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United States securities and exchange commission logo
September 7, 2023
Dr. Jiong Ma
Chief Executive Officer
Chavant Capital Acquisition Corp.
445 Park Avenue, 9th Floor
New York, NY 10022
Re: Chavant Capital
Acquisition Corp.
Amendment No. 1 to
Registration
Statement on Form S-4
Filed on August 11,
2023
File No. 333-271197
Dear Dr. Jiong Ma:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
9, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Cover page
1. We note you deleted the
legend required by Item 501(b)(10) of Regulation S-K. Please
revise to include this
legend.
Notes to the Unaudited Pro Forma Condensed Combined Financial
Information
Note 5. Loss Per Share, page 136
2. We note your revisions
made in response to prior comment 16. Please further reconcile
the table at the bottom
of page 137 with respect to the share numbers shown in the line
items for Assumed
Options and RSUs and Employee Stock Purchase Plan with the related
Dr. Jiong Ma
FirstName LastNameDr. Jiong Ma
Chavant Capital Acquisition Corp.
Comapany 7,
September NameChavant
2023 Capital Acquisition Corp.
September
Page 2 7, 2023 Page 2
FirstName LastName
share numbers disclosed on page 24. We note that the total potentially
dilutive common
share equivalents as totaled in the tables on pages 24 and 137 differ
and such difference
appears attributable to these two aforementioned line items. Please
revise or advise.
Material U.S. Federal Income Tax Considerations, page 193
3. We note your response to prior comment 29 and reissue our comment.
Whenever there is
significant doubt about the tax consequences of the transaction, it is
permissible for the tax
opinion to use should rather than will, but counsel
providing the opinion must explain
why it cannot give a will opinion and describe the degree of
uncertainty in the opinion.
Please refer to Sections III.B and C of Staff Legal Bulletin 19.
Outstanding Equity Awards at 2022 Fiscal Year-End, page 262
4. Refer to footnote two of Outstanding Equity Awards at 2022 Fiscal
Year-End table.
Please revise to discuss your 2020 Key Employee Stock Option Plan or
clarify whether
footnote two should refer to your 2020 Key Employee Equity Incentive
Plan, described on
page 258, instead.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Mobix Labs
Liquidity and Capital Resources, page 273
5. We note your disclosure on F-85 that a note having a principal balance
of $344,000
matured in June 2022. This appears inconsistent with your disclosure
on page 273 that a
$0.4 million note has a maturity date within the next 12 months.
Please advise or
revise.
6. We note your disclosure on F-86 that you issued additional convertible
notes having a
principal amount of $250,000 in January 2023. Please revise to discuss
this note.
Index to Financial Statements
Chavant Capital Acquisition Corp., page F-1
7. Given that Chavant, an SEC filer, has now filed its Form 10-Q for the
quarter ended June
30, 2023, please provide updated interim financial statements and
related disclosures for
Chavant as required by Rule 8-08 of Regulation S-X and Item 14(e) of
Form S-4.
8. In the next amendment, please comply with the financial statement
updating requirements
for Mobix Labs and EMI Solutions. In this regard, please provide
updated unaudited
interim financial statements of Mobix Labs for the nine months ended
June 30, 2023 and
2022, along with audited financial statements of EMI Solutions for the
years ended June
30, 2023 and 2022. Further, Selected Historical and Pro Forma
Financial Data, Unaudited
Pro Forma Condensed Combined Financial Information, MD&A of both
Chavant and
Mobix Labs, and related financial information should also be updated
accordingly to the
most recent financial statement period. Refer to Rule 8-08 of
Regulation S-X and Item 17
Dr. Jiong Ma
Chavant Capital Acquisition Corp.
September 7, 2023
Page 3
of Form S-4.
Note 6. Commitments and Contingencies
Business Combination Marketing Agreement, page F-17
9. We have reviewed your response to prior comments 18 and 42 with respect
to the $2.8
million marketing fee payable to the representatives in your IPO. We note
disclosure on
page 99 that under the business combination marketing agreement with the
underwriters,
the marketing fee is conditioned on the completion of an initial business
combination and
that on page 300 you disclose the marketing fee will become payable only
if you
consummate a business combination, and that if the business combination
does not occur,
you will not be required to pay these contingent fees. Given that the
fees are contingently
payable upon the condition of the business combination being consummated
or services
being rendered in connection therewith, please tell us and disclose how
you have
accounted for the $2.8 million marketing fee payable in your unaudited
pro forma
financial statements which reflect the business combination. To the
extent no services
have been provided by the underwriters with respect to this agreement,
and thus, the
contingent fee is not and will not become payable, please also disclose
this fact.
General
10. Please tell us, with a view to disclosure, whether you have received
notice from Roth
Capital Partners, LLC and Craig-Hallum Capital Group LLC or any other
firm engaged in
connection with Chavant s initial public offering about ceasing
involvement in your
transaction and how that may impact your deal, including the deferred
underwriting
compensation owed for the SPAC s initial public offering.
11. We note your response to prior comment 44 that certain shareholders
agreed to waive
their redemption rights for no consideration. Please revise your
disclosure.
You may contact Beverly Singleton at 202-551-3328 or Jean Yu at
202-551-3305 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jenny O'Shanick at 202-551-8005 or Asia Timmons-Pierce at 202-551-3754
with any
other questions.
Sincerely,
FirstName LastNameDr. Jiong Ma
Division of
Corporation Finance
Comapany NameChavant Capital Acquisition Corp.
Office of
Manufacturing
September 7, 2023 Page 3
cc: John C. Ericson
FirstName LastName