Item 1.01. Entry into a Material Definitive Agreement.
Amendment of Trust Agreement
The information contained in Item 8.01 of the Company's Current Report on Form
425 filed with the SEC on November 14, 2022, is incorporated herein by
reference.
On November 18, 2021, Energem Corp. (the "Company"), consummated its initial
public offering (the "IPO"). In connection therewith, the Company entered into
an Investment Management Trust Agreement, dated November 18, 2021, by and
between the Company and Continental Stock Transfer & Trust Company, as trustee
("Continental") (the "Trust Agreement"). A form of the Trust Agreement was
initially filed as an exhibit to the Company's Registration Statement on Form
S-1 (File No. 333-259443) in connection with the IPO.
On November 16, 2022, at 9:00 a.m. ET, the Company held an extraordinary general
meeting of its shareholders at its offices and online at
https://www.cstproxy.com/energemcorp/2022, pursuant to due notice (the
"Extraordinary General Meeting"). At the Extraordinary General Meeting, Company
shareholders entitled to vote at the Extraordinary General Meeting cast their
votes and approved the Trust Amendment Proposal, pursuant to which the Trust
Agreement was amended 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 November
18, 2022 to August 18, 2023.
Item 3.03. Material Modification to Rights of Security Holders.
Amendment of Articles of Association
As described in Item 5.03 below, the shareholders of the Company approved the
Second Amended and Restated Articles of Association of the Company at the
November 16, 2022, Extraordinary General Meeting, and the Company will
subsequently file the Second Amended and Restated Articles of Association with
the Cayman Islands Registrar of Companies.
Item 5.03. Articles of Incorporation or Bylaws.
The shareholders of the Company approved the Second Amended and Restated
Articles of Association of the Company at the November 16, 2022, Extraordinary
General Meeting, giving the Company the right to extend the date by which the
Company must (i) consummate a merger, capital share exchange, asset acquisition,
share 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 IPO that closed on November 18, 2021 from
November 18, 2022 (the "Termination Date") by up to nine (9) one-month
extensions to August 18, 2023 (the "Extension Amendment Proposal").
Following receipt of shareholder approval of the Extension Amendment Proposal,
the Company will file the Second Amended and Restated Articles of Association
with the Cayman Islands Registrar of Companies. The full text of the Second
Amended and Restated Articles of Association is included as Exhibit 3.1 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 16, 2022, at 9:00 a.m. ET, the Company held an Extraordinary General
Meeting of its shareholders at https://www.cstproxy.com/energemcorp/2022,
pursuant to due notice. On the record date of October 14, 2022, the Company had
14,903,075 shares entitled to vote at the Extraordinary General Meeting. At the
Extraordinary General Meeting, holders of the Company's ordinary shares (the
"Shareholders") voted on two of the three proposals presented, each as described
in the proxy statement/prospectus dated October 17, 2022, as amended, and cast
their votes as described below:
Proposal 1 - Extension Amendment Proposal
The Shareholders approved the Extension Amendment Proposal, by a 67.351%
approval vote, giving the Company the right to extend the date by which the
Company must (i) consummate a merger, capital share exchange, asset acquisition,
share 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 IPO that closed on November 18, 2021 from
November 18, 2022 (the "Termination Date") by up to nine (9) one-month
extensions to August 18, 2023. The following is a tabulation of the voting
results:
Energem Corp. Ordinary Shares:
Votes For Votes Against Abstentions
10,037,395 2,073,061 6,052
Proposal 2 - Trust Amendment Proposal
The Shareholders approved the Trust Amendment Proposal, by a 67.351% approval
vote, pursuant to which the Trust Agreement (by and between the Company and
Continental was amended to extend the date on which Continental must liquidate
the Trust Account established in connection with the IPO if the Company has not
completed its initial business combination, from November 18, 2022 to no later
than August 18, 2023. The following is a tabulation of the voting results:
Energem Corp. Ordinary Shares:
Votes For Votes Against Abstentions
10,037,395 2,073,061 6,052
Item 8.01. Other Events.
Redemption of Shares
In connection with the voting on the Extension Amendment Proposal and the Trust
Amendment Proposal at the Extraordinary General Meeting, holders of 9,604,519
shares of Class A ordinary shares exercised their right to redeem those shares
for cash at an approximate price of $10.21 per share, for an aggregate of
approximately $98,062,138.99. Following the payment of the redemptions, the
Trust Account had a balance of approximately $19,360,390.01.
Deposit of Extension Funds
In connection with approval of the Extension Amendment Proposal and the Trust
Amendment Proposal, the Company caused $0.045 per outstanding share of the
Company's Class A ordinary shares, giving effect to the redemptions disclosed
above, or approximately $85,296.45 for the remaining 1,895,481 Class A ordinary
shares to be deposited in the Trust Account in connection with the exercise of
the first monthly extension of the Extended Date on November 17, 2022 in advance
of the November 18, 2022 due date.
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
assumptions that are inherently subject to various significant risks,
uncertainties and other factors, many of which are beyond our control. All
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Second Amended and Restated Articles of Association
10.1 First Amendment to Investment Management Trust Agreement
104 Cover Page Interactive Data File (Embedded within the Inline XBRL
document and included in Exhibit).
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