Blog: CHAVANT CAPITAL ACQUISITION CORP. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure.

On November 16, 2022, Chavant Capital Acquisition Corp., a publicly-traded
special purpose acquisition company (“Chavant”), and Mobix Labs, Inc. (“Mobix
Labs”) issued a press release announcing that they have executed a business
combination agreement, by and among Chavant, Mobix Labs and CLAY Merger Sub II,
Inc., a Delaware corporation and newly formed, wholly-owned direct subsidiary of
Chavant (“Merger Sub”), pursuant to which Merger Sub will be merged with and
into Mobix Labs, with Mobix Labs surviving the merger as a wholly-owned direct
subsidiary of Chavant (the “proposed transaction”). Upon closing of the proposed
transaction, the combined company will be named Mobix Labs, Inc., and its common
stock and warrants are expected to be listed on the Nasdaq Stock Market (the
“Nasdaq”). A copy of the press release is furnished hereto as Exhibit 99.1 and
incorporated into this Item 7.01 by reference.

Additionally, furnished as Exhibit 99.2 hereto and incorporated into this Item
7.01 by reference is the investor presentation that Chavant and Mobix Labs have
prepared for use in connection with the announcement of the proposed
transaction.

Furnished as Exhibit 99.3 and Exhibit 99.4 hereto and incorporated into this
Item 7.01 by reference are two communications Mobix Labs prepared for use in
connection with the announcement of the proposed transaction.

The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2, Exhibit
99.3 and Exhibit 99.4 attached hereto, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to liabilities under that section, and shall not be
deemed to be incorporated by reference into the filings of Chavant under the
Securities Act of 1933, as amended or the Exchange Act, except as otherwise
expressly stated by specific reference in any such filing.

Important Information About the Proposed Transaction and Where to Find It

This Current Report on Form 8-K, including the exhibits furnished herewith,
relates to a proposed transaction between Mobix Labs and Chavant pursuant to a
business combination agreement, dated as of November 15, 2022, by and among
Chavant, Merger Sub and Mobix Labs. Chavant intends to file a Registration
Statement on Form S-4 (the “Form S-4”) with the U.S. Securities and Exchange
Commission (“SEC”), which will include a preliminary prospectus and proxy
statement of Chavant in connection with the proposed transaction, referred to as
a proxy statement/prospectus. A proxy statement/prospectus will be sent to all
Chavant shareholders as of a record date to be established for voting on the
transaction. Chavant also will file other documents regarding the proposed
transaction with the SEC.

Before making any voting decision, investors and security holders of Chavant are
urged to read the registration statement, the proxy statement/prospectus, and
amendments thereto, and the definitive proxy statement/prospectus in connection
with Chavant’s solicitation of proxies for its shareholders’ meeting to be held
to approve the transaction, and all other relevant documents filed or that will
be filed with the SEC in connection with the proposed transaction as they become
available because they will contain important information about Chavant, Mobix
Labs and the proposed transaction.

Investors and securityholders will be able to obtain free copies of the
registration statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Chavant through the
website maintained by the SEC at http://www.sec.gov.



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The documents filed by Chavant with the SEC also may be obtained free of charge
at Chavant’s website at http://www.chavantcapital.com or upon written request to:
Chavant Capital Acquisition Corp., 445 Park Avenue, 9th Floor New York, NY
10022.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR
DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS FORM 8-K, PASSED UPON THE MERITS
OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS FORM 8-K. ANY REPRESENTATION TO
THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.



Forward-Looking Statements


This Form 8-K contains certain “forward-looking statements” within the meaning
of the United States Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical fact contained in this Form 8-K, including
statements regarding the benefits of the proposed transaction, the anticipated
timing of the completion of the proposed transaction, the products offered by
Mobix Labs and the markets in which it operates, the expected total addressable
markets for the products offered by Mobix Labs, the sufficiency of the net
proceeds of the proposed transaction and related financing to fund Mobix Labs’
operations and business plan, the advantages of Mobix Labs’ technology, Mobix
Labs’ competitive landscape and positioning, the expected benefits from future
strategic acquisitions, and Mobix Labs’ growth plans, strategies and projected
future results, are forward-looking statements. Some of these forward-looking
statements can be identified by the use of forward-looking words, including
“may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,”
“believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,”
“continue,” “forecast” or the negatives of these terms or variations of them or
similar expressions. All forward-looking statements are subject to risks,
uncertainties, and other factors which could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
All forward-looking statements are based upon estimates, forecasts and
assumptions that, while considered reasonable by Chavant and its management, and
Mobix Labs and its management, as the case may be, are inherently uncertain and
many factors may cause the actual results to differ materially from current
expectations which include, but are not limited to:

· the risk that the proposed transaction may not be completed in a timely manner

or at all, which may adversely affect the price of Chavant’s securities;

· the risk that the proposed transaction may not be completed by Chavant’s

   deadline for the proposed transaction and the potential failure to obtain an
   extension of the deadline for the proposed transaction if sought by Chavant;


· the failure to satisfy the conditions to the consummation of the proposed

   transaction, including the adoption of the merger agreement by the respective
   shareholders of Chavant and Mobix Labs, the satisfaction of the minimum cash
   amount following redemptions by Chavant's public shareholders and the receipt
   of certain governmental and regulatory approvals;


· the lack of a third party valuation in determining whether or not to pursue the

proposed transaction;

· the occurrence of any event, change or other circumstance that could give rise

to the termination of the merger agreement;

· the effect of the announcement or pendency of the proposed transaction on Mobix

Labs’ business relationships, performance, and business generally;

· risks that the proposed transaction disrupts current plans of Mobix Labs and

   potential difficulties in Mobix Labs' employee retention as a result of the
   proposed transaction;




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· the outcome of any legal proceedings that may be instituted against Mobix Labs

or against Chavant related to the merger agreement or the proposed transaction;

· failure to realize the anticipated benefits of the proposed transaction;

· the inability to meet and maintain the listing of Chavant’s securities (or the

securities of the post-combination company) on Nasdaq;

· the risk that the price of Chavant’s securities may be volatile due to a

   variety of factors, including changes in the highly competitive industries in
   which Mobix Labs' plans to operate, variations in performance across
   competitors, changes in laws, regulations, technologies including transition to
   5G, global supply chain, U.S./China trade or national security tensions, and
   macro-economic and social environments affecting Mobix Labs' business and
   changes in the combined capital structure;


· the inability to implement business plans, forecasts, and other expectations

   after the completion of the proposed transaction, and identify and realize
   additional opportunities;


· the risk that Mobix Labs and its current and future collaborators are unable to

   successfully develop and market Mobix Labs' products or solutions, or
   experience significant delays in doing so;


· the risk that Mobix Labs may never achieve or sustain profitability;

· the risk that Mobix Labs will need to raise additional capital to execute its

business plan, which may not be available on acceptable terms or at all;

· the risk that the post-combination company experiences difficulties in managing

its growth and expanding operations;

· the risks relating to long sales cycles, concentration of customers,

   consolidation and vertical integration of customers, and dependence on limited
   or sole suppliers and channel partners;


· the risk that Mobix Labs may not be able to consummate planned strategic

   acquisitions, or fully realize anticipated benefits from past or future
   acquisitions or investments;


· the risk that Mobix Labs’ patent applications may not be approved or may take

   longer than expected, and Mobix Labs may incur substantial costs in enforcing
   and protecting its intellectual property;


· inability to complete the PIPE investment in connection with the proposed

transaction;

· the risk that the entry into the equity line of credit is subject to the

   negotiation and execution of a definitive agreement between the parties and the
   availability of funding under the equity line of credit is subject to certain
   ownership, pricing and volume limitations; and


· other risks and uncertainties set forth in the sections entitled “Risk Factors”

   and "Cautionary Note Regarding Forward-Looking Statements" in Chavant's Annual
   Report on Form 10-K for the year ended December, 31, 2021, which was filed with
   the SEC on March 31, 2022 (the "2021 Form 10-K") and Quarterly Reports on Form
   10-Q for the quarterly periods ended March 31, 2022 and June 30, 2022, as such
   factors may be updated from time to time in Chavant's filings with the SEC, the
   registration statement on Form S-4 and the proxy statement/prospectus contained
   therein. These filings identify and address other important risks and
   uncertainties that could cause actual events and results to differ materially
   from those contained in the forward-looking statements.



Nothing in this Form 8-K should be regarded as a representation by any person
that the forward-looking statements set forth herein will be achieved or that
any of the contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Chavant nor Mobix Labs
gives any assurance that either Chavant or Mobix Labs or the combined company
will achieve its expected results. Neither Chavant nor Mobix Labs undertakes any
duty to update these forward-looking statements, except as otherwise required by
law.



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Participants in the Solicitation

Mobix Labs and Chavant and their respective directors and officers and other
members of management may, under SEC rules, be deemed to be participants in the
solicitation of proxies from Chavant’s stockholders with the proposed
transaction and the other matters set forth in the registration statement.
Information about Chavant’s directors and executive officers is set forth in
Chavant’s filings with the SEC, including Chavant’s 2021 Form 10-K. Additional
information regarding the direct and indirect interests, by security holdings or
otherwise, of those persons and other persons who may be deemed participants in
the proposed transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction when it becomes
available. You may obtain free copies of these documents as described above
under “Important Information About the Proposed Transaction and Where to Find
It.”




No Offer or Solicitation



This Form 8-K is not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the proposed
transaction and is not intended to and does not constitute an offer to sell or
the solicitation of an offer to buy, sell or solicit any securities or any
proxy, vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be deemed to be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.      Description

  99.1       Press Release, dated November 16, 2022

  99.2       Investor Presentation, dated November 2022

  99.3       Mobix Labs External Communication, dated November 16, 2022

  99.4       Mobix Labs Internal Communication, dated November 16, 2022

104        Cover Page Interactive Data File (embedded within the Inline XBRL document)




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