SecProbe.io

<DOCUMENT>
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<TEXT>
 August 11, 2025

Chris Lai Ther Wei
Chief Executive Officer
Graphjet Technology
Lot 3895, Lorong 6D, Kampung Baru Subang
Seksyen U6, 40150 Shah Alam
Selangor, Malaysia

 Re: Graphjet Technology
 Form 8-K Furnished June 23, 2025
 File No. 001-41070
Dear Chris Lai Ther Wei:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

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 NEW YORK
LONDON
SINGAPORE

 HANOI
HO CHI MINH CITY
SHANGHAI

 PHILADELPHIA
CHICAGO
 FIRM and AFFILIATE OFFICES
 ATLANTA
BALTIMORE

 WASHINGTON, DC

 WILMINGTON

 SAN FRANCISCO

 MIAMI

 SILICON VALLEY

 BOCA RATON

 SAN DIEGO

 PITTSBURGH

 LOS ANGELES

 NORTH JERSEY

 BOSTON
 www.duanemorris.com
 LAS VEGAS

 HOUSTON

 SOUTH JERSEY

 DALLAS

 LAKE TAHOE

 FORT WORTH

 MYANMAR

 AUSTIN

 ALLIANCES IN MEXICO

 August 7, 2025

 Via EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Attention:
 Stephany Yang
Kevin Woody

 RE:
 Graphjet Technology
Form 8-K Furnished June 23, 2025
File No. 001-41070

 On behalf of Graphjet Technology (the " Company "),
we are hereby responding to the letter dated July 2, 2025, (the "Comment Letter") from the staff (the "Staff")
of the Securities and Exchange Commission (" SEC "), regarding the Company's Current Report on Form 8-K furnished
June 23, 2025 (the " 8-K "). In response to the Comment Letter, and to update certain information in the 8-K, the Company
previously furnished Amendment No. 1 to the Current Report on Form 8-K on July 14, 2025 (" Amendment No. 1 to 8-K ")
and is submitting this response letter with the SEC today.

 Capitalized terms used but not defined in this letter have the meanings
as defined in the Amended Registration Statement.

 For ease of reference, the text of the Staff's comment is included
in bold-face type below, followed by the Company's response.

 Securities and Exchange Commission

 August 7, 2025

 Page 2

 Form 8-K Furnished June 23, 2025

 Item 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report

 or Completed Interim Review, page 1

 1. Please amend your filing to indicate clearly whether you are filing under Item 4.02(a) or 4.02(b)
of Form 8-K and:

 · disclose whether the Board of Directors, Committee of
the Board of Directors or authorized Officers concluded that your financial statements should no longer be relied on, and revise disclosures
to comply with Item 4.02(a) of Form 8-K; or

 · disclose whether you were advised by, or received notice
from, your independent accountant that disclosure should be made or action should be taken to prevent future reliance on the previously
issued audit report related to previously issued financial statements, and revise disclosures to comply with Item 4.02(b) and 4.02(c)
of Form 8-K, as applicable.

 Response: In response to the Staff's
comment, the Company has furnished Amendment No. 1 to 8-K to expressly state that the disclosure regarding non-reliance on previously
issued financial statements for the year ended September 30, 2023 was made pursuant to Item 4.02(a) of Form 8-K. Amendment No. 1 to 8-K
contains an explanatory note and restates Item 4.02(a) to reflect this clarification. No other changes were made to the original filing.

 If you have further questions or comments, please
do not hesitate to contact me at 202-776-5248 or atucker@duanemorris.com. Thank you very much for your assistance.

 Very truly yours,

 /s/ Andrew M. Tucker

 Andrew M. Tucker

 AMT

<DOCUMENT>
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<TEXT>
 July 2, 2025

Chris Lai Ther Wei
Chief Executive Officer
Graphjet Technology
Lot 3895, Lorong 6D, Kampung Baru Subang
Seksyen U6, 40150 Shah Alam
Selangor, Malaysia

 Re: Graphjet Technology
 Form 8-K Furnished June 23, 2025
 File No. 001-41070
Dear Chris Lai Ther Wei:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 8-K Furnished June 23, 2025
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report
or Completed Interim Review, page 1

1. Please amend your filing to indicate clearly whether you are filing
under Item 4.02(a)
 or 4.02(b) of Form 8-K and:
 disclose whether the Board of Directors, Committee of the Board of
Directors or
 authorized Officers concluded that your financial statements should
no longer be
 relied on, and revise disclosures to comply with Item 4.02(a) of
Form 8-K; or
 disclose whether you were advised by, or received notice from, your
independent
 accountant that disclosure should be made or action should be taken
to prevent
 future reliance on the previously issued audit report related to
previously issued
 financial statements, and revise disclosures to comply with Item
4.02(b) and
 4.02(c) of Form 8-K, as applicable.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
 July 2, 2025
Page 2

of action by the staff.

 Please contact Stephany Yang at 202-551-3167 or Kevin Woody at 202-551-
3629 with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
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CORRESP
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November 4, 2024

VIA EDGAR

Unites States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Re:

    Graphjet Technology

    Registration Statement on Form S-1, as amended

    File No. 333-282490

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), Graphjet Technology (the “Registrant”)
hereby requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective
under the Securities Act at 5:00 p.m., Eastern Time, on Wednesday, November 6, 2024 or as soon as practicable thereafter, unless the Registrant
notifies you otherwise prior to such time. In this regard, the Registrant is aware of its obligations under the Securities Act. Once the
Registration Statement has been declared effective, please orally confirm that event with the Registrant’s counsel, Nelson Mullins
Riley & Scarborough LLP, by calling Andrew M. Tucker at (202) 689-2987.

Please contact Andrew M. Tucker
of Nelson Mullins Riley & Scarborough LLP at (202) 689-2987 with any questions or comments.

    Sincerely,

    Graphjet Technology

    By:
    /s/ Aiden Lee Ping Wei

    Aiden Lee Ping Wei

    Chief Executive Officer

cc: Andrew M. Tucker, Nelson Mullins Riley & Scarborough LLP

October 8, 2024
Aiden Lee Ping Wei
Chief Executive Officer
GRAPHJET TECHNOLOGY
Lot 3895, Lorong 6D, Kampung Baru Subang
Seksyen U6, 40150 Shah Alma
Selangor, Malaysia
Re:GRAPHJET TECHNOLOGY
Registration Statement on Form S-1
Filed on October 3, 2024
File No. 333-282490
Dear Aiden Lee Ping Wei:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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August 30, 2024

VIA EDGAR

Unites States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, DC 20549

    Attention:
     Patrick Fullem

     Jennifer Angelini

    Re:

    Graphjet Technology

    Registration Statement on Form S-1, as amended

    File No. 333-280461

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), Graphjet Technology (the “Registrant”)
hereby requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective
under the Securities Act at 4:00 p.m., Eastern Time, on Wednesday, September 4, 2024 or as soon as practicable thereafter, unless the
Registrant notifies you otherwise prior to such time. In this regard, the Registrant is aware of its obligations under the Securities
Act. Once the Registration Statement has been declared effective, please orally confirm that event with the Registrant’s counsel,
Nelson Mullins Riley & Scarborough LLP, by calling Andrew M. Tucker at (202) 689-2987.

Please contact Andrew M. Tucker
of Nelson Mullins Riley & Scarborough LLP at (202) 689-2987 with any questions or comments.

    Sincerely,

    Graphjet Technology

    By:
    /s/ Aiden Lee Ping Wei

    Aiden Lee Ping Wei

    Chief Executive Officer

cc: Andrew M. Tucker, Nelson Mullins Riley & Scarborough LLP

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    NELSON MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS AND COUNSELORS AT LAW

    101 Constitution Avenue, NW

    Suite 900

    Washington D.C., 20001

    T: 202.689.2800 F: 202.689.2860

    nelsonmullins.com

July 19, 2024

Division of Corporation Finance

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Patrick Fullem

    Jennifer Angelini

    RE:
    Graphjet Technology

    Registration Statement on Form S-1

    Filed June 25, 2024

    File No. 333-280461

Ladies and Gentlemen:

On behalf of Graphjet Technology (the “Company”),
we are hereby responding to the letter dated July 9, 2024 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”), regarding the Company’s
Registration Statement on Form S-1 filed on June 25, 2024 (the “Registration Statement”). In response to the Comment
Letter and to update certain information in the Registration Statement, the Company is submitting its Amendment No. 1 to the Registration
Statement (the “Amended Registration Statement”) with the Commission today. The numbered paragraphs below correspond
to the numbered comments in the Comment Letter, and the Staff’s comments are presented in bold italics.

Registration Statement on Form S-1 filed June 25, 2024

Cover Page

 1. For each of the shares and warrants being registered for resale, disclose
the price that the selling shareholders paid for such securities.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on the cover page and pages 20 and 60 of the Amended Registration
Statement.

 2. We note the significant number of redemptions of your Class A ordinary shares
in connection with your business combination and that the shares being registered for resale will constitute a considerable percentage
of your public float. We also note that some of the shares being registered for resale were purchased by the selling shareholders for
prices considerably below the current market price of the Class A ordinary shares. Highlight the significant negative impact sales of
shares on this registration statement could have on the public trading price of the Class A ordinary shares.

Response: The Company acknowledges the Staff’s
comment and has revised its disclosure on the cover page and page 20 of the Amended Registration Statement.

Risk Factors, page 6

 3. Include an additional risk factor highlighting the negative pressure potential
sales of shares pursuant to this registration statement could have on the public trading price of the Class A ordinary shares. To illustrate
this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent
of the total number of shares outstanding. Also disclose that even though the current trading price is significantly below the SPAC IPO
price, the private investors have an incentive to sell because they will still profit on sales because of the lower price that they purchased
their shares than the public investors.

Response: The Company
acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the cover page and page 20 of the
Amended Registration Statement.

Graphjet Technology is subject to
financial reporting and other requirements as a public company..., page 22

 4. We also note that you did not timely file a Form 10-Q for the quarter ended
March 31, 2024. Update and revise your risk factor to state that you did not timely file the report and that you may not be able to file
timely in the future.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on page 22 of the Amended Registration Statement.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 27

 5. We note that the projected revenues for 2023 were $839.4 million, as set forth
in the unaudited prospective financial information management prepared and provided to the Board in connection with the evaluation of
the Business Combination. It appears you have not had any revenues or sales of your products to date. Please update your disclosure in
Liquidity and Capital Resources, and elsewhere, to provide updated information about the company’s financial position and further
risks to the business operations and liquidity in light of these circumstances.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on page 33 of the Amended Registration Statement.

 6. In light of the significant number of redemptions and the unlikelihood that
the company will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the
warrants and the current trading price of the Class A ordinary shares, expand your discussion of capital resources to address any changes
in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital,
discuss the effect of this offering on the company’s ability to raise additional capital.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on pages 2, 3, 19, 20, 23, 24, 26, and 34 of the Amended Registration
Statement.

 7. Please expand your discussion here to reflect the fact that this offering
involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of
the company’s common stock.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on the cover page and pages 2, 20, 24, and 34 of the Amended Registration
Statement.

    2

Signatures, Page II-5

 8. Please revise to identify the individuals signing in the capacities of your
principal executive officer, principal financial officer, and principal accounting officer or controller. Refer to Instruction 1 to Signatures
on Form S-1.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has identified the individuals signing in the capacities of principal executive officer, principal
financial officer, and principal accounting officer or controller on the signature page of the Amended Registration Statement.

General

 9. Revise your prospectus to disclose the price that each selling shareholders
paid for the ordinary shares and warrants being registered for resale. Highlight any differences in the current trading price, the prices
that the Sponsor, PIPE investor, and other selling shareholders acquired their shares and warrants, and the price that the public shareholders
acquired their shares and warrants. Disclose that while the Sponsor, PIPE investor, and other selling shareholders may experience a positive
rate of return based on the current trading price, the public shareholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the
selling shareholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure on the cover page and pages 20 and 60 of the Amended Registration
Statement.

 10. Please revise to update your disclosures throughout the filing and address
areas that appear to need updating or that present inconsistencies. Non-exclusive examples of areas where disclosure should be updated
are as follows:

 ● Disclosure in the subsection entitled, “Pre-Business Combination Related Party Transactions — Energem,” that
refers to the closing of the business combination and associated events in the future tense or in hypothetical terms; and

 ● References throughout to “following the business combination” as a prospective occurrence.

Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has revised its disclosure throughout, including on pages iii, 5, 20-22, 25, 55-59, and 73-74
of the Amended Registration Statement.

 11. We note your disclosure on page 62 that your selling shareholders may use
purchases by a broker-dealer as principal to sell its securities. Please confirm your understanding that the retention by a selling shareholder
of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your
undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

Response: The Company acknowledges the Staff’s
comment and confirms understanding that the retention by a selling shareholder of an underwriter would constitute a material change to
the Company’s distribution plan requiring a post-effective amendment. The Company has also revised its disclosure on page 61 of
the Amended Registration Statement in response to the Staff’s comment.

*****

If you have any additional questions regarding
any of our responses or the Amended Registration Statement, please do not hesitate to contact Andy Tucker at (202) 689-2987.

  Very truly yours,

  /s/ Andy Tucker

  Andy Tucker

cc: Aiden Lee Ping Wei, Chief Executive Officer, Graphjet Technology

3

July 9, 2024
Aiden Lee Ping Wei
Chief Executive Officer
Graphjet Technology
Unit L4-E-8 Enterprise 4
Technology Park Malaysia
Bukit Jalil, 57000
Kuala Lumpur, Malaysia
Re:Graphjet Technology
Registration Statement on Form S-1
Filed June 25, 2024
File No. 333-280461
Dear Aiden Lee Ping Wei:
            We have conducted a limited review of your registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed June 25, 2024
Cover Page
1.For each of the shares and warrants being registered for resale, disclose the price that the
selling shareholders paid for such securities.
2.We note the significant number of redemptions of your Class A ordinary shares in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. We also note that some of
the shares being registered for resale were purchased by the selling shareholders for prices
considerably below the current market price of the Class A ordinary shares. Highlight the
significant negative impact sales of shares on this registration statement could have on the
public trading price of the Class A ordinary shares.

July 9, 2024
Page 2
Risk Factors, page 6
3.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A ordinary shares. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. Also disclose that even though the current trading
price is significantly below the SPAC IPO price, the private investors have an incentive to
sell because they will still profit on sales because of the lower price that they purchased
their shares than the public investors.
Graphjet Technology is subject to financial reporting and other requirements as a public
company..., page 22
4.We also note that you did not timely file a Form 10-Q for the quarter ended March 31,
2024. Update and revise your risk factor to state that you did not timely file the report and
that you may not be able to file timely in the future.
Management's Discussion and Analysis of Financial Condition and Results of Operations , page
27
5.We note that the projected revenues for 2023 were $839.4 million, as set forth in the
unaudited prospective financial information management prepared and provided to the
Board in connection with the evaluation of the Business Combination. It appears you have
not had any revenues or sales of your products to date. Please update your disclosure in
Liquidity and Capital Resources, and elsewhere, to provide updated information about the
company’s financial position and further risks to the business operations and liquidity in
light of these circumstances.
6.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
ordinary shares, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
7.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.
Signatures, page II-5
8.Please revise to identify the individuals signing in the capacities of your principal
executive officer, principal financial officer, and principal accounting officer or controller.
Refer to Instruction 1 to Signatures on Form S-1.
General
Revise your prospectus to disclose the price that each selling shareholders paid for the
ordinary shares and warrants being registered for resale. Highlight any differences in the
current trading price, the prices that the Sponsor, PIPE investor, and other selling 9.

July 9, 2024
Page 3
shareholders acquired their shares and warrants, and the price that the public
shareholders acquired their shares and warrants. Disclose that while the Sponsor, PIPE
investor, and other selling shareholders may experience a positive rate of return based on
the current trading price, the public shareholders may not experience a similar rate of
return on the securities they purchased due to differences in the purchase prices and the
current trading price. Please also disclose the potential profit the selling shareholders will
earn based on the current trading price. Lastly, please include appropriate risk factor
disclosure.
10.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. Non-exclusive examples of areas
where disclosure should be updated are as follows:

•Disclosure in the subsection entitled, "Pre-Business Combination Related Party
Transactions — Energem," that refers to the closing of the business combination and
associated events in the future tense or in hypothetical terms; and

•References throughout to "following the business combination" as a prospective
occurrence.
11.We note your disclosure on page 62 that your selling shareholders may use purchases by a
broker-dealer as principal to sell its securities. Please confirm your understanding that the
retention by a selling shareholder of an underwriter would constitute a material change to
your plan of distribution requiring a post-effective amendment. Refer to your undertaking
provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Patrick Fullem at 202-551-8337 or Jennifer Angelini at 202-551-3047 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Level
3, Tower 11, Avenue 5, No. 8,

Jalan
Kerinchi, Bangsar South

Wilayah
Persekutuan Kuala Lumpur, Malaysia

January
31, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E., Mail Stop 4561

Washington,
D.C. 20549

Attention:
Jennifer Angelini

    Re:
    Energem
    Corp.

    Registration
    Statement on Form S-4

    File
    No. 333-268716

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, Energem Corp., Inc. (the “Company”) hereby requests that the Securities
and Exchange Commission (the “Commission”) accelerate the effective date of the above-captioned Registration Statement in
order that the Registration Statement shall become effective at 9:00 A.M. (ET) on February 2, 2024, or as soon thereafter as practicable.

Please
contact Debbie Klis (202-935-3390) of Rimon P.C., counsel to the Company, with any questions about this acceleration request. Please
notify either of the foregoing when this request for acceleration of effectiveness of the Registration Statement has been granted.

    Very
    truly yours,

    Energem
    Corp.

    By:

    /s/
    Swee Guan Hoo

    Swee
    Guan Hoo

    Chief
    Executive Officer

United States securities and exchange commission logo
January 30, 2024
Swee Guan Hoo
Chief Executive Officer
Energem Corp
Level 3, Tower 11, Avenue 5, No. 8
Jalan Kerinchi, Bangsar South
Wilayah Persekutuan Kuala Lumpur, Malaysia
Re:Energem Corp
Preliminary Proxy on Schedule 14A
Filed January 16, 2024
File No. 001-41070
Dear Swee Guan Hoo:
            We have completed our review of your filings. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Debbie Klis

CORRESP
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    Debbie A. Klis, Partner

    1990 K Street, NW

    Suite 420

    Washington, D.C. 20006

    Tel: +1 202.935.3390

    Email: debbie.klis@rimonlaw.com

    January
    25, 2024

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. 11 to Registration
    Statement on Form S-4

    Filed January 12, 2024

    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 January 23, 2024 (the “Letter”), with respect to the Company’s Registration Statement on Form S-4 (the “Registration
Statement”). Contemporaneously, we are filing Amendment No. 12 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.

Amendment
No. 11 to Form S-4

General

1.
We note your response to prior comment 4. It appears that you commenced the offering of securities to the PIPE purchaser privately and
are attempting to complete the offering through a public offering. Please note that a transaction that commenced privately cannot be
converted to a registered offering. Refer to Question 134.02 of our Securities Act Sections Compliance and Disclosure Interpretations.
Please revise your disclosure accordingly.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that the Company, Graphjet and the PIPE Investor
executed and amended and restated share purchase agreement on January 24, 2024 to reflect the fact that within 60 calendar days after
the closing, combined entity the Company will file a registration statement with the SEC to register the resale or transfer of the Energem
Shares issued to the PIPE Investor. In addition, the Company amended the disclosure throughout the Amendment (see pages 6, 12, 32, 35, 53, 89 and 143) to
reflect the fact that securities acquired by the PIPE purchaser are not part of the registered offering on Form S-4, and that the combined
entity will file a registration statement with the SEC to register the resale or transfer of the Energem Shares issued to the PIPE Investor.

Note
2 - Summary of Significant Accounting Policies

Marketable
Securities Held in Trust Account, page F-27

2.
We note your disclosure on page F-27 that as of September 30, 2023, substantially all of the assets held in the Trust Account were
held in government securities. We also note your disclosure on page 49 that on or about August 8, 2023, you instructed Continental
Stock Transfer & Trust Company and J.P. Morgan Securities LLC to liquidate the U.S. government treasury obligations or money
market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of
consummation of your initial business combination or liquidation of the company. Please advise or reconcile the
discrepancy.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that the disclosure on page F-27 is correct
because as of September 30, 2023, substantially all of the assets held in the Trust Account were held in government securities as of
that date. The disclosure on page 49 of the Amendment has been corrected to advise that on August 8, 2023, Energem did indeed instruct
Continental Stock Transfer & Trust Company (“CSTT”) and J.P. Morgan Securities LLC to liquidate the U.S. government treasury
obligations, and directed these parties to transfer the funds in the Trust Account to Citi Agency & Trust (“Citi”), which
occurred on August 10, 2023, for investment in money market funds. Thereafter, pursuant to the executed Third Amendment to the Investment
Management Trust Agreement effective January 24, 2024 between the Company and CSTT, Citi was directed to liquidate the Company’s
investments in money market funds immediately and to hold all funds in the Trust Account in cash
in an interest-bearing demand deposit account until the earlier of consummation of our initial business combination or our liquidation
(see page 49).

*****

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

United States securities and exchange commission logo
January 23, 2024
Swee Guan Hoo
Chief Executive Officer
Energem Corp.
Level 3, Tower 11, Avenue 5, No. 8
Jalan Kerinchi, Bangsar South
Wilayah Persekutuan Kuala Lumpur, Malaysia
Re:Energem Corp.
Amendment No. 11 to Registration Statement on Form S-4
Filed January 12, 2024
File No. 333-268716
Dear Swee Guan Hoo:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 9, 2024, letter.
Amendment No. 11 to Form S-4
General
1.We note your response to prior comment 4. It appears that you commenced the offering of
securities to the PIPE purchaser privately and are attempting to complete the offering
through a public offering. Please note that a transaction that commenced privately cannot
be converted to a registered offering. Refer to Question 134.02 of our Securities Act
Sections Compliance and Disclosure Interpretations. Please revise your disclosure
accordingly.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 January 23, 2024 Page 2
 FirstName LastName
Swee Guan Hoo
Energem Corp.
January 23, 2024
Page 2
Note 2 - Summary of Significant Accounting Policies
Marketable Securities Held in Trust Account, page F-27
2.We note your disclosure on page F-27 that as of September 30, 2023, substantially all of
the assets held in the Trust Account were held in government securities. We also note
your disclosure on page 49 that on or about August 8, 2023, you instructed Continental
Stock Transfer & Trust Company and J.P. Morgan Securities LLC to liquidate the U.S.
government treasury obligations or money market funds held in the Trust Account and
thereafter to hold all funds in the Trust Account in cash until the earlier of consummation
of your initial business combination or liquidation of the company. Please advise or
reconcile the discrepancy.
            Please contact SiSi Cheng at 202-551-5004 or Melissa Gilmore at 202-551-3777 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at 202-551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Debbie Klis

CORRESP
1
filename1.htm

    Debbie
    A. Klis, Partner

    1990
    K Street, NW

    Suite
    420

    Washington,
    D.C. 20006

    Tel:
    +1 202.935.3390

    Email:
    debbie.klis@rimonlaw.com

    January
    11, 2024

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. 10 to Registration Statement on Form S-4

    Filed
    December 28, 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 January 9, 2024 (the “Letter”), with respect to the Company’s Registration Statement on Form S-4 (the “Registration
Statement”). Contemporaneously, we are filing Amendment No. 11 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.

Amendment
No. 10 to Form S-4

General

1.
We note revised disclosure on page 31 that indicates the lock-up period for the founder shares was increased from six to nine months
pursuant to the first amendment to the share purchase agreement, yet the amendment filed as Exhibit 10.27 and cited on page 91 does not
appear to reflect these provisions. Please revise to reconcile this apparent inconsistency or advise.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that it corrected the disclosure concerning the lock-up
of the Founder Shares on pages 31, 52, and 128.

2.
We note revised disclosure that the underwriters agreed in December 2023 to accept a portion of their deferred underwriting commission
as equity. Please file this agreement as an exhibit to your registration statement. Your disclosure indicates that the underwriters will
receive 202,500 shares of the combined entity at closing and the “difference in amount” (payable in cash or equity using
a five-day VWAP) if the aggregate VWAP as of shares as of the effectiveness date of the proxy statement/prospectus is less than $10 per
share. Since this effectiveness date will precede the closing of the business combination (and thus trading of combined entity shares),
please revise to clarify how the VWAP will be measured (for instance, by reference to your ordinary shares). Please also revise disclosure
on page 177 that refers to repricing of the equity to occur at nine months after closing using a 10-day VWAP for consistency, or advise.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that it has attached the requested agreement at Exhibit
10.29 and revised the discussion throughout the Amendment (see pages 14, 42, 43, 84, 165, 177, F-17, and F-33) to clarify that on the
Closing date, the Company will issue 202,500 Combined Entity ordinary shares to the underwriters and, further, that within 30 days of
the Closing, the Combined Entity shall cause to be registered under the Securities Act all of the Combined Entity Ordinary Shares that
EF Hutton has requested to be registered as well as the effect of a price decreased on such 202,500 shares on the effective date of such
new registration and the repricing that would occur if there is no effective registration for such 202,500 shares by the 12-month anniversary
of the Closing of the Business Combination (and the Company has struck references to the nine month repricing, which is not applicable).

Summary
of the Proxy Statement/Prospectus

PIPE
Investment, page 35

3.
We note your revised disclosure in this section and elsewhere in the registration statement, as well as the related share purchase agreement
filed as Exhibit 10.25 (“SPA”). Please further revise to clearly identify the (i) number of Graphjet shares being purchased
by the purchaser under the SPA and (ii) the date on which such shares were or will be purchased and the $2.5 million purchase price paid.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that it expanded its disclosure to identify the number
of Graphjet shares being purchased under the SPA and the date on which such shares were or will be purchased and the $2.5 million purchase
price paid (see pages 6, 12, 32, 35, 53, 56, 57, 89, 126, and 143). The Company has been informed by GraphJet that the PIPE Investment
will close immediately before the Energem shareholders meeting. As disclosed in the S-4, the aggregate number of shares issued to the
Graphjet shareholders as a whole is subject to downward adjustment based on closing debt, working capital and transaction expenses. At
this time, it is not anticipated that there will be a downward adjustment for closing debt or working capital. However, unless waived
or paid by Graphjet prior to the closing of the Business Combination, there will an adjustment for transaction expenses. However, assuming,
for example, that unpaid transaction expenses are zero, and based on the ratio of outstanding shares of Graphjet to the number
of Graphjet shares to be received by the Graphjet shareholders, the number of Graphjet shares to be purchased by the PIPE Investor would
be 4,530. If the unpaid transaction expenses totaled $3,000,000, then Graphjet receives 300,000 fewer shares. Than that means
that the PIPE Investor receives fewer Graphjet shares to obtain the same 250,000 shares post-Closing.

4.
We note your disclosure that the issuance of the Combined Entity Ordinary Shares to the PIPE Investor in exchange for the Graphjet Pre-Transaction
Shares shall be from shares registered under this registration statement. Please provide your legal analysis as to why it is appropriate
to register the primary issuance of such shares.

Response:
The Securities Act transactions associated with the issuance of the Combined Entity Ordinary Shares to the PIPE Investor in exchange
for the Graphjet Pre-Transaction Shares are covered by this registration statement, in view of the following. First, the Company is registering
the sale of 138,000,000 Class A Ordinary Shares, which will be issued in exchange for all of the equity interests issued and outstanding
of Graphjet in connection with the closing of the Business Combination. Second, Graphjet will issue its ordinary shares being purchased
by the PIPE purchaser under the Securities Purchase Agreement before the closing of the Business Combination. Third, the date on which
the PIPE purchaser’s Graphjet ordinary shares will be exchanged for the Combined Entity Ordinary Shares, (a) the PIPE purchaser
will have previously joined the ranks of the Selling Shareholders contemplated in the Share Purchase Agreement between Energem and Graphjet,
and (b) the Combined Entity Ordinary Shares issued to the PIPE purchaser at the closing of the Business Combination are part of the 138,000,000
Class A Ordinary Shares are covered by this registration statement.

The
Company is contractually obligated to issue registered shares at the closing of the Business. Additionally, the Company believes that
under these circumstances the primary issuance of the registered Combined Entity Ordinary Shares to the PIPE purchaser is not inconsistent
with Securities Act Sections 2(a)(3) and 5.

5.
We note your disclosure that if the consummation of the Business Combination does not occur on or prior to March 31, 2024, Graphjet shall
return the Purchase Price to the PIPE Investor by the close of business on March 31, 2024 and that Graphjet and Energem agree that for
each day following March 31, 2024 that the return of the Purchase Price is delayed, interest shall accrue. Please revise to clarify the
entity responsible for returning the Purchase Price to the PIPE Investor. In that regard, we note that the Share Purchase Agreement states
that the “Company Shareholders” shall return the Purchase Price to the Purchaser. The term “Company Shareholders”
is not defined. If Energem is responsible for returning the Purchase Price, then please address any risks associated with this responsibility.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that it revised the discussion (see pages 6, 12, 32,
35, 53, 56, 57, 89, 126, and 143) to clarify that Graphjet will be responsible for returning the Purchase Price to the PIPE Investor.
The Purchase Price is only returned in the event the closing does not occur so there would be no Combined Entity and Energem would have
no liability for the Purchase Price paid to GraphJet. While Energem is a party to the Share Purchase Agreement for purposes of its commitment
to issue the shares to the PIPE Investor at Closing, and thus have agreed to the concept of interest, there is no liability on Energem
for that interest because there would have been no Closing if the Purchase Price would be required to be returned to the PIPE Investor.
The parties have revised the Share Purchase Agreement to clarify that Energem has no liability for interest or the return of the Purchase
Price and attached it at Exhibit 10.30 to the Amendment.

6.
We note your disclosure that the 250,000 Pre-Transaction Shares shall be cancelled. Please revise to identify the entity responsible
for cancelling the Graphjet shares issued to the Purchaser. In this regard, we note the SPA states that the purchaser shall promptly
take such reasonable actions as requested by the “Company Shareholders” with respect to the cancellation of the shares.

Response:
The Company respectfully acknowledges the Staff’s comment. As noted above, and based on those assumptions, the number of shares
that are being purchased from Graphjet is 4,530. However, the number of shares they are to acquire post-closing is fixed at 250,000.
To the extent the Business Combination does not occur and the Purchase Price is refunded, Graphjet will cancel the Graphjet shares issued
to the PIPE Investor.

7.
We note your disclosure indicating that the SPA will terminate if the issuance of combined entity shares to the purchaser in exchange
for Graphjet shares does not occur by March 31, 2024, while Section 6 of the SPA provides December 31, 2023. Please reconcile this apparent
inconsistency.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that it amended the Share Purchase Agreement to correct
the expiry date and attached it at Exhibit 10.30 to the Amendment.

Unaudited
Pro Forma Condensed Combined Financial Information

Notes
to the Unaudited Pro Forma Condensed Combined Financial Statements, page 177

8.
Please expand Note 3 (B) to more fully discuss any potential compensation to the underwriters at closing either in cash or shares for
the Difference in Amount, similar to your disclosure on page F-17. Please clearly describe how the Difference in Amount will be calculated
and if a cash payment will be required.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it has revised Note 3(B) to more fully
discuss any potential compensation to the underwriters at page 177.

*****

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

United States securities and exchange commission logo
January 9, 2024
Swee Guan Hoo
Chief Executive Officer
Energem Corp.
Level 3, Tower 11, Avenue 5, No. 8
Jalan Kerinchi, Bangsar South
Wilayah Persekutuan Kuala Lumpur, Malaysia
Re:Energem Corp.
Amendment No. 10 to Registration Statement on Form S-4
Filed December 28, 2023
File No. 333-268716
Dear Swee Guan Hoo:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 23, 2023, letter.
Amendment No. 10 to Form S-4
General
1.We note revised disclosure on page 31 that indicates the lock-up period for the founder
shares was increased from six to nine months pursuant to the first amendment to the share
purchase agreement, yet the amendment filed as Exhibit 10.27 and cited on page 91 does
not appear to reflect these provisions. Please revise to reconcile this apparent
inconsistency or advise.
2.We note revised disclosure that the underwriters agreed in December 2023 to accept a
portion of their deferred underwriting commission as equity. Please file this agreement as
an exhibit to your registration statement. Your disclosure indicates that the underwriters
will receive 202,500 shares of the combined entity at closing and the "difference in

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 January 9, 2024 Page 2
 FirstName LastName
Swee Guan Hoo
Energem Corp.
January 9, 2024
Page 2
amount" (payable in cash or equity using a five-day VWAP) if the aggregate VWAP as of
shares as of the effectiveness date of the proxy statement/prospectus is less than $10 per
share. Since this effectiveness date will precede the closing of the business combination
(and thus trading of combined entity shares), please revise to clarify how the VWAP will
be measured (for instance, by reference to your ordinary shares). Please also revise
disclosure on page 177 that refers to repricing of the equity to occur at nine months after
closing using a 10-day VWAP for consistency, or advise.
Summary of the Proxy Statement/Prospectus
PIPE Investment, page 35
3.We note your revised disclosure in this section and elsewhere in the registration statement,
as well as the related share purchase agreement filed as Exhibit 10.25 ("SPA"). Please
further revise to clearly identify the (i) number of Graphjet shares being purchased by the
purchaser under the SPA and (ii) the date on which such shares were or will be purchased
and the $2.5 million purchase price paid.
4.We note your disclosure that the issuance of the Combined Entity Ordinary Shares to the
PIPE Investor in exchange for the Graphjet Pre-Transaction Shares shall be from shares
registered under this registration statement. Please provide your legal analysis as to why it
is appropriate to register the primary issuance of such shares.
5.We note your disclosure that if the consummation of the Business Combination does not
occur on or prior to March 31, 2024, Graphjet shall return the Purchase Price to the PIPE
Investor by the close of business on March 31, 2024 and that Graphjet and Energem agree
that for each day following March 31, 2024 that the return of the Purchase Price is
delayed, interest shall accrue. Please revise to clarify the entity responsible for returning
the Purchase Price to the PIPE Investor. In that regard, we note that the Share Purchase
Agreement states that the "Company Shareholders" shall return the Purchase Price to the
Purchaser. The term "Company Shareholders" is not defined. If Energem is responsible
for returning the Purchase Price, then please address any risks associated with this
responsibility.
6.We note your disclosure that the 250,000 Pre-Transaction Shares shall be
cancelled. Please revise to identify the entity responsible for cancelling the Graphjet
shares issued to the Purchaser. In this regard, we note the SPA states that the purchaser
shall promptly take such reasonable actions as requested by the "Company Shareholders"
with respect to the cancellation of the shares.
7.We note your disclosure indicating that the SPA will terminate if the issuance of
combined entity shares to the purchaser in exchange for Graphjet shares does not occur by
March 31, 2024, while Section 6 of the SPA provides December 31, 2023. Please
reconcile this apparent inconsistency.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 January 9, 2024 Page 3
 FirstName LastName
Swee Guan Hoo
Energem Corp.
January 9, 2024
Page 3
Unaudited Pro Forma Condensed Combined Financial Information
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements, page 177
8.Please expand Note 3 (B) to more fully discuss any potential compensation to the
underwriters at closing either in cash or shares for the Difference in Amount, similar to
your disclosure on page F-17. Please clearly describe how the Difference in Amount will
be calculated and if a cash payment will be required.
            Please contact SiSi Cheng at 202-551-5004 or Melissa Gilmore at 202-551-3777 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at 202-551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Debbie Klis

CORRESP
1
filename1.htm

  Debbie A. Klis, Partner

1990
K Street, NW

  Suite
420

  Washington,
D.C. 20006

  Tel: +1 202.935.3390

  Email:
deborrah.klis@rimonlaw.com

    December 28, 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. 9 to Registration Statement on Form S-4

    Filed
    October 10, 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 October 23, 2023 (the “Letter”), with respect to the Company’s Registration Statement on Form S-4 (the “Registration
Statement”). Contemporaneously, we are filing Amendment No. 10 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.

    1.
    We
    note your response to prior comment 7 and reissue our comment. Please revise to disclose that the PIPE may be terminated before the
    business combination is completed and to discuss the related risks. In this regard, we note that the amended PIPE term sheet has
    a termination date of December 31, 2023, and that the SEPA has already been terminated, while your business combination deadline
    is disclosed as February 18, 2024.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it has revised the Amendment to disclose
the new PIPE investor that the PIPE may be terminated before the business combination is completed and to discuss the related
risks. Please see page 53.

Australia
| Canada | China | Colombia | France | Germany | Israel | Morocco

South Korea | United Arab Emirates | United Kingdom | United States

    December
    28, 2023

Risk
Factors

“Your
ownership percentage in the Combined Entity...”, page 43

    2.
    The
    no redemption scenario presented in the table on page 43 does not appear to total correctly. Please revise.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that it corrected the total presented in the table on
page 43.

Proposal
No. 2 - The Business Combination Proposal Pro Forma Capitalization, page 78

    3.
    We
    note the footnote numbers presented in the first table on page 78 do not appear to have any corresponding footnotes. Please revise.
    We also note the table appears to exclude shares underlying public and private placement warrants as well as shares issuable under
    the Equity incentive plan. Please explain the purpose of the table and why you believe presenting the table provides meaningful information
    to investors.

Response:
The Company respectfully acknowledges the Staff’s comment and advise in response that the Amendment has been revised to include
the corresponding footnotes including to note that the pro forma capitalization presented in the table does not include shares underlying
public and private placement warrants or the Equity incentive plan. Regarding the purpose of the first table is to disclose post-Closing
ownership percentages and potential dilution before the inclusion of dilution potential from exercise of the placement warrants and the
private warrants and issuances under the equity incentive plan, as a comparison to the third table on page 82, which includes dilution
potential from exercise of the placement warrants and the private warrants and issuances under the equity incentive plan.

Index
to Financial Statements, page F-1

    4.
    Please
    change the header to Energem’s interim financial statements from “Unaudited Financial Statements for the Nine Months
    Ended June 30, 2023 and December 31, 2022” to “Unaudited Financial Statements for the Six Months Ended June 30, 2023
    and June 30, 2022.”

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that the Amendment reflects the change requested
on page F-1.

 Exhibits

    5.
    We
    note your response to prior comment 11. It appears that the Second Amended and Restated Articles of Association was inadvertently
    removed from the index. Please advise or revise.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it has updated its exhibits to reinsert
the Second Amended Articles of Association.

    2 | P A G E

    December
    28, 2023

 General

    6.
    We
    note your response to prior comment 1 including your assertion that “November 18, 2023,” as opposed to “February
    18, 2024,” was a “typo” in the preliminary proxy statement filed on July 14, 2023. This “typo” was
    repeated in the definitive proxy statement filed on July 24, 2023. We also note that the proposals contained on the proxy card provided
    in your response are significantly different than the proposals contained on the proxy card included in the definitive proxy statement,
    notwithstanding the requirement in Exchange Act Rule 14a-6(b) that the registrant file with the Commission the form of proxy that
    is to be sent to security holders. We also note that the definitive proxy statement includes numerous references to November 18,
    2023 as the extension date and does not include any reference to February 18, 2024 as the extension date. Collectively, these deficiencies
    raise doubt as to whether the twenty-two instances of “November 18, 2023” were actual typos as opposed to only nine references
    to “six (6) one-month extensions” and create uncertainty as to what length of extension shareholders approved. In light
    of this uncertainty, the requirements of Exchange Act Rule 14a-6(b) and Rule 14a- 9, and potential liabilities resulting from the
    registrant acting in contravention of such requirements, please revise the proxy statement/prospectus to include a discussion of
    any risks related to such uncertainty and potential liabilities so that shareholders will have sufficient information to make a fully
    informed voting decision with respect to each of the proposals.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it has revised the Amendment to include
a discussion of any risks related to such uncertainty and potential liabilities so that shareholders will have sufficient information
to make a fully informed voting decision with respect to the proposals (see page 47).

*****

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

    3 | P A G E

United States securities and exchange commission logo
October 23, 2023
Swee Guan Hoo
Chief Executive Officer
Energem Corp.
Level 3, Tower 11, Avenue 5, No. 8
Jalan Kerinchi, Bangsar South
Wilayah Persekutuan Kuala Lumpur, Malaysia
Re:Energem Corp.
Amendment No. 9 to Registration Statement on Form S-4
Filed October 10, 202
File No. 333-268716
Dear Swee Guan Hoo:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 4, 2023 letter.
Amendment No. 9 to Form S-4
Risk Factors, page 42
1.We note your response to prior comment 7 and reissue our comment. Please revise to
disclose that the PIPE may be terminated before the business combination is completed
and to discuss the related risks. In this regard, we note that the amended PIPE term sheet
has a termination date of December 31, 2023, and that the SEPA has already been
terminated, while your business combination deadline is disclosed as February 18, 2024.
Risk Factors
"Your ownership percentage in the Combined Entity...", page 43
2.The no redemption scenario presented in the table on page 43 does not appear to total
correctly. Please revise.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 October 23, 2023 Page 2
 FirstName LastNameSwee Guan Hoo
Energem Corp.
October 23, 2023
Page 2

Proposal No. 2 - The Business Combination Proposal
Pro Forma Capitalization, page 78
3.We note the footnote numbers presented in the first table on page 78 do not appear to have
any corresponding footnotes. Please revise. We also note the table appears to exclude
shares underlying public and private placement warrants as well as shares issuable under
the Equity incentive plan. Please explain the purpose of the table and why you believe
presenting the table provides meaningful information to investors.
Index to Financial Statements, page F-1
4.Please change the header to Energem’s interim financial statements from “Unaudited
Financial Statements for the Nine Months Ended June 30, 2023 and December 31, 2022”
to “Unaudited Financial Statements for the Six Months Ended June 30, 2023 and June 30,
2022.”

Exhibits
5.We note your response to prior comment 11. It appears that the Second Amended and
Restated Articles of Association was inadvertently removed from the index. Please advise
or revise.
General
6.We note your response to prior comment 1 including your assertion that “November 18,
2023,” as opposed to “February 18, 2024,” was a “typo” in the preliminary proxy
statement filed on July 14, 2023.  This “typo” was repeated in the definitive proxy
statement filed on July 24, 2023.  We also note that the proposals contained on the proxy
card provided in your response are significantly different than the proposals contained on
the proxy card included in the definitive proxy statement, notwithstanding the requirement
in Exchange Act Rule 14a-6(b) that the registrant file with the Commission the form of
proxy that is to be sent to security holders. We also note that the definitive proxy
statement includes numerous references to November 18, 2023 as the extension date and
does not include any reference to February 18, 2024 as the extension date.  Collectively,
these deficiencies raise doubt as to whether the twenty-two instances of “November 18,
2023” were actual typos as opposed to only nine references to “six (6) one-month
extensions” and create uncertainty as to what length of extension shareholders approved.
In light of this uncertainty, the requirements of Exchange Act Rule 14a-6(b) and Rule 14a-
9, and potential liabilities resulting from the registrant acting in contravention of such
requirements, please revise the proxy statement/prospectus to include a discussion of any
risks related to such uncertainty and potential liabilities so that shareholders will have
sufficient information to make a fully informed voting decision with respect to each of the

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 October 23, 2023 Page 3
 FirstName LastName
Swee Guan Hoo
Energem Corp.
October 23, 2023
Page 3
proposals.
            Please contact SiSi Cheng at 202-551-5004 or Melissa Gilmore at 202-551-3777 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at 202-551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Debbie Klis

CORRESP
1
filename1.htm

Debbie
A. Klis, Partner

1990
K Street, NW, Suite 420

Washington,
D.C. 20006

Tel: +1 202.935.3390

Email:
debbie.klis@rimonlaw.com

  October 10,
  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. 8 to Registration Statement on Form S-4

    Filed
    September 26, 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 October 4, 2023 (the “Letter”), with respect to the Company’s Registration Statement on Form S-4 (the “Registration
Statement”). Contemporaneously, we are filing Amendment No. 9 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.

Amendment
No. 8 to Form S-4

General

1.
We note that your preliminary proxy statement filed on July 14, 2023, and definitive proxy statement filed on July 24, 2023, make specific
reference to November 18, 2023, as the extended date for which shareholder approval was sought, and make no reference to February 18,
2024. Accordingly, it appears that the shareholder meeting held on August 10, 2023, approved November 18, 2023 (and not February 18,
2024), as the new extension deadline. Please revise disclosure throughout your Form S-4 to reflect November 18, 2023, as the extension
deadline approved by the shareholder meeting held on August 10, 2023, or advise. Additionally ensure that your articles of association
and the trust agreement are amended for consistency.

Response:
The Company respectfully acknowledges the Staff’s comment and humbly advises in response that the insertion of November 18,
2023 (and not February 18, 2024) is a typo in the preliminary proxy statement filed on July 14, 2023, and the definitive proxy statement
filed on July 24, 2023. However, nowhere, in either the preliminary proxy statement or the definitive proxy statement, is it written
that the Company sought to extend the period to complete the business combination for only three months from August 18, 2023. All discussions
in the preliminary proxy statement and definitive proxy statement reference a six month extension. Moreover, the definitive proxy
card sent to the Company’s shareholders and used at the extraordinary general meeting referenced the request for a six month extension
(with no end date noted), as follows in this snapshot to the Company’s definitive proxy card sent to shareholders:

    2 | P a g e

In
addition, the Company’s meeting agenda shared with its shareholders before and during the meeting also provided clearly that the
extension was for six months to February 18, 2024, as inset here:

ENERGEM
CORP.

AGENDA
FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

AUGUST
10, 2023

  1. Call
                                            to Order

 2. Introductions
                                            and Announcements

 3. Report
                                            on Notice of Meeting and Quorum

 4. Proposals
                                            to be Presented

(a)
Proposal 1: a proposal to amend the Company’s amended and restated articles of association (the “Energem M&A”)
in the form set forth in Annex A to the accompanying Proxy Statement, which we refer to as the “Extension Amendment,”
giving the Company the right to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business
combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase
100% of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering
that closed on November 18, 2021 (the “IPO”) from August 18, 2023 (the “Termination Date”)
up to six (6) one-month extensions to February 18, 2024 (which we refer to as the “Extension”, and such later
date, the “Extended Date”) (such proposal is the “Extension Amendment Proposal”).
For the purposes of the laws of the Cayman Islands, the full text of the special resolution is as follows: “RESOLVED, as a special
resolution, that subject to and conditional upon the trust account, which is governed by the investment management trust agreement entered
into between the Company and Continental Stock Transfer & Trust Company on 18 November 2021, and amended by the First Amendment to
the Investment Management Trust Agreement effective November 18, 2022 (the “Trust Agreement”), having net tangible
assets of at least US $5,000,001 as at the date of this special resolution, the amended articles of association, a copy of which is attached
to the accompanying proxy statement as Annex A, be and are hereby adopted as the articles of association of the Company in substitution
for and to the exclusion of the Company’s existing articles of association”.

(b)
Proposal 2: a proposal to further amend the Investment Management Trust Agreement (the “Trust Agreement”)
entered into between Continental Stock Transfer & Trust Company, as trustee (“Continental”) and the Company
governing the trust account (the “Trust Account”) established in connection with the IPO dated November 18,
2021 and amended effective November 18, 2022 (the “Trust Amendment”), pursuant to an amendment to the Trust
Agreement in the form set forth in Annex B to the accompanying Proxy Statement to extend the date on which Continental must liquidate
the Trust Account if the Company has not completed its initial business combination, from August 18, 2023 to February 18, 2024 (or such
earlier date after August 18, 2023 but before February 18, 2024, as may be determined by the Energem Board) (such proposal is the “Trust
Amendment Proposal”).

(c)
Proposal 3: a proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary,
to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with,
the approval of the Extension Amendment Proposal and the Trust Amendment Proposal, which proposal we refer to as the “Adjournment
Proposal,” and which will be presented only if there are not sufficient votes to approve the Extension Amendment Proposal
and the Trust Amendment Proposal.

5.
Results of Voting

6.
Conclusion of the Meeting

    3 | P a g e

Accordingly,
the Company has not revised the disclosure in the S-4 to reflect November 18, 2023, as the termination of the extension period, because
the Company’s shareholders approved a six-month extension to the deadline at the meeting held on August 10, 2023. Accordingly,
the Company has not amended its articles of association or the trust agreement because they are in line with the six-month extension.
We need Nelson Mullins to confirm this response is sufficient.

2.
We note that the definition of “Public Units” on page six indicates that each public unit consists of one public share and
one-half of one public warrant. However, the Form S-1 filed in connection with your initial public offering discloses that each
public unit consists of one public share and one public warrant. Please revise or explain this apparent inconsistency. In addition,
we note that the ownership tables on pages 41, 43, and 78 (in addition to the footnote to the table on page 174) include 4,152,778 public
warrants, which does not appear to correspond to the 11,500,000 units issued in your initial public offering. Please revise or explain
the difference in outstanding public warrants. In this regard, we note that the warrant agreement filed as Exhibit 4.1 refers to 11,500,000
warrants, each exercisable for one share.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that it corrected the definition of Public Units accordingly
and corrected the ownership tables on pages 41, 43, and 78 and the footnote to the table on page 174.

3.
We note that the term “Private Placement Warrant(s)” is used, but does not appear to be defined and, according to the tables
on pages 41, 43, and 78 (and the footnote to the table on page 174), represents 190,694 shares. By contrast, the term “Placement
Warrants” is defined on page 6, and appears to represent 528,075 shares. Please revise your disclosure to reconcile these apparent
inconsistencies or explain. In addition, revise your disclosure to clearly describe how the private placement warrants will be treated
in the business combination. To the extent that private placement warrants will have provisions that differ from public warrants following
the business combination, revise the description of warrants on page 128 to discuss these differences.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that the Amendment reflects the removal of
the five references of “Private Placement Warrant” and corrects the number of outstanding Placement Warrants. In addition,
on pages 6, 51, 123 and 128 of the Amendment, the Company revised the disclosure to clearly describe how the Placement Warrants
will be treated in the business combination.

4.
Please update information in your registration statement as of the most recent practicable date. For instance, and without limitation,
we note that the amount owing to the sponsor under the promissory note is disclosed as of June 30, 2023.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it updated the information in the Amendment,
as of the most recent practicable date, including the amount owing to the Sponsor under the promissory note (see pages 16, 30, 44,
51, 75, 124, 161, and 170).

    4 | P a g e

Summary
of the Proxy Statement/Prospectus, page 22

5.
Please revise the diagram representing the post-business combination structure on page 23 to reflect the number of public shareholders
following redemptions in connection with your shareholder meeting on August 10, 2023. We note that the diagram discloses 3,593,769 shares
held by the sponsor, directors, and officers, which does not appear to correspond to the 3,403,075 Class A and Class B shares held by
these parties according to the table of beneficial ownership on page 122. Please revise or include appropriate disclosure to reconcile
this apparent inconsistency.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it amended the diagram representing
the pre- and post-business combination structures to reflect the number of public shareholders following redemptions
contemporaneous to the Company’s shareholder meeting on August 10, 2023.

Summary
Unaudited Pro Forma Condensed Combined Financial Information

Introduction,
page 39

6.
We note your disclosures on pages 39 and 168 that because Graphjet’s fiscal year end is different from Energem’s fiscal
year end, the financial information for the nine months ended June 30, 2023 and the year ended September 30, 2022 was determined by
adjusting for the Energem’s financial information for three months ended December 31, 2022 and 2021, respectively, which you
state is included elsewhere in the filing but does not to appear to be included as such. In order for investors to more easily
reconcile the disclosures in the pro forma Statement of Operations, please revise Note 2 to separately present the amounts from
Energem’s financial statements for the three months ended December 31, 2021 and 2022 to reconcile to the amounts presented for
the nine months ended June 30, 2023 and the twelve months ended September 30, 2022 in each of the pro forma Statement of
Operations.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it has revised Note 2 (see page 173)
to present the amounts from the Company’s financial statements for the three months ended December 31, 2021 and 2022 separately
in order to reconcile to the amounts presented for the nine months ended June 30, 2023 and the twelve months ended September 30,
2022 in each of the pro forma Statement of Operations.

Risk
Factors, page 42

7.
Please revise to disclose that the PIPE may be terminated before the business combination is completed and to discuss the related risks.
In this regard, we note that the PIPE term sheet has a termination date of October 31, 2023, and that the SEPA has already been terminated.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it has revised the Amendment to disclose
that the PIPE may be terminated before the business combination is completed and to discuss the related risks. We note further that the
PIPE term sheet has been amended to extend the termination date to December 31, 2023, which amended PIPE term sheet executed on October
6, 2023 is attached at Exhibit 10.26.

    5 | P a g e

Energem’s
listed securities may be subject to de-listing by Nasdaq, page 50

8.
Please update to discuss whether you regained compliance with the Nasdaq minimum value listing requirement by the September 27, 2023,
deadline. Describe any ongoing consequences and related risks to you and investors.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it filed a Nasdaq Transfer Application
(see Record Id for this form #240925) on September 27, 2023 to move Energem Corp to The Nasdaq Capital Market, which Nasdaq
Transfer Application is currently under review by Nasdaq. Energem anticipates complying with the listing requirements of Nasdaq Capital
Market. The Company added additional disclosure to the introduction to the proxy statement/prospectus and to the Risk Factors section
on pages 50 and 65 of the Amendment.

Proposal
No. 2—The Business Combination Proposal

Background
of the Business Combination, page 79

9.
Your disclosure on page 80 that, “At this junction, EF Hutton has not performed additional services and is not entitled to additional
fees,” appears inconsistent with disclosure on page 169 that indicates EF Hutton will be paid a PIPE placement fee of 6% ($600,000)
at closing. Please revise to reconcile and to disclose whether this fee is contingent upon completion of the business combination.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it has corrected the disclosure on Page
79 of the Amendment to reflect the commission due to EF Hutton related to the PIPE.

Graphjet
Technology SDN. BHD.

Financial
Statements, page F-34

10.
Please provide updated interim financial statements and related disclosures for Graphjet as required by Rule 8-08 of Regulation S-X for
the appropriate period of nine months ended June 30, 2023. Please also ensure your reference to the periods covered by Graphjet’s
interim financial statements on pages 39, 168 and F-1 are consistent with the financial statements included in the filing.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it has updated Graphjet’s
interim financial statements and related disclosures for the appropriate period
of nine months ended June 30, 2023 and amended the references to the periods covered by Graphjet’s interim financial statements
(see pages 39, 168 and F-1).

Exhibits

1

United States securities and exchange commission logo
October 4, 2023
Swee Guan Hoo
Chief Executive Officer
Energem Corp.
Level 3, Tower 11, Avenue 5, No. 8
Jalan Kerinchi, Bangsar South
Wilayah Persekutuan Kuala Lumpur, Malaysia
Re:Energem Corp.
Amendment No. 8 to Registration Statement on Form S-4
Filed September 26, 2023
File No. 333-268716
Dear Swee Guan Hoo:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 6, 2023, letter.
Amendment No. 8 to Form S-4
General
1.We note that your preliminary proxy statement filed on July 14, 2023, and definitive
proxy statement filed on July 24, 2023, make specific reference to November 18, 2023, as
the extended date for which shareholder approval was sought, and make no reference to
February 18, 2024. Accordingly, it appears that the shareholder meeting held on August
10, 2023, approved November 18, 2023 (and not February 18, 2024), as the new extension
deadline. Please revise disclosure throughout your Form S-4 to reflect November 18,
2023, as the extension deadline approved by the shareholder meeting held on August 10,
2023, or advise. Additionally ensure that your articles of association and the trust
agreement are amended for consistency.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 October 4, 2023 Page 2
 FirstName LastNameSwee Guan Hoo
Energem Corp.
October 4, 2023
Page 2
2.We note that the definition of "Public Units” on page six indicates that each public unit
consists of one public share and one-half of one public warrant. However, the Form S-1
filed in connection with your initial public offering discloses that each public unit consists
of one public share and one public warrant. Please revise or explain this apparent
inconsistency. In addition, we note that the ownership tables on pages 41, 43, and 78 (in
addition to the footnote to the table on page 174) include 4,152,778 public warrants,
which does not appear to correspond to the 11,500,000 units issued in your initial public
offering. Please revise or explain the difference in outstanding public warrants. In this
regard, we note that the warrant agreement filed as Exhibit 4.1 refers to 11,500,000
warrants, each exercisable for one share.
3.We note that the term "Private Placement Warrant(s)" is used, but does not appear to be
defined and, according to the tables on pages 41, 43, and 78 (and the footnote to the table
on page 174), represents 190,694 shares. By contrast, the term "Placement Warrants" is
defined on page 6, and appears to represent 528,075 shares. Please revise your disclosure
to reconcile these apparent inconsistencies or explain. In addition, revise your disclosure
to clearly describe how the private placement warrants will be treated in the business
combination. To the extent that private placement warrants will have provisions that differ
from public warrants following the business combination, revise the description of
warrants on page 128 to discuss these differences.
4.Please update information in your registration statement as of the most recent practicable
date. For instance, and without limitation, we note that the amount owing to the sponsor
under the promissory note is disclosed as of June 30, 2023.
Summary of the Proxy Statement/Prospectus, page 22
5.Please revise the diagram representing the post-business combination structure on page 23
to reflect the number of public shareholders following redemptions in connection with
your shareholder meeting on August 10, 2023. We note that the diagram discloses
3,593,769 shares held by the sponsor, directors, and officers, which does not appear to
correspond to the 3,403,075 Class A and Class B shares held by these parties according to
the table of beneficial ownership on page 122. Please revise or include appropriate
disclosure to reconcile this apparent inconsistency.
Summary Unaudited Pro Forma Condensed Combined Financial Information
Introduction, page 39
6.We note your disclosures on pages 39 and 168 that because Graphjet's fiscal year end is
different from Energem's fiscal year end, the financial information for the nine months
ended June 30, 2023 and the year ended September 30, 2022 was determined by adjusting
for the Energem's financial information for three months ended December 31, 2022 and
2021, respectively, which you state is included elsewhere in the filing but does not to
appear to be included as such. In order for investors to more easily reconcile the
disclosures in the pro forma Statement of Operations, please revise Note 2 to separately

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 October 4, 2023 Page 3
 FirstName LastName
Swee Guan Hoo
Energem Corp.
October 4, 2023
Page 3
present the amounts from Energem's financial statements for the three months ended
December 31, 2021 and 2022 to reconcile to the amounts presented for the nine months
ended June 30, 2023 and the twelve months ended September 30, 2022 in each
of the pro forma Statement of Operations.
Risk Factors, page 42
7.Please revise to disclose that the PIPE may be terminated before the business combination
is completed and to discuss the related risks. In this regard, we note that the PIPE term
sheet has a termination date of October 31, 2023, and that the SEPA has already been
terminated.
Energem's listed securities may be subject to de-listing by Nasdaq, page 50
8.Please update to discuss whether you regained compliance with the Nasdaq minimum
value listing requirement by the September 27, 2023, deadline. Describe any
ongoing consequences and related risks to you and investors.
Proposal No. 2--The Business Combination Proposal
Background of the Business Combination, page 79
9.Your disclosure on page 80 that, "At this junction, EF Hutton has not performed
additional services and is not entitled to additional fees," appears inconsistent with
disclosure on page 169 that indicates EF Hutton will be paid a PIPE placement fee of 6%
($600,000) at closing. Please revise to reconcile and to disclose whether this fee is
contingent upon completion of the business combination.
Graphjet Technology SDN. BHD.
Financial Statements, page F-34
10.Please provide updated interim financial statements and related disclosures for Graphjet as
required by Rule 8-08 of Regulation S-X for the appropriate period of nine months ended
June 30, 2023. Please also ensure your reference to the periods covered by Graphjet’s
interim financial statements on pages 39, 168 and F-1 are consistent with the financial
statements included in the filing.
Exhibits
11.Please file updated exhibits to your registration statement. In this regard, we note the third
amended articles of association, amended trust agreement, amended share purchase
agreement, and lock-up agreement filed on Forms 8-K on August 16 and September 7,
2023. Additionally file any further amendments to your articles of association and the
trust agreement.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 October 4, 2023 Page 4
 FirstName LastName
Swee Guan Hoo
Energem Corp.
October 4, 2023
Page 4
            Please contact SiSi Cheng at 202-551-5004 or Melissa Gilmore at 202-551-3777 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at 202-551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Debbie Klis

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.

United States securities and exchange commission logo
July 6, 2023
Swee Guan Hoo
Chief Executive Officer
Energem Corp.
Level 3, Tower 11, Avenue 5, No. 8
Jalan Kerinchi, Bangsar South
Wilayah Persekutuan Kuala Lumpur, Malaysia
Re:Energem Corp.
Amendment No. 7 to Registration Statement on Form S-4
Filed June 30, 2023
File No. 333-268716
Dear Swee Guan Hoo:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 26, 2023 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.
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

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 July 6, 2023 Page 2
 FirstName LastNameSwee Guan Hoo
Energem Corp.
July 6, 2023
Page 2
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.
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.

            You may contact SiSi Cheng at 202-551-5004 or Hugh West at 202-551-3872 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at 202-551-3754 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 July 6, 2023 Page 3
 FirstName LastName
Swee Guan Hoo
Energem Corp.
July 6, 2023
Page 3
cc:       Debbie Klis

CORRESP
1
filename1.htm

June
30, 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. 6 to Registration Statement on Form S-4

    Filed
    June 15, 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 26, 2023 (the “Letter”), with respect to the Company’s Registration Statement on Form S-4 (the “Registration
Statement”). Contemporaneously, we are filing Amendment No. 7 to the Registration Statement (“Amendment No. 7”) 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. 6 to Registration Statement on Form S-4

Unaudited
Pro Forma Condensed Combined Financial Information, page 169

1.
We note your response and the updated disclosure on page 169 in response to prior comment 5 and reissue. You state that in the event
of cash shortfalls, you expect to “draw down approximately $7 million under the executed Standby Equity Purchase Agreement with
YA II” to cover certain transaction expenses at the closing of the Business Combination. Please revise to more accurately describe
your funding access under the agreement. In this regard, we note based on your disclosure on page 139 that the agreement does not appear
to provide a credit facility on which you may draw down at the closing of the Business Combination, but rather grants you the right to
issue and sell an aggregate amount of up to $200 million of Combined Entity Ordinary Shares to YA II after the completion of the Business
Combination, subject to certain limitations. In addition, as we previously requested, please tell us why you believe it is appropriate
to present a pro forma negative cash balance, as opposed to a liability.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that in its Amendment No. 6 to Registration Statement on
Form S-4, the Company wrote that, if needed, the Combined Entity expects to draw approximately $7 million under the SEPA at “or
after” Closing of the Business Combination. In response to the Staff’s comment, the Company updated its disclosure on
page 169 to further describe the funding access and limits thereto under the SEPA. In addition, in response to the Staff’s comment,
the Company updated the proforma with an assumption of zero cash available, with the balance of the payable as a liability under the
maximum redemption scenario (see pages 169-174).

Unaudited
Pro Forma Condensed Combined Balance Sheet as of March 31, 2023, page 170

2.
Please revise to specify the rounding denomination used within the Pro Forma Balance Sheet. For example: “(in thousands)”.

Response:
The Company has revised pages 39 and 170 of the Registration Statement in response to the Staff’s comment to specify the rounding
denomination properly.

Unaudited
Pro Forma Condensed Statement of Operations for the Six Months Ended March 31, 2023, page 171

3.
Graphjet’s basic and diluted net loss per share presented in this table does not appear consistent with the amount presented on
page F-35. Please advise or revise accordingly.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that it has corrected Graphjet’s Unaudited
Pro Forma Condensed Statement of Operations for the Six Months Ended March 31, 2023 (on page 171) for consistency with the amount presented
on page F-35.

Note
6 - Loss Per Share, page 174

4.
We note your response and the updated disclosure on page 174 in response to prior comment 7 and reissue. It appears your basic and diluted
EPS calculations include the potentially dilutive shares including the shares underlying your warrants and shares issuable under the
equity incentive plan. Please tell us why you believe your calculation is appropriate given these shares are deemed anti-dilutive. Refer
to ASC 260-10-45-17.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that the Company has removed the dilution effects
of warrants and equity incentive plan when calculating the basic and diluted EPS (see pages 39, 174).

*****

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.

United States securities and exchange commission logo
June 26, 2023
Swee Guan Hoo
Chief Executive Officer
Energem Corp.
Level 3, Tower 11, Avenue 5, No. 8
Jalan Kerinchi, Bangsar South
Wilayah Persekutuan Kuala Lumpur, Malaysia
Re:Energem Corp.
Amendment No. 6 to Registration Statement on Form S-4
Filed June 15, 2023
File No. 333-268716
Dear Swee Guan Hoo:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 9, 2023, letter.
Amendment No. 6 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Information, page 169
1.We note your response and the updated disclosure on page 169 in response to prior
comment 5 and reissue. You state that in the event of cash shortfalls, you expect to “draw
down approximately $7 million under the executed Standby Equity Purchase Agreement
with YA II” to cover certain transaction expenses at the closing of the Business
Combination. Please revise to more accurately describe your funding access under the
agreement. In this regard, we note based on your disclosure on page 139 that the
agreement does not appear to provide a credit facility on which you may draw down at the
closing of the Business Combination, but rather grants you the right to issue and sell an

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 June 26, 2023 Page 2
 FirstName LastName
Swee Guan Hoo
Energem Corp.
June 26, 2023
Page 2
aggregate amount of up to $200 million of Combined Entity Ordinary Shares to YA II
after the completion of the Business Combination, subject to certain limitations. In
addition, as we previously requested, please tell us why you believe it is appropriate to
present a pro forma negative cash balance, as opposed to a liability.
Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2023, page 170
2.Please revise to specify the rounding denomination used within the Pro Forma Balance
Sheet. For example: “(in thousands)”.
Unaudited Pro Forma Condensed Statement of Operations for the Six Months Ended March 31,
2023, page 171
3.Graphjet’s basic and diluted net loss per share presented in this table does not appear
consistent with the amount presented on page F-35. Please advise or revise accordingly.
Note 6 - Loss Per Share, page 174
4.We note your response and the updated disclosure on page 174 in response to prior
comment 7 and reissue. It appears your basic and diluted EPS calculations include the
potentially dilutive shares including the shares underlying your warrants and shares
issuable under the equity incentive plan. Please tell us why you believe your calculation is
appropriate given these shares are deemed anti-dilutive. Refer to ASC 260-10-45-17.
            You may contact SiSi Cheng at 202-551-5004 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at 202-551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Debbie Klis

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.

United States securities and exchange commission logo
June 9, 2023
Swee Guan Hoo
Chief Executive Officer
Energem Corp.
Level 3, Tower 11, Avenue 5, No. 8
Jalan Kerinchi, Bangsar South
Wilayah Persekutuan Kuala Lumpur, Malaysia
Re:Energem Corp.
Amendment No. 5 to Registration Statement on Form S-4
Filed May 30, 2023
File No. 333-268716
Dear Swee Guan Hoo:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 11, 2023, 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.
Proposal No. 1--The NTA Proposal, page 74
2.We note that you are now asking Energm stockholders to adopt amendments to the current

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 June 9, 2023 Page 2
 FirstName LastName
Swee Guan Hoo
Energem Corp.
June 9, 2023
Page 2
Energem A&M Charter that would allow Energm to consummate the business
combination even if Energm 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 Energm 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.
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.
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.
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.
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.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 June 9, 2023 Page 3
 FirstName LastName
Swee Guan Hoo
Energem Corp.
June 9, 2023
Page 3
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.

            You may contact SiSi Cheng at 202-551-5004 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at 202-551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Debbie Klis

CORRESP
1
filename1.htm

May
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. 4 to Registration Statement on Form S-4

    Filed
    April 26, 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 May 11, 2023 (the “Letter”), with respect to the Company’s Registration Statement on Form S-4 (the “Registration
Statement”). Contemporaneously, we are filing Amendment No. 5 to the Registration Statement (“Amendment No. 5”) via
Edgar.

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

General

1.
We note a number of blanks and brackets throughout your registration statement. Please revise to provide the incomplete information,
with the exception of the shareholder meeting date and related dates, which may be identified in a post-effective amendment. Address,
without limitation, the following items:

    ●
    We
    note that you intend to include the funds in the trust account and the per share redemption price as of the record date; please fill
    in the brackets to include this information as of the most recent practicable date.

    ●
    Fill
    in data regarding the (i) value of the founder shares, private placement units, and public units and (ii) market price of your shares,
    public warrants, and units, based on the most recent practicable date.

    ●
    Complete
    disclosure regarding the increase in your fully-diluted share capital and the amount paid to exercise warrants on page 47.

    ●
    Address
    the bracketed dates regarding the combined entity’s determination of foreign private issuer status on page 65.

    ●
    We
    note that you intend to provide the number of outstanding shares and Class A shares as of the record date; please revise to provide
    as of the date of the registration statement (or as of the most recent practicable, if subject to change).

    ●
    Address
    the bracketed per share value assumed by Baker Tilley on page 86.

    ●
    Fill
    in and address the bracketed number of shares that are the subject of proposals 3 and 4.

    ●
    Fill
    in the number of Graphjet employees on page 155.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has updated the Registration Statement
to address the brackets throughout accordingly.

2.
Please revise your summary and risk factors sections to highlight that your auditors have issued a going concern opinion and to disclose
the related risks, analogous to your existing disclosure regarding the going concern opinion issued by Graphjet’s auditors.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has updated the disclosure on pages 22
and 50 of the Registration Statement to address the Staff’s comment.

3.
Please also include disclosure regarding the notice of noncompliance with Nasdaq’s listing requirements, as reported on your Form
8-K filed on April 5, 2023.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has updated the disclosure on page 50 of
the Registration Statement to address the Staff’s comment.

Summary
Unaudited Pro Forma Condensed Combined Financial Information

Basis
of Pro Forma presentation, page 41

4.
Please disclose the specific terms and conditions associated with the Equity Incentive Plan shares.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has updated the Registration Statement
to disclose the specific terms and conditions associated with the Equity Incentive Plan shares on page 41.

Risk
Factors

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

5.
We note your response to prior comment 3. However, it does not appear the disclosure on page 49 has been updated. We therefore reissue
prior comment 3 in its entirety. 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 updated the disclosure on page 49 of
the Registration Statement to address the Staff’s comment.

Beneficial
Ownership of Securities, page 119

6.
We note that there are additional 5% shareholders reflected in your most recent Form 10-K/A that not reflected on page 119. Please advise
or revise. Please ensure that your information is updated as of the most recent practicable date.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has updated the beneficial ownership table
to include the additional 5% shareholders reflected in the Company’s most recent Form 10-K/A on page 119 of the Registration Statement.

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

7.
We note your response to prior comment 4. However, it does not appear the disclosures have been updated. We therefore reissue prior comment
4 in its entirety. 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 updated the disclosure in the MD&A
to include the period ended December 31, 2022 as well as for the three months ended March 31, 2023.

Selected
Historical Financial Information of Graphjet, page 159

8.
We note your response to prior comment 5. However, it does not appear the disclosures have been updated. We therefore reissue prior comment
5 in its entirety. 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 updated the disclosure on page 159,
as recommended, and have presented Graphjet’s financial information as of and for the six months ended March 31, 2023
to reflect the most current quarter.

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

Components
of Results of Operations, page 162

9.
We note your response to prior comment 6. However, the EPS amounts on page 163 still appear inconsistent with the amounts disclosed on
page F-33. We therefore reissue prior comment 6 in its entirety and ask that you update your disclosure accordingly.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it in connection with updating the financial
statements the correct numbers for the six months ended March 31, 2023 are consistent.

Liquidity
and Capital Resources, page 163

10.
We note your response to prior comment 7. However, it does not appear the disclosure has been updated. We therefore reissue prior comment
7 in its entirety. Please revise to disclose in the liquidity and capital resources section 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 updated the disclosure to address the
fact that Graphjet’s auditor has expressed substantial doubt as Graphjet’s ability to continue as a going concern and described
management’s plans to address this circumstance.

Unaudited
Pro Forma Condensed Combined Financial Information, page 167

11.
We note your response to prior comment 8. However, it does not appear the disclosures have been updated to address our prior comment.
We therefore reissue prior comment 8 in its entirety. 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 updated the disclosure on page 167
to address the disclosure items requested.

Note
6 - Loss per Share, page 171

12.
We note your response to prior comment 11 which states that there are no potentially dilutive shares excluded from the calculations of
historical and pro forma net loss per share. Please tell us how you considered the potentially dilutive effects of all outstanding warrants
and equity incentive plan shares in your analysis.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it amended the note to the table on page 171
to clarify that it excludes all potential dilutions. The potential dilutive effect of the equity incentive plan has been quantified in
the note. In addition, the analysis of all potential dilutions including warrants and equity incentive plan has been previously disclosed
in the Risk Factors section.

Index
to Financial Statements, page F-1

13.
We note your response to prior comment 15 and reissue in part. Please disclose Graphjet’s fiscal year end in the Notes to the Financial
Statements.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that it has clarified the language on page F-1 to make
it clear that its fiscal year end is September 30 and added disclosure regarding Graphjet’s fiscal year end to Note 3 on F-38
and F-50 of the Registration Statement.

Exhibit
Index

Exhibit
23.1, page II-2

14.
Please update the consent to refer to the appropriate date of the audit report and the periods covered by that opinion.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that it has included an updated auditor’s consent as
Exhibit 23.1 referring to the appropriate date of the audit report and the periods covered by that opinion.

Exhibit
23.2, page II-2

15.
Please include a currently dated auditor’s consent in your next amendment.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that it has included a currently dated auditor’s consent
as Exhibit 23.2 to 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.

United States securities and exchange commission logo
May 11, 2023
Swee Guan Hoo
Chief Executive Officer
Energem Corp.
Level 3, Tower 11, Avenue 5, No. 8
Jalan Kerinchi, Bangsar South
Wilayah Persekutuan Kuala Lumpur, Malaysia
Re:Energem Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed April 26, 2023
File No. 333-268716
Dear Swee Guan Hoo:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 17, 2023, letter.
Amendment No. 4 to Form S-4
General
1.We note a number of blanks and brackets throughout your registration statement. Please
revise to provide the incomplete information, with the exception of the shareholder
meeting date and related dates, which may be identified in a post-effective
amendment. Address, without limitation, the following items:

•We note that you intend to include the funds in the trust account and the per share
redemption price as of the record date; please fill in the brackets to include this
information as of the most recent practicable date.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 May 11, 2023 Page 2
 FirstName LastName
Swee Guan Hoo
Energem Corp.
May 11, 2023
Page 2
•Fill in data regarding the (i) value of the founder shares, private placement units, and
public units and (ii) market price of your shares, public warrants, and units, based on
the most recent practicable date.
•Complete disclosure regarding the increase in your fully-diluted share capital and the
amount paid to exercise warrants on page 47.
•Address the bracketed dates regarding the combined entity's determination of foreign
private issuer status on page 65.
•We note that you intend to provide the number of outstanding shares and Class A
shares as of the record date; please revise to provide as of the date of the registration
statement (or as of the most recent practicable, if subject to change).
•Address the bracketed per share value assumed by Baker Tilley on page 86.
•Fill in and address the bracketed number of shares that are the subject of proposals 3
and 4.
•Fill in the number of Graphjet employees on page 155.
2.Please revise your summary and risk factors sections to highlight that your auditors have
issued a going concern opinion and to disclose the related risks, analogous to your existing
disclosure regarding the going concern opinion issued by Graphjet's auditors.
3.Please also include disclosure regarding the notice of noncompliance with Nasdaq's listing
requirements, as reported on your Form 8-K filed on April 5, 2023.
Summary Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma presentation, page 41
4.Please disclose the specific terms and conditions associated with the Equity Incentive Plan
shares.
Risk Factors
"We do not have a specified maximum redemption threshold...", page 49
5.We note your response to prior comment 3. However, it does not appear the disclosure on
page 49 has been updated. We therefore reissue prior comment 3 in its entirety. 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).
Beneficial Ownership of Securities, page 119
6.We note that there are additional 5% shareholders reflected in your most recent Form 10-
K/A that not reflected on page 119. Please advise or revise. Please ensure that your
information is updated as of the most recent practicable date.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 May 11, 2023 Page 3
 FirstName LastName
Swee Guan Hoo
Energem Corp.
May 11, 2023
Page 3
Energem's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 156
7.We note your response to prior comment 4. However, it does not appear the disclosures
have been updated. We therefore reissue prior comment 4 in its entirety.  Please update
your disclosures in the results of operations and liquidity and capital resources sections for
the period ended December 31, 2022.
Selected Historical Financial Information of Graphjet, page 159
8.We note your response to prior comment 5. However, it does not appear the disclosures
have been updated. We therefore reissue prior comment 5 in its entirety. Please revise to
also present 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
9.We note your response to prior comment 6. However, the EPS amounts on page 163 still
appear inconsistent with the amounts disclosed on page F-33. We therefore reissue prior
comment 6 in its entirety and ask that you update your disclosure accordingly.
Liquidity and Capital Resources, page 163
10.We note your response to prior comment 7. However, it does not appear the disclosure has
been updated. We therefore reissue prior comment 7 in its entirety. Please revise to
disclose in the liquidity and capital resources section 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.
Unaudited Pro Forma Condensed Combined Financial Information, page 167
11.We note your response to prior comment 8. However, it does not appear the disclosures
have been updated to address our prior comment. We therefore reissue prior comment 8 in
its entirety. 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.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 May 11, 2023 Page 4
 FirstName LastName
Swee Guan Hoo
Energem Corp.
May 11, 2023
Page 4
Note 6 - Loss per Share, page 171
12.We note your response to prior comment 11 which states that there are no potentially
dilutive shares excluded from the calculations of historical and pro forma net loss per
share. Please tell us how you considered the potentially dilutive effects of all outstanding
warrants and equity incentive plan shares in your analysis.
Index to Financial Statements, page F-1
13.We note your response to prior comment 15 and reissue in part. Please disclose Graphjet’s
fiscal year end in the Notes to the Financial Statements.
Exhibit Index
Exhibit 23.1, page II-2
14.Please update the consent to refer to the appropriate date of the audit report and the
periods covered by that opinion.
Exhibit 23.2, page II-2
15.Please include a currently dated auditor’s consent in your next amendment.

            You may contact SiSi Cheng at 202-551-5004 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at 202-551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Debbie Klis

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.

United States securities and exchange commission logo
April 17, 2023
Swee Guan Hoo
Chief Executive Officer
Energem Corp.
Level 3, Tower 11, Avenue 5, No. 8
Jalan Kerinchi, Bangsar South
Wilayah Persekutuan Kuala Lumpur, Malaysia
Re:Energem Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed April 4, 2023
File No. 333-268716
Dear Swee Guan Hoo:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
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.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 April 17, 2023 Page 2
 FirstName LastName
Swee Guan Hoo
Energem Corp.
April 17, 2023
Page 2
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.
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).
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.
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.
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.
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.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 April 17, 2023 Page 3
 FirstName LastName
Swee Guan Hoo
Energem Corp.
April 17, 2023
Page 3
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.
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.
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.
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.
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.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 April 17, 2023 Page 4
 FirstName LastName
Swee Guan Hoo
Energem Corp.
April 17, 2023
Page 4
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.
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.
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact SiSi Cheng at 202-551-5004 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at 202-551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Debbie Klis

CORRESP
1
filename1.htm

April 3,
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.

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

    Filed
    February 14, 2023

    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 February 24, 2023, with respect to
the above-referenced registration statement on Form S-4, 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 Amendment No. 3 to the Registration Statement
on Form S-4 pursuant to the Staff’s comments (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:

Amendment
No. 2 filed February 14, 2023

Beneficial
Ownership of Combined Entity Securities, page 119

1.
We note your revisions in response to prior comment 11. Please further revise this section to provide the disclosure required by Item
201(b) of Regulation S-K, as this relates to the registrant (pursuant to Item 14(d) of Form S-4) and the acquired company (pursuant to
Item 17(b)(2) of Form S-4). Revise the caption and lead-in to clarify that the information relates to Energem and Graphjet (on a pre-combination
basis) and to the combined entity (on a post-combination basis), and revise the table accordingly.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that it has further revised the beneficial ownership lead-in
and table disclosure on page 119 of the Registration Statement accordingly.

Graphjet’s
Business

Facilities,
page 155

2.
We note that page 23 of the investor presentation filed as an exhibit to the Form 8-K on February 13, 2023, indicates that land and local
permissions for the new factory have been obtained, and targets the first quarter of 2025 for the start of production. Please update
the disclosure in this section to include this and/or other information regarding the status of the new factory and expected production.

Response:
The Company respectfully acknowledges the Staff’s comment and in response has added disclosure regarding the status of the new
factory and expected production on pages 12, 26, 37, 155 and 162 of the Registration Statement.

Unaudited
Pro Forma Condensed Combined Financial Information

Note
3 - Transaction Accounting Adjustments to the Energem and Graphjet Unaudited Pro

Forma
Condensed Combined Balance Sheet as of September, page 169

3.
Refer to Note 3 (J). It appears that the 2,760,000 FA shares reported in the pro forma share ownership table on page 75 were not reflected
in the pro forma share amounts on page 169. Please revise or advise.

Response:
The Company has revised the table on page 171 of the Registration Statement to include the FA shares.

Index
to Financial Statements, page F-1

4.
Please provide updated financial statements and related disclosures for Energem and Graphjet as required by Rule 8-08 of Regulation S-X.

Response:
The Company has provided the requested updated financial statements and related disclosures for Energem and Graphjet as required by Rule
8-08 of Regulation S-X.

Exhibits

5.
We note your response to prior comment 15. Since the revised disclosure under “Legal Matters” appears to indicate that both
Rimon P.C. and Ogier (Cayman) LLP will be issuing legality opinions, please file both opinions as exhibits to your registration statement.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has added the Ogier opinion as Exhibit
5.2 to the Registration Statement dated March 6, 2023.

General

6.
Please revise your disclosure to include compensation information with respect to Graphjet’s directors and executive officers.
Refer to Item 402 of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised its disclosure to clarify that no directors or executive officers have
received any compensation in connection with their services o Graphjet on pages 116-118.

*****

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

    Kindest
    regards,

    /s/
    Rimon P.C.

    Rimon
    P.C.

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

United States securities and exchange commission logo
February 24, 2023
Swee Guan Hoo
Chief Executive Officer
Energem Corp.
Level 3, Tower 11, Avenue 5, No. 8
Jalan Kerinchi, Bangsar South
Wilayah Persekutuan Kuala Lumpur, Malaysia
Re:Energem Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed February 14, 2023
File No. 333-268716
Dear Swee Guan Hoo:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 8, 2023, letter.
Amendment No. 2 to Form S-4
Beneficial Ownership of Combined Entity Securities, page 119
1.We note your revisions in response to prior comment 11.  Please further revise this section
to provide the disclosure required by Item 201(b) of Regulation S-K, as this relates to the
registrant (pursuant to Item 14(d) of Form S-4) and the acquired company (pursuant to
Item 17(b)(2) of Form S-4).  Revise the caption and lead-in to clarify that the information
relates to Energem and Graphjet (on a pre-combination basis) and to the combined entity
(on a post-combination basis), and revise the table accordingly.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 February 24, 2023 Page 2
 FirstName LastName
Swee Guan Hoo
Energem Corp.
February 24, 2023
Page 2
Graphjet's Business
Facilities, page 155
2.We note that page 23 of the investor presentation filed as an exhibit to the Form 8-K on
February 13, 2023, indicates that land and local permissions for the new factory have been
obtained, and targets the first quarter of 2025 for the start of production.  Please update the
disclosure in this section to include this and/or other information regarding the status of
the new factory and expected production.
Unaudited Pro Forma Condensed Combined Financial Information
Note 3 - Transaction Accounting Adjustments to the Energem and Graphjet Unaudited Pro
Forma Condensed Combined Balance Sheet as of September, page 169
3.Refer to Note 3 (J).  It appears that the 2,760,000 FA shares reported in the pro forma
share ownership table on page 75 were not reflected in the pro forma share amounts on
page 169.  Please revise or advise.
Index to Financial Statements, page F-1
4.Please provide updated financial statements and related disclosures for Energem and
Graphjet as required by Rule 8-08 of Regulation S-X.
Exhibits
5.We note your response to prior comment 15.  Since the revised disclosure under "Legal
Matters" appears to indicate that both Rimon P.C. and Ogier (Cayman) LLP will be
issuing legality opinions, please file both opinions as exhibits to your registration
statement.
General
6.Please revise your disclosure to include compensation information with respect to
Graphjet's directors and executive officers.  Refer to Item 402 of Regulation S-K.
            You may contact SiSi Cheng at 202-551-5004 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at 202-551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Debbie Klis

CORRESP
1
filename1.htm

February
14, 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.

    Amendment
    No. 1 to Registration Statement on Form S-4

    Filed
    January 26, 2023

    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 February 8, 2023, with respect to
the above-referenced registration statement on Form S-4, 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 Amendment No. 2 to Registration Statement on
Form S-4 pursuant to the Staff’s comments (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:

Amendment
No. 1 filed January 26, 2023

General

1.
Please revise your disclosure to reflect that the combined entity will continue to file reports as a domestic issuer at least until the
last business day of its next second fiscal quarter, at which time it would be able to assess its status as a foreign private issuer
pursuant to the definition thereof in Securities Act Rule 405. Include disclosure to describe the effects on the combined entity and
shareholders regarding both outcomes of the FPI determination. Disclose the date on which the FPI determination will be made, and reconcile
disclosure on page 112 that refers to June 30, 2022, as the date the next determination will be made. Revise disclosure throughout that
states you “are” or “will be” a foreign private issuer for consistency with the foregoing, for example by describing
management’s expectations.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that in response it revised the disclosure on the cover page
and pages 37, 65, 66, 94, 95, 112, 114, 122, and 132 accordingly.

2.
We note disclosure on page 132 includes among the conditions of closing that “each of Graphjet and Energem on the one hand, and
Energem, on the other hand, shall have received reasonably satisfactory evidence that, following the Closing of the Business Combination,
Graphjet will qualify as a foreign private issuer pursuant to Rule 4b-4 of the Exchange Act as of the Closing.” However, we are
not able to locate this closing condition within the Share Purchase Agreement attached as Annex A. Please revise or advise.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that in response it deleted the bulletpoint to which to the
Staff referred because of its lack of applicability.

1990
K Street NW, Suite 340, Washington, D.C. 20006

P:
(202) 935-3390

3.
Since you are also a smaller reporting company, please add a separate risk factor disclosing that even if you no longer qualify as an
emerging growth company, you may still be subject to reduced reporting requirements as long as you are a smaller reporting company. Please
make conforming changes throughout the registration statement as applicable.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that in response it added a risk factor accordingly.

4.
We note revised risk factor disclosure on page 52 that depending on the number of shares redeemed by Energem’s public shareholders,
the former Graphjet equity holders may control a majority of the voting power, and the combined entity may then be a “controlled
company.” However, disclosure elsewhere indicates that the public shareholders will hold less than 2% of the combined entity (e.g.,
page 41), and the table of beneficial ownership appears to indicate no owners greater than 2.36% (page 119). Please revise your risk
factor to clearly state whether the combined entity will or will not be a controlled company in light of the foregoing. In addition,
we note potentially inconsistent disclosure regarding controlled company status on pages 35 and 149; please revise to reconcile. If the
combined entity will be a controlled company, revise your prospectus cover pages to so state and to indicate whether it intends to rely
on the controlled company exemptions.

Response:
The Company respectfully advises the Staff that although there will be a concentration of ownership post-Transactions, the Combined Entity
will not be a “controlled company” under the definition of the Nasdaq Stock Market after the Transactions even if a maximum
number of redemptions occurs and no PIPE Investment closes. We refer the Staff to Nasdaq Listing Rule 5615(c)(1), which defines a controlled
company as “a company of which more than 50% of the voting power for the election of directors is held by an individual, a group
or another company.” Moreover, there is no intention for any of the parties to enter into an agreement that directs voting for
the election of the Combined Entity’s directors after the consummation of the Transactions. The risk factor on page 52 and other
disclosure on page 149 were revised accordingly because no one person or entity owns 50% or more of Graphjet.

5.
We note that you have filed the fairness opinion report from Baker Tilly. Please file the letter opinion of Baker Tilly as an exhibit.

Response:
The Company respectfully acknowledges the Staff’s comment and advises Baker Tilly has not prepared a letter opinion or any other
work product than the Fairness Opinion previously provided at Exhibit 99.8.

Questions
and Answers about the Business Combination . . . .

What
happens to the funds deposited in the Trust Account . . . . , page 14

6.
We note your revisions in response to prior comment 9. Please further revise the table to clearly disclose the deferred underwriting
fee on a percentage basis for the current number of outstanding public shares (i.e., taking into account redemptions in connection with
the extension, but without taking into account shares underlying public warrants) and at each potential redemption level presented in
your sensitivity analysis.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that in response it revised the table to disclose the deferred
underwriting fee on a percentage basis for the current number of outstanding public shares, taking into account redemptions to date,
but without taking into account shares underlying public warrants, at each potential redemption level presented in the sensitivity analysis.

Proposal
No.1 - The Business Combination Proposal, page 75

7.
You disclose in the table on page 75 that Energem’s book value as of September 30, 2022 was $15.4 million. We note from Energem’s
Form 10-Q filed on November 15, 2022 that the company had a total shareholders’ deficit of $3,998,194 as of September 30, 2022.
Please revise or advise.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that in response it updated the Book Value per Energem Ordinary
Share tables on pages 75 and 120.

        2 | Page

8.
Please revise the share ownership in the combined entity table on page 75 and unaudited pro forma financial statements from page 166
and 167 to also present the 50% redemption scenario, similar to your disclosures elsewhere on pages 75 and 41.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that in response it revised the share ownership in the combined
entity table (page 75) and the unaudited pro forma financial statements added disclosure (page 165 to present the 50% redemption scenario.

Proposal
No. 1—The Business Combination Proposal

Background
of the Business Combination, page 76

9.
We note your response to prior comment 13. Please further address the following:

    ●
    Revise
    to reconcile inconsistent disclosure regarding the current equity value of Graphjet, stated both as $1.38 billion and $2.20 billion,
    throughout the registration statement (for non-exclusive example, on pages 24 and 28).

    ●
    Revise
    to explain whether and how “post-closing equity value” and “pro forma post-closing enterprise value” differ,
    given that both are quantified as $1.49 billion.

    ●
    Disclosure
    on pages 79-82 includes various references to enterprise value (with modifiers such as closing, post-closing, and pro forma); please
    revise for clarity and consistency. Without limitation, reconcile apparently inconsistent statements regarding the final agreed-upon
    enterprise value on page 79 (“The proposed increase in the closing enterprise valuation by Graphjet to $2.0 billion was agreed
    to by Energem”) and page 82 (“Rimon P.C. replaced the placeholder of the transaction consideration and inserted the value
    of $1.38 billion, giving a tentative pro forma post-closing enterprise value of Energem at $1.49 billion” and “Nelson
    Mullins reverted confirming the transaction consideration of $1.38 billion”—and by implication the $1.49 billion enterprise
    value).

    ●
    Further
    revise your disclosure to clarify how the enterprise value relates to terms used elsewhere in the registration statement, for instance
    current (or post-closing) equity value and/or fair market value.

Response:
In response to the Staff’s comments, the Company expanded the disclosure throughout the Registration Statement: (i) regarding the
Staff’s first bullet, the analysis of Baker Tilley showed a fair market value in a range from $2.2 to $2.6 billion; due to the
fair market value in excess of the transaction consideration of $1.38 billion equity value, Baker Tilley deemed the transaction “fair”
to Energem shareholders and we respectfully submit that both the market value range and the transaction consideration are referenced
in the Registration Statement consistent with definitions to ensure references are clear to investors; (ii) regarding the Staff’s
second bullet, we revised the disclosure to ensure all references to “pro forma post-closing enterprise value”; (iii) regarding
the third bullet, the disclosure was clarified to avoid confusion about the price in the LOI changing upon further negotiations; and
(iv) the final bullet, we have revised the Registration Statement to ensure consistent definitions are used for the three values: (a)
fair market value was the result of the analysis done by Baker Tilley, (b) equity value was the transaction consideration to Graphjet
selling shareholders before closing and (c) pro forma post-closing enterprise value is the Combined Entity enterprise value. Addressing
this Comment 9, please see the cover page and pages 24, 26, 28, 46, 74, 76, 79, 80, 83, 90 and elsewhere.

10.
We note your response to prior comment 14. Please further revise to disclose whether Arc Group had a pre-existing relationship with Graphjet.
Additionally revise to clearly state whether Graphjet engaged a financial advisor in connection with the business combination and, if
so, to describe its role. Reconcile apparently inconsistent disclosure that indicates that Baker Tilley acted as the independent financial
advisor to both Energem and Graphjet, for example on pages 46, 79, 80, and 81.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that in response it added disclosure on page 77 to clarify
that Arc Group had no pre-existing relationship with Graphjet.

        3 | Page

Beneficial
Ownership of Combined Entity Securities, page 119

11.
We note your response to prior comment 19. Please revise the disclosure preceding the table to clarify the information presented, including
that it reflects (i) actual share ownership as of the date of the registration statement and (ii) projected share ownership upon completion
of the business combination, together with relevant assumptions (for example, that post-combination percentages reflect 100% redemption
by public shareholders, if true). Eliminate table headings that refer to assumed redemptions and the PIPE investment. The two columns
captioned “Number of Graphjet Ordinary Shares” and “Number of Ordinary Shares” appear identical; please consolidate
and clarify. It is not clear what information is presented in the two columns captioned “FA Shares” (for example, do these
represent shares owned by Energem LLC that will be transferred to Arc Group?); consider eliminating these columns and including relevant
explanation within a note to the table. Additionally confirm the percentages, as the totals in the final row appear to combine pre-combination
and post-combination amounts.

Response:
In response to the Staff’s comment, the Company has revised the table of Beneficial Ownership of Combined Entity Securities and
the disclosure preceding the table to clarify the information presented.

Material
U.S. Federal Income Tax Considerations, page 137

12.
We note your responses to prior comments 40 and 41. Please add disclosure regarding the tax consequences of the business combination
under Section 351(a) of the Code.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that it added disclosure regarding the tax consequences of
the business combination under Section 351(a) of the Code.

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

Liquidity
and Capital Resources

Cash
Flows for the Years Ended September 30, 2022 and 2021, page 163

13.
We note your revision on page 163 in response to prior comment 24 and reissue in part. Your discussion of your operating cash flow activities
continues to appear incorrect. Please revise your discussions to be consistent with the activity in your tables.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that the “Operating activities” language on page
163 was corrected accordingly.

Unaudited
Pro Forma Condensed Combined Balance Sheet as of September 30, 2022, page 166

14.
We note your response to prior comment 27 and reissue the comment. Please revise to present parenthetically in the pro forma balance
sheet the number of shares issued and outstanding on a historical and pro forma basis.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that Graphjet’s Unaudited Pro Forma Condensed Combined
Balance Sheet as of September 30, 2022 has been revised by adding an additional note to explain issued and outstanding shares for each
class of ordinary shares and preferred shares as of September 30, 2022 on a historical basis and on a pro forma basis.

Legal
Matters, page 171

15.
We note your response to prior comment 29 and reissue our comment. Please revise your disclosure to indicate that Rimon Law is delivering
the legality opinion filed as Exhibit 5.1 and the tax opinion filed as Exhibit 8.1. Please also revise your reference to SEPA to SPA.

Response:
In response to the Staff’s comment, the Company revised the discussion under the section heading “Legal Matters” accordingly.

Exhibits

16.
Please file the Standby Equity Purchase Agreement executed with YA II PN, LTD on January 12, 2023, as an exhibit to your registration
statement.

Response:
The Company respectfully acknowledges the Staff’s comment and advises that the Standby Equity Purchase Agreement has been filed
as Exhibit 10.24 to the Registration Statement.

*****

        4 | Page

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

    Kinde

United States securities and exchange commission logo
February 8, 2023
Swee Guan Hoo
Chief Executive Officer
Energem Corp.
Level 3, Tower 11, Avenue 5, No. 8
Jalan Kerinchi, Bangsar South
Wilayah Persekutuan Kuala Lumpur, Malaysia
Re:Energem Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed January 26, 2023
File No. 333-268716
Dear Swee Guan Hoo:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 23, 2022, letter.
Amendment No. 1 filed January 26, 2023
General
1.Please revise your disclosure to reflect that the combined entity will continue to file
reports as a domestic issuer at least until the last business day of its next second fiscal
quarter, at which time it would be able to assess its status as a foreign private issuer
pursuant to the definition thereof in Securities Act Rule 405.  Include disclosure to
describe the effects on the combined entity and shareholders regarding both outcomes of
the FPI determination.  Disclose the date on which the FPI determination will be made,
and reconcile disclosure on page 112 that refers to June 30, 2022, as the date the next
determination will be made.  Revise disclosure throughout that states you "are" or "will

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 February 8, 2023 Page 2
 FirstName LastNameSwee Guan Hoo
Energem Corp.
February 8, 2023
Page 2
be" a foreign private issuer for consistency with the foregoing, for example by describing
management's expectations.
2.We note disclosure on page 132 includes among the conditions of closing that "each of
Graphjet and Energem on the one hand, and Energem, on the other hand, shall have
received reasonably satisfactory evidence that, following the Closing of the Business
Combination, Graphjet will qualify as a foreign private issuer pursuant to Rule 4b-4 of the
Exchange Act as of the Closing."  However, we are not able to locate this closing
condition within the Share Purchase Agreement attached as Annex A.  Please revise or
advise.
3.Since you are also a smaller reporting company, please add a separate risk factor
disclosing that even if you no longer qualify as an emerging growth company, you may
still be subject to reduced reporting requirements as long as you are a smaller reporting
company.  Please make conforming changes throughout the registration statement as
applicable.
4.We note revised risk factor disclosure on page 52 that depending on the number of shares
redeemed by Energem’s public shareholders, the former Graphjet equity holders may
control a majority of the voting power, and the combined entity may then be a "controlled
company."  However, disclosure elsewhere indicates that the public shareholders will hold
less than 2% of the combined entity (e.g., page 41), and the table of beneficial
ownership appears to indicate no owners greater than 2.36% (page 119).  Please revise
your risk factor to clearly state whether the combined entity will or will not be a
controlled company in light of the foregoing.  In addition, we note potentially inconsistent
disclosure regarding controlled company status on pages 35 and 149; please revise to
reconcile.  If the combined entity will be a controlled company, revise your prospectus
cover pages to so state and to indicate whether it intends to rely on the controlled
company exemptions.
5.We note that you have filed the fairness opinion report from Baker Tilly.  Please file the
letter opinion of Baker Tilly as an exhibit.
Questions and Answers about the Business Combination . . . .
What happens to the funds deposited in the Trust Account . . . . , page 14
6.We note your revisions in response to prior comment 9.  Please further revise the table to
clearly disclose the deferred underwriting fee on a percentage basis for the current number
of outstanding public shares (i.e., taking into account redemptions in connection with the
extension, but without taking into account shares underlying public warrants) and at each
potential redemption level presented in your sensitivity analysis.
Proposal No.1 - The Business Combination Proposal, page 75
7.You disclose in the table on page 75 that Energem’s book value as of September 30, 2022
was $15.4 million.  We note from Energem’s Form 10-Q filed on November 15, 2022 that

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 February 8, 2023 Page 3
 FirstName LastNameSwee Guan Hoo
Energem Corp.
February 8, 2023
Page 3
the company had a total shareholders’ deficit of $3,998,194 as of September 30, 2022.
Please revise or advise.
8.Please revise the share ownership in the combined entity table on page 75 and unaudited
pro forma financial statements from page 166 and 167 to also present the 50% redemption
scenario, similar to your disclosures elsewhere on pages 75 and 41.
Proposal No. 1--The Business Combination Proposal
Background of the Business Combination, page 76
9.We note your response to prior comment 13.  Please further address the following:

•Revise to reconcile inconsistent disclosure regarding the current equity value of
Graphjet, stated both as $1.38 billion and $2.20 billion, throughout the registration
statement (for non-exclusive example, on pages 24 and 28).

•Revise to explain whether and how "post-closing equity value" and "pro forma post-
closing enterprise value" differ, given that both are quantified as $1.49 billion.

•Disclosure on pages 79-82 includes various references to enterprise value (with
modifiers such as closing, post-closing, and pro forma); please revise for clarity and
consistency.  Without limitation, reconcile apparently inconsistent statements
regarding the final agreed-upon enterprise value on page 79 ("The proposed increase
in the closing enterprise valuation by Graphjet to $2.0 billion was agreed to by
Energem") and page 82 ("Rimon P.C. replaced the placeholder of the transaction
consideration and inserted the value of $1.38 billion, giving a tentative pro forma
post-closing enterprise value of Energem at $1.49 billion" and "Nelson Mullins
reverted confirming the transaction consideration of $1.38 billion"--and by
implication the $1.49 billion enterprise value).

•Further revise your disclosure to clarify how the enterprise value relates to terms used
elsewhere in the registration statement, for instance current (or post-closing) equity
value and/or fair market value.
10.We note your response to prior comment 14.  Please further revise to disclose whether Arc
Group had a pre-existing relationship with Graphjet.  Additionally revise to clearly state
whether Graphjet engaged a financial advisor in connection with the business combination
and, if so, to describe its role.  Reconcile apparently inconsistent disclosure that indicates
that Baker Tilley acted as the independent financial advisor to both Energem and
Graphjet, for example on pages 46, 79, 80, and 81.
Beneficial Ownership of Combined Entity Securities, page 119
11.We note your response to prior comment 19.  Please revise the disclosure preceding the
table to clarify the information presented, including that it reflects (i) actual share
ownership as of the date of the registration statement and (ii) projected share ownership

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 February 8, 2023 Page 4
 FirstName LastName
Swee Guan Hoo
Energem Corp.
February 8, 2023
Page 4
upon completion of the business combination, together with relevant assumptions (for
example, that post-combination percentages reflect 100% redemption by public
shareholders, if true).  Eliminate table headings that refer to assumed redemptions and the
PIPE investment.  The two columns captioned "Number of Graphjet Ordinary Shares" and
"Number of Ordinary Shares" appear identical; please consolidate and clarify.  It is not
clear what information is presented in the two columns captioned "FA Shares" (for
example, do these represent shares owned by Energem LLC that will be transferred to Arc
Group?); consider eliminating these columns and including relevant explanation within a
note to the table.  Additionally confirm the percentages, as the totals in the final row
appear to combine pre-combination and post-combination amounts.
Material U.S. Federal Income Tax Considerations, page 137
12.We note your responses to prior comments 40 and 41.  Please add disclosure regarding the
tax consequences of the business combination under Section 351(a) of the Code.
Graphjet's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
Cash Flows for the Years Ended September 30, 2022 and 2021, page 163
13.We note your revision on page 163 in response to prior comment 24 and reissue in part.
Your discussion of your operating cash flow activities continues to appear incorrect.
Please revise your discussions to be consistent with the activity in your tables.
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2022, page 166
14.We note your response to prior comment 27 and reissue the comment.  Please revise to
present parenthetically in the pro forma balance sheet the number of shares issued and
outstanding on a historical and pro forma basis.
Legal Matters, page 171
15.We note your response to prior comment 29 and reissue our comment.  Please revise your
disclosure to indicate that Rimon Law is delivering the legality opinion filed as Exhibit
5.1 and the tax opinion filed as Exhibit 8.1.  Please also revise your reference to SEPA to
SPA.
Exhibits
16.Please file the Standby Equity Purchase Agreement executed with YA II PN, LTD on
January 12, 2023, as an exhibit to your registration statement.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 February 8, 2023 Page 5
 FirstName LastName
Swee Guan Hoo
Energem Corp.
February 8, 2023
Page 5
            You may contact SiSi Cheng at 202-551-5004 or Melissa Gilmore at 202-551-3777 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at 202-551-3754 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Debbie Klis

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

United States securities and exchange commission logo
December 23, 2022
Swee Guan Hoo
Chief Executive Officer
Energem Corp.
Level 3, Tower 11, Avenue 5, No. 8
Jalan Kerinchi, Bangsar South
Wilayah Persekutuan Kuala Lumpur, Malaysia
Re:Energem Corp.
Registration Statement on Form F-4
Filed December 7, 2022
File No. 333-268716
Dear Swee Guan Hoo:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
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.
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

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 December 23, 2022 Page 2
 FirstName LastNameSwee Guan Hoo
Energem Corp.
December 23, 2022
Page 2
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.
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."
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.
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.
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.
7.Please revise your presentation of the subtotal lines in the table so Other Shareholders line
item does not appear to be a subtotal.
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.
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

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 December 23, 2022 Page 3
 FirstName LastNameSwee Guan Hoo
Energem Corp.
December 23, 2022
Page 3
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.
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.
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.
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.
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.
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.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 December 23, 2022 Page 4
 FirstName LastNameSwee Guan Hoo
Energem Corp.
December 23, 2022
Page 4
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.
16.We note your response to prior comment 30. Please substantially revise your disclosure to
provide a detailed description of the material terms of the transaction. In your revised
disclosure, please explain the reasons for the terms, each party's position on the issues,
and how you reached agreement on the final terms.
17.Please provide a detailed description of how the terms of the Share Purchase Agreement
evolved throughout the exchange of drafts from the initial draft of the Share Purchase
Agreement on June 27, 2022 until it was executed on August 1, 2022, and if applicable,
describe how the terms differed from the LOI.
Opinion of Baker Tilly (Malaysia), page 84
18.We note your response to prior comment 33. However, it does not appear that disclosure
was revised to clarify the scope of the fairness opinion.  We note disclosure that
indicates the opinion determines fairness to Energem shareholders from a financial point
of view (e.g., pages 5 and 26), but also disclosure that indicates the opinion evaluates the
fairness of the consideration (e.g., page 84).  Please revise to reconcile, taking into
account the opinion's stated scope on page 2 thereof.  Additionally revise the disclosure
regarding Baker Tilley's fee to clearly state whether any portion is contingent upon
completion of the business combination.
Beneficial Ownership of Combined Entity Securities, page 118
19.Please revise your table to reflect the redemption levels in manner more constituent with
your other disclosure. In that regard, we not here you include a column assuming 83.52%
redemption.  Please revise or advise.
Voting Rights, page 122
20.We note your response to prior comment 40.  Please revise to clearly disclose, if true, that
holders of Class A Ordinary Shares of the Combined Entity are entitled to one vote per
share and that holders of Class B Ordinary Shares of the Combined Entity are entitled to
one vote per share.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS, page 136
21.We note the form of tax opinion filed as exhibit 8.1. If you are intending to file a short-
form tax opinion, the disclosure in the prospectus and in the opinion both must state that
the disclosure in this section is the opinion of counsel.
22.We note your response to prior comment 41. We note your disclosure that there will be no
material U.S. federal income tax consequences to U.S. Holders of Energem Class A

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 December 23, 2022 Page 5
 FirstName LastNameSwee Guan Hoo
Energem Corp.
December 23, 2022
Page 5
Ordinary Shares and warrants as a result of the Business Combination.  Please provide a
tax opinion covering the material federal tax consequences of the transaction to the
holders of Energem's securities and revise your disclosure accordingly. Please refer to
Item 601(b)(8) of Regulation S-K, per Item 21(a) of Form S-4. For guidance in preparing
the opinion and related disclosure, please refer to Section III of Staff Legal Bulletin No.
19, which is available on our website
Graphjet's Business, page 149
23.We note your response to prior comment 50.  However, the document filed as Exhibit
10.11 appears to be a memorandum of understanding regarding a potential joint venture or
collaboration agreement with Toyoda Trike Inc, dated August 1, 2022, rather than the
supply agreement described in your registration statement and dated May 12, 2022.
Please additionally file the supply agreement as an exhibit to the registration statement.
Please also revise your disclose to (i) update the statement on page 150 that "The order
and terms of the [supply] agreement is expected to be finalized by the end of December
2022," (ii) update the statement on page 152 that "Graphjet expects to recognize revenue
in end of December of 2022, if not earlier," and (iii) reconcile the apparent inconsistencies
between the description of the joint venture on page 153 and Exhibit 10.11, including with
respect to the parties and the preliminary terms.
Graphjet's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
Cash Flows for the Years Ended September 30, 2022 and 2021, page 162
24.We note that certain amounts in your table on page 162 do not appear to be consistent
with your cash flow statement on page F-37. We also note that your discussion of
operating cash flows on page 162 do not appear to be correct and that cash flows from
investing activities appear to be excluded from both the table and your discussion. Please
revise.
Unaudited Pro Forma Condensed Combined Financial Information, page 163
25.We note from your disclosure that Graphjet has been determined to be the accounting
acquirer and has a fiscal year of September 30. However, it appears that you have
presented the pro forma financial statements based on a fiscal year of December 31.
Please expand your disclosure to clarify whether the fiscal year end of Graphjet will be
changed from September 30 to December 31, and if so, when you expect that will occur
relative to the date of merger. Under these circumstances, please also clarify whether you
will recast prior financial statements based on the new fiscal year or if not, how you will
transition reporting to the new fiscal year. Conversely, if you expect to retain the current
fiscal year end of Graphjet, tell us how you have concluded that the pro forma financial
statements should not align with the fiscal year of Graphjet as the successor entity.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 December 23, 2022 Page 6
 FirstName LastNameSwee Guan Hoo
Energem Corp.
December 23, 2022
Page 6
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2022, page 165
26.Please cross reference each pro forma balance sheet adjustment to the related description
in Note 3.
27.Please revise the pro forma balance sheet to disclose the number of shares issued and
outstanding on a historical and pro forma basis.
Experts, page 171
28.Please revise to appropriately refer to Graphjet’s financial statements as being as of
September 30, 2022 and 2021.
Legal Matters, page 171
29.Please revise the disclosure in this section to reflect the opinions filed as exhibits to your
registration statement.  It is unclear why Malaysian counsel would pass on the validity of
the "Combined Entity Ordinary Shares," given that you are a Cayman Islands company;
please revise or advise.
Energem Corp
Statement of Cash Flows, page F-5
30.It appear your net cash used in operating activities does not total correctly. Please also
revise to correctly place the subtotal lines throughout the table and remove the total line
on the bottom of the table.
Energem Corp
Notes to Financial Statements
Note 7 - Shareholders' Equity, page F-29
31.We note your response to prior comment 48 and reissue the comment in part. Please
provide us with your analysis to support the equity treatment for your public and private
placement warrants separately. As part of your analysis, please address whether there are
any terms or provisions in the warrant agreements that provide for potential changes to the
settlement amounts that are dependent upon the characteristics of the holder of the
warrant, and if so, how you analyzed those provisions in accordance with the guidance in
ASC 815-40.

Exhibits
32.Please file the agreements described on page 153 under the caption "Intellectual Property"
as exhibits to your registration statement, in accordance with your response to prior
comment 43.
33.The form of proxy filed as Exhibit 99.8 presents a single proposal 2, which appears

 FirstName LastNameSwee Guan Hoo
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 December 23, 2022 Pag

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

United States securities and exchange commission logo
October 25, 2022
Swee Guan Hoo
Chief Executive Officer
Energem Corp.
Level 3, Tower 11, Avenue 5, No. 8
Jalan Kerinchi, Bangsar South
Wilayah Persekutuan Kuala Lumpur, Malaysia
Re:Energem Corp.
Draft Registration Statement on Form F-4
Submitted September 26, 2022
CIK No. 0001879373
Dear Swee Guan Hoo:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-4
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.
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

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 October 25, 2022 Page 2
 FirstName LastName
Swee Guan Hoo
Energem Corp.
October 25, 2022
Page 2
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.
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.
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.
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 indicating that Graphjet shareholders will own
85% of the combined entity.

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 October 25, 2022 Page 3
 FirstName LastName
Swee Guan Hoo
Energem Corp.
October 25, 2022
Page 3
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.
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).
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.
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 and voting requirements.
Conform disclosure elsewhere for consistency, including without limitation, on pages 91-
92.
10.Please revise your disclosure to reflect that discretionary authority may not be exercised to
vote in favor of the adjournment proposal.
11.Please clarify disclosure regarding the percentage of public shareholders required to
approve proposals on which their vote is solicited.  In that regard, we note your disclosure
on page 15 indicates 2.33% of public shareholders is required for approval, yet this does
not seem to constitute a majority when combined with the 22.9% held by the sponsor.
Summary of the Proxy Statement/Prospectus, page 22
12.Please balance disclosure in the summary with information regarding the Graphjet's
limited operating history, lack of revenues or sales, and net losses to date.  Additionally
highlight that the Graphjet's auditor has expressed substantial doubt about its ability to
continue as a going concern.  Include appropriate risk factor disclosure in relation to the
foregoing.
13.Please revise disclosure regarding financial projections on pages 25-26 and 88 for clarify

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 October 25, 2022 Page 4
 FirstName LastNameSwee Guan Hoo
Energem Corp.
October 25, 2022
Page 4
and consistency.   For example, it is unclear what period the projections cover, and what
amount is projected for each year within the period.  In this regard, we note disclosure that
you and Baker Tilly were provided financial projections for the five years from 2023
through 2027, yet information on page 88 appears to cover a shorter period.  Ensure
consistent terminology and convert amounts into U.S. dollars to aid understanding.
14.Please revise your disclosure to provide an explanation for the basis of the
projections beyond year three.  Disclose whether the projections are in line with historic
operating trends.  Address why the change in trends is appropriate or assumptions are
reasonable.  While you have a history of operating losses, the forecasts project increasing
total gross profit.  Given that Graphjet has limited operations and no revenues to date,
your disclosure should clearly describe the basis for projecting revenues of approximately
$800 million in 2023 (and onward) and the factors or contingencies that would affect
these revenues from materializing.  Please also disclose whether the preliminary letters of
intent identified on page 26 are assumed to become binding contracts for specified
production amounts.  In addition, address whether the targeted production volumes are
reasonable in light of Graphjet's current and planned manufacturing capabilities, rather
than in relation to market demand, as page 79 discloses.
15.Please revise the diagrams on pages 23 and 24 to reflect the ownership interest of the
sponsor, PIPE investors, public shareholders and Graphjet shareholders.  Please reflect the
portion, if any, represented by Class B shares.
16.Please revise your disclosure on page 26 to clearly distinguish between the opinions of
Baker Tilly and the recommendations of Energm's board.
17.Please elaborate on the term Start-up Discount referenced on page 26 so that investors
have a better understanding of how this measure was used in reaching your valuation of
Graphjet.
18.Please revise disclosure regarding production capacity on page 26 to clearly state when
the manufacturing plant is expected to be completed and disclose the expected production
capacity for each year in the projection period.  Describe the anticipated obstacles to
overcome, timetable, and associated risks to enable securityholders to evaluate the
reasonableness of the projections.  Please also clarify how Graphjet will undertake
production to meet its projections prior to completion and ramping-up of its own
manufacturing plant.
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 37
19.Please provide pro forma financial statements that include a balance sheet as of the date of
your latest balance sheet and income statements for the latest fiscal year and interim
period.  The same comment applies to the Unaudited Pro Forma Condensed Combined
Financial Information section starting on page 157.
Accounting for the Business Combination, page 38

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 October 25, 2022 Page 5
 FirstName LastNameSwee Guan Hoo
Energem Corp.
October 25, 2022
Page 5
20.We note your disclosures on pages 38 and 89 regarding your anticipated accounting
treatment for the business combination and that the business combination will be treated
using the acquisition method of accounting.  Please tell how you reached that conclusion,
or revise your disclosures accordingly, as it appears that it should be accounted for as a
reverse capitalization with the financial statements of the combined entity represented as a
continuation of the financial statements of Graphjet with the business combination being
treated as the equivalent of Graphjet issuing stock for the net assets of Energem,
accompanied by a recapitalization.
Basis of Pro Forma Presentation, page 39
21.Refer to the table on page 39.  Please address the following:

•Footnote (2) and (3) appear to indicate that the maximum redemptions scenario
includes the shares underlying the Public and Private Placement warrants.  However,
these shares do not appear to be included in the amounts presented.  Please revise or
advise.

•Refer to footnote (4).  Tell us how you concluded it was appropriate to include PIPE
investment shares in the table.  In this regard, we note your disclosure on page 12 that
you intend to enter into subscription agreements and that there is no assurance you
will successfully enter into any subscription agreements with PIPE investors; and

•Reconcile the amounts disclosed in the share ownership table on page 39 with the
amounts disclosed on page 72.  In addition, revise to also present the 50% redemption
scenario, similar to your presentation on page 72.
Risk Factors, page 40
22.Please additionally disclose the material risks to unaffiliated investors presented by taking
the company public through a business combination rather than an underwritten offering.
These risks could include the absence of due diligence conducted by an underwriter that
would be subject to liability for any material misstatements or omissions in a registration
statement.
Directors of Energem have potential conflicts of interest . . . . , page 41
23.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
24.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants.  Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants.  Clearly explain the steps, if any, the company will take to notify all

 FirstName LastNameSwee Guan Hoo
 Comapany NameEnergem Corp.
 October 25, 2022 Page 6
 FirstName LastNameSwee Guan Hoo
Energem Corp.
October 25, 2022
Page 6
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
Pro Forma Capitalization, page 71
25.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities (e.g., shares
underlying private units and private warrants).  If the sponsor will receive additional
securities pursuant to an anti-dilution adjustment based on the company’s additional
financing activities, then please also (i) quantify the number and value of securities the
sponsor will receive and (ii) disclose the ownership percentages in the company before
and after the additional financing to highlight dilution to public security holders.
26.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination.  Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
27.It appears that underwriting fees remain constant and are not adjusted based on
redemptions.  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.
Proposal No.1 - The Business Combination Proposal, page 72
28.We note your presentation of pro forma book value per share on page 72.  Please revise to
provide in comparative columnar form, book value per share and loss per share on a
historical and pro forma basis for the registrant and Graphjet for the most recent fiscal
year and interim period.
29.You refer to pro forma book value in Footnote (3) but do not provide the data in the
Unaudited Pro Forma Condensed Combined Financial Information section.  Please revise.

Background of the Business Com

CORRESP
1
filename1.htm

EF
Hutton,

division
of Benchmark Investments, LLC

590
Madison Avenue, 39th Floor

New
York, NY 10022

November
12, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Melanie Singh, Esq.

Re:
Energem Corp.

Registration
Statement on Form S-1, as amended

File
No. 333-259443

Dear
Ms. Singh:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as representative of the underwriters
of the proposed public offering of securities of Energem Corp. (the “Company”), hereby join the Company’s request that
the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective at
5:00 p.m., Eastern Time, on Monday, November 15, or as soon thereafter as possible.

Pursuant
to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to
each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very truly yours,

    EF
Hutton,

                                                                     division of Benchmark Investments, LLC

    By:
    /s/
    Sam Fleischman

    Name:
    Sam
    Fleischman

    Title:
    Supervisory
    Principal

CORRESP
1
filename1.htm

Energem
Corp

Level
10, Tower 11, Avenue 5, No. 8,

Jalan
Kerinchi, Bangsar South

59200
Wilayah Persekutuan Kuala Lumpur, Malaysia

November
12, 2021

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate and Construction

100
F Street N.E.

Washington,
D.C. 20549

    Attention:
    Ms.
    Melanie Singh, Esq.

    Re:
    Energem
    Corp.

    Registration
    Statement on Form S-1

    File
    No. 333-259443

    REQUEST
    FOR ACCELERATION OF EFFECTIVENESS

Dear
Ms. Singh:

I
hope this letter finds you well.

Energem
Corp. (the “Company”) hereby requests that the effective date of the Company’s Registration Statement on Form S-1,
as amended (File No. 333-259443), be accelerated under Rule 461 under the Securities Act
of 1933, as amended, so that it will be declared effective at become effective at 1:00 p.m. Eastern time on November 15, 2021, or as
soon thereafter as possible.

Please
contact Debbie A. Klis of Rimon, P.C. on (202) 935-3390
with any questions you may have regarding this request. In addition, please notify Ms. Klis by
telephone when this request for acceleration has been granted.

  Sincerely
  yours,

    By:
    /s/ Swee
    Guan Hoo

    Swee
    Guan Hoo

    Chief
    Executive Officer

    cc:

    Rimon,
    P.C.

    Debbie
    A. Klis, Esq.

    Lucosky
    Brookman, LLP

    Lawrence
    Metelitsa

    Raymond
    Ressy

CORRESP
1
filename1.htm

October
20, 2021

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, NE

Washington
DC 20549

Attention:
Ms. Melanie Singh

  Re:
  Energem Corp.

  Registration
  Statement on Form S-1

  Filed on September 10, 2021

  File No. 333-259443

Dear
Ladies and Gentlemen,

On
behalf of Energem Corp. (the “Company”), we are writing to submit the Company’s
responses to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”)
issued on October 7, 2021 with respect to the above-referenced registration statement on Form S-1 filed on September 10,
2021 (the “Registration Statement”) relating to the registration under the Securities Act of 1933, as amended, of
common shares of the Company. 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 S-1 filed on September 10, 2021

Exhibit
23.1, page 1

1.
Please have your auditors file a properly worded consent in your next filing. Additionally, please update your reference to the name
of your auditor in Item 16 of your registration statement.

Response:
We acknowledge the Staff’s comments and have requested the consent from the Company’s auditors, which is filed with the Company’s
revised S-1 and we have updated Item 16 accordingly.

Capitalization,
page 79

2.
We note that you are offering 10,000,000 shares of common stock as part of your initial public offering of units, but only show 9,238,953
shares subject to possible redemption in your Capitalization table. Please tell us how you considered the guidance in ASC 480-10-S99-3A,
which requires securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable
(1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder, or (3) upon the occurrence of
an event that is not solely within the control of the issuer, in concluding that all 10,000,000 shares were not required to be presented
outside of permanent equity and part of shares subject to possible redemption.

Response:
In response to the Staff’s comments, we amended the Company’s S-1 in particular the Capitalization table and elsewhere to
make sure the Company’s securities are classified as permanent equity.

Please
do not hesitate to contact Debbie Klis on (202) 935-3390 or on debbie.klis@rimonlaw.com of Rimon P.C. with any questions or comments
regarding this letter.

    Kindest
    regards,

    /s/
    Rimon P.C.

    Rimon
    P.C.

  cc:
  Mr. Swee Guan Hoo

  Ameen
  Hamady

  Wilson
  Lee

  Erin
  E. Martin

1717
K Street NW, Suite 900, Washington, D.C. 20006

P:
(202) 935-3390

United States securities and exchange commission logo
October 7, 2021
Swee Guan Hoo
Chief Executive Officer
Energem Corp
Level 10, Tower 11 (Sanichi), Avenue 5, No. 8,
Jalan Kerinchi, Bangsar South
59200 Wilayah Persekutuan Kuala Lumpur, Malaysia
Re:Energem Corp.
Registration Statement on Form S-1
Filed on September 10, 2021
File No. 333-259443
Dear Mr. Hoo:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed on September 10, 2021
Exhibit 23.1, page 1
1.Please have your auditors file a properly worded consent in your next filing. Additionally,
please update your reference to the correct name of your auditor in Item 16 of your
registration statement.
Capitalization, page 79
2.We note that you are offering 10,000,000 shares of common stock as part of your initial
public offering of units, but only show 9,238,953 shares subject to possible redemption in
your Capitalization table. Please tell us how you considered the guidance in ASC 480-10-
S99-3A, which requires securities that are redeemable for cash or other assets to be

 FirstName LastNameSwee Guan  Hoo
 Comapany NameEnergem Corp
 October 7, 2021 Page 2
 FirstName LastName
Swee Guan  Hoo
Energem Corp
October 7, 2021
Page 2
classified outside of permanent equity if they are redeemable (1) at a fixed or
determinable price on a fixed or determinable date, (2) at the option of the holder, or (3)
upon the occurrence of an event that is not solely within the control of the issuer, in
concluding that all 10,000,000 shares were not required to be presented outside of
permanent equity and part of shares subject to possible redemption.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Ameen Hamady at 202-551-3891 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Melanie Singh at 202-551-4074 or Erin E. Martin at 202-551-3391 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction