SecProbe.io

CORRESP
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filename1.htm

    December
    7, 2022

Via
EDGAR

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, NE

Washington
DC 20549

    Attention:
    SiSi Cheng

    Melissa Gilmore

    Jennifer Angelini

    Asia Timmons-Pierce

    Re:
    Energem
    Corp.

    Registration Statement on Form F-4

    Filed
    December 7, 2022

    File No. 333-[   ]

Dear
Ladies and Gentlemen,

On
behalf of Energem Corp. (the “Company” or “Energem”), we are writing to submit the Company’s responses
to the comments of the staff of the Division of Corporation Finance (the “Staff”) dated October 25, 2022, with respect to
the above-referenced registration statement on Form F-4 filed on September 26, 2022 (the “Registration Statement”) relating
to the registration under the Securities Act of 1933, as amended, of ordinary shares of the Company. Concurrently with this submission,
the Company has filed the Registration Statement (the “Registration Statement”).

Capitalized
terms used but not defined in this letter have the meanings as defined in the Registration Statement. The responses set forth
below are based upon information provided to Rimon P.C. For convenience, we have included the specific comments and headings used in
the Comment Letter. On behalf of the Company, we advise you as follows:

Registration
Statement on Form F-4 filed September 26, 2022

General

1. Please
                                            refile your registration statement on Form S-4 or provide a legal analysis as to your eligibility
                                            to file as a foreign private issuer on Form F-4. Please refer to General Instruction A.1
                                            of Form F-4 and the definition of “foreign private issuer” in Securities Act
                                            Rule 405.

Response:
Further to our introductory statement above in this correspondence letter to the Staff, we have amended the Company’s Form F-4
rather than refile its registration statement on Form S-4 in reliance on the fact that Form F-4 is the applicable form of registration
statement that may be used by a foreign private issuer (“FPI”) to register a business combination under the U.S. Securities
Act of 1933, as amended (the “Securities Act”).

A
“foreign private issuer” is defined in Rule 405 of the Securities Act of 1934, as amended (the “1934 Act”), as
any foreign issuer (other than a foreign government), except an issuer meeting the following conditions as of the last business
day of its most recently completed second fiscal quarter:

  (i)
  More than 50 percent of the outstanding voting securities of
such issuer are directly or indirectly owned of record by residents of the United States; and

  (ii)
  Any of the following:

(A)
The majority of the executive officers or directors are United States citizens or residents;

(B)
More than 50 percent of the assets of the issuer are located in the United States; or

(C)
The business of the issuer is administered principally in the United States.

1990
K Street NW, Suite 420, Washington, D.C. 20006

Tel:
(202) 935-3390

An
analysis of whether a company qualifies as an FPI under the mandates of Rule 405 of the Securities Act can be applied through several
tests; a company must pass one of the following tests to qualify as an FPI:

 ● Test
                                            # 1: The company is incorporated outside the United States and more than half of its
                                            voting securities are owned of record by non-US residents as
                                            of the last business day of its most recently completed second fiscal quarter. Companies
                                            that meet these requirements automatically qualify as FPIs.

 ● Test
                                            # 2: The company is incorporated outside the United States, but fails Test # 1 — it
                                            can still qualify as an FPI if all three of the following factors are false as
                                            of the last business day of its most recently completed second fiscal quarter:

 ✓ The
                                            majority of the company’s executive officers or directors are US citizens or residents.

 ✓ More
                                            than 50% of its assets are located in the United States.

 ✓ The
                                            company’s business is administered principally in the United States.

Energem
satisfies Test #2 because all three of the factors stated are false, as set forth in the following analysis:

 1. 100%
                                            of the Company’s executive officers or directors are not US citizens or residents:

    Name
    & Title of Energem Officers & Directors

    Citizenship

    Residency

    Swee Guan Hoo, Chief Executive
    Officer

    Malaysia

    Malaysia

    Kok Seong Wong, Chairman of
    the Board

    Malaysia

    Malaysia

    Cu Seng Kiu, Chief Financial
    Officer

    Malaysia

    Malaysia

    Li Sin Tan, Executive Director

    Malaysia

    Malaysia

    Doris Wong Sing Ee, Independent Director

    Malaysia

    Malaysia

    Kwang Fock Chong, Independent Director

    Malaysia

    Malaysia

 2. 100%
                                            of the Company’s physical assets are located outside of the United States.

 3. The
                                            Company’s office is located in Kuala Lumpur, Malaysia where 100% of its business operations
                                            occur, which means that the business is administered entirely outside of the United States

2. With
                                            a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has
                                            substantial ties with a non-U.S. person. Please also tell us whether anyone or any entity
                                            associated with or otherwise involved in the transaction, is, is controlled by, or has substantial
                                            ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how
                                            this fact could impact your ability to complete your initial business combination. For instance,
                                            discuss the risk to investors that you may not be able to complete an initial business combination
                                            with a U.S. target company should the transaction be subject to review by a U.S. government
                                            entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
                                            prohibited. Further, disclose that the time necessary for government review of the transaction
                                            or a decision to prohibit the transaction could prevent you from completing an initial business
                                            combination and require you to liquidate. Disclose the consequences of liquidation to investors,
                                            such as the losses of the investment opportunity in a target company, any price appreciation
                                            in the combined company, and the warrants, which would expire worthless.

Response:
In response to Staff’s comments, we have added a risk factor on page 69 under the subheading for “Risks Related
to Investments Outside of the United States,” which explains, among other things, that the Company’s Sponsor, Energem
LLC, is beneficially owned by its Chief Executive Officer, Mr. Swee Guan Hoo and its Executive Director, Ms. Li Sin Tan, both of whom
are non-U.S. persons, each of the directors and executive officers of Graphjet Technology (“Graphjet”) is not a
resident of the United States and, because Energem and Graphjet are not U.S. companies, the business combination is not expected
to be subject to CFIUS review.

    2 | Page

3. We
                                            note apparently inconsistent statements regarding the Class B shares. For example, disclosure
                                            on page 49 states “[t]he Founder Shares are automatically convertible into Class A
                                            Ordinary Shares at the Closing” and disclosure on page 71 “[a]t Closing, the
                                            Founder will own all outstanding of Energem Class B Ordinary Shares.” Please revise
                                            to reconcile. Also, clarify whether the combined entity will have a dual-class share structure
                                            with super-voting rights in light of disclosure on page 87, making appropriate revisions
                                            to the description of share capital section. We note disclosure that the sponsor will have
                                            the right to designate three directors and to approve or reject transactions involving Graphjet,
                                            however these rights are not described in the section cross-referenced. Please revise to
                                            describe these rights of the sponsor, identify the sponsor-designated directors, and include
                                            risk factor disclosure.

Response:
In response to the Staff’s comment, the disclosure on page 74 has been clarified to explain that all of the Energem Class
B Ordinary Shares are automatically convertible into Class A Ordinary Shares at the Closing of the Business Combination; the super-voting
disclosure on page 90 was eliminated because of its lack of applicability. Likewise, no references to dual-class structure remain,
as the Combined Entity will possess just one class of ordinary shares.

4. We
                                            note that throughout your registration statement you provide footnotes citing hyperlinks
                                            to third-party websites to support factual assertions, statistical data or otherwise. Please
                                            be advised that where you include a hyperlink in your filing, you assume responsibility for
                                            the information on the hyperlinked website and the information accessible through the hyperlinked
                                            website as if it were part of your filing. Please refer to Release No. 34-42728 for further
                                            guidance regarding the use of hyperlinks in your filing. Please revise.

Response:
We assume responsibility for the information on the hyperlinked website and the information accessible through the hyperlinked website
as if it were part of the Company’s filing in accordance with Release No. 34-42728 and have allowed the footnotes to remain
in the Registration Statement so as not to usurp authorship credit where the Registration Statements quotes  statistics or statements
from such footnoted websites.

Cover
Page

5. Please
                                            disclose the voting power of the (i) public shareholders, (ii) sponsor, (iii) PIPE investors,
                                            if any, and (iv) Graphjet shareholders following the business combination. Clearly state
                                            whether the combined entity will be a controlled company under the Nasdaq rules and, if so,
                                            whether it intends to avail itself of the “controlled company” exemptions to
                                            the corporate governance listing standards of Nasdaq. In this regard, we note the reference
                                            on page 87 to the “founder-controlled company” and disclosure regarding control
                                            on page 116, as well as the table indicting the Graphjet shareholders will own 85% of the
                                            combined entity.

Response:
The Company advises the Staff that it (i) expanded the discussion on page 35 under
the heading “Voting Power; Record Date” to clarify that the Combined Entity will not be a controlled company, (ii) deleted
the risk factor on page 90 because, after consummation of the Business Combination, the Combined Entity will have a single class
of Ordinary Shares, and (iii) deleted the placeholder language regarding voting control on page 122 because no one person, entity
or group will have voting control notwithstanding that the Graphjet shareholders will own 85% of the Combined Entity after consummation
of the Business Combination.

Questions
and Answers about the Business Combination and the Extraordinary General Meeting What happens to the funds deposited in the Trust Account
after consummation of the Business Combination?, page 14

6. Please
                                            revise to disclose the deferred fee of $12,075,000 payable to the underwriters from the trust
                                            account upon completion of the business combination, as disclosed on page 151. 14, 74, 151

Response:
The Company expanded the Q&A on page 14 and its discussion under “Energem’s Initial Public Offering” on page 77
and clarified its discussion on page 157 regarding the deferred fee of $0.35 per share of the 11,500,000 Class A ordinary
shares totaling $4,025,000 payable to the underwriters from the trust account upon completion of the Business Combination to respond
to the Staff’s comment.

What
interests do the Sponsor and the current officers and directors of Energem have . . . . , page 15

7. Please
                                            quantify the aggregate dollar amount and describe the nature of what the sponsor and its
                                            affiliates have at risk that depends on completion of a business combination. Include the
                                            current value of securities held including, without limitation, ordinary shares and warrants,
                                            loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates
                                            are awaiting reimbursement. Provide similar disclosure for the company’s officers and
                                            directors, if material. In this regard, we note disclosure regarding amounts payable pursuant
                                            to a promissory note and administrative support agreement (e.g., pages 52, 113-14).

Response:
The Company notes the Staff’s comment and advises that it has revised the disclosure on pages 15-16, 29, 31, 43, 51,
72 and 119 of the Registration Statement.

    3 | Page

What
shareholder vote thresholds are required . . . . , page 19

8. Please
                                            revise proposal 2 to indicate whether this proposal is conditioned on approval of proposal
                                            1.

Response:
The Company notes the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on pages 19 and 96
of the Registration Statement and added an additional Q&A to address the Staff’s comment fully.

9. We
                                            note that only the sponsor, as the Class B shareholder, appears entitled to vote on proposal
                                            2(b) and proposal 5. If true, revise your disclosure to clarify how these proposals relate
                                            to Class A shareholders, addressing both quorum