UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 20, 2024
Energem
Corp.
(Exact
name of registrant as specified in its charter)
Cayman
Islands
(State
or other jurisdiction of incorporation)
| 001-41070 |
|
N/A |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
Level
3, Tower 11, Avenue 5, No. 8,
Jalan
Kerinchi, Bangsar South
Wilayah
Persekutuan Kuala Lumpur, Malaysia 59200
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code +(60) 3270 47622
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| |
☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Units,
each consisting of one Class A ordinary share, par value $0.0001 per share, and one redeemable warrant |
|
ENCPU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares included as part of the units |
|
ENCP |
|
The
Nasdaq Stock Market LLC |
| Redeemable
warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
ENCPW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01 Other Events.
On
February 20, 2024, Energem Corp. issued a press release announcing that it is postponing its extraordinary general meeting of shareholders
(“Meeting”) from its scheduled time of 8:30 a.m. Eastern Time on February 23, 2024 to 8:30 a.m. Eastern Time on February
28, 2024. The record date for the Meeting remains January 18, 2024. To exercise redemption rights, holders must tender their share certificates
to Continental Stock Transfer & Trust Company, Energem’s transfer agent, no later than two (2) business days prior to the Meeting,
which deadline is now February 26, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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:
February 20, 2024 |
By: |
/s/
Swee Guan Hoo |
| |
Name:
|
Swee
Guan Hoo |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Energem
Corp Announces Postponement of Extraordinary General Meeting of Shareholders
Shareholder
Meeting of Energem Corp to Approve Business Combination
Scheduled
for February 28, 2024
Shareholders
of Record as of January 18, 2024, are Eligible to Vote at Meeting
Kuala
Lumpur – February 20, 2024 – Energem Corp (“Energem”) (Nasdaq: ENCP, ENCPW), a publicly-traded special purpose
acquisition company, today announced that its extraordinary general meeting of shareholders (“Meeting”) will be postponed
from its scheduled time of 8:30 a.m. Eastern Time on February 23, 2024 to 8:30 a.m. Eastern Time on February 28, 2024. The Meeting can
still be accessed virtually by visiting the following website: https://www.cstproxy.com/energemcorp/bc2024 with Conference ID:
3721562#. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Meeting.
The
record date for the Meeting remains January 18, 2024. To exercise redemption rights, holders must tender their share certificates to
Continental Stock Transfer & Trust Company, Energem’s transfer agent, no later than two (2) business days prior to the Meeting,
which deadline is now February 26, 2024.
Shareholders
who have previously submitted their proxies or otherwise voted and who do not want to change their vote need not take any action. Shareholders
as of the record date can vote, even if they have subsequently sold their shares. Any shareholders who wish to change their vote and
need assistance should contact Continental Share Transfer & Trust Company at 917-262-2373, or email proxy@continentalshare.com.
Shareholders who wish to withdraw their previously submitted redemption requests may do so prior to the rescheduled meeting by requesting
that the transfer agent return such public shares prior to 8:30 a.m. Eastern Time on February 23, 2024.
About
Energem Corp
Energem
Corp. is a blank check company formed for the purposes of effecting a merger, capital share exchange, asset acquisition, share purchase,
reorganization, or similar business combination with one or more energy and/or sustainable natural resource companies. In November 2021,
Energem consummated an initial public offering of 11.5 million units (reflecting the underwriters’ full exercise of their over-allotment
option), each unit consists of one Class A ordinary share and one redeemable warrant, each warrant entitles the holder to purchase one
Class A ordinary share at a price of $11.50 per share.
Participants
in the Solicitation
The
Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from
the Company’s shareholders in respect of the Special Meeting and the Extension Amendment Proposal and related matters. Information
regarding the Company’s directors and executive officers is available in Company’s Definitive Proxy Statement on Schedule
14A filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on February 7, 2024 (the “Proxy
Statement”). Additional information regarding the participants in the proxy solicitation and a description of their direct and
indirect interests are contained in the Proxy Statement.
Non-Solicitation
This
press release is for informational purposes only and relates to a proposed business combination between Graphjet and Energem Corp and
is not intended and does not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer or invitation for
the sale or purchase of the securities, assets or the business of Energem Corp or Graphjet, nor shall there be any sale of any such securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus
meeting the requirements of the Securities Act of 1933, as amended.
Contact
Energem
Corp
Level
3, Tower 11, Avenue 5, No. 8
Jalan
Kerinchi, Bangsar South Wilayah Persekutuan
Kuala
Lumpur, Malaysia
Attn:
Mr. Swee Guan Hoo
Chief
Executive Officer
Tel:
+ (60) 3270 47622
Source:
Energem Corp
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