjet’s shareholders may not realize a benefit from the Business Combination commensurate with the ownership dilution they will experience in connection with the Business Combination and any PIPE Investment.

If Graphjet Technology is unable to realize the full strategic and financial benefits currently anticipated from the Business Combination, Energem’s Shareholders and Graphjet’s shareholders will have experienced substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent Graphjet Technology is able to realize only part of the strategic and financial benefits currently anticipated from the Business Combination and any potential PIPE Investment.

Graphjet Technology has broad discretion in the use of the net proceeds post-Closing and may not use them effectively.

The Combined Entity cannot specify with any certainty the particular uses of the net proceeds that it will receive pursuant to the Business Combination with Energem. The Combined Entity’s management will have broad discretion in the application of the net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and the Combined Entity may spend or invest these proceeds in a way with which the Combined Entity’s shareholders disagree. The failure by its management to apply these funds effectively could harm Graphjet Technology’s business and financial condition. Pending their use, the Combined Entity may invest the net proceeds from the offering in a manner that does not produce income or that loses value.

The Combined Entity’s disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

The Combined Entity will be subject to certain reporting requirements of the Exchange Act. The Combined Entity’s disclosure controls and procedures are anticipated to be designed to reasonably assure that information required to be disclosed in reports to file or submit under the Exchange Act is accumulated and communicated to management, recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. The Combined Entity believes that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in the control system, misstatements, or insufficient disclosures due to error or fraud may occur and not be detected.

The process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through an underwritten offering and may create risks for our unaffiliated investors. You may not have the same benefits as an investor in an underwritten public offering.

Like other business combination transactions and spin-offs, in connection with the Business Combination, you will not receive the benefits of the diligence performed by the underwriters in an underwritten public offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement pursuant to which an issuer sells securities unless they are able to sustain the burden of providing that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. Auditors of the issuer also will deliver a “comfort” letter with respect to the financial information contained in the registration statement. In making their investment decision, investors in underwritten public offerings have the benefit of such diligence. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. Going public via a business combination with a SPAC does not involve any underwriters and does not generally necessitate the level of review required to establish a “due diligence” defense as would be customary on an underwritten offering. Moreover, the Sponsor, directors and officers of Energem will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public stockholders rather than liquidate.

In contrast, Energem and Graphjet have engaged a financial advisor (rather than underwriters) in connection with the Business Combination. The role of a financial advisor typically differs from that of an underwriter. For example, financial advisors do not act as intermediaries in the public sale of securities and therefore do not face the same potential liability under the U.S. securities laws as underwriters. As a result, financial advisors typically do not undertake the same level of, or any, due diligence investigation of the issuer as is typically undertaken by underwriters.

In connection with this proxy statement/prospectus, no parties other than Energem and Graphjet have conducted an investigation of the disclosure contained herein. In addition, as an unaffiliated investor, you will not be afforded the opportunity to perform your own due diligence investigation of, or otherwise obtain information on, Energem or Graphjet beyond the information that is contained in this proxy statement/prospectus (or is otherwise publicly available). You therefore may not have the benefit of the same level of review as an investor in an underwritten public offering, who has the benefit of the underwriters’ evaluation and due diligence investigation of the issuer.

In addition, going public via a business combination with a SPAC does not involve a book-building process as is the case in an underwritten public offering. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a SPAC transaction, the value of the company is established by means of negotiations between the target company, the SPAC and, in some cases, other investors who agree to purchase shares at the time of the business combination. The process of establishing the value of a company in a SPAC business combination may be less effective than the book-building process in an underwritten public offering and also does not reflect events that may have occurred between the date of the business combination agreement and the closing of the transaction. In addition, underwritten public offerings are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is no such book of demand built up in connection with a SPAC transaction and no underwriters with the responsibility of stabilizing the share price which may result in the share price being harder to sustain after the transaction.

Risks Related to the Adjournment Proposal

If the Adjournment Proposal is not approved, the Energem Board will not have the ability to adjourn the Extraordinary General Meeting to a later date.

If, at the Extraordinary General Meeting, the chairman presiding over the Extraordinary General Meeting determines that it would be in the best interests of Energem to adjourn the Extraordinary General Meeting to give Energem more time to consummate the Business Combination for whatever reason (such as if the Business Combination Proposal is not approved, or if Energem would have net tangible assets of less than $5,000,001 either immediately prior to or upon the consummation of the Transactions, or if additional time is needed to fulfil other closing conditions), the chairman presiding over the Extraordinary General Meeting will seek approval to adjourn the Extraordinary General Meeting to a later date or dates. If the Adjournment Proposal is not approved, the chairman will not have the ability to adjourn the Extraordinary General Meeting to a later date in order to solicit further votes. In such event, the Business Combination would not be completed. The Adjournment Proposal will only be presented to the holders of the issued and outstanding Energem Ordinary Shares in the event that based upon the tabulated vote at the time of the Extraordinary General Meeting there are insufficient votes for, or otherwise in connection with, the approval of the Energem M&A Proposals, the Share Issuance Proposal, the Director Appointment Proposal or the Equity Incentive Plan Proposal. Thus, discretionary authority may not be exercised to vote in favor of the Adjournment Proposal.

Risks Related to Graphjet’s Business

References in the following passage to “we,” “us,” “our,” “Graphjet,” and the “Company”, under this heading “Risks Related to Graphjet’s Business,” refer to Graphjet Technology Sdn. Bhd., a Malaysian private limited company only.

We have a very limited operating history, which may make it difficult for you to evaluate the success of our business to date and to assess our future viability.

We were formed on December 23, 2019, and our objective is to become a manufacturer of artificial graphite and graphene using a waste product, palm seed kernels. To date, we have devoted substantially all of our resources to performing research and development and enabling manufacturing activities in support of our product development efforts, hiring personnel, acquiring and developing our technology, performing business planning, establishing our intellectual property portfolio and raising capital to support and expand such activities. Our production methods utilizing palm kernel shells to produce single layer graphene and artificial graphite is a new type of product in the industry. Predicting our future revenue and appropriately budgeting for our expenses is difficult, and we have limited insight into trends that may emerge and affect our business. If actual results differ from our estimates or we adjust our estimates in future periods, our operating results and financial position could be materially and adversely affected. You should consider our prospects in light of the risks and uncertainties emerging companies encounter when introducing a new product.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern.”

As of September 30, 2022, we incurred net loss of $913,660 and total liabilities exceeded total assets by $310,524. Since the date of inception, we have not recorded any revenue. We expect to continue to incur significant costs in pursuit of constructing our first manufacturing facility, developing our intellectual property and consummating the Business Combination. These factors, among others, raise substantial doubt about its ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from our inability to consummate the Business Combination or our inability to continue as a going concern.

We face a variety of risks related to our proposed graphene/graphite manufacturing business.

We plan to develop a graphene/graphite manufacturing business that produces low-cost, high-quality, and high-margin graphene/graphite. The proposed graphene and graphite manufacturing carries a number of risks, including, without limitation:

Entry into a new line of business may also subject us to new laws and regulations with which we are not familiar, and may lead to increased litigation and regulatory risk. Further, our graphene/graphite manufacturing business model and strategy are still evolving and are continually being reviewed and revised, and we may not be able to successfully implement our business model and strategy. We may not be able to produce graphene or graphite with the characteristics needed for commercial use, and we may not be able to attract a sufficiently large number of customers. Neither the Company nor any member of its management team has directly engaged in producing graphene, graphite or similar materials before, and our lack of experience may result in delays or further complications to the new business. If we are unable to successfully implement our graphene/graphite manufacturing business, our revenue and profitability may not grow as we expect, our competitiveness may be materially and adversely affected, and our reputation and business may be harmed.

In developing our proposed graphene/graphite manufacturing business, we have and will continue to invest significant time and resources. Initial timetables for the development of our graphene/graphite manufacturing business may not be achieved. Failure to successfully manage these risks in the development and implementation of our new graphene/graphite manufacturing business could have a material adverse effect on our business, results of operations and financial condition.

The graphene and graphite industry is highly competitive. Our market share, net sales or net income could decline due to vigorous price and other competition.

Competition in the graphene and graphite industry is based primarily on market acceptance, material differentiation and quality, delivery reliability and customer service. Competition with respect to new material is, and is expected to continue to be, based primarily on price, performance and cost effectiveness, customer service and product innovation. Competition could prevent implementation of price increases, require price reductions or require increased spending on research and development, marketing and sales that could adversely affect us. In such a competitive market, changes in market conditions, including customer demand and technological development, could adversely affect our competitiveness, sales and/or profitability.

We may or may not recoup expenditures associated with our growth.

To keep pace with increasing market demand, we need to invest in expanding our production capacity. The manufacture of our graphene and graphite is capital-intensive, and equipment, once purchased, may break down or require costly maintenance or may become obsolete due to technological improvements or other factors. There can be no assurance that investments intended to increase production capacity will have the desired impact which could materially and adversely affect our operating results and financial position.

We may not respond quickly and profitably to continued innovations in the graphene and graphite industry.

We believe that technological advances in graphene and graphite manufacturing will continue to occur and new technologies will continue to develop. Advances in the manufacturing of graphene and graphite could allow our competitors to develop graphene and graphite faster or produce more efficiently or at lower cost than we can or they may have significantly greater sources in which to grow their graphene and graphite innovation more rapidly. If we are unable to adapt or incorporate technological advances into our operations, our production facilities could become less competitive. Further, it may be necessary for us to incur significant expenditures to acquire any new technologies and retrofit our current processes to remain competitive.

If we do not effectively implement our sales, marketing and service plans, our sales will not grow and our results of operations will suffer.

Our sales and marketing efforts may not achieve intended results and, therefore, may not generate the projected revenue we anticipate. As a result of our corporate strategies, we have decided to focus our resources on selected vertical markets. We may change our focus to other markets or applications in the future. There can be no assurance that our focus or our near term plans will be successful. If we are not able to address markets for graphene and graphite successfully, we may not be able to grow our business, compete effectively or achieve profitability. Although we have secured the letter of intents from our potential customers, such letters are non-binding and can be terminated as and when they want. There can also be no assurance that we will be able to secure the contracts from our potential customers or any other customers.

We are unlikely to enter into any long-term contracts with its customers. The lack of long-term contracts is mainly due to the nature of the business that graphene and graphite prices fluctuate, the prevailing customer practices where the demand for graphene and graphite is subject to the customers’ needs and business decisions, of which are difficult to secure any long- term contracts. The absence of long-term contracts may result in the fluctuation of our sales and result in uncertainties over the overall financial performance. Should our future customers cease purchasing from us, and if we are unable to replace these customers with new customers in a timely manner, our financial performance may be adversely affected. However, we believe that our customers are unlikely to switch to alternative competitors due to price and quality, that differentiate Graphjet to its competitors.

While we strive to ensure customer satisfaction by improving our graphene and graphite quality, strengthening existing business relationships and establishing relationships with new customers to expand our customer base, any adverse economic conditions or slowdowns in the demand graphene may negatively impact the sales, which will consequently result in a decline in our financial performance.

We must continuously invest in research and development and devote significant resources to commercializing new products in the graphene and graphite industry.

To remain competitive, we must continuously invest in research and development and our future growth depends on penetrating new markets, expansion in current markets, and introducing quality graphene and graphite that achieve market acceptance. Much of our technology and intellectual property portfolio is at an early stage of development, and we may not be able to continue to identify, develop, exploit, market and, in certain cases, secure regulatory approval for, innovative graphene and graphite in a timely manner or at all. Further, our graphene and graphite may not achieve market acceptance, create any additional revenue or become profitable, which could materially harm our business, prospects, financial results and liquidity. In the event that we are not able to secure the customer contracts for the sales of at least 60 tons of graphene yearly throughout 2023- through 2027, our financial performance could be materially affected.

Because we have limited capital, inherent manufacturing risks pose a significant threat to us compared with our larger competitors.

Because we have limited capital, we may be unable to withstand significant losses that can result from inherent risks associated with manufacturing graphene and graphite, including environmental hazards, industrial accidents, flooding, earthquake, interruptions due to weather conditions and other acts of nature which larger competitors could withstand. Such risks could result in damage to or destruction of our infrastructure and production facilities, as well as to adjacent properties, personal injury, environmental damage and processing and production delays, causing monetary losses and possible legal liability.

Any malfunction or system failure on the plant and machinery may interrupt the business operations, result in unavailability of its services and hinder the ability to manage the processing of graphene and graphite to meet its customers’ order and expose us to other operational inefficiencies and risk that could materially and adversely affect the business, financial condition and results of operations.

Our business could be harmed if we lose the services of our key personnel. Our business and processing programs depend upon our ability to employ the services of engineers and other experts. In operating our business and in order to continue our programs, we compete for the services of professionals and processing companies and businesses. Our ability to maintain and expand our business programs may be impaired if we are unable to continue to employ or engage those parties currently providing services and expertise to us or identify and engage other qualified personnel to do so in their place. To retain key employees, we may face increased compensation costs, including potential new equity incentive grants pursuant to the Equity Incentive Plan and there can be no assurance that the incentive measures we implement will be successful in helping us retain our key personnel.

Risks of relationships with third parties in respect of commercialization, sales and marketing of our graphene and graphite products.

Although we have resources and staff dedicated to research and development and market conditions, other factors such as management efficiencies may make it required or preferable for us to enter into collaboration arrangements with third parties for the commercialization, sales and marketing of our graphene and graphite. If we are not successful entering into appropriate collaboration arrangements or recruiting sales and marketing personnel or in building a sales and marketing infrastructure, we will have difficulty successfully commercializing our graphene and graphite, which would adversely affect our business, operating results and financial condition.

We may not be able to enter into collaboration agreements on terms acceptable to us or at all. In addition, even if we enter into such relationships, we may have limited or no control over the sales, marketing and commercialization activities of these third parties. Our future revenues may depend heavily on the success of the efforts of these third parties. If we elect to establish a sales and marketing infrastructure, we may not realize a positive return on this investment.

Our failure to protect our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly.

Although we have taken many protective measures to protect our technology with trade secrets, know-how and specialized domain expertise, including agreements, limited access, segregation of knowledge, password protections and other measures, policing unauthorized use of proprietary technology can be difficult and expensive.

Also, litigation may be necessary to enforce our intellectual property rights, protect our trade secrets, or determine the validity and scope of the proprietary rights of others. Such litigation may result in our intellectual property rights being challenged, limited in scope, or declared invalid or unenforceable. We cannot be certain that the outcome of any litigation will be in our favor, and an adverse determination in any such litigation could impair our intellectual property rights and may harm our business, prospects and reputation.

We rely primarily on know-how, specialized knowledge, domain expertise, trade secrets and non-disclosure, confidentiality and other types of contractual restrictions to establish, maintain, and enforce our intellectual property and proprietary rights. However, our rights under these laws and agreements afford us only limited protection and the actions we take to establish, maintain, and enforce our intellectual property rights may not be adequate. For example, our trade secrets and other confidential information could be disclosed in an unauthorized manner to third parties, our owned or licensed intellectual property rights could be challenged, invalidated, circumvented, infringed, or misappropriated or our intellectual property rights may not be sufficient to provide us with a competitive advantage, any of which could have a material adverse effect on our business, financial condition or operating results.

Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.

Our future success will be dependent in part on our research and development of our palm-based artificial graphene technology and the protection of our intellectual property. We have registered our technology and equipment for patents, which is pending examination, and commercialized its research and development and marketing capability to form our production enterprise. The realization of anticipated benefits and expected business arising from our proprietary intellectual property are dependent in part on the successful implementation of our business strategies.

We cannot be certain that our pending patent applications will result in issued patents. The status of patents involves complex legal and factual questions, and the breadth of claims allowed is uncertain. As a result, we cannot be certain that the patent applications that we file will result in patents being issued, or that any patents that may be issued to us in the future will afford protection against competitors with similar technology. In addition, patent applications filed in foreign countries are subject to laws, rules, and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications will be issued in other regions. Furthermore, even if these patent applications are accepted and the associated patents issued, some foreign countries provide significantly less effective patent enforcement than in the United States.

In addition, patents that may be issued to us may be infringed upon or designed around by competitors, suppliers or others which may obtain patents that we need to license or design around, either of which would increase costs and may adversely affect our business, prospects, and operating results.

We may need to defend ourselves against claims that we infringe, have misappropriated or otherwise violate the intellectual property rights of others, which may be time-consuming and would cause us to incur substantial costs.

Companies, organizations, or individuals, including our competitors, and suppliers may hold or obtain patents, trademarks, or other proprietary rights that they may in the future believe are infringed by our products or services. Although we are not currently subject to any claims related to intellectual property, these companies holding patents or other intellectual property rights allegedly relating to our technologies could, in the future, make claims or bring suits alleging infringement, misappropriation, or other violations of such rights, or otherwise asserting their rights and seeking licenses or injunctions. In specific cases indemnify our customers or suppliers against claims that the products we supply infringe, misappropriate, or otherwise violate third party intellectual property rights, and we may therefore be required to defend our customers against such claims. If a claim is successfully brought in the future and we or our products are determined to have infringed, misappropriated, or otherwise violated a third party’s intellectual property rights, we may be required to do one or more of the following:

● cease selling or using our products that incorporate the challenged intellectual property;

● pay substantial damages (including treble damages and attorneys’ fees if our infringement is determined to be willful);

● obtain a license from the holder of the intellectual property right, which license may not be available on reasonable terms or at all; or

● redesign our graphene and graphite or means of production, which may not be possible or cost-effective.

Any of the foregoing could adversely affect our business, prospects, operating results and financial condition. In addition, any litigation or claims, whether or not valid, could harm our reputation, result in substantial costs, and divert resources and management attention.

Our success will depend, among other factors, on our ability to obtain, maintain and protect our intellectual property rights.

In order to remain competitive, we must develop, maintain and protect the proprietary aspects of our brands, technologies and data. We rely on a combination of contractual provisions, confidentiality procedures and patent, copyright, trademark, trade secret and other intellectual property laws to protect the proprietary aspects of our brands, technologies and data. These legal measures afford only limited protection, and competitors or others may gain access to or use our intellectual property and proprietary information. Our success will depend, in part, on preserving our trade secrets, maintaining the security of our data and know-how and obtaining and maintaining other intellectual property rights. We may not be able to obtain or maintain intellectual property or other proprietary rights necessary to our business or in a form that provides us with a competitive advantage.

In addition, our trade secrets, data and know-how could be subject to unauthorized use, misappropriation, or disclosure to unauthorized parties, despite our efforts to enter into confidentiality agreements with our employees, consultants, clients and other vendors who have access to such information, and could otherwise become known or be independently discovered by third parties. Our intellectual property, including trademarks, could be challenged, invalidated, infringed, and circumvented by third parties, and our trademarks could also be diluted, declared generic or found to be infringing on other marks. If any of the foregoing occurs, we could be forced to re-brand our products, resulting in loss of brand recognition and requiring us to devote resources to advertising and marketing new brands, and suffer other competitive harm. Third parties may also adopt trademarks similar to ours, which could harm our brand identity and lead to market confusion. Failure to obtain and maintain intellectual property rights necessary to our business and failure to protect, monitor and control the use of our intellectual property rights could negatively impact our ability to compete and cause us to incur significant expenses. The intellectual property laws and other statutory and contractual arrangements in the United States and other jurisdictions we depend upon may not provide sufficient protection in the future to prevent the infringement, use, violation or misappropriation of our trademarks, data, technology and other intellectual property and services, and may not provide an adequate remedy if our intellectual property rights are infringed, misappropriated or otherwise violated.

We rely, in part, on our ability to obtain, maintain, expand, enforce, and defend the scope of our intellectual property portfolio or other proprietary rights, including the amount and timing of any payments we may be required to make in connection with the licensing, filing, defense and enforcement of any patents or other intellectual property rights. The process of applying for and obtaining a patent is expensive, time consuming and complex, and we may not be able to file, prosecute, maintain, enforce or license all necessary or desirable patent applications at a reasonable cost, in a timely manner, or in all jurisdictions where protection may be commercially advantageous, or we may not be able to protect our proprietary rights at all. Despite our efforts to protect our proprietary rights, unauthorized parties may be able to obtain and use information that we regard as proprietary. In addition, the issuance of a patent does not ensure that it is valid or enforceable, so even if we obtain patents, they may not be valid or enforceable against third parties.

Our patent applications may not result in issued patents and our patents may not be sufficiently broad to protect our technology. Moreover, even if we are able to obtain patent protection, such patent protection may be of insufficient scope to achieve our business objectives. Issued patents may be challenged, narrowed, invalidated or circumvented. Decisions by courts and governmental patent agencies may introduce uncertainty in the enforceability or scope of patents owned by or licensed to us. Furthermore, the issuance of a patent does not give us the right to practice the patented invention. Third parties may have blocking patents that could prevent us from marketing our own products and practicing our own technology. Alternatively, third parties may seek approval to market their own products similar to or otherwise competitive with our products. In these circumstances, we may need to defend and/or assert our patents, including by filing lawsuits alleging patent infringement. In any of these types of proceedings, a court or agency with jurisdiction may find our patents invalid, unenforceable or not infringed; competitors may then be able to market products and use manufacturing and analytical processes that are substantially similar to ours. Even if we have valid and enforceable patents, these patents still may not provide protection against competing products or processes sufficient to achieve our business objectives.

We depend on third parties for certain construction, maintenance, engineering, transportation, warehousing and logistics services.

We contract, or will contract, with third parties for certain services relating to the design, construction and maintenance of various components of our production facilities and other systems. If these third parties fail to comply with their obligations, the facilities may not operate as intended, which may result in delays in the production of our products and materially adversely affect our ability to meet our production targets and satisfy customer requirements or we may be required to recognize impairment charges. In addition, production delays could cause us to miss deliveries and breach our contracts, which could damage our relationships with our customers and subject us to claims for damages under our contracts. Any of these events could have a material adverse effect on our business, financial condition, results of operations or cash flows.

We will also rely primarily on third parties for the transportation of our products. In particular, a significant portion of our goods are transported to different countries, which requires sophisticated warehousing, logistics and other resources. If any of the third parties that we use to transport products are unable to deliver the goods in a timely manner, we may be unable to sell these products at full value or at all, which could cause us to miss deliveries and breach our contracts, which could damage our relationships with our customers and subject us to claims for damages under our contracts. Any of these events could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Our sales and results of operations could be materially and adversely impacted by risks inherent in international markets.

As we expand in international markets, customers may have difficulty or be unable to integrate our products into their existing systems or may have difficulty complying with foreign regulatory and commercial requirements. As a result, our products may require redesign. Any redesign of the product may delay sales or cause quality issues. In addition, we may be subject to a variety of other risks associated with international business, including import/export restrictions, fluctuations in currency exchange rates and economic or political instability. In addition, doing business internationally subjects us to risks relating to political or social unrest, as well as corruption and government regulation, including U.S. laws such as the Foreign Corrupt Practices Act. If any of these events occur, our businesses may be adversely affected.

Our operations are subject to hazards which could result in significant liability to us.

Our operations are subject to hazards associated with manufacturing and the related use, storage, transportation and disposal of raw materials, products and wastes. These hazards include explosions, fires, severe weather (including but not limited to hurricanes or other adverse weather that may be increasing as a result of climate change) and natural disasters, industrial accidents, mechanical failures, discharges or releases of toxic or hazardous substances or gases, transportation interruptions, human error and terrorist activities. These hazards can cause personal injury and loss of life, severe damage to or destruction of property and equipment as well as environmental damage, and may result in suspension of operations and the imposition of civil and criminal liabilities, including penalties and damage awards. While we believe our insurance policies are in accordance with customary industry practices, such insurance may not cover all risks associated with the hazards of our business and is subject to limitations, including deductibles and maximum liabilities covered. We may incur losses beyond the limits, or outside the coverage, of our insurance policies. In the future, we may not be able to obtain coverage at current levels, and our premiums may increase significantly on coverage that we maintain. Costs associated with unanticipated events in excess of our insurance coverage could have a material adverse effect on our business, competitive or financial position or our ongoing results of operations.

Complying with numerous health, safety and environmental regulations is both complex and costly.

Our business is subject to numerous health, safety, and environmental requirements in Malaysia. Such laws and regulations govern, among other matters, air emissions, wastewater discharges, solid and hazardous waste management and the use, composition, handling, distribution, and transportation of hazardous materials. Many such laws and regulations are becoming increasingly stringent (and may impose strict liability) and the cost of compliance with these requirements can be expected to increase over time. Although we believe that our operations comply with applicable regulations, any failure to comply with these laws and regulations could result in us incurring costs and /or liabilities, including as a result of regulatory enforcement, personal injury, property damage and claims and litigation resulting from such events, which could adversely affect our results of operations and financial condition.

Industrial operations can be hazardous.

Accidents involving the mishandling of heavy equipment or hazardous substances could cause severe or critical damage or injury to property and human health. Such an event could result in civil lawsuits and/or regulatory enforcement proceedings, both of which could lead to significant liabilities. Any damage to persons, equipment or property or other disruption of our business could result in significant additional costs to replace, repair and insure assets, which could negatively affect our business, prospects, operating results and financial condition.

Our business may be impacted by international instability, war, terrorism, and geopolitical events.

International political and economic instability or volatility, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, public corruption, expropriation and other economic or political uncertainties could interrupt and negatively affect the performance of our services, sale of our products or other business operations. A slowdown in economic growth in some emerging markets could result in long sales cycles, greater risk of uncollectible accounts and longer collection cycles. Fluctuations or devaluations in currency values, especially in emerging markets, could have an adverse effect on us, our suppliers, logistics providers and manufacturing vendors. Although our reporting currency is the U.S. dollar, we operate in different geographical areas and transact in a range of currencies in addition to the U.S. dollar, such as Malaysian Ringgit. As a result, movements in exchange rates may cause our revenue and expenses to fluctuate, impacting our profitability, financial position and cash flows. All of these factors could result in increased costs or decreased revenues, and could materially and adversely affect our product sales, financial condition and results of operations.

Our projections are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding the demand for our products. As a result, our projected revenues, market share, expenses and profitability may differ materially from our expectations in any given quarter or fiscal year.

To date, we have not had any sales of our products, but have four letters of intent with potential customers and on August 1, 2022, we executed ours first supply agreement with Toyoda Trike Inc. This supply agreement provides that we will supply graphite and graphene amounting to $30 million annually to Toyoda Trike for their carbon neutral mobility product. The order expected to be realized after the final terms have been agreed upon which is expected to occur by end of December 2022 or sooner with the delivery of materials within six months after the confirmation. Thus, we are expected to be the key supplier of raw materials for Toyoda’s carbon neutral mobility products as its first customer contract. However, there remains uncertainty as to the timing of delivery of this product and the acquisition of additional contracts and customers.

We operate in a rapidly changing and competitive industry and our projections are subject to the risks and assumptions made by management with respect to our industry. Further, the synthetic graphene industry is a dynamic industry, characterized by rapid changes in technology, frequent introduction of new and more advanced solutions as well as evolving industry standards. Market demand advances at a rapid pace and industry standards constantly evolve. We are subject to the risks of inability to incorporate leading technologies and respond to technological advances and emerging industry standards and practices on a timely and cost-effective basis; and inability to maintain, upgrade and develop our systems and infrastructure to cater to rapidly expanding operations.

Operating results are difficult to forecast as they generally depend on our assessment of the timing of orders and delivery of product. Additionally, our business may be affected by reductions in demand for product and the price of competitors product as a result of a number of factors which may be difficult to predict. Similarly, our assumptions and expectations with respect to margins and the pricing of our graphene and graphite product may not prove to be accurate since we do not have any operating history. This may result in decreased revenue, and we may be unable to adopt measures in a timely manner to compensate for any unexpected shortfall in revenue. This inability could cause our operating results in a given quarter or year to be higher or lower than expected. If actual results differ from our estimates, analysts or investors may negatively react and our share price could be materially adversely affected.

Our future success depends in part on our ability to increase our production capacity and we may not be able to do so in a cost-effective manner.

Upon the Closing of the Business Combination, we intend to begin construction on a manufacturing plant. Our ability to plan, construct and equip the manufacturing plant, and any future additional manufacturing plants, is subject to significant risks and uncertainties, including the following:

● The expansion or construction of any manufacturing facilities will be subject to the risks inherent in the development and construction of new facilities, including risks of delays and cost overruns as a result of factors outside our control, such as delays in government approvals, burdensome permitting conditions, and delays in the delivery of manufacturing equipment and subsystems that we manufacture or obtain from suppliers.

● Adding manufacturing capacity in any international location will subject us to new laws and regulations including those pertaining to labor and employment, environmental and export import. In addition, it brings with it the risk of managing larger scale foreign operations.

● We may be unable to achieve the production throughput necessary to achieve our target annualized production run rate at our current and future manufacturing facilities.

● Manufacturing equipment may take longer and cost more to engineer and build than expected, and may not operate as required to meet our production plans.

● We may depend on third-party relationships in the development and operation of additional production capacity, which may subject us to the risk that such third parties do not fulfill their obligations to us under our arrangements with them.

● We may be unable to attract or retain qualified personnel.

● Natural disaster events, such as earthquakes, tsunamis, floods, monsoon seasons, severe weather conditions, and landslides, which could have an adverse effect on the progress of the construction of the manufacturing plant.

● We use external freight shipping and transportation services to transport and deliver materials and equipment for our manufacturing plant. Adverse fluctuations in freight costs, limitations on shipping and receiving capacity, and other disruptions in the transportation and shipping infrastructure at important shipping and delivery points could materially adversely affect the progress of the manufacturing plant.

● Our equipment for the production will be imported from China to Malaysia, in which this will be subjected to the legislations, regulations and/or policy regarding importation, exportation and customs in Malaysia and China.

● Labor shortage or work stoppages would also affect the progress, as such, we will source available workforce locally and/or from the surrounding community.

● Delays in construction of our manufacturing plant.

● We are subject to laws, regulations and standards, related to building and operation of the manufacturing plant, including product safety, health and safety and environmental matters. We may also face unexpected delays in obtaining permits and approvals required under relevant laws in connection with the construction and operation of the manufacturing plant.

If we are unable to expand our manufacturing facilities, we may be unable to further scale our business. If the demand for our product or our production output decreases or does not rise as expected, we may not be able to spread a significant amount of our fixed costs over the production volume, thereby increasing our per unit fixed cost, which would have a negative impact on our financial condition and results of operations.

If we fail to manage our growth effectively, our business and operating results may suffer.

Our current growth and future growth plans may make it difficult for us to efficiently operate our business, challenging us to effectively manage our capital expenditures and control our costs while we expand our operations to increase our revenue. If we experience significant growth in orders, without improvements in automation and efficiency, we may need additional manufacturing capacity and we and some of our suppliers may need additional and capital intensive equipment. Any growth in manufacturing must include a scaling of quality control as the increase in production increases the possible impact of manufacturing defects. In addition, any growth in the volume of sales of our products may outpace our ability to engage sufficient and experienced personnel to manage the higher number of installations and to engage contractors to complete installations on a timely basis and in accordance with our expectations and standards. Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results and financial condition. Our future operating results depend to a large extent on our ability to manage this expansion and growth successfully.

If we are unable to attract and retain key employees and hire qualified management, technical, engineering, and sales personnel, our ability to compete and successfully grow our business could be harmed.

We believe that our success and our ability to reach our strategic objectives are highly dependent on the contributions of our key management, technical, engineering and sales personnel. The performance of the business operation, implementation of on-going projects and successful execution on the business strategy will depend on the expertise, experience, and contribution of the management team, namely Mr. Lim Hooi Beng, Mr. Aw Jeen Rong and Mr. Aiden Lee. The loss of the services of any of our key executives or employees could disrupt our operations, delay the development and introduction of our products and services, and negatively impact our business, prospects and operating results. We cannot assure you that we will be able to successfully attract and retain senior leadership necessary to grow our business. Furthermore, there is increasing competition for talented individuals in our field. We cannot assure that we will be able to afford the compensation packages customary in our filed, which may lead to inability to attract and retain leadership and talent. Our failure to attract and retain our executive officers and other key technology, sales, marketing and support personnel, could adversely impact our business, prospects, financial condition, and operating results. In addition, we do not have “key person” life insurance policies covering any of our officers or other key employees.

Future litigation or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations.

We may be involved in legal proceedings, administrative proceedings, claims and other litigation that arise in the ordinary course of business. In addition, since our products are a new type of graphene and graphite product, we may in the future need to seek the amendment of existing regulations or, in some cases, the creation of new regulations, in order to operate our business in some jurisdictions. Such regulatory processes may require public hearings concerning our business, which could expose us to subsequent litigation.

Unfavorable outcomes or developments relating to proceedings to which we are a party or transactions involving our products, such as judgments for monetary damages, injunctions, or denial or revocation of permits, could have a material adverse effect on our business, financial condition, and results of operations. In addition, settlement of claims could adversely affect our financial condition and results of operations.

Cyber-attacks or other failures in our telecommunications or information technology systems, or those of our collaborators, third-party logistics providers, distributors or other contractors or consultants, could result in information theft, data corruption and significant disruption of our business operations.

We, our programs, our collaborators, third-party logistics providers, distributors and other contractors and consultants utilize information technology, or IT, systems and networks to process, transmit and store electronic information, including but not limited to intellectual property, proprietary business information and personal information, in connection with our business activities. Our internal IT systems and those of current and future third parties on which we rely may fail and are vulnerable to breakdown, breach, interruption or damage from cyber incidents, employee error or malfeasance, theft or misuse, sophisticated nation-state and nation-state-supported actors, unauthorized access, natural disasters, terrorism, war, telecommunication and electrical failures or other compromises. As use of digital technologies has increased, cyber incidents, including third parties gaining access to employee accounts using stolen or inferred credentials, computer malware, viruses, spamming, phishing attacks, denial-of-service attacks or other means, and deliberate attacks and attempts to gain unauthorized access to computer systems and networks, have increased in frequency, intensity, and sophistication. These threats pose a risk to the security of our, our programs’, our collaborators’, third-party logistics providers’, distributors’ and other contractors’ and consultants’ systems and networks, and the confidentiality, availability and integrity of our data. There can be no assurance that we will be successful in preventing cyber-attacks or successfully mitigating their effects. We may not be able to anticipate all types of security threats, and we may not be able to implement preventive measures effective against all such security threats. The techniques used by cyber criminals change frequently, may not be recognized until launched, and can originate from a wide variety of sources, including outside groups such as external service providers, organized crime affiliates, terrorist organizations or hostile foreign governments or agencies. Similarly, there can be no assurance that our collaborators, third-party logistics providers, distributors and other contractors and consultants will be successful in protecting our clinical and other data that is stored on their systems. Any loss of clinical trial data from our completed or ongoing clinical trials for any of our product candidates could result in delays in our development and regulatory approval efforts and significantly increase our costs to recover or reproduce the data. Although to our knowledge we have not experienced any such material system failure or material security breach to date, if such an event were to occur and cause interruptions in our operations, it could result in a material disruption of development programs and business operations.

Any cyber-attack that leads to unauthorized access, use, or disclosure of personal information, data breach or destruction or loss of data could result in a violation of applicable U.S. and international privacy, data protection and other laws and regulations, subject us to litigation and governmental investigations, proceedings and regulatory actions by federal, state and local regulatory entities in the United States and by international regulatory entities, resulting in exposure to material civil and/or criminal liability, cause us to breach our contractual obligations, which could result in significant legal and financial exposure and reputational damages. As cyber threats continue to evolve, we may be required to incur significant additional expenses in order to implement further data protection measures or to remediate any information security vulnerability. Further, our general liability insurance and corporate risk program may not cover all potential claims to which we are exposed and may not be adequate to indemnify us for all liability that maybe imposed, which could have a material adverse effect on our business and prospects. There can be no assurance that the limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages as a result of the events referenced above.

We are dependent on the Palm Oil Industry for Availability of Raw Material

In the course of preparing our revenue projections, Graphjet management assumed a selling price of graphene of USD $15 per gram and RM20,000 for 1 ton of graphite. Any fluctuation of the selling price could materially, either positively or negatively, affect our business and financial condition. The processing of graphene is contingent on the availability of raw material such as palm kernel shell, which is a natural commodity that is exposed to price volatility as a result of market demand and supply conditions. As such, we are exposed to the price volatility of raw material. We are also dependent on the palm oil industry to source the raw material such as the palm kernels for our products to ensure successful business operations and financial performance. A slowdown in the palm oil industry due to, among others, a fall in the global market prices of crude palm oil and crude palm kernel oil, a decline in demand for palm oil and palm oil product due to among others, trade barriers and restrictions, actions by pressure groups and changing customer preference, adverse changes in the countries where palm oil plantations are located, natural disasters, changes to climatic conditions that adversely affect oil palm cultivation and crop production or other factors that may affect oil palm cultivation, crop production and demand for palm oil and its derivatives and product would have a material adverse effect on our business operations and financial performance if we are not be able to source for sufficient raw material elsewhere.

Our business, financial condition and results of operations may be materially adversely affected by risks associated with our international operations.

An important part of targeting international markets is increasing our brand awareness and establishing relationships with customers internationally. However, there are certain risks inherent in doing business in international market, which is heavily regulated in many jurisdictions. These risks include:

Our overall success and ability to continue to expand our business depends, in part, on our ability to anticipate and effectively manage these risks and there can be no assurance that we will be able to do so without incurring unexpected or increased costs. If we are not able to manage the risks related to our international operations, our business, financial condition and results of operations may be materially adversely affected. In certain regions, the degree of these risks may be higher due to more volatile economic, political or social conditions, less developed and predictable legal and regulatory regimes and increased potential for various types of adverse governmental action. Our ability to continue to expand our business and to attract talented employees, customers and members in various international markets will require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business. Entering new international markets is expensive, our ability to successfully gain market acceptance or establish a robust customer base in any particular market is uncertain. Further, the potential distraction this could cause our senior management team could lead to other areas of our operations being neglected and harm our business, financial condition and results of operations.

We may make investments into or acquire other companies or technologies, which could divert our management’s attention, result in dilution to our shareholders, and otherwise disrupt our operations, and we may have difficulty integrating any such acquisitions successfully or realizing the anticipated benefits therefrom, any of which could have an adverse effect on our business, financial condition and results of operations.

The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated. In addition, we have limited experience in acquiring other businesses and may have difficulty integrating acquired businesses or assets, or otherwise realizing any of the anticipated benefits of acquisitions. If we acquire additional businesses, we may not be able to integrate the acquired operations and technologies successfully, or effectively manage the combined business following the acquisition. Integration may prove to be difficult due to the necessity of integrating personnel with disparate business backgrounds, different geographical locations and who may be accustomed to different corporate cultures.

We also may not achieve the anticipated benefits from any acquired business due to a number of factors, including: