United States securities and exchange commission logo





                             December 23, 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.
                                                            Registration
Statement on Form F-4
                                                            Filed December 7,
2022
                                                            File No. 333-268716

       Dear Swee Guan Hoo:

              We have reviewed your 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-4 filed December 7, 2022

       Questions and Answers about the Business Combination and the
Extraordinary General Meeting
       What interests do the Sponsor and the current officers and directors of
Energem have . . . , page
       15

   1.                                                   We note your response
to prior comment 7. However, disclosure regarding amounts
                                                        payable under the
promissory note and administrative support agreement does not appear
                                                        in response to our
comment. Please revise your disclosure.
       What shareholder vote thresholds are required..., page 19

   2.                                                   We note your response
to prior comment 8. Your disclosure here and on page 16 is
                                                        inconsistent. For
example, you state that [u]nless the Business Combination Proposal, the
 Swee Guan Hoo
FirstName LastNameSwee Guan Hoo
Energem Corp.
Comapany23,
December  NameEnergem
              2022        Corp.
December
Page 2    23, 2022 Page 2
FirstName LastName
         Share Issuance Proposal and the Equity Incentive Plan Proposal are
approved, then the
         Energem M&A Proposals (along with the Share Issuance Proposal, the
Equity Incentive
         Plan Proposal, and the Director Appointment Proposal) will not be
presented to the
         Energem Shareholders at the Extraordinary General Meeting." Please
revise.
Summary of the Proxy Statement/Prospectus, page 22

3.       We note your response to prior comment 16. Please further revise the
following
         disclosure on page 26 to clearly distinguish between the opinions of
Baker Tilly and the
         recommendation of Energem's Board: "In view of the negotiated exchange
of Graphjet
         Pre-Transaction Shares for the Energem Ordinary Shares to comprise the
Transaction
         Consideration, Energem Shareholders would benefit from a significant
and immediate
         37.2% premium on the purchase price, assuming a USD $2.20 billion fair
market value of
         Graphjet and an immediate 48.0% premium on the purchase price,
assuming a USD $2.65
         billion fair market value of Graphjet from Baker Tilley   s fairness
opinion     was in the best
         interests of the Energem Shareholders and recommended that Energem
Shareholders
         approve the Business Combination and adopt the Share Purchase
Agreement and related
         Transactions and proposals."
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 39

4.       As we previously requested, please provide summary pro forma financial
statements
         including a balance sheet as of the date of your latest balance sheet
and income statements
         for the latest fiscal year and interim period or alternatively remove
this section.
Basis of Pro Forma Presentation, page 41

5.       It is not clear to us how footnote (3) relates to the amounts in the
table above. Please
         revise.
6.       We note your response to prior comment 21 and your updated disclosure
in footnote (4).
         We do not believe it would be appropriate to include PIPE investment
shares in the table
         given the uncertainty you express in the footnote and elsewhere in the
filing over whether
         you will be able to obtain the PIPE investment.
7.       Please revise your presentation of the subtotal lines in the table so
Other Shareholders line
         item does not appear to be a subtotal.
Proposal No. 1--The Business Combination Proposal, page 74

8.       Please disclose the sponsor and its affiliates total potential
ownership in the combined
         company, assuming exercise and conversion of all securities. If the
sponsor will receive
         additional securities based on additional financing activities, then
provide the disclosure
         requested by our prior comment 25 in this regard.
9.       We note your response to prior comment 27 and reissue the comment.
Please revise your
         disclosure to disclose the effective underwriting fee on a percentage
basis for shares at
 Swee Guan Hoo
FirstName LastNameSwee Guan Hoo
Energem Corp.
Comapany23,
December  NameEnergem
              2022        Corp.
December
Page 3    23, 2022 Page 3
FirstName LastName
         each redemption level presented in your sensitivity analysis related
to dilution. In
         addition, we note disclosure that the $4.025 million deferred
underwriting fee is based on
         a fee of $0.35 per share. Please revise to clarify that this per share
amount is based on the
         number of shares sold in your initial public offering, and to disclose
the current per share
         amount based on redemptions to date.
10.      Please revise disclosure indicating that Class B shares will
automatically convert into
         Class A shares on the first business day following the consummation of
the business
         combination to reconcile the apparent inconsistency with disclosure
elsewhere and Article
         35.2 of your second amended and restated Articles of Association filed
as Exhibit 3.3.
Proposal No.1 - The Business Combination Proposal, page 75

11.      Please correct the typographical errors in the share ownership table
that relate to    sponsor
         and related party    and    private placement warrants    amounts.
12.      Refer to the book value per share table on page 75. Please address the
following:
             Provide footnote disclosure explaining how you calculated book
value per share.
             Revise to present the table as of and for the fiscal year ended
September 30, 2022.
             Reconcile the pro forma book value assuming minimum redemption to
the amount
             disclosed on page 165.
Background of the Business Combination, page 76

13.      We note your response to prior comment 30. Please further revise your
disclosure to
         clarify how you reached agreement on the transaction consideration of
$1.38 billion in
         light of your disclosure that the final LOI provided you would pay
approximately $1
         billion. Additionally revise your disclosure to clarify how Graphjet's
counter offer of an
         enterprise valuation of $2 billion was negotiated, clearly disclose
the final enterprise
         valuation you agreed upon, and clarify how this relates to disclosure
on page 24 that "The
         Business Combination implies a pro forma post-closing enterprise value
of $1.49
         billion and a current equity value of Graphjet at more than $2.20
billion." Disclose who is
         acting as advisor for the potential PIPE investment and describe
negotiations relating to
         the size and other material terms of the PIPE.
14.      We note your revised disclosure in response to prior comment 31.
Please further revise to
         provide additional information regarding ArcGroup's introduction of
Graphjet to you,
         including the timing of the introduction, how many other targets
ArcGroup introduced to
         you, and whether ArcGroup had a pre-existing relationship with
Graphjet. Additionally
         revise your disclosure regarding ownership in the post-combination
company to clarify
         how the 2% equity fee to be paid to ArcGroup at closing is reflected,
including the
         ownership diagrams and tables. We further note disclosure on page 52
that indicates
         Energem and Graphjet have engaged a financial advisor. Please revise
to clarify whether
         Graphjet has engaged a financial advisor and, if so, describe its role
in the background
         section.
 Swee Guan Hoo
FirstName LastNameSwee Guan Hoo
Energem Corp.
Comapany23,
December  NameEnergem
              2022        Corp.
December
Page 4    23, 2022 Page 4
FirstName LastName
15.      We note your response to prior comment 37. Please revise this section
to disclose any
         discussions about continuing employment or involvement for any persons
affiliated with
         Energem before the business combination including, without limitation,
the roles of Swee
         Guan Hoo and Doris Wong Sing Ee as directors of the combined entity.
16.      We note your response to prior comment 30. Please substantially revise
your disclosure to
         provide a detailed description of the material terms of the
transaction. 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.
17.      Please provide a detailed description of how the terms of the Share
Purchase Agreement
         evolved throughout the exchange of drafts from the initial draft of
the Share Purchase
         Agreement on June 27, 2022 until it was executed on August 1, 2022,
and if applicable,
         describe how the terms differed from the LOI.
Opinion of Baker Tilly (Malaysia), page 84

18.      We note your response to prior comment 33. However, it does not appear
that disclosure
         was revised to clarify the scope of the fairness opinion. We note
disclosure that
         indicates the opinion determines fairness to Energem shareholders from
a financial point
         of view (e.g., pages 5 and 26), but also disclosure that indicates the
opinion evaluates the
         fairness of the consideration (e.g., page 84). Please revise to
reconcile, taking into
         account the opinion's stated scope on page 2 thereof. Additionally
revise the disclosure
         regarding Baker Tilley's fee to clearly state whether any portion is
contingent upon
         completion of the business combination.
Beneficial Ownership of Combined Entity Securities, page 118

19.      Please revise your table to reflect the redemption levels in manner
more constituent with
         your other disclosure. In that regard, we not here you include a
column assuming 83.52%
         redemption. Please revise or advise.
Voting Rights, page 122

20.      We note your response to prior comment 40. Please revise to clearly
disclose, if true, that
         holders of Class A Ordinary Shares of the Combined Entity are entitled
to one vote per
         share and that holders of Class B Ordinary Shares of the Combined
Entity are entitled to
         one vote per share.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS, page 136

21.      We note the form of tax opinion filed as exhibit 8.1. If you are
intending to file a short-
         form tax opinion, the disclosure in the prospectus and in the opinion
both must state that
         the disclosure in this section is the opinion of counsel.
22.      We note your response to prior comment 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
 Swee Guan Hoo
FirstName LastNameSwee Guan Hoo
Energem Corp.
Comapany23,
December  NameEnergem
              2022        Corp.
December
Page 5    23, 2022 Page 5
FirstName LastName
         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
Graphjet's Business, page 149

23.      We note your response to prior comment 50. However, the document filed
as Exhibit
         10.11 appears to be a memorandum of understanding regarding a
potential joint venture or
         collaboration agreement with Toyoda Trike Inc, dated August 1, 2022,
rather than the
         supply agreement described in your registration statement and dated
May 12, 2022.
         Please additionally file the supply agreement as an exhibit to the
registration statement.
         Please also revise your disclose to (i) update the statement on page
150 that "The order
         and terms of the [supply] agreement is expected to be finalized by the
end of December
         2022," (ii) update the statement on page 152 that "Graphjet expects to
recognize revenue
         in end of December of 2022, if not earlier," and (iii) reconcile the
apparent inconsistencies
         between the description of the joint venture on page 153 and Exhibit
10.11, including with
         respect to the parties and the preliminary terms.
Graphjet's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Liquidity and Capital Resources
Cash Flows for the Years Ended September 30, 2022 and 2021, page 162

24.      We note that certain amounts in your table on page 162 do not appear
to be consistent
         with your cash flow statement on page F-37. We also note that your
discussion of
         operating cash flows on page 162 do not appear to be correct and that
cash flows from
         investing activities appear to be excluded from both the table and
your discussion. Please
         revise.
Unaudited Pro Forma Condensed Combined Financial Information, page 163

25.      We note from your disclosure that Graphjet has been determined to be
the accounting
         acquirer and has a fiscal year of September 30. However, it appears
that you have
         presented the pro forma financial statements based on a fiscal year of
December 31.
         Please expand your disclosure to clarify whether the fiscal year end
of Graphjet will be
         changed from September 30 to December 31, and if so, when you expect
that will occur
         relative to the date of merger. Under these circumstances, please also
clarify whether you
         will recast prior financial statements based on the new fiscal year or
if not, how you will
         transition reporting to the new fiscal year. Conversely, if you expect
to retain the current
         fiscal year end of Graphjet, tell us how you have concluded that the
pro forma financial
         statements should not align with the fiscal year of Graphjet as the
successor entity.
 Swee Guan Hoo
FirstName LastNameSwee Guan Hoo
Energem Corp.
Comapany23,
December  NameEnergem
              2022        Corp.
December
Page 6    23, 2022 Page 6
FirstName LastName
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2022,
page 165

26.      Please cross reference each pro forma balance sheet adjustment to the
related description
         in Note 3.
27.      Please revise the pro forma balance sheet to disclose the number of
shares issued and
         outstanding on a historical and pro forma basis.
Experts, page 171

28.      Please revise to appropriately refer to Graphjet   s financial
statements as being as of
         September 30, 2022 and 2021.
Legal Matters, page 171

29.      Please revise the disclosure in this section to reflect the opinions
filed as exhibits to your
         registration statement. It is unclear why Malaysian counsel would pass
on the validity of
         the "Combined Entity Ordinary Shares," given that you are a Cayman
Islands company;
         please revise or advise.
Energem Corp
Statement of Cash Flows, page F-5

30.      It appear your net cash used in operating activities does not total
correctly. Please also
         revise to correctly place the subtotal lines throughout the table and
remove the total line
         on the bottom of the table.
Energem Corp
Notes to Financial Statements
Note 7 - Shareholders' Equity, page F-29

31.      We note your response to prior comment 48 and reissue the comment in
part. Please
         provide us with your analysis to support the equity treatment for your
public and private
         placement warrants separately. As part of your analysis, please
address whether there are
         any terms or provisions in the warrant agreements that provide for
potential changes to the
         settlement amounts that are dependent upon the characteristics of the
holder of the
         warrant, and if so, how you analyzed those provisions in accordance
with the guidance in
         ASC 815-40.

Exhibits

32.      Please file the agreements described on page 153 under the caption
"Intellectual Property"
         as exhibits to your registration statement, in accordance with your
response to prior
         comment 43.
33.      The form of proxy filed as Exhibit 99.8 presents a single proposal 2,
which appears
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FirstName LastNameSwee Guan Hoo
Energem Corp.
Comapany23,
December  NameEnergem
              2022        Corp.
December
Page 7    23, 2022 Page 7
FirstName LastName
         inconsistent with disclosure indicating that two separate matters will
be voted upon
         pursuant to proposal 2. Please revise to reconcile. In addition,
please mark your proxy as
         "preliminary."
34.      We note that the opinion and the registration fee table filed as
Exhibit 107 refer to
         different numbers of shares. Please revise the opinion to cover all
the shares being
         registered.
General

35.      Your response to prior comment 1 does not take into account your
reporting history as a
         domestic filer. Accordingly, please refile your registration statement
on Form S-4.
36.      We note your response to prior comment 3 and reissue it in part.
Disclosure on pages 29
         and 89 indicates 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 the rights
of the sponsor, identify
         the sponsor-designated directors, and include risk factor disclosure.
37.      Please update your disclosure to reflect the events reported in your
Form 8-K filed on
         November 18, 2022, and related developments since then. Address,
without limitation,
         the following items:

                Update references to the November 18, 2022, deadline, to
clearly state whether one
              or more extensions have been made, provide the current deadline
(i.e., as of the date
              of your prospectus), and describe your expectations regarding
further extensions.

                Quantify the amount and source of funds that have been or will
be deposited in the
              trust account in connection with extensions. Update disclosure
regarding the interests
              of the sponsor, your management, and their respective affiliates
if amounts are or will
              be payable to them as a result of such deposits.

                Disclose the percentage of public shareholders who redeemed
their shares in
              connection with the meeting held on November 16, 2022.

                Update disclosure throughout regarding the number and
percentages of your
              outstanding shares, taking redemptions into account. Include the
current number and
              percentage held by the sponsor, your management, and their
respective affiliates, on
              the one hand, and by public shareholders, on the other hand.

                Clearly disclose the voting power of the sponsor and the
percentage of public
              shareholders that is required to approve the business combination
based on the
              current number of outstanding shares.

                If the trust agreement has been amended or modified, revise
your disclosure
              accordingly and file the amended trust agreement as an exhibit to
your registration
 Swee Guan Hoo
Energem Corp.
December 23, 2022
Page 8
              statement.

                In describing extensions and trust fund deposits, replace the
general reference, "as
              described in more detail in this proxy statement/prospectus,"
with a reference to the
              specific section where these matters are fully described.

                Update your exhibit index and references to the articles of
association to be adopted
              in connection with the business combination, as these appear to
be the third amended
              articles.

                Update your diagram on page 24 to reflect the impact of
redemptions.
38.      We note your response to prior comment 36 and reissue it. Since your
charter waives the
         corporate opportunities doctrine, please revise your disclosure to
address this potential
         conflict of interest and whether it impacted your search for an
acquisition target.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the 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
December 23, 2022 Page 8                                       Office of
Manufacturing
FirstName LastName