[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I-FINANCIAL%20INFORMATION) This section details Graphjet Technology's unaudited condensed consolidated financial statements and management's analysis of its financial condition and operations [Item 1. Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents Graphjet Technology's unaudited condensed consolidated financial statements, reflecting increased net loss and operating expenses, and a strengthened cash position from financing activities [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2024, total assets increased to **$8.5 million** while total liabilities grew to **$14.0 million**, widening the shareholders' deficit to **$5.5 million** Condensed Consolidated Balance Sheet Data (in thousands) | Account | March 31, 2024 (unaudited) | September 30, 2023 (audited) | | :--- | :--- | :--- | | **Total Current Assets** | $1,638 | $435 | | **Total Assets** | $8,513 | $6,264 | | **Total Current Liabilities** | $2,016 | $859 | | **Total Liabilities** | $14,043 | $8,847 | | **Total Shareholders' Deficit** | $(5,530) | $(2,583) | - A significant new liability of **$10.15 million** for an accrued bonus was recorded as of March 31, 2024, contributing to the increase in total liabilities[9](index=9&type=chunk) [Unaudited Condensed Consolidated Statements Of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20Of%20Operations) The company reported a substantial increase in net loss for the three and six-month periods ended March 31, 2024, primarily due to a sharp rise in general and administrative expenses with no revenue generated Condensed Consolidated Statements of Operations (in thousands) | Period | Ended March 31, 2024 | Ended March 31, 2023 | | :--- | :--- | :--- | | **Three Months** | | | | General and administrative expenses | $11,588 | $660 | | Net loss | $(11,594) | $(666) | | **Six Months** | | | | General and administrative expenses | $12,006 | $984 | | Net loss | $(12,018) | $(996) | Loss Per Share | Period | Ended March 31, 2024 | Ended March 31, 2023 | | :--- | :--- | :--- | | **Three Months (Basic & Diluted)** | $(0.40) | $(0.27) | | **Six Months (Basic & Diluted)** | $(0.77) | $(0.40) | [Unaudited Condensed Consolidated Statements Of Cash Flows](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20Of%20Cash%20Flows) Net cash used in operating activities significantly increased to **$3.3 million** for the six months ended March 31, 2024, offset by **$5.7 million** from financing activities, resulting in an increase in cash and cash equivalents Summary of Cash Flows (in thousands) | Six-month period ended March 31, | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(3,296) | $(222) | | Net cash used in investing activities | $(1,264) | $0 | | Net cash provided by financing activities | $5,705 | $0 | | **Net change in cash and cash equivalents** | **$1,145** | **$(222)** | - Financing activities included **$6.26 million** in proceeds from the issuance of shares, which was the primary source of cash for the period[20](index=20&type=chunk) [Notes To Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20To%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's business, reverse recapitalization, significant accounting policies, going concern uncertainty, intangible assets, related party transactions, and future commitments - The company completed a business combination with Energem Corp. on March 14, 2024, accounted for as a reverse recapitalization with Graphjet treated as the accounting acquirer[26](index=26&type=chunk)[27](index=27&type=chunk) - Management has identified a material uncertainty that casts substantial doubt on the company's ability to continue as a going concern, dependent on achieving profitability and receiving continued financial support from shareholders[28](index=28&type=chunk) - The company owns patents for producing graphite and graphene from palm kernel shells, which are being amortized over a 15-year useful life, with a net carrying amount of **$5.6 million** as of March 31, 2024[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk) - On February 29, 2024, the Board approved a bonus of **$13.8 million** to senior management for the successful business combination, with **$10.15 million** accrued as of March 31, 2024[57](index=57&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's pre-revenue status, significant increase in general and administrative expenses leading to a larger net loss, and reliance on equity financing with substantial doubt about its going concern ability - The company has not yet had any sales of its products and is currently in the process of sampling its products to multinational companies for market acceptance[86](index=86&type=chunk) Results of Operations Comparison (in thousands) | Period | General & Admin Expense (2024) | General & Admin Expense (2023) | Net Loss (2024) | Net Loss (2023) | | :--- | :--- | :--- | :--- | :--- | | **Three Months Ended Mar 31** | $11,588 | $660 | $(11,594) | $(666) | | **Six Months Ended Mar 31** | $12,006 | $984 | $(12,018) | $(996) | - The increase in G&A expenses and net loss is primarily attributed to higher staff costs (including a provision for gratitude/bonus), marketing events, audit fees, consulting, and legal fees[98](index=98&type=chunk)[102](index=102&type=chunk) - The company's auditor has expressed substantial doubt about its ability to continue as a going concern due to its financial history of net losses, with future operations dependent on obtaining additional financing[116](index=116&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that as of March 31, 2024, it was not subject to any material market or interest rate risk - As of March 31, 2024, the company was not subject to any market or interest rate risk[143](index=143&type=chunk) [Item 4. Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2024, due to a material weakness in accounting resources and separation of financial responsibilities - Management's evaluation concluded that the company's disclosure controls and procedures were not effective as of the end of the reporting period[146](index=146&type=chunk) - A material weakness was identified relating to the lack of sufficient accounting resources to identify and resolve complex accounting issues and adequately separate financial responsibilities[146](index=146&type=chunk) [PART II - OTHER INFORMATION](index=34&type=section&id=PART%20II-OTHER%20INFORMATION) This section provides other information including legal proceedings, risk factors, equity sales, and a list of exhibits [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not a party to any material legal proceedings - The company is not currently involved in any material legal proceedings[150](index=150&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) The company states there have been no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K filed on April 22, 2024 - There have been no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K filed with the SEC on April 22, 2024[151](index=151&type=chunk) [Item 2. Unregistered Sales of Equity Securities, and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20and%20Use%20of%20Proceeds) This section details the company's Initial Public Offering and a private placement of units, which collectively generated significant gross proceeds, with no material changes to the planned use of funds - The company completed its Initial Public Offering on November 16, 2021, generating gross proceeds of **$100 million**, with an additional **$15 million** from an over-allotment option exercise[159](index=159&type=chunk)[154](index=154&type=chunk) - A private placement of units to the Sponsor generated total gross proceeds of **$5,280,750**[153](index=153&type=chunk)[154](index=154&type=chunk) [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section provides a list of exhibits filed as part of the Form 10-Q, including the Share Purchase Agreement, articles of association, warrant agreements, and various employment and incentive plan documents - A comprehensive list of exhibits filed with the report is provided, including key corporate and contractual documents[161](index=161&type=chunk)[162](index=162&type=chunk)

PART I [Business](index=10&type=section&id=Item%201.%20Business) Graphjet Technology produces artificial graphene and graphite from renewable palm kernel shells using a patented, low-cost process and plans a major manufacturing facility in Malaysia - The company owns a patented technology to manufacture artificial graphene and graphite from renewable palm kernel shells, positioning itself as a **low-cost, high-quality producer**[36](index=36&type=chunk)[37](index=37&type=chunk)[39](index=39&type=chunk) Product Cost and Pricing Advantage | Product | Graphjet's Production Cost/Price | Traditional Market Price | Savings | | :--- | :--- | :--- | :--- | | Graphite | Approx. $4,500 per ton | $8,000 - $20,000 per ton | Significant | | Graphene | $15 per gram | $167 - $450 per gram | Over 80% | - Graphjet has a supply agreement with Toyoda Trike Inc to provide **$30 million worth of graphite and graphene annually**, though no revenue was generated in 2023 due to export issues[41](index=41&type=chunk)[57](index=57&type=chunk) - The company plans to build its first manufacturing plant in Kuantan, Malaysia, with a projected annual capacity of **10,000 tons of graphite** and **60 tons of graphene**[58](index=58&type=chunk)[75](index=75&type=chunk) [Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from its limited operating history, reliance on new technology, substantial capital needs, and a "going concern" warning from its auditor [Risks Related to Business and Industry](index=17&type=section&id=Risks%20Related%20to%20Graphjet%20Technology's%20Business%20and%20Industry) Key business risks include a limited operating history, a "going concern" warning due to a working capital deficit, and dependence on the palm oil industry - The company has a **limited operating history** since its formation in 2019, making it difficult to evaluate its business and future prospects[80](index=80&type=chunk) - The independent registered public accounting firm's report expresses **substantial doubt about the company's ability to continue as a "going concern"** due to a working capital deficit of **$2,007,327** and cash of only **$5,503** as of December 31, 2023[82](index=82&type=chunk) - The business is dependent on the palm oil industry for its raw material, palm kernel shells, and any disruption could materially affect operations[126](index=126&type=chunk) - The company has **not yet generated any sales** and its projections are subject to significant uncertainty, having produced no revenue in 2023 from its supply agreement with Toyoda Trike[111](index=111&type=chunk) [Risks Related to Intellectual Property](index=28&type=section&id=Risks%20Related%20to%20Intellectual%20Property) The company's success depends on protecting its intellectual property, facing risks from unauthorized technology use and uncertainty over its pending graphene patent - The company relies on patents, trade secrets, and contractual agreements to protect its technology, but these measures may not be sufficient[132](index=132&type=chunk) - There is **no certainty that the company's pending patent application** for its process of producing palm-based graphene will be approved[134](index=134&type=chunk)[135](index=135&type=chunk) [Risks Related to the Regulatory Environment](index=30&type=section&id=Risks%20Related%20to%20the%20Regulatory%20Environment%20in%20Which%20We%20Operate) Operations are subject to complex Malaysian environmental regulations and international risks including import/export controls and political instability - Compliance with numerous health, safety, and environmental laws in Malaysia is **complex and costly**, and failure to comply could result in significant liabilities[145](index=145&type=chunk) - The business is subject to import and export control laws, which could impair its ability to compete in international markets[147](index=147&type=chunk) [Risks Related to Organization and Structure](index=31&type=section&id=Risks%20Related%20to%20Our%20Organization%20and%20Structure) As a newly public entity, the company faces risks from increased compliance costs and management's limited experience operating a U.S-listed company - The management team has **limited experience managing a U.S.-listed public company**, which could pose challenges in navigating regulatory oversight[149](index=149&type=chunk)[153](index=153&type=chunk) - The company qualifies as an **"emerging growth company"** under the JOBS Act, allowing it to take advantage of reduced reporting requirements[154](index=154&type=chunk) [Risks Related to Ownership of Securities](index=35&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Securities) Investment risks include potential share price volatility, lack of an active trading market, possible delisting from Nasdaq, and future shareholder dilution - An **active trading market for the company's securities may not develop** or be sustained, which would adversely affect liquidity and price[162](index=162&type=chunk) - The company's share price is likely to be volatile, and **failure to meet Nasdaq's continued listing requirements could result in delisting**[163](index=163&type=chunk)[166](index=166&type=chunk) - Shareholders may experience **future dilution** due to equity issuances for acquisitions, capital raising, or employee compensation plans[172](index=172&type=chunk) [Unresolved Staff Comments](index=41&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - Not applicable[194](index=194&type=chunk) [Cybersecurity](index=41&type=section&id=Item%201C.%20Cybersecurity) The company is establishing its cybersecurity framework post-merger, with oversight from the Audit Committee, and has experienced no material incidents to date - The company is currently developing its cybersecurity risk management strategy post-merger and is engaging with external experts for evaluation[196](index=196&type=chunk)[197](index=197&type=chunk) - The Board of Directors' **Audit Committee has primary responsibility for overseeing cybersecurity risks**[200](index=200&type=chunk) - To date, the company has **not experienced any cybersecurity challenges** that have materially impaired its operations or financial standing[198](index=198&type=chunk) [Properties](index=42&type=section&id=Item%202.%20Properties) The company leases its executive offices and is constructing a $400 million manufacturing facility in Kuantan, Malaysia, expected to begin production in Q1 2025 - The company plans to construct a manufacturing facility on 20 acres of land in Kuantan, Pahang State, Malaysia, at an estimated cost of **$400 million**[205](index=205&type=chunk) - The new facility is designed to produce **10,000 tons of graphite** and **60 tons of graphene** annually, with first production expected in **Q1 2025**[205](index=205&type=chunk) [Legal Proceedings](index=42&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings - Management believes there are **currently no pending claims or actions** against the company that would have a material adverse effect on its results[206](index=206&type=chunk) [Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business - Not Applicable[207](index=207&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=43&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's shares trade on Nasdaq under "GTI," it does not plan to pay dividends, and it has approved an equity incentive plan Securities Trading Information | Security | Trading Symbol | Exchange | | :--- | :--- | :--- | | Class A ordinary shares | GTI | Nasdaq Global Market | | Public Warrants | GTIWW | OTC | - The company has **never paid cash dividends** on its Class A ordinary shares and has no current plans to do so[210](index=210&type=chunk) - The 2023 Omnibus Equity Incentive Plan was approved, reserving **13,800,000 Class A ordinary shares** for future issuance[211](index=211&type=chunk) [[Reserved]](index=44&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=44&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section presents the pre-merger financial results of Energem Corp, a SPAC with no operations, highlighting a net loss in 2023 and a going concern warning - The financial information presented is that of Energem Corp **prior to the business combination** and does not reflect the operations of Graphjet[219](index=219&type=chunk)[220](index=220&type=chunk) Results of Operations (Pre-Merger SPAC) | Metric | For the year ended Dec 31, 2023 | For the year ended Dec 31, 2022 | | :--- | :--- | :--- | | Formation and Operating Costs | $904,790 | $1,294,712 | | Interest Earned on Trust Account | $858,423 | $1,348,596 | | **Net Income (Loss)** | **($46,367)** | **$53,884** | - As of December 31, 2023, the company had a working capital deficit of **$2,007,327** and cash of **$5,503**, raising substantial doubt about its ability to continue as a going concern[226](index=226&type=chunk)[227](index=227&type=chunk) - The underwriter is entitled to a deferred commission of **$4,025,000**, which became payable upon the completion of the Business Combination[234](index=234&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company reports no material exposure to interest rate risk as its funds were held in short-term U.S. government treasury securities - The company's exposure to market risk is considered **minimal** as proceeds from the IPO were invested in U.S. government treasury bills[241](index=241&type=chunk) [Financial Statements and Supplementary Data](index=47&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates by reference the company's audited financial statements and supplementary data included at the end of the report - This item refers to the audited financial statements of Energem Corp for the years ended December 31, 2023 and 2022, which are included from page F-1 onwards[242](index=242&type=chunk)[376](index=376&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=47&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None reported[243](index=243&type=chunk) [Controls and Procedures](index=47&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls were not effective as of year-end 2023 due to a material weakness in internal control over financial reporting - Management determined that the company's disclosure controls and procedures were **not effective** as of December 31, 2023[244](index=244&type=chunk) - A **material weakness** was identified in internal controls due to inadequate segregation of duties, limited personnel, and insufficient written policies[247](index=247&type=chunk) - The company plans to implement remediation steps, including enhancing the board's composition and potentially hiring additional staff[248](index=248&type=chunk) [Other Information](index=48&type=section&id=Item%209B.%20Other%20Information) The company reports no other information under this item - None[251](index=251&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=48&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[252](index=252&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=49&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details the post-merger board and management, which includes a majority of independent directors and established audit, remuneration, and nominating committees Executive Officers and Directors | Name | Position | | :--- | :--- | | Aiden Lee Ping Wei | Chief Executive Officer and Executive Director | | Boh Woan Yun | Senior Finance Manager | | Lim Seh Jiang | General Manager | | Liu Yu | Head of Research and Chief Scientific Officer | | Aw Jeen Rong | Executive Director | | Hoo Swee Guan | Executive Director | | Wong Kok Seong | Independent Director | | Ng Keok Chai | Independent Director | | Doris Wong Sing Ee | Independent Director | | Ng Ah Lek | Independent Director | - The Board of Directors is divided into **three staggered classes** (Class I, II, and III) with members serving three-year terms[273](index=273&type=chunk) - The company has established Audit, Remuneration, and Nominating and Corporate Governance committees, each composed of independent directors[278](index=278&type=chunk) [Executive Compensation](index=56&type=section&id=Item%2011.%20Executive%20Compensation) Post-merger, the company established new executive employment agreements with base salaries and adopted a new Equity Incentive Plan - Prior to the merger, Energem's Sponsor received **$10,000 per month** for administrative services, totaling **$120,000** for the year ended December 31, 2023[297](index=297&type=chunk)[298](index=298&type=chunk) Post-Merger Executive Base Salaries | Executive | Title | Annual Base Salary (USD) | | :--- | :--- | :--- | | Aiden Lee Ping Wei | Chief Executive Officer | $250,000 | | Aw Jeen Rong | Executive Director | $125,000 | | Liu Yu | Head of Research and Chief Scientific Officer | $93,750 | | Hoo Swee Guan | Executive Director | $62,500 | | Lim Seh Jiang | General Manager | $31,250 | | Boh Woan Yun | Senior Finance Manager | $12,500 | - The company adopted the Equity Incentive Plan, which reserves **13,800,000 Class A Ordinary Shares** for future equity awards[310](index=310&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=62&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details the beneficial ownership of the company's shares, listing all directors, officers, and owners with stakes greater than 5% Beneficial Ownership (as of April 18, 2024) | Name of Beneficial Owner | Number of Shares | % of Class | | :--- | :--- | :--- | | Liu Yu | 35,195,150 | 25.55% | | Suria Suskes Engineering Sdn Bhd | 27,550,000 | 19.0% | | Lim Hooi Beng | 19,973,612 | 14.5% | | Aiden Lee Ping Wei | 8,884,850 | 6.14% | | Aw Jeen Rong | 8,609,306 | 5.9% | [Certain Relationships and Related Transactions, and Director Independence](index=63&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section discloses pre-merger related party transactions, including founder share purchases and working capital loans provided by Energem's Sponsor - Energem's Sponsor purchased **2,875,000 founder shares for $25,000** and **528,075 placement units for $10.00 per unit**[340](index=340&type=chunk)[342](index=342&type=chunk) - The Sponsor provided loans to Energem, and as of Dec 31, 2023, the outstanding balance under the Working Capital Loan and Extension Agreement was **$1,396,037**[354](index=354&type=chunk) - Post-business combination, the company has adopted a written policy for reviewing and approving related party transactions exceeding **$120,000**[361](index=361&type=chunk) [Principal Accountant Fees and Services](index=67&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section details fees paid to the independent accounting firm Adeptus Partners LLC for audit services in fiscal years 2023 and 2022 Accountant Fees (Adeptus Partners LLC) | Fee Type | FY 2023 | FY 2022 | | :--- | :--- | :--- | | Audit Fees | $62,500 | $94,500 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | - The audit committee's policy is to **pre-approve all audit and permissible non-audit services** provided by the independent registered public accounting firm[372](index=372&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=68&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including key corporate and operational agreements, and incorporates financial statements by reference - This item lists all exhibits filed with the annual report, including the Share Purchase Agreement, Warrant Agreement, Equity Incentive Plan, and various employment agreements[380](index=380&type=chunk)[381](index=381&type=chunk) [Form 10-K Summary](index=93&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company indicates that no summary is provided under this item - None[509](index=509&type=chunk)

Graphjet, utilizing its proven, commercial and patented technologies to sustainably produce graphite from agricultural waste, becomes the leading source of graphite and graphene for the U.S. market Graphjet's vertically integrated environmentally friendly solution provides up to an 83% reduction in carbon footprint and up to an 80% reduction in cost compared to traditional processes Graphjet is well positioned for growth, with a new facility beginning production in Q2 2024, to support a $30 million offtake ...

Graphjet Technology expects to commission new facility by the end of Q2 2024, with revenues and production expected in 2024 Facility expected to transform 9,000 tonnes of agriculture waste annually to up to 3,000 tonnes of graphite per year To meet growing demand for graphite following China's decision to restrict graphite exports, Graphjet is poised to become a leading supplier of this strategic material Kuala Lumpur, Malaysia, March 04, 2024 (GLOBE NEWSWIRE) -- Graphjet Technology ("Graphjet" or "the Com ...

~ Shareholders of Energem Corp. Approve Business Combination on February 28, 2024 ~ ~ Upon Closing, the Combined Company is Expected to Trade on Nasdaq Under the Ticker "GTI" ~  Kuala Lumpur, Feb. 28, 2024 (GLOBE NEWSWIRE) -- Energem Corp. ("Energem") (NASDAQ:ENCP, ENCPW))), a publicly-traded special purpose acquisition company, today announced that its shareholders voted to approve the previously announced business combination with Graphjet Technology Sdn. Bhd., a Malaysian private limited company ("Graphj ...

Shareholder Meeting of Energem Corp to Approve Business Combination Scheduled for February 23, 2024 Shareholders of Record as of January 18, 2024, are Eligible to Vote at Special Meeting Upon Closing, the Combined Company is Expected to Trade on Nasdaq Under the Ticker "GTI" Kuala Lumpur, Feb. 05, 2024 (GLOBE NEWSWIRE) -- Graphjet Technology Sdn. Bhd., a Malaysian private limited company ("Graphjet") and Energem Corp ("Energem") (NASDAQ:ENCP, ENCPW))), a publicly-traded special purpose acquisition company, ...

PART I [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents Energem Corp.'s unaudited financial statements, detailing balance sheets, operations, and cash flows, highlighting net income and a widening shareholders' deficit [Balance Sheets](index=4&type=section&id=Balance%20Sheets) Total assets decreased to **$13.8 million** due to redemptions, liabilities increased, and shareholders' deficit widened to **$(6.0) million** Balance Sheet Summary (Unaudited) | Metric | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$13,766,895** | **$19,897,384** | | Cash and marketable securities in trust | $13,613,146 | $19,535,946 | | **Total Liabilities** | **$6,186,076** | **$5,110,331** | | Deferred Underwriting Commission | $4,025,000 | $4,025,000 | | **Total Shareholders' Deficit** | **$(6,032,327)** | **$(4,919,487)** | [Statements of Operations](index=5&type=section&id=Statements%20of%20Operations) Net income for the nine months ended September 30, 2023, increased to **$270,481**, driven by trust account interest, with **$0.08** basic and diluted net income per share Statements of Operations Highlights (Unaudited) | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Formation and Operating costs | $406,241 | $544,013 | | Interest earned on trust account | $676,722 | $696,180 | | **Net Income** | **$270,481** | **$152,167** | | **Basic and diluted net income per share** | **$0.08** | **$0.04** | [Statements of Cash Flows](index=7&type=section&id=Statements%20of%20Cash%20Flows) Net cash used in operations was **$295,402**, with significant cash movements from investing and financing activities driven by share redemptions - Significant cash movements were driven by share redemptions, with **$7.48 million** withdrawn from the trust account (investing activities) and paid out to shareholders (financing activities)[19](index=19&type=chunk) Cash Flow Summary (Unaudited) | Metric | Nine Months Ended Sep 30, 2023 | | :--- | :--- | | Net cash used in operating activities | $(295,402) | | Net cash provided by investing activities | $6,770,117 | | Net cash used in financing activities | $(6,435,560) | | **Net change in cash** | **$39,155** | [Notes to Unaudited Financial Statements](index=8&type=section&id=NOTES%20TO%20UNAUDITED%20FINANCIAL%20STATEMENTS) Details Energem Corp.'s status as a blank check company pursuing a business combination with Graphjet Technology, with an extended deadline to February 2024, highlighting share redemptions and going concern - The company is a blank check company formed to effect a business combination, with a focus on the oil, gas, and renewable energy sectors[21](index=21&type=chunk) - On August 1, 2022, the company entered into a Share Purchase Agreement to acquire Graphjet Technology Sdn. Bhd. for a consideration of approximately **$1.38 billion** in shares[37](index=37&type=chunk)[39](index=39&type=chunk) - The deadline to consummate a business combination has been extended to **February 18, 2024**, following shareholder meetings in November 2022 and August 2023. These extensions were accompanied by significant share redemptions, reducing the trust account balance to **$13.6 million**[41](index=41&type=chunk)[44](index=44&type=chunk)[47](index=47&type=chunk) - Management has determined that there is substantial doubt about the company's ability to continue as a going concern due to the requirement to liquidate if a business combination is not completed within the prescribed time[66](index=66&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses Energem's financial condition and operations as a blank check company, focusing on the Graphjet business combination, extended deadline, and liquidity challenges including a working capital deficit and reliance on sponsor loans - The company is a blank check company with no operations or revenue, focused on completing its initial business combination with Graphjet Technology[125](index=125&type=chunk)[129](index=129&type=chunk) - The deadline for completing a business combination was extended to **February 18, 2024**, requiring monthly deposits of **$0.045 per share** into the Trust Account[135](index=135&type=chunk)[136](index=136&type=chunk) Results of Operations Summary | Period | Net Income/(Loss) | Key Drivers | | :--- | :--- | :--- | | **Nine Months Ended Sep 30, 2023** | $270,481 | Interest income of $676,722 offset by operating costs of $406,241 | | **Nine Months Ended Sep 30, 2022** | $152,167 | Interest income of $696,180 offset by operating costs of $544,013 | - As of September 30, 2023, the company had a working capital deficit of **$2,007,327** and cash of **$86,944**. Management believes it may not have sufficient working capital to meet its needs for the next year[154](index=154&type=chunk)[155](index=155&type=chunk) - The company is reliant on loans from its Sponsor to fund operations and transaction costs, with **$334,557** outstanding under a Working Capital Loan as of September 30, 2023[158](index=158&type=chunk)[159](index=159&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company has minimal exposure to market or interest rate risk as Trust Account funds are invested in short-term U.S. government securities - The company has minimal exposure to market and interest rate risk as proceeds in the Trust Account are invested in short-term U.S. government securities with maturities of 185 days or less[166](index=166&type=chunk) [Controls and Procedures](index=30&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were effective as of September 30, 2023, with no material changes to internal control over financial reporting - Based on an evaluation as of September 30, 2023, the principal executive and financial officers concluded that the company's disclosure controls and procedures were effective[169](index=169&type=chunk) - There were no material changes to the company's internal control over financial reporting during the most recently completed fiscal quarter[170](index=170&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has no legal proceedings to report[173](index=173&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors from the previously filed Form 10-K have been reported - No material changes to risk factors from the previously filed Form 10-K have been reported[174](index=174&type=chunk) [Unregistered Sale of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sale%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities - The company reports none[175](index=175&type=chunk) [Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company reports none[176](index=176&type=chunk) [Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[177](index=177&type=chunk) [Other Information](index=31&type=section&id=Item%205.%20Other%20Information) The company reports no other information - The company reports none[178](index=178&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the Quarterly Report, including officer certifications and XBRL data files - Exhibits filed include certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Act Sections 302 and 906, as well as Inline XBRL documents[180](index=180&type=chunk)

PART I — FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Energem Corp. reported a **$193,375** net income for H1 2023, driven by trust account interest, despite a significant shareholders' deficit and going concern challenges [Balance Sheets](index=4&type=section&id=Balance%20Sheets) As of June 30, 2023, total assets were **$20.8 million**, primarily trust account holdings, with liabilities increasing and shareholders' deficit worsening | Financial Metric | June 30, 2023 (Unaudited) | December 31, 2022 (Audited) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $8,086 | $47,789 | | Cash and marketable securities held in trust | $20,670,271 | $19,535,946 | | **Total Assets** | **$20,793,913** | **$19,897,384** | | **Liabilities & Equity** | | | | Total Current Liabilities | $1,788,483 | $1,085,331 | | Total Liabilities | $5,813,483 | $5,110,331 | | Class A ordinary shares subject to possible redemption | $20,670,271 | $19,706,540 | | Total Shareholders' Deficit | ($5,689,841) | ($4,919,487) | [Statements of Operations](index=5&type=section&id=Statements%20of%20Operations) Net income reached **$210,137** for Q2 2023 and **$193,375** for H1 2023, driven by increased interest income from trust account securities | Period | Net Income (Loss) 2023 | Net Income (Loss) 2022 | | :--- | :--- | :--- | | Three Months Ended June 30 | $210,137 | ($12,989) | | Six Months Ended June 30 | $193,375 | ($72,389) | - The primary driver for the improved performance was the interest earned on marketable securities in the trust account, which rose to **$241,790 in Q2 2023** from **$157,620 in Q2 2022**[13](index=13&type=chunk) [Statements of Cash Flows](index=7&type=section&id=Statements%20of%20Cash%20Flows) Net cash used in operations was **$249,385** for H1 2023, offset by **$892,055** from financing, leaving an **$8,086** cash balance at period-end | Cash Flow Activity (Six Months Ended June 30) | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($249,385) | ($452,854) | | Net cash used in investing activities | ($682,373) | $0 | | Net cash provided by financing activities | $892,055 | $0 | | **Net change in cash** | **($39,703)** | **($452,854)** | | **Cash at the end of the period** | **$8,086** | **$262,873** | [Notes to Unaudited Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Financial%20Statements) Notes detail the company's blank check status, pending Graphjet Technology business combination, liquidity challenges, and going concern doubts - The Company is a blank check company formed to effect a business combination, with a focus on the oil, gas, and renewable energy sectors[22](index=22&type=chunk) - On August 1, 2022, the Company entered into a share purchase agreement to acquire Graphjet Technology Sdn. Bhd. for a consideration of approximately **$1.38 billion** in Energem Class A ordinary shares[38](index=38&type=chunk)[40](index=40&type=chunk) - The deadline to complete a business combination was extended from November 18, 2022, to August 18, 2023, through nine one-month extensions, requiring monthly deposits into the Trust Account[42](index=42&type=chunk)[43](index=43&type=chunk)[47](index=47&type=chunk) - Management has determined that there is substantial doubt about the Company's ability to continue as a going concern due to its limited time to consummate a business combination and potential lack of sufficient funds[59](index=59&type=chunk) - Subsequent to the quarter end, on August 10, 2023, shareholders approved a further extension of the business combination deadline to February 18, 2024. This resulted in the redemption of **678,549 Class A shares** for approximately **$7.4 million**[113](index=113&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, pending Graphjet Technology business combination, net income shift, and severe working capital deficit - The company is pursuing a business combination with Graphjet Technology, which converts palm kernel shells into graphene and graphite for products like EV batteries. The transaction values Graphjet at **$1.38 billion**[125](index=125&type=chunk)[126](index=126&type=chunk) - For the six months ended June 30, 2023, the company had a net income of **$193,375**, compared to a net loss of **$72,389** in the prior year period, with the improvement attributed to a significant increase in interest income from the trust account[142](index=142&type=chunk) - As of June 30, 2023, the company had only **$8,086** in cash and a working capital deficit of **$1,664,841**. Management believes it may not have sufficient working capital to meet its needs through the consummation of a Business Combination or for one year[146](index=146&type=chunk)[148](index=148&type=chunk) - The company is reliant on loans from its sponsor to fund working capital and transaction costs. As of June 30, 2023, **$209,682** was borrowed under a Working Capital Loan, and **$88,542** was outstanding under a promissory note[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market and interest rate risk exposure is immaterial, as Trust Account funds are invested in short-term U.S. government treasury bills - The company's exposure to market and interest rate risk is considered immaterial as proceeds in the Trust Account are invested in short-term U.S. government securities[160](index=160&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal controls during the quarter - Based on an evaluation as of June 30, 2023, the principal executive and financial officers concluded that the company's disclosure controls and procedures were effective[163](index=163&type=chunk) - There were no material changes to the company's internal control over financial reporting during the fiscal quarter ended June 30, 2023[164](index=164&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has no legal proceedings to report[166](index=166&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022 - No material changes to the risk factors disclosed in the Annual Report on Form 10-K have occurred as of the date of this quarterly report[167](index=167&type=chunk) [Item 2. Unregistered Sale of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sale%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities - The company had no unregistered sales of equity securities during the period[168](index=168&type=chunk) [Item 5. Other Information](index=29&type=section&id=Item%205.%20Other%20Information) The company reports no other information - There is no other information to report for the period[171](index=171&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and XBRL data files - The report includes certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act, along with Inline XBRL documents[173](index=173&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41070 ENERGEM CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of i ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to _____ Commission File Number: 001-41070 Energem Corp. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdictio ...