UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 8.01 Other Events.
On August 1, 2022, Energem Corp., a Cayman Islands exempted company (the “Company”) and Graphjet Technology Sdn. Bhd., a Malaysian private limited company (“Graphjet”) entered into a Share Purchase Agreement (as amended on September 4, 2023, the “Share Purchase Agreement” or “SPA”). On February 28, 2024, the Company held an extraordinary general meeting of shareholders in which the SPA and the transactions contemplated by the SPA (the “Business Combination” and together with the other transactions contemplated by the Share Purchase Agreement, the “Transactions”) were approved by the Company shareholders.
In connection with the Business Combination, Graphjet entered into several conversion agreements with holders listed on the signature pages thereto, which converted $8.2 million of debt into 2,050,000 Graphjet Pre-Transaction Shares (as defined in the Company’s Form S-4 filed with the SEC on January 3, 2023, under Registration No. 333-268716 and declared effective by the SEC on February 2, 2024). As a result, as of the date of this filing, the Company believes it satisfies the $5,000,000 minimum stockholders’ equity requirement for initial listing on the Nasdaq Capital Market. An unaudited pro forma balance sheet as of September 30, 2023 and pro forma statement of operations for the year ended September 30, 2023 reflecting the Business Combination after giving effect to the conversion agreements described above follows:
| Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data For the year ended September 30, 2023 | Post Combination | |||
| Net Loss | $ | -3,897 | ||
| Net Loss per share-basic and diluted | $ | -0.03 | ||
| Weighted average shares outstanding of ordinary shares-basic and diluted | 144,163,075 | |||
| (in thousands, except shares and per share amounts) | ||||
| Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data as of September 30, 2023 | ||||
| Total Assets (1) | $ | 9,879 | ||
| Total Liabilities (2) | $ | 2,809 | ||
| Total shareholders’ equity | $ | 7,070 | ||
1) After adjustment for actual redemptions and total cash left in trust $3,361k
2) After conversion of debt to equity in total of $8,200k
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Energem Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENERGEM CORP. | ||
| Date: March 11, 2024 | By: | /s/ Swee Guan Hoo |
| Name: | Swee Guan Hoo | |
| Title: | Chief Executive Officer | |