SecProbe.io

CORRESP
1
filename1.htm

September
26, 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. 7 to Registration Statement on Form S-4

    Filed
    June 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 July 6, 2023 (the “Letter”), with respect to the Company’s Registration Statement on Form S-4 (the “Registration
Statement”). Contemporaneously, we are filing Amendment No. 8 to the Registration Statement (the “Amendment”) via EDGAR.

In
order to facilitate the review by the Staff of the Amendment, 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.

Form
S-4/A filed June 30, 2023

What
is the “PIPE Investment”?, page 12

1. Please update here and elsewhere to reflect the current status of your PIPE Investment.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that the Company updated all references to a
PIPE Investment in the Amendment to reflect the fact that the Company and Graphjet entered into a binding term sheet for a $10 million
PIPE Investment on September 16, 2023.

Unaudited
Pro Forma Condensed Combined Financial Information, page 169

2.
We note your updated disclosures in response to prior comment 1. Please address the following and revise as
necessary:

 ● Refer
                                            to the statement on page 169 that “the combined entity expects to have no less than
                                            approximately $5.5 million of cash at or after closing of the Business Combination.”
                                            Revise to disclose the specific redemption level assumed for the cash balance projection
                                            or remove this sentence.

 ● Refer
                                            to Adjustment B on page 170. Tell us how you concluded it is appropriate to make the payment
                                            of $4.0 million of deferred underwriters fees from the trust account. In this regard, we
                                            note from your disclosure on page 24 of the Form S-1 filed on November 9, 2021 that the per-share
                                            amount you will distribute to investors will not be reduced by the deferred underwriting
                                            commissions you will pay to the underwriters.

 ● Refer
                                            to Adjustment K on page 170, and explain how it is appropriate to record Payables to Public
                                            Shareholders under Maximum Redemption of $4.5 million.

 ● In
                                            this regard, tell us how your presentation and accounting treatment is consistent with the
                                            redemption rights of your public shareholders in connection with the business combination.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it has addressed each bulletpoint in
this comment as follows:

 ● With
                                            regard to the Staff’s first bulletpoint, the Company removed the sentence on page 169.

 ● Regarding
                                            the propriety of paying the deferred underwriters fees from the trust account, in view of
                                            the language in the Company’s Form S-1 that provides,

“The
amount in the trust account is initially anticipated to be $10.15 per public share, however, there is no guarantee that investors will
receive $10.15 per share upon redemption. The per-share amount we will distribute to investors who properly redeem their shares will
not be reduced by deferred underwriting commissions we will pay to the underwriters,” (the “Referenced Language)

…
we respectfully submit that the Referenced Language in the Form S-1 does not contradict with the Registration Statement language
providing for the payment of the deferred underwriters fees from the trust account. The Referenced Language does not prohibit the payment
of deferred underwriting commissions. Instead, the Referenced Language declares that the amount available in the trust account to honor
redemptions will not be first reduced for the payment of deferred underwriting commissions. Thus, we respectfully submit further that
we believe the Referenced Language is clear that once redemptions, if any, are honored in connection with the special meeting to vote
for the business combination, any amounts remaining in the trust account are available to fund expenses include the deferred underwriting
commission.

 ● Regarding
                                            how it is appropriate to record Payables to Public Shareholders under Maximum Redemption
                                            of $4.5 million, the Amendment is corrected to reflect that there are no payables to public
                                            shareholders.

 ● Regarding
                                            how our presentation and accounting treatment is consistent with the redemption rights of
                                            our public shareholders in connection with the business combination, as corrected reflect
                                            that there are no payables to public shareholders and pursuant to our clarification that
                                            the payment of the deferred underwriters fees from the trust account would occur only after
                                            any and all redemptions are honored properly from the trust account.

General

3.
We note your disclosures regarding your SEPA. Please revise your disclosure to address the following items:

 ● Please
                                            revise to disclose the total potential dilutive impact of the SEPA at each of the redemption
                                            levels detailed in your sensitivity analysis.

 ● Please
                                            revise the Background of the Business Combination to include a discussion of negotiations
                                            relating to the SEPA.

 ● We
                                            note your disclosure on page 169 that you expect to issue and sell Combined Entity Class
                                            Ordinary shares in the aggregate gross purchase price of approximately $7 million under the
                                            executed SEPA after Closing to pay certain expenses. Please clarify, if true, that the referenced
                                            anticipated $7 million is part of the $200 million financing. Please update your disclosure
                                            on page 35 and elsewhere.

 ● Please
                                            revise your Questions and Answers about the Business Combination section to include a discussion
                                            of the SEPA financing.

 ● Please
                                            revise your risk factor on page 52 to include a risk factor indicating that the SEPA shares
                                            issued at a discount could result in negative pressure on your stock price following the
                                            Business Combination.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it was a condition of the binding $10 million
PIPE Investment that the Company and Graphjet terminate the SEPA. The SEPA was terminated on September 21, 2023. In view of the termination
of the SEPA, in the Amendment, the Company has addressed each bulletpoint raised by the Staff, as follows:

 ● The
                                            Amendment reflects the disclosure of the total potential dilutive impact of the PIPE Investment
                                            in a private placement to acquire Energem Ordinary Shares before the closing of the business
                                            combination that convert to 1,000,000 Combined Entity Ordinary Shares at the closing at each
                                            of the redemption levels detailed in our sensitivity analysis.

 ● We
                                            included a discussion of negotiations relating to the PIPE on page __.

 ● The
                                            Amendment removes references to the anticipated $7 million sought after Closing of the Business
                                            Combination in connection with the SEPA and references the $10 million PIPE Investment only.

 ● We
                                            revised the Q&As to include a discussion of the PIPE Investment on page [13].

 ● The
                                            Company added a risk factor on page [53] of the Amendment that addresses the issuance of
                                            the Energem Ordinary Shares before the closing of the business combination that convert to
                                            1,000,000 Combined Entity Ordinary Shares at the closing at a $10.00 price which may be at
                                            a discount and could result in negative pressure on our stock price after the closing of
                                            the Business Combination.

*****

If
you have any additional questions regarding any of our responses or the Amendment to 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.