Graphjet Technology Sdn. Bhd., a Malaysian private limited company
(“Graphjet”) and Energem Corp (“Energem”) (Nasdaq: ENCP, ENCPW), a
publicly-traded special purpose acquisition company, today
announced that the Securities and Exchange Commission ("SEC") has
declared effective the registration Statement on Form S-4
("Registration Statement") in connection with Graphjet and
Energem’s previously announced proposed business combination (the
“Business Combination”). The Registration Statement provides
important information about Graphjet, Energem and the Business
Combination.
Energem also announced that it will hold an
extraordinary general meeting of its shareholders at the office of
Energem 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/bc2024 on February 23, 2024 at
8:30 a.m. Eastern Time for its shareholders of record as of the
close of business on January 18, 2024 (the “Record Date”), at which
Energem’ shareholders will be asked to consider and vote upon
proposals to approve the Business Combination and related
matters.
Energem will also file a definitive proxy
statement/prospectus with the SEC relating to the Business
Combination and will commence mailing the definitive proxy
statement/prospectus to its shareholders as of the Record Date as
soon as practicable. The Business Combination is expected to close
shortly after the extraordinary general meeting of the shareholders
of Energem and Graphjet, subject to the approval of the
shareholders of each of Energem and Graphjet at those meetings.
The Business Combination is expected to close
shortly after the Special Meeting, subject to shareholder approvals
and the satisfaction or waiver of the conditions in the business
combination agreement and other customary closing conditions. Upon
closing of the Business Combination, the post-closing company will
be renamed “Graphjet Technology” and its ordinary shares and
warrants are expected to trade on The Nasdaq Stock Market, LLC
(“Nasdaq”) under the ticker symbols “GTI" and "GTIW,”
respectively.
Aiden Lee Ping Wei, Chief Executive Officer of
Graphjet, commented, “We are excited to announce the near
completion of our path to becoming a publicly traded company. Upon
the closing of this transaction, investors now have the opportunity
to invest in Graphjet’s mission to become a global leader in
generating value as the world’s first and the only patented
technology to recycle palm kernel shells, generated in the
production of palm seed oil, to produce single layer graphene and
artificial graphite for electric vehicle batteries, medical
devices, and home appliances.”
Swee Guan Hoo, Chief Executive Officer of
Energem, said “With the receipt of notice from the SEC informing us
of the effectiveness of our S-4 Registration, we are excited to
watch Graphjet become a publicly traded company and act on its plan
to increase value for our shareholders by producing the most
innovative, green, and low-cost graphene, graphite and
graphene-based anode materials that its competitors cannot.”
Graphjet and Energem previously announced, on
August 1, 2022, their execution of a definitive Share Purchase
Agreement. Graphjet uses their breakthrough patented technology to
transform a renewable waste product, palm kernel shells to the
highly valued artificial graphene and artificial graphite.
According to a study by Mordor Intelligence in 2023, the Graphene
Market size is estimated at USD $0.79 billion in 2024, and is
expected to reach USD $4.84 billion by 2029, growing at a CAGR of
43.64% during the forecast period of 2024-2029.
Energem shareholders are urged to read the proxy
materials, including, among other things, the reasons for the
unanimous recommendation by Energem’s Board of Directors that
shareholders vote "FOR" the Business Combination proposal. Your
vote "FOR" the Business Combination is important, no matter how
many shares you own. If you have any questions or need assistance
voting, please contact Laurel Hill Advisory Group, LLC, Energem’s
proxy solicitor, by telephone at (855) 414-2266 or by email at
Energem@LaurelHill.com. Energem shareholders who hold shares in
"street name" (i.e., shareholders whose shares are held of record
by a broker, bank, or other nominee) should contact their broker,
bank, or nominee to ensure that their shares are voted.
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. Nelson Mullins Riley & Scarborough LLP is acting as
legal counsel to Graphjet Technology in the business
combination.
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
an 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, EF Hutton LLC served as Capital Markets Advisor to Energem
Corp., Ogier (Cayman) LLP acted as Cayman Islands counsel, and
Rimon P.C. served as U.S. counsel to Energem Corp in its initial
public offering and is acting as legal counsel to Energem in the
business combination.
Important Information and Where to Find
It
This press release relates to the Business
Combination between Graphjet and Energem. This press release does
not constitute an offer to sell or exchange, or the solicitation of
an offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection
with the transaction described herein, Graphjet and Energem, and/or
a successor entity of the transaction has filed or will file
relevant materials with the SEC, including an effective
Registration Statement on Form S-4, which includes a proxy
statement/prospectus of Energem, which will be filed with the SEC
promptly following the date of this press release. The definitive
proxy statement will be sent to all Energem shareholders. Graphjet
and Energem, and/or a successor entity of the transaction will also
file other documents regarding the proposed transaction with the
SEC. Before making any voting or investment decision,
investors and security holders of Energem are urged to read the
Registration Statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
in connection with the proposed transaction as they become
available because they will contain important information about the
proposed transaction.
Investors and security holders will be able to
obtain free copies of the Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Graphjet and Energem, or any
successor entity of the transaction through the website maintained
by the SEC at www.sec.gov.
The documents filed or that will be filed by
Energem with the SEC also may be obtained free of charge upon
written request to Energem Corp., Level 3, Tower 11, Avenue 5, No.
8, Jalan Kerinchi, Bangsar South, Wilayah Persekutuan, Kuala
Lumpur, Malaysia or via email to Energem’s executive director,
Doris Wong Sing Ee at doris@energemcorp.com.
The documents filed or that will be filed by
Graphjet or any successor entity of the business combination with
the SEC may be obtained free of charge upon written request to SEC
at www.sec.gov or by directing a request to Graphjet Technology,
Unit No. L4-E-8, Enterprise 4, Technology Park Malaysia Bukit
Jalil, 57000 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur,
Malaysia or via email to Graphjet’s Chief Executive Officer, Aiden
Lee Ping Wei, Sing Ee at aidenlee@graphjettech.com.
Participants in the
Solicitation
Graphjet, Energem and certain of their
respective 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’
shareholders in connection with the proposed transaction.
Additional information regarding the identity of all potential
participants in the solicitation of proxies to Energem’s
shareholders in connection with the Business Combination and other
matters to be voted upon at the Special Meeting, and their direct
and indirect interests, by security holdings or otherwise, is set
forth in Energem’ proxy statement. Investors may obtain such
information by reading such proxy statement.
Non-Solicitation
This press release is for informational purposes
only and relates to a proposed business combination between
Graphjet and Energem Corp and is not intended and does not
constitute a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
potential transaction and shall not constitute an offer to sell or
a solicitation of an offer or invitation for the sale or purchase
of the securities, assets or the business 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. No offer of
securities shall be deemed to be made except by means of a
prospectus meeting the requirements of the Securities Act of 1933,
as amended.
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’s Registration Statement on Form S-1, any proxy statement
relating to the transaction 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. Readers are cautioned not to put undue
reliance on forward-looking statements, and Graphjet and Energem
assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by securities and
other applicable laws. Neither Graphjet and Energem gives any
assurance that either Graphjet or Energem, respectively, will
achieve its expectations.
Contact
Energem CorpLevel 3, Tower 11, Avenue 5, No. 8Jalan Kerinchi,
Bangsar South Wilayah Persekutuan Kuala Lumpur, MalaysiaAttn:
Mr. Swee Guan HooChief Executive OfficerTel: + (60) 3270
47622
Source: Energem Corp
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