SEC Form 425 filed by Chavant Capital Acquisition Corp.

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): December 18, 2023

CHAVANT CAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

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:

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.¨

On December 18, 2023, Chavant Capital Acquisition Corp. (the “Company”) held an extraordinary general meeting of shareholders in lieu of an annual general meeting (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, holders of 2,499,412 ordinary shares of the Company, representing approximately 89.94% 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.

The shareholders voted on the following proposals at the Extraordinary General Meeting, each of which is described in more detail in the Company’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission on November 15, 2023 (as supplemented, the “Proxy Statement/Prospectus”). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Proxy Statement/Prospectus.

As there were sufficient votes to approve 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 and the Director Election Proposal, the Adjournment Proposal was not presented to shareholders.

Set forth below are the voting results for the Transaction Proposal:

Set forth below are the voting results for the Domestication Proposal:

Set forth below are the voting results for the Organizational Documents Proposal:

Set forth below are the voting results for the Advisory Governance Proposals:

(a)  Removal of Special Purpose Acquisition Company Provisions

(b) Authorized Capital Stock

(c) Voting Rights of Common Stock

(d) Right of the Holders of Class B Common Stock to Elect Certain Directors

(e) Removal of Directors

(f) Amendment of Charter

(g) Amendment of Bylaws

(h) Eliminate the Ability of the Holders of Class A Common Stock to Act by Written Consent

(i)  Remove Renouncement of Corporate Opportunities

(j) Choice of Forum

(k) Change of Corporate Name

Set forth below are the voting results for the Nasdaq Proposal:

Set forth below are the voting results for the Equity Incentive Plan Proposal:

Set forth below are the voting results for the Employee Stock Purchase Plan Proposal:

Set forth below are the voting results for the Director Election Proposal:

In connection with the Extraordinary General Meeting, as of the redemption deadline at 5:00 p.m., Eastern time, on December 14, 2023, shareholders holding 741,613 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.  

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.