SecProbe.io

CORRESP
1
filename1.htm

April
25, 2023

Via
EDGAR

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street,

Washington
DC 20549

    Attention:
    SiSi
    Cheng

    Melissa
    Gilmore

    Jennifer
    Angelini

    Asia
    Timmons-Pierce

    Re:

    Energem
    Corp.

    Amendment
    No. 3 to Registration Statement on Form S-4

    Filed
    April 4, 2023

    File
    No. 333-268716

Dear
Ladies and Gentlemen,

On
behalf of our client, Energem Corp. (the “Company” or “Energem”), we hereby provide a response to the comments
issued in a letter by the staff of the Division of Corporation Finance dated April 17, 2023 (the “Letter”), with respect
to the Company’s Registration Statement on Form S-4 (the “Registration Statement”). Contemporaneously, we are filing
Amendment No. 4 to the Registration Statement via Edgar.

In
order to facilitate the review by the staff of the Securities and Exchange Commission (the “Staff”) of the Amendment No.
1, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The
numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s
Letter.

Amendment
No. 3 to Form S-4

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

1.
Please tell us whether any additional redeemable shares have been redeemed since December 31, 2022. If so, tell us how such redemptions
are reflected in your pro forma financial statements and consider disclosing information about the redemptions throughout your filing,
if material, including in the respective Notes to Financial Statements.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that no additional redeemable shares have been
redeemed since December 31, 2022.

Summary
Unaudited Pro Forma Condensed Combined Financial Information

Basis
of Pro Forma presentation, page 41

2.
It appears that your pro forma Energem shares outstanding table on page 41 includes shares related to your public and private placement
warrants. Please more fully explain what these shares represent. In this regard, we note from your disclosure in footnote (3) that the
amounts in the table exclude shares underlying the public and private warrants held by Energem shareholders. We also note from your disclosure
on page 125 that the only warrants that will be issued and outstanding upon the consummation of the Business Combination are the same
warrants issued and outstanding in connection with the Energem IPO. The same comment applies to the table on page 75.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the calculation of the warrants assumes
cashless exercise and updated the table and notes on pages 41 and 75. The disclosure on page 125 is correct that the total number
of redeemable warrants under the public and private placement warrants does not change after the business combination.

Risk
Factors

“We
do not have a specified maximum redemption threshold.....”, page 49

3.
You disclose that Energem Class A Ordinary Shares subject to possible redemption totaled $117,422,529 as of September 30, 2022. Please
revise to disclose the amount of Energem Class A Ordinary Shares subject to possible redemption as of the latest balance sheet date (i.e.,
December 31, 2022).

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 49 of
the Registration Statement.

Energem’s
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 156

4.
Please update your disclosures in the results of operations and liquidity and capital resources sections for the period ended December
31, 2022.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 157
and 158 of the Registration Statement..

Selected
Historical Financial Information of Graphjet, page 159

5.
Please revise to also present Graphjet’s financial information as of and for the three months ended December 31, 2022.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has added Graphjet’s financial information
as of and for the three months ended December 31, 2022.

Graphjet’s
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Components
of Results of Operations, page 162

6.
The loss per share amounts disclosed in the table on page 162 do not appear consistent with the amounts disclosed on page F-33. Please
revise.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has corrected page F-33 accordingly.

Liquidity
and Capital Resources, page 163

7.
Please revise to disclose the fact that Graphjet’s auditor has expressed substantial doubt as to the company’s ability to
continue as a going concern and describe management’s plans to address this circumstance.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the liquidity and capital resources
accordingly.

Unaudited
Pro Forma Condensed Combined Financial Information, page 167

8.
We note from your disclosure on page 49 that you will not be able to complete the Business Combination if Energem cannot maintain at
least $5,000,001 of net tangible assets, and the aggregate cash consideration you would be required to pay for the redemption of Energem
Class A Ordinary Shares plus any amount required to satisfy cash conditions pursuant to the terms of the Share Purchase Agreement exceeds
the aggregate amount of cash available to you upon consummation of the Business Combination. Please address the following:

    ●
    Disclose
    any specific cash conditions that need to be satisfied pursuant to the Share Purchase Agreement;

    ●
    Discuss
    whether you are able to meet the net tangible assets and cash requirements under each of the redemption scenarios presented on page
    167; and

    ●
    Identify
    a scenario depicting the maximum number (and dollar amount) of Energem Class A shares that may be redeemed to maintain a sufficient
    amount of net tangible assets after redemption for the business combination to proceed.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure throughout the
Registration Statement to add the NTA Proposal and provide that unless the NTA Proposal is approved, EDOC would not be permitted to consummate
the Business Combination unless EDOC has a net tangible asset value of at least $5,000,001 either immediately prior to or upon the closing
of the Business Combination, after giving effect to the completion of the Redemption and any private placement financing.

Notes
to the Unaudited Pro Forma Condensed Combined Financial Statements

Note
3 - Transaction Accounting Adjustments to the Energem and Graphjet Unaudited Pro Forma Condensed Balance Sheet as of December 31, 2022,
page 170

9.
Refer to Adjustment (J). Please clarify in a footnote to the issued and outstanding shares table that the share amounts reported in the
table exclude shares underlying your public and private warrants, if true, and quantify the excluded amounts.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its footnote and has updated
and identified the exclusion of public and private warrant with quantities.

10.
Refer to Adjustment (K). Please clarify why there is an adjustment to match cash to the redemption amount. In addition, tell us and disclose
if and how the adjustment also relates to the extension loan adjustment presented on page 167 and add a footnote cross-reference to the
extension loan adjustment.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure accordingly.
The adjustment was made to match cash to redemption amount in order that the subject to redemption number should reflect the money that
investors receive at the time of redemption. The adjustment related to the extension loan has been corrected in the latest amendment.
The share amounts reported in the table excludes public and private placement warrants, 4,152,778 and 190,694, respectively

Note
6 - Loss Per Share, page 171

11.
Please quantify any potentially dilutive shares that are excluded from the calculations of historical and pro forma net loss per share.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that in response to the comment, we have analyzed
any potentially dilutive shares that are excluded from the calculations of historical and pro forma net loss per share and determined
that there should not be any additional dilutive shares from historical and pro forma net loss per share.

Energem
Corp

Report
of Independent Registered Public Accounting Firm, page F-3

12.
You disclose on page F-11 that “management has determined that if the company is unsuccessful in consummating an initial business
combination within the prescribed period of time from the closing of the IPO, the requirement that the company cease all operations,
redeem the public shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern”.
Please tell us how your auditor considered whether an explanatory paragraph about your ability to continue as a going concern is warranted
in light of your disclosure.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that Adeptus Partners, LLC issued a revised Report
of Independent Registered Public Accounting Firm and the Company amended its MD&A to include going concern disclosure.

Exhibit
23.1, page F-3

13.
Please update the consent filed as Exhibit 23.1 to refer to the appropriate date of the audit report and the appropriate periods covered
by that opinion.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it attached an updated consent at Exhibit
23.1 from Adeptus Partners, LLC.

Financial
Statements - December 31, 2022 and 2021, page F-32

14.
Clearly indicate that your financial statements and all other related disclosures throughout your filing are unaudited, including column
headings, for the financial information related to December 31, 2022 and 2021.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the financial statements to
clarify that the financial information related to December 31, 2022 and 2021 is unaudited.

Note
1 - Organization and Nature of Operations, page F-38

15.
Please tell us and disclose your fiscal year-end in the Notes to the Financial Statements for both sets of financial statements.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that Graphjet’s fiscal year ends on September
30 of each year and it has revised the financial statements to disclose the fiscal year-end in the notes for both sets of financial statements.

*****

If
you have any additional questions regarding any of our responses or the Registration Statement, please do not hesitate to contact me
on (202) 935-3390.

    Kindest
    regards,

    /s/
    Rimon P.C.

    Rimon
    P.C.

cc:
Swee Guan Hoo, Chief Executive Officer, Energem Corp.