Graphjet Technology Sdn. Bhd. entered into an LOI to acquire Energem Corp. (NasdaqGM:ENCP) from a group of shareholders in a reverse merger transaction on June 3, 2022. Graphjet Technology Sdn. Bhd. signed definitive share purchase agreement to acquire Energem Corp. from a group of shareholders in a reverse merger transaction for $1.4 billion on August 1, 2022. Assuming no redemptions by Energem?s existing public shareholders, aggregate consideration to Graphjet equity holders will be approximately $1.49 billion, consisting of up to $117 million of cash consideration funded by Energem?s cash in trust from its initial public offering and all issued and outstanding Graphjet Shares, shall be that number of Energem Class A ordinary shares equal to $1.38 billion minus (ii) the amount, if any, by which $30,000 exceeds the Net Working Capital Amount, minus (iii) the Closing Net Indebtedness amount, minus (iv) the amount of any Transaction Expenses, divided by $10.00 (in the aggregate, the ? Consideration Shares ?). Graphjet shareholders are expected to own 137,000,000 shares in the combined entity. At the closing of the business combination, approximately 8.5% of the outstanding shares of the combined company is expected to be held by public investors, with existing Graphjet shareholders owning approximately 89%. Post closing, Energem will be renamed Graphjet Technology and is expected to be listed on the Nasdaq Global Market under the ticker symbol ?GTI.? Upon the closing of the transaction, the board of directors of Energem (the ? Post-Closing Board ?) will consist of seven individuals, three (3) persons designated by Energem prior to the Closing and four (4) persons designated by Graphjet and will continue to be led by its CEO, Mr. Lee Ping Wei, an experienced senior corporate executive through multi-billion listing in Malaysia.

The transaction is subject to the Form S-4 and the Form 8-A shall have been declared effective by the SEC; all material regulatory approvals; all required filings under the HSR Act (if any) shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the transactions under the HSR Act shall have expired or been terminated; Energem and Graphjet must obtain shareholder approval; the newly issued Combined Entity Ordinary Share shall have been approved for listing on Nasdaq; Energem shall have at least $5,000,001 of net tangible assets immediately prior to the Effective Time, requisite consents from other third parties to consummate the transaction and other closing conditions. The Board of Directors of Energem Corp. unanimously approved the transaction. Graphjet Boards of Directors also have approved the transaction. Energem and Graphjet Board determined to recommend to their respective shareholders the approval and adoption of the agreement. The transaction is expected to close during the second half of 2022. As of September 27, 2022, the transaction is expected to be completed in early 2023. As of July 14, 2023, the transaction is expected to close between August 18, 2023, and November 18, 2023. AS of February 28, 2024, Energem shareholders approved the business combination proposal. Subject to the satisfaction or waiver of the other customary closing conditions, the business combination is expected to close on or about March 6, 2024.

EF Hutton LLC served as Capital Markets Advisor, ARC Group Limited is acting as sole financial advisor and Debbie A. Klis, Zhun Lu, Robert Cocchia, Craig Tanner, Steven P. Eichel, Katie Hyman and Debra B. Vernon of Rimon P.C. are acting as legal counsel to Energem. ARC Group and Rimon P.C. also conducted due diligence for Energem. Andrew M. Tucker, Mike Bryan, Wells Hall, Matt Zischke and Angela Hart-Edwards of Nelson Mullins Riley & Scarborough LLP are acting as legal counsel to Graphjet Technology. Baker Tilly MH Advisory Sdn. Bhd. acted as independent financial advisor, due diligence provider and fairness opinion to Energem Board. Baker Tilly will receive a one-time fee of $53,514.1 for its opinion services. Continental Stock Transfer & Trust Company acted as transfer agent to Energem. Laurel Hill Advisory Group, LLC acted as proxy solicitor to Energem for a fee of $25,000 plus disbursements for such services. Messrs. Ong, Ric & Partners and Ogier (Cayman) LLP acted as legal advisors to Energem. Nelson Mullins Riley & Scarborough LLP and Messrs. Darryl, Edward & Co acted as legal advisors to Graphjet. Asset Risk Consultants Limited and Rimon Law Group, P.C. are also acting as due diligence providers to Energem. Arc Group is entitled to a one-time payment of $225,000 plus a success-based fee of 2% equity of the surviving entity?s pre-money enterprise value. Adeptus Partners LLC acted as accountant to Graphjet Technology.

Graphjet Technology Sdn. Bhd. completed the acquisition of Energem Corp. (NasdaqGM:ENCP) from a group of shareholders in a reverse merger transaction on March 14, 2024. Beginning on March 15, 2024, Graphjet?s ordinary shares will start trading on Nasdaq under the ticker symbol ?GTI.? Graphjet?s warrants will be delisted from Nasdaq and begin trading on the OTC market under the symbol ?GTIWW? on March 15, 2024. Graphjet?s CEO, Lee Ping Wei (Aiden Lee), and the rest of the Company?s current management team are expected to remain in leadership positions.