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