SecProbe.io

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 Mobix
Labs, Inc.

 1
Venture, Suite 220

 Irvine,
California 92618

 August
7, 2025

 Securities
and Exchange Commission

 Division
of Corporate Finance

 100
F Street, NE

 Washington,
DC 20549

 Attention:
 Ms. Sarah Sidwell

 Re:
 Mobix Labs, Inc.

 Amendment
No. 1 to Registration Statement on Form S-1

 File
No. 333-287493

 Dear
Ms. Sidwell:

 Mobix
Labs, Inc. (the " Company ") hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it may become effective at 9:00 a.m. Eastern Time on August 11, 2025, or as soon as practicable thereafter, unless
the Company notifies you otherwise prior to such time.

 Once
the Registration Statement has been declared effective, please contact our counsel, Laurie Green of Greenberg Traurig, P.A., at (954)
768-8232 to orally confirm that event or if you have any questions or require additional information regarding this matter.

 [ Signature
Page Follows ]

 Very
 truly yours,

 Mobix
 Labs, Inc.

 By:
 /s/
 Keyvan Samini

 Name:
 Keyvan
 Samini

 Title:
 President,
 Chief Financial Officer and Secretary

 cc:
 Laurie L. Green, Esq.

 Greenberg
Traurig, P.A.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 28, 2025

Keyvan Samini
Chief Financial Officer
Mobix Labs, Inc.
1 Venture, Suite 220
Irvine, California 92618

 Re: Mobix Labs, Inc.
 Registration Statement on Form S-1
 Filed on May 22, 2025
 File No. 333-287493
Dear Keyvan Samini:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Laurie Green
</TEXT>
</DOCUMENT>

CORRESP
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Mobix
Labs, Inc.

15420
Laguna Canyon Road, Suite 100

Irvine,
California 92618

January
22, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Attention:
    Jenny
    O’Shanick

    Re:
    Mobix
    Labs, Inc.

    Registration
    Statement on Form S-3

    Filed
    January 17, 2025

    File
    No. 333-284351

Dear
Ms. O’Shanick:

Mobix
Labs, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced registration
statement so that it may become effective at 4:30 p.m., Eastern Time, on January 24, 2025, or as soon as practicable thereafter.

Should
you have any questions or comments regarding this matter, please contact the Company’s legal counsel, Laurie L. Green, at (954)
768-8232.

[Signature
page follows]

    Very
    truly yours,

    Mobix
    Labs, Inc.

    By:
    /s/
    Keyvan Samini

    Name:
    Keyvan
    Samini

    Title:
    Chief
    Financial Officer

    cc:
    Laurie
    L. Green, Esq.

    Greenberg
    Traurig, P.A.

January 22, 2025
Fabian Battaglia
Chief Executive Officer
MOBIX LABS, INC.
15420 Laguna Canyon Road, Suite 100
Irvine, California 92618
Re:MOBIX LABS, INC.
Registration Statement on Form S-3
Filed January 17, 2025
File No. 333-284351
Dear Fabian Battaglia:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Laurie L. Green

CORRESP
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Mobix Labs, Inc.

15420 Laguna Canyon Rd., Suite 100

Irvine, California 92618

August 26, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

    Attention:
    Eranga Dias

    Re:
    Mobix Labs, Inc.

    Amendment No. 1 to the Registration Statement on Form S-1

    Filed August 26, 2024

    File No. 333-281492

Dear Mr. Dias:

Mobix Labs, Inc. (the “Company”)
hereby requests acceleration of the effective date of the above-referenced registration statement so that it may become effective at 4:30
p.m., Eastern Time, on August 28, 2024, or as soon as practicable thereafter.

Should you have any questions or comments regarding
this matter, please contact the Company’s legal counsel, Laurie L. Green, at (954) 768-8232.

[Signature page follows]

    Very truly yours,

    Mobix Labs, Inc.

    By:
    /s/ Keyvan Samini

    Name:
    Keyvan Samini

    Title:
    President and Chief Financial Officer

    cc:
    Laurie L. Green, Esq.

    Greenberg Traurig, P.A.

August 19, 2024
Fabian Battaglia
Chief Executive Officer
MOBIX LABS, INC
15420 Laguna Canyon Road, Suite 100
Irvine, California 92618
Re:MOBIX LABS, INC
Registration Statement on Form S-1
Filed August 12, 2024
File No. 333-281492
Dear Fabian Battaglia:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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June 28, 2024

VIA EDGAR

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549-3561

    Attention:
    Thomas Jones

    Erin Purnell

    Re:
    Mobix Labs, Inc.

    Amendment No. 1 to the Registration Statement on Form S-1

    Filed June 6, 2024

    File No. 333-278710

Ladies and Gentlemen:

This letter is submitted on behalf of our client,
Mobix Labs, Inc., a Delaware corporation (the “Company”) in response to the comments from the staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in a letter to the Company dated June 24, 2024 (the “Comment Letter”) with respect to the above referenced Amendment
No. 1 to the registration statement on Form S-1 filed with the Commission on June 6, 2024 (the “Registration Statement”).
In connection with this letter responding to the Staff’s comments, the Company is proposing to file the final prospectus (the “Final
Prospectus”), which will include changes in response to the Staff’s comments.

The numbered paragraphs and headings below correspond
to those set forth in the Comment Letter. Each of the Staff’s comments is set forth in bold, followed by the Company’s response
to each comment. Capitalized terms used in this letter but not defined herein have the meaning given to such terms in the Final Prospectus.

Registration Statement on Form S-1 filed April 16, 2024

Cover Page

    1.
    We note your response to prior comment 8. As previously requested, ensure that the disclosure about the amount of beneficial ownership in the table on page 92 is consistent with the disclosure in the table beginning on page 95. For example, the disclosure in the table on page 92 about the number of shares concerning Michael Long is not consistent with the disclosure in the table on page 95 concerning Michael Long.

Response: We respectfully acknowledge the Staff’s
comment and propose to include the revised disclosure in the Final Prospectus. We appreciate that this is a limited exception that should
not be relied on for future filings. However, given that the difference is not material and is calculable based on the existing disclosure,
we believe that it is appropriate to update the disclosure in the Final Prospectus.

    2.
    We note your disclosure on page 107 that your selling securityholders may sell their securities in one or more underwritten offerings. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

Response: We respectfully acknowledge the Staff’s
comment and confirm our understanding that the retention by a selling stockholder of an underwriter would constitute a material change
to our plan of distribution that would require a post-effective amendment.

*       *       *

If you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact Laurie L. Green, Esq. at (954) 765-0500.

    Very truly yours,

    Greenberg Traurig, P.A.

    By:
    /s/ Laurie L. Green

    Laurie L. Green, Esq.

    cc:
    Keyvan Samini, President and Chief Financial Officer

CORRESP
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Mobix Labs, Inc.

15420 Laguna Canyon Rd., Suite 100

Irvine, California 92618

June 28, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

    Attention:
    Thomas Jones

    Erin Purnell

    Re:
    Mobix Labs, Inc.

    Amendment No. 1 to the Registration Statement on Form S-1

    Filed June 6, 2024

    File No. 333-278710

Dear Mr. Jones and Ms. Purnell:

Mobix Labs, Inc. (the “Company”)
hereby requests acceleration of the effective date of the above-referenced registration statement so that it may become effective at 4:30
p.m., Eastern Time, on July 2, 2024, or as soon as practicable thereafter.

Should you have any questions or comments regarding
this matter, please contact the Company’s legal counsel, Laurie L. Green, at (954) 768-8232.

[Signature page follows]

    Very truly yours,

    Mobix Labs, Inc.

    By:
    /s/ Keyvan Samini

    Name:
    Keyvan Samini

    Title:
    President and Chief Financial Officer

cc: Laurie L. Green, Esq.

Greenberg Traurig, P.A.

United States securities and exchange commission logo
June 24, 2024
Keyvan Samini
President and Chief Financial Officer
Mobix Labs, Inc.
15420 Laguna Canyon Road, Suite 100
Irvine, California 92618
Re:Mobix Labs, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 6, 2024
File No. 333-278710
Dear Keyvan Samini:
            We have conducted a limited review of your amended registration statement and have the
following comments.
            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 April 23, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed June 6, 2024
Security Ownership of Certain Beneficial Owners and Management, page 92
1.We note your response to prior comment 8.  As previously requested, ensure that the
disclosure about the amount of beneficial ownership in the table on page 92 is consistent
with the disclosure in the table beginning on page 95.  For example, the disclosure in the
table on page 92 about the number of shares concerning Michael Long is not consistent
with the disclosure in the table on page 95 concerning Michael Long.

 FirstName LastNameKeyvan Samini
 Comapany NameMobix Labs, Inc.
 June 24, 2024 Page 2
 FirstName LastName
Keyvan Samini
Mobix Labs, Inc.
June 24, 2024
Page 2
Plan of Distribution, page 107
2.We note your disclosure on page 107 that your selling securityholders may sell their
securities in one or more underwritten offerings. Please confirm your understanding that
the retention by a selling stockholder of an underwriter would constitute a material change
to your plan of distribution requiring a post-effective amendment. Refer to your
undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

            Please contact Thomas Jones at 202-551-3602 or Erin Purnell at 202-551-3454 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Raymond Lee, Esq.

CORRESP
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June 5, 2024

VIA EDGAR

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549-3561

    Attention:
    Thomas Jones

    Erin Purnell

    Re:
    Mobix Labs, Inc.

    Registration Statement on Form S-1

    Filed April 16, 2024

    File No. 333-278710

Ladies and Gentlemen:

This letter is submitted on behalf of our client,
Mobix Labs, Inc., a Delaware corporation (the “Company”) in response to the comments from the staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in a letter to the Company dated April 23, 2024 (the “Comment Letter”) with respect to the above referenced registration
statement on Form S-1 filed with the Commission on April 16, 2024 (the “Registration Statement”). In connection with
this letter responding to the Staff’s comments, the Company is filing Amendment No. 1 to the Registration Statement (the “Amendment
No. 1”), which will include changes in response to the Staff’s comments.

The numbered paragraphs and headings below correspond
to those set forth in the Comment Letter. Each of the Staff’s comments is set forth in bold, followed by the Company’s response
to each comment. Capitalized terms used in this letter but not defined herein have the meaning given to such terms in Amendment No. 1.
All references to page numbers in these responses are to pages of Amendment No. 1.

Registration Statement on Form S-1 filed April 16, 2024

Cover Page

    1.
    For each of the securities being registered for resale, disclose the price that the Selling Securityholders paid for such securities.

Response: The Company has revised its disclosure on
the cover page by adding the effective purchase price for the Advisor Shares. There is no purchase price for the Settlement Shares, as
such shares were issued pursuant to an employment-related settlement agreement.

    2.
    Disclose the exercise price(s) of the warrants compared to the market price of the underlying security. We note that the warrants are out the money. Please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on your ability to fund your operations on a prospective basis with your current cash on hand.

Response: The Company has revised its disclosure on
the cover page and pages 7, 27, 32, 40 and 50 to address the Staff’s comment.

    3.
    We note the significant number of redemptions of your Class A Common Stock in connection with your business combination and that the shares being registered for resale on this Form S-1 and your Form S-1 filed on April 2, 2024, relating to your committed equity facility with B. Riley Principal Capital II, LLC, will exceed your public float. We also note that certain of the shares being registered for resale were purchased by the Selling Securityholders for prices considerably below the current market price of the Class A Common Stock. Please highlight the significant negative impact sales of shares on this registration statement, and separately, combined with the sales of shares in your Form S-1 filed on April 2, 2024, could have on the public trading price of the Class A Common Stock. Highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of the Class A Common Stock.

Response: The Company has revised its disclosure on
the cover page and pages 2 and 27 to address the Staff’s comment.

    4.
    Please ensure that the disclosure on the cover page about the number of shares registered for resale is consistent with the disclosure about the number of shares disclosed in the Selling Securityholders table beginning on page 90. For example, the disclosure in the twelfth bullet point on the cover page about up to an additional 1,052,030 make-up shares does not appear to be consistent with the disclosure beginning on page 90.

Response: The Company has revised its disclosure on
pages 94 through 99 to address the Staff’s comment. Additionally, with respect to the Make-Whole Shares, there is one additional
share being registered due to fractional shares.

Summary of the Prospectus, page 1

    5.
    In light of the significant number of redemptions, expand your discussion of capital resources to address any changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, outside of the Form S-1 filed on April 2, 2024, which we note you already discuss in your document, discuss the effect of this offering on the company’s ability to raise additional capital.

Response: The Company respectfully acknowledges the
Staff’s comment and notes that this issue has been addressed, as the Company has updated the Management’s Discussion and Analysis
section to reflect the Company’s liquidity position as of its second fiscal quarter. The Company has revised its disclosure on page
3 to include a discussion with respect to the effect that this offering has on the Company’s ability to raise additional capital.

    6.
    Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight the fact that the selling securityholders will be able to sell their shares for so long as the registration statement of which this prospectus forms a part is available for use.

Response: The Company has revised its disclosure on
page 2 to address the Staff’s comment.

    2

Risk Factors, page 8

    7.
    Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading price of the Class A Common Stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. Also disclose that even though the current trading price is significantly below the SPAC IPO price, the private investors have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

Response: The Company has revised its disclosure on
pages 5, 21 and 22 to address the Staff’s comment.

Security Ownership of Certain Beneficial Owners and Management,
page 88

    8.
    Please ensure that the disclosure about the amount of beneficial ownership in the table on page 88 is consistent with the disclosure in the table beginning on page 90.

Response: The Company has revised its disclosure on
pages 92 and 93 to address the Staff’s comment.

General

    9.
    Revise your prospectus to disclose the price that each selling securityholder paid for the shares being registered for resale. Highlight any differences in the current trading price, the prices that the selling securityholders acquired their shares, and the price that the public securityholders acquired their shares. Disclose that while the selling securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

Response: The Company has revised its disclosure on
the cover page and pages 21, 22 and 94 to address the Staff’s comment.

    10.
    Please tell us why you are registering for resale at this time the 3,500,000 earnout shares mentioned in the second bullet point on the cover page. In this regard, we note the disclosure on page F-35 that the earnout shares have a seven-year earnout period commencing on the date that is the one year anniversary of the closing.

Response: The Company respectfully acknowledges the
Staff’s comment and will no longer be registering the Earnout Shares pursuant to this registration statement. Accordingly, the Company
has revised its disclosure on the cover page and has disclosed on page 8 that the Earnout Shares are not being registered.

*       *       *

    3

If you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact Laurie L. Green, Esq. at (954) 765-0500.

    Very truly yours,

    Greenberg Traurig, P.A.

    By:
    /s/ Laurie L. Green

    Laurie L. Green, Esq.

    cc:
    Keyvan Samini, President and Chief Financial Officer

    4

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Mobix Labs, Inc.

15420 Laguna Canyon Rd., Suite 100

Irvine, California 92618

May 10, 2024

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

    Attention:
    Mr. Thomas Jones and Ms. Erin Purnell

    Re:
    Mobix Labs, Inc.

    Registration Statement on Form S-1

    File No. 333-278451

Dear Mr. Jones and Ms. Purnell:

Mobix Labs, Inc. (the “Company”)
hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it may become effective at 4:00
p.m. Eastern Time on May 13, 2024, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time.

Once the Registration Statement
has been declared effective, please contact our counsel, Laurie L. Green of Greenberg Traurig, P.A., at (954) 765-0500 to orally confirm
that event or if you have any questions or require additional information regarding this matter.

[Signature Page Follows]

    Very truly yours,

    Mobix Labs, Inc.

    By:

    /s/ Keyvan Samini

    Name:
    Keyvan Samini

    Title:
    President and Chief Financial Officer

    cc:
    Laurie L. Green, Esq.

    Greenberg Traurig, P.A.

[Signature Page to Acceleration Request Letter]

CORRESP
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May 1, 2024

VIA EDGAR

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549-3561

    Attention:
    Thomas Jones

    Erin Purnell

    Re:
    Mobix Labs, Inc.

    Registration Statement on Form S-1

    Filed April 2, 2024

    File No. 333-278451

Ladies and Gentlemen:

This letter is submitted on behalf of our client,
Mobix Labs, Inc., a Delaware corporation (the “Company”) in response to the comments from the staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in a letter to the Company dated April 23, 2024 (the “Comment Letter”) with respect to the above referenced registration
statement on Form S-1 filed with the Commission on April 2, 2024 (the “Registration Statement”). In connection with
this letter responding to the Staff’s comments, the Company is filing Amendment No. 1 to the Registration Statement (the “Amendment
No. 1”), which will include changes in response to the Staff’s comments.

The numbered paragraphs and headings below correspond
to those set forth in the Comment Letter. Each of the Staff’s comments is set forth in bold, followed by the Company’s response
to each comment. Capitalized terms used in this letter but not defined herein have the meaning given to such terms in Amendment No. 1.
All references to page numbers in these responses are to pages of Amendment No. 1.

Registration Statement on Form S-1 filed April 2, 2024

 General

 1. Please revise to update your disclosures throughout the filing, as applicable, consistent with the revised disclosure that you
provide in response to our comment letter issued on April 23, 2024, with respect to your Form S-1 filed April 16, 2024.

Response: The Company has revised its disclosures
on pages 6, 7, 8, 15, 16, 33, 57, 63 and 66 to address the Staff’s comment..

 2. Please disclose how you determined the total amount and material terms of the Common Stock Purchase Agreement with B. Riley Principal
Capital II, LLC, including a discussion of any material discussions or negotiations.

Response: The Company has revised its disclosure on
page 39 to address the Staff’s comment.

Cover Page

 3. We note the significant number of redemptions of your Class A Common Stock in connection with your business combination, the number
of shares of being registered for resale here and in your registration statement on Form S-1 filed April 16, 2024, will constitute a number
of shares that is larger than your current public float. Please highlight the significant negative impact that the collective sales of
shares could have on the public trading price of the shares of Class A Common Stock. Please highlight the potential significant negative
impact sales of shares on this registration statement, and separately, combined with the sales of shares in your Form S-1 filed April
16, 2024, could have on the public trading price of the Class A Common Stock.

Response: The Company has revised its disclosure on
the cover page to address the Staff’s comment.

Summary of the Prospectus, page 1

 4. Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion
of shares for resale and discuss how such sales could impact the market price of your Class A Common Stock. Your discussion should highlight
the fact that over time B. Riley Principal Capital II, LLC may purchase approximately 40% of your current outstanding shares, while consistently
selling its shares, as needed, to maintain 4.99% ownership. Please describe the impact that such continuous sales may have on the market
price of your Class A Common Stock and please disclose that B. Riley Principal Capital II, LLC will generally be able to sell all of their
shares for so long as the registration statement of which this prospectus forms a part is available for use, or earlier termination by
the parties. Please also revise to highlight the fact that in your Form S-1 filed April 16, 2024, your shareholders will generally be
able to sell all of their shares (as indicated in the Selling Securityholders table) at the same time that this registration statement
is available for use. Please describe the impact that such continuous sales may have on the market price of your Class A Common Stock.
Please include risk factor disclosure that discusses the same.

Response: The Company has revised its disclosure on
the pages 6, 33 and 48 to address the Staff’s comment.

*       *       *

    2

If you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact Laurie L. Green, Esq. at (954) 765-0500.

    Very truly yours,

    Greenberg Traurig, P.A.

    By:
    /s/ Laurie L. Green

    Laurie L. Green, Esq.

    cc:
    Keyvan Samini, President and Chief Financial Officer

    3

United States securities and exchange commission logo
April 23, 2024
Keyvan Samini
President and Chief Financial Officer
Mobix Labs, Inc.
15420 Laguna Canyon Rd., Suite 100
Irvine, California 92618
Re:Mobix Labs, Inc.
Registration Statement on Form S-1
Filed April 2, 2024
File No. 333-278451
Dear Keyvan Samini:
            We have conducted a limited review of your registration statement and have the
following comments.
            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.
Registration Statement on Form S-1 filed April 2, 2024
General
1.Please revise to update your disclosures throughout the filing, as applicable, consistent
with the revised disclosure that you provide in response to our comment letter issued on
April 23, 2024, with respect to your Form S-1 filed April 16, 2024.
2.Please disclose how you determined the total amount and material terms of the Common
Stock Purchase Agreement with B. Riley Principal Capital II, LLC, including a discussion
of any material discussions or negotiations.
Cover Page
3.We note the significant number of redemptions of your Class A Common Stock in
connection with your business combination, the number of shares of being registered for
resale here and in your registration statement on Form S-1 filed April 16, 2024, will

 FirstName LastNameKeyvan Samini
 Comapany NameMobix Labs, Inc.
 April 23, 2024 Page 2
 FirstName LastName
Keyvan Samini
Mobix Labs, Inc.
April 23, 2024
Page 2
constitute a number of shares that is larger than your current public float. Please highlight
the significant negative impact that the collective sales of shares could have on the public
trading price of the shares of Class A Common Stock. Please highlight the potential
significant negative impact sales of shares on this registration statement, and separately,
combined with the sales of shares in your Form S-1 filed April 16, 2024, could have on
the public trading price of the Class A Common Stock.
Summary of the Prospectus, page 1
4.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of your Class A Common Stock. Your discussion should highlight
the fact that over time B. Riley Principal Capital II, LLC may purchase approximately
40% of your current outstanding shares, while consistently selling its shares, as needed, to
maintain 4.99% ownership. Please describe the impact that such continuous sales may
have on the market price of your Class A Common Stock and please disclose that B. Riley
Principal Capital II, LLC will generally be able to sell all of their shares for so long as the
registration statement of which this prospectus forms a part is available for use, or earlier
termination by the parties. Please also revise to highlight the fact that in your Form S-1
filed April 16, 2024, your shareholders will generally be able to sell all of their shares (as
indicated in the Selling Securityholders table) at the same time that this registration
statement is available for use. Please describe the impact that such continuous sales may
have on the market price of your Class A Common Stock. Please include risk factor
disclosure that discusses the same.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Thomas Jones at 202-551-3602 or Erin Purnell at 202-551-3454 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Raymond Lee, Esq.

CORRESP
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 November 13, 2023

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

    Attention:
    Beverly Singleton

Jean Yu

Jenny O’Shanick

Asia Timmons-Pierce

    Re:
    Chavant Capital Acquisition Corp.

Amendment No. 2 to

Registration Statement on Form S-4

Filed on November 3, 2023

File No. 333-271197

Ladies and Gentlemen:

On behalf of our client, Chavant Capital Acquisition
Corp., a Cayman Islands company (the “Company”), set forth below are the Company’s responses to the comments
of the staff of the Securities and Exchange Commission (the “Staff”) communicated to the Company in the Staff’s
letter, dated November 9, 2023. In connection with such responses, the Company will submit, electronically via EDGAR, Amendment No. 3
(“Amendment No. 3”) to the Registration Statement on Form S-4 of the Company (File No. 333-271197) (the
 “Registration Statement”). The Registration Statement, as amended by the first amendment to the Registration Statement,
filed on August 11, 2023 (“Amendment No. 1”), the second amendment to the Registration Statement, filed on
November 3, 2023 (“Amendment No. 2”), and Amendment No. 3, is referred to as the “Amended Registration
Statement.”

For ease of reference, each of the Staff’s
comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references
to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this
letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement.

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.

Response: The Company has revised footnote (6b) on
page 23 to conform the implied total equity value amounts to the amounts in the corresponding line item in the table on page 22.
The Company has also revised footnote (19) on page 25 to conform the total additional dilution share numbers to the numbers in
the corresponding line item in the table on page 23.

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.

Response: The Company has revised the disclosure on
page 105 of the Amended Registration Statement to state that, in light of redemptions in connection with the Company’s Third
Extension and removal of the Redemption Limitation from its Amended and Restated Memorandum and Articles of Association, it may be more
difficult to regain compliance with the Rules and the other Nasdaq listing rules.

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.

Response: The Company has revised the bullet point
for Assuming Maximum Redemption, including related footnotes, at the bottom of page 120 to include the language that was inadvertently
omitted from Amendment No. 2 and to fix the numbering of footnotes.

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.

Response: The Company respectfully advises the Staff
that the transactions contemplated by the two non-binding term sheets are not probable, as Mobix Labs has advised the Company that it
is in the early stages of conducting initial diligence on both companies and has not negotiated any terms for consideration of the acquisition
of either company. The Company has revised the introductory section to the Unaudited Pro Forma Financial Statements on page 118
to provide disclosure that the pro forma financial statements do not take into account the two non-binding term sheets.

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.

Response: The Company has revised the disclosure on
the cover page of the Amended Registration Statement to state that the Company is registering 27,005,275 shares of Class A Common
Stock. In addition, Exhibit 5.1 has been revised to state that it relates to the registration of 27,005,275 shares of Class A
Common Stock, and it has been further revised to include an opinion, subject to the qualifications, assumptions and limitations stated
herein, on the validity of the applicable shares of Class A Common Stock underlying the Public Warrants.

*      *      *

If you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact John C. Ericson, Esq. at (212) 455-3520.

    Very truly yours,

    Simpson Thacher & Bartlett LLP

    By:
    /s/ John C. Ericson

    John C. Ericson, Esq.

    cc:
    Jiong Ma, Chief Executive Officer

CORRESP
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Chavant Capital Acquisition Corp.

445 Park Avenue, 9th Floor

New York, NY 10022

November 13, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention: Beverly Singleton, Jean Yu, Jenny O’Shanick, Asia
Timmons-Pierce

    Re:
    Acceleration Request for Chavant Capital Acquisition Corp.

    Registration Statement on Form S-4

    File No. 333-271197

To Whom It May Concern:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Chavant Capital Acquisition Corp. (the “Company”) hereby requests that
the effective date of the Company’s Registration Statement on Form S-4, File Number 333-271197 (the “Registration
Statement”) be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on November 13, 2023, or as soon
as practicable thereafter.

Please contact John C. Ericson
of Simpson Thacher & Bartlett LLP via telephone on (212) 455-3520 or via e-mail (jericson@stblaw.com), as soon as the Registration
Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Thank you for your assistance
with this matter.

[Signature page follows]

Securities and Exchange Commission

November 13, 2023

    Sincerely,

    Chavant Capital Acquisition Corp.

    /s/ Jiong Ma

    Jiong Ma

    Chief Executive Officer and President

    cc:

    Beverly Singleton

    Jean Yu

    Jenny O’Shanick

    Asia Timmons-Pierce

    Securities and Exchange Commission

    John C. Ericson

    Simpson Thacher & Bartlett LLP

CORRESP
1
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November 13, 2023

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

    Attention:
    Beverly Singleton

Jean Yu

Jenny O’Shanick

Asia Timmons-Pierce

    Re:
    Chavant Capital Acquisition Corp.

Amendment No. 2 to

Registration Statement on Form S-4

Filed on November 3, 2023

File No. 333-271197

Ladies and Gentlemen:

On behalf of our client, Chavant Capital Acquisition
Corp., a Cayman Islands company (the “Company”), set forth below is the Company’s supplemental response to the
fourth comment (“Comment No. 4”) of the staff of the Securities and Exchange Commission (the “Staff”)
communicated to the Company in the Staff’s letter, dated November 9, 2023, in connection with Amendment No. 2 (“Amendment
No. 2”), filed on November 3, 2023, to the Registration Statement on Form S-4 of the Company (File No. 333-271197)
(the “Registration Statement” and, as amended by the first amendment to the Registration Statement, filed on August 11,
2023, Amendment No. 2 and Amendment No. 3 to the Registration Statement, filed on November 13, 2023, the “Amended
Registration Statement.”)

For ease of reference, Comment No. 4 is reproduced
below in bold and is followed by the Company’s supplemental response. Capitalized terms used in this letter but not otherwise defined
herein have the respective meanings ascribed to them in the Amended Registration Statement.

Amendment No. 2 to Registration Statement on Form S-4

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.

Response:
We refer to the response in the letter we submitted earlier today and would like to provide additional information that may assist the
Staff in evaluating our response to its comment. In August 2023, Mobix Labs entered into brief non-binding term sheets with entities
in strategically aligned industries. Each term sheet was entered into primarily for the purpose of granting Mobix Labs a period of exclusivity
to evaluate a potential transaction with the applicable counterparty.

The first term sheet was executed in
early August 2023 and is expressly stated to be non-binding and for purposes of discussion only, except for the exclusivity and related
provisions, which expire on December 4, 2023, subject to an automatic 15-day extension under certain circumstances. The second term
sheet was executed in mid-August 2023 (the “Second Term Sheet”) and includes a provision stating that it expires and
is of no further effect on August 31, 2023. The Second Term Sheet is similarly expressly stated to be non-binding and for purposes
of discussion only, except for the exclusivity and related provisions, which expire in mid-November 2023, subject to an automatic
15-day extension under certain circumstances.

In the Company’s response to such
comment, the Company advised the Staff that “the transactions contemplated by the two non-binding term sheets are not probable,
as Mobix Labs has advised the Company that it is in the early stages of conducting initial diligence on both companies and has not negotiated
any terms for consideration of the acquisition of either company.” The Company’s determination that neither such transaction
is probable is based on the following factors, among others: first, the management of Mobix Labs does not consider either transaction
to be probable; second, neither of the term sheets are binding on Mobix Labs or the counterparty (other than with respect to the target’s
exclusivity commitment to Mobix Labs and related provisions); third, neither of the term sheets have been specifically authorized by the
board of the Company or Mobix Labs; fourth, neither of the term sheets impose any financial or other penalty on Mobix Labs or the Company
for deciding not to proceed with the transactions which are contemplated by such term sheets; fifth, both term sheets leave open many
material terms of the contemplated transactions, including the transaction structure, the form of consideration, whether or not a portion
of the consideration will be contingent (i.e., there will be an earnout) and the relative valuations of the participating companies (other
than, in one case, providing a wide range for discussion purposes); and sixth, notwithstanding the fact that several months have passed
since the entry into such term sheets, Mobix Labs has not made progress toward resolving these open issues, has not shared or received
initial drafts of any binding agreements with respect to such transaction and has not received sufficient additional information from
the counterparties to these transactions that would inform a further refined view on these topics.

Management of Mobix Labs and of the
Company have concluded that neither transaction is probable, and neither board of directors has formally considered or approved any transaction.
Neither Mobix Labs nor the Company has made any public announcement of any such transaction.

As a result of such transactions not
being probable, combined with the fact that Mobix Labs has not received sufficient information from the respective targets which would
be required in order to undertake such an analysis, the Company has not undertaken to perform calculations of significance of either transaction
under Regulation S-X.

In light of the foregoing facts and
circumstances, both the Company and Mobix Labs believes that neither transaction is probable, and the Company has included disclosure
to this effect on p. 118 of the Amended Registration Statement in the introductory section of the Unaudited Pro Forma Financial Statements.

*      *      *

If you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact John C. Ericson, Esq. at (212) 455-3520.

    Very truly yours,

    Simpson Thacher & Bartlett LLP

    By:
    /s/ John C. Ericson

    John C. Ericson, Esq.

    cc:
    Jiong Ma, Chief Executive Officer

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.

 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

CORRESP
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November 2, 2023

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

    Attention:
    Beverly Singleton

Jean Yu

Jenny O’Shanick

Asia Timmons-Pierce

    Re:
    Chavant Capital Acquisition Corp.

Amendment No. 1 to

Registration Statement on Form S-4

Filed on August 11, 2023

File No. 333-271197

Ladies and Gentlemen:

On behalf of our client, Chavant Capital Acquisition
Corp., a Cayman Islands company (the “Company”), set forth below are the Company’s responses to the comments
of the staff of the Securities and Exchange Commission (the “Staff”) communicated to the Company in the Staff’s
letter, dated September 7, 2023. In connection with such responses, the Company will submit, electronically via EDGAR, Amendment
No. 2 (“Amendment No. 2”) to the Registration Statement on Form S-4 of the Company (File No. 333-271197)
(the “Registration Statement”). The Registration Statement, as amended by the first amendment to the Registration Statement,
filed on August 11, 2023 (“Amendment No. 1”), and by Amendment No. 2, is referred to as the “Amended
Registration Statement.”

For ease of reference, each of the Staff’s
comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references
to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this
letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement.

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.

Response:
The Company has revised the cover page of the Amended Registration Statement to include the legend required by Item 501(b)(10) of
Regulation S-K.

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
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.

Response:
The Company has revised the tables on pages 24 and 25 and 144 of the Amended Registration Statement to conform the amounts for
the line items for Assumed Options and RSUs and the Employee Stock Purchase Plan in each table.

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.

Response:
With respect to the U.S. federal income tax consequences of the Domestication, and in response to the Staff’s comment, each of
(i) the Question and Answer on page 16 of the Amended Registration Statement, (ii) the risk factor on pages 88-89 of
the Amended Registration Statement, (iii) the section titled “Material U.S. Federal Income Tax Considerations –
U.S. Holders – Tax Effects of the Domestication on U.S. Holders -- Generally” on pages 202-203 of the Amended
Registration Statement and (iv) the section titled “Additional Information—Legal Matters”  has
been updated to provide that it is the opinion of Simpson Thacher & Bartlett LLP (based on, and subject to, the
qualifications and limitations set forth in the opinion included as Exhibit 8.1 to the Amended Registration Statement) that the
Domestication should qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code (an “F
Reorganization”). The section titled “Material U.S. Federal Income Tax Considerations – U.S. Holders
 – Tax Effects of the Domestication on U.S. Holders -- Generally” was previously updated in Amendment No. 1 in
response to the Staff’s comment No. 29. A form of opinion of Simpson Thacher & Bartlett LLP has been included as
Exhibit 8.1 to the Amended Registration Statement, providing that both (i) it is the opinion of Simpson Thacher &
Bartlett LLP (based on, and subject to, the qualifications and limitations set forth therein) that the Domestication should qualify
as an F Reorganization and (ii) the disclosure contained in the Amended Registration Statement in the section titled
 “Material U.S. Federal Income Tax Considerations” constitutes the opinion of Simpson Thacher & Bartlett
LLP insofar as it expresses conclusions as to the application of U.S. federal income tax law.

For the avoidance of doubt and for the reasons noted in our
response to the Staff’s prior comment No. 29, neither the tax disclosure in the Amended Registration Statement nor the above-referenced
opinion of Simpson Thacher & Bartlett LLP included as Exhibit 8.1 to the Amended Registration Statement discusses, or opines
on, the intended or expected U.S. federal income tax treatment of the Merger, which, as noted previously, is a transaction that is separate
and apart from the Domestication and which is not relevant in respect of the U.S. federal income tax consequences to the security holders
of Chavant with respect to the Transaction, given that such security holders are not further exchanging any of their interests of Chavant
solely in connection with the Merger.

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.

Response:
The Company has revised page  274 of the Amended Registration Statement to reference the 2020 Key Employee Equity Incentive Plan in
footnote two of the Outstanding Equity Awards at 2022 Fiscal Year-End table.

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.

Response:
The Company has revised the Amended Registration Statement on page 286 to disclose that a $0.3 million promissory note with a
related party bears interest at 18.0% per year and has reached its maturity date and is currently due, which is consistent with the
disclosure on page F-88 under the heading “Notes Payable – Related Parties”.

 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.

Response:
The Company has revised page 285 of the Amended Registration Statement to discuss the convertible note having a principal
amount of $0.3 million issued in January 2023.

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.

Response:
The Company has revised the Amended Registration Statement to include the interim financial statements and related disclosures for the
quarter ended June 30, 2023 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 of Form S-4.

Response:
The Company has revised the Amended Registration Statement to include each of the following and the related disclosures: (i) the
interim financial statements of Mobix Labs for the nine months ended June 30, 2023 and 2022, (ii) the audited financial statements
of EMI Solutions for the years ended June 30, 2023 and 2022 and (iii) updated selected historical and pro forma financial data,
unaudited pro forma condensed combined financial information and MD&A of both Chavant and Mobix Labs to reflect the most recent financial
statement period, as required by Rule 8-08 of Regulation S-X and Item 17 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.

Response:
The Company confirms that the $2.8 million marketing fee is included in the estimated transaction costs of the Company that are reflected
in Note 2, Adjustment G to the unaudited pro forma financial statements, which adjustment is described on page 142 of the Amended
Registration Statement. The Company has revised its disclosure on page 142 of the Amended Registration Statement to disclose that
the marketing fee of up to $2.8 million is included in such estimated transaction costs. It remains the Company’s view that Roth
Capital Partners, LLC (“Roth”) and Craig-Hallum Capital Group LLC (“Craig-Hallum”) have not provided
the services relating to a business combination described in such section to date and that the Company has engaged only in informal and
de minimis consultations with Roth and Craig-Hallum. The Company has recently engaged in discussions with Roth and Craig-Hallum regarding
the marketing fee and any potential services that Roth and/or Craig-Hallum may provide, but these discussions are not complete.
The Company has revised the disclosure on pages 103 and 315 of the Amended Registration Statement to indicate that Roth
and Craig-Hallum may be entitled to receive such marketing fee in an amount up to $2.8 million and that the Company has engaged in discussions
with Roth and Craig-Hallum regarding such marketing fee that are not yet complete.

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.

Response:
The Company advises that it has not received notice from Roth, Craig-Hallum or any other firm engaged with Chavant’s initial public
offering about ceasing involvement in the Company’s transaction, including the business combination.

 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.

Response:
The Company has revised page 33 and 152 of the Amended Registration Statement to disclose that, while the Initial Shareholders
have a financial interest in the completion of the Transaction, they did not receive specific consideration in exchange for their
agreement to waive their redemption rights.

*       *       *

If you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact John C. Ericson, Esq. at (212) 455-3520.

    Very truly yours,

    Simpson Thacher & Bartlett LLP

    By:
    /s/ John C. Ericson

    John C. Ericson, Esq.

    cc:
    Jiong Ma, Chief Executive Officer

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

 FirstName LastNameDr. Jiong Ma
 Comapany NameChavant Capital Acquisition Corp.
 September 7, 2023 Page 2
 FirstName LastNameDr. Jiong Ma
Chavant Capital Acquisition Corp.
September 7, 2023
Page 2
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

 FirstName LastNameDr. Jiong Ma
 Comapany NameChavant Capital Acquisition Corp.
 September 7, 2023 Page 3
 FirstName LastName
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,
Division of Corporation Finance
Office of Manufacturing
cc:       John C. Ericson

CORRESP
1
filename1.htm

August 11, 2023

Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

 Attention: Beverly Singleton

Jean Yu

Jenny O’Shanick

Asia Timmons-Pierce

 Re: Chavant Capital Acquisition Corp.

Registration
Statement on Form S-4

Filed on April 10, 2023

File No. 333-271197

Ladies and Gentlemen:

On behalf of our client, Chavant Capital Acquisition
Corp., a Cayman Islands company (the “Company”), set forth below are the Company’s responses to the comments
of the staff of the Securities and Exchange Commission (the “Staff”) communicated to the Company in the Staff’s
letter, dated May 9, 2023. In connection with such responses, the Company will submit, electronically via EDGAR, Amendment No. 1
(“Amendment No. 1”) to the Registration Statement on Form S-4 of the Company (File No. 333-271197) (the
 “Registration Statement”). The Registration Statement, as amended by Amendment No. 1, is referred to as the “Amended
Registration Statement.”

For ease of reference, each of the Staff’s
comments is reproduced below in bold and is followed by the Company’s response. In addition, unless otherwise indicated, all references
to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this
letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement.

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.

Response:
The Company has revised page 10 of the Amended Registration Statement to remove the disclosure that Mobix Labs has not independently
verified any third-party information.

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.

Response:
The Company respectfully advises the Staff that given the small amount remaining in the Trust Account of $8,521,341 as of July 31,
2023, following redemptions in connection with the Company’s extensions of the date by which it must consummate an initial business
combination, it does not believe it would be meaningful information to shareholders to present the potential impact of interim redemption
levels on the per share value of the shares owned by non-redeeming shareholders. Accordingly, the Company has shown the potential impact
of redemptions on the per share value of the shares owned by non-redeeming shareholders with respect to only the No Redemption Scenario
and the Maximum Redemption Scenario.

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.

Response:
The Company has revised pages 44 and 192 of the Amended Registration Statement to provide the requested disclosure.

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.

Response: The Company has revised pages 26, 31, 46, 169, 300 and 303 of the Amended Registration Statement to disclose the outstanding aggregate balance of the Working Capital Loans owed to the Sponsor
under the promissory notes issued to the Sponsor, including an additional promissory note issued on June 22, 2023.

 5. In your next amendment, please include the missing bracketed information.

Response: The Company has revised pages 30 and 31 of the Amended
Registration Statement to complete the previously bracketed items.

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.

Response:
The Company has revised page 36 to clarify that if a shareholder of the Company fails to instruct its bank, broker or other
nominee how to vote, and does not participate in the virtual Special Meeting, those shares will not be counted for purposes of determining
whether a quorum is present at, and the number of votes voted at, the Special Meeting, and its bank, broker or nominee will not vote those
shares.

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.

Response:
The Company has revised the cover page of the proxy statement/prospectus and page 8 of the Amended Registration Statement to
expand the definition of the Transaction as requested. The Company also has revised the disclosure in footnote two on page 55, and
pages 124, 125, 132 and 274 to disclose the number of Mobix Labs common stock assumed to be issued pursuant to subscription and warrant agreements
entered into from April 1, 2023 through July 31, 2023. Mobix Labs did not enter into any convertible note agreements from April 1,
2023 to July 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.

Response:
The Company has revised pages 60, 67, 123, 132, 168, 255 and 269 of the Amended Registration Statement to explain that Mobix Labs
currently expects to close the EMI Transaction in the fourth quarter of calendar year 2023. Although no formal amendment to the EMI Merger
Agreement has been executed prior to the date of the filing of the Amended Registration Statement, the parties to the EMI Merger Agreement are in negotiation to extend the termination date under the EMI Merger Agreement from March 31,
2023 to December 31, 2023, as disclosed on pages 67, 117, 247 and 260 of the Amended Registration
Statement.

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 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.

Response:
The Company advises the Staff that Mobix Labs has not experienced a cyberattack and, as a result, has not updated the risk factor. The
Company has revised page 80 of the Amended Registration Statement to disclose a heightened risk of potential cyberattacks 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.

Response:
The Company has revised page 94 of the Amended Registration Statement to add the requested disclosure.

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.

Response:
The Company has revised page 99 of the Amended Registration Statement to add the requested disclosure.

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.

Response:
The Company advises the Staff that it does not believe it is necessary to include a Post-March 26 Financing Securities scenario as
the No Redemption and Maximum Redemption Scenarios include the 1,995,612 additional shares that are expected to be issued for the Post-March 26
Financing Securities. The Company will update this number in future amendments to the Registration Statement to reflect the issuance of
any future Post-March 26 Financing Securities. Because the Post-March 26 Financing Securities are securities issued to shareholders of Mobix Labs, rather than to current shareholders
of the Company, the holders of the Post-March 26 Financing Securities are not entitled to elect to redeem those shares in connection with
the Transaction. Accordingly, the number of Post-March 26 Financing Securities does not change depending on the different redemption scenarios
that apply to the Company’s shares. Further, the Company advises the Staff that it does not believe that including the
additional scenarios reflecting the issuance of 2,500,000 additional shares would be meaningful information to shareholders, as the percentage
change in pro forma ownership between showing 1,995,612 shares and 2,500,000 shares is not material.

 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.

Response:
The Company advises the Staff that the issuance of these shares is now reflected in the Unaudited Condensed Financial Statements of Mobix
as of and for the six months ended March 31, 2023 that is included in the Amended Registration Statement and, consequently, is no
longer reflected as an adjustment to the Unaudited Pro Forma Condensed Combined Financial Statements. In the Unaudited Condensed Financial
Statements of Mobix as of and for the six months ended March 31, 2023, the issuance of these shares was accounted for as an $8,434,000
increase in additional paid-in capital and an $8,434,000 decrease in the loss contingency liability, based on the estimated fair value
per share at the date of issuance of $6.84, and is described in Note 12 (Commitments and Contingencies) appearing on page F-62 of the Amended
Registration Statement.

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 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.

Response:
The Company has revised page 135 of the Amended Registration Statement to add the requested disclosure.

 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.

Response:
The Company advises the Staff that as the redemption of the 96,991 shares has been reflected in the Company’s historical Unaudited
Condensed Financial Statements for the three months ended March 31, 2023 that are included in the Amended Registration Statement,
no adjustment to the Unaudited Pro Forma Condensed Combined Financial Information regarding such redemptions is necessary. The Company
has included a separate adjustment in the Unaudited Pro Forma Condensed Combined Financial Information for the 77,130 shares redeemed
in July 2023 in connection with the Company’s July 18, 2023 extraordinary general meeting.

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.

Response:
The Company has revised page 137 of the Amended Registration Statement to add the requested disclosure.

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.

Response:
The Company has revised page 169 of the Amended Registration Statement to add the requested disclosure.

 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 t

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

United States securities and exchange commission logo
June 23, 2022
Jiong Ma
Chief Executive Officer
Chavant Capital Acquisition Corp.
445 Park Avenue, 9th Floor
New York, NY 10022
Re:Chavant Capital Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed June 9, 2022
File No. 001-40621
Dear Dr. Ma:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Mark Brod

CORRESP
1
filename1.htm

    Simpson Thacher & Bartlett llp

    425 lexington
    avenue

    new york,
    ny 10017-3954

    telephone:
    +1-212-455-2000

    facsimile:
    +1-212-455-2502

June 22, 2022

VIA EDGAR

 Re: Chavant Capital Acquisition Corp.

Preliminary Proxy Statement on Schedule
14A

Filed June 9, 2022

File No. 001-40621

Benjamin Holt

James Lopez

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington D.C. 20549

Dear Mr. Holt and Mr. Lopez:

On behalf of Chavant Capital
Acquisition Corp. (the “Company”), we acknowledge receipt of the comment letter of the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated June 17,
2022 (the “Comment Letter”), relating to the Preliminary Proxy Statement on Schedule 14A (the “Preliminary
Proxy Statement”) filed by the Company with the Commission on June 9, 2022.

We are providing the following
response to the Comment Letter on behalf of the Company. The response and information described below are based upon information provided
to us by the Company.

General

 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial
ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete
your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business
combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee
on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets
with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination
and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

The Company respectfully advises
the Staff that the Company’s sponsor, Chavant Capital Partners LLC (the “Sponsor”), is not controlled by a non-U.S.
person. Dr. Jiong Ma, who is a U.S. citizen, is the sole member of Chavant Capital Partners Manager LLC, the manager of the Sponsor (the
 “Manager”). Under the organizational documents of the Sponsor, management and control of the Sponsor have been vested
exclusively in the Manager. Accordingly, Dr. Ma, as the sole member of the Manager, has voting and investment discretion with respect
to the ordinary shares of the Company held of record by the Sponsor. However, funds have been provided to the Sponsor by non-U.S. persons,
which represent a majority of the capital of the Sponsor and represented approximately one-half of the private equity capital of the Company
before giving effect to the Company’s initial public offering in July 2021. As of May 31, 2022, the Sponsor held approximately 15.8%
of the Company’s outstanding ordinary shares. The Company’s organizational documents do not grant investors in the Sponsor
special information or governance rights with respect to the Company.

However, in light of the
Sponsor’s substantial ties to non-U.S. persons, at the Staff’s request, the Company has prepared additional risk factor disclosure
that it proposes to include in the Company’s definitive Proxy Statement to discuss the risk that the Company may not be able to
complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government
entity, such as the Committee on Foreign Investment in the United States (“CFIUS”). The text of the proposed new disclosure
is set forth below:

The Committee on Foreign Investment in the United
States (“CFIUS”) or other regulatory agencies may modify, delay or prevent our Business Combination.

The Committee on Foreign Investment
in the United States (“CFIUS”) has authority to review direct or indirect foreign investments in U.S. companies. Among other
things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings
and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment
choose not to file voluntarily. In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power
to unwind or place restrictions on the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends
on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature
of any information or governance rights involved. For example, investments that result in “control” of a U.S. business by
a foreign person always are subject to CFIUS jurisdiction. CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review
Modernization Act of 2018 and implementing regulations that became effective on February 13, 2020 further includes investments that do
not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights
in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive
personal data.”

Our Sponsor has substantial ties
to non-U.S. persons, and certain of the members of our Board are non-U.S. persons. Although Dr. Jiong Ma, our chief executive officer,
is a U.S. citizen and, as the manager of the Sponsor, has voting and investment discretion with respect to the ordinary shares held of
record by the Sponsor, a majority of the funds invested in the Sponsor were provided by non-U.S. persons. Although the Sponsor held 15.8%
of the ordinary shares of the Company as of May 31, 2022 and the Company’s organizational documents do not grant investors in the
Sponsor special information or governance rights with respect to the Company, we cannot predict whether the Company may be deemed to be
a “foreign person” under the regulations relating to CFIUS or may be subject to review by any other U.S. government entity.
In addition, targets with which the Company may pursue a Business Combination could also include foreign investment or have other ties
to non-U.S. persons. As such, a Business Combination with a U.S. business or foreign business with U.S. subsidiaries that we may wish
to pursue may be subject to CFIUS review or other regulatory review, depending on the Company’s ultimate share ownership following
the Business Combination and other factors. If a particular proposed Business Combination with a U.S. business falls within CFIUS’s
jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis,
or we may determine to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the
transaction. CFIUS may decide to modify or delay our proposed Business Combination, impose conditions with respect to such Business Combination,
request the President of the United States to order us to divest all or a portion of the U.S. target business of our Business Combination
that we acquired without first obtaining CFIUS approval or prohibit the Business Combination entirely. Accordingly, the pool of potential
targets with which the proposed Business Combination can occur may be limited. The time necessary for CFIUS review of the transaction
or a decision to delay or prohibit the transaction may also prevent the Business Combination from occurring within the applicable time
period required under the Company’s Amended and Restated Memorandum and Articles of Association, even if the Extension Amendment
Proposal is approved. These risks may limit the attractiveness of, delay or prevent us from pursuing our initial Business Combination
with certain target companies that we believe would otherwise be attractive to us and our shareholders.

Moreover, the process of government
review, whether by CFIUS or otherwise, could be lengthy, and we have limited time to complete our Business Combination. If we are unable
to consummate our Business Combination within the applicable time period required under the Company’s Amended and Restated Memorandum
and Articles of Association, we will be required to wind up, redeem and liquidate. In such event, our shareholders will miss the opportunity
to benefit from an investment in a target company and the appreciation in value of such investment through a Business Combination. Additionally,
there will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event
of our winding up.

The Company welcomes any comments
from the Staff on its proposed disclosure prior to the filing of its definitive Proxy Statement.

Please do not hesitate to
contact John C. Ericson at (212) 455-3520 or Mark Brod at (212) 455-2163 if you wish to discuss our responses to the Comment Letter.

    /s/ John C. Ericson

    John C. Ericson

    cc:
    Chavant Capital Acquisition Corp

    Dr. Jiong Ma

United States securities and exchange commission logo
June 17, 2022
Jiong Ma
Chief Executive Officer, President and Director
Chavant Capital Acquisition Corp.
445 Park Avenue, 9th Floor
New York , NY 10022
Re:Chavant Capital Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed June 9, 2022
File No. 001-40621
Dear Dr. Ma:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed June 9, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination.  For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited.  Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited.  Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate.  Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity

 FirstName LastNameJiong Ma
 Comapany NameChavant Capital Acquisition Corp.
 June 17, 2022 Page 2
 FirstName LastName
Jiong Ma
Chavant Capital Acquisition Corp.
June 17, 2022
Page 2
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Benjamin Holt at 202-551-6614 or James Lopez at 202-551-3536 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Mark Brod