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United States securities and exchange commission logo
December 23, 2022
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
Re:Energem Corp.
Registration Statement on Form F-4
Filed December 7, 2022
File No. 333-268716
Dear Swee Guan Hoo:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4 filed December 7, 2022
Questions and Answers about the Business Combination and the Extraordinary General Meeting
What interests do the Sponsor and the current officers and directors of Energem have . . . , page
15
1.We note your response to prior comment 7. However, disclosure regarding amounts
payable under the promissory note and administrative support agreement does not appear
in response to our comment.  Please revise your disclosure.
What shareholder vote thresholds are required..., page 19
2.We note your response to prior comment 8. Your disclosure here and on page 16 is
inconsistent. For example, you state that [u]nless the Business Combination Proposal, the

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Share Issuance Proposal and the Equity Incentive Plan Proposal are approved, then the
Energem M&A Proposals (along with the Share Issuance Proposal, the Equity Incentive
Plan Proposal, and the Director Appointment Proposal) will not be presented to the
Energem Shareholders at the Extraordinary General Meeting." Please revise.
Summary of the Proxy Statement/Prospectus, page 22
3.We note your response to prior comment 16.  Please further revise the following
disclosure on page 26 to clearly distinguish between the opinions of Baker Tilly and the
recommendation of Energem's Board:  "In view of the negotiated exchange of Graphjet
Pre-Transaction Shares for the Energem Ordinary Shares to comprise the Transaction
Consideration, Energem Shareholders would benefit from 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."
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 39
4.As we previously requested, please provide summary pro forma financial statements
including a balance sheet as of the date of your latest balance sheet and income statements
for the latest fiscal year and interim period or alternatively remove this section.
Basis of Pro Forma Presentation, page 41
5.It is not clear to us how footnote (3) relates to the amounts in the table above. Please
revise.
6.We note your response to prior comment 21 and your updated disclosure in footnote (4).
We do not believe it would be appropriate to include PIPE investment shares in the table
given the uncertainty you express in the footnote and elsewhere in the filing over whether
you will be able to obtain the PIPE investment.
7.Please revise your presentation of the subtotal lines in the table so Other Shareholders line
item does not appear to be a subtotal.
Proposal No. 1--The Business Combination Proposal, page 74
8.Please disclose the sponsor and its affiliates total potential ownership in the combined
company, assuming exercise and conversion of all securities. If the sponsor will receive
additional securities based on additional financing activities, then provide the disclosure
requested by our prior comment 25 in this regard.
9.We note your response to prior comment 27 and reissue the comment.  Please revise your
disclosure to disclose the effective underwriting fee on a percentage basis for shares at

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each redemption level presented in your sensitivity analysis related to dilution.  In
addition, we note disclosure that the $4.025 million deferred underwriting fee is based on
a fee of $0.35 per share.  Please revise to clarify that this per share amount is based on the
number of shares sold in your initial public offering, and to disclose the current per share
amount based on redemptions to date.
10.Please revise disclosure indicating that Class B shares will automatically convert into
Class A shares on the first business day following the consummation of the business
combination to reconcile the apparent inconsistency with disclosure elsewhere and Article
35.2 of your second amended and restated Articles of Association filed as Exhibit 3.3.
Proposal No.1 - The Business Combination Proposal, page 75
11.Please correct the typographical errors in the share ownership table that relate to “sponsor
and related party” and “private placement warrants” amounts.
12.Refer to the book value per share table on page 75. Please address the following:
•Provide footnote disclosure explaining how you calculated book value per share.
•Revise to present the table as of and for the fiscal year ended September 30, 2022.
•Reconcile the pro forma book value assuming minimum redemption to the amount
disclosed on page 165.
Background of the Business Combination, page 76
13.We note your response to prior comment 30.  Please further revise your disclosure to
clarify how you reached agreement on the transaction consideration of $1.38 billion in
light of your disclosure that the final LOI provided you would pay approximately $1
billion.  Additionally revise your disclosure to clarify how Graphjet's counter offer of an
enterprise valuation of $2 billion was negotiated, clearly disclose the final enterprise
valuation you agreed upon, and clarify how this relates to disclosure on page 24 that "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."  Disclose who is
acting as advisor for the potential PIPE investment and describe negotiations relating to
the size and other material terms of the PIPE.
14.We note your revised disclosure in response to prior comment 31.  Please further revise to
provide additional information regarding ArcGroup's introduction of Graphjet to you,
including the timing of the introduction, how many other targets ArcGroup introduced to
you, and whether ArcGroup had a pre-existing relationship with Graphjet.  Additionally
revise your disclosure regarding ownership in the post-combination company to clarify
how the 2% equity fee to be paid to ArcGroup at closing is reflected, including the
ownership diagrams and tables.  We further note disclosure on page 52 that indicates
Energem and Graphjet have engaged a financial advisor.  Please revise to clarify whether
Graphjet has engaged a financial advisor and, if so, describe its role in the background
section.

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15.We note your response to prior comment 37. Please revise this section to disclose any
discussions about continuing employment or involvement for any persons affiliated with
Energem before the business combination including, without limitation, the roles of Swee
Guan Hoo and Doris Wong Sing Ee as directors of the combined entity.
16.We note your response to prior comment 30. Please substantially revise your disclosure to
provide a detailed description of the material terms of the transaction. In your revised
disclosure, please explain the reasons for the terms, each party's position on the issues,
and how you reached agreement on the final terms.
17.Please provide a detailed description of how the terms of the Share Purchase Agreement
evolved throughout the exchange of drafts from the initial draft of the Share Purchase
Agreement on June 27, 2022 until it was executed on August 1, 2022, and if applicable,
describe how the terms differed from the LOI.
Opinion of Baker Tilly (Malaysia), page 84
18.We note your response to prior comment 33. However, it does not appear that disclosure
was revised to clarify the scope of the fairness opinion.  We note disclosure that
indicates the opinion determines fairness to Energem shareholders from a financial point
of view (e.g., pages 5 and 26), but also disclosure that indicates the opinion evaluates the
fairness of the consideration (e.g., page 84).  Please revise to reconcile, taking into
account the opinion's stated scope on page 2 thereof.  Additionally revise the disclosure
regarding Baker Tilley's fee to clearly state whether any portion is contingent upon
completion of the business combination.
Beneficial Ownership of Combined Entity Securities, page 118
19.Please revise your table to reflect the redemption levels in manner more constituent with
your other disclosure. In that regard, we not here you include a column assuming 83.52%
redemption.  Please revise or advise.
Voting Rights, page 122
20.We note your response to prior comment 40.  Please revise to clearly disclose, if true, that
holders of Class A Ordinary Shares of the Combined Entity are entitled to one vote per
share and that holders of Class B Ordinary Shares of the Combined Entity are entitled to
one vote per share.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS, page 136
21.We note the form of tax opinion filed as exhibit 8.1. If you are intending to file a short-
form tax opinion, the disclosure in the prospectus and in the opinion both must state that
the disclosure in this section is the opinion of counsel.
22.We note your response to prior comment 41. We note your disclosure that there will be no
material U.S. federal income tax consequences to U.S. Holders of Energem Class A

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Ordinary Shares and warrants as a result of the Business Combination.  Please provide a
tax opinion covering the material federal tax consequences of the transaction to the
holders of Energem's securities and revise your disclosure accordingly. Please refer to
Item 601(b)(8) of Regulation S-K, per Item 21(a) of Form S-4. For guidance in preparing
the opinion and related disclosure, please refer to Section III of Staff Legal Bulletin No.
19, which is available on our website
Graphjet's Business, page 149
23.We note your response to prior comment 50.  However, the document filed as Exhibit
10.11 appears to be a memorandum of understanding regarding a potential joint venture or
collaboration agreement with Toyoda Trike Inc, dated August 1, 2022, rather than the
supply agreement described in your registration statement and dated May 12, 2022.
Please additionally file the supply agreement as an exhibit to the registration statement.
Please also revise your disclose to (i) update the statement on page 150 that "The order
and terms of the [supply] agreement is expected to be finalized by the end of December
2022," (ii) update the statement on page 152 that "Graphjet expects to recognize revenue
in end of December of 2022, if not earlier," and (iii) reconcile the apparent inconsistencies
between the description of the joint venture on page 153 and Exhibit 10.11, including with
respect to the parties and the preliminary terms.
Graphjet's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
Cash Flows for the Years Ended September 30, 2022 and 2021, page 162
24.We note that certain amounts in your table on page 162 do not appear to be consistent
with your cash flow statement on page F-37. We also note that your discussion of
operating cash flows on page 162 do not appear to be correct and that cash flows from
investing activities appear to be excluded from both the table and your discussion. Please
revise.
Unaudited Pro Forma Condensed Combined Financial Information, page 163
25.We note from your disclosure that Graphjet has been determined to be the accounting
acquirer and has a fiscal year of September 30. However, it appears that you have
presented the pro forma financial statements based on a fiscal year of December 31.
Please expand your disclosure to clarify whether the fiscal year end of Graphjet will be
changed from September 30 to December 31, and if so, when you expect that will occur
relative to the date of merger. Under these circumstances, please also clarify whether you
will recast prior financial statements based on the new fiscal year or if not, how you will
transition reporting to the new fiscal year. Conversely, if you expect to retain the current
fiscal year end of Graphjet, tell us how you have concluded that the pro forma financial
statements should not align with the fiscal year of Graphjet as the successor entity.

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Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2022, page 165
26.Please cross reference each pro forma balance sheet adjustment to the related description
in Note 3.
27.Please revise the pro forma balance sheet to disclose the number of shares issued and
outstanding on a historical and pro forma basis.
Experts, page 171
28.Please revise to appropriately refer to Graphjet’s financial statements as being as of
September 30, 2022 and 2021.
Legal Matters, page 171
29.Please revise the disclosure in this section to reflect the opinions filed as exhibits to your
registration statement.  It is unclear why Malaysian counsel would pass on the validity of
the "Combined Entity Ordinary Shares," given that you are a Cayman Islands company;
please revise or advise.
Energem Corp
Statement of Cash Flows, page F-5
30.It appear your net cash used in operating activities does not total correctly. Please also
revise to correctly place the subtotal lines throughout the table and remove the total line
on the bottom of the table.
Energem Corp
Notes to Financial Statements
Note 7 - Shareholders' Equity, page F-29
31.We note your response to prior comment 48 and reissue the comment in part. Please
provide us with your analysis to support the equity treatment for your public and private
placement warrants separately. As part of your analysis, please address whether there are
any terms or provisions in the warrant agreements that provide for potential changes to the
settlement amounts that are dependent upon the characteristics of the holder of the
warrant, and if so, how you analyzed those provisions in accordance with the guidance in
ASC 815-40.

Exhibits
32.Please file the agreements described on page 153 under the caption "Intellectual Property"
as exhibits to your registration statement, in accordance with your response to prior
comment 43.
33.The form of proxy filed as Exhibit 99.8 presents a single proposal 2, which appears

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