Chavant Capital Partners Llc disposed of 658,631 shares, bought $1,997,370 worth of shares (199,737 units at $10.00) and acquired 272,182 shares, decreasing direct ownership by 12% to 1,394,101 units (SEC Form 4)
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Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Chavant Capital Acquisition Corp. [ MOBX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/21/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock(1) | 12/21/2023 | J(2) | 658,631 | D | $0 | 922,182 | D | |||
| Class A Common Stock(1) | 12/21/2023 | P(3) | 199,737 | A | $10(3) | 1,121,919 | D | |||
| Class A Common Stock(1) | 12/21/2023 | J(3) | 272,182 | A | (3) | 1,394,101 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Private Placement Warrants(1) | $11.5 | 12/21/2023 | J(4) | 2,394,332 | 01/21/2024 | 12/21/2028 | Class A Common Stock | 2,394,332 | $0(4) | 0(4) | D | ||||
| Make-Whole Shares (right to acquire) | $10 | 12/21/2023 | J(5) | 199,737 | (5) | (5) | Class A Common Stock | 199,737(5) | (3)(5) | 199,737 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Issuer's de-registration as a Cayman Islands exempted company and domestication as a Delaware corporation (the "Domestication") in connection with the closing (the "Closing") of the Issuer's initial business combination (the "Business Combination"; the Issuer prior to the Domestication, "Chavant") with Mobix Labs, Inc. (the "Target") on December 21, 2023, each ordinary share of Chavant ("Ordinary Share") and each private placement warrant, exercisable to purchase one Ordinary Share for $11.50 per share, subject to certain adjustments, of Chavant ("Chavant Private Placement Warrants") was automatically converted into one share of Class A Common Stock of the Issuer ("Class A Common Stock") and one private placement warrant, exercisable to purchase one share of Class A Common Stock for $11.50 per share, subject to certain adjustments, of the Issuer ("Private Placement Warrants"), respectively. In connection with the Closing, Chavant was renamed "Mobix Labs, Inc." |
| 2. Represents a forfeiture of 658,631 Ordinary Shares held by the Sponsor in connection with the Closing (the "Share Forfeiture"). |
| 3. Pursuant to a Subscription Agreement, the Reporting Person purchased 199,737 shares of Class A Common Stock in connection with the closing of the Business Combination for aggregate consideration of $1,997,370, consisting of the forgiveness of certain indebtedness and certain expense reimbursement obligations owed by the Issuer to the Sponsor and its members (the "PIPE Investment" and such shares, the "PIPE Shares"). In connection with the entry into the Subscription Agreement, the Target issued the Reporting Person a warrant 272,454 warrants to purchase 272,454 shares of common stock of the Target. Such warrant was net exercised for 272,182 shares of common stock of the Target in connection with the closing of the Subscription Agreement, which occurred substantially concurrently with the Closing. Such 272,454 shares of common stock of the Target were automatically converted into 272,182 shares of Class A Common Stock upon the Closing. |
| 4. Represents a pro rata distribution of 2,394,332 Private Placement Warrants to members of the Reporting Person in respect of their indirect interests in such Private Placement Warrants. Such Private Placement Warrants had been held by the Reporting Person as Chavant Private Placement Warrants since the initial public offering of the Issuer. Private Placement Warrants may be exercised 30 days after the Closing and expire five years after Closing or earlier upon liquidation. Balance of securities following the distribution described above reflects the forfeiture of 400,000 Private Placement Warrants in connection with the Closing of the Business Combination. |
| 5. Pursuant to the Subscription Agreement for the PIPE Investment, the Issuer has agreed to issue additional shares of Class A Common Stock if the volume weighted average price per share of Class A Common Stock during the 30-day period (the "Adjustment Period") commencing on the date that is 30 days after the date on which a resale Registration Statement relating to the PIPE Investment is declared effective (the "Adjustment Period VWAP") is less than $10.00 per share. In such case, the Sponsor will be entitled to receive a number of shares of Class A Common Stock equal to the product of (x) the number of PIPE Shares held by the Sponsor through the end of the Adjustment Period multiplied by (y) a fraction, (A) the numerator of which is $10.00 minus the Adjustment Period VWAP and (B) the denominator of which is the Adjustment Period VWAP (the "Make-Whole Shares"). In the event that the Adjustment Period VWAP is less than $7.00, the Adjustment Period VWAP will be deemed to be $7.00. |
| By: Chavant Manager LLC, Manager, By: /s/ Jiong Ma, Name: Jiong Ma, Title: Sole Member | 12/26/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||