424B3 1 tm2230959-17_424b3.htm 424B3 tm2230959-17_424b3 - none - 76.8386087s
 Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-271197
PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING OF
CHAVANT CAPITAL ACQUISITION CORP.
PROSPECTUS FOR
27,005,275 SHARES OF CLASS A COMMON STOCK (INCLUDING SHARES OF
CLASS A COMMON STOCK UNDERLYING WARRANTS) AND
6,000,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK OF
CHAVANT CAPITAL ACQUISITION CORP. (AFTER ITS DOMESTICATION AS A CORPORATION
INCORPORATED IN THE STATE OF DELAWARE AND RENAMING
AS MOBIX LABS, INC. IN CONNECTION WITH THE DOMESTICATION)
Dear Shareholders of Chavant Capital Acquisition Corp.:
On November 15, 2022, Chavant Capital Acquisition Corp., a publicly traded special purpose acquisition company incorporated under the laws of the Cayman Islands (“Chavant”), CLAY Merger Sub II, Inc., a Delaware corporation and newly formed, wholly-owned direct subsidiary of Chavant (“Merger Sub”), and Mobix Labs, Inc., a Delaware corporation (“Mobix Labs”), entered into a business combination agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”). If the Business Combination Agreement and the transactions contemplated thereby are adopted and approved by Chavant’s shareholders, the Transaction (as defined below) between Chavant and Mobix Labs will occur in two steps. On the business day immediately prior to consummation of the Transaction (the “Closing”), Chavant will de-register as an exempted company incorporated in Cayman Islands and transfer by way of continuation to the State of Delaware, where it will then immediately domesticate as a Delaware corporation incorporated under the laws of the State of Delaware (the “Domestication”). Subsequently, at the Closing, 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 “Merger” and, collectively with the Domestication and other transactions described in the Business Combination Agreement, including the PIPE Private Placement, the Sponsor Letter Agreement and the Written Consents, the “Transaction”). Upon the Closing, Chavant will be renamed Mobix Labs, Inc. (“New Mobix Labs”), and Mobix Labs will be renamed Mobix Labs Operations, Inc.
In connection with the Domestication, Chavant will issue (i) one share of Class A Common Stock, par value $0.00001 per share (“Class A Common Stock”), in exchange for and on conversion of each ordinary share of Chavant (“Ordinary Share”) outstanding immediately prior to the Domestication and (ii) one warrant exercisable for one share of Class A Common Stock in exchange for and on conversion of each warrant for one Ordinary Share outstanding immediately prior to the Domestication.
The Certificate of Incorporation for Chavant following the Domestication will authorize two classes of common stock, the Class A Common Stock and the Class B common stock, par value $0.00001 per share (“Class B Common Stock” and, collectively with the Class A Common Stock, “Common Stock”). Holders of Class A Common Stock are entitled to one vote per share, while holders of Class B Common Stock are entitled to ten votes per share, and all such holders will vote together as a single class except as otherwise required by applicable law. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder, upon transfer or in certain specified circumstances and will automatically convert on the seventh anniversary of the Closing.
In connection with the Closing, based on the per share exchange ratio defined in the Business Combination Agreement, (1) each outstanding share of common stock of Mobix Labs will be converted into the right to receive shares of Class A Common Stock; (2) each share of preferred stock of Mobix Labs, which includes Series A Preferred Stock and Founders Preferred Stock issued and outstanding immediately prior to the Closing, will be converted into the right to receive shares of Class B Common Stock; (3) each outstanding stock option of Mobix Labs that is an in-the-money vested option will be converted into the right to receive shares of Class A Common Stock on a net settlement basis; (4) each stock option of Mobix Labs that is not an in-the-money vested option (“Other Mobix Labs Options”) will be assumed by Chavant and converted into an option to purchase shares of Class A Common Stock (collectively, the “Assumed Options”); (5) each outstanding unvested restricted stock unit (“RSU”) of Mobix Labs will be assumed by Chavant and converted into an RSU covering shares of Class A Common Stock (collectively, the “Assumed RSUs”); and (6) each outstanding warrant and convertible instrument of Mobix Labs, including Simple Agreement for Further Equity Notes (“SAFEs”) and promissory notes that are convertible into Mobix Labs common stock or preferred stock, will be converted into the right to receive shares of Class A Common Stock.
The aggregate transaction consideration to be paid at the Closing will be (i) an aggregate number of shares of Class A Common Stock or Class B Common Stock equal to $235 million, divided by $10.00,

plus (ii) additional shares of Class A Common Stock that may be issued in exchange for equity securities issued by Mobix Labs in private placements for cash after March 26, 2023 to finance the ongoing business operations of Mobix Labs or to pay transaction expenses, which as of October 31, 2023 would be an additional 2,765,886 shares of Class A Common Stock. The estimated maximum number of such additional shares that may be issued is 3,000,000, and this estimate is provided solely for the purpose of registering a maximum amount of shares of Class A Common Stock under the registration statement on Form S-4 of which this proxy statement/prospectus forms a part in light of the fact that the Business Combination Agreement does not cap the number of such shares that may be issuable. The aggregate transaction consideration will be allocated among the holders of outstanding shares of common stock, preferred stock, options, RSUs, warrants and convertible instruments, including SAFEs and promissory notes of Mobix Labs immediately prior to the Closing (including in the form of Assumed Options or Assumed RSUs, as applicable) pro rata based on (a) the number of shares of Mobix Labs common stock that are either held by or issuable to a Mobix Labs equityholder pursuant to the terms of the preferred stock, options, RSUs, warrants or convertible instruments held by the Mobix Labs equityholders immediately prior to the Closing, and (b) the per share exchange ratio defined in the Business Combination Agreement. In addition to the consideration to be paid at the Closing, certain holders of outstanding shares of common stock, preferred stock and options (including both the in-the-money vested options and the Other Mobix Labs Options) of Mobix Labs (the “Earnout Recipients”) will be entitled to receive an additional aggregate 3.5 million shares of Class A Common Stock issuable as earnout shares (the “Earnout Shares”) based on the achievement of trading price targets following the Closing and subject to the terms provided in the Business Combination Agreement.
Based on the number of outstanding shares of Mobix Labs common stock, preferred stock, the number of shares of Mobix Labs common stock underlying the Mobix Labs in-the-money vested options and the warrants and the aggregate amount of Mobix Labs convertible instruments, including SAFEs and promissory notes, outstanding, in each case as of October 31, 2023, assuming no Chavant shareholders exercise redemption rights with respect to their Ordinary Shares in connection with the Transaction, the total numbers of shares of Class A Common Stock and Class B Common Stock expected to be issued in connection with the Closing are approximately 20,943,622 and 2,199,098, respectively. The holders of outstanding shares of common stock, preferred stock, in-the-money vested options, warrants and convertible instruments of Mobix Labs immediately prior to the Closing are expected to hold in the aggregate approximately 78.4% of the issued and outstanding shares of Class A Common Stock and 100% of the issued and outstanding shares of Class B Common Stock, which collectively represent 88.1% of the combined voting power of the issued and outstanding shares of Common Stock, immediately upon the consummation of the Transaction, excluding the impact of the issuance of Class A Common Stock as Earnout Shares or Make-Whole Shares (as defined below), as well as additional shares of Class A Common Stock that may become outstanding in the future as a result of the exercise of Chavant’s warrants, the exercise of any warrants convertible from the promissory notes issued by Chavant evidencing the outstanding working capital loans, or any issuance pursuant to the Mobix Labs, Inc. 2023 Equity Incentive Plan or the Mobix Labs, Inc. 2023 Employee Stock Purchase Plan, the exercise of the Assumed Options or the vesting of the Assumed RSUs (collectively, the “Potential Additional Issuances”). Upon the consummation of the Transaction, we expect that the holders of Class B Common Stock, comprised mostly of Mobix Labs’ founders, directors and officers, will own approximately 45.1% of the combined voting power of the issued and outstanding shares of Common Stock of New Mobix Labs and that such holders of Class B Common Stock may exert significant influence on any actions of New Mobix Labs which require stockholder approval.
See the section entitled “The Transaction” on page 154 of this proxy statement/prospectus for further information on the consideration being paid to the equityholders of Mobix Labs in the Transaction.
Assuming no Chavant shareholders exercise redemption rights with respect to their Ordinary Shares in connection with the Transaction, the holders of Ordinary Shares issued in Chavant’s initial public offering, the Initial Shareholders (as defined herein) (which holders are Chavant’s sponsor, Chavant Capital Partners LLC (the “Sponsor”), the directors or officers of Chavant and certain designees of the Representatives (as defined herein)) and the PIPE Investor (as defined herein) are expected to hold in the aggregate approximately 2.9%, 7.5% and 11.2%, respectively, of the issued and outstanding shares of Class A Common Stock (assuming no redemptions by the Public Shareholders), which represent 1.6%, 4.1%, and 6.2%, respectively, of the combined voting power of the issued and outstanding shares of Common Stock, immediately upon the consummation of the Transaction, excluding the impact of the Potential Additional Issuances.
In connection with the execution of the Business Combination Agreement, Chavant entered into a subscription agreement (the “PIPE Subscription Agreement”) with an accredited investor (the “PIPE Investor”), pursuant to which the PIPE Investor agreed to purchase 3,000,000 shares of Class A Common Stock at a price of $10.00 per share for an aggregate amount of $30 million, substantially concurrently with the closing of the Transaction, on the terms and subject to the conditions of the PIPE Subscription Agreement. Pursuant to the PIPE Subscription Agreement, Chavant agreed to file a registration statement

registering the resale of the shares of Class A Common Stock acquired by the PIPE Investor (the “PIPE Resale Registration Statement”) within 45 days of Closing.
Pursuant to the PIPE Subscription Agreement, Chavant agreed to issue additional shares of Class A Common Stock to the PIPE Investor in the event that the volume weighted average price per share of the 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 the PIPE Resale Registration Statement is declared effective (the “Adjustment Period VWAP”) is less than $10.00 per share. In such case, the PIPE Investor will be entitled to receive a number of shares of Class A Common Stock equal to the product of (x) the number of shares of Class A Common Stock issued to the PIPE Investor at the closing of the subscription and held by the PIPE Investor 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.
Chavant’s Units, Ordinary Shares and Warrants are currently listed on The Nasdaq Capital Market, under the symbols “CLAYU,” “CLAY,” and “CLAYW,” respectively. Chavant intends to apply to continue the listing of the shares of Class A Common Stock and warrants of New Mobix Labs on The Nasdaq Capital Market under the symbols “MOBX” and “MOBXW”, respectively, upon the Closing. New Mobix Labs will not have units traded upon the consummation of the Transaction, at which time each unit will separate into its component Class A Common Stock and Warrant. On November 10, 2023, the trading date immediately prior to the date of this proxy statement/prospectus, the Units, Ordinary Shares and Public Warrants closed at $11.13, $11.22 and $0.0262, respectively.
Chavant is holding an extraordinary general meeting in lieu of an annual general meeting in order to obtain the shareholder approval necessary to complete the Transaction. At the Chavant extraordinary general meeting, which will be held on December 14, 2023, at 10:00 a.m., Eastern Time, unless postponed or adjourned to a later date, Chavant will ask its shareholders to adopt the Business Combination Agreement, thereby approving the Transaction, including the Domestication, and approve the other proposals described in this proxy statement/prospectus. The physical location of the meeting is at the offices of Simpson Thacher & Bartlett LLP located at 425 Lexington Avenue, New York, New York 10017, United States of America.
As described in this proxy statement/prospectus, certain holders of a requisite number of the outstanding shares of Mobix Labs common stock and Mobix Labs preferred stock have delivered written consents sufficient to approve and adopt the Business Combination Agreement and the Transaction. Therefore, no additional approval or vote from any holders of any class or series of stock of Mobix Labs will be necessary to approve the Transaction.
After careful consideration, the Chavant board of directors has unanimously approved the Business Combination Agreement and the Transaction, has determined that it is advisable to consummate the Transaction and has approved the other proposals described in this proxy statement/prospectus. The Chavant board of directors recommends that its shareholders vote “FOR” the proposals described in this proxy statement/prospectus.
More information about Chavant, Mobix Labs and the Transaction is contained in this proxy statement/prospectus. Chavant urges you to read this proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 62 OF THIS PROXY STATEMENT/PROSPECTUS.
If you have any questions or need assistance voting your shares, please call Chavant’s proxy solicitor, Morrow Sodali LLC, at +1 (800) 662-5200 (toll-free); banks and brokers can call collect at +1 (203) 658-9400.
On behalf of the Chavant board of directors, I thank you for your support and look forward to the successful completion of the Transaction.
Sincerely,
Dr. Jiong Ma
November 13, 2023
Chief Executive Officer
This proxy statement/prospectus is dated November 13, 2023 and is first being mailed to the shareholders of Chavant on or about November 15, 2023.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Chavant Capital Acquisition Corp.
445 Park Avenue, 9th Floor
New York, NY 10022
(212) 745-1086

 
NOTICE OF EXTRAORDINARY GENERAL MEETING
IN LIEU OF 2023 ANNUAL GENERAL MEETING
TO BE HELD ON DECEMBER 14, 2023
To the Shareholders of Chavant Capital Acquisition Corp.:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of the 2023 annual general meeting (the “Special Meeting”) of Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company,” “Chavant,” “we,” “us” or “our”), will be held at 10:00 a.m., Eastern Time, on December 14, 2023, or at such other time and on such other date at which the meeting may be adjourned or postponed, via live webcast. You may access the Special Meeting at:
Live Webcast:
https://www.cstproxy.com/chavantcapital/egm2023
The meeting may be attended virtually online via the Internet, and for purposes of the current amended and restated memorandum and articles of association of Chavant (the “Existing Charter”), the physical location of the meeting is at the offices of Simpson Thacher & Bartlett LLP located at 425 Lexington Avenue, New York, New York 10017, United States of America. If you plan on attending in person please email list-ChavantSpecialMeeting@lists.stblaw.com at least one day prior to the Special Meeting.
Telephone:
Within the U.S. and Canada: +1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Conference ID: 8045979#
You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting via live webcast. The Company recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.
The sole purpose of the Special Meeting is to consider and vote on the following proposals (“Proposals”):
1.
Proposal No. 1 — The Transaction Proposal — To consider and vote upon an ordinary resolution to approve the Transaction (the “Transaction Proposal”) as follows:
“RESOLVED, as an ordinary resolution, that the Company’s entry into the Business Combination Agreement, dated as of November 15, 2022, as amended by Amendment No.1 to the Business Combination Agreement, dated as of April 7, 2023 (copies of which are attached to the proxy statement/prospectus as Annex A-1 and Annex A-2, respectively), and as further amended or otherwise modified from time to time, by and among the Company, CLAY Merger Sub II, Inc., a Delaware corporation, and Mobix Labs, Inc., a Delaware corporation, and the transactions contemplated thereby be confirmed, ratified and approved in all respects.”
2.
Proposal No. 2 — The Domestication Proposal — To consider and vote upon, a special resolution to approve the Domestication (the “Domestication Proposal”) as follows:
“RESOLVED, as a special resolution, that the Company be de-registered as an exempted company incorporated in the Cayman Islands pursuant to Article 47 of the Amended and Restated Memorandum and Articles of Association of the Company and the Cayman Islands Companies Act (As Revised) and be transferred by way of continuation to the State of Delaware and domesticate as a corporation in the State of Delaware.”
3.
Proposal No. 3 — The Organizational Documents Proposal — To consider and vote upon a special resolution to approve and adopt the proposed new certificate of incorporation, substantially in the form attached to this proxy statement/prospectus as Annex B-1, and bylaws, substantially in the form attached to this proxy statement/prospectus as Annex C, in each case, to be effective upon the consummation of the Domestication, and the certificate of amendment of certificate of incorporation to change the Company’s name to “Mobix Labs, Inc.”, substantially in the form
 

 
attached to this proxy statement/prospectus as Annex B-3, to be filed and effective immediately following the effectiveness of the Merger, as follows:
“RESOLVED, as a special resolution, that, the certificate of incorporation and bylaws of the Company (forms of which are annexed to the proxy statement/prospectus as Annex B-1 and Annex C), be approved as the certificate of incorporation and bylaws, respectively, of the Company, in each case to be effective upon the effectiveness of the Domestication, and that the certificate of amendment of certificate of incorporation (the form of which is annexed to the proxy statement/prospectus as Annex B-3) be approved to be filed and effective immediately following the effectiveness of the Merger.”
4.
Proposal No. 4 — The Advisory Governance Proposals — To consider and vote upon, as an ordinary resolution, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as eleven non-binding sub-proposals (collectively, the “Advisory Governance Proposals”) as follows:
“RESOLVED, on a non-binding advisory basis, to eliminate various provisions in the Existing Charter applicable only to special purpose acquisition companies.”
“RESOLVED, on a non-binding advisory basis, to increase the authorized share capital from 201,000,000 shares, consisting of (a) 200,000,000 ordinary shares, par value $0.0001 per share, and (b) 1,000,000 preference shares, par value $0.0001 per share, to authorized capital stock of 300,000,000 shares, consisting of three classes: (i) 285,000,000 shares of Class A Common Stock, $0.00001 par value per share, (ii) 5,000,000 shares of Class B Common Stock, $0.00001 par value per share, and (iii) 10,000,000 shares of Preferred Stock, $0.00001 par value per share.”
“RESOLVED, on a non-binding advisory basis, to provide that the holders of Class A Common Stock are entitled to one vote per share, while the holders of Class B Common Stock are entitled to ten votes per share, and all such holders will vote together as a single class except as otherwise required by applicable law.”
“RESOLVED, on a non-binding advisory basis, to provide that so long as any shares of Class B Common Stock remain outstanding, the holders of Class B Common Stock, voting as a separate class, shall be entitled to nominate and elect up to three members of the board of directors of New Mobix Labs (each, a “Class B Director”), remove any Class B Director, and fill any vacancy caused by the death, resignation, disqualification, removal or other cause of any Class B Director.”
“RESOLVED, on a non-binding advisory basis, to provide that, except for those directors, if any, elected by the holders of any series of preferred stock then outstanding pursuant to the Proposed Charter, for so long as the Board is classified, any director or the entire Board may be removed only for cause, and only by the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote, voting together as a single class.”
“RESOLVED, on a non-binding advisory basis, to provide that, in addition to any affirmative vote required by applicable law and/or the Proposed Charter, the vote of at least 6623% of the voting power of the Company’s outstanding shares of capital stock is required to amend certain provisions of the Proposed Charter.”
“RESOLVED, on a non-binding advisory basis, to provide that, in addition to any affirmative vote required by applicable law and/or the Proposed Charter, the vote of at least 6623% of the voting power of the Company’s outstanding shares of capital stock is required to amend the Proposed Bylaws.”
“RESOLVED, on a non-binding advisory basis, to provide that the stockholders may not take action by written consent but may only take action at annual or special meetings of stockholders;
 

 
provided, however, that, any action to be taken at any meeting of the holders of shares of Class B Common Stock, voting as a separate class, may be taken by written consent.”
“RESOLVED, on a non-binding advisory basis, to remove the renunciation of the corporate opportunity doctrine in the Existing Charter.”
“RESOLVED, on a non-binding advisory basis, to provide that the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, then another state or federal court located within the State of Delaware) shall be the exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of fiduciary duty owed by any director, officer or employee of the Company to the Company or the Company’s stockholders, (c) any civil action to interpret, apply or enforce any provision of the Delaware General Corporation Law, as amended, (d) any civil action to interpret, apply, enforce or determine the validity of the provisions of the Proposed Charter or the Proposed Bylaws or (e) any action asserting a claim governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law; provided, however, that the foregoing will not apply to any causes of action arising under the U.S. Securities Act of 1933, as amended, or the U.S. Securities Exchange Act of 1934, as amended.”
“RESOLVED, on a non-binding advisory basis, to change the Company’s corporate name to ‘Mobix Labs, Inc.’”
5.
Proposal No. 5 — The Nasdaq Proposal — To consider and vote upon an ordinary resolution to approve, for purposes of complying with applicable listing rules of The Nasdaq Capital Market, the issuance by the Company of shares of Class A Common Stock and Class B Common Stock to equityholders of Mobix Labs pursuant to the Business Combination Agreement and shares of Class A Common Stock to an accredited investor pursuant to the PIPE Subscription Agreement (the “Nasdaq Proposal”) as follows:
“RESOLVED, as an ordinary resolution, for purposes of complying with applicable listing rules of The Nasdaq Capital Market, that the issuance in accordance with the Business Combination Agreement and the PIPE Subscription Agreement of up to 23,500,000 shares of Common Stock to certain Mobix Labs equityholders to be allocated between shares of Class A Common Stock and Class B Common Stock plus up to 3,000,000 additional shares of Class A Common Stock that may be issued in exchange for Post-March 26 Financing Securities, up to 3,500,000 shares of Class A Common Stock to be issued as Earnout Shares to certain Mobix Labs equityholders, and up to 4,285,714 shares of Class A Common Stock to be issued to the PIPE Investor, including up to 1,285,714 Make-Whole Shares, be confirmed, ratified and approved in all respects.”
6.
Proposal No. 6 — The Equity Incentive Plan Proposal — To consider and vote upon an ordinary resolution to approve the Mobix Labs, Inc. 2023 Equity Incentive Plan, substantially in the form attached to this proxy statement/prospectus as Annex D, to be effective after the closing of the Transaction (the “Equity Incentive Plan Proposal”, collectively with the Transaction Proposal, the Domestication Proposal, the Organizational Documents Proposal and the Nasdaq Proposal, the “Condition Precedent Proposals”) as follows:
“RESOLVED, as an ordinary resolution, that the Mobix Labs, Inc. 2023 Equity Incentive Plan, the form of which is attached to this proxy statement/prospectus as Annex D, be effective upon the consummation of the Transaction, be and is hereby approved and adopted.”
7.
Proposal No. 7 — The Employee Stock Purchase Plan Proposal — To consider and vote upon an ordinary resolution to approve the Mobix Labs, Inc. 2023 Employee Stock Purchase Plan, substantially in the form attached to this proxy statement/prospectus as Annex E, to be effective after the closing of the Transaction (the “Employee Stock Purchase Plan Proposal”) as follows:
“RESOLVED, as an ordinary resolution, that the Mobix Labs, Inc. 2023 Employee Stock Purchase Plan, the form of which is attached to this proxy statement/prospectus as Annex E, be effective upon the consummation of the Transaction, be and is hereby approved and adopted.”
 

 
8.
Proposal No. 8 — The Director Election Proposal — To consider and vote upon an ordinary resolution to elect David Aldrich, Fabrizio Battaglia, Kurt Busch, William Carpou, Frederick Goerner, Dr. Jiong Ma, James Peterson and Keyvan Samini, to serve staggered terms on New Mobix Labs’ board of directors, with the term of the initial Class I directors (being Fabrizio Battaglia, Kurt Busch and William Carpou) to expire at the first annual meeting of New Mobix Labs stockholders following the Closing, the term of the initial Class II directors (being David Aldrich, Frederick Goerner and Keyvan Samini) to expire at the second annual meeting of New Mobix Labs stockholders following the Closing, and the term of the initial Class III directors (being Dr. Jiong Ma and James Peterson) to expire at the third annual meeting of New Mobix Labs stockholders following the Closing, or in each case, until their respective successors are duly elected and qualified or until their earlier death, resignation or removal (the “Director Election Proposal”) as follows:
“RESOLVED, as an ordinary resolution, to elect Fabrizio Battaglia, Kurt Busch and William Carpou to serve as the initial Class I directors until the first annual meeting of the New Mobix Labs stockholders following the Closing, David Aldrich, Frederick Goerner and Keyvan Samini to serve as the initial Class II directors until the second annual meeting of the New Mobix Labs stockholders following the Closing, and Dr. Jiong Ma and James Peterson to serve as the initial Class III directors until the third annual meeting of the New Mobix Labs stockholders following the Closing, or until each of their respective successors are duly elected and qualified, or until their earlier death, resignation or removal.”
9.
Proposal No. 9 — The Adjournment Proposal — To consider and vote upon an ordinary resolution to approve the adjournment of the Special Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals, in the event the Company does not receive the requisite shareholder vote to approve the Proposals (the “Adjournment Proposal”) as follows:
“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, either (x) to permit further solicitation and vote of proxies and if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes to approve the Condition Precedent Proposals or (y) to permit withdrawals by Public Shareholders of their elections to redeem their Public Shares or to enable the Sponsor, Chavant’s directors, officers, advisors or any of their respective affiliates to undertake share purchases or other transactions for the purpose of limiting the number of Public Shares electing to redeem, in each case be confirmed, ratified and approved in all respects.”
The Transaction Proposal, the Advisory Governance Proposals, the Nasdaq Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of the Chavant ordinary shares, who, being present in person (including virtually), or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. The Advisory Governance Proposals are voted upon on a non-binding advisory basis only. The Domestication Proposal and the Organizational Documents Proposal require the approval of a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the Chavant ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. The approval of each Condition Precedent Proposal is conditioned on the approval of all of the other Condition Precedent Proposals. If any of the Condition Precedent Proposals fails to receive the required approval by the Chavant shareholders at the Special Meeting, the Transaction will not be completed.
In connection with the execution of the Business Combination Agreement, the Sponsor (the ordinary shares initially purchased by Sponsor in connection with the initial public offering, the “Founder Shares”) and the director and officer holders of Chavant entered into a sponsor letter agreement (the “Sponsor Letter Agreement”) with Chavant and Mobix Labs, pursuant to which, among other things, the Sponsor and the directors and officers of Chavant agreed to vote all of their Chavant ordinary shares and Warrants in favor of
 

 
the Transaction, the Condition Precedent Proposals and all the other proposals the parties deem necessary or desirable to effect the Transaction. In addition, in connection with Chavant’s initial public offering, the initial holders of ordinary shares and Warrants of Chavant, including the Sponsor, the directors and officers of Chavant, and the permitted designees of Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC, which were representatives of the underwriters in the initial public offering (collectively with the Sponsor and the officers and directors, the “Initial Shareholders”), entered into a letter agreement with Chavant, pursuant to which they agreed to vote all their Chavant ordinary shares in favor of the Transaction. Chavant expects that the Initial Shareholders will vote their shares in favor of all of the Proposals being presented at the Special Meeting. The Initial Shareholders currently collectively own approximately 72.0% of the outstanding Chavant ordinary shares.
Each of these Proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of Chavant ordinary shares entered in the register of members of Chavant at the close of business on November 14, 2023 are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements thereof. As of the record date, there were 2,778,912 Chavant ordinary shares issued and outstanding and entitled to vote.
YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.
Whether or not you plan to participate in the virtual Special Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Special Meeting no later than the time appointed for the Special Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your Chavant ordinary shares online if you subsequently choose to participate in the virtual Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from that record. Only shareholders entered in the register of members of Chavant at the close of business on the record date may vote at the Special Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Special Meeting.
You may revoke a proxy at any time before it is voted at the Special Meeting by executing and returning a proxy card dated later than the previous one, by participating in the Special Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Morrow Sodali LLC, toll-free: (800) 662-5200, collect: (203) 658-9400, email: CLAY.info@investor.morrowsodali.com, that is received by the proxy solicitor before we take the vote at the Special Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.
The Chavant board of directors unanimously recommends that Chavant shareholders vote “FOR” approval of each of the Proposals. When you consider the Chavant board of directors’ recommendation of these Proposals, you should keep in mind that Chavant’s directors and officers have interests in the Transaction that may conflict or differ from your interests as a shareholder. See the section titled “Proposal No. 1 — The Transaction Proposal — Interests of Certain Persons in the Transaction.
On behalf of the Chavant board of directors, I thank you for your support and we look forward to the successful consummation of the Transaction.
By Order of the Board of Directors,
Dr. Jiong Ma
Chief Executive Officer
November 13, 2023
If you return your signed proxy without an indication of how you wish to vote, your shares will be voted in favor of each of the Proposals.
 

 
All holders (the “Public Shareholders”) of Chavant’s Ordinary Shares issued in the Chavant IPO (as defined herein) (the “Public Shares”) have the right to have their Public Shares redeemed for cash in connection with the proposed Transaction. Public Shareholders are not required to affirmatively vote for or against the Transaction Proposal, to vote on the Transaction Proposal at all, or to be holders of record on the record date in order to have their shares redeemed for cash. This means that any Public Shareholder holding Public Shares may exercise redemption rights regardless of whether they are even entitled to vote on the Transaction Proposal.
To exercise redemption rights, holders of Public Shares must tender their shares to Continental Stock Transfer & Trust Company, Chavant’s transfer agent, no later than two (2) business days prior to the Special Meeting. You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s Deposit Withdrawal at Custodian System. If the Transaction is not completed, then these shares will not be redeemed for cash. If you hold the shares in street name, you will need to instruct your bank or broker to withdraw the shares from your account in order to exercise your redemption rights. See “Extraordinary General Meeting — Redemption Rights” in the accompanying proxy statement/prospectus for more specific instructions.
 

 
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission by Chavant (File No. 333-271197), constitutes a prospectus of Chavant under Section 5 of the Securities Act of 1933, as amended, with respect to the securities to be issued if the Transaction described below is consummated, including to Chavant shareholders and to holders of Mobix Labs Common Stock other than the Consenting Mobix Labs Stockholders. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended with respect to the Special Meeting in lieu of the 2023 annual general meeting of Chavant shareholders at which shareholders of Chavant will be asked to consider and vote upon a proposal to approve the Transaction by the approval and adoption of the Business Combination Agreement, among other matters. This document does not serve as a prospectus for the shares of Class A Common Stock or Class B Common Stock that the Consenting Mobix Labs Stockholders will receive in the Transaction.
ENFORCEABILITY OF CIVIL LIABILITIES
We are a company incorporated under the laws of the Cayman Islands. Our chief executive officer, Dr. Jiong Ma, acts as our U.S. agent for service of process designated under the federal securities laws at the address of the office space we use from our Sponsor at 445 Park Avenue, 9th Floor, New York, NY 10022. However, some of our directors reside outside of the United States, and it may be difficult for investors to effect service of process on those directors within the United States.
Our corporate affairs will be governed by our Existing Charter, the Cayman Islands Companies Act, and the common law of the Cayman Islands prior to the Domestication. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the Cayman Islands Companies Act and the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands, as well as from English common law, the decisions of whose courts are considered persuasive authority but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.
The Cayman Islands courts are also unlikely:

to recognize or enforce against us judgments of U.S. courts based on certain civil liability provisions of U.S. securities laws; and

to impose liabilities against us, in original actions brought in the Cayman Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature.
We have been advised by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel, that there is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a non-penal judgment of a foreign court and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary, provided that: (i) the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (ii) the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company; (iii) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court; (iv) recognition or enforcement of the judgment would not be contrary to public policy in the Cayman Islands; and (v) the proceedings pursuant to which judgment was obtained were not contrary to natural justice. In appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.
 
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As a result of all of the above, Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company.
 
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FREQUENTLY USED TERMS
Definitions
In this document:
“2023 Employee Stock Purchase Plan” means the Mobix Labs, Inc. 2023 Employee Stock Purchase Plan, a copy of which is attached to this proxy statement/prospectus as Annex E.
“2023 Equity Incentive Plan” means the Mobix Labs, Inc. 2023 Equity Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex D.
“Adjournment Proposal” means the proposal to be considered at the Special Meeting to approve the adjournment of the Special Meeting to a later date or dates, if necessary, (x) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Condition Precedent Proposals or (y) to permit withdrawals by Public Shareholders of their elections to redeem their Public Shares or to enable the Sponsor, Chavant’s directors, officers, advisors or any of their respective affiliates to undertake share purchases or other transactions for the purpose of limiting the number of Public Shares electing to redeem.
“Adjustment Period VWAP” means the volume weighted average price per share of the Class A Common Stock during the 30-day period commencing on the date that is 30 days after the date on which the PIPE Resale Registration Statement is declared effective.
“Advisory Governance Proposals” means the separate non-binding sub-proposals with respect to important governance provisions in the Proposed Charter to take effect upon the Closing Date if the Organizational Documents Proposal is approved.
“Aggregate Transaction Consideration” means a number of shares of Common Stock equal to (a) the quotient obtained by dividing (i) the assumed value of Mobix Labs in an amount equal to $235 million by (ii) $10.00 plus (b) a number of shares of Class A Common Stock equal to (i) the Per Share Exchange Ratio multiplied by (ii) the number of shares of Post-March 26 Financing Securities plus (c) the number of shares of Class A Common Stock comprising the Earnout Shares.
“Amended and Restated Registration Rights Agreement” means an Amended and Restated Registration Rights and Lock-Up Agreement, to be entered into at the Closing, by and among New Mobix Labs, the Sponsor, the Representatives and their designees, certain equityholders of Chavant and certain equityholders of Mobix Labs.
“Amendment No. 1” means Amendment No. 1 to the Business Combination Agreement, dated April 7, 2023, by and among Chavant, Merger Sub and Mobix Labs.
“AOC” means active optical cables.
“Board” means Chavant’s board of directors or New Mobix Labs’ board of directors, as the context suggests.
“Business Combination Agreement” means the Business Combination Agreement, dated as of November 15, 2022, as amended by Amendment No. 1 and as may be further amended and/or restated from time to time, by and among Chavant, Merger Sub and Mobix Labs.
“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time.
“CFIUS” means the Committee on Foreign Investment in the United States.
“Chavant” means Chavant Capital Acquisition Corp., a Cayman Islands exempted company, and following the Domestication, a Delaware corporation.
“Chavant IPO” or “IPO” means Chavant’s initial public offering of units, consummated on July 19, 2021.
 
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“Chavant Promissory Notes” means the unsecured promissory notes evidencing the Working Capital Loans, which notes may be repaid upon completion of a Transaction, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Transaction into Warrants at a price of $1.00 per Warrant.
“Class A Common Stock” means the Class A Common Stock, par value $0.00001 per share, of Chavant following the Domestication, and of New Mobix Labs following the Transaction. Holders of Class A Common Stock are entitled to one vote per share, and all holders of Class A Common Stock and Class B Common Stock will vote together as a single class except as otherwise required by applicable law.
“Class B Common Stock” means the Class B Common Stock, par value $0.00001 per share, of Chavant following the Domestication, and of New Mobix Labs following the Transaction. Holders of Class B Common Stock are entitled to ten votes per share, and all holders of Class A Common Stock and Class B Common Stock will vote together as a single class except as otherwise required by applicable law. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder, upon transfer or in certain specified circumstances and will automatically convert on the seventh anniversary of the Closing.
“Class B Directors” means the three members of the board of directors that the holders of a majority of the voting power of the shares of Class B Common Stock then outstanding will be entitled to elect for so long as any shares of Class B Common Stock remain outstanding.
“Closing” means the consummation of the Transaction.
“Closing Available Cash” means an amount of cash equal to (a) the amount of cash available to be released from the Trust Account immediately prior to the Closing (after giving effect to payments to redeeming Public Shareholders pursuant to the exercise of their redemption rights), plus (b) the amount of cash proceeds (i) actually received by Chavant or Mobix Labs as of immediately prior to the Closing and/or (ii) committed prior to the Closing Date to be funded to Chavant or Mobix Labs, in each case, pursuant to any financing arrangement net of (iii) the amount of cash required to be transferred to, retained by or held in escrow for the benefit of the counterparty to any such financing arrangement; provided, however, that, for purposes of clause (b) of this definition of “Closing Available Cash,” a maximum of ten million dollars ($10,000,000) shall count towards the total amount of Closing Available Cash if funded or to be funded pursuant to any financing arrangement that is an equity line of credit, regardless of the total amount available under such equity line of credit, plus (c) the amount of cash and cash equivalents (other than excluded cash) of Chavant immediately prior to the Closing that is held in an account of Chavant outside the Trust Account.
“Closing Date” means the date upon which the Closing actually occurs.
“Closing Transaction Consideration” means the Aggregate Transaction Consideration minus the Earnout Shares.
“Code” means the Internal Revenue Code of 1986, as amended.
“Combination Period” means the period by which the Company must complete the Transaction, this being by January 22, 2024.
“Common Stock” means shares of the Class A Common Stock and the Class B Common Stock, collectively.
“Company,” “our,” “we” or “us” refers, prior to the Transaction, to Chavant, as the context suggests, and, following the Transaction, to New Mobix Labs, unless otherwise indicated in this proxy statement/prospectus.
“Condition Precedent Proposals” means the Transaction Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Equity Incentive Plan Proposal and the Nasdaq Proposal.
“Consenting Mobix Labs Stockholders” means Mobix Labs stockholders that are signatories to the Written Consent and Written Consent to Amendment No. 1.
 
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“DGCL” means the General Corporation Law of the State of Delaware, as amended.
“Director Election Proposal” means the proposal to be considered at the Special Meeting to elect Fabrizio Battaglia, Kurt Busch and William Carpou to serve as the initial Class I directors until the first annual meeting of the New Mobix Labs stockholders following the Closing, David Aldrich, Frederick Goerner and Keyvan Samini to serve as the initial Class II directors until the second annual meeting of the New Mobix Labs stockholders following the Closing, and Dr. Jiong Ma and James Peterson to serve as the initial Class III directors until the third annual meeting of the New Mobix Labs stockholders following the Closing, or until each of their respective successors is duly elected and qualified, or until their earlier death, resignation or removal.
“dollars” or “$” means U.S. dollars.
“Domesticated Warrant” means that, following the Domestication, a warrant exercisable for one share of Class A Common Stock issued by Chavant.
“Domestication” means the de-registration of Chavant as a Cayman Islands exempted company and transfer by way of continuation to the State of Delaware and domestication of Chavant into a Delaware corporation, with the Ordinary Shares becoming shares of Class A Common Stock of the Delaware corporation under the applicable provisions of the Cayman Islands Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Proposed Charter (substantially in the form attached hereto at Annex B-1) consistent with the DGCL and changing the registered office of Chavant.
“Domestication Effective Time” means the date and time of the effectiveness of the Domestication.
“Domestication Proposal” means the proposal to be considered at the Special Meeting to approve the Domestication.
“Earnout Recipients” means certain holders of Mobix Labs Common Stock, Mobix Labs Preferred Stock and Mobix Labs Options, in accordance with the Payment Spreadsheet.
“Earnout Shares” means the potential issuance of an aggregate of 3,500,000 additional shares of Class A Common Stock pursuant to the Business Combination Agreement.
“Effective Time” means the time at which the Merger becomes effective.
“EMI Solutions” means EMI Solutions, Inc.
“EMI Transaction” means the potential acquisition of EMI Solutions by Mobix Labs pursuant to the EMI Merger Agreement, entered into on September 26, 2022, by and between Mobix Labs, Ydens Holdings, LLC, Robert Ydens and Julie Ydens, whereby EMI Solutions will become a wholly-owned subsidiary of Mobix Labs.
“Employee Stock Purchase Plan Proposal” means the proposal to be considered at the Special Meeting to approve the 2023 Employee Stock Purchase Plan.
“Equity Incentive Plan Proposal” means the proposal to be considered at the Special Meeting to approve the 2023 Equity Incentive Plan.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Existing Charter” means Chavant’s current Amended and Restated Memorandum and Articles of Association.
“Financing Arrangement” means (a) the PIPE Private Placement, (b) any other private placements after the date of the Business Combination Agreement of Ordinary Shares or convertible debt securities that are convertible into Ordinary Shares, (c) any equity line of credit or other similar financing arrangement and (d) any private placement or placements pursuant to subscription agreements entered into by Mobix Labs and certain accredited investors to offer and sell Mobix Labs’ securities; provided, that, in each case, the terms of any Financing Arrangement that closes or is otherwise consummated or irrevocably committed
 
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prior to or concurrently with the Closing shall be either (i) a private placement of Ordinary Shares on terms no less favorable to Mobix Labs than those contained in the PIPE Subscription Agreement (which terms shall be deemed to be mutually agreed by Chavant and Mobix Labs) or (ii) otherwise mutually agreed upon in writing by Chavant and Mobix Labs.
“First Extension Amendment” means the amendment to Chavant’s charter to extend the date by which the Company must consummate an initial business combination from July 22, 2022 to January 22, 2023, which was approved at the extraordinary general meeting on July 14, 2022.
“Founder Shares” means the Ordinary Shares initially purchased by the Sponsor in a private placement prior to the Chavant IPO, a portion of which were subsequently transferred to certain holders in connection with the Chavant IPO, and the shares of Class A Common Stock that will be issued upon the automatic conversion of the Ordinary Shares at the time of the Domestication.
“GAAP” means United States generally accepted accounting principles.
“Initial Shareholders” means Sponsor, the directors and officers of Chavant and certain designees of the Representatives.
“Investment Company Act” means the Investment Company Act of 1940, as amended.
“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.
“Key Mobix Labs Stockholders” means holders of Mobix Labs Capital Stock collectively representing at least 50% of the outstanding shares of Mobix Labs Common Stock and Mobix Labs Preferred Stock, voting together as a single class.
“Make-Whole Shares” means additional shares of Class A Common Stock that may be issued to the PIPE Investor after the filing of the registration statement registering the resale of shares of Class A Common Stock acquired by the PIPE Investor upon satisfaction of certain conditions in the PIPE Subscription Agreement.
“Merger” means the merging of Merger Sub with and into Mobix Labs, with Mobix Labs surviving the Merger as a wholly owned subsidiary of Chavant.
“Merger Sub” means CLAY Merger Sub II, Inc., a Delaware corporation.
“Mobix Labs” or “Mobix” means Mobix Labs, Inc., a Delaware corporation.
“Mobix Labs Board” means the board of directors of Mobix Labs.
“Mobix Labs Capital Stock” means Mobix Labs Common Stock and/or Mobix Labs Preferred Stock.
“Mobix Labs Charter” means the Second Amended and Restated Certificate of Incorporation of Mobix Labs filed with the Secretary of State of the State of Delaware on February 5, 2021, as such may have been amended, supplemented or modified from time to time.
“Mobix Labs Common Stock” means shares of common stock, par value of $0.00001, of Mobix Labs.
“Mobix Labs Convertible Instrument” means outstanding SAFEs or promissory notes of Mobix Labs prior to the Closing which are convertible in accordance with their terms for Mobix Labs Common Stock or Mobix Labs Preferred Stock.
“Mobix Labs Equity Incentive Plans” means, collectively, the Mobix Labs, Inc. 2022 Incentive Compensation Plan, the Mobix Labs, Inc. 2020 Key Employee Equity Incentive Plan and the Mobix Labs, Inc. 2020 Equity Incentive Plan, as they may have been amended, supplemented or modified from time to time.
“Mobix Labs Founders Preferred Stock” means the shares of preferred stock, par value $0.00001 per share, of Mobix Labs designated as “Founders Preferred Stock” in the Mobix Labs Charter.
“Mobix Labs Options” means all outstanding options to purchase shares of Mobix Labs Common Stock, whether or not exercisable and whether or not vested, immediately prior to the Closing under any Mobix Labs Equity Incentive Plan.
 
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“Mobix Labs Preferred Stock” means the Mobix Labs Founders Preferred Stock and Mobix Labs Series A Preferred Stock.
“Mobix Labs Requisite Approval” means the vote of the holders of at least a majority in voting power of the outstanding shares of the Mobix Labs Capital Stock, including the Mobix Labs Common Stock and the Mobix Labs Preferred Stock, voting together as a single class (with the holders of Mobix Labs Preferred Stock being entitled to the number of votes per share specified in the Mobix Labs Charter).
“Mobix Labs RSUs” means all outstanding restricted stock units relating to shares of Mobix Labs Common Stock immediately prior to the Closing under any Mobix Labs Equity Incentive Plan.
“Mobix Labs Series A Preferred Stock” means the shares of preferred stock, par value $0.00001 per share, of Mobix Labs designated as “Series A Preferred Stock” in the Mobix Labs Charter.
“Mobix Labs Stockholder” means a holder of shares of Mobix Labs Common Stock and/or Mobix Labs Preferred Stock.
“Mobix Labs Warrants” means all warrants to purchase shares of Mobix Labs Common Stock outstanding prior to the Closing.
“Nasdaq” means The Nasdaq Capital Market.
“Nasdaq Proposal” means the proposal to be considered at the Special Meeting to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance by Chavant of shares of Class A Common Stock and Class B Common Stock to equityholders of Mobix Labs and the PIPE Investor.
“New Mobix Labs” means the Company after completion of the Transaction.
“New Mobix Labs Board” means the board of directors of New Mobix Labs, which is anticipated to be composed of three directors in Class I (expected to be Fabrizio Battaglia, Kurt Busch and William Carpou), three directors in Class II (expected to be David Aldrich, Frederick Goerner and Keyvan Samini) and two directors in Class III (expected to be Dr. Jiong Ma and James Peterson), with James Peterson acting as Executive Chairman, with Chavant’s current chief executive officer, Dr. Jiong Ma, acting as a director and with the holders of the Class B Common Stock entitled to elect up to three members of the New Mobix Labs Board so long as any shares of Class B Common Stock remain outstanding (expected to be Keyvan Samini, Fabrizio Battaglia and James Peterson).
“Ordinary Shares” means at any prior to the Domestication Effective Time, ordinary shares, par value $0.0001, of Chavant.
“Organizational Documents Proposal” means the proposal to be considered at the Special Meeting to approve and adopt the Proposed Charter and Amendment and the Proposed Bylaws.
“Other Mobix Labs Options” means Mobix Labs Options that are not in-the-money vested options.
“Payment Spreadsheet” means the schedule setting forth (A) the calculation of Closing Transaction Consideration (including the number of shares of Class A Common Stock and Class B Common Stock which will constitute the Closing Transaction Consideration), (B) the allocation of the Closing Transaction Consideration among (1) the holders of Mobix Labs Common Stock, (2) the holders of Mobix Labs Series A Preferred Stock, (3) the holders of Mobix Labs Founders Preferred Stock, (4) the holders of in-the-money vested Mobix Labs Options, (5) the holders of Mobix Labs Warrants and (6) the holders of Mobix Labs Convertible Instruments, (C) the calculation of the portion of Closing Transaction Consideration payable to (1) each holder of Mobix Labs Common Stock, (2) each holder of Mobix Labs Series A Preferred Stock, (3) each holder of Mobix Labs Founders Preferred Stock and (4) each holder of in-the-money vested Mobix Labs Options, (5) each holder of Mobix Labs Warrants and (6) each holder of Mobix Labs Convertible Instruments, (D) the allocation of the Earnout Shares (as defined below) among the Mobix Labs Stockholders and Mobix Labs Options holders and (E) the calculation of the portion of the Earnout Shares payable to each such recipient.
“PCAOB” means the Public Company Accounting Oversight Board.
 
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“Per Share Exchange Ratio” means the number obtained by dividing 23,500,000 by the fully diluted number of shares of Mobix Labs immediately prior to the Effective Time, which reflects the aggregate number of shares of Mobix Labs Common Stock issued and outstanding immediately prior to the Effective Time, the aggregate number of shares of Mobix Labs Common Stock into which the shares of Mobix Labs Preferred Stock could be converted (without regard to whether such shares of Mobix Labs Preferred Stock may then be converted in accordance with the Mobix Labs Charter), the aggregate number of shares of Mobix Labs Common Stock issuable upon exercise of outstanding options and warrants to purchase Mobix Labs Common Stock and Mobix Labs Convertible Instruments that convert into Mobix Labs Common Stock or shares of Mobix Labs Preferred Stock, and the aggregate number of shares of Mobix Labs Common Stock issuable upon vesting and settlement of outstanding Mobix Labs RSUs, which fully diluted number excludes the shares of Post-March 26 Financing Securities.
“PFIC” means passive foreign investment company.
“PIPE Investor” means the subscriber that agreed to purchase shares of Class A Common Stock, substantially concurrently with the Closing, on the terms and subject to the conditions of the PIPE Subscription Agreement.
“PIPE Private Placement” means the private placement of Class A Common Stock pursuant to which the PIPE Investor, upon the terms and subject to the conditions set forth in the PIPE Subscription Agreement, will purchase 3,000,000 shares of Class A Common Stock for a purchase price of $10.00 per share, for an aggregate purchase price of $30,000,000, and will be entitled to receive Make-Whole Shares.
“PIPE Resale Registration Statement” means a registration statement that Chavant has agreed to file to register the resale of the shares of Class A Common Stock acquired by the PIPE Investor within 45 days of Closing pursuant to the PIPE Subscription Agreement.
“PIPE Subscription Agreement” means the PIPE Subscription Agreement, dated November 15, 2022, entered into between Chavant and the PIPE Investor in connection with the Private Placement, which is included as Exhibit 10.8 to the registration statement on Form S-4 of which this proxy statement/prospectus forms a part.
“Post-Closing RSUs” means restricted stock units covering up to 5,000,000 shares of Class A Common Stock that may be granted on the first, second and third anniversaries of the Closing Date to certain directors and officers of Mobix Labs in the event that such director or officer continues to be employed with or provide services to Mobix Labs on each such date in accordance with their employment or service agreements with Mobix Labs. Each of these RSUs will vest on the first anniversary of the applicable grant date, subject to the recipient’s continuous service to New Mobix Labs through the applicable grant dates and vesting dates.
“Post-March 26 Financing Securities” means any shares of (i) Mobix Labs Common Stock, or (ii) Mobix Labs Common Stock issuable upon exercise or conversion of Mobix Labs Warrants, Mobix Labs Convertible Instruments or convertible debt, in each case, where such Mobix Labs securities were issued for cash and in accordance with the Business Combination Agreement, and as a result of, or in connection with, any private placement entered into by Mobix Labs after March 26, 2023.
“Preferred Stock” means the preferred stock, par value $0.00001 per share, of Chavant following the Domestication, and of New Mobix Labs following the Transaction.
“Private Warrants” means the warrants to purchase Ordinary Shares purchased in a private placement in connection with the Chavant IPO, which will be converted into warrants to purchase shares of Class A Common Stock at the Domestication Effective Time.
“Proposal” means each of the proposals Chavant will ask its shareholders to vote in favor of at the Special Meeting.
“Proposed Amendment” means the Certificate of Amendment of the Company which, if approved, would take effect upon the Closing, a form of which is attached hereto as Annex B-3.
 
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“Proposed Bylaws” mean the proposed bylaws of the Company to be in effect following the Transaction, a form of which is attached hereto as Annex C.
“Proposed Charter” means the Certificate of Incorporation of the Company which, if approved, would take effect upon the Domestication, a form of which is attached hereto as Annex B-1.
“Proposed Charter and Amendment” means, collectively, the Proposed Charter and the Proposed Amendment.
“Proposed Organizational Documents” means, collectively, the Proposed Charter and Amendment and the Proposed Bylaws.
“Public Shares” means the Ordinary Shares issued as part of the Units sold in the Chavant IPO, which will be converted into shares of Class A Common Stock at the Domestication Effective Time.
“Public Shareholders” means holders of Public Shares, whether acquired in the Chavant IPO or acquired in the secondary market.
“Public Warrants” means the warrants included in the Units sold in Chavant’s IPO, each of which is exercisable for one Ordinary Share, in accordance with its terms, which will be converted into warrants to purchase shares of Class A Common Stock at the Domestication Effective Time.
“Redemption Limitation” means, collectively, the (a) the limitation that Chavant would not redeem the Public Shares to the extent that such redemption would cause Chavant’s net tangible assets to be less than $5,000,001 and (b) the limitation that Chavant would not consummate a business combination unless Chavant has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such business combination, which limitations in clauses (a) and (b) were removed from the Amended and Restated Articles of Association of Chavant in connection with the Third Extension.
“Representatives” means Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC, which acted as representatives of the underwriters in the Chavant IPO.
“Representative Warrants” means 605,668 Private Warrants issued to the designees of the Representatives.
“SEC” means the U.S. Securities and Exchange Commission.
“Second Extension” or “Chavant Extension” means the extension of the date by which the Company must consummate an initial business combination from January 22, 2023 to July 22, 2023, which extension has been approved by Chavant’s shareholders.
“Second Extension Amendment” means an amendment to Chavant’s charter to extend the date by which the Company must consummate an initial business combination from January 22, 2023 to July 22, 2023, which was approved at the extraordinary general meeting on January 6, 2023.
“Securities Act” means the Securities Act of 1933, as amended.
“Special Meeting” means the extraordinary general meeting of Chavant that is the subject of this proxy statement/prospectus.
“Sponsor” means Chavant Capital Partners LLC, a Delaware limited liability company.
“Sponsor Letter Agreement” means that certain Sponsor Letter Agreement, dated as of November 15, 2022, by and among Mobix Labs, Chavant, Sponsor and certain director and officer holders of Chavant, which is filed as Exhibit 10.7 hereto and incorporated by reference herein.
“Third Extension” means the extension of the date by which the Company must consummate an initial business combination from July 22, 2023 to January 22, 2024, which extension has been approved by Chavant’s shareholders.
 
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“Third Extension Amendment” means an amendment to Chavant’s charter to extend the date by which the Company must consummate an initial business combination from July 22, 2023 to January 22, 2024, which was approved at the extraordinary general meeting on July 18, 2023.
“Transaction” means the Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement, including the PIPE Private Placement, the Sponsor Letter Agreement, and the Written Consents.
“Transaction Proposal” means the proposal to be considered at the Special Meeting to approve the Transaction.
“Trust Account” means the trust account that holds a portion of the proceeds of the Chavant IPO and the concurrent sale of the Private Warrants.
“U.S. Holder” means a beneficial owner of Chavant’s securities who or that is, for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia; (iii) an estate whose income is subject to U.S. federal income tax regardless of its source; or (iv) a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a United States person.
“Units” means at any time prior to the Domestication Effective Time, one Ordinary Share and three-quarters of one Warrant.
“VWAP” means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value per share on such date(s) as reasonably determined in good faith by a majority of the disinterested independent directors of the board of directors (or equivalent governing body) of New Mobix Labs at such time. All such determinations shall be appropriately adjusted for any share splits, share capitalizations, reorganizations, recapitalizations and other similar events during such period.
“Warrant Agreement” means that certain warrant agreement, dated July 19, 2021, by and between Chavant and Continental Stock Transfer & Trust Company.
“Warrants” means (a) at any time prior to the Domestication Effective Time, warrants to purchase Ordinary Shares as contemplated under the Warrant Agreement, with each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50, and (b) from and after the Domestication Effective Time, warrants to purchase shares of Class A Common Stock as contemplated under the Warrant Agreement, as amended pursuant to an amendment to be effective as of the Domestication Effective Time, with each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50.
“Working Capital Loans” means non-interest bearing loans which are made by the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to Chavant as may be required for Chavant’s working capital needs, which loans are evidenced by the Chavant Promissory Notes.
“Written Consent” means the irrevocable stockholder written consent in lieu of a meeting containing the requisite vote by the Mobix Labs Stockholders (including the Key Mobix Labs Stockholders) in favor of the approval and adoption of the Business Combination Agreement, the Transaction and all other transactions contemplated by the Business Combination Agreement. The Written Consent was delivered to Chavant on November 15, 2022.
 
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“Written Consent to Amendment No. 1” means the irrevocable stockholder written consent in lieu of a meeting containing the requisite vote by the Mobix Labs Stockholders (including the Key Mobix Labs Stockholders) dated April 6, 2023, thereby adopting and approving Amendment No. 1. The Written Consent to Amendment No. 1 was delivered to Chavant on April 7, 2023.
“Written Consents” means the Written Consent and the Written Consent to Amendment No. 1.
MARKET AND INDUSTRY DATA
Within this proxy statement/prospectus, Mobix Labs references information and statistics regarding the wireless and connectivity industries. Mobix Labs has obtained this information and statistics from various independent third-party sources, including independent industry publications, reports by market research firms and other independent sources, including:

Allied Market Research, Active Optical Cable Market, May 2021.

Digitimes Asia, 79GHz to Replace 24GHz For Automotive Millimeter-Wave Radar Sensors, September 2017.

Global Mobile Suppliers Association (GSA), 5G Standalone, January 2023.

IDTechEx, 5G Technology, Market and Forecast (2019-2029), December 2019.

MarketsandMarkets, 5G Chipset Market with COVID-19 Impact, November 2020.

MarketsandMarkets, Satellite Communication (SATCOM) Equipment Market, September 2021.
Some data and other information contained in this proxy statement/prospectus are also based on management’s estimates and calculations, which are derived from Mobix Labs’ review and interpretation of internal surveys and independent sources. Data regarding the industries in which Mobix Labs competes and its market position and market share within these industries are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond our control, but Mobix Labs believes they generally indicate size, position and market share within such industries. While Mobix Labs believes its internal company research and estimates are reliable, such research and estimates have not been verified by any independent source. In addition, assumptions and estimates of Mobix Labs and Mobix Labs’ industries’ future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause Mobix Labs’ future performance to differ materially from our assumptions and estimates. As a result, you should be aware that market, ranking and other similar industry data included in this proxy statement/prospectus, and estimates and beliefs based on that data, may not be reliable. Neither Mobix Labs, Mobix Labs Stockholders, Chavant or Chavant’s shareholders can guarantee the accuracy or completeness of any such information contained in this proxy statement/prospectus.
TRADEMARKS, TRADE NAMES AND SERVICE MARKS
Mobix Labs uses certain trademarks, trade names and service marks in connection with the operation of its business, including “Mobix Labs,” “Mobixell,” “True5G” and “Shaping Tomorrow’s Connectivity”. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols.
 
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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE RELATED PROPOSALS
The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Transaction. The following questions and answers may not include all the information that is important to Chavant shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.
Q.
Why am I receiving this proxy statement/prospectus?
A.
Chavant has entered into a Business Combination Agreement with Merger Sub and Mobix Labs, pursuant to which: on the business day immediately prior to the Closing, Chavant will de-register as an exempted company registered in the Cayman Islands and transfer by way of continuation to the State of Delaware, where it will then immediately domesticate as a Delaware corporation under the laws of the State of Delaware; subsequently, upon the Closing, Merger Sub will merge with and into Mobix Labs, with Mobix Labs surviving the Merger as a wholly-owned direct subsidiary of Chavant. Upon the Closing, Chavant will be renamed Mobix Labs, Inc., and Mobix Labs will be renamed Mobix Labs Operations, Inc. A copy of the Business Combination Agreement and Amendment No. 1 to the Business Combination Agreement are attached to this proxy statement/prospectus as Annex A-1 and Annex A-2, respectively. Chavant shareholders are being asked to consider and vote on the Transaction Proposal to approve the adoption of the Business Combination Agreement and approve the Transaction, among other Proposals.
There currently are 2,778,912 Ordinary Shares issued and outstanding, consisting of 778,912 Public Shares and 2,000,000 Founder Shares. In addition, there currently are 9,400,000 Warrants issued and outstanding, consisting of 6,000,000 Public Warrants and 3,400,000 Private Warrants. Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Warrants will become exercisable 30 days after the completion of a business combination, and expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation. Under Chavant’s Existing Charter, Chavant must provide all Public Shareholders with the opportunity to have their Public Shares redeemed for cash upon the consummation of Chavant’s initial business combination in conjunction with a shareholder vote.
This proxy statement/prospectus is being sent to Chavant shareholders who owned Ordinary Shares at the close of business on the record date for the Special Meeting and are therefore entitled to vote at the Special Meeting. This proxy statement/prospectus and its annexes contain important information about the proposed Transaction and the Proposals to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of Chavant with respect to the Class A Common Stock issuable to Chavant shareholders and to holders of Mobix Labs Common Stock in connection with the Transaction. However, this document does not serve as a prospectus for the shares of Class A Common Stock or Class B Common Stock that the Consenting Mobix Labs Stockholders will receive in the Transaction.
See “Chavant’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the remainder of this proxy statement/prospectus for additional information about Chavant’s Ordinary Shares, Warrants and financial condition, including with respect to events occurring after the last balance sheet date of the consolidated financial statements of Chavant included elsewhere in this proxy statement/prospectus.
Q.
Why is Chavant proposing the Transaction Proposal?
A.
Chavant was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Chavant is not limited to any particular industry or geographic region.
Chavant received $80,000,000 in net proceeds from the sale of the Units in the Chavant IPO and sale of the Private Warrants, which was placed into the Trust Account immediately following the Chavant
 
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IPO. At an extraordinary general meeting held on July 14, 2022, Chavant shareholders were asked to approve a proposal to amend Chavant’s charter (the “First Extension Amendment”) to extend the date by which Chavant must consummate an initial business combination from July 22, 2022 to January 22, 2023. The proposal was approved and certain Chavant shareholders holding 7,046,967 Ordinary Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, $70,573,278 (approximately $10.01 per share) was deducted from the Trust Account to pay such holders. In connection with the First Extension Amendment, Chavant agreed to deposit $31,450 (at a rate of $0.033 per non-redeeming Public Share) for each subsequent monthly period needed by Chavant to complete a business combination by January 22, 2023.
At a second extraordinary general meeting on January 6, 2023, Chavant shareholders were asked to approve a further extension of the date by which Chavant must consummate an initial business combination (the “Second Extension Amendment”) from January 22, 2023 to July 22, 2023. The proposal was approved, and certain Chavant shareholders holding 96,991 Ordinary Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, $1,004,600 (approximately $10.36 per share) was deducted from the Trust Account to pay such holders. In connection with the Second Extension Amendment, Chavant agreed to deposit $42,802 (at a rate of $0.05 per non-redeeming Public Share) for each subsequent monthly period needed by Chavant to complete a business combination by July 22, 2023. At a third extraordinary general meeting on July 18, 2023, Chavant shareholders were asked to approve a further extension of the date by which Chavant must consummate an initial business combination (the “Third Extension Amendment”) from July 22, 2023 to January 22, 2024. The proposal was approved, and certain Chavant shareholders holding 77,130 Ordinary Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, $841,807 (approximately $10.91 per share) was deducted from the Trust Account to pay such holders. In connection with the Third Extension Amendment, Chavant agreed to deposit $38,946 (at a rate of $0.05 per non-redeeming Public Share) for each subsequent monthly period needed by Chavant to complete a business combination by January 22, 2024. Following the redemptions of the Public Shares described above, the 2,000,000 Founder Shares that remain outstanding represented 72.0% of the Company’s issued and outstanding ordinary shares.
As of September 30, 2023, the Trust Account had a total balance of approximately $8,676,157. In accordance with Chavant’s Existing Charter, the funds held in the Trust Account will be released upon the consummation of the Transaction. See the question entitled “What happens to the funds held in the Trust Account upon the consummation of the Transaction?
Chavant’s Board has unanimously approved the Transaction and is recommending the Transaction to Chavant’s shareholders for a variety of reasons. Please see the section titled “The Transaction — Chavant’s Board of Directors’ Reasons for the Approval of the Transaction” for additional information.
Q.
Why is Chavant proposing the Domestication?
A.
The Chavant Board believes that there are advantages to Mobix Labs that will arise as a result of a change of domicile to Delaware, including (i) the prominence, predictability and flexibility of Delaware law, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing as discussed in greater detail in the section entitled “Proposal No. 2 — The Domestication Proposal — Reasons for the Domestication.” The Chavant Board believes that any direct benefit that Delaware law provides to a corporation also indirectly benefits shareholders, who are the owners of the corporation. Additionally, in the negotiations that led to the Business Combination Agreement, Mobix Labs required the Domestication as a condition to consummating the Transaction. To effect the Domestication, Chavant will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Chavant will be domesticated and continue as a Delaware corporation under the name “Chavant Capital Acquisition Corp.” ​(until such time Chavant changes its name to “Mobix Labs, Inc.” in connection with the Merger).
 
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The approval of the Domestication Proposal is a condition to the closing of the transactions contemplated by the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Special Meeting.
Q.
What amendments will be made to the current organizational documents of Chavant?
A.
The consummation of the Transaction is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Transaction, Chavant’s shareholders also are being asked to consider and vote upon a proposal to approve the Domestication and replace Chavant’s Existing Charter under Cayman Islands law with the Proposed Organizational Documents under the DGCL, which differ from the Existing Charter in several material respects, including those described below:
Delaware
Cayman Islands
Stockholder/Shareholder Approval of Mergers
Mergers generally require approval of holders of a majority in voting power of all outstanding shares. Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the assets of the constituent companies must also consent.
Mergers in which less than 20% of the acquirer’s stock is issued and of which the acquiror is not a constituent generally do not require acquirer stockholder approval. All mergers (other than parent/subsidiary mergers) require shareholder approval — there is no exception for smaller mergers.
Mergers in which one corporation owns 90% or more of each class of voting stock of a second corporation generally may be completed without the vote of the second corporation’s board of directors or stockholders. Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder. A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 75% in value of shareholders in attendance and voting at a general meeting.
Stockholder/Shareholder Votes for Routine Matters
Generally, approval of routine corporate matters that are put to a stockholder vote requires the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. Under the Cayman Islands Companies Act and the Existing Charter, routine corporate matters may be approved (subject to quorum requirements) by an ordinary resolution (being a resolution passed by a simple majority of the shareholders attending and voting at a quorate meeting).
Appraisal Rights
Generally, a stockholder of a publicly traded corporation who receives shares of the surviving corporation or of a public Minority shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be
 
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Delaware
Cayman Islands
corporation does not have appraisal rights in connection with a merger, except in certain circumstances. determined by the court, subject to certain exceptions. Cayman Islands dissent rights are not applicable to the Domestication.
Inspection of Books and Records
Any stockholder may inspect the corporation’s books and records for a proper purpose upon proper demand during the usual hours for business. Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company.
Stockholder/Shareholder Lawsuits
A stockholder may bring a derivative suit subject to ownership and procedural requirements (including adopting Delaware as the exclusive forum as per the Advisory Governance Proposal 4(j)). In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances.
Fiduciary Duties of Directors
Generally, directors must exercise a duty of care and duty of loyalty (including good faith) to the corporation and its stockholders.
A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole.
In addition to fiduciary duties, directors owe a duty of care, diligence and skill. Such duties are owed to the company but may be owed directly to creditors or shareholders in certain limited circumstances
Indemnification of Directors and Officers
A corporation is generally permitted to indemnify its directors and officers acting in good faith. A Cayman Islands company generally may indemnify its directors or officers except with regard to fraud or willful default.
Limited Liability of Directors and Officers
Permits limiting or eliminating the monetary liability of directors and certain officers to a corporation or its stockholders, except with regard to breaches of duty of loyalty, actions or omissions not in good faith or involving intentional misconduct or knowing violations of the law, unlawful repurchases or redemptions of shares or dividends, or improper personal benefit. Liability of directors may be eliminated, except with regard to their own fraud or willful default.
Q.
How will the Domestication affect my Chavant securities?
A.
On the effective date of the Domestication, (a) each outstanding Ordinary Share will automatically convert into one share of Class A Common Stock and (b) each outstanding Warrant to purchase one Ordinary Share will automatically convert into one Warrant to purchase one share of Class A Common Stock. In addition, at a moment in time after the effectiveness of the Domestication and before the Closing, each outstanding Unit, which will consist of one share of Class A Common Stock and three-quarters of one Warrant, with each whole Warrant exercisable for one share of Class A Common Stock, will be separated into its component Class A Common Stock and Warrant.
 
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Q.
What are the U.S. federal income tax consequences of the Domestication?
A.
As discussed more fully under “Material U.S. Federal Income Tax Considerations,” and based on, and subject to, the assumptions, qualifications and limitations set forth in the opinion included as Exhibit 8.1 hereto, it is the opinion of Simpson Thacher & Bartlett LLP that the Domestication should qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a statutory conversion of a corporation holding only investment-type assets such as Chavant, there is uncertainty as to whether the Domestication would qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code. Assuming that the Domestication so qualifies, and subject to the PFIC rules discussed below and under “Material U.S. Federal Income Tax Considerations,” U.S. Holders (as defined therein) will be subject to Section 367(b) of the Code and, as a result:

A U.S. Holder whose Ordinary Shares have a fair market value of less than $50,000 on the date of the Domestication and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of shares of Chavant entitled to vote and less than 10% of the total value of all classes of shares of Chavant will not recognize any gain or loss and will not be required to include any part of Chavant’s earnings in income;

A U.S. Holder whose Ordinary Shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of Chavant shares entitled to vote and less than 10% of the total value of all classes of Chavant shares generally will recognize gain (but not loss) on the exchange of Ordinary Shares for Class A Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” ​(as defined in the Treasury Regulations under Section 367 of the Code) attributable to its Ordinary Shares provided certain other requirements are satisfied; and

A U.S. Holder who owns (actually or constructively) 10% or more of the total combined voting power of all classes of Chavant shares entitled to vote or 10% or more of the total value of all classes of Chavant shares generally will be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to its Ordinary Shares.
Chavant does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication. As discussed more fully under “Material U.S. Federal Income Tax Considerations,” Chavant believes that it is likely classified as a PFIC for U.S. federal income tax purposes. In such case, notwithstanding the U.S. federal income tax consequences of the Domestication discussed above, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of Ordinary Shares or Warrants for Class A Common Stock or Warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “Material U.S. Federal Income Tax Considerations” with respect to their Ordinary Shares generally are not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Currently, there are no elections available that apply to the Warrants, and the application of the PFIC rules to the Warrants is unclear. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the section entitled “Material U.S. Federal Income Tax Considerations.”
Each U.S. Holder of Ordinary Shares or Warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of Ordinary Shares and Warrants for Class A Common Stock and Warrants pursuant to the Domestication.
 
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Additionally, the Domestication may cause non-U.S. Holders to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such non-U.S. Holder’s Class A Common Stock after the Domestication.
The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see the section entitled “Material U.S. Federal Income Tax Considerations.”
Q.
What matters will shareholders consider at the Special Meeting?
A:
Chavant shareholders are being asked to vote on the following proposals:
1.
Proposal No. 1 — The Transaction Proposal — To consider and vote upon an ordinary resolution to approve the Transaction as follows:
“RESOLVED, as an ordinary resolution, that the Company’s entry into the Business Combination Agreement, dated as of November 15, 2022, as amended by Amendment No. 1 to the Business Combination Agreement, dated as of April 7, 2023 (copies of which are attached to the proxy statement/prospectus as Annex A-1 and Annex A-2, respectively), and as further amended or otherwise modified from time to time, by and among the Company, CLAY Merger Sub II, Inc., a Delaware corporation, and Mobix Labs, Inc., a Delaware corporation, and the transactions contemplated thereby be confirmed, ratified and approved in all respects.”
2.
Proposal No. 2 — The Domestication Proposal — To consider and vote upon a special resolution to approve the Domestication as follows:
“RESOLVED, as a special resolution, that the Company be de-registered as an exempted company incorporated in the Cayman Islands pursuant to Article 47 of the Amended and Restated Memorandum and Articles of Association of the Company and the Cayman Islands Companies Act (As Revised) and be transferred by way of continuation to the State of Delaware and domesticate as a corporation in the State of Delaware.”
3.
Proposal No. 3 — The Organizational Documents Proposal — To consider and vote upon a special resolution to approve and adopt the proposed new certificate of incorporation, substantially in the form attached to this proxy statement/prospectus as Annex B-1, and bylaws, substantially in the form attached to this proxy statement/prospectus as Annex C, in each case, to be effective upon the consummation of the Domestication, and the certificate of amendment of certificate of incorporation to change the Company’s name to “Mobix Labs, Inc.”, substantially in the form attached to this proxy statement/prospectus as Annex B-3, to be filed and effective immediately following the effectiveness of the Merger, as follows:
“RESOLVED, as a special resolution, that, the certificate of incorporation and bylaws of the Company (forms of which are annexed to the proxy statement/prospectus as Annex B-1 and Annex C), be approved as the certificate of incorporation and bylaws, respectively, of the Company, in each case to be effective upon the effectiveness of the Domestication, and that the certificate of amendment of certificate of incorporation (the form of which is annexed to the proxy statement/prospectus as Annex B-3) be approved to be filed and effective immediately following the effectiveness of the Merger.”
4.
Proposal No. 4 — The Advisory Governance Proposals — To consider and vote upon, as an ordinary resolution, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as eleven non-binding sub-proposals, as follows:
“RESOLVED, on a non-binding advisory basis, to eliminate various provisions in the Existing Charter applicable only to special purpose acquisition companies.”
 
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“RESOLVED, on a non-binding advisory basis, to increase the authorized share capital from 201,000,000 shares, consisting of (a) 200,000,000 ordinary shares, par value $0.0001 per share, and (b) 1,000,000 preference shares, par value $0.0001 per share, to authorized capital stock of 300,000,000 shares, consisting of three classes: (i) 285,000,000 shares of Class A Common Stock, $0.00001 par value per share, (ii) 5,000,000 shares of Class B Common Stock, $0.00001 par value per share, and (iii) 10,000,000 shares of Preferred Stock, $0.00001 par value per share.”
“RESOLVED, on a non-binding advisory basis, to provide that the holders of Class A Common Stock are entitled to one vote per share, while the holders of Class B Common Stock are entitled to ten votes per share, and all such holders will vote together as a single class except as otherwise required by applicable law.”
“RESOLVED, on a non-binding advisory basis, to provide that so long as any shares of Class B Common Stock remain outstanding, the holders of Class B Common Stock, voting as a separate class, shall be entitled to nominate and elect up to three members of the board of directors of New Mobix Labs (each, a “Class B Director”), remove any Class B Director, and fill any vacancy caused by the death, resignation, disqualification, removal or other cause of any Class B Director.”
“RESOLVED, on a non-binding advisory basis, to provide that, except for those directors, if any, elected by the holders of any series of preferred stock then outstanding pursuant to the Proposed Charter, for so long as the Board is classified, any director or the entire Board may be removed only for cause, and only by the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote, voting together as a single class.”
“RESOLVED, on a non-binding advisory basis, to provide that, in addition to any affirmative vote required by applicable law and/or the Proposed Charter, the vote of at least 6623% of the voting power of the Company’s outstanding shares of capital stock is required to amend certain provisions of the Proposed Charter.”
“RESOLVED, on a non-binding advisory basis, to provide that, in addition to any affirmative vote required by applicable law and/or the Proposed Charter, the vote of at least 6623% of the voting power of the Company’s outstanding shares of capital stock is required to amend the Proposed Bylaws.”
“RESOLVED, on a non-binding advisory basis, to provide that, the stockholders may not take action by written consent but may only take action at annual or special meetings of stockholders; provided, however, that, any action to be taken at any meeting of the holders of shares of Class B Common Stock, voting as a separate class, may be taken by written consent.”
“RESOLVED, on a non-binding advisory basis, to remove the renunciation of the corporate opportunity doctrine in the Existing Charter.”
“RESOLVED, on a non-binding advisory basis, to provide that the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, then another state or federal court located within the State of Delaware) shall be the exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of fiduciary duty owed by any director, officer or employee of the Company to the Company or the Company’s stockholders, (c) any civil action to interpret, apply or enforce any provision of the Delaware General Corporation Law, as amended, (d) any civil action to interpret, apply, enforce or determine the validity of the provisions of the Proposed Charter or the Proposed Bylaws or (e) any action asserting a claim governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law; provided, however, that the foregoing will not apply to any causes of action arising under the U.S. Securities Act of 1933, as amended, or the U.S. Securities Exchange Act of 1934, as amended.”
“RESOLVED, on a non-binding advisory basis, to change the Company’s corporate name to ‘Mobix Labs, Inc.’”
 
18

 
5.
Proposal No. 5 — The Nasdaq Proposal — To consider and vote upon an ordinary resolution to approve, for purposes of complying with applicable listing rules of The Nasdaq Capital Market, the issuance by the Company of shares of Class A Common Stock and Class B Common Stock to equityholders of Mobix Labs pursuant to the Business Combination Agreement and shares of Class A Common Stock to an accredited investor pursuant to the PIPE Subscription Agreement as follows:
“RESOLVED, as an ordinary resolution, for purposes of complying with applicable listing rules of The Nasdaq Capital Market, that the issuance in accordance with the Business Combination Agreement and the PIPE Subscription Agreement of up to 23,500,000 shares of Common Stock to certain Mobix Labs equityholders to be allocated between shares of Class A Common Stock and Class B Common Stock plus up to 3,000,000 additional shares of Class A Common Stock that may be issued in exchange for Post-March 26 Financing Securities, up to 3,500,000 shares of Class A Common Stock to be issued as Earnout Shares to certain Mobix Labs equityholders, and up to 4,285,714 shares of Class A Common Stock to be issued to the PIPE Investor, including up to 1,285,714 Make-Whole Shares, be confirmed, ratified and approved in all respects.”
6.
Proposal No. 6 — The Equity Incentive Plan Proposal — To consider and vote upon an ordinary resolution to approve the Mobix Labs, Inc. 2023 Equity Incentive Plan, substantially in the form attached to this proxy statement/prospectus as Annex D, to be effective after the closing of the Transaction as follows:
“RESOLVED, as an ordinary resolution, that the Mobix Labs, Inc. 2023 Equity Incentive Plan, the form of which is attached to this proxy statement/prospectus as Annex D, be effective upon the consummation of the Transaction, be and is hereby approved and adopted.”
7.
Proposal No. 7 — The Employee Stock Purchase Plan Proposal — To consider and vote upon an ordinary resolution to approve the Mobix Labs, Inc. 2023 Employee Stock Purchase Plan, substantially in the form attached to this proxy statement/prospectus as Annex E, to be effective after the closing of the Transaction as follows:
“RESOLVED, as an ordinary resolution, that the Mobix Labs, Inc. 2023 Employee Stock Purchase Plan, the form of which is attached to this proxy statement/prospectus as Annex E, be effective upon the consummation of the Transaction, be and is hereby approved and adopted.”
8.
Proposal No. 8 — The Director Election Proposal — To consider and vote upon an ordinary resolution to elect David Aldrich, Fabrizio Battaglia, Kurt Busch, William Carpou, Frederick Goerner, Dr. Jiong Ma, James Peterson and Keyvan Samini to serve staggered terms on New Mobix Labs’ board of directors, with the term of the initial Class I directors (being Fabrizio Battaglia, Kurt Busch and William Carpou) to expire at the first annual meeting of New Mobix Labs stockholders following the Closing, the term of the initial Class II directors (being David Aldrich, Frederick Goerner and Keyvan Samini) to expire at the second annual meeting of New Mobix Labs stockholders following the Closing, and the term of the initial Class III directors (being Dr. Jiong Ma and James Peterson) to expire at the third annual meeting of New Mobix Labs stockholders following the Closing, or in each case, until their respective successors are duly elected and qualified or until their earlier death, resignation or removal (the “Director Election Proposal”) as follows:
“RESOLVED, as an ordinary resolution, to elect Fabrizio Battaglia, Kurt Busch and William Carpou to serve as the initial Class I directors until the first annual meeting of the New Mobix Labs stockholders following the Closing, David Aldrich, Frederick Goerner and Keyvan Samini to serve as the initial Class II directors until the second annual meeting of the New Mobix Labs stockholders following the Closing, and Dr. Jiong Ma and James Peterson to serve as the initial Class III directors until the third annual meeting of the New Mobix Labs stockholders following the Closing, or until each of their respective successors are duly elected and qualified, or until their earlier death, resignation or removal.”
 
19

 
9.
Proposal No. 9 — The Adjournment Proposal — To consider and vote upon an ordinary resolution to approve the adjournment of the Special Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals, in the event the Company does not receive the requisite shareholder vote to approve the Proposals as follows:
“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, either (x) to permit further solicitation and vote of proxies and if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes to approve the Condition Precedent Proposals or (y) to permit withdrawals by Public Shareholders of their elections to redeem their Public Shares or to enable the Sponsor, Chavant’s directors, officers, advisors or any of their respective affiliates to undertake share purchases or other transactions for the purpose of limiting the number of Public Shares electing to redeem, in each case be confirmed, ratified and approved in all respects.”
Q.
Are any of the proposals conditioned on one another?
A.
The approval of each of the Condition Precedent Proposals (i.e., the Transaction Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Equity Incentive Plan Proposal and the Nasdaq Proposal) is a condition to the consummation of the Transaction. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the other Condition Precedent Proposals. If any one of the Condition Precedent Proposals fails to receive the required approval by the Chavant shareholders at the Special Meeting, the Transaction may not be consummated. If Chavant does not consummate the Transaction and fails to complete an initial business combination by January 22, 2024 or obtain the approval of Chavant shareholders to extend the deadline for Chavant to consummate an initial business combination, then Chavant will be required to wind up, dissolve and liquidate.
Q.
What are the recommendations of Chavant’s board of directors?
A:
The Chavant Board believes that the Transaction Proposal and the other proposals to be presented at the Special Meeting are in the best interest of Chavant’s shareholders and unanimously recommends that our shareholders vote “FOR” the Transaction Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, “FOR” the Advisory Governance Proposals, “FOR” the Nasdaq Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” each of the directors put forth in the Director Election Proposal and “FOR” the Adjournment Proposal, if presented to the Special Meeting.
The existence of financial and personal interests of Chavant’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of the Company and its shareholders and what may be best for a director’s or officer’s personal interests when determining to recommend that shareholders vote for the proposals. These conflicts of interest include, among other things, that if we do not consummate an initial business combination by January 22, 2024, we may be forced to liquidate, and the 1,580,813 Founder Shares and 2,794,332 Private Warrants owned by our Sponsor, and 1,706,031 Founder Shares beneficially owned by our directors and officers, would be worthless. See the sections entitled “Summary of the Proxy Statement/Prospectus — Interests of Certain Persons in the Transaction” for more information.
Q.
What will happen upon the consummation of the Transaction?
A.
Pursuant to the Business Combination Agreement, and upon the terms and subject to the conditions set forth therein, Chavant will acquire Mobix Labs in a series of transactions we collectively refer to as the “Transaction.” On the business day immediately prior to the Closing, Chavant will transfer its registration from the Cayman Islands to the State of Delaware, where it will then immediately incorporate as a Delaware corporation. At the Closing, Merger Sub will be merged with and into Mobix Labs, with Mobix Labs surviving the Merger as a wholly-owned direct subsidiary of Chavant. Upon the consummation of the Transaction, Chavant will be named “Mobix Labs, Inc.” Upon the consummation
 
20

 
of the Transaction, New Mobix Labs will own 100% of the outstanding equity interests of Mobix Labs, and, based on the Per Share Exchange Ratio, (1) each outstanding share of common stock of Mobix Labs will be converted into the right to receive shares of Class A Common Stock; (2) each share of Mobix Labs Preferred Stock, including Mobix Labs Series A Preferred Stock and Mobix Labs Founders Preferred Stock, issued and outstanding immediately prior to the Closing will be converted into the right to receive shares of Class B Common Stock; (3) each outstanding stock option of Mobix Labs that is an in-the-money vested option will be converted into the right to receive shares of Class A Common Stock on a net settlement basis; (4) each stock option of Mobix Labs that is not an in-the-money vested option (“Other Mobix Labs Options”) will be assumed by Chavant and converted into an option to purchase shares of Class A Common Stock (collectively, the “Assumed Options”); (5) each outstanding unvested restricted stock unit (“RSU”) of Mobix Labs will be assumed by Chavant and converted into an RSU covering shares of Class A Common Stock (collectively, the “Assumed RSUs”); and (6) each outstanding warrant and convertible instrument of Mobix Labs, including SAFEs and promissory notes that are convertible into Mobix Labs Common Stock or Mobix Labs Preferred Stock, will be converted into the right to receive shares of Class A Common Stock. In connection with the Transaction, the cash held in the Trust Account, after giving effect to any redemption of shares by Chavant shareholders and the proceeds from the sale of shares under the PIPE Subscription Agreement, will be used to pay certain fees and expenses in connection with the Transaction and for working capital and general corporate purposes.
Q.
What will Mobix Labs equityholders receive in the Transaction?
A.
At the Effective Time, by virtue of the Merger:

Each share of Mobix Labs Common Stock issued and outstanding immediately prior to the Effective Time (excluding dissenting shares and treasury shares) will automatically be converted into and become the right to receive a specified number of shares of Class A Common Stock equal to the Per Share Exchange Ratio;

Each share of Mobix Labs Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding dissenting shares and treasury shares) will automatically be converted into and become the right to receive a specified number of shares of Class B Common Stock equal to the Per Share Exchange Ratio;

Each share of Mobix Labs Founders Preferred Stock issued and outstanding immediately prior to the Effective Time (other than treasury shares) will automatically be converted into and become the right to receive up to a specified number of Class B Common Stock equal to the Per Share Exchange Ratio;

All treasury shares of Mobix Labs will automatically be cancelled and will cease to exist and no payment or distribution will be made with respect thereto; and

Each issued and outstanding share of common stock, par value $0.001 per share, of Merger Sub immediately prior to the Effective Time will automatically be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.00001 per share, of Mobix Labs.
Additionally, effective as of the Effective Time:

Each in-the-money vested Mobix Labs Option that is outstanding and unexercised immediately prior to the Effective Time is converted (with such conversion calculated net of any applicable exercise price) into a right to receive a specified number of shares of Class A Common Stock;

Each Mobix Labs Option that is not an in-the-money vested Mobix Labs Option that is outstanding and unexercised immediately prior to the Effective Time is assumed by Chavant and converted into a stock option to acquire a specified number of shares of Class A Common Stock, and will continue to be subject to the same terms and conditions as applied to that Mobix Labs Option immediately prior to the Effective Time;

Each Mobix Labs RSU that is unvested and outstanding immediately prior to the Effective Time is assumed by Chavant and automatically converted into a restricted stock unit covering a specified
 
21

 
number of shares of Class A Common Stock, and will continue to be subject to the same terms and conditions as applied to that Mobix Labs RSU immediately prior to the Effective Time; and

Each Mobix Labs Warrant and Mobix Labs Convertible Instrument that is outstanding and unexercised immediately prior to the Effective Time is converted (with such conversion calculated net of any applicable exercise price) into a right to receive a specified number of shares of Class A Common Stock.
The “Per Share Exchange Ratio” is the number obtained by dividing 23,500,000 by the fully diluted number of shares of Mobix Labs immediately prior to the Effective Time, which reflects the aggregate number of shares of Mobix Labs Common Stock issued and outstanding immediately prior to the Effective Time, the aggregate number of shares of Mobix Labs Common Stock into which the shares of Mobix Labs Preferred Stock could be converted (without regard to whether such shares of Mobix Labs Preferred Stock may then be converted in accordance with the Mobix Labs Charter), the aggregate number of shares of Mobix Labs Common Stock issuable upon exercise of outstanding options and warrants to purchase Mobix Labs Common Stock and Mobix Labs Convertible Instruments that convert into Mobix Labs Common Stock or shares of Mobix Labs Preferred Stock, and the aggregate number of shares of Mobix Labs Common Stock issuable upon vesting and settlement of outstanding Mobix Labs RSUs, which fully diluted number excludes the shares of Post-March 26 Financing Securities. “Closing Transaction Consideration” means the Aggregate Transaction Consideration minus the Earnout Shares. “Aggregate Transaction Consideration” means a number of shares of Common Stock equal to (a) the quotient obtained by dividing (i) the assumed value of Mobix Labs in an amount equal to $235 million by (ii) $10.00 plus (b) a number of shares of Class A Common Stock equal to (i) the Per Share Exchange Ratio multiplied by (ii) the number of shares of Post-March 26 Financing Securities plus (c) the number of shares of Class A Common Stock comprising the Earnout Shares. The estimated maximum number of additional shares that may be issued in exchange for the Post-March 26 Financing Securities is 3,000,000, and this estimate is provided solely for the purpose of registering a maximum amount of shares under the registration statement on Form S-4 of which this proxy statement/prospectus forms a part. As of October 31, 2023, the number of additional shares of Class A Common Stock that would be issued in exchange for the Post-March 26 Financing Securities is 2,765,886.
Q.
Who is Mobix Labs?
A.
Based in Irvine, California, Mobix Labs is a fabless semiconductor company developing disruptive wireless and connectivity solutions for next generation communication systems, including C-Band and mmWave 5G and high bandwidth cable applications. Its True5G integrated circuits currently in development are designed to deliver significant advantages in performance, efficiency, size and cost. Its True Xero AOCs, which have been in production for several years and were acquired in the Cosemi acquisition, are designed to meet customer needs for high-quality AOC solutions at an affordable price. These innovative technologies are designed for large and rapidly growing markets where there are increasing demands for higher performance communication systems which utilize an expanding mix of both wireless and connectivity technologies.
Q.
Following the Transaction, will New Mobix Labs’ securities continue to trade on a stock exchange?
A.
Yes. The Ordinary Shares, Warrants and Units are currently listed on Nasdaq under the symbols “CLAY,” “CLAYW” and “CLAYU,” respectively. In connection with the Domestication, Chavant will issue (i) one share of Class A Common Stock in exchange for and on conversion of each Ordinary Share outstanding immediately prior to the Domestication, and (ii) one Warrant exercisable for one share of Class A Common Stock in exchange for and on conversion of each Warrant exercisable for one Ordinary Share outstanding immediately prior to the Domestication. Chavant will also file the Proposed Charter in Delaware to, among other things, authorize two classes of common stock, the Class A Common Stock and the Class B Common Stock. Chavant intends to apply to continue the listing of the shares of Class A Common Stock and Warrants of New Mobix Labs on Nasdaq under the symbols “MOBX” and “MOBXW,” respectively, upon the Closing. All outstanding Units will be separated into their component securities immediately prior to the Closing. Accordingly, New Mobix Labs will
 
22

 
not have any Units following consummation of the Transaction, and therefore there will be no Nasdaq listing of the Units following the consummation of the Transaction. Additionally, upon the Closing, New Mobix Labs intends to change its name to “Mobix Labs, Inc.”
Q.
How has the announcement of the Transaction affected the trading price of the Public Shares?
A.
On November 15, 2022, the last trading date before the public announcement of the Transaction, the Units, Public Shares and Public Warrants closed at $10.07, $10.15 and $0.037, respectively. On November 10, 2023, the trading date immediately prior to the date of this proxy statement/prospectus, the Units, Public Shares and Public Warrants closed at $11.13, $11.22 and $0.0262, respectively.
Q.
How will the Transaction impact the shares of New Mobix Labs outstanding after the Transaction?
A.
As a result of the Transaction and the consummation of the transactions contemplated by the Business Combination Agreement and the PIPE Subscription Agreement, the amount of shares of Class A Common Stock outstanding will increase by approximately 861.6% to approximately 26,722,534 shares, and the amount of shares of Common Stock (including both Class A Common Stock and Class B Common Stock) will increase by approximately 940.8% to approximately 28,921,632 shares (in each case, assuming that no Ordinary Shares are redeemed and no Post-March 26 Financing Securities exist as of the Closing). Additional shares of New Mobix Labs’ Class A Common Stock may become outstanding in the future as a result of the existence of any Post-March 26 Financing Securities as of the Closing, any issuance of the Earnout Shares, any issuance of the Make-Whole Shares, the exercise of the Warrants, the conversion of the Chavant Promissory Notes into Warrants, any issuance upon the exercise of the Assumed Options or the vesting of the Assumed RSUs or pursuant to the 2023 Equity Incentive Plan or the 2023 Employee Stock Purchase Plan. The issuance and sale of any such shares in the public market could adversely impact the market price of the New Mobix Labs’ Class A Common Stock even if the business is doing well.
Q.
How much dilution may non-redeeming Chavant shareholders experience in connection with the Transaction, and what equity stake will current Chavant shareholders and Mobix Labs Stockholders have in New Mobix Labs after the Closing?
A.
Our Public Shareholders are not required to vote “FOR” the Transaction in order to exercise their redemption rights. Accordingly, the Transaction may be consummated even though the funds available from the Trust Account and the number of Public Shareholders is reduced as a result of redemptions by the Public Shareholders.
If a Public Shareholder exercises its redemption rights, such exercise will not result in the loss of any Public Warrants that it may hold. We cannot predict the ultimate value of the Warrants following the consummation of the Transaction, but assuming that all 778,912 Ordinary Shares held by our Public Shareholders were redeemed (maximum redemption scenario), the 6,000,000 retained outstanding Public Warrants would have an aggregate value of $127,200, based on the price per Public Warrant of $0.0212 on October 30, 2023. In addition, on October 30, 2023, the price per Ordinary Share closed at $11.08. If the Class A Common Stock is trading above the exercise price of $11.50 per warrant, the warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable). This in turn increases the risk to the non-redeeming Public Shareholders that the warrants will be exercised, which would result in immediate dilution to the non-redeeming Public Shareholders.
The tables below illustrate the anticipated relative ownership of Public Shareholders, the Initial Shareholders (being the Sponsor, the directors and officers of Chavant and the Representatives’ designees), the PIPE Investor and Mobix Labs equityholders upon completion of the Transaction and the PIPE Private Placement without and after giving effect to the additional dilution that may be caused by the issuance of additional shares in exchange for Post-March 26 Financing Securities, the issuance of Earnout Shares, the issuance of the Make-Whole Shares, the exercise of the outstanding Public Warrants or Private Warrants, the extension of Working Capital Loans under the Chavant Promissory Notes and the exercise of any Warrants convertible from the Working Capital Loans, any issuance upon the exercise of the Assumed Options or the vesting of the Assumed RSUs or pursuant to
 
23

 
the 2023 Equity Incentive Plan or the 2023 Employee Stock Purchase Plan under a no redemption scenario and a maximum redemption scenario. In the no redemption scenario as described below in the sensitivity table, the residual equity value owned by the non-redeeming Public Shareholders is assumed to be the deemed value of $10.00 per share and the implied total equity value of New Mobix Labs following the Transaction, assuming no dilution from any additional dilution sources described in the table below, would be $289.2 million. As a result of the redemption amount in the maximum redemption scenario as described below in the sensitivity table, the implied total equity value of New Mobix Labs following the Transaction, assuming no dilution from any additional dilution sources described in the table below, would be $281.4 million in the maximum redemption scenario. These amounts are based solely on an assumed value of $10.00 per share and do not reflect a third-party valuation nor a prediction of the future value of the Mobix Labs Common Stock. Additionally, the sensitivity table below sets forth the potential additional dilutive impact of each of the additional dilution sources in each redemption scenario, as described further in Notes 10 through 18 below. Stockholders will experience additional dilution to the extent New Mobix Labs issues any such additional shares after the Closing.
Holders
No Redemption
Scenario(1)
% of
Outstanding
Shares
% of
Total Voting
Power(3)
Maximum
Redemption
Scenario(2)
% of
Outstanding
Shares
% of
Total Voting
Power(3)
Public Shareholders
778,912 2.7% 1.6%
Sponsor
1,580,813 5.5% 3.2% 1,580,813 5.6% 3.3%
Directors and Officers of Chavant
125,218 0.4% 0.3% 125,218 0.4% 0.3%
Representatives’ designees
293,969 1.0% 0.6% 293,969 1.0% 0.6%
Mobix Labs Equityholders(4)
23,142,720 80.0% 88.1% 23,142,720 82.2% 89.6%
PIPE Investor
3,000,000 10.4% 6.2% 3,000,000 10.7% 6.3%
Total shares outstanding, excluding Earnout Shares, Make-Whole Shares, Convertible Notes and Warrants(5)
28,921,632 100.0% 100.0% 28,142,720 100.0% 100.0%
Assumed total equity value post-redemptions
$
289,216,320
$
280,500,295
Assumed per share value
Shares outstanding, excluding Earnout Shares, Make-Whole Shares, Convertible Notes and Warrants(7a)
10.00(6a) 9.97(6b)
Shares outstanding, on a fully diluted basis(7b)
5.55 5.47
Additional Dilution Sources
No
Redemption
Scenario(1)
% of
Outstanding
Shares(8)
% of Total
Voting
Power(3)(9)
Per Share
Value
Maximum
Redemption
Scenario(2)
% of
Outstanding
Shares(8)
% of Total
Voting
Power(3)(9)
Per Share
Value
Additional shares in exchange for
Post-March 26 Financing
Securities(10)
234,114 0.8% 0.5% $ 9.92 234,114 0.8% 0.8% $ 9.90
Assumed Options and Assumed RSUs(11)
1,644,703 5.4% 3.3% $ 9.46 1,644,703 5.5% 3.3% $ 9.42
Earnout Shares(12)
3,500,000 10.8% 6.7% $ 8.92 3,500,000 11.1% 6.8% $ 8.86
Make-Whole Shares(13)
1,285,714 4.3% 2.6% $ 9.57 1,285,714 4.4% 2.6% $ 9.53
Public Warrants(14)
6,000,000 17.2% 11.0% $ 8.28 6,000,000 17.6% 11.1% $ 8.22
Private Warrants(15)
3,400,000 10.5% 6.5% $ 8.95 3,400,000 10.8% 6.6% $ 8.89
Working Capital Loans(16)
1,500,000 4.9% 3.0% $ 9.51 1,500,000 5.1% 3.0% $ 9.46
Equity Incentive Plan(17)
5,000,000 14.7% 9.3% $ 8.53 5,000,000 15.1% 9.4% $ 8.46
 
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Additional Dilution Sources
No
Redemption
Scenario(1)
% of
Outstanding
Shares(8)
% of Total
Voting
Power(3)(9)
Per Share
Value
Maximum
Redemption
Scenario(2)
% of
Outstanding
Shares(8)
% of Total
Voting
Power(3)(9)
Per Share
Value
Employee Stock Purchase Plan(18)
961,344 2.9% 1.9% $ 9.68 937,977 3.2% 1.9% $ 9.65
Total Additional Dilution Sources(19)
23,525,875 44.5% 32.6% $ 5.51 23,502,508 45.5% 32.9% $ 5.43
Note: Percentages may not sum due to rounding.
(1)
This scenario assumes that no Ordinary Shares are redeemed by the Public Shareholders.
(2)
This scenario assumes that all 778,912 Public Shares issued and outstanding as of October 31, 2023 are redeemed by the Public Shareholders.
(3)
Percentage of total voting power represents voting power with respect to all shares of Class A Common Stock and Class B Common Stock, as a single class. The holders of Class B Common Stock are entitled to ten votes per share, and holders of Class A Common Stock are entitled to one vote per share.
(4)
This row includes estimated 20,943,622 shares of Class A Common Stock and 2,199,098 shares of Class B Common Stock to be issued to Mobix Labs equityholders, which includes any shares of Class A Common Stock to be issued in exchange for the Post-March 26 Financing Securities that have been issued as of October 31, 2023 and 964,912 shares of Mobix Labs Common Stock to be issued in the EMI Transaction assuming that the EMI Transaction will be closed prior to the Closing. As of October 31, 2023, Mobix Labs has issued Post-March 26 Financing Securities consisting of 2,188,234 shares of Mobix Labs Common Stock, warrants to purchase 651,337 shares of Mobix Labs Common Stock, and convertible notes expected to be converted into 29,970 shares of Mobix Labs Common Stock, which are expected to be exchanged into a total of 2,765,886 shares of Class A Common Stock at the Closing. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder, upon transfer or in certain specified circumstances and will automatically convert on the seventh anniversary of the Closing. This row excludes the Earnout Shares.
(5)
The share amounts held by the Public Stockholders and the Initial Shareholders set forth in the first table above are based on 2,778,912 Ordinary Shares, of which 778,912 were Public Shares and 2,000,000 shares were Founder Shares held by the Initial Shareholders, issued and outstanding as of October 31, 2023. The share amounts and ownership percentages set forth in the first table above do not take into account the additional sources of dilution set forth in the second table below. Stockholders will experience additional dilution to the extent New Mobix Labs issues any such additional shares after the Closing.
(6a)
This scenario assumes that the shares of Class A Common Stock have a value of $10.00 per share.
(6b)
Based on an implied total equity value of New Mobix Labs of $280.5 million, or approximately $289.2 million less approximately $8.8 million (or approximately $11.29 per share, based on the amount of $8,676,157 in the Trust Account as of September 30, 2023, and assuming the deposit of an additional $0.05 per non-redeeming Public Share per month through January 22, 2024 pursuant to the terms of the Third Extension, but without taking into account any interest after September 30, 2023) that would be paid from the Trust Account to redeem all 778,912 Public Shares in connection with the Transaction.
(7a)
Calculation of value per share does not take into account the additional sources of dilution, as described in Notes 10 through 18 below.
(7b)
Calculation of value per share assumes the issuance of the maximum amount of shares of Class A Common Stock in connection with the additional dilution sources, as described in Notes 10 through 18 below. In addition, calculation of value per share in the rows entitled “Public Warrants,” “Private Warrants” and “Working Capital Loans” is based on the applicable Total Equity Value Post-Redemptions in the No Redemption Scenario and the Maximum Redemption Scenario plus the full exercise of the applicable maximum number of Warrants at $11.50 per share for a total cash exercise price of $69 million in the row entitled “Public Warrants,” $39.1 million in the row entitled “Private Warrants,” or $17.25 million in the row entitled “Working Capital Loans,” respectively.
 
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(8)
The Percentage of Total with respect to each additional dilution source set forth below, including the Total Additional Dilution Sources, includes the full amount of shares issuable with respect to the applicable additional dilution source in both the numerator and denominator.
(9)
The Percentage of Total Voting Power with respect to each additional dilution source set forth below, including the Total Dilution Sources, includes the voting power of the full amount of shares issuable with respect to the applicable additional dilution source in both the numerator and denominator.
(10)
This row reflects the balance between (i) the estimated maximum amount of 3,000,000 shares of Class A Common Stock that may be issued at the Closing in exchange for Post-March 26 Financing Securities (estimated solely for the purpose of registering a maximum amount of shares of Class A Common Stock under the registration statement on Form S-4 of which this proxy statement/prospectus forms a part in light of the fact that the Business Combination Agreement does not cap the number of such shares that may be issuable) and (ii) 2,765,886 shares of Class A Common Stock that will be issued at the Closing in exchange for the shares of Post-March 26 Financing Securities already issued as of October 31, 2023. As of October 31, 2023, Mobix Labs has issued Post-March 26 Financing Securities consisting of 2,188,234 shares of Mobix Labs Common Stock, warrants to purchase 651,337 shares of Mobix Labs Common Stock, and convertible notes expected to be converted into 29,970 shares of Mobix Labs Common Stock, which are expected to be exchanged into a total of 2,765,886 shares of Class A Common Stock at the Closing.
(11)
This row assumes that an estimated aggregate of 1,644,703 shares of Class A Common Stock potentially issuable upon exercise of the Assumed Options and vesting of Assumed RSUs are issued to Mobix Labs equityholders. Percentages in this row represent (a) the estimated 1,644,703.00 shares of Class A Common Stock underlying the Assumed Options and vesting of Assumed RSUs set forth in the applicable column divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding Excluding Earnout Shares, Make-Whole Shares, Convertible Notes and Warrants” plus (ii) the estimated 1,644,703.00 shares of Class A Common Stock underlying the Assumed Options and vesting of Assumed RSUs set forth in the applicable column.
(12)
This row assumes that all 3,500,000 Earnout Shares potentially issuable to Earnout Recipients (upon the realization of all of the benchmark share prices in the Business Combination Agreement) are issued to Mobix Labs equityholders and assumes that no additional shares of Class A Common Stock are issued between the Closing and the realization of all such benchmark share prices. Percentages in this row represent (a) the Earnout Shares set forth in the applicable column divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding Excluding Earnout Shares, Make-Whole Shares, Convertible Notes and Warrants” plus (ii) the Earnout Shares set forth in the applicable column.
(13)
This row assumes that all 1,285,714 Make-Whole Shares potentially issuable to the PIPE Investor upon the realization of the terms set forth in the PIPE Subscription Agreement and assumes that no additional shares of Class A Common Stock are issued between the Closing and the realization of such benchmark share prices. Percentages in this row represent (a) the Make-Whole Shares set forth in the applicable column divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding Excluding Earnout Shares, Make-Whole Shares, Convertible Notes and Warrants” plus (ii) the Make-Whole Shares set forth in the applicable column.
(14)
This row assumes exercise of all Public Warrants outstanding as of October 31, 2023, to purchase 6,000,000 shares of Class A Common Stock. Percentages in this row represent (a) the 6,000,000 shares of Class A Common Stock underlying the Public Warrants divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding Excluding Earnout Shares, Make-Whole Shares, Convertible Notes and Warrants” plus (ii) 6,000,000 shares of Class A Common Stock underlying the Public Warrants.
 
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(15)
This row assumes exercise of all Private Warrants outstanding as of October 31, 2023, to purchase 3,400,000 shares of Class A Common Stock. Percentages in this row represent (a) the 3,400,000 shares of Class A Common Stock underlying the Private Warrants divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding Excluding Earnout Shares, Make-Whole Shares, Convertible Notes and Warrants” plus (ii) 3,400,000 shares of Class A Common Stock underlying the Private Warrants.
(16)
This row assumes that the maximum permitted amount of Working Capital Loans in the aggregate amount of $1,500,000 is fully drawn down by Chavant and elected by Sponsor to be converted into Warrants at a price of $1.00 per warrant, and such converted warrants are all exercised at a price of $11.50 per share. Percentages in this row represent (a) the 1,500,000 shares of Class A Common Stock underlying such warrants divided by (b) (i) the amount included in the row titled “Total Shares Outstanding Excluding Earnout Shares, Make-Whole Shares, Convertible Notes and Warrants” plus (ii) 1,500,000 shares of Class A Common Stock underlying such warrants. However, as of November 1, 2023, Chavant had drawn down an aggregate of $1,550,000 of Working Capital Loans under the promissory notes issued to the Sponsor (of which $100,000 was received on November 2, 2023), of which $1,150,000 was drawn under convertible promissory notes, and if the Sponsor elected to convert the loans under such convertible promissory notes into Warrants at a price of $1.00 per warrant and such converted warrants were exercised at a price of $11.50 per share, a maximum of 1,150,000 shares of Class A Common Stock could be issued.
(17)
This row assumes the grant of Post-Closing RSUs covering 5,000,000 shares of Class A Common Stock over a three-year period beginning one year after the Closing under the 2023 Equity Incentive Plan. The initial amount of shares of Class A Common Stock reserved for issuance under the 2023 Equity Incentive Plan equals 2,795,913 shares of Class A Common Stock in the No Redemption Scenario, or 2,718,022 shares of Class A Common Stock in the Maximum Redemption Scenario, in each case, following the consummation of the Transaction. Such amount may be increased under the annual evergreen feature of the 2023 Equity Incentive Plan or as approved by the New Mobix Labs Board and stockholders. The initial reserve amount is calculated based on 10% of the amount in the row titled “Total Shares Outstanding Excluding Earnout Shares, Make-Whole Shares, Convertible Notes and Warrants.” Percentages in this row represent (a) the foregoing share amounts, as applicable, divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding, Excluding Earnout Shares, Make-Whole Shares, Convertible Notes and Warrants” plus (ii) the foregoing share amounts, as applicable. This row does not reflect all potential increases that may be made under the annual evergreen feature of the 2023 Equity Incentive Plan, which may cause further dilution to the New Mobix stockholders. See “Proposal No. 6 —  The Equity Incentive Plan Proposal — Description of the Mobix Labs, Inc. 2023 Equity Incentive Plan —  Share Reserve.”
(18)
This row (a) assumes the issuance of all shares of Class A Common Stock reserved for issuance under the 2023 Employee Stock Purchase Plan, which equals 961,344 shares of Class A Common Stock in the No Redemption Scenario, or 937,977 shares of Class A Common Stock in the Maximum Redemption Scenario, in each case, following the consummation of the Transaction and (b) is based on 3% of the total number of shares of New Mobix Labs Class A Common Stock issued and outstanding immediately following the Effective Time. This row does not reflect any annual evergreen feature of the 2023 Employee Stock Purchase Plan, which may cause further dilution to the New Mobix stockholders. See “Proposal No. 7  — The Employee Stock Purchase Plan Proposal — Description of the Mobix Labs, Inc. 2023 Employee Stock Purchase Plan — Stock Subject to Employee Stock Purchase Plan.
(19)
This row assumes the issuance of all shares of Class A Common Stock in connection with each of the additional dilution sources, as described further in Notes 10 through 18 above, which equals 23,525,875 shares of Class A Common Stock in the No Redemption Scenario or 23,502,508 shares of Class A Common Stock in the Maximum Redemption Scenario, in each case, following the consummation of the Transaction. Percentages in this row represent (a) the foregoing share amounts, as applicable, divided by (b) (i) the amounts included in the row titled “Total Shares Outstanding Excluding Earnout Shares, Make-Whole Shares, Convertible Notes and Warrants” plus (ii) 23,198,066 shares of Class A Common Stock in the No Redemption Scenario or 23,174,699 shares of Class A Common Stock in the Maximum Redemption Scenario.
 
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The numbers of shares and percentage interests set forth in the tables above are based on a number of assumptions described in the footnotes to the tables and that neither Chavant nor Mobix Labs issues any additional equity securities prior to the Transaction. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different.
Q.
Will Chavant obtain new financing in connection with the Transaction?
A.
Yes. In connection with the execution of the Business Combination Agreement, Chavant entered into a PIPE Subscription Agreement with the PIPE Investor, pursuant to which the PIPE Investor has agreed to purchase 3,000,000 shares of Class A Common Stock at a price of $10.00 per share for an aggregate amount of $30.0 million substantially concurrently with the closing of the Transaction, on the terms and subject to the conditions of the PIPE Subscription Agreement. Pursuant to the PIPE Subscription Agreement, within 45 days of Closing, Chavant has agreed to file the PIPE Resale Registration Statement with the SEC at its sole cost and expense.
Pursuant to the PIPE Subscription Agreement, Chavant agreed to issue the Make-Whole Shares to the PIPE Investor in the event that the Adjustment Period VWAP is less than $10.00 per share (as adjusted for any stock split, reverse stock split or similar adjustment following the Closing). In such case, the PIPE Investor will be entitled to receive a number of Make-Whole Shares equal to the product of (x) the number of shares of Class A Common Stock issued to the PIPE Investor at the closing of the subscription and held by the PIPE Investor through the end of a 30-day period that begins on the date that is 30 days after the effective date of the PIPE Resale Registration Statement multiplied by (y) a fraction, (A) the numerator of which is $10.00 (as adjusted for any stock split, reverse stock split or similar adjustment following the Closing) minus the Adjustment Period VWAP and (B) the denominator of which is the Adjustment Period VWAP. In the event that the Adjustment Period VWAP is less than $7.00, the Adjustment Period VWAP will be deemed to be $7.00.
For more information about the PIPE Subscription Agreement, see the section entitled “Certain Agreements Related to the Transaction — PIPE Subscription Agreement.”
In addition, in connection with the Transaction and subject to the terms in the Business Combination Agreement, both Chavant and Mobix Labs have agreed to use commercially reasonable efforts to conduct and complete additional Financing Arrangements, including private placements of securities of Chavant and Mobix Labs or similar financing arrangements.
Q.
Who will be the officers and directors of the Company if the Transaction is consummated?
A.
Upon the Closing, it is anticipated that the New Mobix Labs Board will be composed of three directors in Class I (expected to be Fabrizio Battaglia, Kurt Busch and William Carpou), three directors in Class II (expected to be David Aldrich, Frederick Goerner and Keyvan Samini) and two directors in Class III (expected to be Dr. Jiong Ma and James Peterson), with James Peterson acting as Executive Chairman, with Chavant’s current chief executive officer, Dr. Jiong Ma, acting as a director and with the holders of the Class B Common Stock entitled to elect up to three members of the New Mobix Labs Board so long as any shares of Class B Common Stock remain outstanding (expected to be Keyvan Samini, Fabrizio Battaglia and James Peterson). The term of the initial Class I directors will expire at the first annual meeting of New Mobix Labs stockholders following the Closing, the term of the initial Class II directors will expire at the second annual meeting of New Mobix Labs stockholders following the Closing and the term of the initial Class III directors will expire at the third annual meeting of New Mobix Labs stockholders following the Closing. At each succeeding annual meeting of New Mobix Labs stockholders, beginning with the first annual meeting of New Mobix Labs stockholders following the Closing, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their earlier death, resignation or removal.
Immediately following the consummation of the Transaction, Chavant expects that the current senior management of Mobix Labs will comprise the senior management of New Mobix Labs.
See “Management of New Mobix Labs After the Transaction” for additional information.
 
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Q.
What conditions must be satisfied to complete the Transaction?
A.
There are a number of closing conditions in the Business Combination Agreement, including that Chavant shareholders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Transaction, see the section entitled “Proposal No. 1 — The Transaction Proposal — The Business Combination Agreement —  Conditions to Closing.”
Q.
What happens if I sell my Ordinary Shares before the Special Meeting?
A.
The record date for the Special Meeting will be earlier than the date that the Transaction is expected to be completed. If you transfer your Ordinary Shares after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your Ordinary Shares because you will no longer be able to deliver them for cancellation upon the consummation of the Transaction. If you transfer your Ordinary Shares prior to the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.
Q.
What vote is required to approve the proposals presented at the Special Meeting?
A.
The following votes are required for each proposal at the Special Meeting:

The Transaction Proposal:   The approval of the Transaction Proposal requires an ordinary resolution, being the affirmative vote of a majority of the votes cast by holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Special Meeting.

The Domestication Proposal:   The approval of the Domestication Proposal requires a special resolution, being the affirmative vote of at least two-thirds of the votes cast by holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Special Meeting.

The Organizational Documents Proposal:   The approval of the Organizational Documents Proposal requires a special resolution, being the affirmative vote of at least two-thirds of the votes cast by holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Special Meeting.

The Advisory Governance Proposals:   The approval of the Advisory Governance Proposals requires an ordinary resolution, being the affirmative vote of a majority of the votes cast by holders of the Ordinary Shares present in person or represented by proxy and entitled to vote at the Special Meeting. The approval of any of the Advisory Governance Proposals is not required by the Existing Charter, Cayman Islands law or Delaware law separate and apart from the Organizational Documents Proposal, but pursuant to SEC guidance, Chavant is required to submit these provisions to our shareholders separately for approval. However, the shareholder votes regarding these proposals are advisory votes and are not binding on Chavant or the Board (separate and apart from the approval of the Organizational Documents Proposal).

The Nasdaq Proposal:   The approval of the Nasdaq Proposal requires an ordinary resolution, being the affirmative vote of a majority of the votes cast by holders of the Ordinary Shares present in person or represented by proxy and entitled to vote at the Special Meeting.

The Equity Incentive Plan Proposal:   The approval of the Equity Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of a majority of the votes cast by holders of the Ordinary Shares present in person or represented by proxy and entitled to vote at the Special Meeting.

The Employee Stock Purchase Plan Proposal:   The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution, being the affirmative vote of a majority of the votes cast by holders of the Ordinary Shares present in person or represented by proxy and entitled to vote at the Special Meeting.

The Director Election Proposal:   The approval of the election of each director nominee pursuant to the Director Election Proposal requires an ordinary resolution, being the affirmative vote of the holders of the Ordinary Shares present in person or represented by proxy and entitled to vote at the Special Meeting.
 
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The Adjournment Proposal:   The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of a majority of the votes cast by holders of the Ordinary Shares present in person or represented by proxy and entitled to vote at the Special Meeting.
Q.
How do the Initial Shareholders intend to vote on the proposals?
A.
Pursuant to the Sponsor Letter Agreement, the Sponsor and the director and officer holders of Chavant agreed to vote all of their Chavant Ordinary Shares in favor of the Transaction, the Condition Precedent Proposals and all the other proposals the parties deem necessary or desirable to effect the Transaction. In addition, pursuant to a letter agreement with Chavant dated July 19, 2021, the Initial Shareholders agreed to vote all their Ordinary Shares in favor of the Transaction. Chavant expects that the Initial Shareholders will vote their shares in favor of all of the other proposals being presented at the Special Meeting. The Initial Shareholders currently collectively own approximately 72.0% of the outstanding Ordinary Shares.
Q.
Do Mobix Labs Stockholders need to approve the Transaction?
A.
Yes, but such approval has already been obtained. In order to consummate the Transaction, Mobix Labs Stockholders comprising the holders of at least a majority in voting power of the outstanding shares of the Mobix Labs Capital Stock, including the Mobix Labs Common Stock and the Mobix Labs Preferred Stock, voting together as a single class (with the holders of Mobix Labs Preferred Stock being entitled to the number of votes per share specified in the Mobix Labs Charter), were required to approve the Transaction (the “Mobix Labs Requisite Approval”). The Mobix Labs Requisite Approval is the only vote of the holders of any class or series of Mobix Labs Capital Stock required to adopt the Business Combination Agreement in accordance with the DGCL and the organizational documents of Mobix Labs. The delivery of the Written Consents by the Consenting Mobix Labs Stockholders was sufficient to adopt the Business Combination Agreement and approve the Transaction (including the Merger), and no other vote from any other holder of Mobix Labs Capital Stock is required to consummate the Transaction. For further information, please see the section entitled “Certain Agreements Related to The Transaction — Written Consents.”
Q.
May Chavant or Chavant’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Transaction?
A.
Subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, Chavant’s directors, officers, advisors or any of their respective affiliates may (i) purchase Public Shares from institutional and other investors (including those who vote, or indicate an intention to vote, against any of the proposals presented at the Special Meeting, or elect to redeem, or indicate an intention to redeem, Public Shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their Public Shares, or (iii) execute agreements to purchase such Public Shares from such investors or enter into non-redemption agreements in the future. In the event that the Sponsor, Chavant’s directors, officers, advisors or any of their respective affiliates purchase Public Shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would purchase the Public Shares at a price no higher than the price offered through the Company’s redemption process (i.e., the amount held in our Trust Account was approximately $8,676,157 as of September 30, 2023, and assuming the deposit of an additional $0.05 per non-redeeming Public Share per month through January 22, 2024 pursuant to the terms of the Third Extension, the implied redemption value is $11.29 per Public Share (without giving effect to any accrued interest after September 30, 2023)); (b) would represent in writing that such Public Shares will not be voted in favor of approving the Condition Precedent Proposals; and (c) would waive in writing any redemption rights with respect to the Public Shares so purchased.
To the extent any such purchases by the Sponsor, Chavant’s directors, officers, advisors or any of their respective affiliates are made in situations in which the tender offer rules restrictions on purchases apply, Chavant will disclose in a Current Report on Form 8-K prior to the Special Meeting the following: (i) the number of Public Shares purchased outside of the redemption offer, along with the purchase price(s) for such Public Shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the
 
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purchases on the likelihood that the Condition Precedent Proposals will be approved; (iv) the identities of the equityholders who sold to the Sponsor, Chavant’s directors, officers, advisors or any of their respective affiliates (if not purchased on the open market) or the nature of the equityholders (e.g., 5% security holders) who sold such Public Shares; and (v) the number of Public Shares for which Chavant has received redemption requests pursuant to its redemption offer.
The purpose of such share purchases and other transactions would be to increase the likelihood of limiting the number of Public Shares electing to redeem.
If such transactions are effected, the consequence could be to cause the Condition Precedent Proposals to be approved in circumstances where such approval could not otherwise occur. Consistent with guidance of the SEC, purchases of shares by the persons described above would not be permitted to be voted for the Condition Precedent Proposals at the Special Meeting and could decrease the chances that the Condition Precedent Proposals would be approved. In addition, if such purchases are made, the public “float” of Chavant’s securities and the number of beneficial holders of Chavant’s securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of Chavant’s securities on a national securities exchange.
Chavant hereby represents that any public shares purchased by the Sponsor, its directors, officers, advisors or any of their respective affiliates in situations in which the tender offer rules restrictions on purchases would apply would not be voted in favor of approving the Condition Precedent Proposals.
Q.
How many votes do I have at the Special Meeting?
A.
Chavant’s shareholders are entitled to one vote at the Special Meeting for each Ordinary Share held of record as of the record date. As of the close of business on the record date, there will be 2,778,912 outstanding Ordinary Shares, consisting of 778,912 Public Shares and 2,000,000 Founder Shares.
Q.
What interests do the Sponsor and Chavant’s current officers and directors have in the Transaction?
A.
Chavant’s Board and executive officers may have interests in the Transaction that are different from, in addition to or in conflict with your interests as a Chavant shareholder. These interests include, among other things, the interests listed below:

The fact that our Sponsor has waived (i) its right to redeem any of its Founder Shares in connection with the Transaction as well as (ii) its rights to any liquidation distributions from the Trust Account with respect thereto if we fail to complete the Transaction within the required period;

The beneficial ownership of the Sponsor, which is managed by Chavant Capital Partners Manager LLC (of which Dr. Ma is its sole member), of an aggregate of 1,580,813 Founder Shares and 2,794,332 Private Warrants, which (i) will convert into an aggregate amount of 1,580,813 shares of Class A Common Stock and 2,794,332 Warrants to purchase shares of Class A Common Stock, respectively, in connection with the Transaction, (ii) would have an estimated value at the time of the Transaction of approximately $17,515,408 and $59,240, respectively, based on the closing price of $11.08 per Public Share on October 30, 2023 and $0.0212 per Public Warrant on Nasdaq on October 30, 2023 and (iii) would become worthless if we do not complete an initial business combination by January 22, 2024. As a result of the nominal price paid for the Founder Shares, the Sponsor can earn a positive rate of return on its investment, even if other shareholders experience a negative rate of return following the consummation of the Transaction;

The beneficial ownership of certain of our directors and executive officers, including (i) André-Jacques Auberton-Hervé, Chavant’s Chairman, of an aggregate of 27,826 Founder Shares; (ii) Michael Lee, Chavant’s chief financial officer, of an aggregate of 24,348 Founder Shares; (iii) Karen Kerr, Chavant’s director, of an aggregate of 24,348 Founder Shares; (iv) Bernhard Stapp, Chavant’s director, of an aggregate of 24,348 Founder Shares; and (v) Patrick J. Ennis, Chavant’s director, of an aggregate of 24,348 Founder Shares, which shares would become worthless if we do not complete an initial business combination by January 22, 2024, as our directors and officers have waived any right to redemption with respect to these shares. As a result of the nominal price paid for the Founder Shares, these directors
 
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and officers can earn a positive rate of return on their investment, even if other shareholders experience a negative rate of return following the consummation of the Transaction;

The Sponsor has made, and may make additional, working capital loans prior to the Closing of the Transaction, up to $1,500,000 of which are convertible into Warrants at a price of $1.00 per Warrant at the option of the lender, which may not be repaid if the Transaction is not completed. Funds were, and are expected to be, provided to the Sponsor for purposes of the working capital loans by the Chairman of the Board or an entity affiliated with him and by an existing investor in the Sponsor and/or persons affiliated with such investor. As of November 1, 2023, Chavant had issued outstanding promissory notes to the Sponsor of $1,650,000, of which $1,150,000 would be convertible into Warrants at the option of the Sponsor, and had drawn down an aggregate of $1,550,000 of Working Capital Loans under such promissory notes (of which $100,000 was received on November 2, 2023). The Warrants underlying the $1,150,000 of convertible debt would have an estimated value at the time of the Transaction of $24,380, based on the closing price of $0.0212 per Public Warrant on Nasdaq on October 30, 2023;

The Sponsor has agreed that it will be liable to Chavant if and to the extent any claims by a third party for services rendered or products sold to Chavant, or a prospective target business with which Chavant has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination Agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act;

The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Chavant’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations but will not receive reimbursement for any out-of-pocket expenses to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated. As of June 30, 2023, Chavant had unpaid reimbursable expenses to the Sponsor, officers and directors of approximately $160,308, which includes expenses incurred in connection with the administrative services agreement, as further described in “Certain Chavant Relationships and Related Person Transactions — Administrative Services” and consulting fees paid to New Highland, LLC in connection with the preparation of certain financial statements, as further described in “Information About Chavant — Executive Officers and Director Compensation”;

The fact that none of Chavant’s officers or directors has received any cash compensation for services rendered to Chavant, except for the amounts that we pay, and have paid, New Highland, LLC, of which Chavant’s chief financial officer is the managing member, for consulting services, as described in “Information About Chavant ― Executive Officers and Director Compensation.” In addition, all of the current members of the Board are expected to continue to serve as directors at least through the date of the general meeting to vote on a proposed business combination and may even continue to serve following any potential business combination and receive compensation thereafter. In particular, Dr. Ma, Chavant’s chief executive officer and a director, is expected to serve on the New Mobix Labs Board, if the Transaction is consummated;

The continued indemnification of current directors and officers of Chavant and the continuation of directors’ and officers’ liability insurance following the consummation of the Transaction; and

Under the Existing Charter, to the extent allowed by law, the doctrine of corporate opportunity does not apply with respect to Chavant or any of its officers or directors. While this may result in a potential conflict of interest as between the fiduciary duties or contractual obligations of our officers or directors and the interests of Chavant and its shareholders, it did not impact our search for an initial business combination target, including Mobix Labs.
 
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In addition, with respect to the members of management of Mobix Labs who have been nominated to serve on the New Mobix Labs Board in connection with the Transaction, you should review the information set forth under “Mobix Labs’ Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management of New Mobix Labs.”
Q.
Did Chavant’s board of directors obtain a third-party valuation or fairness opinion in determining whether to proceed with the Transaction?
A.
Chavant’s Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Transaction. Chavant’s Board’s determination was partially based on quantitative factors such as a comparable company analysis based on selected publicly-traded companies, as discussed under the heading “Proposal No. 1 — The Transaction Proposal  — The Transaction — Chavant’s Board of Directors’ Reasons for the Approval of the Transaction.” However, Chavant’s Board did not rely solely on quantitative factors. Chavant’s Board also made qualitative judgments based on information regarding (i) Mobix Labs’ business, prospects, technology, market opportunities, strategic relationships and strategic business goals and objectives and (ii) uncertainties and risks for Mobix Labs’ business and industry. In addition, Chavant’s Board made qualitative judgments, based on the experience and professional judgment of Chavant’s management team, concerning differences between the operational, business and/or financial characteristics of Mobix Labs and the selected companies to provide a context in which to consider the results of the quantitative analysis. The lack of a third-party valuation or fairness opinion may also lead an increased number of Public Shareholders to vote against the Transaction or demand redemption of their shares, which could potentially impact our ability to consummate the Transaction. Accordingly, investors will be relying on the judgment of Chavant’s Board as described above in valuing Mobix Labs’ business and assuming the risk that Chavant’s Board may not have properly valued such business.
Q.
What happens if the Transaction Proposal is not approved?
A.
If the Transaction Proposal is not approved and Chavant does not consummate a business combination by January 22, 2024, or amend its Existing Charter to extend the date by which Chavant must consummate an initial business combination, Chavant will be required to wind up, dissolve and liquidate the Trust Account.
Q.
Do I have redemption rights?
A.
If you are a holder of Public Shares, you have the right to demand that Chavant redeem your Public Shares for a pro rata portion of the cash held in the Trust Account (including interest earned and not previously released to Chavant to pay its taxes), which holds the remaining proceeds of the Chavant IPO, calculated as of two business days prior to the consummation of the Transaction, upon the consummation of the Transaction. We refer to these rights to demand redemption of the Public Shares as “redemption rights.” Holders of he outstanding Public Warrants do not have redemption rights with respect to such warrants in connection with the Transaction. The Initial Shareholders have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares that they may have acquired during or after the Chavant IPO, in connection with the completion of Chavant’s initial business combination. While the Initial Shareholders have a financial interest in the completion of the Transaction (as further described in “— How do the Initial Shareholders intend to vote on the proposal?,” “Summary of the Proxy Statement/Prospectus — The Sponsor and Chavant’s Directors and Officers have Financial Interests in the Transaction” and “Risk Factors — Risks Related to Chavant and the Transaction — Risks Related to Our Status as a Blank Check Company — Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests”), they did not receive specific consideration in exchange for their waiver of such rights. These shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, the amount held in our Trust Account was approximately $8,676,157 as of September 30, 2023, and assuming the deposit of an additional $0.05 per non-redeeming Public Share per month through January 22, 2024 pursuant to the terms of the Third Extension, the implied redemption value is $11.29 per Public Share (without giving effect to any accrued interest after September 30, 2023). This is greater than the $10.00 IPO price of the Units. Additionally, Public
 
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Shares properly tendered for redemption will only be redeemed if the Transaction is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest earned and not previously released to Chavant to pay its taxes), in connection with the liquidation of the Trust Account.
Q.
Will how I vote affect my ability to exercise redemption rights?
A.
No. You may exercise your redemption rights whether you vote your Public Shares for or against the Transaction Proposal or do not vote your shares. As a result, the Transaction Proposal can be approved by shareholders who will redeem their Public Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of Nasdaq.
Q.
How do I exercise my redemption rights?
A.
A holder of Public Shares may exercise redemption rights regardless of whether it votes for or against the Transaction Proposal or does not vote on such proposal at all, or if it is a holder of Public Shares on the record date. If you are a holder of Public Shares and wish to exercise your redemption rights, you must demand that Chavant redeem your Public Shares for cash, and tender or deliver your Public Shares (and share certificates (if any) and other redemption forms) to Continental Stock Transfer & Trust Company, Chavant’s transfer agent, physically or electronically using The Depository Trust Company’s (“DTC”) Deposit/Withdrawal at Custodian (“DWAC”) System no later than two (2) business days prior to the Special Meeting. Holders of Units must elect to separate the Units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company directly and instruct them to do so. Any holder of Public Shares seeking redemption will be entitled to a full pro rata portion of the amount then in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to Chavant to pay its taxes. Such amount will be paid promptly upon the consummation of the Transaction.
Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time prior to the time the vote is taken with respect to the Transaction Proposal at the Special Meeting. If you deliver your shares for redemption to Chavant’s transfer agent and later decide prior to the Special Meeting not to elect redemption, you may request that Chavant’s transfer agent return the shares (physically or electronically). You may make such request by contacting Chavant’s transfer agent at the address listed under the question “Who can help answer my questions?” below.
Any written demand of redemption rights must be received by Chavant’s transfer agent at least two (2) business days prior to the vote taken on the Transaction Proposal at the Special Meeting. No demand for redemption will be honored unless the holder’s shares (and share certificates (if any) and other redemption forms) have been tendered or delivered (either physically or electronically) to the transfer agent.
If you are a holder of Public Shares (including through the ownership of Units) and you exercise your redemption rights, it will not result in the loss of any Warrants that you may hold (including those contained in any Units you hold). Your Warrants will become exercisable to purchase one share of Class A Common Stock for a purchase price of $11.50 beginning 30 days after consummation of the Transaction.
Q.
What are the U.S. federal income tax consequences of exercising my redemption rights?
A.
It is expected that a U.S. Holder that exercises its redemption rights to receive cash from the Trust Account in exchange for its Class A Common Stock generally will be treated as selling such Class A Common Stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal
 
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income tax purposes, depending on the amount of Class A Common Stock that such U.S. Holder owns or is deemed to own (including through the ownership of Warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section entitled “Material U.S. Federal Income Tax Considerations.”
Additionally, because the Domestication will occur immediately prior to the redemption of any Public Shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “Material U.S. Federal Income Tax Considerations.”
All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.
Q.
If I hold Warrants, can I exercise redemption rights with respect to my Warrants?
A.
No. Holders of Warrants do not have any redemption rights with respect to such Warrants.
Q.
If I hold Units, can I exercise redemption rights with respect to my Units?
A.
Holders of Units must elect to separate the Units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold your Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the Units into the underlying Public Shares and Public Warrants, or if you hold Units registered in your own name, you must contact Continental Stock Transfer & Trust Company, Chavant’s transfer agent, directly and instruct it to do so. If you fail to cause your Units to be separated and delivered to the transfer agent prior to 5:00 p.m., Eastern Time, on December 12, 2023, two business days prior to the date of the Special Meeting, you will not be able to exercise your redemption rights with respect to your Public Shares.
Q.
If I am a Chavant shareholder, do I have appraisal rights or dissenters’ rights if I object to the proposed Transaction?
A.
No. There are no appraisal rights available to holders of Ordinary Shares in connection with the Transaction including the Domestication. None of our shareholders have dissenters’ rights in connection with the Transaction, including the Domestication under Cayman Islands law.
Q.
What happens to the funds held in the Trust Account upon the consummation of the Transaction?
A.
If the Transaction is consummated, the funds held in the Trust Account will be released to pay (i) Chavant shareholders who properly exercise their redemption rights and (ii) expenses incurred by Mobix Labs and Chavant in connection with the Transaction, to the extent not otherwise paid prior to the Closing. Any additional funds available for release from the Trust Account will be used for working capital and general corporate purposes of New Mobix Labs following the Transaction.
Q.
What happens if a substantial number of the Public Shareholders vote in favor of the Transaction Proposal and exercise their redemption rights?
A.
Chavant’s Public Shareholders are not required to vote in respect of the Transaction in order to exercise their redemption rights. Accordingly, the Transaction may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.
Chavant’s Existing Charter does not provide a specified maximum redemption threshold.
 
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Q.
What happens if the Transaction is not consummated?
A.
There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination Agreement — Termination” for information regarding the parties’ specific termination rights for additional information.
If, as a result of the termination of the Business Combination Agreement or otherwise, Chavant is unable to complete a business combination by January 22, 2024 or obtain the approval of Chavant shareholders to extend the timeline for Chavant to consummate an initial business combination, Chavant’s Existing Charter provides that Chavant will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Chavant’s remaining shareholders and Chavant’s board of directors, liquidate and dissolve, subject, in each case, to Chavant’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. See the sections entitled “Risk Factors — Risks Related to Chavant and the Transaction ― We may not be able to consummate an initial business combination by January 22, 2024, in which case we would cease all operations except for the purpose of winding up, and we would redeem our Public Shares and liquidate” and “― Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.” The Initial Shareholders have waived any right to any liquidation distribution with respect to their Ordinary Shares.
In the event of liquidation, there will be no distribution with respect to outstanding Warrants, and the Warrants will expire worthless.
Q.
When is the Transaction expected to be completed?
A.
It is currently anticipated that the Transaction will be consummated promptly following the Special Meeting, provided that all other conditions to the consummation of the Transaction have been satisfied or waived.
For a description of the conditions to the completion of the Transaction, see the section entitled “Proposal No. 1 — The Transaction Proposal — The Business Combination Agreement — Conditions to Closing.”
Q.
If I am a Chavant shareholder, what do I need to do now?
A.
You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Transaction will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q.
How do I vote?
A.
If you were a holder of record of Ordinary Shares on November 14, 2023, the record date for the Special Meeting, you may vote with respect to the applicable proposals in person via the virtual meeting platform at the Special Meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Voting by Mail.   By signing the proxy card and returning it in the enclosed postage-paid envelope, you are authorizing the individuals named on the proxy card to vote your Ordinary Shares at the Special
 
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Meeting in the manner you indicate. Chavant encourages you to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 10:00 a.m. Eastern Time on December 12, 2023.
Voting at the Special Meeting via the Virtual Meeting Platform.   If you are a holder of record of our shares, you may vote in person online at the Special Meeting or by submitting a proxy for the Special Meeting. You may access the Special Meeting online at https://www.cstproxy.com/chavantcapital/egm2023. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting via live webcast. Whether or not you plan to attend the Special Meeting in person online, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Special Meeting and vote in person online if you have already voted by proxy.
If you do not have your 12-digit meeting control number, contact Continental Stock Transfer & Trust Company at +1 917-262-2373 or e-mail Continental Stock Transfer & Trust Company at proxy@continentalstock.com. Please note that you will not be able to physically attend the Special Meeting in person but may attend the Special Meeting in person online by following the instructions below.
You can pre-register to attend the Special Meeting in person online. Enter the URL address into your browser, and enter your 12-digit meeting control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. Prior to or at the start of the Special Meeting you will need to re-log in using your 12-digit meeting control number and will also be prompted to enter your 12-digit meeting control number if you vote in person online during the Special Meeting. The Company recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. For additional information, please see the section entitled “Extraordinary General Meeting.”
Q.
What will happen if I abstain from voting or fail to vote at the Special Meeting?
A.
At the Special Meeting, Chavant will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention, while considered present for the purposes of establishing a quorum, will not count as votes cast for or against each of, and will have no effect on, the Transaction Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Governance Proposals, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Director Election Proposal or the Adjournment Proposal.
Q.
What will happen if I sign and return my proxy card without indicating how I wish to vote?
A.
Signed and dated proxies received by Chavant without an indication of how the shareholder intends to vote on a Proposal will be voted in favor of each Proposal presented to the shareholders. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.
Q.
Do I need to attend the Special Meeting to vote my shares?
A.
No. You are invited to attend the Special Meeting to vote on the Proposals described in this proxy statement/prospectus. However, you do not need to attend the Special Meeting to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. Chavant encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.
 
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Q.
If I am not going to attend the Special Meeting virtually, should I return my proxy card instead?
A.
Yes. Whether you plan to attend the Special Meeting virtually or not, please read and consider the information contained in this proxy statement/prospectus carefully and vote your Ordinary Shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Q.
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A.
No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the Proposals because we believe that each of the Proposals is a “non-discretionary” matter, and, therefore, banks or brokers cannot use discretionary authority to vote shares on such matters. Thus, we believe there will not be any broker non-votes at the Special Meeting because broker non-votes arise only when banks or brokers are permitted to use such discretionary authority. Accordingly, your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Special Meeting, and your bank, broker or nominee will not vote your shares.
Q.
May I change my vote after I have mailed my signed proxy card?
A.
Yes. You may change your vote by sending a later-dated, signed proxy card to Chavant’s secretary at the address listed below prior to the vote at the Special Meeting, or attend the Special Meeting and vote in person virtually. You also may revoke your proxy by sending a notice of revocation to Chavant’s secretary, provided such revocation is received prior to the vote at the Special Meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.
Q.
What should I do if I receive more than one set of voting materials?
A.
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
Q.
What is the quorum requirement for the Special Meeting?
A.
A quorum will be present at the Special Meeting if a majority of the Ordinary Shares outstanding and entitled to vote at the meeting is represented in person (which would include presence at a virtual meeting) or by proxy.
As of the record date for the Special Meeting, 1,389,457 Ordinary Shares would be required to achieve a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person (which would include presence at a virtual meeting) at the Special Meeting. The holders of a majority of the outstanding and issued shares (being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy) shall be a quorum. If there is no quorum, a majority of the shares represented by shareholders present at the Special Meeting or by proxy may authorize adjournment of the Special Meeting to another date.
 
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Q.
What happens to the Warrants I hold if I vote my Ordinary Shares against approval of the Transaction Proposal and validly exercise my redemption rights?
A.
Properly exercising your redemption rights as an Chavant shareholder does not result in either a vote “FOR” or “AGAINST” the Transaction Proposal. If the Transaction is not completed, you will continue to hold your Warrants, and if Chavant does not otherwise consummate an initial business combination by January 22, 2024 or obtain the approval of Chavant shareholders to extend the deadline for Chavant to consummate an initial business combination, Chavant will be required to dissolve and liquidate, and your Warrants will expire worthless.
Q.
Who will solicit and pay the cost of soliciting proxies?
A.
Chavant will pay for the entire cost of soliciting proxies. Chavant has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Morrow its customary fee of $22,500. We will also reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
Q.
Who can help answer my questions?
A.
If you have questions about the Proposals, or if you need additional copies of this proxy statement/prospectus, the proxy card or the consent card you should contact Chavant’s proxy solicitor at:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: +1 (800) 662-5200 (toll-free) or
+1 (203) 658-9400 (banks and brokers can call collect)
Email: CLAY.info@investor.morrowsodali.com
You may also contact Chavant at:
Chavant Capital Acquisition Corp.
445 Park Avenue, 9th Floor
New York, NY 10022
Attention: Secretary
To obtain timely delivery, Chavant’s shareholders and warrant holders must request the materials no later than five business days prior to the Special Meeting.
You may also obtain additional information about Chavant from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Chavant’s transfer agent prior to 5:00 p.m., Eastern Time, on the second business day prior to the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Transaction and the proposals to be considered at the Special Meeting, you should read this proxy statement/prospectus carefully and in its entirety, including the annexes. See also the section entitled “Where You Can Find More Information.”
Parties to the Transaction
Chavant Capital Acquisition Corp.
Chavant Capital Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, or reorganization or engaging in any other similar business combination with one or more businesses or entities.
The Ordinary Shares, Warrants, and Units, each consisting of one Ordinary Share and three-quarters of one Warrant, are traded on Nasdaq under the ticker symbols “CLAY,” “CLAYW,” and “CLAYU,” respectively. In connection with the Domestication, Chavant will issue (i) one share of Class A Common Stock in exchange for and on conversion of each Ordinary Share outstanding immediately prior to the Domestication and (ii) one warrant exercisable for one share of Class A Common Stock in exchange for and on conversion of each Warrant exercisable for one Ordinary Share outstanding immediately prior to the Domestication; and will also file the Proposed Charter to, among other things, authorize two classes of common stock, the Class A Common Stock and the Class B Common Stock. In connection with the Closing, Chavant will file the Proposed Amendment to change the Company’s name to “Mobix Labs, Inc.” Chavant intends to apply to continue the listing of the shares of Class A Common Stock and warrants of New Mobix Labs on Nasdaq under the symbols “MOBX” and “MOBXW,” respectively, upon the Closing. All outstanding Units will automatically separate into the component securities immediately prior to the Closing and, as a result, will no longer trade as a separate security.
The mailing address of Chavant’s principal executive office is at 445 Park Avenue, 9th Floor New York, NY 10022, and its telephone number is (212) 745-1086.
Mobix Labs, Inc.
Based in Irvine, California, Mobix Labs is a fabless semiconductor company developing disruptive wireless and connectivity solutions for next generation communication systems, including C-Band and mmWave 5G and high bandwidth cable applications. Its True5G integrated circuits currently in development are designed to deliver significant advantages in performance, efficiency, size and cost. Its True Xero AOCs, which have been in production for several years and were acquired in the Cosemi acquisition, are designed to meet customer needs for high-quality AOC solutions at an affordable price. These innovative technologies are designed for large and rapidly growing markets where there are increasing demands for higher performance communication systems which utilize an expanding mix of both wireless and connectivity technologies.
The mailing address of Mobix Labs’ principal executive office is 15420 Laguna Canyon Rd Suite 100, Irvine, CA 92618, and its telephone number is (949) 808-8888.
The Business Combination Agreement
On November 15, 2022, Chavant, Merger Sub, and Mobix Labs, entered into a Business Combination Agreement, which was amended by Amendment No. 1 as of April 7, 2023. Pursuant to the Business Combination Agreement, among other things, Chavant will be de-registered in the Cayman Islands and be registered by way of continuation as a corporation in the State of Delaware, following which Merger Sub will merge with and into Mobix Labs, with Mobix Labs surviving the Merger as a wholly-owned direct subsidiary of Chavant. Upon closing of the Transaction, the combined company will be named Mobix Labs, Inc. The following diagram depicts the organizational structure of New Mobix Labs following the Transaction.
 
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[MISSING IMAGE: fc_business-4c.jpg]
Aggregate Transaction Consideration
Under the Business Combination Agreement, the “Aggregate Transaction Consideration” to be paid at the Closing will be a number of shares of Common Stock equal to (a) the quotient obtained by dividing (i) the assumed value of Mobix Labs of $235 million by (ii) $10.00 plus (b) a number of shares of Class A Common Stock equal to (i) the Per Share Exchange Ratio multiplied by (ii) the number of shares of Post-March 26 Financing Securities plus (c) the number of shares of Class A Common Stock comprising the Earnout Shares. The estimated maximum number of shares of Class A Common Stock that may be issued in exchange for Post-March 26 Financing Securities is 3,000,000, and this estimate is provided solely for the purpose of registering a maximum amount of shares of Class A Common Stock under the registration statement on Form S-4 of which this proxy statement/prospectus forms a part in light of the fact that the Business Combination Agreement does not cap the number of such shares that may be issuable. As of October 31, 2023, the number of additional shares of Class A Common Stock that would be issued in exchange for the Post-March 26 Financing Securities is 2,765,886. The Aggregate Transaction Consideration will be issued to holders of Mobix Labs securities as described under “— Conversion of Securities of Mobix Labs” below.
Structure of the Transaction
The Transaction is structured as a reverse triangular merger, which includes, among others, the following steps:

On the business day immediately prior to the Closing, Chavant will consummate the Domestication and then immediately incorporate as a Delaware corporation pursuant to the Proposed Charter, the form of which is attached as Annex B-1 to this proxy statement/prospectus. Chavant will also take all lawful actions (i) to adopt the bylaws substantially in the form attached as Annex C to this proxy statement/prospectus; (ii) to issue one share of Class A Common Stock in exchange for and on conversion in connection with the Domestication of each Ordinary Share outstanding immediately prior to the Domestication and (iii) to issue a Warrant exercisable for one share of Class A Common Stock in exchange for and on conversion in connection with the Domestication of each Warrant exercisable for one Ordinary Share outstanding immediately prior to the Domestication; and
 
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Pursuant to the Business Combination Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into Mobix Labs, with Mobix Labs surviving as a wholly-owned direct subsidiary of Chavant. The Merger will be effected by the filing of a certificate of merger with the Secretary of State of the State of Delaware and will be effective immediately upon such filing or such other subsequent date and time as Chavant and Mobix Labs agree and specify in such certificate of merger in accordance with the DGCL. Following the Effective Time, Chavant will file the Proposed Amendment, the form of which is attached as Annex B-3 to this proxy statement/prospectus, with the Secretary of State of the State of Delaware to change its name to “Mobix Labs, Inc.”
Conversion of Securities of Mobix Labs
At the Effective Time, by virtue of the Merger:

Each share of Mobix Labs Common Stock issued and outstanding immediately prior to the Effective Time (excluding dissenting shares and treasury shares) will automatically be converted into and become the right to receive a specified number of shares of Class A Common Stock equal to the Per Share Exchange Ratio (as defined below);

Each share of Mobix Labs Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding dissenting shares and treasury shares) will automatically be converted into and become the right to receive a specified number of shares of Class B Common Stock equal to the Per Share Exchange Ratio;

Each share of Mobix Labs Founders Preferred Stock issued and outstanding immediately prior to the Effective Time (other than treasury shares) will automatically be converted into and become the right to receive up to a specified number of Class B Common Stock equal to the Per Share Exchange Ratio; and

All treasury shares of Mobix Labs will automatically be cancelled and will cease to exist and no payment or distribution will be made with respect thereto.
The “Per Share Exchange Ratio” is the number obtained by dividing 23,500,000 by the fully diluted number of shares of Mobix Labs immediately prior to the Effective Time, which reflects the aggregate number of shares of Mobix Labs Common Stock issued and outstanding immediately prior to the Effective Time, the aggregate number of shares of Mobix Labs Common Stock into which the shares of Mobix Labs Preferred Stock could be converted (without regard to whether such shares of Mobix Labs Preferred Stock may then be converted in accordance with the Mobix Labs Charter), the aggregate number of shares of Mobix Labs Common Stock issuable upon exercise of outstanding options and warrants to purchase Mobix Labs Common Stock and Mobix Labs Convertible Instruments that convert into Mobix Labs Common Stock or shares of Mobix Labs Preferred Stock, and the aggregate number of shares of Mobix Labs Common Stock issuable upon vesting and settlement of outstanding Mobix Labs RSUs, which fully diluted number excludes the shares of Post-March 26 Financing Securities. “Closing Transaction Consideration” means the Aggregate Transaction Consideration minus the Earnout Shares. “Aggregate Transaction Consideration” means a number of shares of Common Stock equal to (a) the quotient obtained by dividing (i) the assumed value of Mobix Labs in an amount equal to $235 million by (ii) $10.00 plus (b) a number of shares of Class A Common Stock equal to (i) the Per Share Exchange Ratio multiplied by (ii) the number of shares of Post-March 26 Financing Securities plus (c) the number of shares of Class A Common Stock comprising the Earnout Shares.
Additionally, effective as of the Effective Time:

Each in-the-money vested Mobix Labs Option that is outstanding and unexercised immediately prior to the Effective Time is converted (with such conversion calculated net of any applicable exercise price) into a right to receive a specified number of shares of Class A Common Stock;

Each Mobix Labs Option that is not an in-the-money vested Mobix Labs Option that is outstanding and unexercised immediately prior to the Effective Time is assumed by Chavant and converted into a stock option to acquire a specified number of shares of Class A Common Stock, and will continue
 
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to be subject to the same terms and conditions as applied to that Mobix Labs Option immediately prior to the Effective Time;

Each Mobix Labs RSU that is unvested and outstanding immediately prior to the Effective Time is assumed by Chavant and automatically converted into a restricted stock unit covering a specified number of shares of Class A Common Stock, and will continue to be subject to the same terms and conditions as applied to that Mobix Labs RSU immediately prior to the Effective Time; and

Each Mobix Labs Warrant and Mobix Labs Convertible Instrument that is outstanding and unexercised immediately prior to the Effective Time is converted (with such conversion calculated net of any applicable exercise price) into a right to receive a specified number of shares of Class A Common Stock.
Additionally, the Business Combination Agreement also provides for a seven-year “Earnout Period,” commencing on the date that is the one year anniversary of the Closing Date, pursuant to which up to 1.75 million shares of Class A Common Stock will be distributed to the Mobix Labs Stockholders and the holders of in-the-money vested Mobix Labs Options and Mobix Labs Options that are not in-the-money vested Mobix Labs Options (the “Earnout Recipients”) if the VWAP of the Class A Common Stock exceeds $12.50 for any twenty trading days within a period of 30 consecutive trading days during the Earnout Period and an additional 1.75 million shares of Class A Common Stock will be distributed to the Earnout Recipients if the VWAP of the Class A Common Stock exceeds $15.00 for any twenty trading days within a period of 30 consecutive trading days during the Earnout Period (such shares of Class A Common Stock issuable under the circumstances described in this paragraph, collectively, the “Earnout Shares”).
Pursuant to the Proposed Charter of New Mobix Labs to be effective after the Closing, (i) the holders of Class A Common Stock and the holders of Class B Common Stock will vote together as a single class on all matters submitted to a vote of the stockholders of Mobix Labs, (ii) each holder of outstanding Class A Common Stock will be entitled to one vote for each share of Class A Common Stock held by such holder and (iii) each holder of outstanding Class B Common Stock will be entitled to ten votes for each share of Class B Common Stock held by such holder.
Conditions to Closing
The obligations of the parties to consummate the Transaction are subject to the satisfaction or waiver of certain customary conditions to closing, including, among other things: (i) the expiration or termination of all applicable waiting periods (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), (ii) Chavant having at least $5,000,001 of net tangible assets after giving effect to the PIPE Private Placement in accordance with the terms of the PIPE Subscription Agreement and following the exercise by Public Shareholders of their redemption rights, (iii) approval by the required shareholders of Chavant of the Business Combination Agreement and the Transaction, (iv) the absence of any law enacted or order issued or threatened in writing by a governmental authority having the effect of restricting or making the Transaction illegal or otherwise prohibiting, restricting or making illegal the consummation of the Transaction, (v) shareholder approval of the Chavant to extend the time period for it to consummate a business combination from January 22, 2023 to July 22, 2023, which shareholder approval has been obtained, (vi) the performance or compliance in all material respects by the parties with all of the agreements and covenants required to be performed by such party under the Transaction Agreement on or prior to the Closing Date, (vii) the resignation of certain officers and directors of Chavant and Mobix Labs and (viii) the execution and delivery of the Amended and Restated Registration Rights Agreement.
The obligations of Chavant to consummate the Transaction are also subject to the satisfaction or waiver of certain additional conditions, including (i) the absence of any material adverse effect, or any change or effect that, individually or in the aggregate would result in a material adverse effect with respect to Mobix Labs and its subsidiaries, taken as a whole, since the date of the Business Combination Agreement or would prevent, materially delay or materially impede the performance by Mobix Labs of its obligations under the Business Combination Agreement or the consummation of the Merger and other transactions contemplated under the Business Combination Agreement, (ii) delivery of the audited balance sheet of Mobix Labs as of September 30, 2021 and September 30, 2022, and the related audited statements of
 
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operations of Mobix Labs for such years, each audited in accordance with the auditing standards of the PCAOB, together with an unqualified audit report thereon from Mobix Labs’ independent registered public accounting firm (collectively, the “PCAOB Audited Financial Statements”) in form and substance reasonably satisfactory to Chavant, including together with an unqualified audit report from the independent registered public accounting firm of Mobix Labs, and (iii) that there shall not be pending, or threatened in writing, any litigation related to the Business Combination Agreement or the Transaction, or otherwise alleging a breach of fiduciary duty by or other malfeasance of an officer or director of Mobix Labs, brought by or on behalf of any Mobix Labs Stockholder against Mobix Labs, Chavant or any of their directors or officers (a “Mobix Labs Stockholder Litigation”).
The obligations of Mobix Labs to consummate the Transaction are also subject to the satisfaction or waiver of certain additional conditions, including (i) approval for the listing on Nasdaq of the shares of Class A Common Stock to be issued in connection with the Transaction and (ii) the Closing Available Cash shall not be less than $50.0 million (with a maximum of $10.0 million attributed to any equity line of credit and a minimum of $30.0 million attributed to the PIPE Subscription Agreement or similar agreements, and reduced by an amount equal to $5.0 million less any amount that is funded on or before the Closing Date, or irrevocably committed to be funded on or before the Closing Date, by the directors, officers and current Mobix Labs Stockholders and their respective affiliates, associates and family members (which $5.0 million reduction will not occur due to the funding of amounts in excess of $5.0 million before the Closing Date)).
Termination
The Business Combination Agreement may be terminated by Chavant and/or Mobix Labs under certain circumstances at any time prior to the Closing, notwithstanding any requisite approval and adoption of the Business Combination Agreement and the Transaction by the Mobix Labs Stockholders or Chavant, including, among others, (i) by Chavant or Mobix Labs if the Closing has not occurred on or before November 22, 2023 and (ii) by Chavant if any Mobix Labs Stockholder Litigation is commenced or threatened in writing by a Mobix Labs Stockholder at any time prior to the Effective Time.
There was also a condition that would have permitted Chavant to terminate the Transaction if Mobix Labs’ PCAOB Audited Financial Statements were not delivered to Chavant, in form and substance reasonably satisfactory to Chavant, on or before December 15, 2022. However, Chavant’s right to terminate the Business Combination Agreement was required to be exercised before the date of the initial public filing of the Registration Statement with the SEC. Chavant determined not to exercise this right and effectively waived this right to termination upon the initial public filing of this Registration Statement.
For more information, see the section entitled “Proposal No. 1 — The Transaction Proposal — The Business Combination Agreement — Termination” and “— Effect of Termination.”
Regulatory Approvals Required for the Transaction
The Transaction is not subject to any additional regulatory requirement or approval, except for (i) filings with the Cayman Islands Registrar of Companies and Secretary of State of the State of Delaware necessary to effectuate the Domestication, the Merger and the Proposed Amendment and (ii) filings required with the SEC pursuant to the reporting requirements applicable to Chavant, and the requirements of the Securities Act and the Exchange Act, including the requirement to file the registration statement of which this proxy statement/prospectus forms a part and to disseminate it to Chavant shareholders.
Amendments to the Charter
Pursuant to the Business Combination Agreement, in connection with the Domestication, Chavant’s Existing Charter will be amended and restated to:

eliminate various provisions in the Existing Charter applicable only to special purpose acquisition companies;

increase the authorized share capital from 201,000,000 shares, consisting of (a) 200,000,000 ordinary shares, par value $0.0001 per share, and (b) 1,000,000 preference shares, par value $0.0001 per
 
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share, to authorized capital stock of 300,000,000 shares, consisting of three classes: (i) 285,000,000 shares of Class A Common Stock, $0.00001 par value per share, (ii) 5,000,000 shares of Class B Common Stock, $0.00001 par value per share, and (iii) 10,000,000 shares of Preferred Stock, $0.00001 par value per share;

provide that the holders of Class A Common Stock are entitled to one vote per share, while the holders of Class B Common Stock are entitled to ten votes per share, and all such holders will vote together as a single class except as otherwise required by applicable law;

provide that so long as any shares of Class B Common Stock remain outstanding, the holders of a majority of the voting power of the Class B Common Stock, voting as a separate class, shall be entitled to elect up to three members of the New Mobix Labs Board (each, a “Class B Director”), remove any Class B Director, and fill any vacancy caused by the death, resignation, disqualification, removal or other cause of any Class B Director;

provide that, except for those directors, if any, elected by the holders of any series of preferred stock then outstanding pursuant to the Proposed Charter, that the Board shall be divided into three classes designated as Class I, Class II and Class III, with each class to contain (for as long as there are three Class B Directors then in office) not more than one Class B Director;

provide that, except for those directors, if any, elected by the holders of any series of preferred stock then outstanding pursuant to the Proposed Charter, for so long as the Board is classified, any director or the entire Board may be removed only for cause, and only by the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote, voting together as a single class;

provide that, in addition to any affirmative vote required by applicable law and/or the Proposed Charter, the vote of at least 6623% of the voting power of the Company’s outstanding shares of capital stock is required to amend certain provisions of the Proposed Charter;

provide that, in addition to any affirmative vote required by applicable law and/or the Proposed Charter, the vote of at least 6623% of the voting power of the Company’s outstanding shares of capital stock is required for the Company’s stockholders to amend the Proposed Bylaws;

provide that the stockholders may not take action by written consent but may only take action at annual or special meetings of stockholders; provided, however, that, any action to be taken at any meeting of the holders of shares of Class B Common Stock, voting as a separate class, may be taken by written consent;

remove the renunciation of the corporate opportunity doctrine in the Existing Charter;

provide that, unless the Company consents to a different forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, then another state or federal court located within the State of Delaware) shall be the exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of fiduciary duty owed by any director, officer or employee of the Company to the Company or the Company’s stockholders, (c) any civil action to interpret, apply or enforce any provision of the DGCL, (d) any civil action to interpret, apply, enforce or determine the validity of the provisions of the Proposed Charter or the Proposed Bylaws or (e) any action asserting a claim governed by the internal affairs doctrine, in all cases, subject to the court having personal jurisdiction over the parties named as defendants; provided, however, that the foregoing will not apply to any causes of action arising under the Securities Act or the Exchange Act;

provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act to the fullest extent permitted by law; provided, however, that the foregoing will not apply to any action asserting claims under the Exchange Act; and

change the Company’s corporate name to “Mobix Labs, Inc.”
 
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For more information about the Proposed Charter, see the sections entitled “Proposal No. 3 — The Organizational Documents Proposal” and “Proposal No. 4 — The Advisory Governance Proposals.” For a description of the securities of New Mobix Labs, see “Description of New Mobix Labs’ Securities.”
Certain Agreements Related to the Transaction
Sponsor Letter Agreement
Concurrently and in connection with the execution of the Business Combination Agreement, the Sponsor and the directors and officers of Chavant (together with the Sponsor, the “SPAC Parties”) entered into the Sponsor Letter Agreement with Chavant and Mobix Labs, pursuant to which the SPAC Parties agreed to, among other things, (a) vote, or cause to be voted, all Ordinary Shares and Warrants held by the SPAC Parties in favor of adopting the Business Combination Agreement and the Transaction; (b) vote against any merger, purchase of all or substantially all of any person’s assets or other business combination transaction (other than the Business Combination Agreement in connection with the Transaction) or any proposal, action or agreement that would reasonably be expected to impede, frustrate or prevent the Transaction, or violate certain provisions of the Business Combination Agreement; (c) not elect to redeem or otherwise tender or submit for redemption its Ordinary Shares in connection with the Transaction; (d) not transfer or deposit into a voting trust, or enter into a voting agreement or any similar agreement, or grant a proxy or power of attorney, with respect to the Ordinary Shares held by the SPAC Party, or enter into any agreement inconsistent with or that would restrict performance of such SPAC Party’s obligations under the Sponsor Letter Agreement; and (e) cause any securities of Chavant that a SPAC Party purchases or otherwise acquires beneficial ownership in after the execution of the Sponsor Letter Agreement to be subject to the terms and conditions of the Sponsor Letter Agreement.
PIPE Subscription Agreement
Concurrently and in connection with the execution of the Business Combination Agreement, Chavant entered into the PIPE Subscription Agreement with the PIPE Investor, ACE SO4 Holdings Limited, pursuant to which the PIPE Investor has agreed to purchase 3,000,000 shares of Class A Common Stock at a price of $10.00 per share for an aggregate amount of $30.0 million, substantially concurrently with the closing of the Transaction, on the terms and subject to the conditions of the PIPE Subscription Agreement. Pursuant to the PIPE Subscription Agreement, Chavant has agreed to file the PIPE Resale Registration Statement within 45 days of Closing.
Pursuant to the PIPE Subscription Agreement, Chavant agreed to issue the Make-Whole Shares to the PIPE Investor in the event that the volume weighted average price per share of the 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 the PIPE Resale Registration Statement is declared effective (the “Adjustment Period VWAP”) is less than $10.00 per share. In such case, the PIPE Investor will be entitled to receive a number of Make-Whole Shares equal to the product of (x) the number of shares of Class A Common Stock issued to the PIPE Investor at the closing of the subscription and held by the PIPE Investor 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. In the event that the Adjustment Period VWAP is less than $7.00, the Adjustment Period VWAP will be deemed to be $7.00.
In addition, the PIPE Investor agreed that it will not exercise voting rights relating to the Class A Common Stock representing a 10% or greater voting interest in New Mobix Labs on any matter subject to a vote of holders of common shares and agreed that it will not obtain or exercise, as a result of its investment in New Mobix Labs, (i) “control,” as such term is defined under applicable regulations within the jurisdiction of CFIUS, of New Mobix Labs or its subsidiaries, (ii) access to any “material non-public technical information,” within the meaning of such regulations, in the possession of New Mobix Labs and its subsidiaries, (iii) the right to appoint any board member or board observer to the New Mobix Labs Board or its subsidiaries or (iv) any involvement in any “substantive decision-making,” within the meaning of such regulations, related to New Mobix Labs or its subsidiaries.
 
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Amended and Restated Registration Rights and Lock-Up Agreement
In connection with the consummation of the Transaction, an Amended and Restated Registration Rights and Lock-Up Agreement will be entered into by New Mobix Labs, the Sponsor, the Representatives and their designees, certain equityholders of Chavant (collectively with the Sponsor, the “Founder Equityholders”) and certain equityholders of Mobix Labs (the “Legacy Mobix Labs Holders” and, together with the Founder Equityholders and certain other holders, the “Holders”).
Pursuant to the terms of the Amended and Restated Registration Rights and Lock-Up Agreement, New Mobix Labs will be obligated, within 45 days of the consummation of the Transaction, to file a registration statement to register the resale of certain securities of New Mobix Labs held by the Holders and to use reasonable best efforts to cause the registration statement to become effective as soon as reasonably practical after the initial filing of the registration statement. The Amended and Restated Registration Rights and Lock-Up Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.
Subject to certain exceptions, the Amended and Restated Registration Rights and Lock-Up Agreement further provides the Founder Equityholders and Legacy Mobix Labs Holders shall not transfer their Common Stock until (a) with respect to 50% of such shares, for a period ending on the earlier of the one-year anniversary of the Closing Date and the date on which the VWAP of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following the consummation of the Transaction or (b) with respect to the remaining 50% of such shares, for a period ending on the earlier of the one-year anniversary of the Closing Date and the date on which the VWAP of the Class A Common Stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following the consummation of the Transaction.
Written Consents
On November 15, 2022, Mobix Labs delivered to Chavant the irrevocable Written Consent containing the requisite vote by the Mobix Labs Stockholders (including the Key Mobix Labs Stockholders) in favor of the approval and adoption of the Business Combination Agreement, the Transaction and all other transactions contemplated by the Business Combination Agreement (the “Consenting Mobix Labs Stockholders”). On April 7, 2023, Mobix Labs delivered to Chavant the Written Consent to Amendment No. 1 containing the requisite vote by the Mobix Labs Stockholders (including the Key Mobix Labs Stockholders), dated April 6, 2023, adopting and approving Amendment No. 1. The delivery of the Written Consents by the Consenting Mobix Labs Stockholders was sufficient to adopt the Business Combination Agreement and approve the Transaction (including the Merger), and no other vote from any other holder of Mobix Labs Capital Stock is required to consummate the Transaction.
Ownership of New Mobix Labs After the Closing
As a result of the Transaction and the consummation of the transactions contemplated by the Business Combination Agreement and the PIPE Subscription Agreement, the amount of shares of Class A Common Stock outstanding will increase by approximately 861.6% to approximately 26,722,534 shares, and the amount of shares of Common Stock (including both Class A Common Stock and Class B Common Stock) will increase by approximately 940.8% to approximately 28,921,632 shares (in each case, assuming that no Ordinary Shares are redeemed and no Post-March 26 Financing Securities exist as of the Closing). Additional shares of New Mobix Labs’ Class A Common Stock may become outstanding in the future as a result of the existence of any Post-March 26 Financing Securities as of the Closing, any issuance of the Earnout Shares, any issuance of the Make-Whole Shares, the exercise of the Warrants, the conversion of the Chavant Promissory Notes into Warrants, any issuance upon the exercise of the Assumed Options or the vesting of the Assumed RSUs or pursuant to the 2023 Equity Incentive Plan or the 2023 Employee Stock Purchase Plan. The issuance and sale of any such shares in the public market could adversely impact the market price of the New Mobix Labs’ Class A Common Stock even if the business is doing well.
 
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Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.
Upon the consummation of the Transaction, we expect that the holders of Class B Common Stock, comprising mostly Mobix Labs’ founders, directors and officers, will own approximately 45.1% of the combined voting power of the issued and outstanding shares of Common Stock of New Mobix Labs and may exert significant influence on the corporate actions of New Mobix Labs which require stockholder approval.
Chavant’s Extraordinary General Meeting
The Transaction and the Proposals presented above will be acted upon at the Special Meeting. This proxy statement/prospectus is being sent to Chavant shareholders who owned Ordinary Shares at the close of business on the record date for the Special Meeting and are therefore entitled to vote at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. See “Questions and Answers About the Special Meeting and the Related Proposals” above and “Extraordinary General Meeting” below for information regarding the Special Meeting.
Recommendation of the Chavant Board of Directors and Reasons of the Transaction
The Board believes that the Transaction Proposal and the other proposals to be presented at the Special Meeting are in the best interest of Chavant’s shareholders and unanimously recommends that our shareholders vote “FOR” the Transaction Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, “FOR” the Advisory Governance Proposals, “FOR” the Nasdaq Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” each of the director nominees put forth in the Director Election Proposal, and “FOR” the Adjournment Proposal, if presented to the Special Meeting. See “Proposal No. 1 — The Transaction Proposal —  The Transaction — Recommendation of the Chavant Board of Directors” and “Proposal No. 1 — The Transaction Proposal ― The Transaction — Chavant’s Board of Directors’ Reasons for the Approval of the Transaction.”
Reasons for the Approval of the Transaction
After consideration, Chavant’s Board recommends that Chavant shareholders vote “FOR” each Proposal being submitted to a vote of the Chavant shareholders at the Special Meeting.
For a description of Chavant’s Board’s reasons for the approval of the Transaction and the recommendation of Chavant’s Board, see the section entitled “Proposal No. 1 — The Transaction Proposal —  The Transaction — Chavant’s Board of Directors’ Reasons for the Approval of the Transaction.”
Redemption Rights
Public Shareholders may seek to redeem their Public Shares, regardless of how they vote or do not vote in relation to the proposed Transaction, for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Transaction, including interest earned on the funds held in the Trust Account (including interest earned and not previously released to Chavant to pay its taxes), divided by the number of then outstanding Public Shares. If a holder properly seeks redemption as described in this section and the Transaction is consummated, the holder will no longer own these shares following the Transaction. For illustrative purposes, the closing price of the Ordinary Shares on October 30, 2023 was $11.08 per share. The amount held in our Trust Account was approximately $8,676,157 as of September 30, 2023, and assuming the deposit of an additional $0.05 per non-redeeming Public Share per month through January 22, 2024 pursuant to the terms of the Third Extension, the implied redemption value is $11.29 per Public Share (without giving effect to any accrued interest after September 30, 2023).
If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own those Public Shares. You will be entitled to receive cash for your Public Shares only if you properly exercise your right to redeem the Public Shares you hold and deliver your
 
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Public Shares (either physically or electronically) to the transfer agent, prior to 5:00 p.m., Eastern Time, on December 12, 2023 (two business days prior to the vote at the Special Meeting), and the Transaction is consummated. See the section entitled “Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.
Material U.S. Federal Income Tax Considerations for Holders of Ordinary Shares
For a discussion of material U.S. federal income tax consequences of exercising your redemption rights, see the section entitled “Material U.S. Federal Income Tax Considerations.”
The Sponsor and Chavant’s Directors and Officers Have Financial Interests in the Transaction
Chavant’s Board and executive officers may have interests in the Transaction that are different from, in addition to or in conflict with your interests as a Chavant shareholder. These interests include, among other things, the interests described below.
Our Sponsor has waived (i) its right to redeem any of its Founder Shares in connection with the Transaction as well as (ii) its rights to any liquidation distributions from the Trust Account with respect thereto if we fail to complete the Transaction within the required period. In addition, the beneficial ownership of the Sponsor, which is managed by Chavant Capital Partners Manager LLC (of which Dr. Ma is its sole member), of an aggregate of 1,580,813 Founder Shares and 2,794,332 Private Warrants, which (i) will convert into an aggregate amount of 1,580,813 shares of Class A Common Stock and 2,794,332 Warrants to purchase shares of Class A Common Stock, respectively, in connection with the Transaction, (ii) would have an estimated value at the time of the Transaction of approximately $17,515,408 and $59,240, respectively, based on the closing price of $11.08 per Public Share on Nasdaq on October 30, 2023 and the closing price $0.0212 per Public Warrant on Nasdaq on October 30, 2023 and (iii) would become worthless if we do not complete an initial business combination by January 22, 2024. As a result of the nominal price paid for the Founder Shares, the Sponsor can earn a positive rate of return on its investment, even if other shareholders experience a negative rate of return following the consummation of the Transaction.
The beneficial ownership of certain of our directors and executive officers, including (i) André-Jacques Auberton-Hervé, Chavant’s Chairman, of an aggregate of 27,826 Founder Shares; (ii) Michael Lee, Chavant’s chief financial officer, of an aggregate of 24,348 Founder Shares; (iii) Karen Kerr, Chavant’s director, of an aggregate of 24,348 Founder Shares; (iv) Bernhard Stapp, Chavant’s director, of an aggregate of 24,348 Founder Shares; and (v) Patrick J. Ennis, Chavant’s director, of an aggregate of 24,348 Founder Shares, which shares would become worthless if we do not complete an initial business combination by January 22, 2024, as our directors and officers have waived any right to redemption with respect to these shares. As a result of the nominal price paid for the Founder Shares, these directors and officers can earn a positive rate of return on their investment, even if other shareholders experience a negative rate of return following the consummation of the Transaction.
The Sponsor has also made, and may make additional, working capital loans prior to the Closing of the Transaction, up to $1,500,000 of which are convertible into Warrants at a price of $1.00 per Warrant at the option of the lender, which may not be repaid if the Transaction is not completed. Funds were, and are expected to be, provided to the Sponsor for purposes of the working capital loans by the Chairman of the Board or an entity affiliated with him and by an existing investor in the Sponsor and/or persons affiliated with such investor. As of November 1, 2023, Chavant had issued outstanding promissory notes to the Sponsor of $1,650,000, of which $1,150,000 would be convertible into Warrants at the option of the Sponsor, and had drawn down an aggregate of $1,550,000 of Working Capital Loans under such promissory notes (of which $100,000 was received on November 2, 2023). The Warrants underlying the $1,150,000 of convertible debt would have an estimated value at the time of the Transaction of $24,380, based on the closing price of $0.0212 per Public Warrant on Nasdaq on October 30, 2023.
In addition, the Sponsor has agreed that it will be liable to Chavant if and to the extent any claims by a third party for services rendered or products sold to Chavant, or a prospective target business with which Chavant has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination Agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of
 
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the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act.
The Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Chavant’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations but will not receive reimbursement for any out-of-pocket expenses to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated. As of June 30, 2023, Chavant had unpaid reimbursable expenses to the Sponsor, officers and directors of approximately $160,308, which includes expenses incurred in connection with the administrative services agreement, as further described in “Certain Chavant Relationships and Related Person Transactions — Administrative Services” and consulting fees paid to New Highland, LLC in connection with the preparation of certain financial statements, as further described in “Information About Chavant — Executive Officers and Director Compensation.” In addition, none of Chavant’s officers or directors has received any cash compensation for services rendered to Chavant, except for the amounts that we pay, and have paid, New Highland, LLC, of which Chavant’s chief financial officer is the managing member, for consulting services, as described in “Information About Chavant ― Executive Officers and Director Compensation.” In addition, all of the current members of the Board are expected to continue to serve as directors at least through the date of the general meeting to vote on a proposed business combination and may even continue to serve following any potential business combination and receive compensation thereafter. In particular, Dr. Ma, Chavant’s chief executive officer and a director, is expected to serve on the New Mobix Labs Board, if the Transaction is consummated. You should also be aware of the continued indemnification of current directors and officers of Chavant and the continuation of directors’ and officers’ liability insurance following the consummation of the Transaction.
In addition, under the Existing Charter, to the extent allowed by law, the doctrine of corporate opportunity does not apply with respect to Chavant or any of its officers or directors. While this may result in a potential conflict of interest as between the fiduciary duties or contractual obligations of our officers or directors and the interests of Chavant and its shareholders, it did not impact our search for an initial business combination target, including Mobix Labs.
Appraisal Rights and Dissenters’ Rights
Holders of Ordinary Shares or, following the Domestication, shares of Class A Common Stock converted from the Ordinary Shares, do not have appraisal rights or dissenters’ rights in connection with the Transaction under the Cayman Islands Companies Act or the DGCL.
Emerging Growth Company
Chavant is, and following the Transaction, New Mobix Labs will be an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is
 
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irrevocable. Chavant has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, Chavant, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Chavant’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.
We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Chavant IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which we have issued more than $1 billion in non-convertible debt securities during the prior three-year period.
Smaller Reporting Company
Additionally, Chavant is, and following the Transaction, New Mobix Labs will be a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates exceeds $250 million as of the last business day of our second fiscal quarter, or (ii) our annual revenue exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the last business day of our second fiscal quarter.
Risk Factor Summary
In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider all of the risks and uncertainties described in the section of this proxy statement/prospectus captioned “Risk Factors” immediately following this Summary. These risks include, but are not limited to, the following:
Risks Related to Mobix Labs’ Business and Industry

Mobix Labs is an early stage company, and its limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter.

We cannot predict whether Mobix Labs will succeed in generating revenue growth or whether it will ever achieve profitability. Mobix Labs’ forecasts and projections that were initially presented to Chavant’s board of directors were based upon assumptions, analyses and internal estimates developed by its management that were intended to reflect Mobix Labs’ management’s views as of the time they were prepared and presented. However, the assumptions underlying these forecasts have not proven to be correct, and Mobix Labs’ actual operating results have been, and Mobix Labs’ management expects that they will continue to be, significantly less favorable than those forecasted or projected.

Mobix Labs has incurred losses in the operation of its business and anticipate that its expenses, including related to research and development activities, will increase and that it will continue to incur losses in the future. It may never achieve or sustain profitability, and there is substantial doubt concerning its ability to continue as a going concern.

Mobix Labs may be unable to meet its capital requirements, including capital required for continued investments to reach first production and revenue from its semiconductor solutions, which could limit its ability to grow and jeopardize its ability to continue its business operations.

Mobix Labs will need to raise additional capital in the future in order to execute its business plan, which may not be available on terms acceptable to Mobix Labs, or at all. Any fund-raising that involves the sale and issuance of equity securities can substantially dilute existing stockholders.
 
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Mobix Labs’ semiconductor products are in development with several target customers, and it does not expect to commence sale of these products until the second half of calendar year 2024, subject to its ability to raise additional capital. If Mobix Labs’ target customers are unable to successfully develop and commercialize their wireless products and solutions, or experience significant delays in doing so, the commercialization of Mobix Labs’ semiconductor products may be delayed.

Markets for Mobix Labs’ wireless and 5G products are still developing and may not develop at the speed and scale as expected.

Mobix Labs relies in part on its customers to design its semiconductor products. The nature of the design process requires Mobix Labs to incur expenses upfront, before customers commit to use its products or recognizing revenue from those expenses, which may adversely affect its financial results.

Mobix Labs has historically generated a substantial portion of its revenues from one connectivity customer and expects that it will generate revenue from a limited number of customers in the near future, and the loss of any of the key customers could have a material adverse effect on its business.

Mobix Labs depends on third-party offshore manufacturers for producing its products, and in the event of a disruption in its supply chain, any efforts to develop alternative supply sources may not be successful or may take longer to take effect than anticipated.

The markets for Mobix Labs’ semiconductor and connectivity products and solutions are highly competitive and some market participants have substantially greater resources.

Mobix Labs relies significantly on channel partners to sell and support its products and solutions, and the failure of this channel to be effective could materially reduce its sales.

Mobix Labs’ gross margin and results of operations have been and may be adversely affected by the price increase of certain components due to inflation and supply chain constraints.

Mobix Labs’ financial condition and business could be adversely affected by outbreak of contagious disease such as the COVID-19 pandemic which has had an impact on its business operations.

Global political and economic uncertainty and adverse conditions related to Mobix Labs’ international operations could materially and adversely affect its business, financial condition and results of operations.

Mobix Labs’ business strategy relies in part on acquisitions of companies, assets or technologies to create growth and increase cash flow. Mobix Labs may not be able to consummate future strategic acquisitions or fully realize anticipated benefits from past or future acquisitions or investments.

Mobix Labs identified material weaknesses in its internal control over financial reporting. If Mobix Labs is unable to remediate these material weaknesses, or if it identifies additional material weaknesses in the future or otherwise fails to maintain effective internal control over financial reporting, it may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect Mobix Labs’ business and share price.

Mobix Labs is exposed to potential impairment charges on certain assets.
Risks Related to the Domestication

The Domestication may result in adverse tax consequences (including the imposition of withholding taxes and income taxes) for holders of Ordinary Shares and Warrants, including holders exercising their redemption rights with respect to the Ordinary Shares. We do not intend to make any cash distributions to shareholders to pay such taxes.
Risks Related to Chavant and the Transaction

Chavant shareholders will have a reduced ownership and voting interest after the Transaction and will exercise less influence over management.

There can be no assurance that New Mobix Labs’ Class A Common Stock will be approved for listing on Nasdaq or that New Mobix Labs will be able to comply with the continued listing standards of Nasdaq.
 
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If the Transaction’s benefits do not meet the expectations of investors or securities analysts, the market price of Chavant’s securities or, upon the consummation of the Transaction, New Mobix Labs’ securities, may decline.

The unaudited pro forma financial information included herein may not be indicative of what New Mobix Labs’ actual financial position or results of operations would have been.

Chavant’s board of directors did not obtain a fairness opinion in determining whether to proceed with the Transaction, and, as a result, the terms may not be fair from a financial point of view to the Public Shareholders.

Chavant’s directors have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Transaction Proposal and approval of the other Chavant Proposals.

The absence of a specified maximum redemption threshold may make it easier for Chavant to consummate the Transaction even if a substantial majority of Chavant’s Public Shareholders elect to redeem their shares.
Risks Related to Ownership of Class A Common Stock Following the Transaction

The market price of New Mobix Labs’ Class A Common Stock may be volatile, and the value of its Class A Common Stock may decline.

Future sales and issuances of Class A Common Stock after the consummation of the Transaction including the issuance of Make-Whole Shares under the PIPE Subscription Agreement may result in the dilution of our stockholders, create downward pressure on the price of our Class A Common Stock, and restrict our ability to raise additional capital or take advantage of future opportunities.

The Transaction may not achieve Mobix Labs’ objectives of providing the company with sufficient capital, or Mobix Labs may be unable to obtain additional capital on attractive terms or at all, and you may experience dilution as a result.
 
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SELECTED HISTORICAL FINANCIAL DATA OF MOBIX LABS
The selected historical statements of operations data of Mobix Labs for the years ended September 30, 2022 and 2021 and the historical balance sheet data as of September 30, 2022 and 2021 are derived from Mobix Labs’ audited financial statements included elsewhere in this proxy statement/prospectus.
The selected historical statements of operations data of Mobix Labs for the nine months ended June 30, 2023 and 2022 and the historical balance sheet data as of June 30, 2023 are derived from Mobix Labs’ unaudited condensed financial statements included elsewhere in this proxy statement/prospectus. In the opinion of Mobix Labs’ management, the unaudited condensed financial statements include all adjustments necessary to state fairly Mobix Labs’ financial position as of June 30, 2023 and its results of operations for the nine months ended June 30, 2023 and 2022.
Mobix Labs’ historical results are not necessarily indicative of the results that may be expected in the future. The information below is only a summary and should be read in conjunction with the sections entitled “Mobix Labs Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Mobix Labs’ financial statements, and the notes related thereto, which are included elsewhere in this proxy statement/prospectus.
Nine Months Ended
June 30,
Year Ended
September 30,
2023
2022
2022
2021
(in thousands, except per share amounts)
Statement of Operations Data:
Total net revenue
$ 791 $ 2,854 $ 3,309 $ 435
Costs and expenses
31,595 18,992 27,023 22,165
Loss from operations
(30,804) (16,138) (23,714) (21,730)
Total other expenses
1,714 361 426 239
Provision (benefit) for income taxes
18 (187) (273) (1,978)
Net loss and comprehensive loss
(32,536) (16,312) (23,867) (19,991)
Net loss per common share, basic and diluted
$ (2.34) $ (1.58) $ (2.25) $ (3.23)
As of
As of
As of
June 30, 2023
September 30, 2022
September 30, 2021
(in thousands)
Balance Sheet Data:
Cash
$ 117 $ 178 $ 1,013
Working capital(1)
(18,838) (19,982) (12,717)
Total assets
18,730 15,484 18,884
Convertible notes – noncurrent
625 625
Total liabilities
21,817 22,603 16,647
Redeemable convertible preferred stock
2,300 2,300 2,300
Total stockholders’ deficit
(5,387) (9,419) (63)
(1)
Working capital is defined as total current assets less total current liabilities.
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF CHAVANT
The selected historical statement of operations data of Chavant for the year ended December 31, 2022 and the period from March 19, 2021 (inception) through December 31, 2021 and the historical balance sheet data as of December 31, 2022 and December 31, 2021 are derived from Chavant’s audited financial statements included elsewhere in this proxy statement/prospectus. The selected historical statement of operations data of Chavant for the six months ended June 30, 2023 and 2022 and the historical balance sheet as of June 30, 2023 are derived from Chavant’s unaudited financial statements included elsewhere in this proxy statement/prospectus.
Chavant’s historical results are not necessarily indicative of the results that may be expected in the future. As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to Chavant, prior to and without giving pro forma effect to the impact of the Transaction, and as a result, the results reflected in this section may not be indicative of the results of New Mobix Labs going forward. The information below is only a summary and should be read in conjunction with “Chavant’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Chavant financial statements, and the notes related thereto, which are included elsewhere in this proxy statement/prospectus.
Six Months
Ended
June 30, 2023
Six Months
Ended
June 30, 2022
Year
Ended
December 31, 2022
From March 19,
2021 (inception)
through
December 31, 2021
(in thousands, except per share amounts)
Statement of Operations Data:
Loss from operations
$ (771) $ (811) $ (1,260) $ (762)
Total other income
$ 201 $ 1,450 $ 484 $ 1,124
Net (loss) income
$ (570) $ 639 $ (776) $ 361
Basic and diluted net income (loss) per ordinary share subject to redemption
$ 0.19 $ 0.06 $ (0.10) $ 0.38
Basic and diluted net (loss) income per non-redeemable ordinary share
$ (0.37) $ 0.06 $ (0.16) $ (0.73)
As of
June 30, 2023
As of
December 31, 2022
As of
December 31, 2021
(in thousands)
Balance Sheet Data:
Cash
$ 40 $ 176 $ 241
Total assets
$ 9,352 $ 10,011 $ 80,676
Total liabilities
$ 3,337 $ 2,421 $ 1,736
Ordinary shares subject to possible redemption
$ 9,212 $ 9,735 $ 80,000
Total shareholder’s deficit
$ (3,197) $ (2,145) $ (1,060)
 
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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included below have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.
The following selected unaudited pro forma condensed combined financial data (the “Selected Pro Forma Information”) gives effect to the Transaction and the EMI Transaction. The Transaction is expected to be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, although Chavant will acquire all of the outstanding equity interests of Mobix Labs in the Transaction, Chavant will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Transaction will be reflected as the equivalent of Mobix Labs issuing shares for the net assets of Chavant, followed by a recapitalization whereby no goodwill or other new intangible assets are recorded. The results of operations prior to the Transaction will be those of Mobix Labs. There will be no accounting effects or changes in the carrying amount of the assets and liabilities as a result of the Domestication. Additionally, the EMI Transaction is expected to be accounted for as a business combination, in accordance with GAAP. Pursuant to the EMI Merger Agreement (as defined in “Information About Mobix Labs — Potential Strategic Acquisition of EMI Solutions”), upon the consummation of the transaction contemplated therein, EMI Solutions will become a wholly-owned subsidiary of Mobix Labs (the “EMI Transaction”). Accordingly, the EMI Transaction will include preliminary purchase price accounting adjustments. If the EMI Transaction is consummated prior to the Closing of the Transaction, the aggregate number of shares of Class A Common Stock or Class B Common Stock equal to $235 million to be allocated to certain Mobix Labs equityholders in the Transaction will include shares issued to the EMI Shareholder upon conversion of 964,912 shares of common stock of Mobix Labs to be issued in the EMI Transaction. The selected unaudited pro forma condensed combined balance sheet as of June 30, 2023 gives effect to the Transaction and the EMI Transaction as if they had occurred on June 30, 2023. The selected unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023 and the year ended December 31, 2022 gives effect to the Transaction and the EMI Transaction as if they had occurred on January 1, 2022.
The Selected Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information included in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus and the accompanying notes thereto. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of Chavant and Mobix Labs for the applicable periods included in this proxy statement/prospectus. The Selected Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what New Mobix Labs financial position or results of operations actually would have been had the Transaction been completed as of the dates indicated. In addition, the Selected Pro Forma Information does not purport to project the future financial position or operating results of New Mobix Labs following the reverse recapitalization.
The selected pro forma combined financial statements have been prepared assuming two alternative levels of redemption into cash of Chavant Ordinary Shares:

Scenario 1 — Assuming No Redemptions:   This scenario assumes that none of Chavant’s Public Shareholders exercise redemption rights with respect to their Public Shares.

Scenario 2 — Assuming Maximum Redemptions:   This scenario assumes that all 778,912 Public Shares1 are redeemed for aggregate redemption payments of approximately $8.8 million (assuming a redemption price of approximately $11.29 per Public Share2), which represents the maximum number of Public Shares that can be redeemed in connection with the Closing. As all of the holders
1
Represents 856,042 Public Shares subject to possible redemption as of June 30, 2023, less 77,130 Public Shares redeemed in connection with the Third Extension in July 2023.
2
The amount held in our Trust Account was approximately $8,676,157 as of September 30, 2023, and assuming the deposit of an additional $0.05 per non-redeeming Public Share per month through January 22, 2024 pursuant to the terms of the Third Extension, the implied redemption value is $11.29 per Public Share (without giving effect to any accrued interest after September 30, 2023).
 
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of Chavant’s non-redeemable Ordinary Shares waived their redemption rights, only redemptions by Public Shareholders are reflected in this presentation. This scenario includes all adjustments contained in the “no redemption” scenario and presents additional adjustments to reflect the effect of the maximum redemptions.
The Selected Pro Forma Information has been prepared on the assumption that, at the Closing, the Mobix Labs security holders will receive an aggregate number of shares of Class A Common Stock or Class B Common Stock equal to (a) the quotient obtained by dividing (i) the assumed value of Mobix Labs in an amount equal to $235 million by (ii) $10.00 plus (b) a number of shares of Class A Common Stock equal to (i) the Per Share Exchange Ratio multiplied by (ii) the number of shares of Post-March 26 Financing Securities plus (c) the number of shares of Class A Common Stock comprising the Earnout Shares.
The estimated maximum number of shares of Class A Common Stock that may be issued in exchange for Post-March 26 Financing Securities is 3,000,000, and this estimate is provided solely for the purpose of registering a maximum amount under the registration statement on Form S-4 of which this proxy statement/prospectus forms a part in light of the fact that the Business Combination Agreement does not cap the number of such shares that may be issuable. As of October 31, 2023, Mobix Labs has issued Post-March 26 Financing Securities consisting of 2,188,234 shares of Mobix Labs Common Stock, warrants to purchase 651,337 shares of Mobix Labs Common Stock, and convertible notes expected to be converted into 29,970 shares of Mobix Labs Common Stock, which are expected to be exchanged into a total of 2,765,886 shares of Class A Common Stock at the Closing.
The Selected Pro Forma Information also does not take into account shares of Common Stock that are issuable as an additional consideration to Earnout Recipients (as defined in Business Combination Agreement) who are entitled to earn up to 3,500,000 additional shares of Common Stock, upon achievement of the First Level Earnout Target and the Second Level Earnout Target, each as defined in the Business Combination Agreement.
The following table summarizes anticipated pro forma ownership of outstanding Common Stock after giving effect to the Merger under the “no” and “maximum” redemption scenarios, excluding the potential dilutive effect of the Earnout Shares, Make-Whole Shares, Public Warrants and Private Warrants:
No Redemption
Maximum
Redemption
Class A
Common
Stock Shares
%
Class A
Common
Stock Shares
%
Stockholders
Mobix Labs equityholders(1)(2)
26,265,886 82.0% 26,265,886 84.0%
Chavant Public Shareholders (redeemable shares)
778,912 2.4% 0.0%
Shares held by Sponsor and other Initial Shareholders
2,000,000 6.2% 2,000,000 6.4%
PIPE Investor(3)
3,000,000 9.4% 3,000,000 9.6%
Pro forma weighted average shares outstanding – basic and diluted
32,044,798 100.0% 31,265,886 100.0%
(1)
The pro forma financial information has been prepared based on an assumed issuance of (i) 23,500,000 shares of Class A Common Stock (or Class B Common Stock, as applicable, with the final allocation based on the Per Share Exchange Ratio) to the Mobix Labs equityholders at the Closing and assuming no adjustment to the Aggregate Transaction Consideration for Earnout Shares, which represents the maximum number of shares of Class A Common Stock (or Class B Common Stock, as applicable, with the final allocation based on the Per Share Exchange Ratio) issuable pursuant to the Business Combination Agreement, including the shares of Class A Common Stock underlying the Assumed Options and Assumed RSUs and (ii) 2,765,886 shares to holders of Post-March 26 Financing Securities that have been issued as of October 31, 2023. The Aggregate Transaction Consideration will be increased to include any additional shares of Class A Common Stock that may be issued in exchange for Post-March 26 Financing Securities to be issued after October 31, 2023. The estimated maximum
 
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number of additional shares in exchange for all Post-March 26 Financing Securities that may be issued prior to the Closing is 3,000,000, and this estimate is provided solely for the purpose of registering a maximum amount under the registration statement on Form S-4 of which this proxy statement/prospectus forms a part in light of the fact that the Business Combination Agreement does not cap the number of such shares that may be issuable. As of October 31, 2023, Mobix Labs has issued Post-March 26 Financing Securities consisting of 2,188,234 shares of Mobix Labs Common Stock, warrants to purchase 651,337 shares of Mobix Labs Common Stock, and convertible notes expected to be converted into 29,970 shares of Mobix Labs Common Stock, which are expected to be exchanged into a total of 2,765,886 shares of Class A Common Stock at the Closing. The Aggregate Transaction Consideration payable to Mobix Labs equityholders will be an aggregate number of shares of Class A Common Stock or Class B Common Stock equal to (a) the quotient obtained by dividing (i) the assumed value of Mobix Labs in an amount equal to $235 million by (ii) $10.00 plus (b) a number of shares of Class A Common Stock equal to (i) the Per Share Exchange Ratio multiplied by (ii) the number of shares of Post-March 26 Financing Securities plus (c) the number of shares of Class A Common Stock comprising the Earnout Shares. Accordingly, the actual number of shares to be issued to the Mobix Labs equityholders will be calculated as of the Closing Date and will be different than the assumed number of such shares presented for purposes of this section based on the assumed Per Share Exchange Ratio. In addition, the actual Per Share Exchange Ratio may be different to the extent of any change in the fully diluted number of shares of Mobix Labs immediately prior to the Effective Time of the Merger, such as due to the issuance of any shares of Mobix Labs Common Stock that are not Post-March 26 Financing Securities prior to the Effective Time.
(2)
The pro forma financial information has been prepared based on the issuance of 645,044 shares of Mobix Labs Common Stock pursuant to subscription agreements entered into by Mobix Labs from July 1, 2023 through October 31, 2023 (pro forma tickmark adjustment I), the exercise of such Mobix Labs Warrants and the conversion of the Mobix Labs convertible notes, with such holders receiving a portion of the Aggregate Transaction Consideration issued to Mobix Labs equityholders based on the Per Share Exchange Ratio.
(3)
The potentially dilutive effect of the issuance of additional Make-Whole Shares to the PIPE Investor where the share price falls below $10.00 per share has been excluded from this analysis.
Pro Forma Combined
(Assuming
No
Redemptions)
(Assuming
Maximum
Redemptions)
Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data
(in thousands, except per share data)
Six Months Ended June 30, 2023
Total net revenue
$ 2,081 $ 2,081
Net loss and comprehensive loss available to common stockholders
$ (22,752) $ (22,752)
Pro forma net loss per common share – basic and diluted
$ (0.71) $ (0.73)
Pro forma weighted average common shares outstanding – basic and diluted
32,044,798 31,265,886
Year Ended December 31, 2022
Total net revenue
$ 5,645 $ 5,645
Net loss and comprehensive loss available to common stockholders
$ (34,835) $ (34,835)
Pro forma net loss per common share – basic and diluted
$ (1.09) $ (1.11)
Pro forma weighted average common shares outstanding – basic and diluted
32,044,798 31,265,886
Selected Unaudited Pro Forma Condensed Combined
Balance Sheet Data as of June 30, 2023
Total assets
$ 47,728 $ 38,935
Working capital(1)
$ 9,057 $ 264
Total liabilities
$ 53,348 $ 53,348
Total stockholders’ deficit
$ (5,620) $ (14,413)
(1)
Working capital is defined as current assets less current liabilities.
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding Chavant’s, Chavant’s management team’s, Mobix Labs’ and Mobix Labs’ management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

the anticipated benefits of the Transaction;

the ability of Chavant and Mobix Labs to complete the Transaction;

the anticipated costs associated with the Transaction;

New Mobix Labs’ financial and business performance following the Transaction, including financial projections;

changes in Mobix Labs’ strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans;

the implementation, market acceptance and success of Mobix Labs’ products and technology in the wireless and connectivity markets and in potential new categories for perception;

demand for Mobix Labs’ products and the drivers of that demand;

Mobix Labs’ opportunities and strategies for growth;

Mobix Labs’ estimated total addressable market and other industry projections, including with respect to additional potential new categories for perception, and Mobix Labs’ projected market share;

competition in Mobix Labs’ industry, the advantages of Mobix Labs’ products and technology over competing products and technology existing in the market, and competitive factors including with respect to technological capabilities, cost and scalability;

Mobix Labs’ ability to scale in a cost-effective manner and maintain and expand its manufacturing and supply chain relationships;

Mobix Labs’ expectation that it will incur substantial expenses and continuing losses for the foreseeable future;

Mobix Labs’ reliance on a limited number of customers and efforts to diversify its customer base;

the impact of health epidemics, including the COVID-19 pandemic, on Mobix Labs’ business and industry and the actions Mobix Labs may take in response thereto;

Mobix Labs’ expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

Mobix Labs’ ability to attract and retain talent and the effectiveness of its compensation strategies and leadership;

general economic and socio-political conditions and their impact on demand for the Mobix Labs technology and supply chain for Mobix Labs;

future capital requirements and sources and uses of cash;

the outcome of any known and unknown litigation and regulatory proceedings; and

the U.S. federal income tax impact of the Transaction.
 
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These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the views of Chavant or Mobix Labs as of any subsequent date, and Chavant and Mobix Labs prior to the Transaction, and New Mobix Labs following the Transaction, undertake no obligations to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, the actual results or performance of Chavant and Mobix Labs prior to the Transaction, and of New Mobix Labs following the Transaction, may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

the risk that the 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 Transaction may not be completed by Chavant’s deadline for the Transaction and the potential failure to obtain an extension of the deadline for the Transaction if sought by Chavant;

the failure to satisfy the conditions to the consummation of the Transaction, including the adoption of the Business Combination Agreement by Chavant’s shareholders and the satisfaction of the minimum cash amount following redemptions by Chavant’s Public Shareholders;

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

the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

the effect of the announcement or pendency of the Transaction on Mobix Labs’ business relationships, performance, and business generally;

risks that the Transaction disrupts current plans of Mobix Labs and potential difficulties in Mobix Labs’ employee retention as a result of the Transaction;

the outcome of any legal proceedings that may be instituted against Mobix Labs or against Chavant related to the Business Combination Agreement or the Transaction;

failure to realize the anticipated benefits of the 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 Transaction, and identify and realize additional opportunities;

the risk that Mobix Labs is unable to successfully commercialize its semiconductor products and 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 New Mobix Labs experiences difficulties in managing its growth and expanding operations;
 
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the risks relating to long sales cycles, concentration of customers, consolidation and vertical integration of customers, and dependence on manufacturers 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 Private Placement in connection with the Transaction; 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, 2022, which was filed with the SEC on March 31, 2023, Chavant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, which was filed with the SEC on August 18, 2023, and Chavant’s Quarterly Reports on Form 10-Q for the subsequent quarterly periods, as such factors may be updated from time to time in Chavant’s filings with the SEC, and this proxy statement/prospectus. 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.
 
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RISK FACTORS
Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. The following risk factors apply to the business and operations of Mobix Labs and will also apply to the business and operations of New Mobix Labs following the completion of the Transaction. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Transaction, and may have an adverse effect on the business, cash flows, financial condition and results of operations of the post-combination company. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Chavant or Mobix Labs may face additional risks and uncertainties that are not presently known to Chavant or Mobix Labs, or that Chavant or Mobix Labs currently deems immaterial, which may also impair Chavant’s or Mobix Labs’ business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.
Risks Related to Mobix Labs’ Business and Industry
Mobix Labs is an early-stage company, and its limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter.
Mobix Labs has been focused on developing semiconductor products since its inception in 2020 and expanded its operations to sales of connectivity products in 2021. This limited operating history makes it difficult to evaluate Mobix Labs’ future prospects and the risks and challenges it may encounter. Risks and challenges Mobix Labs has faced or expects to face include, but are not limited to, its ability to:

develop and commercialize its semiconductor products;

design and deliver semiconductor products of acceptable performance;

increase sales revenue of its connectivity products;

forecast its revenue and budget for and manage its expenses;

execute its growth strategies including through mergers and acquisitions;

raise additional capital on acceptable terms to execute its business plan;

continue as a going concern;

attract new customers, retain existing customers and expand existing commercial relationships;

compete successfully in the highly competitive industries in which it operates;

plan for and manage capital expenditures for its current and future products, and manage its supply chain and supplier relationships related to its current and future products;

comply with existing and new or modified laws and regulations applicable to its business in and outside the United States, including compliance requirements of U.S. customs and export regulations;

anticipate and respond to macroeconomic changes and changes in the markets in which it operates;

maintain and enhance the value of its reputation and brand;

effectively manage its growth and business operations, including any continuing impacts of the COVID-19 pandemic on its business;

develop and protect intellectual property;

maintain and enhance the security of its IT system;

hire, integrate and retain talented people at all levels of its organization;

successfully defend itself in any legal proceeding that may arise and enforce its rights in any legal proceedings it may initiate; and
 
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manage and mitigate the adverse effects on its business of any public health emergencies, natural disasters, widespread travel disruptions, security risks including IT security, data privacy, cyber risks, international conflicts, geopolitical tension and other events beyond its control.
If Mobix Labs fails to address the risks and difficulties that it faces, including those associated with the challenges listed above as well as those described elsewhere in this “Risks Related to Mobix Labs’ Business and Industry” section, its business, financial condition and results of operations could be adversely affected. Further, because Mobix Labs has limited historical financial data and operates in a rapidly evolving and highly competitive market, any predictions about its future revenue and expenses may not be as accurate as they would be if Mobix Labs had a longer operating history or operated in a more predictable market. Mobix Labs has encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If Mobix Labs’ assumptions regarding these risks and uncertainties, which it uses to plan and operate its business, are incorrect or change, or if it does not address these risks successfully, its results of operations could differ materially from its expectations and its business, financial condition and results of operations could be adversely affected.
We cannot predict whether Mobix Labs will succeed in generating revenue growth or whether it will ever achieve profitability. Mobix Labs’ forecasts and projections that were initially presented to Chavant’s board of directors were based upon assumptions, analyses and internal estimates developed by its management that were intended to reflect Mobix Labs’ management’s views as of the time they were prepared and presented. However, the assumptions underlying these forecasts have not proven to be correct, and Mobix Labs’ actual operating results have been, and Mobix Labs’ management expects that they will continue to be, significantly less favorable than those forecasted or projected.
We cannot predict whether Mobix Labs will succeed in generating revenue growth or whether it will ever achieve profitability. In connection with its initial approval of the Transaction in November 2022, Chavant’s board of directors considered forecasts and projections for Mobix Labs, and these forecasts and projections were subject to significant uncertainty and were based on assumptions, analyses and estimates developed by its management, with reference to industry publications and reports or other publicly available information. These included assumptions, analyses and estimates about, among others, the commercialization timeline of its semiconductor products, the expected size and growth rate of the markets which it seeks to serve, the speed and scope of the commercial adoption of 5G technology, market demand, the cost of operating its business, and the timeline and potential benefits of completing the Transaction and the potential acquisition of EMI Solutions, all of which have been, and continue to be, subject to a wide variety of business, regulatory and competitive risks and uncertainties, many of which are beyond Mobix Labs’ control. Certain of these assumptions, analyses and estimates have already proven incorrect. Moreover, such forecasts and projections have been largely superseded by the actual results of Mobix Labs for the nine months ended June 30, 2023, which were materially lower than the prospective results in such forecasts and projections.
In particular, in preparing these forecasts and projections, Mobix Labs’ management assumed an earlier date for the completion of the Transaction than what is currently expected and, accordingly, an earlier date for the receipt of funds to invest in the development of its products and its operations and to obtain finished goods to satisfy existing and outstanding customer orders. Mobix Labs’ forecasts and projections also assumed that the acquisition of EMI Solutions would be closed in the fourth quarter of the calendar year 2022. As discussed in the section entitled, “Information About Mobix Labs — Potential Strategic Acquisition of EMI Solutions,” the acquisition of EMI Solutions has not yet closed and may not be completed. While Mobix Labs expects the acquisition of EMI Solutions to close in the fourth quarter of calendar year 2023, there can be no assurance that this timeline will be met. In addition, Mobix Labs’ revenue has been, and will continue to be, adversely impacted by Mobix Labs’ inability to obtain sufficient finished goods to fill customer orders for its connectivity products and to maintain or increase its profit margins for its connectivity products due to manufacturing limitations, replacement costs and its capital constraints. Accordingly, Mobix Labs’ actual operating results have been, and Mobix Labs’ management expects that they will continue to be, significantly less favorable than those forecasted or projected, and Chavant’s board of directors determined that such forecasts and projections were no longer reliable for, and
 
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therefore should not be considered in, its continued evaluation of the Transaction. See “Proposal No. 1 — The Transaction Proposal — The Transaction — Chavant’s Board of Directors’ Reasons for the Approval of the Transaction — Additional Considerations.
Mobix Labs has incurred losses in the operation of its business and anticipates that its expenses, including those related to research and development activities for the development of semiconductor products, will increase and that it will continue to incur losses in the near future. Mobix Labs may never achieve or sustain profitability.
Since inception, Mobix Labs has incurred operating losses and negative cash flows, primarily as a result of its ongoing investment in product development. For the nine months ended June 30, 2023 and 2022, Mobix Labs incurred net losses of $32.5 million and $16.3 million, respectively, and as of June 30, 2023, Mobix Labs had an accumulated deficit of $76.7 million. For the fiscal years ended September 30, 2022 and 2021, Mobix Labs incurred net losses of $23.9 million and $20.0 million, respectively, and as of September 30, 2022, Mobix Labs had an accumulated deficit of $44.1 million. Since June 30, 2023, Mobix Labs has continued to incur net losses, and Mobix Labs expects it will continue or increase expenses related to research and development activities and continue to incur operating losses and negative cash flows from operations for the foreseeable future.
Mobix Labs may never achieve profitability or generate sufficient revenues to sustain itself. Even if Mobix Labs introduces its semiconductor products to market, increases its connectivity revenue and executes its acquisition strategy, it may continue to incur substantial losses for reasons, including lack of demand for its products, increasing competition, challenging macroeconomic conditions, regulatory changes and other risks discussed herein.
There is substantial doubt concerning Mobix Labs’ ability to continue as a going concern.
As described in the preceding risk factor, Mobix Labs expects that it will continue to incur operating losses and negative cash flows from operations for the foreseeable future and will need to raise additional debt or equity financing to fund its operations. Mobix Labs believes that there is a substantial doubt concerning its ability to continue as a going concern. In addition, Mobix Labs’ independent registered public accounting firm included an explanatory paragraph in its report on Mobix Labs’ financial statements included elsewhere in this proxy statement/prospectus as to the substantial doubt concerning Mobix Labs’ ability to continue as a going concern.
As of the date of the issuance of Mobix Labs’ financial statements included elsewhere in this proxy statement/prospectus, Mobix Labs does not have sufficient funds to meet its operating needs and satisfy its obligations beyond November 2023. Mobix Labs is in discussions with multiple financing sources to attempt to secure financing by the end of November 2023. There are no assurances that Mobix Labs will be able to obtain financing on acceptable terms, or at all, to provide the necessary interim funding to continue its operations and satisfy its obligations. Without such additional funding, Mobix Labs will not be able to continue operations. In addition, to the extent Mobix Labs is able to obtain such additional funding, such additional funding may result in the issuance of Post-March 26 Financing Securities, which will result in incremental dilution to Chavant’s shareholders.
Mobix Labs is pursuing the consummation of the Transaction with Chavant under the Business Combination Agreement. In connection with the Transaction, Mobix Labs will seek to raise approximately $30.0 million of gross proceeds, prior to transaction costs, under the PIPE Private Placement. There is no certainty that Mobix Labs will be able to complete the Transaction or the PIPE Private Placement on a timely basis, or at all.
Although management continues to pursue obtaining additional financing and consummating the Transaction and related PIPE Private Placement, there can be no assurance that such financing will be obtained or that the transactions will be successfully completed. If such efforts are not completed, or if such transactions are successfully completed but do not provide adequate financing, Mobix Labs may be required to reduce operating expenditures which could adversely affect its business prospects or Mobix Labs may be unable to continue operations.
Any such events would have a material adverse effect on Mobix Labs’ financial position, results of operations, cash flows, and ability to achieve its intended business objectives.
 
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Mobix Labs may be unable to meet its future capital requirements, including capital required for continued investments to reach first production and revenue from its wireless solutions for mmWave 5G and C-band applications, which could limit its ability to grow and jeopardize its ability to continue its business operations.
In addition to its immediate liquidity needs described above, Mobix Labs operates in a capital-intensive industry, which requires significant cash to fund its operations on an ongoing basis, including research and development. Mobix Labs expects its capital expenditures to continue to be significant for the foreseeable future as it continues to develop and grow its business and commercialize its semiconductor products. While the Company is currently generating revenue from its connectivity products, Mobix Labs’ cash liquidity needs to commercially launch its semiconductor products and solutions and its cash liquidity needs after the launch of such semiconductor products will depend on the extent to which Mobix Labs’ actual costs vary from Mobix Labs’ estimates and Mobix Labs’ ability to control these costs and raise additional funds. Mobix Labs’ semiconductor products may never achieve commercial success and may not compete effectively with its competitors’ products. Any challenges in supplier re-engagements, delays in ramping capacity or labor or for sales and service engagements, rising prices of materials, or ongoing global supply chain disruptions may also increase the need for additional capital to launch Mobix Labs’ semiconductor products on time or may delay the launch of those products. Apart from such semiconductor solutions for mmWave 5G and C-band applications, additional capital may be required to fund Mobix Labs’ acquisition strategy, operations, research, development and design efforts for Mobix Labs’ prospective products, such as semiconductor products for 6G and other next generation communication standards. In the future, the particular funding mechanisms, terms, timing and amounts are dependent on Mobix Labs’ assessment of opportunities available in the marketplace and the circumstances of the business at the relevant time.
Mobix Labs may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions or governmental organizations. Mobix Labs cannot be certain that additional funds will be available on favorable terms when required, or at all, and any such financing may dilute Mobix Labs’ stockholder value. If Mobix Labs is unable to obtain funding in a timely manner or on commercially acceptable terms, or at all, its financial condition, results of operations, business and prospects could be materially and adversely affected.
Mobix Labs will need to raise additional capital in the future in order to execute its business plan, which may not be available on terms acceptable to Mobix Labs, or at all. Any fund-raising that involves the sale and issuance of equity securities can substantially dilute existing stockholders.
In the future, Mobix Labs will require additional capital to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances, and it may determine to engage in equity or debt financings or enter into credit facilities for other reasons. In order to further business relationships with current or potential customers or partners, Mobix Labs may issue equity or equity-linked securities to such current or potential customers or partners. Mobix Labs may not be able to timely secure additional debt or equity financing on favorable terms, or at all. If Mobix Labs raises additional funds through the issuance of equity or convertible debt or other equity-linked securities or if it issues equity or equity-linked securities to current or potential customers to further business relationships, its existing stockholders could experience significant dilution. In addition, if Mobix Labs raises any such funds through the issuance of Post-March 26 Financing Securities, such issuance will also result in incremental dilution to Chavant’s shareholders, and that dilution could be significant. Any debt financing obtained by Mobix Labs in the future may involve restrictive covenants limiting its capital raising activities and other financial and operational matters, which may make it more difficult for Mobix Labs to obtain additional capital and to pursue business opportunities, including potential acquisitions. If Mobix Labs is unable to obtain adequate financing or financing on terms satisfactory to Mobix Labs, when Mobix Labs requires it, Mobix Labs’ ability to continue to grow or support its business and to respond to business challenges could be significantly limited.
Mobix Labs relies in part on its customers to design its semiconductor products. The nature of the design process requires Mobix Labs to incur expenses upfront, before customers commit to use its products and before Mobix Labs recognizes revenue from those expenses, which may adversely affect its financial results.
One of Mobix Labs’ primary focuses in commercializing its semiconductor products is on winning competitive bid selection processes, known as “design wins,” to develop components and solutions for use in
 
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its customers’ products. Mobix Labs devotes significant time and resources to working with its customers’ system designers to understand their future needs and to provide products that Mobix Labs believes will meet those needs, and these bid selection processes can be lengthy. If a customer’s system designer initially chooses a competitor’s product, it becomes significantly more difficult for Mobix Labs to sell its products for use in that system because changing suppliers can involve significant cost, time, effort and risk for Mobix Labs’ customers. Thus, Mobix Labs’ failure to win a competitive bid can result in its foregoing revenues from a given customer’s product line for the life of that product. In addition, design opportunities may be infrequent or delayed. Mobix Labs’ ability to compete in the future will depend, in large part, on its ability to design products to ensure compliance with its potential customers’ specifications. Mobix Labs expects to invest significant time and resources and to incur significant expenses to design its products to ensure compliance with relevant specifications.
Mobix Labs often incurs significant expenditures in the development of a new product without any assurance that its customers’ system designers will select its product for use in their applications. Mobix Labs often is required to anticipate which product designs will generate demand in advance of its customers expressly indicating a need for that particular design. Even if Mobix Labs’ customers’ system designers select its products, a substantial period of time will elapse before Mobix Labs generates revenues related to the significant expenses it has incurred.
The reasons for this delay generally include the following elements of Mobix Labs’ product sales and development cycle timeline and related influences:

Mobix Labs’ customers usually require a comprehensive technical evaluation of its products before they incorporate them into their designs;

it can take from six to eighteen months from the time Mobix Labs’ products are selected to commence commercial shipments; and

Mobix Labs’ customers may experience changed market conditions or product development issues.
The resources devoted to product development and sales and marketing may not generate material revenue for Mobix Labs, and from time to time, Mobix Labs may need to write off excess and obsolete inventory if it has produced products in anticipation of expected demand. Mobix Labs may spend resources on the development of products that its customers may not adopt. If Mobix Labs incurs significant expenses and investments in inventory that it is not able to recover, and it is not able to compensate for those expenses, Mobix Labs’ operating results will be adversely affected. In addition, if Mobix Labs sells its products at reduced prices in anticipation of cost reductions but still holds higher cost products in inventory, its operating results would be harmed.
Additionally, even if system designers use Mobix Labs’ products in their systems, Mobix Labs’ systems may not be commercially successful, and Mobix Labs may not receive significant revenue from the sales of its products for those systems. As a result, Mobix Labs may be unable to accurately forecast the volume and timing of its orders and revenues associated with any new product introductions, which could lead to volatility or material decreases in its revenues and materially adversely affect its results of operations and financial condition.
Mobix Labs’ semiconductor products are in development with several target customers, and it does not expect to commence sale of these products until the second half of calendar year 2024, subject to its ability to raise additional capital. If Mobix Labs’ target customers are unable to successfully develop and commercialize their wireless products and solutions, or experience significant delays in doing so, the commercialization of Mobix Labs’ semiconductor products may be delayed and Mobix Labs’ business, financial condition and results of operations will be materially adversely affected.
Mobix Labs’ growth depends on successfully developing and commercializing its semiconductor products and solutions. Mobix Labs’ semiconductor products and solutions are currently being developed and tested with several target customers, but it has not yet sold any semiconductor products. Although Mobix Labs expects to commence sale of its semiconductor products in the second half of calendar year 2024, this target is subject to Mobix Labs’ ability to raise additional capital, including through the completion of the Transaction. See “—Mobix Labs may be unable to meet its future capital requirements, including capital
 
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required for continued investments to reach first production and revenue from its wireless solutions for mmWave 5G and C-band applications, which could limit its ability to grow and jeopardize its ability to continue its business operations.
There is no contractual commitment on the part of any target customer to select Mobix Labs’ semiconductor products and solutions or when it will start to do so. As the commercialization of Mobix Labs’ semiconductor products depends greatly on its target customers’ incorporation of Mobix Labs’ semiconductor products and the target customers’ successful development and commercialization of their wireless products, if Mobix Labs’ target customers delay or cancel their development programs or eventually do not select Mobix Labs’ products and solutions, Mobix Labs may not be able to commercialize its products in the timeframe it currently expects.
If products incorporating Mobix Labs’ wireless technology are launched commercially but do not achieve widespread market acceptance, Mobix Labs will not be able to generate the revenue necessary to support its business.
The following factors, among others, may affect the level of market acceptance of Mobix Labs’ semiconductor products:

the price of wireless products incorporating Mobix Labs’ technology relative to other products or competing technologies;

industry or user perceptions of the convenience, safety, efficiency and benefits of Mobix Labs’ technology;

the effectiveness of sales and marketing efforts of Mobix Labs’ independent sales representative organizations and distributors, which the Company also refers to as its channel partners;

the support and rate of acceptance of Mobix Labs’ technology and solutions with Mobix Labs’ channel partners;

press and blog coverage, social media coverage and other publicity factors that are not within Mobix Labs’ control; and

regulatory developments.
If Mobix Labs is unable to achieve or maintain market acceptance of its technology, and if its products do not win widespread market acceptance, Mobix Labs’ business will be significantly harmed.
Some of Mobix Labs’ customers require its semiconductor products to undergo a lengthy and expensive qualification process, which does not assure product sales. If Mobix Labs is unsuccessful or delayed in qualifying these products with a customer, its business and operating results would suffer.
Prior to purchasing Mobix Labs’ products, some of its customers, including almost all of the target customers of Mobix Labs’ semiconductor products, require that Mobix Labs’ products and solutions undergo extensive qualification processes, which involve testing of the products and solutions in the customers’ systems, as well as testing for reliability. This qualification process can take several months, and qualification of a product by a customer does not assure any sales of the product to that customer. Even after successful qualification and sales of a product to a customer, a subsequent revision in Mobix Labs’ third-party contractors’ manufacturing process or its selection of a new supplier may require a new qualification process with the customers, which may result in delays or in its holding excess or obsolete inventory. After Mobix Labs’ products are qualified, it can take several months or more before the customer commences volume production of components or systems that incorporate Mobix Labs’ products. Despite these uncertainties, Mobix Labs devotes substantial resources, including design, engineering, sales, marketing and management efforts, to qualify its products with customers in anticipation of sales. If Mobix Labs is unsuccessful or delayed in qualifying these products with a customer, sales of the products to the customer may be precluded or delayed, which may impede Mobix Labs’ growth and cause its business to suffer.
 
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Markets for Mobix Labs’ 5G products are still developing and may not develop at the speed and scale as expected.
The markets for Mobix Labs’ products designed for the 5G network are relatively new and still developing, which makes Mobix Labs’ business and future prospects difficult to evaluate, and thus the estimates and forecasts of total addressable market (“TAM”) and serviceable addressable market (“SAM”) included in this proxy statement/prospectus are subject to significant uncertainty. Mobix Labs and its customers are pursuing opportunities in markets that are undergoing rapid changes, including technological and regulatory changes, and it is difficult to predict the timing and size of the opportunities. Many of the wireless and wired applications Mobix Labs and its customers are working towards commercializing require complex technology and are subject to uncertainties with respect to, among other things, the heavy capital investment required to commercialize those applications, the competitive landscape, the rate of consumer acceptance and the impact of current or future regulations. Regulatory, safety or reliability developments, many of which are outside of Mobix Labs and its customers’ control, could also cause delays or otherwise impair commercial adoption of new technologies and solutions, which may adversely affect Mobix Labs’ growth.
This proxy statement/prospectus contains estimates and forecasts concerning the markets of wireless and wired applications Mobix Labs believes its products and solutions can serve, including estimates of the TAM and SAM of these markets, that are based on industry publications and reports or other publicly available information as well as Mobix Labs management’s estimates and expectations. These estimates and forecasts involve a number of assumptions and limitations and are subject to significant uncertainty, and you are cautioned not to give them undue weight. Industry surveys and publications generally state that the information contained therein has been obtained from sources believed to be reliable, but those sources may not be accurate and complete. Mobix Labs’ estimates and forecasts are based on a variety of assumptions, including assumptions regarding market acceptance of its and its customers’ products and solutions and the manner in which the 5G technology and the new and rapidly evolving markets will develop. While Mobix believes its assumptions and the data underlying its estimates and forecasts are reasonable, these assumptions and estimates may not be correct, and the conditions supporting its assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, its estimates and forecasts may prove to be incorrect. If third-party or internally generated data prove to be inaccurate or Mobix Labs makes errors in its assumptions based on that data, the TAM and SAM for its products and solutions may be smaller than it has estimated, its future growth opportunities and sales growth may be smaller than it estimates, and its future business, results of operations and financial condition may be adversely affected.
In addition, Mobix Labs’ semiconductor products have not been commercialized. It is difficult to predict customer acceptance and demand for Mobix Labs’ semiconductor products and solutions, customer retention and expansion rates, the entry of competitive products or the success of existing competitive products. As Mobix Labs develops its semiconductor products, it faces the risk that potential customers may not value or be willing to bear the cost of incorporating its products into their product offerings, particularly if they believe their customers are satisfied with prior offerings. Even if they believe Mobix Labs’ products contain improved features or allow superior performance, potential customers may be unwilling to adopt Mobix Labs’ p