As filed with the Securities and Exchange Commission on January 26, 2023

Registration No. 333-268716

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT No. 1 TO

FORM F-4 ON FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Energem Corp.*

(Exact name of registrant as specified in its charter)

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

Jalan Kerinchi, Bangsar South

Wilayah Persekutuan Kuala Lumpur, Malaysia

+ (60) 3270 47622

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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

+ (60) 3270 47622

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the share purchase agreement to consummate the proposed business combination are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Explanatory Note

This Amendment No. 1 to Form F-4 on Form S-4 is being filed by Energem Corp. (the “Registrant”) to convert the Registration Statement on Form F-4 (File No. 333-268716) (as amended, the “Registration Statement”) into a Registration Statement on Form S-4. The information included in this filing by the Registrant amends the Registration Statement and the prospectus and the prospectus contained therein. No additional securities are being registered under this Amendment No. 1 to Form F-4 on Form S-4. All applicable registration fees were paid at the time of the original filing of the Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

* The Registrant is currently named Energem Corp. Upon closing of the transactions described herein, the Registrant will change its name to Graphjet Technology.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary— Subject To Completion, Dated ____, 2023

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING
AND
PROSPECTUS FOR [138,000,000] CLASS A ORDINARY SHARES OF
ENERGEM CORP.

To the Shareholders of Energem Corp.:

We are very pleased to provide this proxy statement/prospectus relating to the proposed purchase (the “Purchase”) by Energem Corp., a Cayman Islands exempted company (“Energem” or “Purchaser”) of all of the issued and outstanding shares (the “Graphjet Pre-Transaction Shares”) of Graphjet Technology Sdn. Bhd., a Malaysian private limited company (“Graphjet” or the “Company”), pursuant to a Share Purchase Agreement dated as of August 1, 2022, as it may be amended or supplemented from time to time (the “Share Purchase Agreement” or “SPA”).

The board of directors of Energem has unanimously approved the Share Purchase Agreement, which is by and among Energem, Graphjet, Swee Guan Hoo, solely in his capacity as the representative for the shareholders of Purchaser after the closing of the sale and purchase of the Graphjet Pre-Transaction Shares (the “Closing”) for Energem’s shareholders (other than the Company Security Holders (as defined below), and their successors and assignees) (the “Purchaser Representative”), the individuals listed on the signature page of the SPA under the heading “Selling Shareholders” (each, a “Selling Shareholder” and together, the “Selling Shareholders”), and Lee Ping Wei in his additional capacity as representative for the Selling Shareholders (the “Shareholder Representative”).

Energem, Graphjet, the Purchaser Representative, the Selling Shareholders and the Shareholder Representative are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the SPA. The “Company Security Holders” are the holders of the Graphjet Pre-Transaction Shares and any other Graphjet convertible securities, as further described in the SPA and this proxy statement/prospectus. The Business Combination implies a $1.49 billion post-closing equity value, assuming no redemptions by the shareholders of Energem.

If the Share Purchase Agreement is approved by Energem’s shareholders (the “Energem Shareholders”) and the transactions contemplated by the Share Purchase Agreement are consummated, (i) Energem will acquire all of the issued and outstanding Graphjet Pre-Transaction Shares from the Selling Shareholders and Graphjet will become a wholly-owned subsidiary of Energem, and (ii) Energem will change its name to Graphjet Technology (the “Business Combination” and together with the other transactions contemplated by the Share Purchase Agreement, the “Transactions”) and each Selling Shareholder shall receive a number of Purchaser’s Class A Ordinary Shares (the “Energem Class A Ordinary Shares”) subject to a formula set forth below.

The SPA computes the consideration that each Selling Shareholder is entitled to receive at the Closing of the Business Combination as such number of Energem Class A Ordinary Shares equal to the aggregate Consideration Shares (as defined below) divided by the number of Graphjet Pre-Transaction Shares outstanding immediately prior to the Closing, multiplied by the number of Graphjet Pre-Transaction Shares held by such Selling Shareholder (the “Conversion Ratio”). The total consideration payable to the Selling Shareholders in accordance with the Share Purchase Agreement is also referred to herein as the “Transaction Consideration.”

The Transaction Consideration to be paid pursuant to the Share Purchase Agreement to the Selling Shareholders for the purchase of all issued and outstanding Graphjet Pre-Transaction Shares, shall be that number of Energem Class A Ordinary Shares equal to (i) One Billion Three Hundred and Eighty Million U.S. Dollars ($1,380,000,000), minus (ii) the amount, if any, by which $30,000 (i.e., the Target Net Working Capital Amount) exceeds the Net Working Capital Amount (but not less than zero) (as defined in the SPA and herein), minus (iii) the Closing Net Indebtedness amount (as defined in the SPA and herein), minus (iv) the amount of any Transaction Expenses (as defined in the SPA), divided by ten dollars ($10.00) (in the aggregate, the “Consideration Shares”). See the section entitled “Proposal No. 1 - The Business Combination Proposal - The Share Purchase Agreement” on page [74] of the accompanying proxy statement/prospectus for further information on the consideration being paid in the Business Combination.

Energem’s units, Class A Ordinary Shares and Public Warrants are traded on the Nasdaq Capital Market (“Nasdaq”) under the symbols “ENCPU,” “ENCP” and “ENCPW,” respectively. Pursuant to the Share Purchase Agreement, Energem shall apply to list the ordinary shares of the Combined Entity (the “Combined Entity Ordinary Shares”) and the warrants of the Combined Entity on the Nasdaq Global Market under the symbols “GTI” and “GTIW,” respectively, upon the closing of the Business Combination. Energem will not have units traded following the Closing of the Business Combination. At the Closing, each unit will separate into its component securities. Also following the Closing of the Business Combination, Energem intends to change its name to Graphjet Technology.

Proposals to approve the Share Purchase Agreement and the other matters discussed in this proxy statement/prospectus, in order to obtain the shareholder approvals necessary to complete the Business Combination, will be presented at the office of Energem Corp. located at Level 3, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, Wilayah Persekutuan Kuala Lumpur, Malaysia and via a live audio webcast on __________, 2023 at 10:00 a.m., Eastern Time (the “Extraordinary General Meeting”), unless postponed or adjourned to a later date. At the Energem Extraordinary General Meeting, Energem will ask its shareholders to adopt the Share Purchase Agreement and the related transactions thereby approving the Business Combination and to approve the other proposals described in this proxy statement/prospectus.

To participate in the Extraordinary General Meeting via the live video webcast, an Energem Shareholder of record will need the 12-digit control number included on such shareholder’s proxy card or instructions that accompanied such shareholder’s proxy materials. If an Energem Shareholder holds his, her or its shares in “street name,” which means his, her or its shares are held of record by a broker, bank or other nominee, such Energem Shareholder should contact his, her or its broker, bank or nominee to ensure that votes related to the shares he, she or it beneficially owns are properly counted. In this regard, such Energem Shareholder must provide the record holder of his, her or its shares with instructions on how to vote his, her or its shares or, if such Energem Shareholder wishes to attend the Extraordinary General Meeting and vote in person, obtain a proxy from his, her or its broker, bank or nominee.

In order to obtain the shareholder approvals necessary to complete the Business Combination, the Extraordinary General Meeting will be held at the office of Energem Corp. located at Level 3, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, Wilayah Persekutuan Kuala Lumpur, Malaysia and via a live audio webcast on __________, 2023 at 10:00 a.m., Eastern Time. Energem Shareholders are encouraged to attend the Extraordinary General Meeting in person and arrive prior to the start time or via the live webcast and access the webcast prior to the start time. If you encounter any difficulties accessing the live audio webcast of the Extraordinary General Meeting during the Extraordinary General Meeting time, please call the technical support number that will be posted on the live audio webcast login page for the Extraordinary General Meeting.

If you have any questions or need assistance with voting your Energem Ordinary Shares, please contact Laurel Hill Advisory Group, LLC, Energem’s proxy solicitor, by calling 855-414-2266 or send an email to Energem@LaurelHill.com. Banks and brokers can also call 855-414-2266 or send an email to Energem@LaurelHill.com. This proxy statement/prospectus and the notice of the Extraordinary General Meeting relating to the Business Combination will be available at [www.sec.gov/__________________].

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting of Energem’s Shareholders. We encourage you to carefully read this entire proxy statement/prospectus, including all annexes attached hereto.

Graphjet Technology will be an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

Graphjet Technology will also be a “foreign private issuer,” as defined in the Exchange Act, and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, Graphjet Technology’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, Graphjet Technology will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

The accompanying proxy statement/prospectus provides Energem Shareholders with detailed information about the Business Combination and other matters to be considered at the Extraordinary General Meeting. We encourage you to read the entire accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 42 of the accompanying proxy statement/prospectus.

None of the SEC, the Cayman Islands Monetary Authority, or any state securities commission has approved or disapproved of the securities to be issued in connection with the Business Combination, or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated _______, 2023, and is first being mailed to Energem Shareholders on or about _______, 2023.

Very truly yours,

Swee Guan Hoo

Chief Executive Officer

Energem Corp.

ENERGEM CORP.

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

Jalan Kerinchi, Bangsar South Wilayah Persekutuan

Kuala Lumpur, Malaysia

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

OF ENERGEM CORP.

To Be Held on _______, 2023

To the Shareholders of Energem Corp.:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of shareholders of Energem Corp. (“Energem”), a Cayman Islands exempted company, will be held at 10:00 a.m. Eastern Time, on _________, 2023 at the offices of Energem Corp. located at Level 3, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, Wilayah Persekutuan Kuala Lumpur, Malaysia. The Extraordinary General Meeting will also be available via a live webcast. You are cordially invited to attend and participate in the Extraordinary General Meeting in person or online via a live webcast by visiting https://www.cstproxy.com/energemcorp/2023 with Conference ID: 8675126# and to vote at the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.

At the Extraordinary General Meeting, Energem Shareholders (the “Energem Shareholders”) will be asked to consider and vote upon:

Consummation of each of the Energem M&A Proposals and the Director Appointment Proposal is conditioned on the approval of the Business Combination Proposal, the Share Issuance Proposal and the Equity Incentive Plan Proposal (collectively, the “Condition Precedent Proposals”). If each of the Condition Precedent Proposals are passed, Energem Shareholders will be asked to vote upon the Energem M&A Proposals and the Director Appointment Proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which Energem encourages you to read carefully and in its entirety before voting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

We also will transact any other business as may properly come before the Extraordinary General Meeting or any adjournment or postponement thereof. The items of business listed above are more fully described elsewhere in the proxy statement/prospectus. Whether or not you intend to attend the Extraordinary General Meeting, we urge you to read the attached proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION IN THE PROXY STATEMENT/PROSPECTUS ENTITLED “RISK FACTORS.”

The board of directors of Energem (the “Energem Board”) has set [_____], 2023 as the record date for the Extraordinary General Meeting. Only holders of record of Energem Ordinary Shares at the close of business on [_____], 2023 will be entitled to notice of and to vote at the Extraordinary General Meeting and any adjournments or postponements thereof. Any shareholder entitled to attend and vote at the Extraordinary General Meeting may attend the Extraordinary General Meeting live or virtually and is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. Such proxy need not be a holder of Energem Ordinary Shares. A complete list of Energem Shareholders of record entitled to vote at the Extraordinary General Meeting will be available for ten days before the Extraordinary General Meeting at the principal executive office of Energem for inspection by Energem Shareholders during ordinary business hours for any purpose germane to the Extraordinary General Meeting. The eligible Energem Shareholder list will also be available at that time on the Extraordinary General Meeting website for examination by any shareholder attending the Extraordinary General Meeting via live audio webcast.

Pursuant to Energem’s current amended and restated memorandum and articles of association (“Energem M&A”), Energem will provide Public Shareholders with the opportunity to redeem their Energem Class A Ordinary Shares included as part of the units sold in Energem’s initial public offering for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, calculated as of two business days prior to the consummation of the transactions contemplated by the Share Purchase Agreement, including interest earned on the funds held in the Trust Account (net of taxes payable) and not previously released to Energem to pay taxes, upon the closing of the transactions contemplated by the Share Purchase Agreement.

For illustrative purposes, based on funds in the Trust Account of approximately $[_______] (net of taxes payable) on [●], 2023, the record date for the Extraordinary General Meeting, the estimated per share redemption price would have been approximately [$10.___], excluding additional interest earned on the funds held in the Trust Account and not previously released to Energem to pay taxes. Public Shareholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A Public Shareholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Energem Class A Ordinary Shares.

Energem LLC, a Cayman Islands limited liability company (the “Sponsor”), and Energem’s directors and officers who hold Energem Class B Ordinary Shares (collectively, “initial shareholders”), have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any Energem Ordinary Shares they may hold.

Approval of each of the Business Combination Proposal, the Share Issuance Proposal, the Equity Incentive Plan Proposal and the Director Appointment Proposal requires an ordinary resolution, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Energem Ordinary Shares that are present in person or represented by proxy and are entitled to vote thereon at the Extraordinary General Meeting. Under the terms of the Energem M&A, only the holders of Energem Class B Ordinary Shares are entitled to vote on the election of directors to the board of directors of Energem prior to the closing of a business combination. Therefore, only holders of the Energem Class B Ordinary Shares will vote on the Director Appointment Proposal at the Extraordinary General Meeting.

The Energem M&A Proposals must each be approved by Special Resolution, being the affirmative vote of at least two-thirds of such holders of the issued and outstanding Energem Ordinary Shares as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting. Additionally, certain of the amendments contemplated by the amendment and restatement of the memorandum and articles of association may only be approved by a Special Resolution of holders representing at least 90% of the issued and outstanding Energem Class B Ordinary Shares.

Following the recent redemptions by Energem’s Public Shareholders, leaving 1,895,481 outstanding Class A Ordinary Shares, because the Initial Shareholders agreed to vote their aggregate 2,875,000 outstanding Class B ordinary shares in favor of each of the Business Combination Proposal, the Energem M&A Proposals, the Share Issuance Proposal, the Equity Incentive Plan Proposal and the Director Appointment Proposal, each of Business Combination Proposal, the Energem M&A Proposals, the Share Issuance Proposal, the Equity Incentive Plan Proposal and the Director Appointment Proposal will be approved even if none of the public shares are voted in favor of any of Business Combination Proposal, the Energem M&A Proposals, the Share Issuance Proposal, the Equity Incentive Plan Proposal and the Director Appointment Proposal.

If presented, approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Energem Ordinary Shares that are present in person or represented by proxy and are entitled to vote thereon at the Extraordinary General Meeting.

Each redemption of Energem Class A Ordinary Shares by its Public Shareholders will decrease the amount in the Trust Account. Energem will not consummate the Business Combination if the redemption of Energem Class A Ordinary Shares would result in Energem’s failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) (or any successor rule).

If the Business Combination Proposal is not approved, the Adjournment Proposal will not be presented to the Energem Shareholders for a vote. The consummation of the Energem M&A Proposals and the Director Appointment Proposal are conditioned on the approval of the Business Combination Proposal, the Share Issuance Proposal and the Equity Incentive Plan Proposal. Thus, the Energem M&A Proposals and the Director Appointment Proposal will not be presented if the Business Combination Proposal, the Share Issuance Proposal and the Equity Incentive Plan Proposal are not all approved. It is important for you to note that in the event that the Business Combination Proposal, the Energem M&A Proposals, and the Share Issuance Proposal do not receive the requisite votes for approval, then the Business Combination may not be consummated.

If Energem does not consummate the Business Combination with Graphjet and fails to complete an initial business combination with another target company by January 18, 2023 (or pursuant to up to seven (7) remaining one-month extensions to August 18, 2023 by depositing additional funds into the Company’s Trust Account, as described in more detail in this proxy statement/prospectus), Energem will be required to liquidate its Trust Account by returning the then remaining funds in such account to the Public Shareholders and then proceed to liquidate and dissolve. The proxy statement/prospectus accompanying this notice explains the Share Purchase Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Extraordinary General Meeting. Please review the accompanying proxy statement/prospectus carefully.

Your vote is very important to us, regardless of the number of shares you own. Whether you plan to attend the Extraordinary General Meeting live or virtually or not all, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly voted and counted.

The Energem Board unanimously approved the Share Purchase Agreement and the transactions contemplated thereby, and recommends that you vote “FOR” each of the Business Combination Proposal, the Energem M&A Proposals, the Share Issuance Proposal, the Equity Incentive Plan Proposal, the Director Appointment Proposal (collectively, the “Required Proposals”) and, if presented, the Adjournment Proposal.

If you have any questions or need assistance voting your Energem Ordinary Shares, please call 855-414-2266. Questions can also be sent by email to Energem@LaurelHill.com. This notice of Extraordinary General Meeting is, and the proxy statement/prospectus relating to the Business Combination will be, available at [https://sec.gov__________.]

On behalf of the Energem Board, I sincerely thank you for your time and support and look forward to the successful completion of the Business Combination.

By Order of the Board of Directors,

Swee Guan Hoo,

Chief Executive Officer

____________, 2023

YOUR VOTE IS IMPORTANT. IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARE CERTIFICATES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person or virtually, the effect will be, among other things, that your Energem Ordinary Shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting. If you are an Energem Shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person. Your attention is directed to the remainder of the proxy statement/prospectus following this notice for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the documents referred to therein.

ALL REMAINING HOLDERS (THE “PUBLIC SHAREHOLDERS”) OF ENERGEM CLASS A ORDINARY SHARES ISSUED IN ENERGEM’S INITIAL PUBLIC OFFERING (THE “PUBLIC SHARES”) HAVE THE RIGHT TO HAVE THEIR PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH. THIS MEANS THAT ANY PUBLIC SHAREHOLDER HOLDING PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE REDEMPTION RIGHTS, HOLDERS MUST TENDER THEIR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, ENERGEM’S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARE CERTIFICATES BY EITHER DELIVERING YOUR SHARE CERTIFICATES TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN SYSTEM.

IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF ENERGEM SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS. PLEASE ALSO AFFIRMATIVELY CERTIFY IN YOUR REQUEST TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY FOR REDEMPTION IF YOU “ARE” OR “ARE NOT” ACTING IN CONCERT OR AS A “GROUP” (AS DEFINED IN SECTION 13(D)(3) OF THE EXCHANGE ACT) WITH ANY OTHER SHAREHOLDER WITH RESPECT TO ORDINARY SHARES.

YOU MUST ACT IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH.

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT ENERGEM AND GRAPHJET THAT IS NOT INCLUDED IN OR DELIVERED HEREWITH. THIS INFORMATION IS AVAILABLE WITHOUT CHARGE TO ENERGEM SHAREHOLDERS UPON WRITTEN OR ORAL REQUEST. IF YOU WOULD LIKE TO MAKE SUCH REQUEST, YOU SHOULD CONTACT ENERGEM IN WRITING AT SWEE GUAN HOO, ENERGEM CORP., LEVEL 3, TOWER 11, AVENUE 5, NO. 8, JALAN KERINCHI, BANGSAR SOUTH WILAYAH PERSEKUTUAN KUALA LUMPUR, MALAYSIA OR BY TELEPHONE AT + (60) 3270 47622. TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THE INFORMATION NO LATER THAN [___________], 2023, WHICH IS FIVE BUSINESS DAYS BEFORE THE DATE YOU MUST MAKE YOUR INVESTMENT DECISION.

Holders of outstanding Energem units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. Energem LLC, the sponsor of Energem (the “Sponsor”), and Energem’s officers and directors have agreed to waive their redemption rights with respect to any Energem Ordinary Shares they may hold in connection with the consummation of the Business Combination (the “Founder Shares”). Currently, the Sponsor and the Energem Board and officers beneficially own approximately 22.9% of the issued and outstanding Energem Ordinary Shares. The Sponsor and Energem’s directors and officers have agreed to vote any Energem Ordinary Shares owned by them in favor of the Business Combination, which would include the Business Combination Proposal and the other Proposals.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”), by Energem, constitutes a prospectus of Energem under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Energem Class A Ordinary Shares to be issued to the Selling Shareholders in connection with the Business Combination. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Extraordinary General Meeting at which Energem Shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Share Purchase Agreement, among other matters.

The registration statement and the accompanying proxy statement/prospectus is available without charge to Energem Shareholders upon written or oral request. This document and Energem’s other filings with the SEC may be obtained by either written or oral request to Energem Corp., Level 3, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South Wilayah Persekutuan Kuala Lumpur, Malaysia or by telephone at +(60) 3270 47622. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.

In addition, if you are an Energem Shareholder and have questions about the proposals to be considered at the Extraordinary General Meeting or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Donna Ackerly at Laurel Hill Advisory Group, LLC, Energem’s proxy solicitor, by calling 855-414-2266 or send an email to Energem@LaurelHill.com. Banks and brokers can also call 855-414-2266 or send an email to Energem@LaurelHill.com. This proxy statement/prospectus and the notice of the Extraordinary General Meeting relating to the Business Combination will be available at [www.sec.gov/__________________]. You will not be charged for any of the documents that you request. See also the section entitled “Where You Can Find More Information” of the accompanying proxy statement/prospectus for additional information.

Information contained on any website is expressly not incorporated by reference into the accompanying proxy statement/prospectus.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Extraordinary General Meeting, or no later than [●], 2023.

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

Malaysian Ringgit to US Dollar conversion is based on XE.com Inc.

INDUSTRY AND MARKET DATA

This proxy statement/prospectus includes market and industry data and forecasts that Graphjet has derived from publicly available information, industry publications and surveys, reports from government agencies, reports by market research firms or other independent sources and Graphjet’s internal data and estimates based on its management’s knowledge of and experience in the market sectors in which it competes.

Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

The industry and market position information that appears in this proxy statement/prospectus involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates.

Such information is supplemented where necessary with Graphjet’s internal estimates and information obtained from discussions with its platform users, taking into account publicly available information about other industry participants and Graphjet’s management’s judgment where information is not publicly available.

Industry reports, publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. In some cases, we do not expressly refer to the sources from which this data is derived. While we have compiled, extracted, and reproduced industry data from these sources, we have not independently verified the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the headings “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and “Graphjet’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”. These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

The industry in which Graphjet operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the section entitled “Risk Factors — Risks Related to the Business Combination” and elsewhere in this proxy statement/prospectus.

TRADEMARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/prospectus may appear without the ^® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

SELECTED DEFINITIONS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Energem” refer to Energem Corp.

“Adeptus” means Adeptus Partners LLC, Energem’s independent registered public accounting firm and Graphjet’s independent registered public accounting firm.

“Amended M&A” means the further amended and restated memorandum and articles of association of Energem to be adopted by Energem pursuant to the Energem M&A Proposals.

“Ancillary Agreements” means the Subscription Agreements, the Registration Rights Agreement, Executive Employment Agreements, Indemnification Agreements, and each other agreement, document, instrument and/or certificate contemplated by Share Purchase Agreement executed or to be executed in connection with the transactions contemplated thereby.

“Board” or “Energem Board” means the board of directors of Energem.

“Business Combination” means the acquisition of 100% of the issued and outstanding Graphjet Pre-Transaction Shares which will cause Graphjet to become a wholly-owned direct subsidiary of Energem, and the other transactions contemplated by the Share Purchase Agreement.

“Closing” means the closing of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Entity” or “Graphjet Technology” means Energem after giving effect to the Business Combination, which will include Graphjet as Energem’s wholly-owned direct subsidiary and Energem to change its name to Graphjet Technology.

“Combined Entity Ordinary Shares” refers to the Combined Entity’s post-transaction class A ordinary shares, par value $0.0001 per share, as of the time after the Closing of the Business Combination.

“Companies Act” means the Companies Act (as Revised) of the Cayman Islands, as amended, modified, re-enacted or replaced.

“Condition Precedent Proposals” means the consummation of the Energem M&A Proposals and the Director Appointment Proposal are conditioned on the approval occurring first of the Business Combination Proposal, the Share Issuance Proposal and the Equity Incentive Plan Proposal.

“Effective Time” means the effective time of the Business Combination in accordance with the SPA.

“Energem” means Energem Corp., a Cayman Islands exempted company, which will be renamed Graphjet Technology in connection with the Closing.

“Energem Class A Ordinary Shares” means Class A Ordinary Shares of Energem, par value $0.0001 per share.

“Energem Class B Ordinary Shares” means Class B Ordinary Shares of Energem, par value $0.0001 per share.

“Energem IPO,” “IPO” or “Initial Public Offering” means Energem’s initial public offering of Energem units that closed on November 18, 2021, raising total gross proceeds of approximately $116,725,000 (including $15,000,000 in gross proceeds from the underwriters’ exercise of their over-allotment option in full).

“Energem IPO Prospectus” means the final prospectus of Energem, dated as of November 15, 2021, and filed with the SEC pursuant to Rule 424(b) under the Securities Act on November 17, 2021 (File No. 333-259443).

“Energem M&A” or “M&A” means Energem’s current amended and restated memorandum and articles of association adopted by special resolution passed on November 16, 2022.

“Energem Ordinary Shares” means Energem Class A Ordinary Shares and Energem Class B Ordinary Shares, collectively.

“Energem Securities” means the Energem units, Energem Ordinary Shares, and Energem Warrants.

“Energem Public Share” or “Energem Public Shares” means the Energem Class A Ordinary Shares held by Public Shareholders also referred to as the “Public Shares” herein.

“Energem Shareholders” means holders of Energem Ordinary Shares.

“Energem units” means units consisting of one Energem Class A Ordinary Share and one Energem Warrant.

“Energem Warrants” means warrants exercisable for Energem Class A Ordinary Shares.

“Equity Incentive Plan” means the 2023 Graphjet Equity Incentive Plan proposed to be adopted by Energem upon approval of the Equity Incentive Plan Proposal and to become effective upon the Closing of the Business Combination, a copy of which is affixed at Annex C.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Extension Meeting” means the Energem extraordinary general meeting of shareholders held on November 16, 2022, at which shareholders voted upon, among other items, a proposal to amend Energem’s amended and restated memorandum and articles of association to extend the date by which Energem must consummate an initial business combination.

“Extension Redemption” means the redemption of 9,604,519 Class A ordinary shares in connection with the Extension Meeting.

“Extension Units” means any Energem units issued to the Sponsor or its affiliates or designees in connection with additional funds deposited by the Sponsor to the Trust Account to extend the period of time to consummate a Business Combination up to nine times, each by an additional one month (for a total of up to nine months to complete a Business Combination).

“Extraordinary General Meeting” means the extraordinary general meeting of the shareholders of Energem, to be held at 10:00 a.m., Eastern Time, on ____________, 2023, at the office of Energem Corp. located at Level 3, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, Wilayah Persekutuan Kuala Lumpur, Malaysia and virtually via live webcast at https://www.cstproxy.com/energemcorp/2022.

“fairness opinion” means the fairness analysis and opinion issued by Baker Tilly (Malaysia) by request of Energem to opine on the fairness of the proposed acquisition of 100% of the equity interests in Graphjet for the purchase consideration of US$1.38 billion (the “Transaction Consideration”). See the Baker Tilly fairness opinion attached to this proxy statement/prospectus as Annex D.

“FA Shares” means the Class A Ordinary Shares held by Arc Group Limited, Energem’s financial advisor on the Business Transaction.

“Founder Shares” means the Class B Ordinary Shares initially purchased by the Sponsor on August 16, 2021, some of which were transferred to certain officers and directors of the Company.

“GAAP” means generally accepted accounting principles in the United States;

“Graphjet” means Graphjet Technology Sdn. Bhd., a Malaysian private limited company, which is the target of the Share Purchase Agreement.

“Graphjet Pre-Transaction Shares” means the ordinary shares, par value $0.0001 per share, of Graphjet prior to the Closing of the Business Combination.

“Graphjet Shareholders” refers to holders of the issued and outstanding share capital, options and other convertible securities of Graphjet as of the time immediately before the Closing of the Business Combination.

“Graphjet securities” means collectively, the Graphjet Pre-Transaction Shares, the Convertible Securities and any other securities of Graphjet.

“Initial Shareholders” means the Sponsor and any other holders of the Founder Shares prior to the Energem IPO (or their permitted transferees), if any.

“Ordinary Resolution” means an ordinary resolution under Cayman Islands law and in accordance with the Energem M&A, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding Energem Ordinary Shares that are present in person or represented by proxy and entitled to vote thereon at the Extraordinary General Meeting;

“PIPE Investment” means that potential private placement by Energem of Energem Class A Ordinary Shares purchased by certain institutional investors (the “PIPE Investors”) pursuant to subscription agreements.

“Placement Shares” means the Energem Class A Ordinary Shares included within the Placement Units purchased by the Sponsor in the Private Placement.

“Placement Units” means 528,075 units issued to the Sponsor in the Private Placement (including the additional units purchased after the Energem IPO in connection with the over-allotment securities issued to Energem’s underwriters). Each Placement Unit consists of one Placement Share and one Placement Warrant.

“Placement Warrant” means the warrants included within the Placement Units being purchased by the Sponsor in the Private Placement. Each Placement Warrant entitles the holder thereof to purchase one Energem Class A Ordinary Share for $11.50 per share.

“Preference Shares” means the preference shares of par value of $0.0001 per share in the share capital of Energem.

“Private Placement” means the private placement consummated simultaneously with the Energem IPO in which Energem issued to the Sponsor the Placement Units.

“Proposals” means the Business Combination Proposal, Energem M&A Proposals, Share Issuance Proposal, Equity Incentive Plan Proposal, Director Appointment Proposal and Adjournment Proposal.

“proxy statement/prospectus” means the proxy statement/prospectus included in the Registration Statement on Form S-4 filed with the SEC;

“Public Shareholders” means the holders of Public Shares;

“Public Shares” or “public shares” means the “Energem Public Shares” which are the Energem Class A Ordinary Shares included in the Public Units and Class A Ordinary Shares underlying the Public Warrants.

“Public Units” means units issued in the Energem IPO, including any over-allotment securities acquired by Energem’s underwriters, consisting of one Public Share and one-half of one Public Warrant.

“Public Warrants” means warrants underlying the Units issued in the Energem IPO. Each whole Public Warrant entitles the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.

“Record Date” means ______, 2023, which is the date of Energem Class A Ordinary Shares is required to be entitled to notice of the Extraordinary General Meeting and to vote and have their votes counted at the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.

“Redemption” means the right of the holders of Energem Class A Ordinary Shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus and the Energem M&A.

“Required Proposals” means the Business Combination Proposal, the Energem M&A Proposals, the Share Issuance Proposal, the Director Appointment Proposal and the Equity Incentive Plan Proposal.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Share Purchase Agreement” or “SPA” means the Share Purchase Agreement, dated August 1, 2022, as it may be amended or supplemented from time to time, by and among Energem, Graphjet, the Purchaser Representative, the Selling Shareholders and the Shareholder Representative.

“Special Resolution” means a special resolution under Cayman Islands law and the Energem M&A, being the affirmative vote of at least two-thirds of the holders of the issued and outstanding Energem Ordinary Shares who, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting;

“Sponsor” means Energem LLC.

“Standby Equity Purchase Agreement” or “SEPA” means the Standby Equity Purchase Agreement, dated January 12, 2023, by and among Energem, Graphjet, and YA II PN, Ltd., a Cayman Islands exempt limited partnership, whereby, upon the Closing of the Business Combination, the Combined Entity shall have the right to issue and sell to YA II PN, Ltd, from time to time as provided in the SEPA, and Graphjet, and YA II PN, Ltd. shall purchase from the Combined Entity, up to $200 million in aggregate gross purchase price of the newly issued Combined Entity Ordinary Shares.

“Transaction Consideration” means the purchase consideration of US$1.38 billion to acquire 100% of the equity interests in Graphjet.

“Trust Account” means the trust account of Energem, which holds the net proceeds of the Energem IPO, including from over-allotment securities sold by Energem’s underwriters, and the sale of the Placement Units, together with interest earned thereon, less amounts released to pay tax obligations and up to $100,000 for dissolution expenses, and amounts paid pursuant to redemptions.

“USD” or “US$” means U.S. dollars.

“U.S. GAAP” means generally accepted accounting principles in the United States.

“Units” means any of the Public Units, Placement Units, the Working Capital Units (if any), and the Extension Units (if any).

“Warrants” means any of the Public Warrants, the Placement Warrants and the warrants underlying the Working Capital Units (if any) and Extension Units (if any), excluding any warrants of Graphjet.

“Working Capital Units” means any units issued to the Sponsor or its affiliates or Energem’s officers or directors in connection with any loans made by them to Energem prior to the closing of Energem’s initial business combination in accordance with the Energem IPO Prospectus. As described in the Energem IPO Prospectus, initially up to $1,500,000 of such loans could have been converted at the election of the applicable lender into units at a price of $10.00 per unit, which units would be identical to the Placement Units.

Unless specified otherwise, “$,” “USD,” “US$” and “U.S. dollar” each refers to the United States dollar and “RM” refers to Ringgit Malaysia, the official currency of Malaysia.

Defined terms in the financial statements contained in this proxy statement/prospectus have the meanings ascribed to them in the financial statements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus (including the documents incorporated by reference herein) contains forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of Energem and Graphjet. These statements are based on the beliefs and assumptions of the management of Energem and Graphjet. Although Energem and Graphjet believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Energem nor Graphjet can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements.

These statements may be preceded by, followed by or include the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Adeptus, Graphjet’s independent auditor and Energem’s independent auditor, has not examined, compiled or otherwise applied procedures with respect to the accompanying forward-looking financial information presented herein and, accordingly, expresses no opinion or any other form of assurance on it. The report of Adeptus for Graphjet included in this proxy statement/prospectus relates to historical financial information of Graphjet, and the report of Adeptus for Energem included in this proxy statement/prospectus relates to historical financial information of Energem. Neither report extends to the forward-looking information nor should be read as if it does.

Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about:

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that Energem or Graphjet “believes” and similar statements reflect such party’s beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either Energem or Graphjet has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, the actual results or performance of Energem, Graphjet and/or the Combined Entity may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause Energem’s, Graphjet’s or the Combined Entity’s actual results to differ include:

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement/prospectus are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement/prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of Energem and Graphjet prior to the Business Combination, and the Combined Entity following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can Energem or Graphjet assess the impact of all such risk factors on the business of Energem and Graphjet prior to the Business Combination, and the Combined Entity following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. This is particularly true for a company like Graphjet that has a limited operating history to reference. All forward-looking statements attributable to Energem or Graphjet or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information set forth elsewhere in this proxy statement/prospectus and only briefly address some commonly asked questions about the Extraordinary General Meeting and the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to Energem Shareholders. Shareholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

The vote of each Energem Shareholder is important regardless of how many shares are owned. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes hereto.

Because holders of Energem Warrants will be entitled to purchase Combined Entity Ordinary Shares after the Closing of the Business Combination, we urge holders of Energem Warrants to read the information contained in this proxy statement/prospectus carefully.

Following the Closing of the Business Combination, Energem intends to change its name to Graphjet Technology. While trading on Nasdaq is expected to begin on the first business day following the consummation of the Business Combination, there can be no assurance that the Combined Entity Ordinary Shares or warrants will be listed on Nasdaq or it they are, that a viable and active trading market will develop. See “Risk Factors” for more information.

On November 18, 2021, Energem closed its initial public offering of units, with each unit consisting of one Energem Class A Ordinary Share and one Energem Warrant, which raised gross proceeds of approximately $115,000,000 (including $15,000,000 from the underwriters’ exercise of their over-allotment option in full). Since the Energem IPO, Energem’s activity has been limited to the evaluation of business combination candidates.

Graphjet is a Malaysian private limited company that is the owner of state of the art technology for the manufacture of graphene and graphite, a valuable and critical raw material used in a variety of industries, that was developed through its collaboration with National University of Malaysia and Universiti Teknikal Malaysia Melaka. Graphjet’s breakthrough technology transforms an abundant and renewable waste product, palm kernel shells, into highly valued artificial graphene and graphite. Graphjet received approval of its patent application for a palm-based synthetic graphite and the preparation method thereof on September 22, 2022. In addition, Graphjet currently has a pending patent application for its process for producing palm-based graphene.

Graphjet expects to build a carbonization plant in Phase 3 of Malaysia-China Kuantan Industrial Park in Pahang with an annual output of 10,000 tons of graphite and 60 tons of graphene and processing of estimated 50,300 tons of palm waste. The new 20-acre plant integrated plant (upstream and downstream) is expected to be completed within 18 to 20 months after the Closing of Business Combination and is expected to generate up to 700 jobs over the next four years. Based on its due diligence investigations of Energem and the industry in which it operates, including the financial projections and other information provided by Graphjet in the course of their negotiations in connection with the Share Purchase Agreement, as well as the conclusions of Baker Tilly (Malaysia) in its Opinion about the fairness of the Transaction Consideration from a financial point of view to Energem’s Shareholders, Energem believes that Graphjet is positioned to take advantage of anticipated continued growth in the graphite markets and take a sizable portion of the market share.

As a result, Energem believes that a business combination with Graphjet will provide Energem’s shareholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section entitled “Proposal No. 1 — The Business Combination Proposal—Energem’s Reasons for the Business Combination and Recommendation of the Board of Directors.”

Notwithstanding the foregoing, a holder of Energem Class A Ordinary Shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to 15% or more of Energem Class A Ordinary Shares. Accordingly, all Energem Class A Ordinary Shares in excess of 15% held by a Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be converted.

Under the Energem M&A, the Business Combination may not be consummated if Energem has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all Energem Class A Ordinary Shares properly demanded to be redeemed by holders of Energem Class A Ordinary Shares.

Any request for redemption, once made by a holder of Energem Public Shares, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the Extraordinary General Meeting. If you deliver your shares for redemption to Energem’s transfer agent and later decide prior to the Extraordinary General Meeting not to elect redemption, you may request that Energem’s transfer agent return the shares (physically or electronically). You may make such request by contacting Energem’s transfer agent at the address listed at the end of this section.

Any written demand of redemption rights must be received by Energem’s transfer agent at least two (2) business days prior to the vote taken on the Business Combination Proposal at the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s share certificates have been delivered (either physically or electronically) to the transfer agent.

If you are a holder of Energem Class A Ordinary Shares (including through the ownership of Energem units) and you exercise your redemption rights, it will not result in the loss of any Energem Warrants that you may hold (including those contained in any units you hold). Your Energem Warrants will become exercisable to purchase one Combined Entity Ordinary Share following consummation of the Business Combination.

* The underwriting agreement does not provide for an adjustment to reflect redemptions of Public Shares.

However, the Business Combination will not be consummated if the levels of redemption give rise to a failure of a condition to Closing of the Business Combination that is not waived. Such conditions to Closing include Energem’s requirement under the Energem M&A and the Share Purchase Agreement that Energem shall not have less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to or upon consummation of the Business Combination.

On November 16, 2022, Energem held an extraordinary general meeting of shareholders, at which shareholders voted upon, among other items, a proposal to amend Energem’s Existing Governing Documents to extend the date by which Energem must consummate an initial business combination. In connection with the Extension Meeting and subsequent redemption, Energem shareholders elected to redeem an aggregate of 9,604,519 public shares. Following the Extension Redemption, Energem had approximately $19,360,390.01 left in its Trust Account. In no event will Energem redeem public shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Share Purchase Agreement.

In the event such conditions to Closing are satisfied or waived, redemptions may result in fewer Energem Public Shares and Public Shareholders. In such event, the trading market for the Combined Entity Ordinary Shares may be less liquid than the market was for Energem prior to the consummation of the Transactions, which may result in adverse consequences such as depressed trading value and the Combined Entity’s inability to meet the listing standards of a national securities exchange. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to Graphjet Technology to be used in its business following the consummation of the Business Combination.

The table below presents the trust value per share to a public shareholder that elects not to redeem across a range of redemptions scenarios. For purposes of calculating the redemption scenarios, the trust value date as of November 16, 2022 is used because such date is the date the redemption requests in connection with the Extension Meeting were effectuated.

Energem expects that the amount of any distribution its Public Shareholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to Energem’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. Holders of Founder Shares have waived any right to any liquidation distribution with respect to those shares. In the event of liquidation, there will be no distribution with respect to Energem’s outstanding Warrants Accordingly, the Warrants will expire worthless.

Shareholders may submit questions or comments during the meeting through the Extraordinary General Meeting webcast by typing in the “Submit a question” box.

Energem Shareholders will also have the option to listen to the Extraordinary General Meeting by telephone by calling:

The passcode for telephone access: 8675126#. You will not be able to vote or submit questions unless you register for and log in to the Extraordinary General Meeting webcast as described above.

Energem believes the Proposals presented to the shareholders will be considered non-routine and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

If you are an Energem Shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Energem M&A Proposals, the Share Issuance Proposal, the Equity Incentive Plan Proposal, the Director Appointment Proposal or the Adjournment Proposal. The failure of your broker to vote will not count as votes cast at the Extraordinary General Meeting and, therefore, will not have any impact on the proposals presented at the Extraordinary General Meeting.

If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not approved, you will continue to be an Energem Shareholder and/or warrant holder of Energem, as applicable, and Energem will continue to search for another target business with which to complete an initial business combination. If Energem does not complete an initial business combination by January 18, 2023 (or pursuant to up to seven (7) one-month extensions to August 18, 2023 by depositing additional funds into the Company’s Trust Account, as described in more detail in this proxy statement/prospectus), Energem must cease all operations except for the purpose of winding up, redeem 100% of the issued and outstanding Energem Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate.

Upon consummation of the Transactions, the Energem Warrants, by their terms, will entitle holders to purchase the Combined Entity Ordinary Shares. Therefore, warrantholders need not deliver their warrants to Energem at this time.

Energem Corp.

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

Jalan Kerinchi, Bangsar South

Wilayah Persekutuan Kuala Lumpur, Malaysia

Tel: +(60) 3270 47622

Attn: Mr. Swee Guan Hoo, Chief Executive Officer

Email: sghoo@energemcorp.com

or the proxy solicitor at:

Laurel Hill Advisory Group, LLC

2 Robbins Lane

Jericho, NY 11753

Toll-Free: 855-414-2266

Email: energem@laurelhill.com

To obtain timely delivery, Energem Shareholders must request the materials no later than five (5) business days prior to the Extraordinary General Meeting.

You may also obtain additional information about Energem from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you are a holder of Energem Class A Ordinary Shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to Energem’s transfer agent at the address below at least two (2) business days prior to the vote at the Extraordinary General Meeting. If you intend to seek redemption of your Energem Class A Ordinary Shares, you will need to send a letter demanding redemption and deliver your share certificates (either physically or electronically) to Energem’s Transfer Agent prior to the Extraordinary General Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?”

If you have questions regarding the certification of your position or delivery of your share certificates, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004-1561

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. You should read the entire proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus carefully, including the annexes and exhibits, to understand the Share Purchase Agreement, the Business Combination and the other matters fully before voting on the Proposals being considered at the Extraordinary General Meeting of Energem Shareholders. Unless otherwise specified, all share calculations assume (i) no exercise of redemption rights by Energem’s Public Shareholders; and (ii) no inclusion of any Class A Ordinary Shares issuable upon the exercise of Energem’s warrants or any shares to be issued pursuant to the Equity Incentive Plan at or following the closing of the Business Combination. The terms and conditions of the Business Combination are contained in the Share Purchase Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Share Purchase Agreement and the exhibits thereto carefully, as it is the legal document that governs the Business Combination. See the section entitled “Where You Can Find More Information” in this proxy statement/prospectus.

Parties to the Business Combination

Graphjet Technology Sdn. Bhd.

Graphjet Technology Sdn. Bhd. (formerly Zhonghe Graphene Sdn. Bhd. and renamed on March 7, 2022), a Malaysian private limited company (“Graphjet”), founded in 2019, is the owner of state-of-the-art technology for the manufacture of artificial graphene and graphite, a critical raw material used in a variety of industries, such as biomedical, automobile composition and coating, electronics and home appliances, food and beverage processing, energy storage, batteries in electric vehicles, mechanical strength enhancement, sensors, semiconductors and digital products. Graphjet uses their breakthrough cutting-edge technology to transform an abundant renewable waste product, palm kernel shells, to the highly valued artificial graphene and artificial graphite.

According to a study by Insight Partners released in April 2022, the global graphene market size was USD $821.2 million in 2021, projected to increase to USD $7,555.8 million by 2028 and register a CAGR of 37.3% from 2021 to 2028. The growing usage of graphite in green technologies and the popularity of graphene are projected to offer growing opportunities for the manufacturers of these products according to a July 2022 study by ReportLinker.

Upon completion of its initial manufacturing facility, Graphjet expects to produce 10,000 tons of graphite and 60 tons of graphene using its processing technology from 30,000 tons of dried palm kernel shell waste annually. Palm kernel shells are generated from the production of palm seed oil. Graphjet enjoys a geographic advantage for application of its recycling technology with a readily available feedstock in-region as Malaysia is the second largest supplier of palm seed oil, and the resulting palm kernel shells, in the world.

Graphjet is an early stage, emerging growth company and has limited operating history, lack of revenues or sales, and net losses to date. Based on Graphjet’s financial history since inception, Graphjet’s auditor has expressed substantial doubt about Graphjet’s ability to continue as a going concern. Graphjet received approval of its patent application for a palm-based synthetic graphite and the preparation method thereof on September 22, 2022. In addition, Graphjet currently has a pending patent application for its process for producing palm-based graphene.

The mailing address of Graphjet’s headquarters and principal executive office is No L4-E-8 Enterprise 4 Technology Park Malaysia, Bukit Jalil, 57000 Kuala Lumpur, Malaysia and Graphjet’s telephone number is +60 3-8991 2828.

Energem Corp.

Energem Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Energem was incorporated under the laws of the Cayman Islands on August 6, 2021.

On November 18, 2021, Energem closed its initial public offering of 11,500,000 units (after taking into account the full exercise of the over-allotment option by Energem’s underwriters), with each unit consisting of one Energem Class A Ordinary Share and one redeemable warrant, with each Energem Warrant entitling the holder to purchase one Energem Class A Ordinary Share at a price of $11.50 commencing 30 days after the consummation of an initial business combination.

Energem’s units, the Energem Class A Ordinary Shares and the Energem Warrants are listed on Nasdaq under the symbols “ENCPU,” “ENCP” and “ENCPW,” respectively. The mailing address of Energem’s principal executive office is Level 3, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, 59200 Wilayah Persekutuan Kuala Lumpur, Malaysia, and its telephone number is +(60) 3270 47622. After the consummation of the Business Combination, Energem’s principal executive office will be that of Graphjet and Energem will change its name to Graphjet Technology.

As reported on November 18, 2022 on Form 8-K, Energem Shareholders approved the Second Amended and Restated Articles of Association at the November 16, 2022, Extraordinary General Meeting, giving Energem the right to extend the date to consummate a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination before it must cease its operations if it fails to complete such business combination, and redeem or repurchase 100% of the Energem Class A Ordinary Shares by up to nine one-month extensions to August 18, 2023 (the “Extension Date”). In connection with the approval of the new Extension Date at the Extraordinary General Meeting, holders of 9,604,519 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.

Energem caused $0.045 per outstanding Class A ordinary share, giving effect to the redemptions disclosed above, or approximately $85,296.45 for the remaining 1,895,481 Class A ordinary shares to be deposited in the Trust Account in connection with the exercise of the first monthly extension of the Extended Date on November 17, 2022 in advance of the November 18, 2022 due date.

Further, as reported on December 16, 2022 on Form 8-K, Energem caused $0.045 per outstanding Class A ordinary share or approximately $85,296.45 for 1,895,481 Class A ordinary shares to be paid to the Trust Account on December 15, 2022 in advance of the December 17, 2022 due date for the second monthly extension of the Termination Date.

In addition, as reported on January 17, 2023 on Form 8-K, Energem caused $0.045 per outstanding share of its 1,895,481 Class A ordinary shares totaling $85,296.45 to be paid to the Trust Account on January 13, 2023 in advance of the January 17, 2023 due date for the third monthly extension of the Termination Date.

The Share Purchase Agreement

The terms and conditions of the acquisition of 100% of the issued and outstanding Graphjet Pre-Transaction Shares, owned by the Selling Shareholders of Graphjet, by Energem Corp, with Graphjet becoming a wholly-owned subsidiary of Energem (the “Business Combination”) are contained in the Share Purchase Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Share Purchase Agreement carefully, as it is the legal document that governs the Business Combination and the Transactions contemplated thereby.

Structure of the Business Combination

Pursuant to the Share Purchase Agreement, Energem will acquire 100% of the equity of Graphjet at which point Graphjet will become a wholly-owned subsidiary of Energem. Energem, as a holding company of Graphjet, will be renamed Graphjet Technology at the Closing of the Business Combination if approved by Energem Shareholders as set forth in detail in this proxy statement/prospectus.

Simplified Pre-Business Combination Structure

The following diagram illustrates in simplified terms of the structure of Energem and Graphjet at the time of the announcement of the Share Purchase Agreement:

Simplified Post-Business Combination Structure

The following diagram illustrates in simplified terms the expected structure of the Combined Entity upon the Closing of the Business Combination:

Transaction Consideration

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. If the Share Purchase Agreement is approved by Energem’s shareholders and the transactions contemplated by the Share Purchase Agreement are consummated, Energem will acquire all of the issued and outstanding shares of Graphjet and, thereafter, Graphjet will become a wholly-owned subsidiary of Energem. Each Selling Shareholder shall receive a number of Energem Class A Ordinary Shares subject to a formula set forth below.

The Share Purchase Agreement computes the number of Consideration Shares each Selling Shareholder shall receive as the right to receive at the Closing of the Business Combination, a number of Energem Class A Ordinary Shares equal to the aggregate Consideration Shares divided by the number of Graphjet Pre-Transaction Shares outstanding immediately prior to the Closing, multiplied by the number of Graphjet Pre-Transaction Shares held by such Selling Shareholder (the “Conversion Ratio”). The total consideration payable to the Selling Shareholders in accordance with the Share Purchase Agreement is also referred to herein as the “Transaction Consideration.”

The Transaction Consideration to be paid pursuant to the Share Purchase Agreement to the Selling Shareholders, as of immediately prior to the Closing, for the purchase of all issued and outstanding Graphjet Pre-Transaction Shares, shall be that number of Energem Class A Ordinary Shares equal to (i) One Billion Three Hundred and Eighty Million U.S. Dollars ($1,380,000,000), minus (ii) the amount, if any, by which $30,000 (i.e., the Target Net Working Capital Amount) exceeds the Net Working Capital Amount (but not less than zero) (as defined in the Share Purchase Agreement and herein), minus (iii) the Closing Net Indebtedness amount (as defined in the Share Purchase Agreement and herein), minus (iv) the amount of any Transaction Expenses (as defined in the Share Purchase Agreement), divided by ten dollars ($10.00) (in the aggregate, the “Consideration Shares”). See a copy of the Share Purchase Agreement attached to this proxy statement/prospectus as Annex A.

The Energem Board’s Reasons for the Business Combination

In evaluating the Business Combination, the Energem Board consulted with Energem’s management and legal and financial advisors. The Energem Board reviewed various industry and financial data and consulted with advisors and the fairness opinion from Baker Tilly (Malaysia) when it calculated the Transaction Consideration and determined that such amount to be paid was reasonable and that the Business Combination was in the best interests of Energem Shareholders. The financial data reviewed included the historical and projected consolidated financial statements of Graphjet, comparable publicly traded company analyses and an analysis of pro forma capital structure and trading multiples prepared by management and Energem’s advisors.

Energem’s management conducted a due diligence review of Graphjet that included an industry analysis, an analysis of the existing business model of Graphjet and historical and projected financial results. Energem’s management, including its directors and advisors, have many years of experience in mergers and acquisitions, finance, operational management and investment and analysis and, in the opinion of the Energem Board, were suitably qualified to conduct the due diligence and other investigations and analyses required in connection with the search for a business combination partner. Nevertheless, the Energem Board retained Baker Tilly (Malaysia) for the fairness opinion and legal and financial advisors to advise them on all aspects of due diligence and valuations. A detailed description of the experience of Energem’s executive officers and directors is included in the section of this proxy statement/prospectus entitled “Energem’s Business—Directors and Executive Officers.”

In reaching its unanimous resolution (i) that the terms and conditions of the Share Purchase Agreement, including the proposed Business Combination, are advisable, fair to and in the best interests of Energem and its shareholders and (ii) to recommend that its shareholders adopt and approve the Share Purchase Agreement and approve the Business Combination contemplated therein, the Energem Board considered a range of factors, including but not limited to, the factors discussed below. In light of the number and wide variety of factors, the Energem Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The Energem Board viewed its position as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Energem’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements.”

In considering the Business Combination, the Energem Board gave considerable weight to the following factors:

Toyoda is a private company in Japan specializing in carbon neutral mobility solutions such as electric vehicles and motorcycles. Its largest shareholder is the Toyoda family, the fourth generation of the founder of Toyota Corporation, one of the largest automobile manufacturers in the world. Together with Asia Development Capital Co. Ltd., which is a public listed company on the Tokyo Stock Exchange that has a market capitalisation of JPY9.4 billion (or about RM320 million), they own more than 80% of the company. The Energem Board based this opinion on its own determination.

¹ Palm kernel shell (PKS) is a by-product in the production of palm oil and is commonly used in the natural biomass energy industry. PKS is a fibrous material, brownish-yellow in color and with particle sizes normally ranging between 5 mm and 40 mm.

To support the sales projections of RM3,800 million (USD $801) for years 2023 through 2027, Graphjet management relied on its four letters of intent in hand from key market players that are summarized in the following table:

While Graphjet is currently producing graphite and graphene on a small-scale industry basis by beginning the first part of the process at a facility in Malaysia and then completing the process at a contract manufacturing facility in China, Graphjet does have the capability to meet targeted production volumes under its current contract manufacturing facilities regardless of Graphjet constructing its own facility. Upon the Closing of the Business Combination, Graphjet expects to begin construction on its manufacturing plant in Kuantan, Pahang, Malaysia, which it anticipates 16-18 months to complete. For years 2023 to 2027, Graphjet expects to produce 10,000 tons of graphite and 60 tons of graphene, including at its contracted manufacturing facility until construction of its own manufacturing plant is complete. The Energem Board based this opinion on its own determination in reliance on Graphjet management’s assumptions that the maximum capacity for graphite and graphene to fulfil customer contracts to increase to approximately 100,000 tons and 1,000 tons per annum, respectively.

² On December 27, 2022, Graphjet entered into a supply agreement with Toyoda. Pursuant to the supply agreement, Graphjet will supply Toyoda with graphite and graphene in an aggregate amount of revenue of $30 million to Toyoda for their carbon neutral mobility product.

The Energem Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following discussion points.

The Energem Board concluded that the potential benefits that it expected Energem and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Energem Board unanimously determined that the Share Purchase Agreement and the Business Combination contemplated therein were advisable, fair to and in the best interests of Energem and its shareholders.

Interests of Energem’s Officers and Directors in the Business Combination

In considering the recommendation of the Energem Board to vote in favor of approval of the Business Combination Proposal, Energem Shareholders should keep in mind that the Sponsor and Energem’s directors and executive officers have interests in such proposal that are different from, or in addition to, those of Energem Shareholders generally. In particular:

Interests of Energem’s and Graphjet’s Directors and Officers in the Business Combination

In considering the recommendation of the Energem Board in favor of the approval of the Business Combination Proposal, shareholders should keep in mind that Graphjet’s directors and officers may have interests in such proposal that are different from, or in addition to, those of Energem Shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

For additional information, see the section entitled “Management Following the Business Combination.”

Agreements Entered Into in Connection with the Share Purchase Agreement

Registration Rights Agreement

At the Closing, Energem, the Sponsor, the Sponsor’s founders and the Selling Shareholders (the “Subject Parties”) will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, Energem will be obligated to file a registration statement to register the resale of certain securities, as soon as practicable, but in any event within 30 days after the Closing, to file a registration statement to permit the public resale of all the registrable securities held by any party to the Registration Rights Agreement and the existing Energem registration rights agreement with the Sponsor entered into at the time of the Energem IPO will terminate. The Registration Rights Agreement will also provide the Subject Parties and the Sponsor with “piggy-back” registration rights, subject to certain requirements and customary conditions.

Equity Incentive Plan

Prior to the Closing, Energem will adopt an equity incentive plan (the “Equity Incentive Plan”) that will provide for the grant of equity incentives of Combined Entity Ordinary Shares to the directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) following the Closing. Within 30 days after the Closing, Combined Entity will file a registration statement on Form S-8 with respect to the Combined Entity Ordinary Shares issuable under the Equity Incentive Plan, and Combined Entity will use reasonable efforts to maintain the effectiveness of the registration statement and maintain the current status of the prospectus contained therein for so long as awards granted pursuant to the Equity Incentive Plan remain outstanding.

Subscription Agreements

Concurrently with the Closing, Energem intends to enter into one or more subscription agreements with PIPE Investors, pursuant to which, among other things, Energem will agree to issue and sell, in private placements to close immediately prior to the Closing, a private placement of Energem Ordinary Shares for $10.00 per share. Any private placement of a PIPE Investment is intended to be consummated substantially concurrently with the Closing of the Transaction contemplated by the Share Purchase Agreement, subject to the terms and conditions contemplated by any subscription agreement, including the consummation of the Business Combination. The closing of one or more subscription agreements is not a condition to closing the Share Purchase Agreement and there is no certainty that Energem will be successful in closing any such transactions with potential PIPE Investors.

Executive Employment Agreements

1. Executive Employment Agreement with Aiden Lee Ping Wei. Simultaneously with the Closing, the Combined Entity intends to enter into an executive employment agreement with Aiden Lee Ping Wei as Chief Executive Officer. Pursuant to the Employment Agreement, the Combined Entity shall employ Mr. Lee as its Chief Executive Officer responsible for (i) communicating, on behalf of the Combined Entity, with shareholders, government entities, and the public; (ii) leading the development of the Combined Entity’s short- and long-term strategy; (iii) creating and implementing the Combined Entity’s vision and mission; (iv) evaluating the work of other executive leaders within the Combined Entity; (v) maintaining awareness of the competitive market landscape, expansion opportunities, industry developments; (vi) ensuring that the Combined Entity maintains high social responsibility wherever it does business; (vii) assessing risks to the Combined Entity and ensuring they are monitored and minimized; and (viii) setting strategic, goals and making sure they are measurable and describable. Mr. Lee agreed to devote all of his professional time and attention to the business and affairs of the Combined Entity.

In exchange for these services, the Combined Entity shall pay Mr. Lee an annual salary of US$250,000, which may be increased or decreased by the Compensation Committee of the Board. An annual cash bonus and a transaction incentive bonus may also be granted as determined by the Compensation Committee. Further, the Combined Entity will make necessary statutory contributions to the Employees Provident Fund (EPF), the Social Security Organisation (SOCSO) and the Employee’s Insurance Scheme (EIS) in accordance with the prevailing statutory requirements, and Mr. Lee shall be eligible to participate in the Combined Entity’s long-term incentive plan, on terms and conditions as determined by the Compensation Committee. Mr. Lee will also be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available to other employees and shall be eligible for up to 14 days of Annual Leave per calendar year.

The Employment Agreement may be terminated by the Combined Entity and by Mr. Lee subject to at least 60 days’ written notice of intent to terminate employment. For a period of five years following the date of termination of the Employment Agreement, Mr. Lee will be subject to non-solicitation provisions, and for an indefinite period during the term of the Employment Agreement or thereafter, Mr. Lee will be subject to restrictions on the disclosure of confidential information relating to the Combined Entity. The Employment Agreement is governed by Malaysian law.

2. Executive Employment Agreement with Lim Hooi Beng as Non-Executive Chairman. Simultaneously with the Closing, the Combined Entity intends to enter into an executive employment agreement with Lim Hooi Beng as Non-Executive Chairman. Pursuant to the Employment Agreement, the Combined Entity shall employ Mr. Lim as its Non-Executive Chairman responsible for (i) providing leadership to the Board of Directors; (ii) providing support and advice to the CEO of the Combined Entity, formulating (with the CEO and company secretary) the yearly work plan for the Board against agreed objectives, and playing an active part in setting the agenda for Board meetings; (iii) maintaining the authority to call meetings of the Board and meetings of the independent directors; (iv) presiding over board meetings and ensuring that time in meetings is used productively; (v) upholding rigorous standards of preparation for meetings, and ensuring that decisions by the Board are executed; (vi) coordinating and chairing the annual Board performance review of the CEO and communicating results to the CEO; and (vii) chairing meetings of shareholders. Mr. Lim agreed to devote all of his professional time and attention to the business and affairs of the Combined Entity.

In exchange for these services, the Combined Entity shall pay Mr. Lim an annual salary of US$125,000, which may be increased or decreased by the Compensation Committee of the Board. An annual cash bonus and a transaction incentive bonus may also be granted as determined by the Compensation Committee. Further, the Combined Entity will make necessary statutory contributions to the Employees Provident Fund (EPF), the Social Security Organisation (SOCSO) and the Employee’s Insurance Scheme (EIS) in accordance with the prevailing statutory requirements, and Mr. Lim shall be eligible to participate in the Combined Entity’s long-term incentive plan, on terms and conditions as determined by the Compensation Committee. Mr. Lim will also be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available to other employees and shall be eligible for up to 14 days of Annual Leave per calendar year.

The Employment Agreement may be terminated by the Combined Entity and by Mr. Lim subject to at least 60 days’ written notice of intent to terminate employment. For a period of five years following the date of termination of the Employment Agreement, Mr. Lim will be subject to non-solicitation provisions, and for an indefinite period during the term of the Employment Agreement or thereafter, Mr. Lim will be subject to restrictions on the disclosure of confidential information relating to the Combined Entity. The Employment Agreement is governed by Malaysian law.

3. Executive Employment Agreement with Aw Jeen Rong as Executive Director. Simultaneously with the Closing, the Combined Entity intends to enter into an executive employment agreement with Aw Jeen Rong as Executive Director. Pursuant to the Employment Agreement, the Combined Entity shall employ Mr. Aw as its Executive Director responsible for (i) assisting the Board of Directors to develop a vision and strategic plan to guide the Combined Entity; (ii) developing and directing organizational strategy; (iii) engaging with external finance organizations for financing activities; (iv) drafting organizational policies and philosophies; (v) engaging with community groups; (vi) creating sound business plans; (vii) coaching department heads; (viii) overseeing financial accounts; (ix) reporting on revenue and expenditure; and (x) conducting performance reviews. Mr. Aw agreed to devote all of his professional time and attention to the business and affairs of the Combined Entity.

In exchange for these services, the Combined Entity shall pay Mr. Aw an annual salary of US$125,000, which may be increased or decreased by the Compensation Committee of the Board. An annual cash bonus and a transaction incentive bonus may also be granted as determined by the Compensation Committee. Further, the Combined Entity will make necessary statutory contributions to the Employees Provident Fund (EPF), the Social Security Organisation (SOCSO) and the Employee’s Insurance Scheme (EIS) in accordance with the prevailing statutory requirements, and Mr. Aw shall be eligible to participate in the Combined Entity’s long-term incentive plan, on terms and conditions as determined by the Compensation Committee. Mr. Aw will also be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available to other employees and shall be eligible for up to 14 days of Annual Leave per calendar year.

The Employment Agreement may be terminated by the Combined Entity and by Mr. Aw subject to at least 60 days’ written notice of intent to terminate employment. For a period of five years following the date of termination of the Employment Agreement, Mr. Aw will be subject to non-solicitation provisions, and for an indefinite period during the term of the Employment Agreement or thereafter, Mr. Aw agrees to restrictions on the disclosure of confidential information relating to the Combined Entity. The Employment Agreement is governed by Malaysian law.

4. Executive Employment Agreement with Tham Choi Kuen as Chief Financial Officer. Simultaneously with the Closing, the Combined Entity intends to enter into an executive employment agreement with Tham Choi Kuen as Chief Financial Officer. Pursuant to the Employment Agreement, the Combined Entity shall employ Ms. Tham as its Chief Financial Officer responsible for (i) reporting to the CEO; (ii) leading the finance team and developing annual organization objectives and individual development plans for team; (iii) strengthening the provision of resource allocation to business priorities, including long and medium-term financial forecasting and scenario planning; (iv) leading finance functions such as accounting, financial management and analysis; (v) preparing timely financial reports, forecast, annual budget variance analysis and performance indicators; (vi) ensuring company accounting and financial reporting standards are complaint as required by regulators such as US GAAP; (vii) implementing policies, guidelines and standard operating procedures to support the processes of financial planning, budgeting, forecasting and projections; (viii) liaising with auditors, tax consultants, solicitors, bankers, company secretary and other professionals to ensure compliance with all matters relating to audit, tax and statutory requirements; (ix) leading and accounting for preparation and finalization of annual reports; (x) managing cash flow effectively ensuring company cash flow positions are always positive and close monitoring to prevent serious business disruption; (xi) ensuring the integrity of the accounting system, improvement of the accounting system and that the accounting system is running effectively; and (xii) sourcing and securing external funding to increase the financial capacity of the Combined Entity, both public and private funding. Ms. Tham agreed to devote all of her professional time and attention to the business and affairs of the Combined Entity.

In exchange for these services, the Combined Entity shall pay Ms. Tham an annual salary of US$31,250, which may be increased or decreased by the Compensation Committee of the Board. An annual cash bonus and a transaction incentive bonus may also be granted as determined by the Compensation Committee. Further, the Combined Entity will make necessary statutory contributions to the Employees Provident Fund (EPF), the Social Security Organisation (SOCSO) and the Employee’s Insurance Scheme (EIS) in accordance with the prevailing statutory requirements, and Ms. Tham shall be eligible to participate in the Combined Entity’s long-term incentive plan, on terms and conditions as determined by the Compensation Committee. Ms. Tham will also be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available to other employees and shall be eligible for up to 14 days of Annual Leave per calendar year.

The Employment Agreement may be terminated by the Combined Entity and by Ms. Tham subject to at least 60 days’ written notice of intent to terminate employment. For a period of five years following the date of termination of the Employment Agreement, Ms. Tham will be subject to non-solicitation provisions, and for an indefinite period during the term of the Employment Agreement or thereafter, Ms. Tham will be subject to restrictions on the disclosure of confidential information relating to the Combined Entity. The Employment Agreement is governed by Malaysian law.

5. Executive Employment Agreement with Boh Woan Yun as Senior Finance Manager. Simultaneously with the Closing, the Combined Entity intends to enter into an executive employment agreement with Boh Woan Yun as Senior Finance Manager. Pursuant to the Employment Agreement, the Combined Entity shall employ Ms. Boh as its Senior Finance Manager responsible for (i) monitoring the day-to-day financial operations within the Combined Entity (payroll, invoicing, and other transactions); (ii) preparing monthly and quarterly management reporting; (iii) participating in strategic data analysis, research, and modeling for senior company leadership; (iv) supporting project analysis, validation of plans, and ad-hoc requests; (v) managing the Combined Entity’s financial accounting, monitoring, and reporting systems; and (vi) ensuring compliance with accounting policies and regulatory requirements. Ms. Boh agreed to devote all of her professional time and attention to the business and affairs of the Combined Entity.

In exchange for these services, the Combined Entity shall pay Ms. Boh an annual salary of US$12,500, which may be increased or decreased by the Compensation Committee of the Board. An annual cash bonus and a transaction incentive bonus may also be granted as determined by the Compensation Committee. Further, the Combined Entity will make necessary statutory contributions to the Employees Provident Fund (EPF), the Social Security Organisation (SOCSO) and the Employee’s Insurance Scheme (EIS) in accordance with the prevailing statutory requirements, and Ms. Boh shall be eligible to participate in the Combined Entity’s long-term incentive plan, on terms and conditions as determined by the Compensation Committee. Ms. Boh will also be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available to other employees and shall be eligible for up to 14 days of Annual Leave per calendar year.

The Employment Agreement may be terminated by the Combined Entity and by Ms. Boh subject to at least 60 days’ written notice of intent to terminate employment. For a period of five years following the date of termination of the Employment Agreement, Ms. Boh will be subject to non-solicitation provisions, and for an indefinite period during the term of the Employment Agreement or thereafter, Ms. Boh will be subject to restrictions on the disclosure of confidential information relating to the Combined Entity. The Employment Agreement is governed by Malaysian law.

6. Executive Employment Agreement with Lim Seh Jiang as General Manager. Simultaneously with the Closing, the Combined Entity intends to enter into an executive employment agreement with Lim Seh Jiang in the role of General Manager. Pursuant to the Employment Agreement, the Combined Entity shall employ Mr. Lim as its General Manager responsible for (i) leading and working with different teams to ensure all the business/marketing plans of the Combined Entity run smoothly; (ii) working hand-in-hand with top management in order to develop and implement new plans/ideas that will enhance the operations of the Combined Entity; (iii) improving processes, policies, and practices so as to achieve the Combined Entity’s financial goals and operational disciplines; (iv) managing growth and achieving business targets; (v) executing different business strategies to support the Combined Entity’s growth and business expansion; (vi) overseeing training and employee performance; (vii) evaluating performance, productivity and competitiveness; (viii) spearheading policies, strategies and directional growth; (ix) hiring and training new staff to continuously grow the team size and ensure employee retention; and (x) managing budgets and sales revenue efficiently. Mr. Lim agreed to devote all of his professional time and attention to the business and affairs of the Combined Entity.

In exchange for these services, the Combined Entity shall pay Mr. Lim an annual salary of US$31,250, which may be increased or decreased by the Compensation Committee of the Board. An annual cash bonus and a transaction incentive bonus may also be granted as determined by the Compensation Committee. Further, the Combined Entity will make necessary statutory contributions to the Employees Provident Fund (EPF), the Social Security Organisation (SOCSO) and the Employee’s Insurance Scheme (EIS) in accordance with the prevailing statutory requirements, and Mr. Lim shall be eligible to participate in the Combined Entity’s long-term incentive plan, on terms and conditions as determined by the Compensation Committee. Mr. Lim will also be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available to other employees and shall be eligible for up to 14 days of Annual Leave per calendar year.

The Employment Agreement may be terminated by the Combined Entity and by Mr. Lim subject to at least 60 days’ written notice of intent to terminate employment. For a period of five years following the date of termination of the Employment Agreement, Mr. Lim will be subject to non-solicitation provisions, and for an indefinite period during the term of the Employment Agreement or thereafter, Mr. Lim will be subject to restrictions on the disclosure of confidential information relating to the Combined Entity. The Employment Agreement is governed by Malaysian law.

7. Executive Employment Agreement with Liu Yu as Head of Research and Chief Scientific Officer. Simultaneously with the Closing, the Combined Entity intends to enter into an executive employment agreement with Liu Yu as Head of Research and Chief Scientific Officer. Pursuant to the Employment Agreement, the Combined Entity shall employ Mr. Liu as its Head of Research and Chief Scientific Officer responsible for (i) creating technology strategies and proposing implementation methods; (ii) communicating with company executives and the Board; (iii) setting a vision for how technology will be used in the Combined Entity; (iv) ensuring that technological resources meet the Combined Entity’s short and long-term needs; (v) outlining the goals for research and development; (vi) creating timelines for the development and deployment of all technological services; (vii) making executive decisions on behalf of the Combined Entity’s technological requirements; (viii) managing technology budgets and timeframes; (ix) staying on top of technology trends and developments; and (x) ensuring all technology practices adhere to regulatory standards. Mr. Liu agreed to devote all of his professional time and attention to the business and affairs of the Combined Entity.

In exchange for these services, the Combined Entity shall pay Mr. Liu an annual salary of US$93,750, which may be increased or decreased by the Compensation Committee of the Board. An annual cash bonus and a transaction incentive bonus may also be granted as determined by the Compensation Committee. Further, the Combined Entity will make necessary statutory contributions to the Employees Provident Fund (EPF), the Social Security Organisation (SOCSO) and the Employee’s Insurance Scheme (EIS) in accordance with the prevailing statutory requirements, and Mr. Liu shall be eligible to participate in the Combined Entity’s long-term incentive plan, on terms and conditions as determined by the Compensation Committee. Mr. Liu will also be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available to other employees and shall be eligible for up to 14 days of Annual Leave per calendar year.

The Employment Agreement may be terminated by the Combined Entity and by Mr. Liu subject to at least 60 days’ written notice of intent to terminate employment. For a period of five years following the date of termination of the Employment Agreement, Mr. Liu will be subject to non-solicitation provisions, and for an indefinite period during the term of the Employment Agreement or thereafter, Mr. Liu will be subject to restrictions on the disclosure of confidential information relating to the Combined Entity. The Employment Agreement is governed by Malaysian law.

8. Executive Employment Agreement with Hoo Swee Guan as Executive Director. Simultaneously with the Closing, the Combined Entity intends to enter into an executive employment agreement with Hoo Swee Guan in the role of Executive Director. Pursuant to the Employment Agreement, the Combined Entity shall employ Mr. Hoo as its Executive Director responsible for (i) reporting to and assisting the CEO; (ii) assisting the Board of Directors to develop a vision and strategic plan to guide the Combined Entity; (iii) acting as a professional advisor to the Board on all aspects of the Combined Entity’s activities; (iv) reviewing and revising existing policies and procedures and providing consultation to the Board if new policies are required; (v) monitoring policies and procedures for effectiveness and compliance; (vi) ensuring that the operation of the Combined Entity meets the expectations of its clients and the Board; (vii) overseeing the planning, implementation and evaluation of the Combined Entity’s operation; and (viii) identifying and evaluating the risks to the Combined Entity’s clients, staff, management, volunteers, property, finances, goodwill and image and implement measures to control risks. Mr. Hoo agreed to devote all of his professional time and attention to the business and affairs of the Combined Entity.

In exchange for these services, the Combined Entity shall pay Mr. Hoo an annual salary of US$62,500, which may be increased or decreased by the Compensation Committee of the Board. An annual cash bonus and a transaction incentive bonus may also be granted as determined by the Compensation Committee. Further, the Combined Entity will make necessary statutory contributions to the Employees Provident Fund (EPF), the Social Security Organisation (SOCSO) and the Employee’s Insurance Scheme (EIS) in accordance with the prevailing statutory requirements, and Mr. Hoo shall be eligible to participate in the Combined Entity’s long-term incentive plan, on terms and conditions as determined by the Compensation Committee. Mr. Hoo will also be entitled to participate in such health, group insurance, welfare, pension, and other employee benefit plans, programs, and arrangements as are made generally available to other employees and shall be eligible for up to 14 days of Annual Leave per calendar year.

The Employment Agreement may be terminated by the Combined Entity and by Mr. Hoo subject to at least 60 days’ written notice of intent to terminate employment. For a period of five years following the date of termination of the Employment Agreement, Mr. Hoo will be subject to non-solicitation provisions, and for an indefinite period during the term of the Employment Agreement or thereafter, Mr. Hoo will be subject to restrictions on the disclosure of confidential information relating to the Combined Entity. The Employment Agreement is governed by Malaysian law.

Standby Equity Purchase Agreement

On January 12, 2023, Energem and Graphjet entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership  managed by Yorkville Advisors Global, LP (“Yorkville”) pursuant to which, subject to the consummation of the Business Combination, the Combined Entity has the option, but not the obligation, to issue, and Yorkville shall subscribe for, an aggregate amount of up to $200 million of Combined Entity Ordinary Shares at the time of the Combined Entity’s choosing during the term of the SEPA, subject to certain limitations, including caps on issuance and subscriptions based on trading volumes. Each advance under the SEPA (an “Advance”) may be for an aggregate amount of Combined Entity Ordinary Shares purchased at 96% of the Market Price during a one-day pricing period or 97% of the Market Price during a three-day pricing period elected by the Combined Entity. The “Market Price” is defined in the SEPA as the VWAP during the trading day, in the case of a one day pricing period, or the lowest daily VWAP of the three consecutive trading days, in the case of a three day pricing period, commencing on the trading day on which the Combined Entity submits an Advance notice to Yorkville. “VWAP” means, for any trading day the daily volume weighted average price of Combined Entity Ordinary Shares for such trading day on the Nasdaq during regular trading hours. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

The SEPA will continue for a term of thirty-six (36) months on the first day of the final month commencing from the sixth trading day following the Closing of the Business Combination (the “SEPA Effective Date”). Pursuant to the SEPA, the Combined Entity will pay to Yorkville, (x) a structuring fee of $10,000 which is to be paid on the within five days of the SEPA Effective Date and (y) a commitment fee in the amount of 0.25% of the Commitment Amount of 200,000,000 Combined Entity Ordinary Shares (the “Commitment Fee”), which at the option of the Combined Entity, the Combined Entity may pay (i) by the issuance of Common Shares (collectively, the “Commitment Shares”) to Yorkville in two installments as follows: (a) on the Effective Date the Combined Entity shall issue to Yorkville such number of Common Shares that is equal to one half of the Commitment Fee divided by the average of the daily VWAPs of the Ordinary Shares during the five (5) Trading Days prior to the Effective Date, and (b) on the 6-month anniversary of the Effective Date the Combined Entity shall issue to Yorkville such number of Ordinary Shares that is equal to one half of the Commitment Fee divided by the average of the daily VWAPs of the Ordinary Shares during the five (5) Trading Days prior to the 6-month anniversary of the Effective Date; or (ii) in cash by wire transfer to Yorkville in two (2) equal installments on the Effective Date and on the 9-month anniversary of the Effective Date.

Material U.S. Federal Income Tax Considerations

For a description of U.S. federal income tax consequences of the Business Combination, the ownership and disposition of Energem Class A Ordinary Shares and/or Energem Warrants, please see the information set forth in “Material U.S. Federal Income Tax Considerations” in this proxy statement/prospectus. The consequences of a redemption to any particular public shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Material Cayman Islands Tax Considerations

For a description of material Cayman Islands tax considerations including in connection with the ownership and disposition of Combined Entity Ordinary Shares, please see the information set forth in “Material Cayman Tax Considerations”.

Redemption Rights

Pursuant to the Energem M&A, a holder of Energem Public Shares may demand that Energem redeem such shares for cash if the business combination is consummated; provided that Energem may not consummate the business combination if it has less than $5,000,001 of net tangible assets either immediately prior to or upon consummation of the business combination. Holders of Energem Public Shares will be entitled to receive cash for these shares only if they deliver their shares to Energem’s transfer agent no later than two (2) business days prior to the Extraordinary General Meeting.

Holders of Energem Public Shares do not need to vote on the Business Combination Proposal or be a holder of such Energem Public Shares as of the Record Date to exercise redemption rights. If the Business Combination is not consummated, these shares will not be redeemed for cash. If a holder of Energem Public Shares properly demands such redemption, delivers his, her or its shares to Energem’s transfer agent as described above, and the Business Combination is consummated, Energem will redeem each Energem Public Share into a full pro rata portion of the Trust Account, calculated as of two (2) business days prior to the date of the Extraordinary General Meeting. It is anticipated that this would amount to approximately [$10.___] per share. Holders of Energem Warrants do not have redemption rights with respect to such securities.

Appraisal Rights

Energem Shareholders and holders of Energem Warrants do not have appraisal rights in connection with the Business Combination under Cayman Islands law. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Energem Shareholders—Appraisal Rights.”

Voting Power; Record Date

Energem Shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned Energem Class A Ordinary Shares at the close of business on [_______], 2023, which is the Record Date for the Extraordinary General Meeting. Energem Shareholders will have one vote for each Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Energem Warrants do not have voting rights. On the Record Date, there were [14,903,075] Energem Ordinary Shares outstanding, of which [12,028,075] were Energem Public Shares with the rest being held by the Energem Board, Energem’s officers and other initial shareholders and their respective affiliates (including the Sponsor).

Following the Business Combination, the voting power of the (i) Public Shareholders, (ii) Sponsor, (iii) PIPE Investors, if any, and (iv) Graphjet Shareholders is one vote for each Ordinary Share. Further, following the Business Combination, the Combined Entity will not be a “controlled company” under the Nasdaq listing rules because not more than 50% of the Combined Entity’s voting power held by a single person, entity or group.

The Business Combination Proposal

Energem Shareholders will be asked to approve and adopt a proposal to approve, as an Ordinary Resolution, the Business Combination, including the Share Purchase Agreement. As consideration for the Business Combination, the Graphjet Shareholders shall be entitled to receive from Energem, that number of Class A Ordinary Shares equal to the Transaction Consideration, after the Closing of the Business Combination, and upon the Business Combination, all of the issued and outstanding share capital of Graphjet immediately prior to the Effective Time will be acquired by Energem and the aggregate Transaction Consideration will be paid to Graphjet Shareholders, as of immediately prior to the Effective Time, as provided in the Share Purchase Agreement and elsewhere in this proxy statement/prospectus. See the section of this proxy statement/prospectus titled “Proposal No. 1— Business Combination Approval.”

The Energem M&A Proposals

Energem will ask its shareholders to approve and adopt, assuming the Business Combination Proposal, the Share Issuance Proposal and the Equity Incentive Plan Proposal are each approved and adopted, a proposal to approve, as Special Resolutions, the Energem M&A Proposals comprising the change of name and amendments to the Energem M&A. The Energem M&A Proposals will not be presented if the Business Combination Proposal, the Share Issuance Proposal and the Equity Incentive Proposal are not all approved. If approved, the Energem M&A Proposals would take effect on and from the Closing Date. See the section of this proxy statement/prospectus titled “Proposal No. 2—The Energem M&A Proposals.”

The Share Issuance Proposal

Energem will ask its shareholders to approve and adopt, assuming the Business Combination Proposal is approved and adopted, in order to comply with applicable listing rules of Nasdaq, a proposal for the issuance of more than 20% of Energem’s Ordinary Shares, which is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Share Issuance Proposal will have no effect, even if approved by holders of the Energem’s Ordinary Shares. See the section of this proxy statement/prospectus titled “Proposal No. 3— Share Issuance Proposal.”

The Equity Incentive Plan Proposal

Energem will ask its shareholders to approve and adopt, assuming the Business Combination Proposal and the Share Issuance Proposal are each approved and adopted, the Equity Incentive Plan Proposal through an Ordinary Resolution for the approval of the Equity Incentive Plan, which, if approved, would take effect on and from the Closing Date. The Equity Incentive Plan Proposal will not be presented if the Business Combination Proposal and the Share Issuance Proposal are not each approved. This summary is qualified in its entirety by reference to the complete text of the Equity Incentive Plan Proposal. See the section of this proxy statement/prospectus titled “Proposal No. 4—The Equity Incentive Plan Proposal.”

The Director Appointment Proposal

Energem will ask its holders of its Class B Ordinary Shares to approve and adopt, assuming the Business Combination Proposal the Share Issuance Proposal and the Equity Incentive Plan Proposal are each approved and adopted, the Director Appointment Proposal through an Ordinary Resolution for the appointment of new directors, which, if approved, would take effect upon Closing. The Director Appointment Proposal will not be presented if the Business Combination Proposal, the Share Issuance Proposal and the Equity Incentive Proposal are not all approved. This summary is qualified in its entirety by reference to the complete text of the Director Appointment Proposal. See the section of this proxy statement/prospectus titled “Proposal No. 5—The Director Appointment Proposal.”

The Adjournment Proposal

If Energem is unable to consummate the Business Combination at the time of the Extraordinary General Meeting for any reason, the chairman presiding over the Extraordinary General Meeting may submit a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary. See the section of this proxy statement/prospectus titled “Proposal No. 6—The Adjournment Proposal.”

Recommendation to Energem Shareholders

The Energem Board has determined that each of the proposals outlined above is fair to and in the best interests of Energem and its shareholders and recommended that Energem Shareholders vote “FOR” the Business Combination Proposal, “FOR” the Energem M&A Proposals, “FOR” the Share Issuance Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Director Appointment Proposal, and “FOR” the Adjournment Proposal, if presented.

Implications of being an “Emerging Growth Company” and a “Foreign Private Issuer”

Following the Business Combination, the Combined Entity will be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Combined Entity will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the Combined Entity’s securities less attractive as a result, there may be a less active trading market for the Combined Entity’s securities and the prices of the Combined Entity’s securities may be more volatile.

The Combined Entity will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Energem IPO, (b) in which the Combined Entity has total annual gross revenue of at least $1.07 billion, or (c) in which the Combined Entity is deemed to be a large accelerated filer, which means the market value of the Combined Entity’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which the Combined Entity has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

The Combined Entity will also be considered a “foreign private issuer” and will report under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) as a non-U.S. company with “foreign private issuer” status. This means that, even after the Combined Entity no longer qualifies as an “emerging growth company,” as long as it qualifies as a “foreign private issuer” under the Exchange Act, it will be exempt from certain provisions of and intends to take advantage certain exemptions from the Exchange Act that are applicable to U.S. public companies, including:

The Combined Entity may take advantage of these reporting exemptions until such time as it is no longer a “foreign private issuer.” The Combined Entity could lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of its outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of the its directors or executive officers are U.S. citizens or residents; (ii) more than 50% of its assets are located in the United States; or (iii) the Combined Entity’s business is administered principally in the United States.

The Combined Entity may choose to take advantage of some but not all of these reduced burdens. Energem has taken advantage of reduced reporting requirements in this proxy statement/prospectus. Accordingly, the information contained in this prospectus may be different from the information you receive from Energem’s competitors that are public companies, or other public companies in which you have made an investment.

Regulatory Matters

The Business Combination is not subject to any foreign, federal or state regulatory requirement or approval.

Summary Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors” in this proxy statement/prospectus. Such risks include, but are not limited to, the following:

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

Energem is providing the following unaudited pro forma condensed combined financial information to aid in the analysis of the financial aspects of the Business Combination.

The unaudited pro forma condensed combined statement of financial position as of September 30, 2021 combines the historical balance sheet of Energem with the historical consolidated statement of financial position of Graphjet on a pro forma basis as if the Business Combination, summarized below, had been consummated as of that date. The unaudited pro forma condensed combined statement of profit or loss for the twelve months ended September 30, 2021 combines the historical statement of operations of Energem with the historical consolidated statement of profit or loss and other comprehensive income of Graphjet for such period on a pro forma basis as if the Business Combination had occurred as of January 1, 2021. This information should be read together with the historical financial statements of Graphjet and related notes, Energem’s historical financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Graphjet,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Energem” and other financial information included elsewhere in this proxy statement/prospectus.

Because Graphjet’s fiscal year end is September 30 and^, Energem’s fiscal year end is December 31, in order for the comparative information as of and for the year ended September 30, 2022 to be comparable, Energem’s information was adjusted and determined based on information as of and for the year ended September 30, 2022.

Energem financial information for the year ended September 30, 2022 was determined by taking the nine months ended September 30, 2022 and adding the three months ended December 31, 2021.

The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information presents the pro forma effects of the Business Combination.

The unaudited pro forma condensed combined statement of financial position as of September 30, 2022 has been prepared using the following:

The unaudited pro forma condensed combined statement of profit or loss for the year ended September 30, 2022 has been prepared using the following:

Summary of the Business Combination

On August 1, 2022, Energem, Graphjet and the Parties entered into the Share Purchase Agreement, which contains customary representations and warranties, covenants, closing conditions, termination provisions and other terms relating to the acquisition of all of the issued and outstanding Graphjet Pre-Transaction Shares and the other Transactions contemplated thereby. The key steps, in sequential order, are (1) Energem will acquire all of the issued and outstanding Graphjet Pre-Transaction Shares owned by the Selling Shareholders pursuant to the Share Purchase Agreement; (2) the Selling Shareholders will receive the Consideration Shares in accordance with the formula set forth in the Share Purchase Agreement; (3) Graphjet will become a wholly-owned subsidiary of Energem Corp.; and (4) Energem will be renamed Graphjet Technology and trade on Nasdaq under the tickers “GTI” and “GTIW.” Upon consummation of the Business Combination, Energem Shareholders and Graphjet will become Graphjet Shareholders.

For more information about the Business Combination, please see the section entitled “The Share Purchase Agreement.”

Accounting for the Business Combination

Notwithstanding the legal form of the Business Combination pursuant to the Share Purchase Agreement, the Business Combination is expected to be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Energem Corp. will be treated as the acquired company and Graphjet will be treated as the survivor for financial statement reporting purposes. Graphjet has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

Graphjet existing securityholders will have the greatest voting interest in the Combined Entity under the no redemptions and maximum redemptions scenarios with more than 85.27% and 92.01% voting interest, respectively (excluding any outstanding Warrants) and assuming that (i) there are no redemptions of any shares by Energem Corp’ Public Shareholders in connection with the Business Combination, and (ii) no awards are issued under the Equity Incentive Plan;

No Appraisal Rights

Holders of Energem Ordinary Shares will not be entitled to any dissenters’ rights or appraisal rights with respect to the Business Combination under Cayman Islands law.

Basis of Pro Forma Presentation

The historical financial statements of Graphjet have been prepared in accordance with U.S. GAAP in its presentation currency of United States Dollars. The historical financial statements of Energem have been prepared in accordance with U.S. GAAP in its presentation currency of United States Dollars.

The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide an understanding of the Combined Entity upon consummation of the Business Combination for illustrative purposes.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). No Management’s Adjustments have been identified and therefore only Transaction Accounting Adjustments are included in the following unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies been combined for the referenced period. The unaudited pro forma condensed combined financial information should not be relied on as being indicative of the historical results that would have been achieved had the companies been combined for the referenced period or the future results that the Combined Entity will experience. Graphjet and Energem have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma condensed combined provision for income taxes of nil does not necessarily reflect the amounts that would have resulted had the Combined Entity filed consolidated income tax returns during the periods presented.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption into cash of Energem Class A Ordinary Shares:

The Assuming Maximum Redemptions scenario includes all adjustments contained in the Assuming No Redemptions scenario and presents additional adjustments to reflect the effect of the maximum redemptions.

The following table summarizes the pro forma number of Energem Ordinary Shares outstanding, by source, under the two alternative scenarios presented above (in each case, giving effect to the Energem Warrants that will remain outstanding immediately following the Business Combination and may be exercised 30 days after completion of the Business Combination):

RISK FACTORS

If the Business Combination is completed, the Combined Entity will operate in a market environment that is difficult to predict and that involves significant risks, many of which will be beyond its control. You should carefully consider the risks described below before voting your shares. Additional risks and uncertainties not presently known to Graphjet or Energem or that they do not currently believe are important to an investor, if they materialize, also may adversely affect the Business Combination. If any of the events, contingencies, circumstances or conditions described in the following risks actually occur, the Combined Entity’s business, financial condition or results of operations could be seriously harmed. If that happens, the trading price of the Combined Entity’s Ordinary Shares could decline, and you may lose part or all of the value of any Combined Entity Ordinary Shares or, if the Business Combination is not consummated, Energem Ordinary Shares that you hold.

In considering the Business Combination, you should carefully consider the following information about these risks, as well as the other information included in or incorporated by reference into this proxy statement/prospectus, including Graphjet’s consolidated financial statements and the related notes and “Graphjet’s Management’s Discussion and Analysis of Results of Operations and Financial Condition.” The risks and uncertainties described below are those significant risk factors, currently known and specific to us, that we believe are relevant when considering the Business Combination. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm us and adversely affect the Combined Entity’s post-Business Combination business and financial results in material respects. You should also consider the other information in this proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus, including the Share Purchase Agreement, which is attached at Annex A hereto and to the registration statement of which this proxy statement/prospectus is a part.

You are also encouraged to read and consider the risk factors specific to Energem’s businesses (that may also affect the Combined Entity) described in Energem’s annual report on Form 10-K for the year ended December 31, 2021 because, as a result of the Business Combination, they will become the Combined Entity’s risks. Please also see “Where You Can Find More Information,” for information on where you can find the periodic reports and other documents we and Energem have filed with or furnished to the SEC. In this section “we,” “us” and “our” refer to Graphjet prior to the Closing and Graphjet following the Closing.

Risks Related to the Business Combination

The completion of the Business Combination is subject to a number of important conditions, and the Share Purchase Agreement may be terminated before the completion of the Business Combination in accordance with its terms. As a result, there is no assurance that the Business Combination will be completed.

The completion of the Business Combination is subject to the satisfaction or waiver, as applicable, of a number of important conditions set forth in the Share Purchase Agreement, including the approval of the Business Combination by the Energem Shareholders, the approval of the listing of the Combined Entity Ordinary Shares on Nasdaq, and several other customary closing conditions. If these conditions are not satisfied or, if the Share Purchase Agreement is otherwise terminated by either party, you will not receive the Transaction Consideration. For more information, see “The Share Purchase Agreement.”

The unaudited pro forma financial information included in this proxy statement/prospectus may not be representative of Graphjet’s results after the Business Combination.

Energem and Graphjet currently operate as separate companies. Energem and Graphjet have had no prior history as a combined entity and their respective operations have not previously been managed on a combined basis. The unaudited pro forma financial information of Graphjet included elsewhere in this proxy statement/prospectus has been presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that actually would have occurred had the transactions been consummated as of the dates indicated, nor is it indicative of the Combined Entity’s future operating results or financial position after the assumed consummation of the Transactions or other individually insignificant acquisitions. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of current market conditions on revenues or expense. The unaudited prospective financial information of Graphjet is based in part on certain assumptions that we believe are reasonable under the circumstances. Our assumptions may not prove to be accurate over time. The pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” has been derived from Energem’s and Graphjet’s historical financial statements and certain adjustments and assumptions including revenue projections have been made regarding the Combined Entity after giving effect to the Business Combination. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have an adverse effect on the pro forma financial information and the Combined Entity’s financial position and future results of operations.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect the Combined Entity’s financial condition or results of operations following the Closing. Any potential decline in the Combined Entity’s financial condition or results of operations may cause significant variations in the Combined Entity Ordinary Share price.

Graphjet’s revenue projections are subject to significant risks, assumptions, estimates and uncertainties. As a result, Graphjet’s projected revenue, gross profit, EBITDA and net profit may differ materially from expectations.

Graphjet’s operates in a competitive industry and its revenue projections will be subject to the risks and assumptions made by management, set forth in this proxy statement/prospectus, in the fairness opinion with respect to its industry and its ability to produce sufficient product to meet customer demands, if any, and other unforeseen risks. Operating results are difficult to forecast because they generally depend on a number of factors, including the competition the Combined Entity would face, and its ability to enter into contracts with existing potential customers and to attract and retain new customers while generating sustained revenues. This may result in less revenue than projected and the Combined Entity may be unable to adopt measures in a timely manner to compensate for any unexpected shortfall in income. This inability could cause the Combined Entity’s operating results in a given quarter to be higher or lower than expected. These factors make creating accurate forecasts and budgets challenging and, as a result, the Combined Entity may fall materially short of its forecasts and expectations, which could cause its share price to decline and investors to lose confidence in it.

The Business Combination may not result in increased share liquidity for Energem Shareholders following the Business Combination.

We are undertaking the Business Combination because we believe that the Transactions will provide Energem Shareholders with a number of advantages, including providing our shareholders with securities that we expect will enjoy greater market liquidity than the securities these shareholders currently hold. However, the Business Combination may not accomplish these objectives particularly given the number of shares to be held by Energem Shareholders coupled with your right to redeem your Energem Ordinary Shares in connection with the consummation of the Business Combination. Accordingly, we cannot predict whether a liquid market for the newly issued the Combined Entity Ordinary Shares will be maintained.

Your ownership percentage in the Combined Entity at Closing will be less than the ownership percentage you currently hold in Energem.

Your ownership percentage in the Combined Entity Ordinary Shares following the Business Combination will be less than your existing ownership percentage in Energem as a result of dilution attributable to the relative equity values of the companies involved in the Business Combination. Immediately after the Business Combination, assuming no redemptions by Energem Shareholders, it is anticipated that (i) the existing shareholders of Graphjet will hold as a group approximately 90.65% of the issued and outstanding Combined Entity Ordinary Shares, assuming no further redemptions by the Energem Shareholders, and (ii) the current Energem Shareholders including the Sponsor will hold as a group approximately 6.35% of the issued and outstanding Combined Entity Ordinary Shares, which includes the shares underlying Placement Units and Placement Warrants (assuming a PIPE Investment), as shown in the following table (there is no anti-dilution adjustment).

As a result, Energem Shareholders will have less influence over matters submitted to a vote of the Combined Entity shareholders than they currently hold in Energem. Nevertheless, the Sponsor, directors and officers of Energem Corp will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public stockholders rather than liquidate.

Directors of Energem have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement/prospectus.

When considering the Energem Board’s recommendation that Energem Shareholders vote in favor of the approval of the Business Combination, Energem Shareholders should be aware that Energem’s directors and executive officers, advisors and entities affiliated with them, have interests in the Business Combination that may be different from, or in addition to, the interests of Energem Shareholders. These interests include: