Item 8.01. Other Events.
On November 18, 2021, Energem Corp. ("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 $10.26 per share, for an
aggregate of approximately $98,538,999.03. Following the payment of the
redemptions, the Trust Account had a balance of approximately $19,446,970.75.
Deposit of Extension Funds
In connection with the sixth monthly extension of the Termination Date, Energem
caused $0.045 per outstanding share of Energem's Class A ordinary shares or
approximately $85,296.65 for 1,895,481 Class A ordinary shares to be paid to the
Trust Account on April 14, 2023 in advance of the April 18, 2023 due date.
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.
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
rapid change in the highly competitive industry in which Graphjet operates, and
the risk of changes in applicable law, rules, regulations and regulatory
guidance that could adversely impact Graphjet's operations; (xiii) the risk that
Graphjet and its current and future collaborators are unable to successfully
develop and commercialize Graphjet's products or services, or experience
significant delays in doing so; (xiv) the risk that Graphjet may not achieve or
sustain profitability; (xv) the risk that Graphjet will need to raise additional
capital to execute its business plan, which may not be available on acceptable
terms or at all; and (xvi) the risk that Graphjet experiences difficulties in
managing its growth and expanding operations.
Actual results, performance or achievements may differ materially, and
potentially adversely, from any projections and forward-looking statements and
the assumptions on which those forward-looking statements are based. There can
be no assurance that the data contained herein is reflective of future
performance to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as projected
financial information and other information are based on estimates and
assumptions that are inherently subject to various significant risks,
uncertainties and other factors, many of which are beyond our control. All
information set forth herein speaks only as of the date hereof in the case of
information about Energem and Graphjet or the date of such information in the
case of information from persons other than Energem or Graphjet, and we disclaim
any intention or obligation to update any forward-looking statements as a result
of developments occurring after the date of this communication. Forecasts and
estimates regarding Graphjet's industry and end markets are based on sources we
believe to be reliable, however there can be no assurance these forecasts and
estimates will prove accurate in whole or in part. Annualized, pro forma,
projected, and estimated numbers are used for illustrative purpose only, are not
forecasts and may not reflect actual results.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (Embedded within the Inline XBRL
document and included in Exhibit).
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