Energem Corp. *
PROPOSED BUSINESS COMBINATION: Graphjet Technology Sdn. Bhd.
ENTERPRISE VALUE: $1.49 billion
ANTICIPATED SYMBOL: GTI
Energem Corp. proposes to combine with Graphjet Technology Sdn. Bhd., a Malaysian private limited company that will result in Graphjet becoming a wholly-owned subsidiary of Energem, and Energem to be renamed Graphjet Technology.
EXTENSION – 2/20/24 – LINK
- The SPAC approved the extension from February 18, 2024 to August 18, 2024.
- 189,385 shares were redeemed for $11.47 per share.
- $0.045/share per month will be deposited into the trust account.
SUBSEQUENT EVENT – 9/7/23 – LINK
- Amendment to Company Lock-Up:
- The Company’s shares will now be locked up from the Closing until 9 months after the Closing Date.
- Amendment to Sponsor Lock-Up:
- The Sponsor’s founder shares will now be locked up from the Closing until 6 months after the Closing Date, or earlier, if the closing price of the Class A Shares equals or exceeds $18.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing.
EXTENSION – 8/16/23 – LINK
- The SPAC approved the extension from August 18, 2023 to February 18, 2024.
- 678,549 shares were redeemed for $11.00 per share.
- $0.045/share per month will be deposited into the trust account.
SUBSEQUENT EVENT – 1/17/23 – LINK
- On January 12, 2023, Energem, Graphjet and YA II PN, Ltd., a Cayman Islands exempt limited partnership managed by Yorkville Advisors Global, LP entered into a Standby Equity Purchase Agreement
- Graphjet Technology will have the right to issue and sell to the Investor, from time to time, as provided in the SEPA, and the Investor shall purchase from the Company, up to $200 million in aggregate gross purchase price
- The Ordinary Shares purchased pursuant to an Advance will be purchased at a price equal to 96% of the volume-weighted average price during a one-day pricing period or 97% of the three-day volume-weighted average price during a three-day pricing period elected by Graphjet Technology.
- The Company shall, in its sole discretion, select the amount of the Advance that it desires to issue and sell to the Investor in each Advance Notice, not to exceed the greater of
- (i) an amount equal to 100% of the average of the Daily Traded Amount during the five consecutive Trading Days immediately preceding an Advance Notice, or
- (ii) one million Ordinary Shares (the “Maximum Advance Amount”).
- The Company may not issue or sell any Ordinary Shares to the Investor under the SEPA which would result in the Investor and its affiliates beneficially owning more than 9.99% of the outstanding Ordinary Shares.
- As consideration for the Investor’s commitment to purchase Ordinary Shares at the Company’s direction upon the terms and subject to the conditions set forth in the SEPA, the Company will issue 200,000 Ordinary Shares to the Investor.
EXTENSION – 11/18/22 – LINK
- The Shareholders approved the Extension Amendment Proposal, by a 67.351% approval vote, giving the Company the right to extend from November 18, 2022, by up to 9 one-month extensions to August 18, 2023.
- In connection with the approval of the Extension Amendment Proposal and the Trust Amendment Proposal, the Company caused $0.045 per outstanding share of the Company’s Class A ordinary shares, 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.
- At the Extraordinary General Meeting, holders of 9,604,519 shares of 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.
SUBSEQUENT EVENT – 11/10/22 – LINK
- Energem Corp. revised the Extension Amendment to increase the amount that must be deposited in the Trust Account by Energem each month that it exercises the extension from $0.033/unit to $0.045/unit for each month extended.
TRANSACTION
- Under the terms of the proposed transaction, Energem Corp will purchase 100% of the issued and outstanding shares of Graphjet such that Graphjet will become a wholly-owned subsidiary of Energem Corp.
- In the process, Graphjet will become a publicly traded entity under the name “Graphjet Technologies.”
- The transaction reflects an implied pro forma enterprise value at closing of approximately $1.49 billion.
- Assuming no redemptions by Energem’s existing public shareholders, aggregate consideration to Graphjet equity holders will be approximately $1.49 billion, consisting of up to $117 million of cash consideration funded by Energem’s cash in trust from its initial public offering and $1.38 billion of rollover equity.
- After the closing, Graphjet plans to retain up to $112 million of cash on its balance sheet, which would provide financial flexibility and facilitate organic and inorganic growth opportunities.
- At the closing of the business combination, approximately 4.02% of the outstanding shares of the combined company is expected to be held by public investors, with existing Graphjet shareholders owning approximately 91.75%.
PIPE
- During the Interim Period, Energem may, but is not required to, seek to enter into and consummate subscription agreements with investors relating to a private equity investment and/or backstop arrangements in connection with the Transactions (the “PIPE Investment”), and if so, Graphjet has agreed to cooperate in connection with such PIPE Investment and use its commercially reasonable efforts to cause such PIPE Investment to occur
INITIAL LOCK-UP [Lock-Up was Amended – please see Subsequent Event from 9/7/23]
- Company
- 6 months from the Closing Date
- Sponsor
- 12 months from the Closing Date or trading equal to or above $12.00/Share for 20/30 trading days at least 150 days after the Closing Date
NOTABLE CONDITIONS TO CLOSING
- Upon the Closing, after giving effect to the completion of the Redemption, Energem shall have net tangible assets of at least $5,000,001
NOTABLE CONDITIONS TO TERMINATION
- By the mutual written consent of Energem and Graphjet, if the Closing has not occurred by November 18, 2022, subject to extension if Energem secures one or more extensions of the deadline under its organizational documents and IPO prospectus to complete its initial business combination
- By Energem or Graphjet if the Business Combination is prohibited by a governmental authority
ADVISORS
- ARC Group Limited is acting as sole financial advisor to Energem Corp
- EF Hutton LLC served as Capital Markets Advisor to Energem, and Ogier (Cayman) LLP acted as Cayman Islands counsel
- Rimon P.C. is acting as legal counsel to Energem Corp
- Ong, Ric & Partners (Malaysia) served as local counsel to Energem.
- Nelson Mullins Riley & Scarborough LLP is acting as legal counsel to Graphjet Technology
MANAGEMENT & BOARD
Executive Officers
Swee Guan Hoo, 38
Chief Executive Officer and Director
Mr. Hoo brings more than 12 years of accounting and finance experience as a registered and certified professional accountant with CPA Australia and Malaysian Institute of Accountants. Mr. Hoo’s extensive experience traverses numerous industries of audit and advisory services involving steel and hardware, oil and gas, the renewable energy sector, personal services and retail industry, freight and logistics industry, the food and beverage industry and manufacturing industry. Mr. Hoo has been serving as Executive Director of BCM Alliance Berhad since January 2021 where he manages day-to-day business, strategic planning, legal, secretarial and audit affairs. Since April 2017, Mr. Hoo has served as an Independent Director and Audit Committee Chairman of PDZ Holdings Bhd where he reviews, assesses, and communicates with external and internal auditors for financial reporting, undertakes audit planning in accordance with the approved Financial Reporting Standards and terms of reference and/or approved relevant rules. His expertise in taxation, business development, strategic planning and experiences in mergers and acquisition contributes to his success pathway along with his partners. Mr. Hoo is a graduate from Victoria University, Australia where he obtained his master’s degree in Business Administration (MBA) and he received an undergraduate degree from the University of Adelaide.
Cu Seng Kiu, 32
Chief Financial Officer
Mr. Kiu brings significant accounting and audit experience involving publicly listed companies during his years working with accounting standards. Since March 2021, Mr. Kiu has served as Group Accountant for BCM Alliance Bhd, Sanichi Technology Bhd and Trive Property Group Bhd. His responsibility is on group consolidation issues. From June 2019 to February 2021, Mr. Kiu served as Manager in SBY & Partners PLT (formerly known as Siew Boon Yeong & Associates) an established professional accounting organization providing a comprehensive range of services ranging from audit and assurance, taxation and accounting where he specialized in auditing matters. From June 2017 to February 2019, Mr. Kiu served as a Senior Auditor with Siew Boon Yeong & Associates. Prior to that, from December 2016 to June 2017, Mr. Kiu served as a semi-senior auditor at the corporate compliance firm, Z. AMIN and he started his career in 2013 until December 2016 with YTS & Associate. Mr. Kiu graduated from Infrastructure University Kuala Lumpur in the year 2013 with Bachelor degree (Honors) in Accounting and from Kuala Lumpur Infrastructure University College with a Diploma in Accounting in 2009.
Board of Directors
Kok Seong Wong, 52
Chairman of the Board, Independent Director
Mr. Wong is a Chartered Accountant and a member of the Association of Charted Certified Accountants (FCCA). With 15 years in the United Kingdom, Mr. Wong gained extensive exposure for several companies. During his tenure there and currently, he was responsible for the preparation of business plans, budgets and organizational financial statements, due diligence, accounting and taxation, management, project financing and implementation. Over the last few years, he has extensively been involved in a wide range of businesses, such as cross border trading, manufacturing and property development. Since January 2016, Mr. Wong has been serving as Managing Partner in Hasnan THL Wong & Partners where he manages portfolio of clients, develop new client relationships, develop and implement firm goals, and oversees all financial activities and performance. From 2006 to present, Mr. Wong has served as Director of TH Law Consultants Sdn Bhd where he manages portfolio and discover new client relationship, cooperating with all staff of the firm and oversees hiring activities and approving contracts. From 1999 to 2005, Mr. Wong served as Audit Partner of English Accounting firm, Appleby & Wood where he gained extensive exposure and his experience extended to multinational companies where he was appointed as Finance Director of several UK-based companies. Mr. Wong educated in Emile Woolf College of Accountancy London from 1991 to 1994 in Accountancy and achieved Chartered Accountant. He received his master’s degree in Business Administration from the Open University in the United Kingdom in 1999.
Doris Wong Sing Ee, 39
Independent Director Nominee
Ms. Wong brings more than 20 years of experience in management across various industries ranging from oil and gas, property development, solar, engineering, advertising and food and beverages. She specialized in business development, strategic consultancy and corporate advisory in mergers and acquisition and joint venture across Malaysia, Singapore, China, Japan, Thailand and Indonesia. Since October 2020, Ms. Wong has been serving as Executive Director of Metronic Global Bhd, an investment holding company, where she was optimizing financial operations, establishing business goals, advising the board of directors on organizational activities and executing special business projects. She has also involved in various investment opportunities in business diversification, generating new revenue and increasing shareholders’ wealth. From January 2019 to September 2020, Ms. Wong served as Chief Corporate Officer in Metronic Engineering Sdn Bhd where she oversaw the HR operation, set objectives for HR team and helped to shape up brand strategy for company. Ms. Wong served as General Manager from 2015 to 2016 in Dai-Ichi Kikaku Sdn Bhd where she was overseeing and handling business development, client strategy and direction, creative, production, media planning, procurement and research. From 2012 to 2015, Ms. Wong served as Strategic Business Consultant of JLPW Law Firm where she handled mergers and acquisition and joint venture deals internationally for various industries. From 2002 to 2012, Ms. Wong started her career as a Managing Director of Niagamatic Sdn Bhd, where she controlled all business operations to give strategic guidance and directions to the board and staff to ensure the company achieved its financial vison, mission and long term goals. Ms. Wong graduated from Multimedia University with a Bachelor of Science (with Honors) in Creative Multimedia majoring in Media Innovation in 2003. She obtained her Master’s degree in Corporate Governance and a Graduate Certificate in Accounting from HELP University in 2016.
Li Sin Tan, 35
Executive Director
Ms. Tan brings more than 16 years of experience in senior management positions in various industries across health care, financial planning, automotive and food and beverage to the company. Throughout her career, she has specialized in supply chain management, business development and talent management in Asian multinational companies. Since May 2017, Ms. Tan has served as Managing Director of JNC Motorsport Sdn Bhd, a wholesale and retail company of used motor vehicles where she managed and performed all management and administrative supports. From 2013 to 2017, Ms. Tan served as Administration Executive of Sin Kok Soon Motor Sdn Bhd where she handled HR operations, payroll and provided sales, marketing and administration support. Ms. Tan was a Professional Insurance Agent from 2011 to 2013 at Allianz Life Insurance Malaysia Berhad. She created and maintained good rapport with clients by offering services with good quality, provided solution for client in financial proposal and insurance policy renewal. From 2009 to 2011, Ms. Tan served in the role of Business Development Executive of Uni Asia General Insurance Berhad where she managed and expanded relationships with existing merchants and proactively identified new business opportunities. Ms. Tan graduated with a Master’s of Business Administration degree at InterAmerican University, United States in 2020 and received her Diploma at University Kebangsaan Malaysia in 2007.
Kwang Fock Chong, 42
Independent Director Nominee
Mr. Chong is a Chartered Accountant in Malaysia, and he has more than 15 years of the working experience in auditing. His experiences include auditing of public listed companies, multinationals and private limited companies in various industries. Other than conducting statutory audit in Malaysia, he also performed audit for companies based in China and the region. He was also involved in Reporting Accountants’ engagement on initial public offering exercise, due diligence, reviewing financial forecast and projections. Mr. Chong served as Auditors and Partner of KHLC PLT where his main responsibility is reviewer and signing partner since October 2020. From July 2014 to September 2020, Mr. Chong was serving as Auditors and Partner of SBY Partners PLT, which is a company provides audit and assurance services. His main responsibility was reviewer and signing partner. Mr. Chong received his Diploma in 2002 at Tunku Abdul Rahman College in Financial Accounting Cum Association of Chartered Certified Accountants (ACCA). He achieved his ACCA certification in the year 2005.