SecProbe.io

CORRESP
1
filename1.htm

June
15, 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. 5 to Registration Statement on Form S-4

    Filed
    May 30, 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 of the Securities and Exchange Commission (the “Staff”)
dated June 9, 2023 (the “Letter”), with respect to the Company’s Registration Statement on Form S-4 (the “Registration
Statement”). Contemporaneously, we are filing Amendment No. 6 to the Registration Statement (“Amendment No. 6”) via
EDGAR.

In
order to facilitate the review by the Staff of Amendment No. 6, 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. 5 to Registration Statement on Form S-4

General

1.
Please tell us, with a view to disclosure, whether you have received notice from the underwriter or any other firm engaged in connection
with your initial public offering about ceasing involvement in your transaction and how that may impact your deal, including the deferred
underwriting compensation owed for the SPAC initial public offering.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has not received any such notice from the
underwriter, or any other firm engaged in connection with its initial public offering about ceasing involvement with our business combination
transaction. In addition, we note that we have previously disclosed the percentage the underwriting discount would be reflected at each
redemption level on page 14 of the Registration Statement.

Proposal
No. 1 – The NTA Proposal, page 74

2.
We note that you are now asking Energem stockholders to adopt amendments to the current Energem A&M Charter that would allow Energem
to consummate the business combination even if Energem will have less than $5,000,001 in net tangible assets. Explain why you are asking
stockholders to vote on this proposal now, as opposed to at an earlier time. Additionally, provide a discussion of the related risks
for investors and the post business combination company here and in the risk factors section. Lastly, identify the provisions that Energem
is relying on in determining that the ordinary shares are not at risk of being deemed a penny stock under Exchange Act Rule 3a51-1.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has disclosed on page 74 of the Registration
Statement that it is asking Energem shareholders to adopt amendments to the current Energem A&M Charter that would allow Energem
to consummate the business combination even if Energem will have less than $5,000,001 in net tangible assets in order to facilitate the
Business Combination. The Company has also added disclosure on pages 12, 64 and 74 of the Registration Statement. Additionally, the Company
advises the Staff that the post business combination company will not be deemed a penny stock following the Closing under Exchange Act
Rule 3a51-1 as it plans to have its securities registered on the Nasdaq Capital Market.

Selected
Historical Financial Information of Graphjet, page 160

3.
Please remove the label “unaudited” from the headers in the selected historical financial information tables. The identification
of some columns as “unaudited” may give an investor the impression that the other columns have been audited. A column of
numbers derived from audited financial statements without the full presentation of financial information is not considered to be audited.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has updated its disclosure on page 160
of the Registration Statement.

Unaudited
Pro Forma Condensed Combined Financial Information, page 166

4.
Please update your pro forma financial statements to include a balance sheet as of the latest balance sheet and income statements for
the latest fiscal year and interim period. Refer to Rule 8-05(b) of Regulation S-X.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that in response it has inserted updated pro forma
financial statements to include a balance sheet as of the latest balance sheet and income statements for the latest fiscal year and interim
period on pages P-39, P-41, P-76, P-121 and proforma section from P-166 and P-173.

5.
We note on page 168 under both the maximum redemption and 50% redemption scenarios you reflect negative cash balances as of December
31, 2022. We also note that while your state on page 167 that you expect the Business Combination to be consummated if the NTA proposal
which waives the minimum net tangible asset requirement is approved, you do not address how you plan to proceed with the Business Combination
in the event of cash shortfalls. Please also be advised the purpose of pro forma financial statements is to provide investors with sufficient
information about the impact of probable transactions to allow them to make informed decisions. In this regard, it is not clear how you
determined it is appropriate to present negative cash balances in the pro forma financial statements, as opposed to a liability or other
presentations, since it does not reflect outcomes that can occur.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff in response that at the closing of the Business
Combination, the Combined Entity expects to have approximately $21 million cash proceeds from the Trust Account, assuming there are no
further redemptions. The aggregate transaction expenses of approximately $6,525,000, including the deferred underwriting commission of
$4,025,000, will be paid at closing. This will result in a pro forma cash of approximately $14,475,000 at closing. If there is substantially
less in the Trust Account than anticipated at the closing of the Business Combination, then the Combined Entity expects to draw down
approximately $7 million under the executed Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd. at or after closing
to pay certain of its aggregate transaction expenses at closing and the balance of expenses over time from the SEPA and revenue. The
Combined Entity expects to have no less than approximately $5.5 million of cash at or after closing of the Business Combination. We have
updated the Registration Statement accordingly to disclose this calculation (page 169).

6.
We note your response to prior comment 11 and the revised disclosure on page 167. However, it does not appear the revised disclosures
have fully addressed our prior comment. Please discuss whether you are able to meet the net tangible assets requirement under the 50%
redemption and minimum redemption scenarios assuming the NTA proposal is not approved 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 in response that the answer is no, we are not able to meet the net tangible assets test
at 50% redemption and minimum redemption scenarios assuming the NTA proposal is not approved. If the NTA proposal is not approved,
we have identified a scenario depicting the maximum number 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 which is 177,976 and dollar amount at $10.64, which scenario
utilized in its calculation Energem and Graphjet’s assets and liabilities. The Company has updated the Registration Statement to
disclose this analysis on page 169.

Note
6 — Loss per Share, page 172

7.
It appears you have updated footnote (J)(6) on page 172 in response to prior comment 12. Please also revise Note 6 to discuss and 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 we did not revise Note 6 because there are
no potentially dilutive shares that are excluded from the calculations of historical and pro forma net loss per share, and we
added a sentence to clarify this fact in Note 6 of the Registration Statement.

*****

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

    Kindest
    regards,

    /s/
    Rimon P.C.

    Rimon
    P.C.

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