SecProbe.io

United States securities and exchange commission logo
May 9, 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.
Registration Statement on Form S-4
Filed on April 10, 2023
File No. 333-271197
Dear Dr. Jiong Ma:
            We have reviewed your 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.
Registration Statement on Form S-4
Market and Industry Data, page 10
1.We note your disclosure that you obtained some of the market and industry data included
in the registration statement from various third-party sources and that you have not
independently verified this information.  This statement appears to imply a disclaimer of
responsibility for this information in the registration statement.  Please either revise this
section to remove such implication or specifically state that you are liable for all
information in the registration statement.
Questions and Answers about the Special Meeting and the Related Proposals
How much dilution may non-redeeming Chavant shareholders experience..., page 22
2.Please revise your sensitivity analysis to include interim redemption levels.

 FirstName LastNameDr. Jiong Ma
 Comapany NameChavant Capital Acquisition Corp.
 May 9, 2023 Page 2
 FirstName LastNameDr. Jiong Ma
Chavant Capital Acquisition Corp.
May 9, 2023
Page 2
Do Mobix Labs Stockholders need to approve the Transaction?, page 27
3.We note your disclosure that more information can be found in the section entitled
“Certain Agreements Related to The Transaction — Written Consents.”  However, this
section does not appear and the section entitled "Certain Agreements Related to the
Business Combination" on page 172 does not include a discussion on Written Consents.
Please advise or revise.
What interests do Chavant's current officers and directors have in the Transaction?, page 28
4.We note your disclosure on F-8 that in connection with the First Extension and Second
Extension you made certain deposits in the Trust which were funded by promissory notes
issued to the Sponsor.  Please revise to disclose the total outstanding promissory note
owed to the Sponsor.
5.In your next amendment, please include the missing bracketed information.
If my shares are held in "street name," will my broker, bank or nominee..., page 34
6.We note your disclosure that broker non-votes will not be counted for purposes of
determining the presence of a quorum at the special meeting.  This disclosure appears
inconsistent with your other disclosure that broker non-votes will be considered present
for the purposes of establishing a quorum, on page 12.  Please revise your filing.
Selected Unaudited Pro Forma Condensed Combined Financial Information, page 52
7.We note you define the Transaction on page 8 as the Domestication, the Merger and the
other transactions contemplated by the Business Combination Agreement.  However, we
note your disclosure on page 142 that on November 15, 2022 you entered into the
Business Combination Agreement, Sponsor Letter Agreement, PIPE Subscription
Agreement and related transaction documents.  Please consider expanding your definition
of the Transaction, if appropriate, to specify inclusion of these particular agreements.
Also expand the disclosure in footnote two on page 53 to disclose the number of Mobix
Labs common stock assumed to be issued pursuant to subscription, warrant and
convertible note agreements entered into from January 1, 2023 through March 31, 2023.
Risk Factors
Mobix Labs' plan to add incremental revenues and diversify its connectivity customer base
through the acquisition of EMI Solutions..., page 65
8.Please revise to update the status of the EMI Merger Agreement, for which the
termination date was March 31, 2023.
Mobix Labs' business and operations could suffer in the event of a security breach involving its
IT systems..., page 77
9.We note that you may be subject to cyberattacks.  Update your risks characterized as

 FirstName LastNameDr. Jiong Ma
 Comapany NameChavant Capital Acquisition Corp.
 May 9, 2023 Page 3
 FirstName LastNameDr. Jiong Ma
Chavant Capital Acquisition Corp.
May 9, 2023
Page 3
potential if you have experienced a cyberattack.  To the extent material, disclose any new
or heightened risk of potential cyberattacks by state actors or others since Russia’s
invasion of Ukraine.
Risks Related to the Transaction, page 88
10.Please disclose the material risks to unaffiliated investors presented by taking Mobix Labs
public through a merger rather than an underwritten offering.  These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
CFIUS or other regulatory agencies may modify, delay or prevent our Transaction., page 93
11.Please revise to disclose that the warrants would expire worthless in the event of
liquidation.
Unaudited Pro Forma Condensed Combined Financial Information
Introduction, page 113
12.Refer to your disclosure in the third paragraph on page 114 regarding the Post-March 26
Financing Securities.  We note that the estimated maximum number of such additional
shares that may be issued is 2,500,000, and the estimate was provided solely for the
purpose of registering a maximum amount under the Form S-4 registration statement.  We
also note your disclosure that the Business Combination Agreement does not cap the
number of such shares that may be issuable, and that as of March 31, 2023, Mobix Labs
had not issued any Post-March 26 Financing Securities.  Given that there is potential for
issuance of an additional maximum of 2,500,000 shares that will increase the aggregate
transaction consideration, please expand your redemption scenarios from two to three to
provide for the share issuance under the Post-March 26 Financing Securities.  In this
regard, you should have the no redemption, maximum redemption, along with a Post-
March 26 Financing Securities or similar description scenario to appropriately reflect the
range of possible results as required by Rule 11-02(a)(10) of Regulation S-X.  Please
revise throughout the filing to reflect assumption of this third redemption scenario.
13.We note from your disclosures on pages 115 and 121 in January 2023 Mobix Labs issued
1,233,108 shares of its common stock in settlement of its dispute with the seller related to
the acquisition of Cosemi. Please describe how you accounted for the settlement in the pro
forma financial statements and how the shares of common stock issued to settle the
liability were valued.
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
Note 4. Pro Forma Adjustments, page 122
14.Refer to the second paragraph at the top of page 123 regarding pro forma basic and diluted
earnings per share.  Please clarify that the pro forma per share amounts are based on the
New Mobix Labs's shares assuming the Transaction occurred on January 1, 2022.  Your

 FirstName LastNameDr. Jiong Ma
 Comapany NameChavant Capital Acquisition Corp.
 May 9, 2023 Page 4
 FirstName LastNameDr. Jiong Ma
Chavant Capital Acquisition Corp.
May 9, 2023
Page 4
current disclosure refers to Mobix Labs, rather than New Mobix Labs.  In this regard, the
pro forma basic and diluted earnings per share are based on both the outstanding shares of
Chavant and Mobix Labs, as adjusted for the issuance of New Mobix Labs securities in
the Transaction as described in Note 5 on page 124.  Please revise accordingly.
15.Refer to Adjustment 4(E)(1).  Please clarify for the "No Redemption" scenario, that
856,042 shares and value thereof are still classified as shares subject to possible
redemption, while such number of shares and redemption value are considered to have
been redeemed under the "Maximum Redemption" scenario.  In this regard, also provide a
separate adjustment for the 96,991 shares redeemed in January 2023 as an adjustment to
Chavant's December 31, 2022 historical balance sheet.
Note 5. Loss Per Share, page 124
16.Refer to the last paragraph on page 124 and the table on page 125.  Please expand the
table to reflect all dilutive securities, including the Working Capital Loans, Equity
Incentive Plan and Employee Stock Purchase Plan as outlined in the second table on page
22.
Proposal No. 1 - The Transaction Proposal
The Background of the Transaction, page 132
17.Your charter waived the corporate opportunities doctrine.  Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
18.We note your disclosure on F-16 that Roth Capital Partners, LLC and Craig-Hallum
Capital Group LLC, as Chavant’s IPO underwriters, are entitled to a marketing fee of $2.8
million upon the consummation of the business combination.  Please describe what
additional services they performed after the IPO.
19.We note your disclosure on page 137 that Dr. Ma provided an update to the Chavant
Board regarding potential targets since the termination of exclusivity with Mobix Labs on
May 31, 2022.  Please revise to elaborate on the potential targets considered during the
termination period.
20.We note your disclosures on pages 140 and 141 that Chavant determined that Company B
and Company C did not represent a better business combination opportunity for Chavant
than Mobix Labs.  Please elaborate on the reasons Chavant did not pursue transaction with
Company A, Company B and Company C.
21.We note your disclosure regarding the November 4, 2022 discussion.  Please elaborate on
the modifications to the employment arrangements discussed.
22.We note there were ongoing negotiations regarding the termination fee.  Please revise to
disclosure the amount of termination fee discussed.
Chavant's Board of Directors' Reasons for the Approval of the Transaction, page 144

 FirstName LastNameDr. Jiong Ma
 Comapany NameChavant Capital Acquisition Corp.
 May 9, 2023 Page 5
 FirstName LastNameDr. Jiong Ma
Chavant Capital Acquisition Corp.
May 9, 2023
Page 5
23.We note your disclosure that Chavant’s board considered certain projections provided by
Mobix Labs.  Please revise to clarify whether this refers to the August 2022 forecast
described on page 148 or if it refers to one or more of the other forecasts described in
“The Background of the Transaction” section.  Further, please revise to discuss if the
Chavant board’s recommendation includes consideration of Mobix Labs’s oral business
update in March 2023, as discussed on page 143, that Mobix Labs expects revenues for
the year ending September 30, 2023 to be materially less favorable than the revenues
reflected in the August 2022 forecast.  If it did not, please discuss why not.
Comparable Public Company Analysis, page 147
24.It appears that the numbers “1,2,3” after the title “Enterprise Value/2023E Revenue” and
the number “5” in “7.2x5” for Mobix Labs represent footnotes.  Please advise or revise.
Certain Unaudited Prospective Financial Information of Mobix Labs, page 150
25.We note your disclosure that the financial projections reflect estimates and assumptions.
Please revise to describe such estimates, matters and assumptions with greater
specificity and quantify where practicable.  Please disclose any other information to
facilitate investor understanding of the basis for and limitations of these projections.
Clearly describe the basis for projecting this growth and the factors or contingencies that
would affect such growth ultimately materializing.
26.Please revise to clarify whether the projections provided were based on an expected
closing date on the transaction.  In that regard, we note your risk factor disclosure on page
59.  Please also quantify the expected proceeds from the transaction that underlie the
projections.
27.Please clarify whether the projections provided here reflect the March 2023 oral update.
Certain Agreements Related to the Business Combination
PIPE Subscription Agreement, page 172
28.Please revise to disclose if ACE SO4 Holdings Limited is an affiliate of Chavant, its
sponsor, directors or officers.
Material U.S. Federal Income Tax Considerations, page 176
29.We note the disclosure that it is intended that the Domestication and Merger will qualify
as a reorganization within the meaning of Section 368(a) of the Code.  Please revise your
disclosures here to more clearly state counsel's tax opinion on whether the transaction will
qualify as a reorganization.  Also, state in your disclosure here that the discussion is the
opinion of tax counsel and identify counsel.  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

 FirstName LastNameDr. Jiong Ma
 Comapany NameChavant Capital Acquisition Corp.
 May 9, 2023 Page 6
 FirstName LastNameDr. Jiong Ma
Chavant Capital Acquisition Corp.
May 9, 2023
Page 6
Sections III.B and C of Staff Legal Bulletin 19.
Manufacturing and Operations, page 230
30.Please identify the raw materials used in your products.
31.We note your disclosure here and on page 65 that Plantronics B.V. has accounted for
substantially all of your historical net revenue but on F-49 that two customers accounted
for 86% and 73% of your revenue as of September 30, 2022 and September 30, 2021,
respectively.  Please revise your filing to explain this apparent discrepancy and discuss
any known trends or uncertainties regarding your significant customers.
Mobix Labs' Executive Compensation, page 239
32.Refer to footnote two.  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 235, instead.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Mobix Labs, page 243
33.Refer to paragraphs five and four on pages 138 and 247, respectively.  We note your
disclosures that you reduced revenue and margin expectations due to, in part, higher costs
associated with shipping and certain raw materials.  Please revise to discuss whether these
inflationary pressures have materially impacted your financial condition and results of
operations.  Identify the actions planned or taken, if any, to mitigate further or continued
inflationary pressures.
COVID-19 and Supply Chain Disruptions, page 244
34.Please revise to discuss all material adverse COVID-19 and supply chain disruptions
impacts here.  We note, for example, the disclosures on pages 70 and 246 regarding
disruptions at your manufacturers and suppliers located in Vietnam, Taiwan and China,
delays in your shipments and product launches, and decrease in product sales.  Please
enhance your disclosure to clarify whether supply chain disruptions materially affect your
outlook or business goals.   Further, revise to discuss known trends or uncertainties
resulting from mitigation efforts undertaken as a result of your supply chain disruptions,
including your disclosures that you are continuing to implement operational measures to
minimize the turnaround time in fulfilling your orders.  Explain whether any mitigation
efforts introduce new material risks, including those related to product quality and
reli