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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

 

 

Chavant Capital Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Cayman Islands

(State of incorporation or organization)

  

98-1591717

(I.R.S. Employer Identification No.)

     

445 Park Avenue, 9th Floor

New York, New York

 (Address of Principal Executive Offices)

  

10022

(Zip Code)

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered 

 

 

 Name of each exchange on which
each class is to be registered 
Units, each consisting of one ordinary share and three-quarters of one redeemable warrant   The Nasdaq Stock Market, LLC
     
Ordinary shares, par value $0.0001 per share   The Nasdaq Stock Market, LLC
     
Warrants, each whole warrant exercisable for one ordinary share at an exercise price of $11.50 per share   The Nasdaq Stock Market, LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-257459

 

Securities to be registered pursuant to Section 12(g) of the Act: N/A

 

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the units, ordinary shares, par value $0.0001 per share, and warrants to purchase ordinary shares of Chavant Capital Acquisition Corp. (the “Registrant”). The description of the units, ordinary shares and warrants set forth under the heading “Description of Securities” in the Registrant’s prospectus forming a part of its Registration Statement on Form S-1 (File No. 333-257459), originally filed with the U.S. Securities and Exchange Commission on June 25, 2021, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates is incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed are hereby also incorporated by reference herein.

 

Item 2. Exhibits.

 

The following exhibits have been filed as exhibits to the Registration Statement and are incorporated herein by reference: 

 

3.1   Memorandum and Articles of Association (Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-257459), filed with the U.S. Securities and Exchange Commission on July 9, 2021).
     
3.2   Amended and Restated Memorandum and Articles of Association (Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-257459), filed with the U.S. Securities and Exchange Commission on July 9, 2021).
     
4.1   Specimen Unit Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-257459), filed with the U.S. Securities and Exchange Commission on July 9, 2021).
     
4.2   Specimen Ordinary Shares Certificate (Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-257459), filed with the U.S. Securities and Exchange Commission on July 9, 2021).
     
4.3   Specimen Warrant Certificate (Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-257459), filed with the U.S. Securities and Exchange Commission on July 9, 2021).
     
4.4   Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-257459), filed with the U.S. Securities and Exchange Commission on July 9, 2021).
     
10.1   Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-257459), filed with the U.S. Securities and Exchange Commission on July 9, 2021).
     
10.2   Form of Registration Rights Agreement among the Registrant, Chavant Capital Partners LLC and the Holders signatory thereto (Incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-257459), filed with the U.S. Securities and Exchange Commission on July 9, 2021).

  

 

 

   

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  CHAVANT CAPITAL ACQUISITION CORP.
       
Date:  July 15, 2021 By: /s/ Jiong Ma
    Name: Jiong Ma
    Title: Chief Executive Officer and President