GRAPHJET TECHNOLOGY — Regulatory Filings 2023

Sep 26, 2023

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September 26, 2023

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street,

Washington DC 20549

Attention:
Melissa
Gilmore
Jennifer
Angelini
Asia
Timmons-Pierce

Re:
Amendment
No. 7 to Registration Statement on Form S-4
Filed
June 30, 2023
File
No. 333-268716

Dear Ladies and Gentlemen,

On behalf of our client, Energem Corp. (the “Company” or “Energem”), we hereby provide a response to the comments issued in a letter by the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) dated July 6, 2023 (the “Letter”), with respect to the Company’s Registration Statement on Form S-4 (the “Registration Statement”). Contemporaneously, we are filing Amendment No. 8 to the Registration Statement (the “Amendment”) via EDGAR.

In order to facilitate the review by the Staff of the Amendment, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Form S-4/A filed June 30, 2023

What is the “PIPE Investment”?, page 12

1. Please update here and elsewhere to reflect the current status of your PIPE Investment.

Response : The Company respectfully acknowledges the Staff’s comment and advises in response that the Company updated all references to a PIPE Investment in the Amendment to reflect the fact that the Company and Graphjet entered into a binding term sheet for a $10 million PIPE Investment on September 16, 2023.

Unaudited Pro Forma Condensed Combined Financial Information, page 169

2. We note your updated disclosures in response to prior comment 1. Please address the following and revise as necessary:

| ● | Refer
to the statement on page 169 that “the combined entity expects to have no less than
approximately $5.5 million of cash at or after closing of the Business Combination.”
Revise to disclose the specific redemption level assumed for the cash balance projection
or remove this sentence. |
| --- | --- |
| ● | Refer
to Adjustment B on page 170. Tell us how you concluded it is appropriate to make the payment
of $4.0 million of deferred underwriters fees from the trust account. In this regard, we
note from your disclosure on page 24 of the Form S-1 filed on November 9, 2021 that the per-share
amount you will distribute to investors will not be reduced by the deferred underwriting
commissions you will pay to the underwriters. |
| ● | Refer
to Adjustment K on page 170, and explain how it is appropriate to record Payables to Public
Shareholders under Maximum Redemption of $4.5 million. |
| ● | In
this regard, tell us how your presentation and accounting treatment is consistent with the
redemption rights of your public shareholders in connection with the business combination. |

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Response : The Company respectfully acknowledges the Staff’s comment and advises in response that it has addressed each bulletpoint in this comment as follows:

| ● | With
regard to the Staff’s first bulletpoint, the Company removed the sentence on page 169. |
| --- | --- |
| ● | Regarding
the propriety of paying the deferred underwriters fees from the trust account, in view of
the language in the Company’s Form S-1 that provides, |

“The amount in the trust account is initially anticipated to be $10.15 per public share, however, there is no guarantee that investors will receive $10.15 per share upon redemption. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by deferred underwriting commissions we will pay to the underwriters ,” (the “Referenced Language)

… we respectfully submit that the Referenced Language in the Form S-1 does not contradict with the Registration Statement language providing for the payment of the deferred underwriters fees from the trust account. The Referenced Language does not prohibit the payment of deferred underwriting commissions. Instead, the Referenced Language declares that the amount available in the trust account to honor redemptions will not be first reduced for the payment of deferred underwriting commissions. Thus, we respectfully submit further that we believe the Referenced Language is clear that once redemptions, if any, are honored in connection with the special meeting to vote for the business combination, any amounts remaining in the trust account are available to fund expenses include the deferred underwriting commission.

| ● | Regarding
how it is appropriate to record Payables to Public Shareholders under Maximum Redemption
of $4.5 million, the Amendment is corrected to reflect that there are no payables to public
shareholders. |
| --- | --- |
| ● | Regarding
how our presentation and accounting treatment is consistent with the redemption rights of
our public shareholders in connection with the business combination, as corrected reflect
that there are no payables to public shareholders and pursuant to our clarification that
the payment of the deferred underwriters fees from the trust account would occur only after
any and all redemptions are honored properly from the trust account. |

General

3. We note your disclosures regarding your SEPA. Please revise your disclosure to address the following items:

| ● | Please
revise to disclose the total potential dilutive impact of the SEPA at each of the redemption
levels detailed in your sensitivity analysis. |
| --- | --- |
| ● | Please
revise the Background of the Business Combination to include a discussion of negotiations
relating to the SEPA. |
| ● | We
note your disclosure on page 169 that you expect to issue and sell Combined Entity Class
Ordinary shares in the aggregate gross purchase price of approximately $7 million under the
executed SEPA after Closing to pay certain expenses. Please clarify, if true, that the referenced
anticipated $7 million is part of the $200 million financing. Please update your disclosure
on page 35 and elsewhere. |
| ● | Please
revise your Questions and Answers about the Business Combination section to include a discussion
of the SEPA financing. |
| ● | Please
revise your risk factor on page 52 to include a risk factor indicating that the SEPA shares
issued at a discount could result in negative pressure on your stock price following the
Business Combination. |

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Response : The Company respectfully acknowledges the Staff’s comment and advises in response that it was a condition of the binding $10 million PIPE Investment that the Company and Graphjet terminate the SEPA. The SEPA was terminated on September 21, 2023. In view of the termination of the SEPA, in the Amendment, the Company has addressed each bulletpoint raised by the Staff, as follows:

| ● | The
Amendment reflects the disclosure of the total potential dilutive impact of the PIPE Investment
in a private placement to acquire Energem Ordinary Shares before the closing of the business
combination that convert to 1,000,000 Combined Entity Ordinary Shares at the closing at each
of the redemption levels detailed in our sensitivity analysis. |
| --- | --- |
| ● | We
included a discussion of negotiations relating to the PIPE on page __. |
| ● | The
Amendment removes references to the anticipated $7 million sought after Closing of the Business
Combination in connection with the SEPA and references the $10 million PIPE Investment only. |
| ● | We
revised the Q&As to include a discussion of the PIPE Investment on page [13]. |
| ● | The
Company added a risk factor on page [53] of the Amendment that addresses the issuance of
the Energem Ordinary Shares before the closing of the business combination that convert to
1,000,000 Combined Entity Ordinary Shares at the closing at a $10.00 price which may be at
a discount and could result in negative pressure on our stock price after the closing of
the Business Combination. |

---

If you have any additional questions regarding any of our responses or the Amendment to the Registration Statement, please do not hesitate to contact Debbie Klis, Esq. on (202) 935-3390.

| Kindest
regards, |
| --- |
| /s/
Rimon P.C. |
| Rimon
P.C. |

cc: Swee Guan Hoo, Chief Executive Officer

Energem Corp.

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