SEC FORM 4

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

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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^*

Ma Jiong

(Last)

(First)

(Middle)

445 PARK AVENUE, 9TH FLOOR

(Street)

NEW YORK

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2022

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	10/10/2022		J⁽²⁾		19,000	D	$0	1,580,813⁽²⁾	I	See footnote⁽³⁾
Class A Common Stock⁽¹⁾	01/06/2023		J⁽²⁾		20,000	D	$0	1,580,813⁽²⁾	I	See footnote⁽³⁾
Class A Common Stock⁽¹⁾	12/21/2023		A⁽⁴⁾		199,737	A	$10⁽⁴⁾	1,121,919⁽⁵⁾	I	See footnote⁽³⁾
Class A Common Stock⁽¹⁾	12/21/2023		A⁽⁴⁾		272,182	A	⁽⁴⁾	1,394,101	I	See footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Private Placement Warrants⁽¹⁾	$11.5	12/21/2023		A⁽⁶⁾		1,241,552		01/21/2024	12/21/2028	Class A Common Stock	1,241,552⁽¹⁾	⁽⁶⁾	1,241,552	I	See footnote⁽⁷⁾
Make-Whole Shares (right to acquire)	$10	12/21/2023		A⁽⁸⁾		199,737		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	199,737⁽⁸⁾	⁽⁴⁾⁽⁸⁾	199,737	I	See footnote⁽³⁾

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 transfer of interests in Chavant Capital Partners LLC (the "Sponsor") by the Reporting Person to another member of the Sponsor in connection with such other member's agreement to fund certain amounts to the Sponsor in order to permit it to make certain loans to the Issuer. Does not represent any transfer of Ordinary Shares then held by the Sponsor, and prior to and following such transfers, the Sponsor continued to hold 1,580,813 Ordinary Shares.

3. The Sponsor is the record holder of the securities reported herein. The Reporting Person is the sole member of the manager of the Sponsor and has voting and investment discretion with respect to the securities held of record by the Sponsor. The Reporting Person disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest she may have therein, directly or indirectly.

4. Pursuant to a Subscription Agreement, the Sponsor purchased 199,737 shares of Class A Common Stock in connection with the Closing 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 to the Sponsor a warrant to purchase 272,4454 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.

5. Reflects a forfeiture of 658,631 Ordinary Shares held by the Sponsor in connection with the Closing (the "Share Forfeiture"), none of which were indirectly beneficially owned by the Reporting Person.

6. Represents Private Placement Warrants held by the Sponsor since the initial public offering of Chavant, which were distributed by the Sponsor to its members as a pro rata distribution in respect of their respective indirect interests in such Private Placement Warrants and are now held by the Reporting Person indirectly through a wholly-owned limited liability company. Private Placement Warrants may be exercised 30 days after the Closing and expire five years after Closing or earlier upon liquidation.

7. Securities are held by the Reporting Person through a wholly-owned limited liability company.

8. 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.

	/s/ Jiong Ma	12/26/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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