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February 8, 2023
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.
Amendment No. 1 to Registration Statement on Form S-4
Filed January 26, 2023
File No. 333-268716
Dear Swee Guan Hoo:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our December 23, 2022, letter.
Amendment No. 1 filed January 26, 2023
General
1.Please revise your disclosure to reflect that the combined entity will continue to file
reports as a domestic issuer at least until the last business day of its next second fiscal
quarter, at which time it would be able to assess its status as a foreign private issuer
pursuant to the definition thereof in Securities Act Rule 405.  Include disclosure to
describe the effects on the combined entity and shareholders regarding both outcomes of
the FPI determination.  Disclose the date on which the FPI determination will be made,
and reconcile disclosure on page 112 that refers to June 30, 2022, as the date the next
determination will be made.  Revise disclosure throughout that states you "are" or "will

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be" a foreign private issuer for consistency with the foregoing, for example by describing
management's expectations.
2.We note disclosure on page 132 includes among the conditions of closing that "each of
Graphjet and Energem on the one hand, and Energem, on the other hand, shall have
received reasonably satisfactory evidence that, following the Closing of the Business
Combination, Graphjet will qualify as a foreign private issuer pursuant to Rule 4b-4 of the
Exchange Act as of the Closing."  However, we are not able to locate this closing
condition within the Share Purchase Agreement attached as Annex A.  Please revise or
advise.
3.Since you are also a smaller reporting company, please add a separate risk factor
disclosing that even if you no longer qualify as an emerging growth company, you may
still be subject to reduced reporting requirements as long as you are a smaller reporting
company.  Please make conforming changes throughout the registration statement as
applicable.
4.We note revised risk factor disclosure on page 52 that depending on the number of shares
redeemed by Energem’s public shareholders, the former Graphjet equity holders may
control a majority of the voting power, and the combined entity may then be a "controlled
company."  However, disclosure elsewhere indicates that the public shareholders will hold
less than 2% of the combined entity (e.g., page 41), and the table of beneficial
ownership appears to indicate no owners greater than 2.36% (page 119).  Please revise
your risk factor to clearly state whether the combined entity will or will not be a
controlled company in light of the foregoing.  In addition, we note potentially inconsistent
disclosure regarding controlled company status on pages 35 and 149; please revise to
reconcile.  If the combined entity will be a controlled company, revise your prospectus
cover pages to so state and to indicate whether it intends to rely on the controlled
company exemptions.
5.We note that you have filed the fairness opinion report from Baker Tilly.  Please file the
letter opinion of Baker Tilly as an exhibit.
Questions and Answers about the Business Combination . . . .
What happens to the funds deposited in the Trust Account . . . . , page 14
6.We note your revisions in response to prior comment 9.  Please further revise the table to
clearly disclose the deferred underwriting fee on a percentage basis for the current number
of outstanding public shares (i.e., taking into account redemptions in connection with the
extension, but without taking into account shares underlying public warrants) and at each
potential redemption level presented in your sensitivity analysis.
Proposal No.1 - The Business Combination Proposal, page 75
7.You disclose in the table on page 75 that Energem’s book value as of September 30, 2022
was $15.4 million.  We note from Energem’s Form 10-Q filed on November 15, 2022 that

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the company had a total shareholders’ deficit of $3,998,194 as of September 30, 2022.
Please revise or advise.
8.Please revise the share ownership in the combined entity table on page 75 and unaudited
pro forma financial statements from page 166 and 167 to also present the 50% redemption
scenario, similar to your disclosures elsewhere on pages 75 and 41.
Proposal No. 1--The Business Combination Proposal
Background of the Business Combination, page 76
9.We note your response to prior comment 13.  Please further address the following:

•Revise to reconcile inconsistent disclosure regarding the current equity value of
Graphjet, stated both as $1.38 billion and $2.20 billion, throughout the registration
statement (for non-exclusive example, on pages 24 and 28).

•Revise to explain whether and how "post-closing equity value" and "pro forma post-
closing enterprise value" differ, given that both are quantified as $1.49 billion.

•Disclosure on pages 79-82 includes various references to enterprise value (with
modifiers such as closing, post-closing, and pro forma); please revise for clarity and
consistency.  Without limitation, reconcile apparently inconsistent statements
regarding the final agreed-upon enterprise value on page 79 ("The proposed increase
in the closing enterprise valuation by Graphjet to $2.0 billion was agreed to by
Energem") and page 82 ("Rimon P.C. replaced the placeholder of the transaction
consideration and inserted the value of $1.38 billion, giving a tentative pro forma
post-closing enterprise value of Energem at $1.49 billion" and "Nelson Mullins
reverted confirming the transaction consideration of $1.38 billion"--and by
implication the $1.49 billion enterprise value).

•Further revise your disclosure to clarify how the enterprise value relates to terms used
elsewhere in the registration statement, for instance current (or post-closing) equity
value and/or fair market value.
10.We note your response to prior comment 14.  Please further revise to disclose whether Arc
Group had a pre-existing relationship with Graphjet.  Additionally revise to clearly state
whether Graphjet engaged a financial advisor in connection with the business combination
and, if so, to describe its role.  Reconcile apparently inconsistent disclosure that indicates
that Baker Tilley acted as the independent financial advisor to both Energem and
Graphjet, for example on pages 46, 79, 80, and 81.
Beneficial Ownership of Combined Entity Securities, page 119
11.We note your response to prior comment 19.  Please revise the disclosure preceding the
table to clarify the information presented, including that it reflects (i) actual share
ownership as of the date of the registration statement and (ii) projected share ownership

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upon completion of the business combination, together with relevant assumptions (for
example, that post-combination percentages reflect 100% redemption by public
shareholders, if true).  Eliminate table headings that refer to assumed redemptions and the
PIPE investment.  The two columns captioned "Number of Graphjet Ordinary Shares" and
"Number of Ordinary Shares" appear identical; please consolidate and clarify.  It is not
clear what information is presented in the two columns captioned "FA Shares" (for
example, do these represent shares owned by Energem LLC that will be transferred to Arc
Group?); consider eliminating these columns and including relevant explanation within a
note to the table.  Additionally confirm the percentages, as the totals in the final row
appear to combine pre-combination and post-combination amounts.
Material U.S. Federal Income Tax Considerations, page 137
12.We note your responses to prior comments 40 and 41.  Please add disclosure regarding the
tax consequences of the business combination under Section 351(a) of the Code.
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 163
13.We note your revision on page 163 in response to prior comment 24 and reissue in part.
Your discussion of your operating cash flow activities continues to appear incorrect.
Please revise your discussions to be consistent with the activity in your tables.
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2022, page 166
14.We note your response to prior comment 27 and reissue the comment.  Please revise to
present parenthetically in the pro forma balance sheet the number of shares issued and
outstanding on a historical and pro forma basis.
Legal Matters, page 171
15.We note your response to prior comment 29 and reissue our comment.  Please revise your
disclosure to indicate that Rimon Law is delivering the legality opinion filed as Exhibit
5.1 and the tax opinion filed as Exhibit 8.1.  Please also revise your reference to SEPA to
SPA.
Exhibits
16.Please file the Standby Equity Purchase Agreement executed with YA II PN, LTD on
January 12, 2023, as an exhibit to your registration statement.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 February 8, 2023 Page 5
 FirstName LastName
Swee Guan Hoo
Energem Corp.
February 8, 2023
Page 5
            You may contact SiSi Cheng at 202-551-5004 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at 202-551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Debbie Klis