Energem Corp. (“Energem”) (Nasdaq: ENCP, ENCPW), a special purpose
acquisition company, today announced that it has entered into a
definitive $200 million Standby Equity Purchase Agreement (“SEPA”)
with YA II PN, Ltd., a Cayman Islands exempt limited partnership
managed by Yorkville Advisors Global, LP (the “Investor”), and
Graphjet Technology Sdn. Bhd., a Malaysian private limited company
and pioneering leader in the production of innovative, green, and
low-cost graphene, graphite and graphene-based materials
(“Graphjet”).
As previously announced, Energem and Graphjet
entered into a definitive share purchase agreement that will result
in Graphjet becoming a wholly-owned subsidiary of Energem, and
Energem to be renamed Graphjet Technology and is expected to be
listed on the Nasdaq Global Market under the ticker symbol “GTI”
(the “Business Combination”). Completion of the announced Business
Combination remains subject to clearance by the Securities and
Exchange Commission of Energem’s Form S-4 and approval by
shareholders of both Energem and Graphjet.
Under the terms of the SEPA, and subject to the
Closing of the Business Combination, Graphjet Technology will have
the right, but not the obligation, in its sole discretion, to issue
and sell to the Investor up to $200 million in Graphjet
Technology’s ordinary shares, based on its funding requirement at
any time during the 36 months and the effectiveness of a
registration statement with the Securities and Exchange Commission
registering Graphjet Technology’s ordinary shares issuable pursuant
to the SEPA and other terms and customary conditions set forth in
the SEPA.
Mr. Swee Guan Hoo, CEO of Energem, commented,
“We are pleased to announce this equity investment with Yorkville
Advisor Global. This investment is a result of the hard work of our
respective teams over the past several months. We thank Yorkville
for its support and commitment to Graphjet Technology. Today, we
are taking another important step in our venture, positioning
Graphjet Technology to meet the demands of its customers, drive
growth and secure its path for the future.”
Lee Ping Wei, CEO of Graphjet added, “The access
to up to $200 million of equity investment under the SEPA
is a significant step towards accelerating growth and constructing
a state-of-the-art manufacturing facility in the face of persistent
demand for graphite, which is the largest component of
the lithium-ion battery with about half of a lithium-ion
battery comprised of graphite. Graphite is the key raw material in
the battery anode with almost all EV battery anodes comprising 100%
graphite. As such, graphene based anode battery materials are
critical and important in the world of EVs.”
Rimon P.C. represented Energem on the SEPA and
Nelson Mullins Riley & Scarborough LLP acted as legal counsel
to Graphjet.
About Graphjet Technology Sdn.
Bhd.
Graphjet Technology Sdn. Bhd. was founded in
2019 in Malaysia as an innovative graphene and graphite producer.
Graphjet Technology has the world’s first patented technology to
recycle palm kernel shells generated in the production of palm seed
oil to produce single layer graphene and artificial graphite.
Graphjet’s sustainable production methods utilizing palm kernel
shells, a waste agricultural product that is common in Malaysia,
will set a new shift in Graphite and Graphene supply chain of the
world.
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.
Important Information About the Proposed Business
Combination and Where to Find It
Energem has filed 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
This press release may include, and oral
statements made from time to time by representatives of Energem may
include, “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. Statements
regarding possible business combinations and the financing thereof,
and related matters, as well as all other statements other than
statements of historical fact included in this press release are
forward-looking statements. When used in this press release, words
such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar
expressions, as they relate to us or our management team, identify
forward-looking statements. Such forward-looking statements are
based on the beliefs of management, as well as assumptions made by,
and information currently available to, Energem’s management.
Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors
detailed in Energem’s filings with the Securities and Exchange
Commission (“SEC”). All subsequent written or oral forward-looking
statements attributable to us or persons acting on our behalf are
qualified in their entirety by this paragraph. Forward-looking
statements are subject to numerous conditions, many of which are
beyond the control of Energem, including those set forth in the
Risk Factors section of Energem’s registration statement and
prospectus for Energem’s initial public offering filed with the
SEC, Energem’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, Energem’s Quarterly Reports on Form 10-Q and
other filings with the SEC. Energem undertakes no obligation to
update these statements for revisions or changes after the date of
this release, except as required by law.
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.
ContactsEnergem 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
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