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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.

 FirstName LastNameDr. Jiong Ma
 Comapany NameChavant Capital Acquisition Corp.
 November 9, 2023 Page 2
 FirstName LastName
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,
which provides that 27,005,275 shares of Class A Common Stock are being registered and
this number includes the shares underlying your Public Warrants. Please revise to address
this apparent inconsistency.

 FirstName LastNameDr. Jiong Ma
 Comapany NameChavant Capital Acquisition Corp.
 November 9, 2023 Page 3
 FirstName LastName
Dr. Jiong Ma
Chavant Capital Acquisition Corp.
November 9, 2023
Page 3
            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