Correspondence 0001493152-23-002212 from GRAPHJET TECHNOLOGY (GTIJF)
GRAPHJET TECHNOLOGY
Date: Jan. 23, 2023 · CIK: 0001879373 · Accession: 0001493152-23-002212
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-268716
Referenced dates: December 23, 2022
Letter
Via EDGAR Division of Corporation Finance Securities and Exchange Commission Attention: SiSi Cheng Energem Corp. Registration Statement on Form S-4 Filed December 7, 2022 File No. 333-268716
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 December 23, 2022, with respect to the above-referenced registration statement on Form S-4 originally filed on September 26, 2022 (the “F-4”) and amended and re-filed on December 7, 2022, 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 a Form S-4 pursuant to the Staff’s comments on December 23, 2022 (the “S-4” or 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 December 7, 2022
Questions and Answers about the Business Combination and the Extraordinary General Meeting.
What interests do the Sponsor and the current officers and directors of Energem have … page 15.
1. We note your response to prior comment 7. However, disclosure regarding amounts payable under the promissory note and administrative support agreement does not appear in response to our comment. Please revise your disclosure.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 16, 30, 44, 51 and 73 of the Registration Statement to include the amounts payable under the promissory note and the administrative support agreement.
What shareholder vote thresholds are required … page 19
2. We note your response to prior comment 8. Your disclosure here and on page 16 is inconsistent. For example, you state that [u]nless the Business Combination Proposal, the Share Issuance Proposal and the Equity Incentive Plan Proposal are approved, then the Energem M&A Proposals (along with the Share Issuance Proposal, the Equity Incentive Plan Proposal, and the Director Appointment Proposal) will not be presented to the Energem Shareholders at the Extraordinary General Meeting.” Please revise.
K Street NW, Suite 420, Washington, D.C. 20006
Tel: (202) 935-3390
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 17, 19, 20, 36, 53, 95, 96, 97, 98, 99, 102 and 107 of the Registration Statement to address the inconsistency.
Summary of the Proxy Statement / Prospectus, page 22
3. We note your response to prior comment 16. Please further revise the following disclosure on page 26 to clearly distinguish between the opinions of Baker Tilly and the recommendation of Energem’s Board: “In view of the negotiated exchange of Graphjet Pre-Transaction Shares for the Energem Ordinary Shares to comprise the Transaction Consideration, Energem Shareholders would benefit from a significant and immediate 37.2% premium on the purchase price, assuming a USD $2.20 billion fair market value of Graphjet and an immediate 48.0% premium on the purchase price, assuming a USD $2.65 billion fair market value of Graphjet from Baker Tilley’s fairness opinion – was in the best interests of the Energem Shareholders and recommended that Energem Shareholders approve the Business Combination and adopt the Share Purchase Agreement and related Transactions and proposals.”.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 26 and 46 of the Registration Statement.
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 39
4. As we previously requested, please provide summary pro forma financial statements including a balance sheet as of the date of your latest balance sheet and income statements for the latest fiscal year and interim period or alternatively remove this section.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 39 of the Registration Statement to include a balance sheet as of the date of our latest balance sheet and income statements for the latest fiscal year and interim period.
Basis of Pro Forma Presentation, page 41
5. It is not clear to us how footnote (3) relates to the amounts in the table above. Please revise.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 41 of the Registration Statement to remove footnote 3 and otherwise update the table.
6. We note your response to prior comment 21 and your updated disclosure in footnote (4). We do not believe it would be appropriate to include PIPE investment shares in the table given the uncertainty you express in the footnote and elsewhere in the filing over whether you will be able to obtain the PIPE investment.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the table and the disclosure and has removed potential PIPE investment shares from the table and added “FA Shares” representing the financial adviser shares to be paid to Arc Group Limited at closing. The Company has revised the tables and footnotes or discussions on pages 5, 14, 41, 75 and 119 of the Registration Statement accordingly.
7. Please revise your presentation of the subtotal lines in the table so Other Shareholders line item does not appear to be a subtotal.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 41 and 75 of the Registration Statement.
Proposal No. 1 – The Business Combination Proposal, page 74
8. Please disclose the sponsor and its affiliates total potential ownership in the combined company, assuming exercise and conversion of all securities. If the sponsor will receive additional securities based on additional financing activities, then provide the disclosure requested by our prior comment 25 in this regard.
2 | P A G E
Response: The Company respectfully acknowledges the Staff’s comment and advises that the total ownership of the sponsor and affiliates in the Combined Entity will be 3,403,075 ordinary shares, without dilution, as disclosed throughout the Registration Statement (see pages 41, 75, 119 and 167). Following their exercise of 100% of the private placement warrants, the total ownership of the sponsor and their affiliates will be 3,593,796 Combined Entity ordinary shares.
9. We note your response to prior comment 27 and reissue the comment. Please revise your disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution. In addition, we note disclosure that the $4.025 million deferred underwriting fee is based on a fee of $0.35 per share. Please revise to clarify that this per share amount is based on the number of shares sold in your initial public offering, and to disclose the current per share amount based on redemptions to date.
Response: The Company revised the disclosure on page 14 of the Registration Statement and added additional disclosure on page 77 and 158 to clarify that the final underwriting agreement entitles the underwriters to a deferred fee of $0.35 per share, or $4,025,000 in the aggregate without adjustment for the amount of redemptions.
10. Please revise disclosure indicating that Class B shares will automatically convert into Class A shares on the first business day following the consummation of the business combination to reconcile the apparent inconsistency with disclosure elsewhere and Article 35.2 of your second amended and restated Articles of Association filed as Exhibit 3.3.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 51, 74, 120 and 123 of the Registration Statement.
Proposal No.1 – The Business Combination Proposal, page 75
11. Please correct the typographical errors in the share ownership table that relate to “sponsor and related party” and “private placement warrants” amounts.
Response: The Company respectfully acknowledges the Staff’s comment and advises that it has revised the disclosure on page 75 of the Registration Statement.
12. Refer to the book value per share table on page 75. Please address the following:
● Provide footnote disclosure explaining how you calculated book value per share.
● Revise to present the table as of and for the fiscal year ended September 30, 2022.
● Reconcile the pro forma book value assuming minimum redemption to the amount disclosed on page 165.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the table on page 75 of the Registration Statement to explain how we calculated book value per share and present the table as of for the fiscal year ended September 30, 2022. The Company has also amended the disclosure on page 165 of the Registration Statement to match the disclosure on page 75.
Background of the Business Combination, page 76
13. We note your response to prior comment 30. Please further revise your disclosure to clarify how you reached agreement on the transaction consideration of $1.38 billion in light of your disclosure that the final LOI provided you would pay approximately $1 billion. Additionally revise your disclosure to clarify how Graphjet’s counter offer of an enterprise valuation of $2 billion was negotiated, clearly disclose the final enterprise valuation you agreed upon, and clarify how this relates to disclosure on page 24 that “The Business Combination implies a pro forma post-closing enterprise value of $1.49 billion and a current equity value of Graphjet at more than $2.20 billion.” Disclose who is acting as advisor for the potential PIPE investment and describe negotiations relating to the size and other material terms of the PIPE.
Response: The Company respectfully acknowledges the Staff’s comment and advises that it has revised the disclosure on pages 24, 46, 79, 80, 81 and 82 of the Registration Statement to disclose how we reached agreement on the transaction consideration, how we determined the enterprise valuation, clearly disclose the final enterprise valuation and to advise that there is no advisor for the potential PIPE investment or current negotiations relating to the size and other material terms of the PIPE.
14. We note your revised disclosure in response to prior comment 31. Please further revise to provide additional information regarding ArcGroup’s introduction of Graphjet to you, including the timing of the introduction, how many other targets ArcGroup introduced to you, and whether ArcGroup had a pre-existing relationship with Graphjet. Additionally revise your disclosure regarding ownership in the post-combination company to clarify how the 2% equity fee to be paid to ArcGroup at closing is reflected, including the ownership diagrams and tables. We further note disclosure on page 52 that indicates Energem and Graphjet have engaged a financial advisor. Please revise to clarify whether Graphjet has engaged a financial advisor and, if so, describe its role in the background section.
3 | P A G E
Response: The Company respectfully acknowledges the Staff’s comment and advises that it has revised the disclosure and tables throughout the Registration Statement including in part, pages 5, 14, 41, 43, 75, and 119, to elaborate further on the circumstances of Arc Group’s introduction of Graphjet to Energem including the number of other targets Arc Group introduced us to you, and to clarify how the 2% equity fee to be paid to Arc Group at closing is reflected, which entity is Energem’s sole financial advisor.
15. We note your response to prior comment 37. Please revise this section to disclose any discussions about continuing employment or involvement for any persons affiliated with Energem before the business combination including, without limitation, the roles of Swee Guan Hoo and Doris Wong Sing Ee as directors of the combined entity.
Response: The Company respectfully acknowledges the Staff’s comment and advises that it has add discussion on pages 79
Show Raw Text
CORRESP
1
filename1.htm
January
23, 2023
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 S-4
Filed
December 7, 2022
File
No. 333-268716
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 December 23, 2022, with respect to the above-referenced registration statement on Form S-4 originally
filed on September 26, 2022 (the “F-4”) and amended and re-filed on December 7, 2022, 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
a Form S-4 pursuant to the Staff’s comments on December 23, 2022 (the “S-4” or 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 December 7, 2022
Questions
and Answers about the Business Combination and the Extraordinary General Meeting.
What
interests do the Sponsor and the current officers and directors of Energem have … page 15.
1. We
note your response to prior comment 7. However, disclosure regarding amounts payable under
the promissory note and administrative support agreement does not appear in response to our
comment. Please revise your disclosure.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 16,
30, 44, 51 and 73 of the Registration Statement to include the amounts payable under the promissory note and the administrative
support agreement.
What
shareholder vote thresholds are required … page 19
2. We
note your response to prior comment 8. Your disclosure here and on page 16 is inconsistent.
For example, you state that [u]nless the Business Combination Proposal, the Share Issuance
Proposal and the Equity Incentive Plan Proposal are approved, then the Energem M&A Proposals
(along with the Share Issuance Proposal, the Equity Incentive Plan Proposal, and the Director
Appointment Proposal) will not be presented to the Energem Shareholders at the Extraordinary
General Meeting.” Please revise.
1990
K Street NW, Suite 420, Washington, D.C. 20006
Tel:
(202) 935-3390
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 17,
19, 20, 36, 53, 95, 96, 97, 98, 99, 102 and 107 of the Registration Statement to address the inconsistency.
Summary
of the Proxy Statement / Prospectus, page 22
3. We
note your response to prior comment 16. Please further revise the following disclosure on
page 26 to clearly distinguish between the opinions of Baker Tilly and the recommendation
of Energem’s Board: “In view of the negotiated exchange of Graphjet Pre-Transaction
Shares for the Energem Ordinary Shares to comprise the Transaction Consideration, Energem
Shareholders would benefit from a significant and immediate 37.2% premium on the purchase
price, assuming a USD $2.20 billion fair market value of Graphjet and an immediate 48.0%
premium on the purchase price, assuming a USD $2.65 billion fair market value of Graphjet
from Baker Tilley’s fairness opinion – was in the best interests of the Energem
Shareholders and recommended that Energem Shareholders approve the Business Combination and
adopt the Share Purchase Agreement and related Transactions and proposals.”.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages
26 and 46 of the Registration Statement.
Summary
Unaudited Pro Forma Condensed Combined Financial Information, page 39
4. As
we previously requested, please provide summary pro forma financial statements including
a balance sheet as of the date of your latest balance sheet and income statements for the
latest fiscal year and interim period or alternatively remove this section.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 39 of
the Registration Statement to include a balance sheet as of the date of our latest balance sheet and income statements for the
latest fiscal year and interim period.
Basis
of Pro Forma Presentation, page 41
5. It
is not clear to us how footnote (3) relates to the amounts in the table above. Please revise.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has
revised the disclosure on page 41 of the Registration Statement to remove footnote 3 and otherwise update the table.
6. We
note your response to prior comment 21 and your updated disclosure in footnote (4). We do
not believe it would be appropriate to include PIPE investment shares in the table given
the uncertainty you express in the footnote and elsewhere in the filing over whether you
will be able to obtain the PIPE investment.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it
has revised the table and the disclosure and has removed potential PIPE investment shares from the table and added
“FA Shares” representing the financial adviser shares to be paid to Arc Group Limited at closing. The Company
has revised the tables and footnotes or discussions on pages 5, 14, 41, 75 and 119 of the Registration Statement
accordingly.
7. Please
revise your presentation of the subtotal lines in the table so Other Shareholders line item
does not appear to be a subtotal.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 41
and 75 of the Registration Statement.
Proposal
No. 1 – The Business Combination Proposal, page 74
8. Please
disclose the sponsor and its affiliates total potential ownership in the combined company,
assuming exercise and conversion of all securities. If the sponsor will receive additional
securities based on additional financing activities, then provide the disclosure requested
by our prior comment 25 in this regard.
2 | P A G E
Response:
The Company respectfully acknowledges the Staff’s comment and advises that the total ownership of the sponsor and affiliates in
the Combined Entity will be 3,403,075 ordinary shares, without dilution, as disclosed throughout the Registration Statement (see
pages 41, 75, 119 and 167). Following their exercise of 100% of the private placement warrants, the total ownership
of the sponsor and their affiliates will be 3,593,796 Combined Entity ordinary shares.
9. We
note your response to prior comment 27 and reissue the comment. Please revise your disclosure
to disclose the effective underwriting fee on a percentage basis for shares at each redemption
level presented in your sensitivity analysis related to dilution. In addition, we note disclosure
that the $4.025 million deferred underwriting fee is based on a fee of $0.35 per share. Please
revise to clarify that this per share amount is based on the number of shares sold in your
initial public offering, and to disclose the current per share amount based on redemptions
to date.
Response:
The Company revised the disclosure on page 14 of the Registration Statement and added additional disclosure on page 77 and 158 to
clarify that the final underwriting agreement entitles the underwriters to a deferred fee of $0.35 per share, or $4,025,000 in the aggregate
without adjustment for the amount of redemptions.
10. Please
revise disclosure indicating that Class B shares will automatically convert into Class A
shares on the first business day following the consummation of the business combination to
reconcile the apparent inconsistency with disclosure elsewhere and Article 35.2 of your second
amended and restated Articles of Association filed as Exhibit 3.3.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages
51, 74, 120 and 123 of the Registration Statement.
Proposal
No.1 – The Business Combination Proposal, page 75
11. Please
correct the typographical errors in the share ownership table that relate to “sponsor
and related party” and “private placement warrants” amounts.
Response:
The Company respectfully acknowledges the Staff’s comment and advises that it has revised the disclosure on page 75 of
the Registration Statement.
12. Refer
to the book value per share table on page 75. Please address the following:
●
Provide footnote disclosure explaining how you calculated
book value per share.
●
Revise to present the table as of and for the fiscal year
ended September 30, 2022.
●
Reconcile the pro forma book value assuming minimum redemption
to the amount disclosed on page 165.
Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the table on page 75 of the Registration Statement to explain how we calculated book value per share and present the table as of for the fiscal year ended
September 30, 2022. The Company has also amended the disclosure on page 165 of the Registration Statement to match the disclosure
on page 75.
Background
of the Business Combination, page 76
13. We
note your response to prior comment 30. Please further revise your disclosure to clarify
how you reached agreement on the transaction consideration of $1.38 billion in light of your
disclosure that the final LOI provided you would pay approximately $1 billion. Additionally
revise your disclosure to clarify how Graphjet’s counter offer of an enterprise valuation
of $2 billion was negotiated, clearly disclose the final enterprise valuation you agreed
upon, and clarify how this relates to disclosure on page 24 that “The Business Combination
implies a pro forma post-closing enterprise value of $1.49 billion and a current equity value
of Graphjet at more than $2.20 billion.” Disclose who is acting as advisor for the
potential PIPE investment and describe negotiations relating to the size and other material
terms of the PIPE.
Response:
The Company respectfully acknowledges the Staff’s comment and advises that it has revised
the disclosure on pages 24, 46, 79, 80, 81 and 82 of the Registration Statement to disclose how we reached
agreement on the transaction consideration, how we determined the enterprise valuation, clearly disclose the final enterprise valuation
and to advise that there is no advisor for the potential PIPE investment or current negotiations relating to the size and other material
terms of the PIPE.
14. We
note your revised disclosure in response to prior comment 31. Please further revise to provide
additional information regarding ArcGroup’s introduction of Graphjet to you, including
the timing of the introduction, how many other targets ArcGroup introduced to you, and whether
ArcGroup had a pre-existing relationship with Graphjet. Additionally revise your disclosure
regarding ownership in the post-combination company to clarify how the 2% equity fee to be
paid to ArcGroup at closing is reflected, including the ownership diagrams and tables. We
further note disclosure on page 52 that indicates Energem and Graphjet have engaged a financial
advisor. Please revise to clarify whether Graphjet has engaged a financial advisor and, if
so, describe its role in the background section.
3 | P A G E
Response:
The Company respectfully acknowledges the Staff’s comment and advises that it has revised
the disclosure and tables throughout the Registration Statement including in part, pages 5, 14, 41, 43, 75, and 119, to elaborate
further on the circumstances of Arc Group’s introduction of Graphjet to Energem including the number of other targets Arc
Group introduced us to you, and to clarify how the 2% equity fee to be paid to Arc Group at closing is reflected, which entity is Energem’s
sole financial advisor.
15. We
note your response to prior comment 37. Please revise this section to disclose any discussions
about continuing employment or involvement for any persons affiliated with Energem before
the business combination including, without limitation, the roles of Swee Guan Hoo and Doris
Wong Sing Ee as directors of the combined entity.
Response:
The Company respectfully acknowledges the Staff’s comment and advises that it has add
discussion on pages 79