Energem Corp. (NASDAQ:ENCP) announced this morning that it has secured a Standby Equity Purchase Agreement with YA II, managed by Yorkville Advisors Global, in connection to its proposed merger with sustainable materials maker Graphjet Technology.
Under the terms of the agreement, Graphjet will have the right, but not the obligation, to issue and sell up to $200 million in ordinary shares to the investor.
The ordinary shares purchased pursuant to an advance are expected to be equal to 96% of the VWAP during a one-day pricing period or 97% of the three-day VWAP during a three-day pricing period elected by Graphjet. This will be based on its funding requirement at any time during the 36 months and the effectiveness of a registration statement with the SEC registering Graphjet Technology’s ordinary shares issuable pursuant to the agreement.
Additionally, the company will select the amount of the advance that it desires to sell to YA II in a notice and is not allowed to exceed more than an amount equal to 100% of the average daily traded amount during the five consecutive trading days immediately preceding a notice or one million ordinary shares.
There is no mandatory minimum of advances under the agreement. However, Graphjet may not issue or sell any shares that would result in YA II beneficially owning more than 9.99% of the outstanding ordinary shares.
The agreement will automatically terminate on the earliest of the first day of the month following the 36-month anniversary of the sixth trading day after the business combination closes, the date on which YA II made payments for the ordinary shares equal to the commitment amount, and the termination of the agreement. The agreement may also be terminated at any time by the mutual written consent of the parties or by Energem five trading days prior written notice to YA II.
Energem inked its $1.49 billion deal with Graphjet on August 1, 2022. Kuala Lumpur-based Graphjet processes palm kernel shells into graphene and graphite materials for EV batteries, medical devices and home appliances.
The SPAC originally brought $117 million into the deal through its trust, but holders of 9,604,519 shares exercised their right to redeem at an extension meeting in November, removing approximately $98.06 million from the trust. Following the payment of the redemptions, Energem had a balance of approximately $19.36 million.
Graphjet hopes to use the funding from the standby equity purchase agreement to accelerate growth and construct a manufacturing facility for graphite.