SEC Comment Letter 0000000000-24-000871 to GRAPHJET TECHNOLOGY (GTIJF)
GRAPHJET TECHNOLOGY
Date: Jan. 23, 2024 · CIK: 0001879373 · Accession: 0000000000-24-000871
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-268716
Letter
United States securities and exchange commission logo January 23, 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. 11 to Registration Statement on Form S-4 Filed January 12, 2024 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 January 9, 2024, letter. Amendment No. 11 to Form S-4 General 1.We note your response to prior comment 4. It appears that you commenced the offering of securities to the PIPE purchaser privately and are attempting to complete the offering through a public offering. Please note that a transaction that commenced privately cannot be converted to a registered offering. Refer to Question 134.02 of our Securities Act Sections Compliance and Disclosure Interpretations. Please revise your disclosure accordingly.
FirstName LastNameSwee Guan Hoo Comapany NameEnergem Corp. January 23, 2024 Page 2 FirstName LastName Swee Guan Hoo Energem Corp. January 23, 2024 Page 2 Note 2 - Summary of Significant Accounting Policies Marketable Securities Held in Trust Account, page F-27 2.We note your disclosure on page F-27 that as of September 30, 2023, substantially all of the assets held in the Trust Account were held in government securities. We also note your disclosure on page 49 that on or about August 8, 2023, you instructed Continental Stock Transfer & Trust Company and J.P. Morgan Securities LLC to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of your initial business combination or liquidation of the company. Please advise or reconcile the discrepancy. 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
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United States securities and exchange commission logo
January 23, 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. 11 to Registration Statement on Form S-4
Filed January 12, 2024
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 January 9, 2024, letter.
Amendment No. 11 to Form S-4
General
1.We note your response to prior comment 4. It appears that you commenced the offering of
securities to the PIPE purchaser privately and are attempting to complete the offering
through a public offering. Please note that a transaction that commenced privately cannot
be converted to a registered offering. Refer to Question 134.02 of our Securities Act
Sections Compliance and Disclosure Interpretations. Please revise your disclosure
accordingly.
FirstName LastNameSwee Guan Hoo
Comapany NameEnergem Corp.
January 23, 2024 Page 2
FirstName LastName
Swee Guan Hoo
Energem Corp.
January 23, 2024
Page 2
Note 2 - Summary of Significant Accounting Policies
Marketable Securities Held in Trust Account, page F-27
2.We note your disclosure on page F-27 that as of September 30, 2023, substantially all of
the assets held in the Trust Account were held in government securities. We also note
your disclosure on page 49 that on or about August 8, 2023, you instructed Continental
Stock Transfer & Trust Company and J.P. Morgan Securities LLC to liquidate the U.S.
government treasury obligations or money market funds held in the Trust Account and
thereafter to hold all funds in the Trust Account in cash until the earlier of consummation
of your initial business combination or liquidation of the company. Please advise or
reconcile the discrepancy.
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