0001104659-23-129309.txt : 20231226 0001104659-23-129309.hdr.sgml : 20231226 20231226175659 ACCESSION NUMBER: 0001104659-23-129309 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231221 FILED AS OF DATE: 20231226 DATE AS OF CHANGE: 20231226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AUBERTON-HERVE ANDRE-JACQUES CENTRAL INDEX KEY: 0001730329 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40621 FILM NUMBER: 231514275 MAIL ADDRESS: STREET 1: 18 CHEMIN DE LA VIERGE NOIRE CITY: LA TRONCHE STATE: I0 ZIP: 38700 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Chavant Capital Acquisition Corp. CENTRAL INDEX KEY: 0001855467 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 981591717 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 445 PARK AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-745-1086 MAIL ADDRESS: STREET 1: 445 PARK AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 tm2333669-16_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-12-21 1 0001855467 Chavant Capital Acquisition Corp. MOBX 0001730329 AUBERTON-HERVE ANDRE-JACQUES 445 PARK AVENUE, 9TH FLOOR NEW YORK NY 10022 1 0 0 0 0 Class A Common Stock 2023-12-21 4 A 0 145335 10.00 A 342917 I See footnote Class A Common Stock 2023-12-21 4 A 0 198049 A 540966 I See footnote Class A Common Stock 27826 D Make-Whole Shares (right to acquire) 10.00 2023-12-21 4 A 0 145335 A Class A Common Stock 145335 145335 I See footnote Pursuant to a Subscription Agreement, Chavant Capital Partners LLC (the "Sponsor") purchased 199,737 shares of Class A Common Stock in connection with the closing (the "Closing") of Chavant Capital Acquisition Corp.'s initial business combination (the "Business Combination") with Mobix Labs, Inc. (the "Target"), on December 21, 2023 for aggregate consideration of $1,997,370, consisting of the forgiveness of certain indebtedness and certain expense reimbursement obligations owed by the Issuer to the Sponsor and its members (the "PIPE Investment" and such shares, the "PIPE Shares"). In connection with the entry into the Subscription Agreement, the Target issued the Sponsor a warrant to purchase 272,454 shares of stock of the Target, which was net exercised for 272,182 shares of common stock of the Target, which shares were automatically converted into shares of Class A Common Stock of the Issuer upon the Closing. In connection with the Closing, the Issuer was renamed "Mobix Labs, Inc." Number of shares reported represents shares indirectly attributable to the Reporting Person through his ownership interests in Sponsor. Includes an additional 197,582 shares of Class A Common Stock that may be deemed to be indirectly owned by the Reporting Person through his direct and indirect ownership interests in Sponsor, which shares are expected to be distributed to the Reporting Person over time. In addition, the Reporting Person holds private placement warrants, exercisable to purchase shares of Class A Common Stock of the Issuer at an exercise price of $11.50 per share, subject to certain adjustments, which he received in a pro rata distribution from the Sponsor on December 21, 2023. The Sponsor is the record holder of the securities reported herein. The Reporting Person owns certain interests in the Sponsor and securities indirectly attributable to the Reporting Person are expected to be distributed to the Reporting Person over time. The Reporting Person disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Pursuant to the Subscription Agreement for the PIPE Investment, the Issuer has agreed to issue additional shares of Class A Common Stock if the volume weighted average price per share of Class A Common Stock during the 30-day period (the "Adjustment Period") commencing on the date that is 30 days after the date on which a resale Registration Statement relating to the PIPE Investment is declared effective (the "Adjustment Period VWAP") is less than $10.00 per share. In such case, the Sponsor will be entitled to receive a number of shares of Class A Common Stock equal to the product of (x) the number of PIPE Shares held by the Sponsor through the end of the Adjustment Period multiplied by (y) a fraction, (A) the numerator of which is $10.00 minus the Adjustment Period VWAP and (B) the denominator of which is the Adjustment Period VWAP (the "Make-Whole Shares"). In the event that the Adjustment Period VWAP is less than $7.00, the Adjustment Period VWAP will be deemed to be $7.00. /s/ Andre-Jacques Auberton-Herve 2023-12-26