Energem Corp (“Energem”) (Nasdaq: ENCP, ENCPW), a special purpose
acquisition company, and Graphjet Technology Sdn. Bhd., a Malaysian
private limited company and owner of the world’s
first patent-pending technology to recycle palm kernel shells
generated in the production of palm seed oil to produce single
layer graphene and artificial graphite (“Graphjet”) today announced
the submission of a confidential draft Registration Statement on
Form F-4 to the U.S. Securities and Exchange Commission (the “SEC”)
with respect to their previously announced proposed business
combination.
The proposed business combination, which has
been approved by the boards of directors of Energem and Graphjet,
is expected to be completed in early 2023, subject to, among other
things, the approval by Energem’s shareholder, satisfaction of the
conditions stated in the definitive agreement and other customary
closing conditions, including a registration statement being
declared effective by the SEC and approval by The Nasdaq Stock
Market to list the securities of the combined entity.
Upon the closing of the business combination
between Energem and Graphjet, Energem expects to be renamed
Graphjet Technology and, as a publicly listed holding company, with
Graphjet as its wholly-owned subsidiary, be listed on the Nasdaq
Global Market under the ticker symbol “GTI.”
About Graphjet Technology Sdn.
Bhd.
Graphjet Technology Sdn. Bhd. was founded in
2019 in Malaysia as an innovative and ESG-friendly graphene and
graphite producer. Graphjet Technology has the world’s first
patent-pending technology to recycle palm kernel shells generated
in the production of palm seed oil to produce single layer graphene
and artificial graphite at far lower cost than traditional
carbon-intensive approaches.
Graphene is presently one of the highest-profile
materials in the world, also known as "black gold" and the "king of
new materials." Graphene’s high electric and thermal conductivity,
hardness greater than that of a diamond and ultralight weight makes
it critical to a number of innovative industries, including
electric vehicle batteries, semiconductors, composite materials and
biomedical applications. Graphjet’s sustainable production methods
utilizing palm kernel shells, a common agricultural waste product
in Malaysia, will create a new paradigm and sustainable global
supply chain to support graphite and graphene demand.
About Energem Corp.
Energem Corp. is a blank check company formed
for the purposes of effecting a merger, capital share exchange,
asset acquisition, share purchase, reorganization, or similar
business combination with one or more energy and/or sustainable
natural resource companies. In November 2021, Energem consummated a
$115 million initial public offering of 11.5 million units
(reflecting the underwriters’ full exercise of their over-allotment
option), each unit consists of one Class A ordinary share and one
redeemable warrant, each warrant entitles the holder to purchase
one Class A ordinary share at a price of $11.50 per share. ARC
Group Limited acted as sole financial advisor and EF Hutton,
division of Benchmark Investments LLC, served as the sole
book-running manager of Energem’s initial public offering.
Additional Information and Where to Find
It
For additional information on the proposed
transaction, see Energem’s Current Report on Form 8-K, filed with
the SEC on August 2, 2022. In connection with the proposed
transaction, Energem intends to file relevant materials with the
SEC, including a registration statement on Form F-4 with the SEC,
which will include a proxy statement/prospectus, and will file
other documents regarding the proposed transaction with the SEC.
Energem’s shareholders and other interested persons are advised to
read, when available, the preliminary proxy statement/prospectus
and the amendments thereto and the definitive proxy statement and
documents incorporated by reference therein filed in connection
with the proposed business combination, as these materials will
contain important information about Graphjet and Energem and the
proposed business combination. Promptly after the Form F-4 is
declared effective by the SEC, Energem will mail the definitive
proxy statement/prospectus and a proxy card to each shareholder
entitled to vote at the meeting relating to the approval of the
business combination and other proposals set forth in the proxy
statement/prospectus. Before making any voting or investment
decision, investors and shareholders of Energem are urged to
carefully read the entire registration statement and proxy
statement/prospectus, when they become available, and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important
information about the proposed transaction. The documents filed by
Energem with the SEC may be obtained free of charge at the SEC’s
website at www.sec.gov, or by directing a request to Energem Corp.,
Level 3, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South,
Wilayah Persekutuan, Kuala Lumpur, Malaysia.
Participants in the
Solicitation
Energem Corp. and certain of its directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitation of proxies from Energem’s shareholders in connection
with the proposed transaction. A list of the names of those
directors and executive officers and a description of their
interests in Energem will be included in the proxy
statement/prospectus for the proposed business combination when
available at www.sec.gov. Information about Energem’s directors and
executive officers and their ownership of Energem ordinary shares
is set forth in Energem’s final prospectus dated November 15, 2021
and filed with the SEC on November 17, 2021, as modified or
supplemented by any Form 3 or Form 4 filed with the SEC since the
date of such filing. Other information regarding the interests of
the participants in the proxy solicitation will be included in the
proxy statement/prospectus pertaining to the proposed business
combination when it becomes available. These documents can be
obtained free of charge from the source indicated above.
Graphjet Technology Sdn. Bhd. and its directors
and executive officers may also be deemed to be participants in the
solicitation of proxies from the shareholders of Energem in
connection with the proposed business combination. A list of the
names of such directors and executive officers and information
regarding their interests in the proposed business combination will
be included in the proxy statement/prospectus for the proposed
business combination.
Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests is included in the proxy
statement/prospectus filed with the SEC on Form F-4. Shareholders,
potential investors and other interested persons should read the
proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions. You may obtain
free copies of these documents from the sources indicated
above.
Cautionary Statement Regarding
Forward-Looking Statements
Certain statements contained in this press
release constitute “forward-looking statements” within the meaning
of federal securities laws. Forward-looking statements may include,
but are not limited to, statements with respect to (i) trends in
the graphite and graphene raw materials industry, including changes
in demand and supply related to Graphjet’s products and services;
(ii) Graphjet’s growth prospects and Graphjet’s market size; (iii)
Graphjet projected financial and operational performance including
relative to its competitors; (iv) new product and service offerings
Graphjet may introduce in the future; (v) the potential
transaction, including the implied enterprise value, the expected
post-closing ownership structure and the likelihood and ability of
the parties to consummate the potential transaction successfully;
(vi) the risk the proposed business combination may not be
completed in a timely manner or at all, which may adversely affect
the price of Energem’s securities; (vii) the failure to satisfy the
conditions to the consummation of the proposed business
combination, including the approval of the proposed business
combination by the shareholders of Energem Corp.; (viii) the effect
of the announcement or pendency of the proposed business
combination on Energem’s or Graphjet’s business relationships,
performance and business generally; (ix) the outcome of any legal
proceedings that be instituted against Energem or Graphjet related
to the proposed business combination or any agreement related
thereto; (x) the ability to maintain the listing of Energem on
Nasdaq; (xi) the price of Energem’s securities, including
volatility resulting from changes in the competitive and regulated
industry in which Graphjet operates, variations in performance
across competitors, changes in laws and regulations affecting
Graphjet’s business and changes in the combined capital structure;
(xii) the ability to implement business pans, forecasts, and other
expectations after the completion of the proposed business
combination and identify and realize additional opportunities; and
(xiii) other statements regarding Energem’s or Graphjet’s
expectations, hopes, beliefs, intentions and strategies regarding
the future.
In addition, any statements that refer to
projections forecasts or other characterizations of future events
or circumstances, including any underlying assumptions are
forward-looking statements. he words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “outlook,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would,” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject, are subject to risks and
uncertainties.
You should carefully consider the risks and
uncertainties described in the “Risk Factors” section of Energem
Corp. final prospectus dated November 15, 2021 and filed with the
SEC on November 17, 2021 for its initial public offering, Energem’s
Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 filed on March 31, 2022 and its Form 10-Qs
for quarter ended March 31, 2022 filed on May 13, 2022 and June 30,
2022 filed on August 15, 2022 and, the proxy statement/prospectus
relating to the transaction, which is expected to be filed by
Energem Corp with the SEC, other documents filed by Energem Corp
from time to time with SEC, and any risk factors made available to
you in connection with Energem Corp., Graphjet, and the
transaction.
These forward-looking statements involve a
number of risks and uncertainties (some of which are beyond the
control of Graphjet and Energem Corp.) and other assumptions, that
may cause the actual results or performance to be materially
different from those expressed or implied by these forward-looking
statements. Energem and Graphjet caution that the foregoing list of
factors is not exclusive.
No Offer or Solicitation
This press release relates to a proposed
business combination between Energem Corp. and Graphjet Technology
Sdn. Bhd., and does not constitute a proxy statement or
solicitation of a proxy and does not constitute an offer to sell or
a solicitation of an offer to buy the securities of Energem Corp.
or Graphjet, nor shall there be any sale of any such securities in
any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction.
Contacts
For Energem
Corp.
Level 3, Tower 11, Avenue 5, No. 8,Jalan Kerinchi, Bangsar
SouthWilayah Persekutuan, Kuala Lumpur, MalaysiaAttn: Mr. Swee Guan
HooChief Executive OfficerTel: + (60) 3270 47622
For Graphjet
Technology Sdn. Bhd.
Darrow Associates Investor RelationsMatt KrepsT:
214-597-8200mkreps@darrowir.com
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