Energem Corp. Announces Confidential Submission of Draft Registration Statement to the SEC With Respect to Proposed Business Combination with Graphjet Technology Sdn. Bhd.
Energem Corp (Nasdaq: ENCP, ENCPW) has announced a proposed business combination with Graphjet Technology Sdn. Bhd., which holds a patent-pending technology for recycling palm kernel shells into graphene and artificial graphite. A confidential draft Registration Statement on Form F-4 has been submitted to the SEC, and the merger, approved by both companies' boards, expects completion in early 2023, pending shareholder approval and other customary conditions. Post-transaction, Energem will rebrand as Graphjet Technology and be listed under ticker GTI.
- The business combination may enhance Energem's market position in the innovative graphene and graphite sector.
- Graphjet’s sustainable production methods can reduce costs and environmental impact.
- Completion of the business combination is contingent on various external approvals, which introduces uncertainty.
- Potential volatility in Energem’s stock price due to the risks associated with the merger process.
New York, NY, Sept. 27, 2022 (GLOBE NEWSWIRE) -- Energem Corp (“Energem”) (Nasdaq: ENCP, ENCPW), a special purpose acquisition company, and Graphjet Technology Sdn. Bhd., a Malaysian private limited company and owner of the world’s first patent-pending technology to recycle palm kernel shells generated in the production of palm seed oil to produce single layer graphene and artificial graphite (“Graphjet”) today announced the submission of a confidential draft Registration Statement on Form F-4 to the U.S. Securities and Exchange Commission (the “SEC”) with respect to their previously announced proposed business combination.
The proposed business combination, which has been approved by the boards of directors of Energem and Graphjet, is expected to be completed in early 2023, subject to, among other things, the approval by Energem’s shareholder, satisfaction of the conditions stated in the definitive agreement and other customary closing conditions, including a registration statement being declared effective by the SEC and approval by The Nasdaq Stock Market to list the securities of the combined entity.
Upon the closing of the business combination between Energem and Graphjet, Energem expects to be renamed Graphjet Technology and, as a publicly listed holding company, with Graphjet as its wholly-owned subsidiary, be listed on the Nasdaq Global Market under the ticker symbol “GTI.”
About Graphjet Technology Sdn. Bhd.
Graphjet Technology Sdn. Bhd. was founded in 2019 in Malaysia as an innovative and ESG-friendly graphene and graphite producer. Graphjet Technology has the world’s first patent-pending technology to recycle palm kernel shells generated in the production of palm seed oil to produce single layer graphene and artificial graphite at far lower cost than traditional carbon-intensive approaches.
Graphene is presently one of the highest-profile materials in the world, also known as "black gold" and the "king of new materials." Graphene’s high electric and thermal conductivity, hardness greater than that of a diamond and ultralight weight makes it critical to a number of innovative industries, including electric vehicle batteries, semiconductors, composite materials and biomedical applications. Graphjet’s sustainable production methods utilizing palm kernel shells, a common agricultural waste product in Malaysia, will create a new paradigm and sustainable global supply chain to support graphite and graphene demand.
About Energem Corp.
Energem Corp. is a blank check company formed for the purposes of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more energy and/or sustainable natural resource companies. In November 2021, Energem consummated a
Additional Information and Where to Find It
For additional information on the proposed transaction, see Energem’s Current Report on Form 8-K, filed with the SEC on August 2, 2022. In connection with the proposed transaction, Energem intends to file relevant materials with the SEC, including a registration statement on Form F-4 with the SEC, which will include a proxy statement/prospectus, and will file other documents regarding the proposed transaction with the SEC. Energem’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed business combination, as these materials will contain important information about Graphjet and Energem and the proposed business combination. Promptly after the Form F-4 is declared effective by the SEC, Energem will mail the definitive proxy statement/prospectus and a proxy card to each shareholder entitled to vote at the meeting relating to the approval of the business combination and other proposals set forth in the proxy statement/prospectus. Before making any voting or investment decision, investors and shareholders of Energem are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by Energem with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov, or by directing a request to Energem Corp., Level 3, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, Wilayah Persekutuan, Kuala Lumpur, Malaysia.
Participants in the Solicitation
Energem Corp. and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Energem’s shareholders in connection with the proposed transaction. A list of the names of those directors and executive officers and a description of their interests in Energem will be included in the proxy statement/prospectus for the proposed business combination when available at www.sec.gov. Information about Energem’s directors and executive officers and their ownership of Energem ordinary shares is set forth in Energem’s final prospectus dated November 15, 2021 and filed with the SEC on November 17, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the proposed business combination when it becomes available. These documents can be obtained free of charge from the source indicated above.
Graphjet Technology Sdn. Bhd. and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Energem in connection with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement/prospectus for the proposed business combination.
Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests is included in the proxy statement/prospectus filed with the SEC on Form F-4. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release constitute “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements may include, but are not limited to, statements with respect to (i) trends in the graphite and graphene raw materials industry, including changes in demand and supply related to Graphjet’s products and services; (ii) Graphjet’s growth prospects and Graphjet’s market size; (iii) Graphjet projected financial and operational performance including relative to its competitors; (iv) new product and service offerings Graphjet may introduce in the future; (v) the potential transaction, including the implied enterprise value, the expected post-closing ownership structure and the likelihood and ability of the parties to consummate the potential transaction successfully; (vi) the risk the proposed business combination may not be completed in a timely manner or at all, which may adversely affect the price of Energem’s securities; (vii) the failure to satisfy the conditions to the consummation of the proposed business combination, including the approval of the proposed business combination by the shareholders of Energem Corp.; (viii) the effect of the announcement or pendency of the proposed business combination on Energem’s or Graphjet’s business relationships, performance and business generally; (ix) the outcome of any legal proceedings that be instituted against Energem or Graphjet related to the proposed business combination or any agreement related thereto; (x) the ability to maintain the listing of Energem on Nasdaq; (xi) the price of Energem’s securities, including volatility resulting from changes in the competitive and regulated industry in which Graphjet operates, variations in performance across competitors, changes in laws and regulations affecting Graphjet’s business and changes in the combined capital structure; (xii) the ability to implement business pans, forecasts, and other expectations after the completion of the proposed business combination and identify and realize additional opportunities; and (xiii) other statements regarding Energem’s or Graphjet’s expectations, hopes, beliefs, intentions and strategies regarding the future.
In addition, any statements that refer to projections forecasts or other characterizations of future events or circumstances, including any underlying assumptions are forward-looking statements. he words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “outlook,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject, are subject to risks and uncertainties.
You should carefully consider the risks and uncertainties described in the “Risk Factors” section of Energem Corp. final prospectus dated November 15, 2021 and filed with the SEC on November 17, 2021 for its initial public offering, Energem’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed on March 31, 2022 and its Form 10-Qs for quarter ended March 31, 2022 filed on May 13, 2022 and June 30, 2022 filed on August 15, 2022 and, the proxy statement/prospectus relating to the transaction, which is expected to be filed by Energem Corp with the SEC, other documents filed by Energem Corp from time to time with SEC, and any risk factors made available to you in connection with Energem Corp., Graphjet, and the transaction.
These forward-looking statements involve a number of risks and uncertainties (some of which are beyond the control of Graphjet and Energem Corp.) and other assumptions, that may cause the actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Energem and Graphjet caution that the foregoing list of factors is not exclusive.
No Offer or Solicitation
This press release relates to a proposed business combination between Energem Corp. and Graphjet Technology Sdn. Bhd., and does not constitute a proxy statement or solicitation of a proxy and does not constitute an offer to sell or a solicitation of an offer to buy the securities of Energem Corp. or Graphjet, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
Contacts
For Energem Corp.
Level 3, Tower 11, Avenue 5, No. 8,
Jalan Kerinchi, Bangsar South
Wilayah Persekutuan, Kuala Lumpur, Malaysia
Attn: Mr. Swee Guan Hoo
Chief Executive Officer
Tel: + (60) 3270 47622
For Graphjet Technology Sdn. Bhd.
Darrow Associates Investor Relations
Matt Kreps
T: 214-597-8200
mkreps@darrowir.com
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