Shareholders’ Equity |
6 Months Ended | |||||||||||||||||||||
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Jun. 30, 2023 | ||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||
Shareholders’ Equity | Note 7 – Shareholders’ Equity
Preferred Shares — The Company is authorized to issue preferred shares with a par value of $ per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. On June 30, 2023, and December 31, 2022 there were preferred shares issued or outstanding.
Class A Ordinary shares — The Company is authorized to issue Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. On June 30, 2023, and December 31, 2022, there were Class A ordinary shares issued and outstanding excluding shares of Class A ordinary shares subject to possible redemption. shares of Class A ordinary shares with a par value of $ per share.
Class B Ordinary shares — The Company is authorized to issue Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. On August 16, 2021, the Sponsor purchased founder shares for an aggregate purchase price of $25,000, or approximately $ per share. On September 7, 2021, our sponsor assigned ordinary shares to Cu Seng Kiu, our Chief Financial Officer, and ordinary shares to each of Li Sin Tan, our former independent director, Kok Seong Wong and Chong Kwang Fock. Following Ms. Tan’s resignation, the ordinary shares were assigned to Ms. Doris Wong Sing Ee. shares of Class B ordinary shares with a par value of $ per share.
On June 30, 2023, and December 31, 2022, there were 20% of the issued and outstanding shares after the Proposed Offering (assuming the Initial Shareholders do not purchase any Public Shares in the Proposed Offering and excluding the Placement Units). Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial Business Combination on a one-for-one basis. shares of Class B ordinary shares issued and outstanding, so that the Initial Shareholders will own at least
Warrants — Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Warrants. The Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) 12 months from the effective date of the registration statement relating to the initial public offering. No Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the Warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Warrants is not effective within 90 days from the consummation of a Business Combination, the holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise the Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Warrants on a cashless basis. The Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.
ENERGEM CORP. NOTES TO UNAUDITED FINANCIAL STATEMENTS
Note 7 – Shareholders’ Equity (Continued)
The Company may call the Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:
The Placement Warrants are identical to the Public Warrants underlying the Units sold in the initial public offering, except that so long as the Placement Warrants are held by our sponsor or its permitted transferees, (i) the Placement Warrants will not be redeemable by us, (ii) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) the holders thereof (including with respect to Class A ordinary shares issuable upon exercise of such warrants) are entitled to registration rights.
If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period, subject to extension, as provided in our registration statement, and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.
The exercise price is $per share, subject to adjustment as described herein. In addition, if (x) .
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