Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 1 to the Business Combination Agreement
On
Pursuant to the BCA Amendment, Chavant,
In addition, the BCA Amendment extended the Outside Date under the Business
Combination Agreement from
The foregoing description of the BCA Amendment does not purport to be complete and is qualified in its entirety by the full text of the BCA Amendment, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, 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 Chavant under the Securities Act of 1933, as amended or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.
Important Information About the Proposed Transaction and Where to Find It
This Current Report on Form 8-K, including the exhibits filed herewith (the
"Form 8-K"), relates to the Proposed Transaction between
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
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
The documents filed by Chavant with the
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 and the
anticipated timing of the completion of the Proposed Transaction, the products
offered by
· 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 merger agreement by the shareholders of Chavant, 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 merger agreement;
· the effect of the announcement or pendency of the Proposed Transaction on
Labs' business relationships, performance, and business generally;
· risks that the Proposed Transaction disrupts current plans of
potential difficulties in
Proposed Transaction;
· the outcome of any legal proceedings that may be instituted against
or against Chavant related to the merger 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 whichMobix 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 affectingMobix 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
semiconductor products and solutions, or experience significant delays in doing
so;
· the risk that
· the risk that
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
acquisitions, or fully realize anticipated benefits from past or future
acquisitions or investments;
· the risk that
longer than expected, and
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 theSEC onMarch 31, 2023 (the "2022 Form 10-K"), as such factors may be updated from time to time in Chavant's filings with theSEC , 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
Participants in the Solicitation
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. Exhibit No. Description 2.1 Amendment No. 1 to the Business Combination Agreement, dated as ofApril 7, 2023 , by and amongChavant Capital Acquisition Corp. ,CLAY Merger Sub II, Inc. andMobix Labs, Inc. (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-4 filed byChavant Capital Acquisition Corp. onApril 10, 2023 ). 99.1 Press Release, datedApril 10, 2023 . 104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
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