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January 9, 2024
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. 10 to Registration Statement on Form S-4
Filed December 28, 2023
File No. 333-268716
Dear Swee Guan Hoo:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 23, 2023, letter.
Amendment No. 10 to Form S-4
General
1.We note revised disclosure on page 31 that indicates the lock-up period for the founder
shares was increased from six to nine months pursuant to the first amendment to the share
purchase agreement, yet the amendment filed as Exhibit 10.27 and cited on page 91 does
not appear to reflect these provisions. Please revise to reconcile this apparent
inconsistency or advise.
2.We note revised disclosure that the underwriters agreed in December 2023 to accept a
portion of their deferred underwriting commission as equity. Please file this agreement as
an exhibit to your registration statement. Your disclosure indicates that the underwriters
will receive 202,500 shares of the combined entity at closing and the "difference in

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 January 9, 2024 Page 2
 FirstName LastName
Swee Guan Hoo
Energem Corp.
January 9, 2024
Page 2
amount" (payable in cash or equity using a five-day VWAP) if the aggregate VWAP as of
shares as of the effectiveness date of the proxy statement/prospectus is less than $10 per
share. Since this effectiveness date will precede the closing of the business combination
(and thus trading of combined entity shares), please revise to clarify how the VWAP will
be measured (for instance, by reference to your ordinary shares). Please also revise
disclosure on page 177 that refers to repricing of the equity to occur at nine months after
closing using a 10-day VWAP for consistency, or advise.
Summary of the Proxy Statement/Prospectus
PIPE Investment, page 35
3.We note your revised disclosure in this section and elsewhere in the registration statement,
as well as the related share purchase agreement filed as Exhibit 10.25 ("SPA"). Please
further revise to clearly identify the (i) number of Graphjet shares being purchased by the
purchaser under the SPA and (ii) the date on which such shares were or will be purchased
and the $2.5 million purchase price paid.
4.We note your disclosure that the issuance of the Combined Entity Ordinary Shares to the
PIPE Investor in exchange for the Graphjet Pre-Transaction Shares shall be from shares
registered under this registration statement. Please provide your legal analysis as to why it
is appropriate to register the primary issuance of such shares.
5.We note your disclosure that if the consummation of the Business Combination does not
occur on or prior to March 31, 2024, Graphjet shall return the Purchase Price to the PIPE
Investor by the close of business on March 31, 2024 and that Graphjet and Energem agree
that for each day following March 31, 2024 that the return of the Purchase Price is
delayed, interest shall accrue. Please revise to clarify the entity responsible for returning
the Purchase Price to the PIPE Investor. In that regard, we note that the Share Purchase
Agreement states that the "Company Shareholders" shall return the Purchase Price to the
Purchaser. The term "Company Shareholders" is not defined. If Energem is responsible
for returning the Purchase Price, then please address any risks associated with this
responsibility.
6.We note your disclosure that the 250,000 Pre-Transaction Shares shall be
cancelled. Please revise to identify the entity responsible for cancelling the Graphjet
shares issued to the Purchaser. In this regard, we note the SPA states that the purchaser
shall promptly take such reasonable actions as requested by the "Company Shareholders"
with respect to the cancellation of the shares.
7.We note your disclosure indicating that the SPA will terminate if the issuance of
combined entity shares to the purchaser in exchange for Graphjet shares does not occur by
March 31, 2024, while Section 6 of the SPA provides December 31, 2023. Please
reconcile this apparent inconsistency.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 January 9, 2024 Page 3
 FirstName LastName
Swee Guan Hoo
Energem Corp.
January 9, 2024
Page 3
Unaudited Pro Forma Condensed Combined Financial Information
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements, page 177
8.Please expand Note 3 (B) to more fully discuss any potential compensation to the
underwriters at closing either in cash or shares for the Difference in Amount, similar to
your disclosure on page F-17. Please clearly describe how the Difference in Amount will
be calculated and if a cash payment will be required.
            Please 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