SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Chavant Capital Partners LLC (Last) (First) (Middle) 445 PARK AVENUE, 9TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Chavant Capital Acquisition Corp. [ MOBX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/21/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock(1)	12/21/2023		J(2)		658,631	D	$0	922,182	D
Class A Common Stock(1)	12/21/2023		P(3)		199,737	A	$10(3)	1,121,919	D
Class A Common Stock(1)	12/21/2023		J(3)		272,182	A	(3)	1,394,101	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Private Placement Warrants(1)	$11.5	12/21/2023		J(4)			2,394,332	01/21/2024	12/21/2028	Class A Common Stock	2,394,332	$0(4)	0(4)	D
Make-Whole Shares (right to acquire)	$10	12/21/2023		J(5)		199,737		(5)	(5)	Class A Common Stock	199,737(5)	(3)(5)	199,737	D

Explanation of Responses:

1. Pursuant to the Issuer's de-registration as a Cayman Islands exempted company and domestication as a Delaware corporation (the "Domestication") in connection with the closing (the "Closing") of the Issuer's initial business combination (the "Business Combination"; the Issuer prior to the Domestication, "Chavant") with Mobix Labs, Inc. (the "Target") on December 21, 2023, each ordinary share of Chavant ("Ordinary Share") and each private placement warrant, exercisable to purchase one Ordinary Share for $11.50 per share, subject to certain adjustments, of Chavant ("Chavant Private Placement Warrants") was automatically converted into one share of Class A Common Stock of the Issuer ("Class A Common Stock") and one private placement warrant, exercisable to purchase one share of Class A Common Stock for $11.50 per share, subject to certain adjustments, of the Issuer ("Private Placement Warrants"), respectively. In connection with the Closing, Chavant was renamed "Mobix Labs, Inc."

2. Represents a forfeiture of 658,631 Ordinary Shares held by the Sponsor in connection with the Closing (the "Share Forfeiture").

3. Pursuant to a Subscription Agreement, the Reporting Person purchased 199,737 shares of Class A Common Stock in connection with the closing of the Business Combination for aggregate consideration of $1,997,370, consisting of the forgiveness of certain indebtedness and certain expense reimbursement obligations owed by the Issuer to the Sponsor and its members (the "PIPE Investment" and such shares, the "PIPE Shares"). In connection with the entry into the Subscription Agreement, the Target issued the Reporting Person a warrant 272,454 warrants to purchase 272,454 shares of common stock of the Target. Such warrant was net exercised for 272,182 shares of common stock of the Target in connection with the closing of the Subscription Agreement, which occurred substantially concurrently with the Closing. Such 272,454 shares of common stock of the Target were automatically converted into 272,182 shares of Class A Common Stock upon the Closing.

4. Represents a pro rata distribution of 2,394,332 Private Placement Warrants to members of the Reporting Person in respect of their indirect interests in such Private Placement Warrants. Such Private Placement Warrants had been held by the Reporting Person as Chavant Private Placement Warrants since the initial public offering of the Issuer. Private Placement Warrants may be exercised 30 days after the Closing and expire five years after Closing or earlier upon liquidation. Balance of securities following the distribution described above reflects the forfeiture of 400,000 Private Placement Warrants in connection with the Closing of the Business Combination.

5. Pursuant to the Subscription Agreement for the PIPE Investment, the Issuer has agreed to issue additional shares of Class A Common Stock if the volume weighted average price per share of Class A Common Stock during the 30-day period (the "Adjustment Period") commencing on the date that is 30 days after the date on which a resale Registration Statement relating to the PIPE Investment is declared effective (the "Adjustment Period VWAP") is less than $10.00 per share. In such case, the Sponsor will be entitled to receive a number of shares of Class A Common Stock equal to the product of (x) the number of PIPE Shares held by the Sponsor through the end of the Adjustment Period multiplied by (y) a fraction, (A) the numerator of which is $10.00 minus the Adjustment Period VWAP and (B) the denominator of which is the Adjustment Period VWAP (the "Make-Whole Shares"). In the event that the Adjustment Period VWAP is less than $7.00, the Adjustment Period VWAP will be deemed to be $7.00.

	By: Chavant Manager LLC, Manager, By: /s/ Jiong Ma, Name: Jiong Ma, Title: Sole Member	12/26/2023
	** Signature of Reporting Person	Date
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