Graphjet Technology(GTI) - 2022 Q3 - Quarterly Report

PART I — FINANCIAL INFORMATION Item 1. Financial Statements Energem Corp. reported a net income of $152,167 for the nine months ended September 30, 2022, primarily from trust account interest, with total assets of $117.7 million and a $4.0 million shareholders' deficit Balance Sheets As of September 30, 2022, total assets were $117.7 million, primarily from $117.4 million in trust account securities, resulting in a $4.0 million shareholders' deficit Balance Sheet Summary (as of September 30, 2022) | Category | Amount (USD) | | :--- | :--- | | Assets | | | Current Assets (Cash & Prepaid) | $241,385 | | Cash and marketable securities held in trust | $117,422,529 | | Total Assets | $117,663,914 | | Liabilities & Shareholders' Deficit | | | Total Liabilities | $4,239,579 | | Class A ordinary shares subject to possible redemption | $117,422,529 | | Total shareholders' deficit | ($3,998,194) | | Total Liabilities and Shareholders' Deficit | $117,663,914 | Statement of Operations For the nine months ended September 30, 2022, the company reported a net income of $152,167, achieved through $696,180 in interest income offsetting $544,103 in costs, resulting in $0.04 net income per share Statement of Operations Summary (Nine Months Ended Sep 30, 2022) | Metric | Amount (USD) | | :--- | :--- | | Formation and Operating costs | $544,103 | | Loss from operation | ($544,103) | | Interest earned on marketable securities | $696,180 | | Net Income | $152,167 | | Basic and diluted net income per ordinary share | $0.04 | Statement of Changes in Shareholders' Deficit The company's shareholders' deficit increased from $(3,452,832) to $(3,998,194) by September 30, 2022, primarily due to re-measurement of ordinary shares, partially offset by net income - The total shareholders' deficit grew to approximately $4.0 million by the end of Q3 2022, up from $3.45 million at the start of the year[16] Statement of Cash Flows For the nine months ending September 30, 2022, net cash used in operating activities was $664,289, leading to a decrease in cash balance from $715,727 to $51,438 Cash Flow Summary (Nine Months Ended Sep 30, 2022) | Category | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | ($664,289) | | Net change in cash | ($664,289) | | Cash at the beginning of the period | $715,727 | | Cash at the end of the period | $51,438 | Notes to Unaudited Financial Statements Energem, a SPAC, raised $115 million in its November 2021 IPO, placing $116.7 million into a trust account, and has until November 2022 to complete a business combination, with a subsequent agreement to acquire Graphjet Technology for $1.38 billion - The company is a special purpose acquisition company (SPAC) targeting businesses in the oil and gas, renewable energy, and adjacent sectors[20] - The company has until November 18, 2022, to consummate a Business Combination, with an option to extend up to May 18, 2023, by depositing additional funds into the Trust Account[32] - On August 1, 2022, the Company entered into a share purchase agreement to acquire Graphjet Technology Sdn. Bhd. for an aggregate share consideration valued at $1.38 billion[85][88] - The Sponsor has provided a promissory note of up to $300,000 for offering-related costs, of which $88,542 was outstanding as of September 30, 2022[63] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management confirms the company is a blank check entity with no operations, focused on completing an initial business combination, reporting a net income of $152,167 for the nine months ended September 30, 2022, solely from trust account interest Overview The company is a blank check company formed in August 2021 to effect a business combination, acknowledging that additional share or debt issuance could dilute investors or introduce risks - The company is a blank check company formed for the purpose of effecting a business combination[93] - Management warns that issuing additional equity could significantly dilute investors, while incurring debt could lead to default, foreclosure, or restrictive covenants[94] Results of Operations The company has not engaged in operations or generated revenue, with activities limited to organizational tasks and target search, reporting a net income of $152,167 for the nine-month period ended September 30, 2022, from interest income offsetting costs Financial Summary (Nine Months Ended Sep 30, 2022) | Item | Amount (USD) | | :--- | :--- | | Interest Earned | $696,180 | | Formation and Operating Costs | ($544,013) | | Net Income | $152,167 | Liquidity and Capital Resources As of September 30, 2022, the company had $51,438 in cash and $26,806 in working capital to fund its business combination search, with the Sponsor able to extend the deadline by depositing $1,150,000 for each three-month extension - As of September 30, 2022, the company had $51,438 in cash and a working capital of $26,806[102] - The Sponsor can extend the business combination deadline by three months (up to two times) by depositing $1,150,000 into the Trust Account for each extension[105][106] - The Sponsor may provide Working Capital Loans, which can be repaid or converted into units at $10.00 per unit upon a successful business combination[103] Contractual Obligations The company has no long-term debt, with main contractual obligations being a $10,000 monthly administrative fee to its Sponsor and a $4,025,000 deferred underwriting commission, both payable upon business combination completion - The company is obligated to pay its Sponsor $10,000 per month for administrative support, payable upon closing a Business Combination[110] - A deferred underwriting commission of $4,025,000 is payable from the Trust Account upon completion of an initial Business Combination[111] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company states it has no material exposure to interest rate risk, as funds in the Trust Account are invested in short-term U.S. government treasury securities or money market funds - The company's funds in the Trust Account are invested in short-term U.S. government securities, leading to the belief that there is no material exposure to interest rate risk[113] Item 4. Controls and Procedures Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2022, with no material changes to internal control over financial reporting during the quarter - Management concluded that as of September 30, 2022, the company's disclosure controls and procedures were effective[116] - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[117] PART II - OTHER INFORMATION Item 1. Legal Proceedings The company reports that there are no legal proceedings - None[119] Item 1A. Risk Factors The company indicates that there have been no material changes to the risk factors previously disclosed in its final prospectus or Annual Report on Form 10-K - There have been no material changes to the risk factors disclosed in the company's prior filings[120] Item 2. Unregistered Sale of Equity Securities and Use of Proceeds This section details the private placement of units to the Sponsor, which raised approximately $5.28 million, and outlines the use of proceeds from the Initial Public Offering, confirming $116,725,000 was placed into a Trust Account - The company completed a private placement to its Sponsor of 528,075 units at $10.00 per unit, generating gross proceeds of $5,280,750[122] - From the Initial Public Offering and private placement, $116,725,000 was deposited into the Trust Account[126] Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[127] Item 5. Other Information The company reports no other information - None[128] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, primarily consisting of certifications by the Principal Executive Officer and Principal Financial Officer, along with Inline XBRL financial 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[131]