Energem Corp (“Energem”) (Nasdaq: ENCP, ENCPW), a special purpose
acquisition company, today announced the signing of a definitive
share purchase agreement with Graphjet Technology Sdn. Bhd., a
Malaysian private limited company (“Graphjet” or the “Company”)
that will result in Graphjet becoming a wholly-owned subsidiary of
Energem, and Energem to be renamed Graphjet Technology and is
expected to be listed on the Nasdaq Global Market under the ticker
symbol “GTI.”
Graphjet is the owner of state-of-the-art
technology for the manufacture of 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. Upon the closing of the
transaction, Graphjet will continue to be led by its CEO, Mr. Lee
Ping Wei, an experienced senior corporate executive through
multi-billion listing in Malaysia.
Graphjet uses their breakthrough patent-pending
technology to transform a 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.
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 waste annually. Lee Ping Wei, CEO of
Graphjet commented, “Graphjet Technology’s announcement today
represents the next major milestone on our journey to becoming a
breakthrough graphene and graphite producer. Our technology will
bring a renewable product to advance future
technology.” Mr. Swee Guan Hoo, CEO of Energem Corp.
added, “From the many companies under consideration by Energem
Corp., our goal was to find a breakthrough technology that met our
criteria of investing in long-term sustainability for our world.
Graphjet not only produces high-demand materials in a growing
market, but does so by utilizing a commonly available waste product
in Malaysia. Our team looks forward to our continued work with
Graphjet and we are committed to their growth strategy.”
Graphjet Technology
Investment Highlights:
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Founded in 2019 in Kuala Lumpur, Graphjet is uniquely positioned to
be a leading producer of graphene and graphite materials. |
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Patent-pending technology for the transformation of palm kernel
shells to graphene and graphite materials eliminating a common
waste product in the production of palm seed oil. |
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First carbonization plant is expected to open in Kuantan, district
of Malaysia. |
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Production capacity expects to output 10,000 tons of graphite and
60 tons of graphene annually from 30,000 tons of dried palm kernel
shell. |
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Lower material cost expected when compared to other raw material
sources of graphene. |
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USD $21 billion graphene global market is growing due to the
advantages of the material such as: |
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100 times better electric conductivity compared to silicon
crystals, or nano carbon |
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hardness which exceeds diamonds |
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100 times fracture strength of steel |
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High Thermal Conductivity, 10 times better than copper and
aluminum |
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High Transparency light transmittance up to 97.7% |
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Geographic advantage for application of our recycling technology
with a readily available feedstock in-region as Indonesia and
Malaysia are the top suppliers of palm kernel shells in the
world. |
Transaction Overview
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 8.5% of the outstanding shares of the combined
company is expected to be held by public investors, with existing
Graphjet shareholders owning approximately 89%.
The Boards of Directors of Energem Corp. and
Graphjet have approved the transaction. The transaction will also
require the approval of the shareholders of Energem Corp. and is
subject to other customary closing conditions. The transaction is
expected to close during the second half of 2022. Additional
information about the proposed transaction, including a copy of the
Share Purchase Agreement and investor presentation, will be
provided in a Current Report on Form 8-K to be filed by Energem
Corp. today with the Securities and Exchange Commission (“SEC”) and
available at
www.sec.gov. Advisors
ARC Group Limited is acting as sole financial
advisor to Energem Corp. Rimon P.C. is acting as legal counsel to
Energem Corp. Nelson Mullins Riley & Scarborough LLP is acting
as legal counsel to Graphjet Technology.
About Graphjet
Technology Sdn.
Bhd.
Graphjet Technology Sdn. Bhd. was founded in
2019 in Malaysia as an innovative graphene and graphite producer.
Graphjet Technology has the world’s first patent-pending technology
to recycle palm kernel shells generated in the production of palm
seed oil to produce single layer graphene and artificial graphite.
Graphjet’s sustainable production methods utilizing palm kernel
shells, a waste agricultural product that is common in Malaysia,
will set a new shift in Graphite and Graphene supply chain of the
world.
About Energem
Corp.
Energem Corp. is a blank check company formed
for the purposes of effecting a merger, capital share exchange,
asset acquisition, share purchase, reorganization, or similar
business combination with one or more energy and/or sustainable
natural resource companies. In November 2021, Energem consummated a
$115 million initial public offering of 11.5 million units
(reflecting the underwriters’ full exercise of their over-allotment
option), each unit consists of one Class A ordinary share and one
redeemable warrant, each warrant entitles the holder to purchase
one Class A ordinary share at a price of $11.50 per share. ARC
Group Limited acted as sole financial advisor and EF Hutton,
division of Benchmark Investments LLC, served as the sole
book-running manager of Energem’s initial public offering.
Non-GAAP Financial Measures
This press release includes certain non-GAAP
financial measures that are not prepared in accordance with
generally accepted accounting principles in the United States
(“GAAP”) and that may be different from non-GAAP financial measures
used by other companies. Energem Corp. and Graphjet Technology Sdn.
Bhd. believe that the use of these non-GAAP financial measures
provides an additional tool for investors to use in evaluating
ongoing operating results and trends of Graphjet. These non-GAAP
measures should not be considered in isolation from, or as an
alternative to, financial measures determined in accordance with
GAAP. Additionally, to the extent that forward-looking non-GAAP
financial measures are provided, they are presented on a non-GAAP
basis without reconciliations of such forward-looking non-GAAP
measures due to the inherent difficulty in forecasting and
quantifying certain amounts that are necessary for such
reconciliation.
Important Information
About the Proposed Business Combination
and Where to Find It
For additional information on the proposed
transaction, see Energem’s Current Report on Form 8-K, which will
be filed concurrently with this press release. In connection with
the proposed transaction, Energem intends to file relevant
materials with the SEC, including a registration statement on Form
F-4 with the SEC, which will include a proxy statement/prospectus,
and will file other documents regarding the proposed transaction
with the SEC. Energem’s shareholders and other interested persons
are advised to read, when available, the preliminary proxy
statement/prospectus and the amendments thereto and the definitive
proxy statement and documents incorporated by reference therein
filed in connection with the proposed business combination, as
these materials will contain important information about Graphjet
and Energem and the proposed business combination. Promptly after
the Form F-4 is declared effective by the SEC, Energem will mail
the definitive proxy statement/prospectus and a proxy card to each
shareholder entitled to vote at the meeting relating to the
approval of the business combination and other proposals set forth
in the proxy statement/prospectus. Before making any voting
or investment decision, investors and shareholders of
Energem are urged to carefully read the
entire registration statement and proxy statement/prospectus, when
they become available, and any other relevant documents filed with
the SEC, as well as any amendments or supplements to these
documents, because they will contain important information about
the proposed transaction. The documents filed by Energem
with the SEC may be obtained free of charge at the SEC’s website at
www.sec.gov, or by directing a request to Energem Corp., Level 3,
Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, Wilayah
Persekutuan, Kuala Lumpur, Malaysia.
Participants in the
Solicitation
Energem Corp. and certain of its directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitation of proxies from Energem’s shareholders in connection
with the proposed transaction. A list of the names of those
directors and executive officers and a description of their
interests in Energem will be included in the proxy
statement/prospectus for the proposed business combination when
available at www.sec.gov. Information about Energem’s directors and
executive officers and their ownership of Energem ordinary shares
is set forth in Energem’s final prospectus dated November 15, 2021
and filed with the SEC on November 17, 2021, as modified or
supplemented by any Form 3 or Form 4 filed with the SEC since the
date of such filing. Other information regarding the interests of
the participants in the proxy solicitation will be included in the
proxy statement/prospectus pertaining to the proposed business
combination when it becomes available. These documents can be
obtained free of charge from the source indicated above.
Graphjet Technology Sdn. Bhd. and its directors
and executive officers may also be deemed to be participants in the
solicitation of proxies from the shareholders of Energem in
connection with the proposed business combination. A list of the
names of such directors and executive officers and information
regarding their interests in the proposed business combination will
be included in the proxy statement/prospectus for the proposed
business combination.
Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests is included in the proxy
statement/prospectus filed with the SEC on Form F-4. Shareholders,
potential investors and other interested persons should read the
proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions. You may obtain
free copies of these documents from the sources indicated
above.
Cautionary Statement Regarding
Forward-Looking Statements
Certain statements contained in this press
release constitute “forward-looking statements” within the meaning
of federal securities laws. Forward-looking statements may include,
but are not limited to, statements with respect to (i) trends in
the graphite and graphene raw materials industry, including changes
in demand and supply related to Graphjet’s products and services;
(ii) Graphjet’s growth prospects and Graphjet’s market size; (iii)
Graphjet projected financial and operational performance including
relative to its competitors; (iv) new product and service offerings
Graphjet may introduce in the future; (v) the potential
transaction, including the implied enterprise value, the expected
post-closing ownership structure and the likelihood and ability of
the parties to consummate the potential transaction successfully;
(vi) the risk the proposed business combination may not be
completed in a timely manner or at all, which may adversely affect
the price of Energem’s securities; (vii) the failure to satisfy the
conditions to the consummation of the proposed business
combination, including the approval of the proposed business
combination by the shareholders of Energem Corp.; (viii) the effect
of the announcement or pendency of the proposed business
combination on Energem’s or Graphjet’s business relationships,
performance and business generally; (ix) the outcome of any legal
proceedings that be instituted against Energem or Graphjet related
to the proposed business combination or any agreement related
thereto; (x) the ability to maintain the listing of Energem on
Nasdaq; (xi) the price of Energem’s securities, including
volatility resulting from changes in the competitive and regulated
industry in which Graphjet operates, variations in performance
across competitors, changes in laws and regulations affecting
Graphjet’s business and changes in the combined capital structure;
(xii) the ability to implement business pans, forecasts, and other
expectations after the completion of the proposed business
combination and identify and realize additional opportunities; and
(xiii) other statements regarding Energem’s or Graphjet’s
expectations, hopes, beliefs, intentions and strategies regarding
the future.
In addition, any statements that refer to
projections forecasts or other characterizations of future events
or circumstances, including any underlying assumptions are
forward-looking statements. he words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intends,” “outlook,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would,” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements are predictions, projections and other statements about
future events that are based on current expectations and
assumptions and, as a result, are subject, are subject to risks and
uncertainties.
You should carefully consider the risks and
uncertainties described in the “Risk Factors” section of Energem
Corp. final prospectus dated November 15, 2021 and filed with the
SEC on November 17, 2021 for its initial public offering and, the
proxy statement/prospectus relating to the transaction, which is
expected to be filed by Energem Corp with the SEC, other documents
filed by Energem Corp from time to time with SEC, and any risk
factors made available to you in connection with Energem Corp.,
Graphjet, and the transaction. These forward-looking statements
involve a number of risks and uncertainties (some of which are
beyond the control of Graphjet and Energem Corp.) and other
assumptions, that may cause the actual results or performance to be
materially different from those expressed or implied by these
forward-looking statements. Energem and Graphjet caution that the
foregoing list of factors is not exclusive.
No Offer or Solicitation
This press release relates to a proposed
business combination between Energem Corp. and Graphjet Technology
Sdn. Bhd., and does not constitute a proxy statement or
solicitation of a proxy and does not constitute an offer to sell or
a solicitation of an offer to buy the securities of Energem Corp.
or Graphjet, nor shall there be any sale of any such securities in
any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction.
Contacts
Energem Corp.Level 3, Tower 11, Avenue 5, No.
8,Jalan Kerinchi, Bangsar SouthWilayah Persekutuan, Kuala Lumpur,
Malaysia
Attn: Mr. Swee Guan HooChief Executive
OfficerTel: + (60) 3270 47622
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