Item 1.01. Entry into a Material Definitive Agreement.
Standby Equity Purchase Agreement
On January 12, 2023, Energem, Graphjet and YA II PN, Ltd., a Cayman Islands
exempt limited partnership managed by Yorkville Advisors Global, LP (the
"Investor") entered into a Standby Equity Purchase Agreement (the "SEPA"). The
Investor is a fund headquartered in Mountainside, New Jersey.
Upon the closing of the Business Combination, the combined entity, Graphjet
Technology (the "Company") will have the right to issue and sell to the
Investor, from time to time, as provided in the SEPA, and the Investor shall
purchase from the Company, up to $200 million in aggregate gross purchase price
(the "Commitment Amount") of the newly issued shares of the Company's Class A
Ordinary Shares (the "Ordinary Shares") (each such sale, an "Advance") by
delivering written notice to the Investor (each, an "Advance Notice" and the
date on which the Company is deemed to have delivered an Advance Notice, the
"Advance Notice Date"). The Ordinary Shares purchased pursuant to an Advance
will be purchased at a price equal to 96% of volume-weighted average price
during a one day pricing period or 97% of the three-day volume-weighted average
price during a three-day pricing period elected by Graphjet Technology.
The Company shall, in its sole discretion, select the amount of the Advance that
it desires to issue and sell to the Investor in each Advance Notice, not to
exceed the greater of (i) an amount equal to 100% of the average of the Daily
Traded Amount during the five consecutive Trading Days immediately preceding an
Advance Notice, or (ii) one million Ordinary Shares (the "Maximum Advance
Amount").
For purposes of determining the Maximum Advance Amount, "Daily Traded Value"
shall mean the product obtained by multiplying the daily trading volume of the
Ordinary Shares on Nasdaq during regular trading hours as reported by Bloomberg
L.P., by the VWAP for such trading day. There shall be no mandatory minimum of
Advances under the SEPA. "VWAP" means, for any trading day, the daily volume
weighted average price of the Ordinary Shares for such trading day on Nasdaq
during regular trading hours as reported by Bloomberg L.P.
The Company may not issue or sell any Ordinary Shares to the Investor under the
SEPA which, when aggregated with all other Ordinary Shares beneficially owned by
the Investor and its affiliates (as calculated pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended, and Rule 13d-3 promulgated
thereunder), would result in the Investor and its affiliates beneficially owning
more than 9.99% of the outstanding Ordinary Shares (the "Beneficial Ownership
Limitation"). The Beneficial Ownership Limitation may be waived by the Investor
as to itself and its affiliates, on the terms and subject to the conditions set
forth in the SEPA.
Pursuant to the terms of the SEPA, the Company shall prepare and file with the
Securities and Exchange Commission (the "SEC") a registration statement (the
"Registration Statement") or multiple Registration Statements registering for
resale the Ordinary Shares issuable to the Investor under the SEPA. The Company
in its sole discretion may choose when to file such Registration Statements;
provided, however, that the Company shall not have the ability to request any
Advances until the effectiveness of a Registration Statement.
As consideration for the Investor's commitment to purchase Ordinary Shares at
the Company's direction upon the terms and subject to the conditions set forth
in the SEPA, the Company will issue 200,000 Ordinary Shares to the Investor.
The SEPA shall terminate automatically on the earliest of (i) the first day of
the month next following the 36-month anniversary of the sixth trading day
following the date of closing of the Business Combination, (ii) the date on
which the Investor shall have made payment of Ordinary Shares pursuant to the
SEPA for Ordinary Shares equal to the Commitment Amount, and (iii) the
termination of the Share Purchase Agreement. The SEPA may be terminated at any
time by the mutual written consent of the parties to the SEPA, effective as of
the date of such mutual written consent unless otherwise provided in such
written consent, or by Energem upon five trading days' prior written notice to
the Investor subject to the terms of the SEPA.
This section describes the material provisions of the SEPA but does not purport
to describe all of the terms thereof. The summary herein is qualified in its
entirety by reference to the complete text of the SEPA, a copy of which is
attached hereto as Exhibit 2.1. Energem's securityholders and other interested
parties are urged to read such agreement in its entirety. Unless otherwise
defined herein, the capitalized terms used below are defined in the SEPA.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 is hereby incorporated by reference
into this Item 3.02. In the SEPA, the Investor represented that, among other
things, it is an institutional "accredited investor" as defined in Rule
501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the
"Securities Act"). The securities referred to in this Current Report on Form 8-K
are being issued and sold by the Company to the Investor in reliance upon the
exemption from the registration requirements of the Securities Act afforded by
Section 4(a)(2) of the Securities Act.
Item 7.01. Regulation FD Disclosure.
On January 17, 2023, Energem issued a press release announcing the execution of
the SEPA. The press release is attached hereto as Exhibit 99.1 and incorporated
by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is being furnished
and will not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject
to the liabilities of that section, nor will it be deemed to be incorporated by
reference in any filing under the Securities Act or the Exchange Act.
Item 8.01. Other Events.
On November 18, 2021, Energem consummated its initial public offering (the
"IPO"). In connection therewith, Energem entered into an Investment Management
Trust Agreement, dated November 18, 2021, by and between Energem and Continental
Stock Transfer & Trust Company, as trustee ("Continental") (the "Trust
Agreement"). A form of the Trust Agreement was initially filed as an exhibit to
Energem's Registration Statement on Form S-1 (File No. 333-259443) in connection
with the IPO.
As previously announced on Form 8-K on November 18, 2022, on November 16, 2022,
at 9:00 a.m. ET, Energem held an extraordinary general meeting of its
shareholders pursuant to due notice (the "Extraordinary General Meeting").
Energem shareholders entitled to vote at the Extraordinary General Meeting cast
their votes and approved an amendment to the Trust Agreement (the "Trust
Amendment Proposal"), pursuant to which the Trust Agreement was amended to
extend the date on which Continental must liquidate the Trust Account
established in connection with the IPO (the "Trust Account") if Energem has not
completed its initial business combination, from November 18, 2022 to August 18,
2023 provided Energem deposits $0.045 per Energem public Class A ordinary share
per month extended.
Shareholders of Energem also approved the Second Amended and Restated Articles
of Association of Energem at the Extraordinary General Meeting, giving Energem
the right to extend the date by which Energem must (i) consummate a merger,
capital share exchange, asset acquisition, share purchase, reorganization or
similar business combination involving Energem 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 Energem's Class A
ordinary shares included as part of the units sold in Energem's IPO from
November 18, 2022 (the "Termination Date") by up to nine (9) one-month
extensions to August 18, 2023 (the "Extension Amendment Proposal").
In connection with the voting on the Extension Amendment Proposal and the Trust
Amendment Proposal at the Extraordinary General Meeting, holders of 9,604,519
shares of Energem's Class A ordinary shares exercised their right to redeem
those shares for cash at an approximate price of $10.21 per share, for an
aggregate of approximately $98,062,138.99. Following the payment of the
redemptions, the Trust Account had a balance of approximately $19,360,390.01.
Deposit of Extension Funds
In connection with the third monthly extension of the Termination Date, Energem
caused $0.045 per outstanding share of Energem's Class A ordinary shares or
approximately $85,296.45 for 1,895,481 Class A ordinary shares to be paid to the
Trust Account on January 13, 2022 in advance of the January 18, 2022 due date.
Important Information About the Proposed Business Combination and Where to Find
It
Energem has filed 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.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is not
intended to and shall not constitute a proxy statement or the solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the Business Combination or PIPE financing and is not intended to and shall not
constitute an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy or subscribe for any securities or a
solicitation of any vote of approval, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Participants in 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
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, statements about future financial and operating
results, our plans, objectives, expectations and intentions with respect to
future operations, products and services; and other statements identified by
words such as "will likely result," "are expected to," "will continue," "is
anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook"
or words of similar meaning. These forward-looking statements include, but are
not limited to, statements regarding Graphjet's industry and market sizes,
future opportunities for Energem and Graphjet, Energem and Graphjet's estimated
future results and the transactions contemplated by the Share Purchase
Agreement, including the implied enterprise value, the expected transaction and
ownership structure and the likelihood and ability of the parties to
successfully consummate the transactions contemplated by the Share Purchase
Agreement. Such forward-looking statements are based upon the current beliefs
and expectations of our management and are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many of
which are difficult to predict and generally beyond our control. Actual results
and the timing of events may differ materially from the results anticipated in
these forward-looking statements.
In addition to factors previously disclosed in Energem's reports filed with the
SEC and those identified elsewhere in this communication, the following factors,
among others, could cause actual results and the timing of events to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (i) the risk that the transactions contemplated by
the Share Purchase Agreement may not be completed in a timely manner or at all,
which may adversely affect the price of Energem's securities; (ii) the risk that
the transactions contemplated by the Share Purchase Agreement may not be
completed by Energem's Business Combination deadline and the potential failure
to obtain an extension of the Business Combination deadline if sought by
Energem; (iii) the failure to satisfy the conditions to the consummation of the
transactions contemplated by the Share Purchase Agreement, including the
adoption of the Share Purchase Agreement by the shareholders of Energem, the
satisfaction of the minimum cash amount following redemptions by Energem's
public shareholders and the receipt of certain governmental and regulatory
approvals; (iv) the lack of a track record for Graphjet to determine the
market's reaction to its technology; (v) the occurrence of any event, change or
other circumstance that could give rise to the termination of the Share Purchase
Agreement; (vi) the effect of the announcement or pendency of the transactions
contemplated by the Share Purchase Agreement on Graphjet's business
relationships, performance and business generally; (vii) risks that the
transactions contemplated by the Share Purchase Agreement disrupt current plans
and operations of Graphjet; (viii) the outcome of any legal proceedings that may
be instituted against Graphjet or Energem related to the Share Purchase
Agreement or the transactions contemplated thereby; (ix) the ability to maintain
the listing of Energem's securities on Nasdaq Global Market; (x) the price of
Energem's securities, including following the Closing, may be volatile due to a
variety of factors, including changes in the competitive and regulated
industries in which Graphjet operates, variations in performance across
competitors, changes in laws and regulations affecting Graphjet's business and
changes in the capital structure; (xi) the ability to implement business plans,
forecasts, and other expectations after the completion of the transactions
contemplated by the Share Purchase Agreement, and identify and realize
additional opportunities; (xii) the risk of downturns and the possibility of
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Standby Equity Purchase Agreement
99.1 Press Release
104 Cover Page Interactive Data File (Embedded within the Inline XBRL
document and included in Exhibit).
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