Item 1.01. Entry into a Material Definitive Agreement.
Share Purchase Agreement
This section describes the material provisions of the Share Purchase Agreement
(as defined below) but does not purport to describe all of the terms thereof.
The following summary is qualified in its entirety by reference to the complete
text of the Share Purchase Agreement, a copy of which is attached hereto as
Exhibit 2.1. Energem's securityholders and other interested parties are urged to
read such agreement in its entirety. Unless otherwise defined herein, the
capitalized terms used below are defined in the Share Purchase Agreement.
General Terms and Effects
On August 1, 2022, Energem Corp., a Cayman Islands exempted company (the
"Energem"), entered into a share purchase agreement (the "Share Purchase
Agreement") with Graphjet Technology Sdn. Bhd., a Malaysian private limited
company ("Graphjet"), that converts palm kernel shells to essential raw
materials such as graphene and graphite used to produce batteries in the
electric vehicle space among other products. The Share Purchase Agreement is by
and among Energem, 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
the 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 below); (ii) Graphjet shall become a
wholly-owned subsidiary of Energem; and (iii) Energem will change its name to
Graphjet Technology.
Transaction Consideration
The aggregate transaction consideration to be paid pursuant to the Share
Purchase Agreement to the Selling Shareholders, as of immediately prior to the
Closing, for the purchase of all issued and outstanding Graphjet Shares, shall
be that number of Energem Class A ordinary shares equal to (i) One Billion Three
Hundred and Eighty Million U.S. Dollars ($1,380,000,000), minus (ii) the amount,
if any, by which $30,000 (i.e., the target net working capital amount) exceeds
the Net Working Capital Amount (but not less than zero) (as defined in the Share
Purchase Agreement), minus (iii) the Closing Net Indebtedness amount (as defined
in the Share Purchase Agreement), minus (iv) the amount of any Transaction
Expenses (as defined in the Share Purchase Agreement), divided by ten dollars
($10.00) (in the aggregate, the "Consideration Shares").
Each Selling Shareholder shall receive a number of Energem Class A ordinary
shares equal to the aggregate Consideration Shares divided by the number of
Graphjet Shares outstanding immediately prior to the Closing, multiplied by the
number of Graphjet Shares held by such Selling Shareholder (the "Conversion
Ratio"). The total consideration payable to the Selling Shareholders in
accordance with the Share Purchase Agreement is also referred to herein as the
"Transaction Consideration".
Representations and Warranties
The Share Purchase Agreement contains a number of representations and warranties
by each of Energem, Graphjet and the Selling Shareholders as of the date of the
Share Purchase Agreement and as of the date of the Closing. Many of the
representations and warranties are qualified by materiality or Material Adverse
Effect. "Material Adverse Effect" as used in the Share Purchase Agreement means
with respect to any specified person or entity, any fact, event, occurrence,
change or effect that has had or would reasonably be expected to have,
individually or in the aggregate, a material adverse effect on the business,
assets, liabilities, results of operations, prospects or condition (financial or
otherwise) of such person or entity and its subsidiaries, taken as a whole, or
the ability of such person or entity or any of its subsidiaries on a timely
basis to consummate the transactions contemplated by the Share Purchase
Agreement or the ancillary documents to which it is a party or bound or to
perform its obligations thereunder, in each case subject to certain customary
exceptions. Certain of the representations are subject to specified exceptions
and qualifications contained in the Share Purchase Agreement or in information
provided pursuant to certain disclosure schedules to the Share Purchase
Agreement. The representations and warranties made by Energem, Graphjet and the
Selling Shareholders are customary for transactions similar to the Transactions.
Indemnification and Survival
The representations and warranties of Graphjet, Energem and the Selling
Shareholders do not survive the Closing and Energem does not have any
post-Closing indemnification obligations.
Covenants of the Parties
Each party agreed in the Share Purchase Agreement to use its commercially
reasonable efforts to effect the Closing and obtain third party and regulatory
approvals. The Share Purchase Agreement also contains certain customary
covenants by Energem and Graphjet during the period between the signing of the
Share Purchase Agreement and the earlier of the Closing or the termination of
the Share Purchase Agreement in accordance with its terms (the "Interim
Period"), regarding (1) the provision of access to their properties, books and
personnel; (2) the operation of their respective businesses in the ordinary
course of business; (3) provision of financial statements by Graphjet; (4)
Energem's public filings; (5) no insider trading; (6) notifications of certain
breaches, consent requirements or other matters; (7) efforts to file the
Registration Statement (as defined below); (8) tax matters; (9) further
assurances; (10) election of the post-Closing board of directors; (11) public
announcements; and (12) confidentiality.
Each party also agreed during the Interim Period not to solicit or enter into
any inquiry, proposal or offer, or any indication of interest in making an offer
or proposal for an alternative competing transactions, to notify the others as
promptly as practicable in writing of the receipt of any inquiries, proposals or
offers, requests for information or requests relating to an alternative
competing transaction or any requests for non-public information relating to
such transaction, and to keep the others informed of the status of any such
inquiries, proposals, offers or requests for information. There are also certain
customary post-Closing covenants regarding (1) tax matters; (2) maintenance of
books and records; (3) indemnification of directors and officers; and (4) use of
trust account proceeds.
The Share Purchase Agreement and the consummation of the transactions
contemplated thereby require the approval of Energem's shareholders. Energem
agreed, as promptly as practicable after the effective date of the Share
Purchase Agreement, to prepare, with reasonable assistance from Graphjet, and
file with the U.S. Securities and Exchange Commission (the "SEC"), a
registration statement on Form F-4 (as amended, the "Registration Statement") in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act") of the Energem Class A ordinary shares to be issued to
the Selling Shareholders as Transaction Consideration, and containing a proxy
statement/prospectus for the purpose of soliciting proxies from the shareholders
of Energem. The solicitation of proxies is required to obtain Energem's
shareholders approval of the Share Purchase Agreement and the consummation of
the transactions contemplated thereby (collectively, the "Energem Shareholder
Approval Matters"), at a special meeting of Energem's shareholders (the "Energem
Special Meeting"), and providing such shareholders an opportunity to participate
in the Redemption.
The parties also agreed to take all necessary action, so that effective at the
Closing, 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 prior to the Closing. At
least three (3) of the designees to the Post-Closing Board of Directors shall be
independent directors in accordance with Nasdaq requirements. At or prior to
Closing, Energem will provide each member of the Post-Closing Board with a
customary director indemnification agreement, in form and substance reasonably
acceptable to Energem, Graphjet and such director. The parties also agreed to
take all action necessary, including causing Energem's executive officers to
resign, so that the individuals serving as the chief executive officer and chief
financial officer, respectively, of Energem immediately after the Closing will
be the same individuals as that of Graphjet immediately prior to the Closing.
During the Interim Period, Energem may, but is not required to, seek to enter
into and consummate subscription agreements with investors relating to a private
. . .
Item 7.01. Regulation FD Disclosure.
On August 1, 2022, Energem issued a press release announcing the execution of
the Share Purchase Agreement. The press release is attached hereto as Exhibit
99.1 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1, is being furnished
and will not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject
to the liabilities of that section, nor will it be deemed to be incorporated by
reference in any filing under the Securities Act or the Exchange Act.
Additional Information and Where to Find It
As discussed above, Energem intends to file the Prospectus and Proxy Statement
with the SEC, which Prospectus and Proxy Statement will be delivered to its
shareholders once definitive. This document does not contain all the information
that should be considered concerning the Business Combination and the other
Shareholder Approval Matters and is not intended to form the basis of any
investment decision or any other decision in respect of the Business Combination
and the other Shareholder Approval Matters. Energem's shareholders and other
interested persons are advised to read, when available, the Prospectus and Proxy
Statement and the amendments thereto and other documents filed in connection
with the Business Combination and other Shareholder Approval Matters, as these
materials will contain important information about Energem, Graphjet, the
Business Combination and the other Shareholder Approval Matters. When available,
the Prospectus and Proxy Statement and other relevant materials for the Business
Combination and other Shareholder Approval Matters will be mailed to
shareholders of Energem as of a record date to be established for voting on the
Business Combination and the other Shareholder Approval Matters. Shareholders
will also be able to obtain copies of the Prospectus and Proxy Statement and
other documents filed with the SEC, without charge, once available, at the SEC's
website at www.sec.gov, or by directing a request to: Energem Corp., Level 3,
Tower 11, Avenue 5, No. 8, Jalan Kerinchi, Bangsar South Wilayah Persekutuan
Kuala Lumpur, Malaysia.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and is not
intended to and shall not constitute a proxy statement or the solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the Business Combination or PIPE Financing and is not intended to and shall not
constitute an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy or subscribe for any securities or a
solicitation of any vote of approval, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Participants in Solicitation
Energem and its directors and executive officers may be deemed participants in
the solicitation of proxies from Energem's shareholders with respect to the
Business Combination and related matters. A list of the names of those directors
and executive officers and a description of their interests in Energem is
contained in Energem's definitive Registration Statement on Form S-1, as filed
on November 17, 2021, File No. 333-259443, which was filed with the SEC and is
available free of charge at the SEC's web site at www.sec.gov, or by directing a
request to Energem Corp., Level 3, Tower 11, Avenue 5, No. 8, Jalan Kerinchi,
Bangsar South Wilayah Persekutuan Kuala Lumpur, Malaysia. Additional information
regarding the interests of such participants will be contained in the Prospectus
and Proxy Statement when available.
The Target and its directors, managers, and executive officers may also be
deemed to be participants in the solicitation of proxies from Energem's
shareholders in connection with the Business Combination and related matters. A
list of the names of such parties and information regarding their interests in
the Business Combination and related matters will be included in the Prospectus
and Proxy Statement when available.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, statements about future financial and operating
results, our plans, objectives, expectations and intentions with respect to
future operations, products and services; and other statements identified by
words such as "will likely result," "are expected to," "will continue," "is
anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook"
or words of similar meaning. These forward-looking statements include, but are
not limited to, statements regarding Graphjet's industry and market sizes,
future opportunities for Energem and Graphjet, Energem and Graphjet's estimated
future results and the transactions contemplated by the Share Purchase
Agreement, including the implied enterprise value, the expected transaction and
ownership structure and the likelihood and ability of the parties to
successfully consummate the transactions contemplated by the Share Purchase
Agreement. Such forward-looking statements are based upon the current beliefs
and expectations of our management and are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many of
which are difficult to predict and generally beyond our control. Actual results
and the timing of events may differ materially from the results anticipated in
these forward-looking statements.
In addition to factors previously disclosed in Energem's reports filed with the
SEC and those identified elsewhere in this communication, the following factors,
among others, could cause actual results and the timing of events to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (i) the risk that the transactions contemplated by
the Share Purchase Agreement may not be completed in a timely manner or at all,
which may adversely affect the price of Energem's securities; (ii) the risk that
the transactions contemplated by the Share Purchase Agreement may not be
completed by Energem's Business Combination deadline and the potential failure
to obtain an extension of the Business Combination deadline if sought by
Energem; (iii) the failure to satisfy the conditions to the consummation of the
transactions contemplated by the Share Purchase Agreement, including the
adoption of the Share Purchase Agreement by the shareholders of Energem, the
satisfaction of the minimum cash amount following redemptions by Energem's
public shareholders and the receipt of certain governmental and regulatory
approvals; (iv) the lack of a track record for Graphjet to determine the
market's reaction to its technology; (v) the occurrence of any event, change or
other circumstance that could give rise to the termination of the Share Purchase
Agreement; (vi) the effect of the announcement or pendency of the transactions
contemplated by the Share Purchase Agreement on Graphjet's business
relationships, performance and business generally; (vii) risks that the
transactions contemplated by the Share Purchase Agreement disrupt current plans
and operations of Graphjet; (viii) the outcome of any legal proceedings that may
be instituted against Graphjet or Energem related to the Share Purchase
Agreement or the transactions contemplated thereby; (ix) the ability to maintain
the listing of Energem's securities on Nasdaq Global Market; (x) the price of
Energem's securities, including following the Closing, may be volatile due to a
variety of factors, including changes in the competitive and regulated
industries in which Graphjet operates, variations in performance across
competitors, changes in laws and regulations affecting Graphjet's business and
changes in the capital structure; (xi) the ability to implement business plans,
forecasts, and other expectations after the completion of the transactions
contemplated by the Share Purchase Agreement, and identify and realize
additional opportunities; (xii) the risk of downturns and the possibility of
rapid change in the highly competitive industry in which Graphjet operates, and
the risk of changes in applicable law, rules, regulations and regulatory
guidance that could adversely impact Graphjet's operations; (xiii) the risk that
Graphjet and its current and future collaborators are unable to successfully
develop and commercialize Graphjet's products or services, or experience
significant delays in doing so; (xiv) the risk that Graphjet may not achieve or
sustain profitability; (xv) the risk that Graphjet will need to raise additional
capital to execute its business plan, which may not be available on acceptable
terms or at all; and (xvi) the risk that Graphjet experiences difficulties in
managing its growth and expanding operations.
Actual results, performance or achievements may differ materially, and
potentially adversely, from any projections and forward-looking statements and
the assumptions on which those forward-looking statements are based. There can
be no assurance that the data contained herein is reflective of future
performance to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as projected
financial information and other information are based on estimates and
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 Share Purchase Agreement, dated as of August 1, 2022, by and among
Energem Corp., Mr. Swee Guan Hoo, in his capacity as Purchaser
Representative, Graphjet Technology Sdn. Bhd., and the Selling
Shareholders.
2.2* Form of Registration Rights Agreement
2.3* New Incentive Equity Plan
2.4* Form of Executive Employment Agreement
2.5* Form of Indemnification Agreement
99.1 Press Release dated August 1, 2022
104 Cover Page Interactive Data File (Embedded within the Inline XBRL
document and included in Exhibit)
* Affixed as exhibits to the Share Purchase Agreement
** Certain of the exhibits and schedules to this exhibit have been
omitted in accordance with Regulation S-K Item 601(b)(2). Energem
agrees to furnish supplementally a copy of all omitted exhibits and
schedules to the SEC upon its request.
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