July 9, 2024

Aiden Lee Ping Wei
Chief Executive Officer
Graphjet Technology
Unit L4-E-8 Enterprise 4
Technology Park Malaysia
Bukit Jalil, 57000
Kuala Lumpur, Malaysia

       Re: Graphjet Technology
           Registration Statement on Form S-1
           Filed June 25, 2024
           File No. 333-280461
Dear Aiden Lee Ping Wei:

     We have conducted a limited review of your registration statement and have
the following
comment(s).

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Registration Statement on Form S-1 filed June 25, 2024
Cover Page

1.     For each of the shares and warrants being registered for resale,
disclose the price that the
       selling shareholders paid for such securities.
2.     We note the significant number of redemptions of your Class A ordinary
shares in
       connection with your business combination and that the shares being
registered for resale
       will constitute a considerable percentage of your public float. We also
note that some of
       the shares being registered for resale were purchased by the selling
shareholders for prices
       considerably below the current market price of the Class A ordinary
shares. Highlight the
       significant negative impact sales of shares on this registration
statement could have on the
       public trading price of the Class A ordinary shares.
 July 9, 2024
Page 2

Risk Factors, page 6

3.     Include an additional risk factor highlighting the negative pressure
potential sales of
       shares pursuant to this registration statement could have on the public
trading price of the
       Class A ordinary shares. To illustrate this risk, disclose the purchase
price of the securities
       being registered for resale and the percentage that these shares
currently represent of the
       total number of shares outstanding. Also disclose that even though the
current trading
       price is significantly below the SPAC IPO price, the private investors
have an incentive to
       sell because they will still profit on sales because of the lower price
that they purchased
       their shares than the public investors.
Graphjet Technology is subject to financial reporting and other requirements as
a public
company..., page 22

4.     We also note that you did not timely file a Form 10-Q for the quarter
ended March 31,
       2024. Update and revise your risk factor to state that you did not
timely file the report and
       that you may not be able to file timely in the future.
Management's Discussion and Analysis of Financial Condition and Results of
Operations , page
27

5.     We note that the projected revenues for 2023 were $839.4 million, as set
forth in the
       unaudited prospective financial information management prepared and
provided to the
       Board in connection with the evaluation of the Business Combination. It
appears you have
       not had any revenues or sales of your products to date. Please update
your disclosure in
       Liquidity and Capital Resources, and elsewhere, to provide updated
information about the
       company   s financial position and further risks to the business
operations and liquidity in
       light of these circumstances.
6.     In light of the significant number of redemptions and the unlikelihood
that the company
       will receive significant proceeds from exercises of the warrants because
of the disparity
       between the exercise price of the warrants and the current trading price
of the Class A
       ordinary shares, expand your discussion of capital resources to address
any changes in the
       company   s liquidity position since the business combination. If the
company is likely to
       have to seek additional capital, discuss the effect of this offering on
the company   s ability
       to raise additional capital.
7.     Please expand your discussion here to reflect the fact that this
offering involves the
       potential sale of a substantial portion of shares for resale and discuss
how such sales could
       impact the market price of the company   s common stock.
Signatures, page II-5

8.     Please revise to identify the individuals signing in the capacities of
your principal
       executive officer, principal financial officer, and principal accounting
officer or controller.
       Refer to Instruction 1 to Signatures on Form S-1.
General

9.     Revise your prospectus to disclose the price that each selling
shareholders paid for the
       ordinary shares and warrants being registered for resale. Highlight any
differences in the
       current trading price, the prices that the Sponsor, PIPE investor, and
other selling
 July 9, 2024
Page 3

       shareholders acquired their shares and warrants, and the price that the
public
       shareholders acquired their shares and warrants. Disclose that while the
Sponsor, PIPE
       investor, and other selling shareholders may experience a positive rate
of return based on
       the current trading price, the public shareholders may not experience a
similar rate of
       return on the securities they purchased due to differences in the
purchase prices and the
       current trading price. Please also disclose the potential profit the
selling shareholders will
       earn based on the current trading price. Lastly, please include
appropriate risk factor
       disclosure.
10.    Please revise to update your disclosures throughout the filing and
address areas that
       appear to need updating or that present inconsistencies. Non-exclusive
examples of areas
       where disclosure should be updated are as follows:

             Disclosure in the subsection entitled, "Pre-Business Combination
Related Party
           Transactions     Energem," that refers to the closing of the
business combination and
           associated events in the future tense or in hypothetical terms; and

             References throughout to "following the business combination" as a
prospective
           occurrence.
11.    We note your disclosure on page 62 that your selling shareholders may
use purchases by a
       broker-dealer as principal to sell its securities. Please confirm your
understanding that the
       retention by a selling shareholder of an underwriter would constitute a
material change to
       your plan of distribution requiring a post-effective amendment. Refer to
your undertaking
       provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
        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.

       Please contact Patrick Fullem at 202-551-8337 or Jennifer Angelini at
202-551-3047 with
any questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of
Manufacturing