United States securities and exchange commission logo





                               October 25, 2022

       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

                                                        Re: Energem Corp.
                                                            Draft Registration
Statement on Form F-4
                                                            Submitted September
26, 2022
                                                            CIK No. 0001879373

       Dear Swee Guan Hoo:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form F-4

       General

   1.                                                   Please refile your
registration statement on Form S-4 or provide a legal analysis as to your
                                                        eligibility to file as
a foreign private issuer on Form F-4. Please refer to General
                                                        Instruction A.1 of Form
F-4 and the definition of "foreign private issuer" in Securities Act
                                                        Rule 405.
   2.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
                                                        has substantial ties
with a non-U.S. person. Please also tell us whether anyone or any
                                                        entity associated with
or otherwise involved in the transaction, is, is controlled by, or has
 Swee Guan Hoo
Energem Corp.
October 25, 2022
Page 2
         substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
         addresses how this fact could impact your ability to complete your
initial business
         combination. For instance, discuss the risk to investors that you may
not be able to
         complete an initial business combination with a U.S. target company
should the
         transaction be subject to review by a U.S. government entity, such as
the Committee on
         Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
         disclose that the time necessary for government review of the
transaction or a decision to
         prohibit the transaction could prevent you from completing an initial
business
         combination and require you to liquidate. Disclose the consequences of
liquidation to
         investors, such as the losses of the investment opportunity in a
target company, any price
         appreciation in the combined company, and the warrants, which would
expire worthless.
3.       We note apparently inconsistent statements regarding the Class B
shares. For example,
         disclosure on page 49 states "[t]he Founder Shares are automatically
convertible into
         Class A Ordinary Shares at the Closing" and disclosure on page 71
"[a]t Closing, the
         Founder will own all outstanding of Energem Class B Ordinary Shares."
Please revise to
         reconcile. Also, clarify whether the combined entity will have a
dual-class share structure
         with super-voting rights in light of disclosure on page 87, making
appropriate revisions to
         the description of share capital section. We note disclosure that the
sponsor will have
         the right to designate three directors and to approve or reject
transactions involving
         Graphjet, however these rights are not described in the section
cross-referenced. Please
         revise to describe these rights of the sponsor, identify the
sponsor-designated directors,
         and include risk factor disclosure.
4.       We note that throughout your registration statement you provide
footnotes citing
         hyperlinks to third-party websites to support factual assertions,
statistical data or
         otherwise. Please be advised that where you include a hyperlink in
your filing, you
         assume responsibility for the information on the hyperlinked website
and the information
         accessible through the hyperlinked website as if it were part of your
filing. Please refer to
         Release No. 34-42728 for further guidance regarding the use of
hyperlinks in your filing.
         Please revise.
Cover Page

5.     Please disclose the voting power of the (i) public shareholders, (ii)
sponsor, (iii) PIPE
       investors, if any, and (iv) Graphjet shareholders following the business
combination.
       Clearly state whether the combined entity will be a controlled company
under the Nasdaq
       rules and, if so, whether it intends to avail itself of the "controlled
company" exemptions
       to the corporate governance listing standards of Nasdaq. In this regard,
we note the
FirstName LastNameSwee Guan Hoo
       reference on page 87 to the "founder-controlled company" and disclosure
regarding
Comapany    NameEnergem
       control  on page 116,Corp.
                             as well as the table indicating that Graphjet
shareholders will own
October85%
         25, of thePage
             2022   combined
                         2     entity.
FirstName LastName
 Swee Guan Hoo
FirstName LastNameSwee Guan Hoo
Energem Corp.
Comapany
October 25,NameEnergem
            2022       Corp.
October
Page 3 25, 2022 Page 3
FirstName LastName
Questions and Answers about the Business Combination and the Extraordinary
General Meeting
What happens to the funds deposited in the Trust Account after consummation of
the Business
Combination?, page 14

6.       Please revise to disclose the deferred fee of $12,075,000 payable to
the underwriters from
         the trust account upon completion of the business combination, as
disclosed on page 151.
What interests do the Sponsor and the current officers and directors of Energem
have . . . . , page
15

7.       Please quantify the aggregate dollar amount and describe the nature of
what the
         sponsor and its affiliates have at risk that depends on completion of
a business
         combination. Include the current value of securities held including,
without limitation,
         ordinary shares and warrants, loans extended, fees due, and
out-of-pocket expenses for
         which the sponsor and its affiliates are awaiting reimbursement.
Provide similar
         disclosure for the company   s officers and directors, if material. In
this regard, we note
         disclosure regarding amounts payable pursuant to a promissory note and
administrative
         support agreement (e.g., pages 52, 113-14).
What shareholder vote thresholds are required . . . . , page 19

8.       Please revise proposal 2 to indicate whether this proposal is
conditioned on approval of
         proposal 1.
9.       We note that only the sponsor, as the Class B shareholder, appears
entitled to vote on
         proposal 2(b) and proposal 5. If true, revise your disclosure to
clarify how these proposals
         relate to Class A shareholders, addressing both quorum and voting
requirements.
         Conform disclosure elsewhere for consistency, including without
limitation, on pages 91-
         92.
10.      Please revise your disclosure to reflect that discretionary authority
may not be exercised to
         vote in favor of the adjournment proposal.
11.      Please clarify disclosure regarding the percentage of public
shareholders required to
         approve proposals on which their vote is solicited. In that regard, we
note your disclosure
         on page 15 indicates 2.33% of public shareholders is required for
approval, yet this does
         not seem to constitute a majority when combined with the 22.9% held by
the sponsor.
Summary of the Proxy Statement/Prospectus, page 22

12.      Please balance disclosure in the summary with information regarding
the Graphjet's
         limited operating history, lack of revenues or sales, and net losses
to date. Additionally
         highlight that the Graphjet's auditor has expressed substantial doubt
about its ability to
         continue as a going concern. Include appropriate risk factor
disclosure in relation to the
         foregoing.
13.      Please revise disclosure regarding financial projections on pages
25-26 and 88 for clarify
 Swee Guan Hoo
FirstName LastNameSwee Guan Hoo
Energem Corp.
Comapany
October 25,NameEnergem
            2022       Corp.
October
Page 4 25, 2022 Page 4
FirstName LastName
         and consistency. For example, it is unclear what period the
projections cover, and what
         amount is projected for each year within the period. In this regard,
we note disclosure that
         you and Baker Tilly were provided financial projections for the five
years from 2023
         through 2027, yet information on page 88 appears to cover a shorter
period. Ensure
         consistent terminology and convert amounts into U.S. dollars to aid
understanding.
14.      Please revise your disclosure to provide an explanation for the basis
of the
         projections beyond year three. Disclose whether the projections are in
line with historic
         operating trends. Address why the change in trends is appropriate or
assumptions are
         reasonable. While you have a history of operating losses, the
forecasts project increasing
         total gross profit. Given that Graphjet has limited operations and no
revenues to date,
         your disclosure should clearly describe the basis for projecting
revenues of approximately
         $800 million in 2023 (and onward) and the factors or contingencies
that would affect
         these revenues from materializing. Please also disclose whether the
preliminary letters of
         intent identified on page 26 are assumed to become binding contracts
for specified
         production amounts. In addition, address whether the targeted
production volumes are
         reasonable in light of Graphjet's current and planned manufacturing
capabilities, rather
         than in relation to market demand, as page 79 discloses.
15.      Please revise the diagrams on pages 23 and 24 to reflect the ownership
interest of the
         sponsor, PIPE investors, public shareholders and Graphjet
shareholders. Please reflect the
         portion, if any, represented by Class B shares.
16.      Please revise your disclosure on page 26 to clearly distinguish
between the opinions of
         Baker Tilly and the recommendations of Energm's board.
17.      Please elaborate on the term Start-up Discount referenced on page 26
so that investors
         have a better understanding of how this measure was used in reaching
your valuation of
         Graphjet.
18.      Please revise disclosure regarding production capacity on page 26 to
clearly state when
         the manufacturing plant is expected to be completed and disclose the
expected production
         capacity for each year in the projection period. Describe the
anticipated obstacles to
         overcome, timetable, and associated risks to enable securityholders to
evaluate the
         reasonableness of the projections. Please also clarify how Graphjet
will undertake
         production to meet its projections prior to completion and ramping-up
of its own
         manufacturing plant.
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 37

19.      Please provide pro forma financial statements that include a balance
sheet as of the date of
         your latest balance sheet and income statements for the latest fiscal
year and interim
         period. The same comment applies to the Unaudited Pro Forma Condensed
Combined
         Financial Information section starting on page 157.
Accounting for the Business Combination, page 38
 Swee Guan Hoo
FirstName LastNameSwee Guan Hoo
Energem Corp.
Comapany
October 25,NameEnergem
            2022       Corp.
October
Page 5 25, 2022 Page 5
FirstName LastName

20.      We note your disclosures on pages 38 and 89 regarding your anticipated
accounting
         treatment for the business combination and that the business
combination will be treated
         using the acquisition method of accounting. Please tell how you
reached that conclusion,
         or revise your disclosures accordingly, as it appears that it should
be accounted for as a
         reverse capitalization with the financial statements of the combined
entity represented as a
         continuation of the financial statements of Graphjet with the business
combination being
         treated as the equivalent of Graphjet issuing stock for the net assets
of Energem,
         accompanied by a recapitalization.
Basis of Pro Forma Presentation, page 39

21.      Refer to the table on page 39. Please address the following:

                Footnote (2) and (3) appear to indicate that the maximum
redemptions scenario
              includes the shares underlying the Public and Private Placement
warrants. However,
              these shares do not appear to be included in the amounts
presented. Please revise or
              advise.

                Refer to footnote (4). Tell us how you concluded it was
appropriate to include PIPE
              investment shares in the table. In this regard, we note your
disclosure on page 12 that
              you intend to enter into subscription agreements and that there
is no assurance you
              will successfully enter into any subscription agreements with
PIPE investors; and

                Reconcile the amounts disclosed in the share ownership table on
page 39 with the
              amounts disclosed on page 72. In addition, revise to also present
the 50% redemption
              scenario, similar to your presentation on page 72.
Risk Factors, page 40

22.      Please additionally disclose the material risks to unaffiliated
investors presented by taking
         the company public through a business combination rather than an
underwritten offering.
         These risks could include the absence of due diligence conducted by an
underwriter that
         would be subject to liability for any material misstatements or
omissions in a registration
         statement.
Directors of Energem have potential conflicts of interest . . . . , page 41

23.      Please highlight the risk that the sponsor will benefit from the
completion of a business
         combination and may be incentivized to complete an acquisition of a
less favorable target
         company or on terms less favorable to shareholders rather than
liquidate.
24.      Please highlight the material risks to public warrant holders,
including those arising from
         differences between private and public warrants. Clarify whether
recent common stock
         trading prices exceed the threshold that would allow the company to
redeem public
         warrants. Clearly explain the steps, if any, the company will take to
notify all
 Swee Guan Hoo
FirstName LastNameSwee Guan Hoo
Energem Corp.
Comapany
October 25,NameEnergem
            2022       Corp.
October
Page 6 25, 2022 Page 6
FirstName LastName
         shareholders, including beneficial owners, regarding when the warrants
become eligible
         for redemption.
Pro Forma Capitalization, page 71

25.      Please disclose the sponsor and its affiliates    total potential
ownership interest in the
         combined company, assuming exercise and conversion of all securities
(e.g., shares
         underlying private units and private warrants). If the sponsor will
receive additional
         securities pursuant to an anti-dilution adjustment based on the
company   s additional
         financing activities, then please also (i) quantify the number and
value of securities the
         sponsor will receive and (ii) disclose the ownership percentages in
the company before
         and after the additional financing to highlight dilution to public
security holders.
26.      Please revise to disclose all possible sources and extent of dilution
that shareholders who
         elect not to redeem their shares may experience in connection with the
business
         combination. Provide disclosure of the impact of each significant
source of dilution,
         including the amount of equity held by founders, convertible
securities, including warrants
         retained by redeeming shareholders, at each of the redemption levels
detailed in your
         sensitivity analysis, including any needed assumptions.
27.      It appears that underwriting fees remain constant and are not adjusted
based on
         redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
         percentage basis for shares at each redemption level presented in your
sensitivity analysis
         related to dilution.
Proposal No.1 - The Business Combination Proposal, page 72

28.      We note your presentation of pro forma book value per share on page
72. Please revise to
         provide in comparative columnar form, book value per share and loss
per share on a
         historical and pro forma basis for the registrant and Graphjet for the
most recent fiscal
         year and interim period.
29.      You refer to pro forma book value in Footnote (3) but do not provide
the data in the
         Unaudited Pro Forma Condensed Combined Financial Information section.
Please revise.

Background of the Business Combination, page 73

30.      Please revise your disclosure in this section to include negotiations
relating to material
         terms of the transaction, including, but not limited to, structure,
consideration, proposals
         and counter-proposals and size of PIPE. In your revised disclosure,
please explain the
         reasons for the terms, each party's position on the issues, and how
you reached agreement
         on the final terms.
31.      Please elaborate on what led to Energm   s management team initial
meeting with
         Graphjet   s management team.
 Swee Guan Hoo
Energem Corp.
October 25, 2022
Page 7
32.      Please revise or explain the closing enterprise value of $3.078
billion disclosed on page 75
         in light of disclosure elsewhere, including references to an
"increase" and a valuation of
         "at least $2.0 billion" on page 76.
33.      We note that you engaged Baker Tilly to provide a fairness opinion.
Please
         revise disclosure throughout to clarify the scope of the fairness
opinion. Clearly state that
         the opinion addresses fairness to all shareholders as a group. Please
disclose the fees
         Baker Tilly will receive upon completion of the business combination
and any amount
         that is contingent thereupon. Please also include the fairness opinion
as an exhibit to your
         registration statement and file Baker Tilly's consent with your next
amendment.
34.      We note your reference on page 75 to a valuation analysis delivered to
Energem by ARC
         Group Limited. Please include the information required by Item 1015(b)
of Regulation
         M-A, or tell us why you are not required to do so. Additionally
disclose the fees the
         financial advisor will receive upon completion of the business
combination and any
         amount that is contingent thereupon; describe any additional services
the financial advisor
         or its affiliates are providing in connection with the business
combination (such as the
         PIPE investment) and the related fees, including contingent fees; and
describe any
         services the financial advisor has provided to the Graphjet or
affiliates of the parties.
35.      Please disclose the identity of the underwriters for your initial
public offering and whether
         they performed additional services thereafter. We note disclosure on
page 151 that part of
         the IPO underwriting fee was deferred and, together with an additional
$12.075 million
         fee, is conditioned on completion of a business combination. Please
describe and quantify
         the aggregate fees payable to the IPO underwriters that is contingent
on completion of a
         business combination.
36.      Your charter waived the corporate opportunities doctrine. Please
address this potential
         conflict of interest and whether it impacted your search for an
acquisition target.
37.      Please revise this section to disclose any discussions about
continuing employment or
         involvement for any persons affiliated with Energem before the
business combination. In
         that regard, we note your disclosure on page 48 that Swee Guan Hoo and
Doris Wong
         Sing Ee are expected to serve on the board of directors of the
Combined Entity.
Interests of Certain Persons in the Business Combination, page 89
FirstName LastNameSwee Guan Hoo
38.    Please clarify if the sponsor and its affiliates can earn a positive
rate of return on
Comapany
       theirNameEnergem
            investment, even Corp.
                                if other SPAC shareholders experience a
negative rate of return in
       the post-combination
October 25, 2022 Page 7        entity.
FirstName LastName
 Swee Guan Hoo
FirstName LastNameSwee Guan Hoo
Energem Corp.
Comapany
October 25,NameEnergem
            2022       Corp.
October
Page 8 25, 2022 Page 8
FirstName LastName
Beneficial Ownership of Combined Entity Securities, page 112

39.      We note the Lim Hooi Beng is identified as Non-Executive Chairman and
Director of the
         post-combination entity, yet he is not included among the directors
identified, and is
         not listed in the table of beneficial ownership. We also note that Mr.
Beng and Mr. Rong
         own a significant interest in Graphjet. Please revise to reflect Mr.
Beng's and Mr. Rong's
         ownership interest after the business combination.
Voting Rights, page 116

40.      Please clearly disclose the voting rights of Class A Ordinary Shares
and Class B Ordinary
         Shares.
Certain Material U.S. Federal Income Tax Considerations, page 130

41.      We note your disclosure that there will be no material U.S. federal
income tax
         consequences to U.S. Holders of Energem Class A Ordinary Shares and
warrants as a
         result of the Business Combination. Please provide a tax opinion
covering the material
         federal tax consequences of the transaction to the holders of
Energem's securities and
         revise your disclosure accordingly. Please refer to Item 601(b)(8) of
Regulation S-K, per
         Item 21(a) of Form S-4. For guidance in preparing the opinion and
related disclosure,
         please refer to Section III of Staff Legal Bulletin No. 19, which is
available on our website


42.      Please remove the reference to "certain" in the heading of this
section and in all references
         thereto to clarify that the discussion is of the material tax
consequences, not merely certain
         material tax considerations. Refer to Section III.C.1 of Staff Legal
Bulletin No. 19.
Graphjet's Business, page 143

43.      We note your disclosure that Graphjet is the owner of the
graphene/graphite
         manufacturing technology developed in collaboration with two Malaysian
universities.
         We also note that page F-41 indicates that Graphjet "entered
agreements with third parties
         from China in acquiring intellectual property amounting $6,805,807 for
the production of
         Graphite and Graphene from palm kernel shell." Please explain the
nature of these
         agreements and how these agreements relate to your intellectual
property of your
         manufacturing technology. Please also disclose whether your technology
is subject to any
         ownership, intellectual property, or other rights of any parties other
than Graphjet. Please
         file the agreement by which Graphjet acquired the intellectual
property as an exhibit to
         your registration statement.
44.      We note disclosure on page 144 that "Graphjet is currently producing
graphite and
         graphene on a small scale industry basis . . . [and] has been able to
prove that its patented
         manufacturing process is capable of mass producing high quality &
consistent graphite
         and graphene at competitive prices." Please balance this disclosure by
identifying any
 Swee Guan Hoo
FirstName LastNameSwee Guan Hoo
Energem Corp.
Comapany
October 25,NameEnergem
            2022       Corp.
October
Page 9 25, 2022 Page 9
FirstName LastName
         uncertainties and risks associated with the manufacturing process,
also described
         elsewhere as "proven." Quantify Graphjet's current production capacity
and describe the
         expected obstacles and timetable to ramp up production to meet
projected quantities.
         Reconcile references to "patented" with disclosure elsewhere
indicating that Graphjet's
         patents are pending.
Research and Development, page 147

45.      Please elaborate on your collaboration agreements with UKM and UTEM.
Please clearly
         describe the rights and obligations of the parties.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
149

46.      Please revise your selected historical financial information
information and results of
         operations discussions for each respective company to present the
unaudited interim
         period information and analysis for 2022.
Liquidity and Capital Resources, page 156

47.      Please quantify and more fully disclose and discuss your short and
long term liquidity
         requirements and priorities, including potential changes in your
priorities based on the
         impact of changes in the amount of cash available to the post-merger
company due to the
         amount of cash redemptions by shareholders.
Energem Corp
Notes to Financial Statements
Note 7 - Shareholders' equity, page F-29

48.      We note your disclosure on page 149 that you account for warrants as
either equity or
         liability based on an assessment of the warrant   s specific terms and
applicable
         authoritative guidance. Please provide us with your assessment and
conclusion on your
         public and private placement warrants separately. As part of your
response, please tell us
         whether the related warrant agreements contain any of the provisions
addressed in the
         Staff Statement on Accounting and Reporting Considerations for
Warrants Issued by
         Special Purpose Acquisition Companies issued on April 12, 2021 and how
these
         provisions impacted your accounting determination. Revise your
accounting policies
         within your discussion as well as in your financial statements
accordingly.

Zhonghe Graphene SDN, BHD
Index to Financial Statements September 30, 2021 and 2020 Page F-31, page F-31

49.      Please refer to the financial statement updating requirements of Rule
8-08 of Regulation
         S-X and provide updated information with your next amendment.
 Swee Guan Hoo
Energem Corp.
October 25, 2022
Page 10
Exhibits

50.      Please file your supply agreement with Toyoda as an exhibit to your
registrations
         statement.
51.      Please file the executive employment agreements referred to on page 38
as exhibits to
         your registration statement.
       You may contact SiSi Cheng at 202-551-5004 or Melissa Gilmore at
202-551-3777 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Angelini at 202-551-3047 or Asia Timmons-Pierce at
202-551-3754 with any
other questions.



FirstName LastNameSwee Guan Hoo                               Sincerely,
Comapany NameEnergem Corp.
                                                              Division of
Corporation Finance
October 25, 2022 Page 10                                      Office of
Manufacturing
FirstName LastName