SecProbe.io

CORRESP
1
filename1.htm

    NELSON MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS AND COUNSELORS AT LAW

    101 Constitution Avenue, NW

    Suite 900

    Washington D.C., 20001

    T: 202.689.2800 F: 202.689.2860

    nelsonmullins.com

July 19, 2024

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Patrick Fullem

    Jennifer Angelini

    RE:
    Graphjet Technology

    Registration Statement on Form S-1

    Filed June 25, 2024

    File No. 333-280461

Ladies and Gentlemen:

On behalf of Graphjet Technology (the “Company”),
we are hereby responding to the letter dated July 9, 2024 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s
Registration Statement on Form S-1 filed on June 25, 2024 (the “Registration Statement”). In response to the Comment
Letter and to update certain information in the Registration Statement, the Company is submitting its Amendment No. 1 to the Registration
Statement (the “Amended Registration Statement”) with the Commission today. The numbered paragraphs below correspond
to the numbered comments in the Comment Letter, and the Staff’s comments are presented in bold italics.

Registration Statement on Form S-1 filed June 25, 2024

Cover Page

 1. For each of the shares and warrants being registered for resale, disclose
the price that the selling shareholders paid for such securities.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on the cover page and pages 20 and 60 of the Amended Registration
Statement.

 2. We note the significant number of redemptions of your Class A ordinary shares
in connection with your business combination and that the shares being registered for resale will constitute a considerable percentage
of your public float. We also note that some of the shares being registered for resale were purchased by the selling shareholders for
prices considerably below the current market price of the Class A ordinary shares. Highlight the significant negative impact sales of
shares on this registration statement could have on the public trading price of the Class A ordinary shares.

Response: The Company acknowledges the Staff’s
comment and has revised its disclosure on the cover page and page 20 of the Amended Registration Statement.

Risk Factors, page 6

 3. Include an additional risk factor highlighting the negative pressure potential
sales of shares pursuant to this registration statement could have on the public trading price of the Class A ordinary shares. To illustrate
this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent
of the total number of shares outstanding. Also disclose that even though the current trading price is significantly below the SPAC IPO
price, the private investors have an incentive to sell because they will still profit on sales because of the lower price that they purchased
their shares than the public investors.

Response: The Company
acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the cover page and page 20 of the
Amended Registration Statement.

Graphjet Technology is subject to
financial reporting and other requirements as a public company..., page 22

 4. We also note that you did not timely file a Form 10-Q for the quarter ended
March 31, 2024. Update and revise your risk factor to state that you did not timely file the report and that you may not be able to file
timely in the future.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on page 22 of the Amended Registration Statement.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 27

 5. We note that the projected revenues for 2023 were $839.4 million, as set forth
in the unaudited prospective financial information management prepared and provided to the Board in connection with the evaluation of
the Business Combination. It appears you have not had any revenues or sales of your products to date. Please update your disclosure in
Liquidity and Capital Resources, and elsewhere, to provide updated information about the company’s financial position and further
risks to the business operations and liquidity in light of these circumstances.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on page 33 of the Amended Registration Statement.

 6. In light of the significant number of redemptions and the unlikelihood that
the company will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the
warrants and the current trading price of the Class A ordinary shares, expand your discussion of capital resources to address any changes
in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital,
discuss the effect of this offering on the company’s ability to raise additional capital.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on pages 2, 3, 19, 20, 23, 24, 26, and 34 of the Amended Registration
Statement.

 7. Please expand your discussion here to reflect the fact that this offering
involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of
the company’s common stock.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on the cover page and pages 2, 20, 24, and 34 of the Amended Registration
Statement.

    2

Signatures, Page II-5

 8. Please revise to identify the individuals signing in the capacities of your
principal executive officer, principal financial officer, and principal accounting officer or controller. Refer to Instruction 1 to Signatures
on Form S-1.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has identified the individuals signing in the capacities of principal executive officer, principal
financial officer, and principal accounting officer or controller on the signature page of the Amended Registration Statement.

General

 9. Revise your prospectus to disclose the price that each selling shareholders
paid for the ordinary shares and warrants being registered for resale. Highlight any differences in the current trading price, the prices
that the Sponsor, PIPE investor, and other selling shareholders acquired their shares and warrants, and the price that the public shareholders
acquired their shares and warrants. Disclose that while the Sponsor, PIPE investor, and other selling shareholders may experience a positive
rate of return based on the current trading price, the public shareholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the
selling shareholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on the cover page and pages 20 and 60 of the Amended Registration
Statement.

 10. Please revise to update your disclosures throughout the filing and address
areas that appear to need updating or that present inconsistencies. Non-exclusive examples of areas where disclosure should be updated
are as follows:

 ● Disclosure in the subsection entitled, “Pre-Business Combination Related Party Transactions — Energem,” that
refers to the closing of the business combination and associated events in the future tense or in hypothetical terms; and

 ● References throughout to “following the business combination” as a prospective occurrence.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure throughout, including on pages iii, 5, 20-22, 25, 55-59, and 73-74
of the Amended Registration Statement.

 11. We note your disclosure on page 62 that your selling shareholders may use
purchases by a broker-dealer as principal to sell its securities. Please confirm your understanding that the retention by a selling shareholder
of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your
undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

Response: The Company acknowledges the Staff’s
comment and confirms understanding that the retention by a selling shareholder of an underwriter would constitute a material change to
the Company’s distribution plan requiring a post-effective amendment. The Company has also revised its disclosure on page 61 of
the Amended Registration Statement in response to the Staff’s comment.

*****

If you have any additional questions regarding
any of our responses or the Amended Registration Statement, please do not hesitate to contact Andy Tucker at (202) 689-2987.

  Very truly yours,

  /s/ Andy Tucker

  Andy Tucker

cc: Aiden Lee Ping Wei, Chief Executive Officer, Graphjet Technology

3