Item 1.01 Entry into a Material Definitive Agreement.

Business Combination Agreement

As previously announced, 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 (the "Company" or "Mobix Labs"), entered into a business combination agreement (the "Business Combination Agreement"), pursuant to which, among other things, Merger Sub will merge with and into Mobix Labs, with Mobix Labs surviving the merger as a wholly-owned direct subsidiary of Chavant (the "Merger" and, together with the other transactions related thereto, the "Proposed Transaction"). Upon closing of the Proposed Transaction, the combined company will be named Mobix Labs, Inc. (referred to herein as "Mobix"). The principal terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions and other terms relating to the Proposed Transaction, are summarized below. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.





Merger Consideration

Under the Business Combination Agreement, the "Aggregate Transaction Consideration" for holders of Mobix Labs common stock and preferred stock is a number of shares of class A common stock, par value $0.00001 (the "Class A Common Stock"), or class B common stock, par value $0.00001 (the "Class B Common Stock"), as the case may be, of Chavant (from and after the effective time of the Domestication (as defined below)) equal to (a) the quotient obtained by dividing (i) the assumed value of Mobix Labs of $235.0 million by (ii) $10.00 plus (b) the number of shares of Class A Common Stock, comprising the Earnout Shares (as defined below). 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 Proposed Transaction

The Proposed Transaction is structured as a reverse triangular merger, which includes, among others, the following steps:

(1) On the Business Day immediately prior to Closing, Chavant will take the steps necessary to transfer its registration from the Cayman Islands to the State of Delaware (the "Domestication"), where it will then immediately incorporate as a Delaware corporation pursuant to a Certificate of Incorporation, the form of which is attached as Exhibit C-2 to the Business Combination Agreement. Chavant will also take all lawful actions (i) to adopt the bylaws attached as Exhibit D to the Business Combination Agreement; (ii) to issue one share of Class A Common Stock in exchange for and on conversion in connection with the Domestication of each SPAC 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 SPAC Warrant outstanding immediately prior to the Domestication; and

(2) Pursuant to the Business Combination Agreement and in accordance with the General Corporation Law of the State of Delaware ("DGCL"), at the effective time of the Merger (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 become effective immediately upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware.

Conversion of Securities of Mobix Labs

At the Effective Time, by virtue of the Merger:

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





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

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

(4) 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 the Closing Transaction Consideration (the Aggregate Transaction Consideration minus the Earnout Shares) by the Company Fully-Diluted Number, which reflects the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, the aggregate number of shares of Company Common Stock into which the shares of Company Preferred Stock could be converted, the aggregate number of shares of Company Common Stock issuable upon exercise of outstanding options and warrants to purchase Company Common Stock and convertible financing instruments that convert into Company Common Stock or shares of Company Preferred Stock, and the aggregate number of shares of Company Common Stock issuable upon vesting and settlement of outstanding restricted stock units relating to Company Common Stock.

Additionally, prior to the Effective Time, Mobix Labs will take all lawful actions necessary so that, as of the Effective Time:

(1) Each Company In-the-Money Vested 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;

(2) Each Company Option that is not a Company In-the-Money Vested 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 Company Option immediately prior to the Effective Time;

(3) Each Company 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 Company RSU immediately prior to the Effective Time; and

(4) Each Company Warrant and Company 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 if the specified VWAP of the Class A Common Stock exceeds $12.50 during the Earnout Period and an additional 1.75 million shares of Class A Common Stock will be distributed if the specified VWAP of the Class A Common Stock exceeds $15.00 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 Certificate of Incorporation of Mobix to be effective after the Closing, a form of which is attached as Exhibit C-Part 2 to the Business Combination Agreement, (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 and (ii) 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.

Post-Closing Board of Directors and Officers

Pursuant to the Business Combination Agreement, Chavant has agreed to take all lawful action so that at the Effective Time, (i) the board of directors of Mobix will be the individuals set forth in Exhibit G to the Business Combination Agreement, divided into three classes, with James Peterson acting as Executive Chairman, with Chavant's current chief executive officer, 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 board of directors at any given time and (ii) the chief executive officer will be Fabrizio Battaglia, the president and chief financial officer will be Keyvan Samini and the chief technology officer will be James Aralis.





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Representations and Warranties

The Business Combination Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, the . . .

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The shares of Class A Common Stock that may be issued in connection with the PIPE Subscription Agreement will not be registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 4(a)(2) thereunder.





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Important Information About the Proposed Transaction and Where to Find It

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

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

Investors and securityholders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Chavant through the website maintained by the SEC at 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 of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this Form 8-K, including statements regarding the benefits of the Proposed Transaction, the anticipated timing of the completion of the Proposed Transaction, the products offered by Mobix Labs and the markets in which it operates, the expected total addressable markets for the products offered by Mobix Labs, the sufficiency of the net proceeds of the Proposed Transaction and related financing to fund Mobix Labs' operations and business plan, the advantages of Mobix Labs' technology, Mobix Labs' competitive landscape and positioning, the expected benefits from future strategic acquisitions, and Mobix Labs' growth plans, strategies and projected future results, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "plan," "targets," "projects," "could," "would," "continue," "forecast" or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Chavant and its management, and Mobix Labs and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to:

· the risk that the Proposed Transaction may not be completed in a timely manner


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




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

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


   Proposed Transaction;

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


   to the termination of the 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 and its current and future collaborators are unable to


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

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

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


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

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


   its growth and expanding operations;

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


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

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


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

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


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

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


   Transaction;




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


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

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

and "Cautionary Note Regarding Forward-Looking Statements" in Chavant's Annual

Report on Form 10-K for the year ended December, 31, 2021, which was filed with

the SEC on March 31, 2022 (the "2021 Form 10-K"), and Quarterly Reports on Form

10-Q for the quarterly periods ended March 31, 2022, June 30, 2022 and

September 30, 2022, 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 . . .

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit
  No.      Description

  2.1        Business Combination Agreement, dated as of November 15, 2022, by and
           among Chavant Capital Acquisition Corp., CLAY Merger Sub II, Inc. and
           Mobix Labs, Inc.
  10.1       Sponsor Letter Agreement, dated as of November 15, 2022, by and among
           Chavant Capital Acquisition Corp., Chavant Capital Partners LLC,
           directors and officers of Chavant Capital Acquisition Corp., and Mobix
           Labs, Inc.
  10.2       Subscription Agreement, dated as of November 15, 2022, by and between
           Chavant Capital Acquisition Corp. and ACE SO4 Holdings Limited.
104        Cover Page Interactive Data File (embedded with the Inline XBRL
           document).




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