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. 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 new additional shares 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”). 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.

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”). 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. 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 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.

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 is serving as legal advisor to Chavant. Alan I. Annex and Raymond A. Lee of Greenberg Traurig, LLP is serving as legal advisor to Mobix Labs. DLA Piper LLP (US) is serving as legal counsel to B. Riley Securities and Needham & Company, LLC. Blueshirt Capital Advisors is also serving as an investor relations advisor to Mobix Labs. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and registrar to Chavant. Chavant has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the Special Meeting, for a fee of $20000. Maples and Calder (Cayman) LLP acted as counsel as to Cayman Islands law to Chavant Capital Acquisition. Greenberg Traurig, LLP acted as due diligence provider to Mobix. Simpson Thacher & Bartlett LLP and Needham & Company, LLC acted as due diligence provider to Chavant.