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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 18, 2023
CHAVANT CAPITAL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands |
001-40621 |
98-1591717 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
445 Park Avenue, 9th Floor
New
York, New York |
10022 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (212) 745-1086
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
Units, each consisting of one ordinary share, par value $0.0001 per share, and three-quarters of one redeemable warrant |
|
CLAYU |
|
The Nasdaq Stock Market LLC |
Ordinary shares, par value $0.0001 per share |
|
CLAY |
|
The Nasdaq Stock Market LLC |
Redeemable warrants, each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share |
|
CLAYW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.03. | Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year. |
On July 18, 2023, Chavant
Capital Acquisition Corp. (the “Company” or “Chavant”) held an Extraordinary General Meeting of shareholders to
obtain shareholder approval to amend the Company’s Amended and Restated Memorandum and Articles of Association to (i) extend the
date by which the Company must consummate an initial business combination from July 22, 2023 to January 22, 2024 (the “Extended
Date”) (the “Extension Amendment”) and (ii) eliminate (x) the limitation that the Company shall not redeem the Company’s
public shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 and (y)
the limitation that the Company shall not consummate a business combination unless the Company 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 (the “Redemption Limitation Amendment”). The Extension Amendment and the Redemption
Limitation Amendment became effective upon approval of the Company’s shareholders.
The foregoing description
is qualified in its entirety by reference to the notice of amendment containing the Extension Amendment and the Redemption Limitation
Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 5.07. | Submission of Matters to a
Vote of Security Holders. |
On July 18, 2023, the
Company held the Extraordinary General Meeting to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal
and the Adjournment Proposal, each as described in the Company’s definitive Proxy Statement filed with the Securities and Exchange
Commission (the “SEC”) on June 23, 2023 (the “Proxy Statement”). As there were sufficient votes to approve the
Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the Adjournment Proposal was not presented to shareholders.
Holders of 2,672,996
ordinary shares of the Company, representing approximately 93.59% of all of the shares entitled to vote at the Extraordinary General Meeting,
were present in person or were represented by valid proxies; therefore, a quorum was present at the Extraordinary General Meeting.
Set forth below are the
voting results for the Extension Amendment Proposal:
For | |
Against | |
Abstain | |
Broker Non-Votes |
2,669,150 | |
3,846 | |
0 | |
N/A |
Set forth below are the
voting results for the Redemption Limitation Amendment Proposal:
For | |
Against | |
Abstain | |
Broker Non-Votes |
2,672,153 | |
843 | |
0 | |
N/A |
| Item 7.01. | Regulation
FD Disclosure. |
In connection with the Extraordinary
General Meeting, shareholders holding 77,130 ordinary shares of the Company exercised their right to redeem such shares for a pro rata
portion of the funds in the Company’s trust account established in connection with its initial public offering (the “Trust
Account”). In connection with the approval of the Extension Amendment, the Company has made
an initial deposit into the Trust Account of $38,945.60 (at a rate of $0.05 per non-redeeming public share per month).
As described in the Proxy Statement,
based on the current number of outstanding non-redeeming public shares, after the initial deposit, the Company expects to continue to
deposit $38,945.60 for each subsequent monthly period, or portion thereof, that is needed by the Company to complete a business combination
by the Extended Date.
The information in this Item
7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the
filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as
shall be expressly set forth by specific reference in such a filing.
Important Information About the Proposed Transaction
and Where to Find It
This Current
Report on Form 8-K, including the exhibit filed herewith (the “Form 8-K”), relates to the proposed transaction
between Mobix Labs, Inc. (“Mobix Labs”) and Chavant (the “Proposed Transaction”) pursuant to the business combination
agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”),
dated as of November 15, 2022, by and among Chavant, Mobix Labs and CLAY Merger Sub II, Inc., a Delaware corporation and newly formed,
wholly-owned direct subsidiary of Chavant (“Merger Sub”), pursuant to which Merger Sub will merge with and into Mobix Labs,
with Mobix Labs surviving the merger as a wholly-owned direct subsidiary of Chavant. Chavant has filed a registration statement on Form
S-4 (the “Registration Statement”) with the SEC, which includes a preliminary prospectus and proxy statement of Chavant in
connection with the Proposed Transaction, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all
Chavant shareholders as of a record date to be established for voting on the transaction. Chavant also will file other documents regarding
the Proposed Transaction with the SEC.
Before making any voting decision with
respect to the Proposed Transaction, investors and security holders of Chavant are urged to read the Registration Statement, the proxy
statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Chavant’s solicitation
of proxies for its shareholders’ meeting to be held to approve the transaction, and all other relevant documents filed or that will
be filed with the SEC in connection with the Proposed Transaction as they become available, because they will contain important information
about Chavant, Mobix Labs and the Proposed Transaction.
Investors and securityholders will be able
to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will
be filed with the SEC by Chavant through the website maintained by the SEC at www.sec.gov.
The documents filed by Chavant with the SEC
also may be obtained free of charge at Chavant’s website at www.chavantcapital.com or upon written request to: Chavant Capital Acquisition
Corp., 445 Park Avenue, 9th Floor New York, NY 10022.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY
AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS FORM 8-K, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION
OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS FORM 8-K. ANY REPRESENTATION TO THE CONTRARY
CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This Form 8-K contains certain “forward-looking
statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities
Act and Section 21E of the Exchange Act. All statements other than statements of historical fact contained in this Form 8-K, including
statements regarding the benefits of the Proposed Transaction and the anticipated timing of the completion of the Proposed Transaction,
the products offered by Mobix Labs and the markets in which it operates, the expected total addressable markets for the products offered
by Mobix Labs, the advantages of Mobix Labs’ technology, Mobix Labs’ competitive landscape and positioning, and Mobix Labs’
growth plans, strategies and projected future results, are forward-looking statements. Some of these forward-looking statements can be
identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,”
“will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,”
“targets,” “projects,” “could,” “would,” “continue,” “forecast”
or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties,
and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Chavant and its
management, and Mobix Labs and its management, as the case may be, are inherently uncertain and many factors may cause the actual results
to differ materially from current expectations which include, but are not limited to:
· |
the risk that the Proposed Transaction may not be completed in a timely manner or at all, which may adversely affect the price of Chavant’s securities; |
· |
the risk that the Proposed Transaction may not be completed by Chavant’s deadline for the Proposed Transaction and the potential failure to obtain an extension of the deadline for the Proposed Transaction if sought by Chavant; |
· |
the failure to satisfy the conditions to the consummation of the Proposed Transaction, including the adoption of the Business Combination Agreement by the shareholders of Chavant 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 Proposed 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 Proposed Transaction on Mobix Labs’ business relationships, performance, and business generally; |
· |
risks that the Proposed Transaction disrupts current plans of Mobix Labs and potential difficulties in Mobix Labs’ employee retention as a result of the Proposed Transaction; |
· |
the outcome of any legal proceedings that may be instituted against Mobix Labs or against Chavant related to the Business Combination Agreement or the Proposed Transaction; |
· |
failure to realize the anticipated benefits of the Proposed Transaction; |
· |
the inability to meet and maintain the listing of Chavant’s securities (or the securities of the post-combination company) on Nasdaq; |
· |
the risk that the price of Chavant’s securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which Mobix Labs plans to operate, variations in performance across competitors, changes in laws, regulations, technologies including transition to 5G, global supply chain, U.S./China trade or national security tensions, and macro-economic and social environments affecting Mobix Labs’ business and changes in the combined capital structure; |
· |
the inability to implement business plans, forecasts, and other expectations after the completion of the Proposed Transaction, and identify and realize additional opportunities; |
· |
the risk that Mobix Labs 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 the post-combination company experiences difficulties in managing its growth and expanding operations; |
· |
the risks relating to long sales cycles, concentration of customers, consolidation and vertical integration of customers, and dependence on 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 investment in connection with the Proposed 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 (the “2022 Form 10-K”), as such factors may be updated from time to time in Chavant’s filings with the SEC, the Registration Statement and the proxy statement/prospectus contained therein. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. |
Nothing in this Form 8-K should be regarded
as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which
speak only as of the date they are made. Neither Chavant nor Mobix Labs gives any assurance that either Chavant, Mobix Labs or the combined
company will achieve its expected results. Neither Chavant nor Mobix Labs undertakes any duty to update these forward-looking statements,
except as otherwise required by law.
Participants in the Solicitation
Mobix Labs and Chavant and their respective
directors and officers and other members of management may, under SEC rules, be deemed to be participants in the solicitation of proxies
from Chavant’s stockholders with the Proposed Transaction and the other matters set forth in the Registration Statement. Information
about Chavant’s directors and executive officers is set forth in Chavant’s filings with the SEC, including Chavant’s
2022 Form 10-K and the Registration Statement. Additional information regarding the direct and indirect interests, by security holdings
or otherwise, of those persons and other persons who may be deemed participants in the Proposed Transaction may be obtained by reading
the proxy statement/prospectus regarding the Proposed Transaction when it becomes available. You may obtain free copies of these documents
as described above under “Important Information About the Proposed Transaction and Where to Find It.”
No Offer or Solicitation
This Form 8-K is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transaction and is not
intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy,
vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
CHAVANT CAPITAL ACQUISITION CORP. |
|
|
|
|
By: |
/s/ Jiong Ma |
|
Name: |
Jiong Ma |
|
Title: |
Chief Executive Officer |
|
|
|
Date: July 24, 2023 |
|
|
Exhibit 3.1
Registrar of Companies
Government Administration Building
133 Elgin Avenue
George Town
Grand Cayman
Chavant Capital Acquisition Corp. (ROC # 373237)
(the "Company")
TAKE NOTICE that by minutes of an extraordinary
general meeting of the Company dated 18 July 2023, the following special resolutions were passed:
| 1. | “RESOLVED, as a special resolution that the Amended and Restated Memorandum and Articles of Association
of the Company be amended by the deletion of the existing Article 48.7 in its entirety and the insertion of the following language in
its place: |
| 48.7 | In the event that the Company does not consummate a Business Combination on or before January 22, 2024,
or such later time as the Members may approve in accordance with the Articles, the Company shall: |
| (a) | cease all operations except for the purpose of winding up; |
| (b) | as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,
for 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 and not previously released to the Company (less taxes payable and up to US$100,000 of interest
to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public
Members’ rights as Members (including the right to receive further liquidation distributions, if any); and |
| (c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining Members and the Directors, liquidate and dissolve, |
subject, in each case, to its obligations
under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”
| 2. | “RESOLVED, as a special resolution that the Amended and Restated Memorandum and Articles of Association
of the Company be amended by: |
| a. | the deletion of the existing Article 48.2 in its entirety and the insertion of the following language
in its place: |
| 48.2 | Prior to the consummation of a Business Combination, the Company shall either: |
| (a) | submit such Business Combination to its Members for approval; or |
| (b) | provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a
per-Share repurchase 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 such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable,
if any), divided by the number of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the
proposed Business Combination to which it relates. |
| b. | the deletion of the existing Article 48.4 in its entirety and the insertion of the following language
in its place: |
| 48.4 | At a general meeting called for the purposes of approving a Business Combination pursuant to this Article,
in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business
Combination. |
| c. | the deletion of the existing Article 48.5 in its entirety and the insertion of the following language
in its place: |
| 48.5 | Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, at least
two business days' prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with
any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such
Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership,
syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect
to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any
beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection
with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member,
regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption 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 Business
Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released
to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as
the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and consummated. |
| d. | the deletion of the existing Article 48.8 in its entirety and the insertion of the following language
in its place: |
| 48.8 | In the event that any amendment is made to the Articles: |
| (a) | to modify the substance or timing of the Company’s obligation to allow redemption in connection
with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination by the
date specified in Article 48.7, or such later time as the Members may approve in accordance with the Articles; or |
| (b) | with respect to any other provision relating to Members' rights or pre-Business Combination activity, |
each holder of Public Shares who is
not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval
or effectiveness of any such amendment 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 and not previously released to the Company to pay its taxes,
divided by the number of then outstanding Public Shares.”
/s/ Stephanie-Ann Whittaker
__________________________________
Stephanie-Ann Whittaker
Corporate Administrator
for and on behalf of
Maples Corporate Services Limited
Dated this 21st day of July 2023
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