Chavant Capital Partners LLC - Dec 21, 2023 Form 4 Insider Report for Chavant Capital Acquisition Corp. (MOBX)

Role
10%+ Owner
Signature
By: Chavant Manager LLC, Manager, By: /s/ Jiong Ma, Name: Jiong Ma, Title: Sole Member
Stock symbol
MOBX
Transactions as of
Dec 21, 2023
Transactions value $
$1,997,370
Form type
4
Date filed
12/26/2023, 06:01 PM
Previous filing
Feb 28, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MOBX Class A Common Stock Other $0 -659K -41.66% $0.00 922K Dec 21, 2023 Direct F1, F2
transaction MOBX Class A Common Stock Purchase $2M +200K +21.66% $10.00 1.12M Dec 21, 2023 Direct F1, F3
transaction MOBX Class A Common Stock Other +272K +24.26% 1.39M Dec 21, 2023 Direct F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MOBX Private Placement Warrants Other $0 -2.39M -100% $0.00* 0 Dec 21, 2023 Class A Common Stock 2.39M $11.50 Direct F1, F4
transaction MOBX Make-Whole Shares (right to acquire) Other +200K 200K Dec 21, 2023 Class A Common Stock 200K $10.00 Direct F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Chavant Capital Partners LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Issuer's de-registration as a Cayman Islands exempted company and domestication as a Delaware corporation (the "Domestication") in connection with the closing (the "Closing") of the Issuer's initial business combination (the "Business Combination"; the Issuer prior to the Domestication, "Chavant") with Mobix Labs, Inc. (the "Target") on December 21, 2023, each ordinary share of Chavant ("Ordinary Share") and each private placement warrant, exercisable to purchase one Ordinary Share for $11.50 per share, subject to certain adjustments, of Chavant ("Chavant Private Placement Warrants") was automatically converted into one share of Class A Common Stock of the Issuer ("Class A Common Stock") and one private placement warrant, exercisable to purchase one share of Class A Common Stock for $11.50 per share, subject to certain adjustments, of the Issuer ("Private Placement Warrants"), respectively. In connection with the Closing, Chavant was renamed "Mobix Labs, Inc."
F2 Represents a forfeiture of 658,631 Ordinary Shares held by the Sponsor in connection with the Closing (the "Share Forfeiture").
F3 Pursuant to a Subscription Agreement, the Reporting Person purchased 199,737 shares of Class A Common Stock in connection with the closing of the Business Combination for aggregate consideration of $1,997,370, consisting of the forgiveness of certain indebtedness and certain expense reimbursement obligations owed by the Issuer to the Sponsor and its members (the "PIPE Investment" and such shares, the "PIPE Shares"). In connection with the entry into the Subscription Agreement, the Target issued the Reporting Person a warrant 272,454 warrants to purchase 272,454 shares of common stock of the Target. Such warrant was net exercised for 272,182 shares of common stock of the Target in connection with the closing of the Subscription Agreement, which occurred substantially concurrently with the Closing. Such 272,454 shares of common stock of the Target were automatically converted into 272,182 shares of Class A Common Stock upon the Closing.
F4 Represents a pro rata distribution of 2,394,332 Private Placement Warrants to members of the Reporting Person in respect of their indirect interests in such Private Placement Warrants. Such Private Placement Warrants had been held by the Reporting Person as Chavant Private Placement Warrants since the initial public offering of the Issuer. Private Placement Warrants may be exercised 30 days after the Closing and expire five years after Closing or earlier upon liquidation. Balance of securities following the distribution described above reflects the forfeiture of 400,000 Private Placement Warrants in connection with the Closing of the Business Combination.
F5 Pursuant to the Subscription Agreement for the PIPE Investment, the Issuer has agreed to issue additional shares of Class A Common Stock if the volume weighted average price per share of Class A Common Stock during the 30-day period (the "Adjustment Period") commencing on the date that is 30 days after the date on which a resale Registration Statement relating to the PIPE Investment is declared effective (the "Adjustment Period VWAP") is less than $10.00 per share. In such case, the Sponsor will be entitled to receive a number of shares of Class A Common Stock equal to the product of (x) the number of PIPE Shares held by the Sponsor through the end of the Adjustment Period multiplied by (y) a fraction, (A) the numerator of which is $10.00 minus the Adjustment Period VWAP and (B) the denominator of which is the Adjustment Period VWAP (the "Make-Whole Shares"). In the event that the Adjustment Period VWAP is less than $7.00, the Adjustment Period VWAP will be deemed to be $7.00.