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United States securities and exchange commission logo
June 17, 2022
Jiong Ma
Chief Executive Officer, President and Director
Chavant Capital Acquisition Corp.
445 Park Avenue, 9th Floor
New York , NY 10022
Re: Chavant Capital
Acquisition Corp.
Preliminary Proxy
Statement on Schedule 14A
Filed June 9, 2022
File No. 001-40621
Dear Dr. Ma:
We have reviewed your filing and have the following comment. In
our comment, we
may ask you to provide us with information so we may better understand
your disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed June 9, 2022
General
1. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties
with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact
could impact your ability to complete your initial business
combination. For
instance, discuss the risk to investors that you may not be able to
complete an initial
business combination with a U.S. target company should the
transaction be subject
to review by a U.S. government entity, such as the Committee on
Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool
of potential targets with which you could complete an initial business
combination may be
limited. Further, disclose that the time necessary for government
review of the
transaction or a decision to prohibit the transaction could prevent you from
completing an initial
business combination and require you to liquidate. Disclose the
consequences of
liquidation to investors, such as the losses of the investment opportunity
Jiong Ma
Chavant Capital Acquisition Corp.
June 17, 2022
Page 2
in a target company, any price appreciation in the combined company, and
the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Benjamin Holt at 202-551-6614 or James Lopez at
202-551-3536 with any
questions.
Sincerely,
FirstName LastNameJiong Ma
Division of
Corporation Finance
Comapany NameChavant Capital Acquisition Corp.
Office of Real Estate
& Construction
June 17, 2022 Page 2
cc: Mark Brod
FirstName LastName