DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☐	Preliminary Proxy Statement

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☒	Definitive Proxy Statement

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☐	Soliciting Material Pursuant to Section 240.14a-12

Energem Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

ENERGEM CORP.

Level 3, Tower 11, Avenue 5, No. 8,

Jalan Kerinchi, Bangsar South

Wilayah Persekutuan Kuala Lumpur, Malaysia

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON FEBRUARY 16, 2024

TO THE SHAREHOLDERS OF ENERGEM CORP.:

You are cordially invited to attend the extraordinary general meeting, which we refer to as the “Extraordinary General Meeting,” of shareholders of Energem Corp., which we refer to as “we,” “us,” “our,” “Energem” or the “Company,” to be held at 8:30 a.m. Eastern Time on February 16, 2024.

The Extraordinary General Meeting will be held at the offices of Energem Corp. located at Level 3, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, Wilayah Persekutuan Kuala Lumpur, Malaysia and via live webcast. If unable to attend in person, you will be able to attend the Extraordinary General Meeting online, vote and submit your questions during the Extraordinary General Meeting by visiting the following website: https://www.cstproxy.com/energemcorp/ext2024. To access the virtual online Extraordinary General Meeting, you will need your 12 digit control number to vote electronically at the Extraordinary General Meeting. The accompanying proxy statement (the “Proxy Statement”) is dated January 24, 2024, and is first being mailed to shareholders of the Company on or about January 29, 2024.

The sole purpose of the Extraordinary General Meeting is to consider and vote upon the following three proposals:

	●	a proposal to amend the Company’s third amended and restated articles of association (the “*Energem M&A”) in the form set forth in Annex A to the accompanying Proxy Statement, which we refer to as the “Extension Amendment,” giving the Company the right to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering that closed on November 18, 2021 (the “IPO”) from February 18, 2024 (the “Termination Date”) up to six (6) one-month extensions to August 18, 2024 (which we refer to as the “Extension”, and such later date, the “Extended Date”) (such proposal is the “Extension Amendment Proposal”). For the purposes of the laws of the Cayman Islands, the full text of the special resolution is as follows: “RESOLVED, as a special resolution, that subject to and conditional upon the trust account, which is governed by the investment management trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on 18 November 2021, and amended by the First Amendment to the Investment Management Trust Agreement effective November 18, 2022, the Second Amendment to the Investment Management Trust Agreement effective August 10, 2023, and Third Amendment to the Investment Management Trust Agreement effective January 24, 2024 (the “Trust Agreement*”), having net tangible assets of at least US $5,000,001 as at the date of this special resolution, the fourth amended and restated articles of association, a copy of which is attached to the accompanying proxy statement as Annex A, be and are hereby adopted as the articles of association of the Company in substitution for and to the exclusion of the Company’s existing articles of association”,

	●	a proposal to further amend the Investment Management Trust Agreement (the “*Trust Agreement”) entered into between Continental Stock Transfer & Trust Company, as trustee (“Continental”) and the Company governing the trust account (the “Trust Account”) established in connection with the IPO dated November 18, 2021 and amended effective November 18, 2022, the Second Amendment to the Investment Management Trust Agreement effective August 10, 2023, and Third Amendment to the Investment Management Trust Agreement effective January 24, 2024 (the “Trust Amendment”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B to the accompanying Proxy Statement to extend the date on which Continental must liquidate the Trust Account if the Company has not completed its initial business combination, from February 18, 2024 to August 18, 2024 (or such earlier date, as may be determined by the Energem Board) (such proposal is the “Trust Amendment Proposal*”), and

	●	a proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal, which we refer to as the “*Adjournment Proposal*,” which will be presented only if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal.

Each of the Extension Amendment Proposal, Trust Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement.

The purpose of the Extension Amendment Proposal and the Trust Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow us additional time to complete our previously announced business combination (the “Business Combination”) with Graphjet Technology Sdn. Bhd., a Malaysian private limited company (“Graphjet”). On August 1, 2022, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with Graphjet, Swee Guan Hoo, solely in his capacity as the representative of the shareholders of Energem, and their successors and assignees (the “Purchaser Representative”), from and after the closing of the Business Combination (the “Closing”), and the holders of all issued and outstanding shares of Graphjet (the “Graphjet Shares”) (each, a “Selling Shareholder” and collectively, the “Selling Shareholders”), and Lee Ping Wei, in his additional capacity as the representative for the Selling Shareholders (the “Shareholder Representative”).

Pursuant to the Share Purchase Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated by the Share Purchase Agreement (the “Transactions”), (i) each Selling Shareholder shall sell to Energem, and Energem shall purchase from each Selling Shareholder, all of the issued and outstanding Graphjet Shares, as set forth opposite the name of such Selling Shareholder on Exhibit A-1 of the Share Purchase Agreement, free and clear of any and all liens and encumbrances, in exchange for the right to receive such Selling Shareholder’s share of the Transaction Consideration (as defined in the Share Purchase Agreement); (ii) Graphjet shall become a wholly-owned subsidiary of Energem; and (iii) Energem will change its name to Graphjet Technology.

The Energem M&A currently provides that the Company has until August 18, 2023 to complete its initial business combination, subject to up to six one-month extensions (for a total of up to 27 months to complete a business combination following the Company’s IPO (being February 18, 2024)), subject to Energem LLC (the “Sponsor”) or its designees depositing additional funds into the Company’s Trust Account. While we and the other parties to the Share Purchase Agreement are working toward satisfaction of the conditions to completion of the Business Combination, including the SEC’s clearance of the Company’s registration statement on Form F-4 relating to the Business Combination (the “Registration Statement”), whereby the Registration Statement was amended to a Form S-4 with the most recent version of the Registration Statement filed on January 12, 2024, our board of directors (the “Energem Board”) believes that there may not be sufficient time before February 18, 2024 to hold an extraordinary general meeting at which to conduct a vote for the shareholder approvals required in connection with the Business Combination and consummate the closing of the Business Combination.

The Energem Board has determined that it is in the best interests of the Company to seek an additional extension of the Termination Date and have the Company’s shareholders approve the Extension Amendment Proposal and the Trust Amendment Proposal to allow for additional time to consummate the business combination. Without the Extension, the Company believes that the Company will not be able to complete the business combination on or before the Termination Date. If that were to occur, the Company would be precluded from completing the business combination and would be forced to liquidate.

Pursuant to the Energem M&A, the Sponsor may, but is not obligated to, request to extend the period of time to consummate a business combination up to six times, each by an additional month, for an aggregate of six additional months, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account $0.045 per outstanding Class A ordinary share or approximately $54,761.94 for 1,216,932 Class A ordinary shares (the “Extension Payment”) for each such extension in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.

As well as providing a venue for attendance in person, we are pleased to utilize the virtual shareholder meeting technology to provide ready access, safety and cost savings for our shareholders and the Company. The online meeting format allows attendance from any location in the world.

Even if you are planning to attend the Extraordinary General Meeting in person or online, please promptly submit your proxy vote by telephone or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Extraordinary General Meeting. Instructions on voting your shares are on the proxy materials you received for the Extraordinary General Meeting. In connection with the Extension Amendment Proposal, public shareholders may elect to redeem their publicly traded shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Class A ordinary shares included as part of the units sold in the IPO (the “public shares”), which election we refer to as the “Election.”

An Election can be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and an Election can also be made by public shareholders (the “public shareholders”) who do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting. Holders of public shares may make an Election regardless of whether such public shareholders were holders as of the record date.

Public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if we have not completed a business combination by the Extended Date. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and/or the Trust Amendment Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting, if the Extension is implemented and a public shareholder does not make an Election, they will retain the right to vote on any proposed business combination in the future and the right to redeem their public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of such business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event any proposed business combination is completed.

You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, provided that you are a shareholder on the record date for a meeting to consider a business combination, you will retain the right to vote on a business combination when it is submitted to shareholders and the right to redeem your public shares for cash in the event a business combination is approved and completed or we have not consummated a business combination by the Extended Date.

Based upon the amount in the Trust Account as of December 31, 2023, which was $13,959,132.56, we anticipate that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately $11.47 at the time of the Extraordinary General Meeting. The closing price of the public shares on Nasdaq on January 15, 2024, the most recent practicable closing price prior to the mailing of this Proxy Statement, was $11.47. We cannot assure shareholders that they will be able to sell their shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when such shareholders wish to sell their shares.

TO DEMAND REDEMPTION, BEFORE 5:00 P.M. EASTERN TIME ON FEBRUARY 14, 2024 (TWO BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A HOLDER MUST IDENTIFY ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER AND ADDRESS TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY IN ORDER TO VALIDLY REDEEM ITS SHARES.

The purpose of the Trust Amendment is to amend the Trust Agreement, as previously amended by the First Amendment, the Second Amendment and the Third Amendment to extend the date on which Continental must liquidate the Trust Account if we have not completed our initial business combination by February 18, 2024 from that date to August 18, 2024 (or such earlier date, as determined by the Energem Board).

If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate a business combination by February 18, 2024, as contemplated by our IPO prospectus and in accordance with the Energem M&A, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses as provided in our registration statement), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Energem Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the Companies Act (Revised) of the Cayman Islands (as the same may be amended from time to time, the “Companies Act,”) to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up.

iii

The Sponsor owns 2,862,500 Founder Shares (as defined below) that were issued to the Sponsor prior to our IPO, and 528,075 private placement units (the “Private Placement Units,”) that were purchased by the Sponsor in a private placement the closed simultaneously with the closing of the IPO. In addition, our Chairman of the Energem Board owns 2,500 Founder Shares, our Chief Financial Officer owns 5,000 Founder Shares, and two of our three independent directors each owns 2,500 Founder Shares. In addition, our Chief Executive Officer and Executive Director have a fifty percent beneficial ownership interest in the Sponsor. As used herein, “Founder Shares” refers to all issued and outstanding Class B ordinary shares. In the event of a liquidation, our Sponsor and officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units.

Subject to the foregoing, the affirmative vote of at least two-thirds (66.67%) of the Company’s outstanding ordinary shares, including the Founder Shares and the Class A ordinary shares underlying the Private Placement Units, will be required to approve the Extension Amendment Proposal and the Trust Amendment Proposal. Shareholder approval of the Extension Amendment and Trust Amendment are required for the implementation of the Energem Board’s plan to extend the date by which we must consummate our initial business combination. Notwithstanding shareholder approval of the Extension Amendment Proposal and the Trust Amendment Proposal, subject to the terms of a share purchase agreement dated August 1, 2022 (the “Share Purchase Agreement”), entered into between the Company and Graphjet Technology Sd. Bhd. (“Graphjet”), the Energem Board will retain the right to abandon and not implement the Extension Amendment and Trust Amendment at any time without any further action by our shareholders.

Approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by shareholders represented in person or by proxy at the Extraordinary General Meeting.

The Energem Board has fixed the close of business on January 18, 2024 as the record date for determining the Company shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of the Company’s ordinary shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof.

After careful consideration of all relevant factors, the Energem Board has determined that the Extension Amendment Proposal, the Trust Amendment Proposal and, if presented, the Adjournment Proposal are advisable and in the best interests of Energem and recommends that Energem shareholders vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Trust Amendment Proposal, and “FOR” the Adjournment Proposal, if presented.

Under the Energem M&A, no other business may be transacted at the Extraordinary General Meeting other than that set out in this notice.

Enclosed is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Trust Amendment Proposal, the Adjournment Proposal and the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, we urge you to read this material carefully and vote your ordinary shares.

January 24, 2024

By Order of the Energem Board

	/s/ Swee Guan Hoo
	Chief Executive Officer

Your vote is important. If you are a shareholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Extraordinary General Meeting. If you are a shareholder of record, you may also cast your vote in person at the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will mean that your ordinary shares will not count towards the quorum requirement for the Extraordinary General Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on February 16, 2024: This notice of the Extraordinary General Meeting and the accompanying Proxy Statement are available at https://www.cstproxy.com/energemcorp/ext2024.

TABLE OF CONTENTS

	Page
Notice Of Extraordinary General Meeting Of Shareholders	i
Proxy Statement	1
Questions and Answers About the Extraordinary General Meeting	5
Forward-Looking Statements	19
Risk Factors	20
Background	24
The Extension Amendment	25
The Trust Amendment Proposal	29
United States Federal Income Tax Considerations	32
The Extraordinary General Meeting	37
The Adjournment Proposal	41
Beneficial Ownership of Securities	42
Shareholder Proposals	42
Householding Information	43
Where You Can Find More Information	43
Annex A Proposed Amendments to the Third Amended and Restated Memorandum and Articles of Association of Energem Corp.	A-1
Annex B Form Of Amendment No. 4 To Investment Management Trust Agreement	B-1

ENERGEM CORP.

Level 3, Tower 11, Avenue 5, No. 8,

Jalan Kerinchi, Bangsar South

Wilayah Persekutuan Kuala Lumpur, Malaysia

EXTRAORDINARY GENERAL MEETING OF ENERGEM CORP.

To Be Held at 8:30 a.m. Eastern Time on February 16, 2024

PROXY STATEMENT

The extraordinary general meeting (the “Extraordinary General Meeting”) of the shareholders of Energem Corp., which we refer to as “we,” “us,” “our,” “Energem” or the “Company,” to be held at 8:30 a.m. Eastern Time on February 16, 2024 at the offices of offices of Energem Corp. located at Level 3, Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South, Wilayah Persekutuan Kuala Lumpur, Malaysia. The Extraordinary General Meeting will also be available via a live webcast at https://www.cstproxy.com/energemcorp/2024, for the sole purpose of considering and voting upon the following proposals:

	●	a proposal to amend the Company’s third amended and restated articles of association (the “*Energem M&A”) in the form set forth in Annex A to the accompanying Proxy Statement, which we refer to as the “Extension Amendment,” giving the Company the right to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “business combination”), (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering that was closed on November 18, 2021 (the “IPO”) from February 18, 2024 (the “Termination Date”) up to six (6) one-month extensions to August 18, 2024 (which we refer to as the “Extension”, and such later date, the “Extended Date”) (such proposal is the “Extension Amendment Proposal”). For the purposes of the laws of the Cayman Islands, the full text of the special resolution is as follows: “RESOLVED, as a special resolution, that subject to and conditional upon the trust account, which is governed by the investment management trust agreement entered into between the Company and Continental Stock Transfer & Trust Company on 18 November 2021, and amended by the First Amendment to the Investment Management Trust Agreement effective November 18, 2022, the Second Amendment to the Investment Management Trust Agreement effective August 10, 2023, and Third Amendment to the Investment Management Trust Agreement effective January 24, 2024 (the “Trust Agreement*”), having net tangible assets of at least US$5,000,001 as at the date of this special resolution, the fourth amended and restated articles of association, a copy of which is attached to the accompanying proxy statement as Annex A, be and are hereby adopted as the articles of association of the Company in substitution for and to the exclusion of the Company’s existing articles of association”,

	●	a proposal to further amend the Trust Agreement to extend the date on which Continental must liquidate the Trust Account (the “*Trust Account”) established in connection with the IPO if the Company has not completed its initial business combination, from February 18, 2024 to August 18, 2024 (or such earlier date, as may be determined by the Energem Board) (the “Trust Amendment” and, such proposal, the “Trust Amendment Proposal*”), and

	●	a proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal and the Trust Amendment Proposal, which we refer to as the “*Adjournment Proposal*,” which will be presented only if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal.

The purpose of the Extension Amendment Proposal and Trust Amendment Proposal, and, if necessary, the Adjournment Proposal, is to allow us additional time to complete our previously announced business combination (the “Business Combination”) with Graphjet Technology Sdn. Bhd., a Malaysian private limited company (“Graphjet”). On August 1, 2022, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with Graphjet, Swee Guan Hoo, solely in his capacity as the representative of the shareholders of Energem, and their successors and assignees (the “Purchaser Representative”), from and after the closing of the Business Combination (the “Closing”), and the holders of all issued and outstanding shares of Graphjet (the “Graphjet Shares”) (each, a “Selling Shareholder” and collectively, the “Selling Shareholders”), and Lee Ping Wei, in his additional capacity as the representative for the Selling Shareholders (the “Shareholder Representative”).

The Energem M&A currently provides that the Company has until August 18, 2023 to complete its initial business combination, subject to up to six one-month extensions to February 18, 2024 (for a total of up to 27 months to complete a business combination following the Company’s IPO), subject to Energem LLC (the “Sponsor”) or its designees depositing additional funds in the amount of $0.045 per outstanding Class A ordinary share for each month the Company extends beyond August 18, 2023 into the Company’s Trust Account. While we and the other parties to the Share Purchase Agreement are working toward satisfaction of the conditions to completion of the Business Combination, including the SEC’s clearance of the Company’s registration statement on Form F-4 relating to the Business Combination (the “Registration Statement”), whereby the Registration Statement was amended to a Form S-4 with the most recent version of the Registration Statement filed on January 12, 2024, the Energem Board believes that there may not be sufficient time before February 18, 2024 to hold an extraordinary general meeting at which to conduct a vote for the shareholder approvals required in connection with the Business Combination and consummate the closing of the Business Combination.

The Energem Board has determined that it is in the best interests of the Company to seek an extension of the Termination Date and have the Company’s stockholders approve the Extension Amendment Proposal and Trust Amendment Proposal to allow for additional time to consummate the business combination. Without the Extension, the Company believes that the Company will not be able to complete the business combination on or before the Termination Date. If that were to occur, the Company would be precluded from completing the business combination and would be forced to liquidate.

Pursuant to the Energem M&A, the Sponsor may, but is not obligated to, request to extend the period of time to consummate a business combination up to six times, each by an additional month, for an aggregate of six additional months, provided that the Sponsor (or its affiliates or permitted designees) will deposit into the Trust Account $0.045 per outstanding Class A ordinary share (the “Extension Payment”) for each such extension in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.

Approval of the Extension Amendment Proposal and the Trust Amendment Proposal are conditions to the implementation of the Extended Date. We will not proceed with the Extended Date if redemptions of our public shares would cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal and/or the Trust Amendment Proposal.

In connection with the Extension Amendment Proposal, public shareholders may elect to redeem their public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”), including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Class A ordinary shares included as part of the units sold in the IPO (the “public shares”), and which election we refer to as the “Election.”

An Election can be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal and/or the Trust Amendment Proposal and an Election can also be made by public shareholders who do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting. Holders of public shares (the “public shareholders”) may make an Election regardless of whether such public shareholders were holders as of the record date.

The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election, and the amount remaining in the Trust Account may be only a small fraction of the $13,959,132.56 that was in the Trust Account as of December 31, 2023. In such event, we may need to obtain additional funds to complete any proposed business combination.

If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate a business combination by February 18, 2024, as contemplated by our IPO prospectus and in accordance with the Energem M&A, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses, and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject to our obligations under the Companies Act to provide for claims of creditors and other requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our Class B ordinary shares (the “Founder Shares” and, together with the public shares, the “shares” or “ordinary shares”), including Energem, LLC (our “Sponsor”), will not receive any monies held in the Trust Account as a result of their ownership of Founder Shares.

If the Extension Amendment Proposal is approved, the Company, pursuant to the terms of the Trust Agreement, will (i) remove from the Trust Account an amount, which we refer to as the “Withdrawal Amount”, equal to the number of public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment Proposal is approved.

Our board has fixed the close of business on January 18, 2024 as the record date for determining the shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of the ordinary shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. On the record date of the Extraordinary General Meeting, there were 4,620,007 ordinary shares outstanding, of which 1,216,932 were public shares, 2,875,000 were Founder Shares and 528,075 were shares underlying the private placement units. The Founder Shares carry voting rights in connection with the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal, and we have been informed by our Sponsor and our directors, which hold all 2,875,000 Founder Shares in the aggregate, that they intend to vote in favor of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal.

This Proxy Statement contains important information about the Extraordinary General Meeting and the proposals. Please read it carefully and vote your shares. We will pay for the entire cost of soliciting proxies. We have engaged Laurel Hill LLC (“Laurel Hill”), to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay Laurel Hill a fee of $____. We will also reimburse Laurel Hill for reasonable out-of-pocket expenses and will indemnify Laurel Hill and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.