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Energem Corp - ENCP

  • Commons

    $10.03

    -0.10%

    ENCP Vol: 7.7K

  • Warrants

    $0.09

    +0.00%

    ENCPW Vol: 1.5K

  • Units

    $10.06

    +0.00%

    ENCPU Vol: 0.0

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 103.0M
Average Volume: 25.1K
52W Range: $9.87 - $10.07
Weekly %: +0.10%
Monthly %: +0.25%
Inst Owners: 0

Info

Target: Searching
Days Since IPO: 227
Unit composition:
Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant
Trust Size: 10000000.0M

🕵Stocktwit Mentions

dividendinvestorbyeagle posted at 2022-06-10T14:22:54Z

$ENCP hit 52 week high (Energem Corp) https://www.dividendinvestor.com/dividend-news/?symbol=encp

Last10K posted at 2022-05-13T17:32:45Z

$ENCP just filed a 10-Q Quarterly Report with 39 sections and 4 exhibits. Access them all or just read their earnings: https://last10k.com/sec-filings/encp/0001493152-22-013249.htm?utm_source=stocktwits&utm_medium=forum&utm_campaign=10KQ2040F&utm_term=encp

Quantisnow posted at 2022-05-13T17:26:18Z

$ENCP 📜 SEC Form 10-Q filed by Energem Corp https://quantisnow.com/i/2885033?utm_source=stocktwits 45 seconds delayed.

Newsfilter posted at 2022-05-13T17:25:27Z

$ENCP Form 10-Q (quarterly report [sections 13 or 15(d)]) filed with the SEC https://newsfilter.io/a/ae67def4b03921c69791b890839e97fb

Management

Officers and Directors We intend to have five directors upon completion of this offering. Our board of directors will be divided into three classes, with only one class of directors being elected in each year and with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. In accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. Moreover, there is no requirement under the Companies Act for us to hold annual or general meetings or appoint directors. The term of office of the first class of directors, consisting of Kwang Fock Chong and Doris Wong Sing Ee will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Li Sin Tan, will expire at our second annual meeting of the shareholders. The term of office of the third class of directors, consisting of Swee Guan Hoo and Kok Seong Wong will expire at our third annual meeting of shareholders. We may not hold an annual meeting of shareholders until after we complete our initial business combination. We may not hold an annual meeting of shareholders until after we complete our initial business combination. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our sponsor, upon completion of an initial business combination, will be entitled to nominate individuals for election to our board of directors, as long as our sponsor holds any securities covered by the registration rights agreement. 115 Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to nominate persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of one or more chairman of the board of directors, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We expect that our board of directors will determine that Kok Seong Wong, Doris Wong Sing Ee and Kwang Fock Chong are “independent directors,” as defined in Nasdaq listing standards and applicable SEC rules prior to completion of this offering. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. In addition, our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, executive officers or directors, or our or their respective affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and completing an initial business combination. In addition, our sponsor has transferred 12,500 founder shares among our Chief Financial Officer and three independent director nominees at their original purchase price pursuant to executed securities assignment agreements, effective as of September 7, 2021. The founder shares will be worthless if we do not complete an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. 116 We do not intend to take any action to ensure that members of our management team maintain their positions with us after the completion of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the completion of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee A listed company of the Nasdaq must have an audit committee with a minimum of three independent directors who satisfy the independence requirements of Rule 10A-3. Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. Kok Seong Wong, Doris Wong Wing Ee, Kwang Fock Chong will serve as members of our audit committee. Our board of directors has determined that each of Kok Seong Wong, Doris Wong Sing Ee, Kwang Fock Chong meet the independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange Act. Kwang Fock Chong will serve as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that each qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted an audit committee charter, which details the principal functions of the audit committee, including: ● appointing, compensating and overseeing our independent registered public accounting firm; ● reviewing and approving the annual audit plan for the company and assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements; ● discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered public accounting firm; ● pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; ● appointing or replacing the independent registered public accounting firm; ● establishing procedures for the receipt, retention and treatment of complaints (including anonymous complaints) we receive concerning accounting, internal accounting controls, auditing matters or potential violations of law; 117 ● monitoring our environmental sustainability and governance practices; ● establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; ● approving audit and non-audit services provided by our independent registered public accounting firm; ● discussing earnings press releases and financial information provided to analysts and rating agencies; ● discussing with management our policies and practices with respect to risk assessment and risk management; ● reviewing any material transaction between our Chief Financial Officer that has been approved in accordance with our Code of Ethics for our officers, and providing prior written approval of any material transaction between us and our President, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities; and ● producing an annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations. Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of our board of directors. The members of our compensation committee will be Kok Seong Wong, Doris Wong Wing Ee, Kwang Fock Chong. Mr. Kok Seong Wong will serve as chairman of the compensation committee. Under Nasdaq listing standards and governance rules and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent directors. Our board of directors has determined that each of Kok Seong Wong, Doris Wong Sing Ee, Kwang Fock Chong is independent. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation; ● reviewing and making recommendations to our board of salaries and approving incentive compensation and equity awards, as well as compensation policies, for all other officers who file reports of their ownership, and changes in ownership, of the company’s ordinary shares under Section 16(a) of the Exchange Act (the “Section 16 Officers”), as designated by our board of directors; ● making recommendations to the board of directors with respect to incentive compensation programs and equity-based plans that are subject to board approval; ● approving any employment or severance agreements with our Section 16 Officers; ● granting any awards under equity compensation plans and annual bonus plans to our President and the Section 16 Officers; ● approving the compensation of our directors; and ● producing an annual report on executive compensation for inclusion in our proxy statement, in accordance with applicable rules and regulations. 118 No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors. 119 Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which will be specified a charter to be adopted by us, generally provide that, with regards to persons to be nominated: ● should possess personal qualities and characteristics, accomplishments and reputation in the business community; ● should have current knowledge and contacts in the communities in which we do business and, in our industry, or other industries relevant to our business; ● should have the ability and willingness to commit adequate time to the board of directors and committee matters; ● should demonstrate ability and willingness to commit adequate time to the board of directors and committee matters; ● should possess the fit of the individual’s skills and personality with those of other directors and potential directors in building a board of directors that is effective, collegial and responsive to our needs; and ● should demonstrate diversity of viewpoints, background, experience, and other demographics, and all aspects of diversity in order to enable the board of directors to perform its duties and responsibilities effectively, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation. Each year in connection with the nomination of candidates for election to the board of directors, the board of directors will evaluate the background of each candidate, including candidates that may be submitted by our shareholders. Code of Ethics Upon the effectiveness of the registration statement of which this prospectus forms a part, we will have adopted a Code of Ethics applicable to our directors, officers and employees. We will file a copy of our Code of Ethics and our audit committee charter as exhibits to the registration statement of which this prospectus is a part. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. See the section of this prospectus entitled “Where You Can Find Additional Information.” Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: (i) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (ii) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (iii) directors should not improperly fetter the exercise of future discretion; (iv) duty to exercise powers fairly as between different sections of shareholders; (v) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and (vi) duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director. 120 As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Certain of our officers and directors presently have, and any of them

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q 2022-05-13 https://www.sec.gov/Archives/edgar/data/1879373/000149315222013249/form10-q.htm
10-K 2022-03-31 https://www.sec.gov/Archives/edgar/data/1879373/000149315222008245/form10-k.htm
SC 13G SCHEDULE 13G 2022-02-14 https://www.sec.gov/Archives/edgar/data/1879373/000119312522039531/d295864dsc13g.htm
SC 13G/A 2022-02-10 https://www.sec.gov/Archives/edgar/data/1879373/000135755022000071/encpu13g31dec2021.htm
SC 13G/A 2022-02-03 https://www.sec.gov/Archives/edgar/data/1879373/000184671822000057/EnergemCorp13g13122.txt
SC 13G/A SCHEDULE 13G/A 2022-01-13 https://www.sec.gov/Archives/edgar/data/1879373/000137647422000024/lf_sc13gz.htm
SC 13G 2022-01-12 https://www.sec.gov/Archives/edgar/data/1879373/000135755022000002/encpu13g4january2022.htm
10-Q 2021-12-30 https://www.sec.gov/Archives/edgar/data/1879373/000149315221032779/form10-q.htm
SC 13G FORM SC 13G 2021-11-26 https://www.sec.gov/Archives/edgar/data/1879373/000106299321011668/formsc13g.htm
SC 13G SCHEDULE 13G 2021-11-24 https://www.sec.gov/Archives/edgar/data/1879373/000137647421000432/lf_sc13g.htm
8-K 2021-11-23 https://www.sec.gov/Archives/edgar/data/1879373/000149315221029670/form8-k.htm
SC 13G SC 13G 2021-11-23 https://www.sec.gov/Archives/edgar/data/1879373/000110465921142882/tm2133729d2_sc13g.htm
8-K 2021-11-19 https://www.sec.gov/Archives/edgar/data/1879373/000149315221029351/form8-k.htm
3 2021-11-17 https://www.sec.gov/Archives/edgar/data/1879373/000149315221029179/xslF345X02/ownership.xml
3 2021-11-17 https://www.sec.gov/Archives/edgar/data/1879373/000149315221029178/xslF345X02/ownership.xml
3 2021-11-17 https://www.sec.gov/Archives/edgar/data/1879373/000149315221029177/xslF345X02/ownership.xml
3 2021-11-17 https://www.sec.gov/Archives/edgar/data/1879373/000149315221029176/xslF345X02/ownership.xml
3 2021-11-17 https://www.sec.gov/Archives/edgar/data/1879373/000149315221029175/xslF345X02/ownership.xml
3 2021-11-17 https://www.sec.gov/Archives/edgar/data/1879373/000149315221029174/xslF345X02/ownership.xml
3 2021-11-17 https://www.sec.gov/Archives/edgar/data/1879373/000149315221029173/xslF345X02/ownership.xml
424B4 2021-11-17 https://www.sec.gov/Archives/edgar/data/1879373/000149315221029037/form424b4.htm
CERT 2021-11-16 https://www.sec.gov/Archives/edgar/data/1879373/000135445721001339/8A_Cert_ENCP.pdf
EFFECT 2021-11-15 https://www.sec.gov/Archives/edgar/data/1879373/999999999521004345/xslEFFECTX01/primary_doc.xml
8-A12B 2021-11-15 https://www.sec.gov/Archives/edgar/data/1879373/000149315221028775/form8-a12b.htm
CORRESP 2021-11-12 https://www.sec.gov/Archives/edgar/data/1879373/000149315221028236/filename1.htm
CORRESP 2021-11-12 https://www.sec.gov/Archives/edgar/data/1879373/000149315221028107/filename1.htm
S-1/A 2021-11-09 https://www.sec.gov/Archives/edgar/data/1879373/000149315221027654/forms-1a.htm
CORRESP 2021-10-20 https://www.sec.gov/Archives/edgar/data/1879373/000149315221025878/filename1.htm
S-1/A 2021-10-20 https://www.sec.gov/Archives/edgar/data/1879373/000149315221025877/forms-1a.htm
UPLOAD 2021-10-07 https://www.sec.gov/Archives/edgar/data/1879373/000000000021012234/filename1.pdf
S-1 2021-09-10 https://www.sec.gov/Archives/edgar/data/1879373/000149315221022402/forms-1.htm