Mobix Labs, Inc. executed the term sheet to acquire Chavant Capital Acquisition Corp. (NasdaqCM:CLAY) from Chavant Capital Partners LLC and others in a reverse merger transaction on June 29, 2022. Mobix Labs, Inc. executed a business combination agreement to acquire Chavant Capital Acquisition Corp. from Chavant Capital Partners LLC and others for approximately $270 million in a reverse merger transaction on November 15, 2022. In connection with the closing, each outstanding share of common stock of Mobix Labs will be converted into the right to receive shares of Class A Common Stock of Chavant and 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 of Chavant. An estimated 20,943,622 shares of Class A Common Stock and 2,199,098 shares of Class B Common Stock are expected to be issued to Mobix Labs securityholders at closing. The transaction values Mobix Labs with an implied pro forma enterprise value of approximately $276 million and an implied pro forma equity value of approximately $295 million, at a price of $10.00 per share, assuming no redemptions by Chavant shareholders. Mobix Labs equity holders will roll 100% of their existing equity holdings into the combined company. Existing Mobix Labs shareholders will be entitled to receive 3.5 million additional shares of Class A common stock in the form of an earnout that is contingent on stock performance. In addition, Mobix Labs has signed a non-binding term sheet with B. Riley Principal Capital II, LLC for a $100 million equity line of credit to further support its growth strategy. Existing Mobix Labs shareholders will have 79.8% stake in combined company post-closing. Upon closing of the transaction, the combined company will be named Mobix Labs, Inc., and its common stock and warrants are expected to be listed on the Nasdaq Stock Market (the ?Nasdaq?). Mobix Labs expects that its shares of common stock and warrants will trade on The Nasdaq Stock Market (?Nasdaq?) under the ticker symbols ?MOBX? and ?MOBXW,? respectively. The Company will be based in Irvine, CA and will continue to be led by James Peterson, Executive Chairman, Fabian Battaglia, Chief Executive Officer, and Keyvan Samini, President and Chief Financial Officer. 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 Jiong Ma and James Peterson).

The transaction is subject to approval by Chavant?s shareholders, the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Chavant having at least $5,000,001 of net tangible assets and the satisfaction of the conditions, the resignation of certain officers and directors of Chavant and Mobix Labs, the execution and delivery of the Amended and Restated Registration Rights and Lock-Up Agreement, approval for the listing on The Nasdaq Stock Market, including a Form S-4 registration statement being declared effective by the U.S. Securities and Exchange Commission (the ?SEC?), delivery of the audited balance sheet of Mobix Labs as of September 30, 2021 and September 30, 2022, and the related audited statements of operations of Mobix Labs for such year and the execution and delivery of the Amended and Restated Registration Rights Agreement. As of November 21, 2023, the U.S. Securities and Exchange Commission has declared effective the Registration Statement on Form S-4 on November 13, 2023. The board of directors of Chavant and Mobix Labs have unanimously approved the proposed transaction, which is expected to be completed in the first half of 2023. Chavant Board unanimously recommends that its shareholders vote for the merger. The Board of CLAY is proposing to extend the date by which the Company must consummate a Business Combination from January 22, 2023 to July 22, 2023. The shareholders meeting of CLAY is scheduled on January 6, 2023 for the proposed extension. As of January 6, 2023, the shareholders have approved the extension amendment proposal from January 22, 2023 to July 22, 2023. In connection with the approval of the extension amendment, the Company has made an initial deposit into the Trust Account of $42,802.10 (at a rate of $0.05 per non-redeeming public share per month). As of June 6, 2023, Chavant Capital Acquisition Corp. announced to held an extraordinary general meeting for the second amendment to approve the extension of the date by which the Company must consummate an initial business combination from July 22, 2023 to January 22, 2024. Completion of the transaction is expected to occur in the third quarter of 2023. As of July 18, 2023, Chavant Capital Acquisition Corp. 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.

B. Riley Securities is serving as financial advisor to Mobix Labs. Needham & Company, LLC, ROTH Capital Partners, LLC and Craig-Hallum Capital Group LLC are serving as financial advisors to Chavant. Ben Schaye, John C. Ericson, Linda Barrett, Jessica N. Cohen, Benjamin Rippeon, William Smolinski and Mark Brod of Simpson Thacher & Bartlett LLP are serving as legal advisors to Chavant. Alan I. Annex and Raymond A. Lee of Greenberg Traurig, LLP are serving as legal advisors to Mobix Labs. DLA Piper LLP (US) is serving as legal counsel to B. Riley Securities and Needham & Company, LLC. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and registrar to Chavant. Maples and Calder (Cayman) LLP acted as counsel as to Cayman Islands law to Chavant. Greenberg Traurig, LLP acted as due diligence provider to Mobix. Simpson Thacher & Bartlett LLP and Needham & Company, LLC acted as due diligence providers to Chavant. Morrow Sodali LLC acted as proxy solicitor to Chavant for a customary fee of $22,500.

Mobix Labs, Inc. completed the acquisition of Chavant Capital Acquisition Corp. (NasdaqCM:CLAY) from Chavant Capital Partners LLC and others in a reverse merger transaction on December 21, 2023. Chavant was renamed Mobix Labs, Inc. and its common stock and warrants will begin trading on the Nasdaq Stock Market (?Nasdaq?) under the ticker symbols ?MOBX? and ?MOBXW,? respectively, on December 22, 2023. Mobix Labs? current management team will continue to lead the Company.