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United States securities and exchange commission logo
November 9, 2023
Dr. Jiong Ma
Chief Executive Officer
Chavant Capital Acquisition Corp.
445 Park Avenue, 9th Floor
New York, NY 10022
Chavant Capital Acquisition Corp.
Re: Chavant Capital
Acquisition Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed on November
3, 2023
File No. 333-271197
Dear Dr. Jiong Ma:
We have reviewed your amended registration statement and have the
following
comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our September 7,
2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Questions and Answers About the Special Meeting and the Related
Proposals
How much dilution may non-redeeming Chavant shareholders experience in
connection with the
Transaction..., page 21
1. Refer to the tables on
pages 22 and 23 and related footnotes. In footnote (6b), please
clarify that the
implied total equity value of New Mobix Labs is $280.5 million, or
approximately $289.2
million. Your current disclosure states $270.9 million and $279.6
million, respectively.
In footnote (19), please clarify that the total additional shares in the
No Redemption scenario
is 23,525,875 shares and the total in the Maximum Redemption
scenario is 23,502,508
shares, as shown in the table on page 23. Your current disclosure
states 23,198,066
shares and 23,174,699 shares, respectively.
Dr. Jiong Ma
Chavant Capital Acquisition Corp.
November 9, 2023
Page 2
Risk Factors
Nasdaq may delist our securities from trading on its exchange..., page 105
2. We note that you removed disclosure relating to how your redemptions
in connection with
the Third Extension and removal of the Redemption Limitation from your
governing
documents may make it more difficult to regain compliance with the
MVLS Rule and the
other Nasdaq listing rules. Please revise to discuss these risks.
Unaudited Pro Forma Condensed Combined Financial Information
The Transaction, page 118
3. Refer to the bullet point for Assuming Maximum Redemption at the
bottom of page 120.
The first sentence appears to be an incomplete sentence and has been
truncated from
previous disclosure as additional sentences have been omitted from
this amendment that
were previously included in the prior amendment. Further, it appears
footnotes 3 and
4 should be numbered as 1 and 2, respectively. Please revise or
advise.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Mobix Labs
Recent Developments, page 257
4. We note disclosure that in August 2023, Mobix Labs entered into two
non-binding term
sheets to acquire entities which operate in a strategically aligned
industry. The term sheet
with one company will expire on December 4, 2023, but is subject to an
automatic 15 day
extension and the term sheet with the second company expired on August
31, 2023,
however, the parties are in negotiation to extend the expiration date.
Tell us the
consideration given to providing the financial information required by
Rule 8-04 and Rule
8-05 of Regulation S-X for each entity, to the extent they are
considered to be probable or
pending business acquisitions. Also, provide disclosure in the
introductory section to the
Unaudited Pro Forma Financial Statements of this recent development
and the expected
material effect, if any, the acquisitions would have on the pro forma
financial statements.
Part II
Information Not Required in Prospectus
Item 21. Exhibits and Financial Statement Schedules
Exhibit 5.1 - Form of Opinion of Simpson Thacher & Bartlett LLP as to the
validity of the
securities registered, page II-2
5. We note that your cover page and Exhibit 5.1 state that you are
registering 23,960,315
shares of Class A Common Stock. However, this appears inconsistent with
Exhibit 107,
FirstName LastNameDr. Jiong Ma
which provides that 27,005,275 shares of Class A Common Stock are being
registered and
Comapany NameChavant
this number Capital
includes Acquisition
the shares Corp.
underlying your Public Warrants. Please
revise to address
this 9,
November apparent inconsistency.
2023 Page 2
FirstName LastName
Dr. Jiong Ma
FirstName LastNameDr. Jiong Ma
Chavant Capital Acquisition Corp.
Comapany 9,
November NameChavant
2023 Capital Acquisition Corp.
November
Page 3 9, 2023 Page 3
FirstName LastName
Please 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,
Division of
Corporation Finance
Office of
Manufacturing
cc: John C. Ericson