Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth above in Item 1.01
of this Current Report on Form 8-K regarding the issuance of the Promissory Note is incorporated by reference herein.
Important Information About the Proposed Transaction and Where to
Find It
This Current Report on Form 8-K,
including the exhibits filed herewith (the “Form 8-K”), relates to the Proposed Transaction between Mobix Labs and
Chavant pursuant to the Business Combination Agreement. Chavant has filed a registration statement on Form S-4 (the “Registration
Statement”) with the SEC, which includes a preliminary prospectus and proxy statement of Chavant in connection with the Proposed
Transaction, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Chavant shareholders as of
a record date to be established for voting on the transaction. Chavant also will file other documents regarding the Proposed Transaction
with the SEC.
Before making any voting decision with respect to the Proposed Transaction,
investors and security holders of Chavant are urged to read the Registration Statement, the proxy statement/prospectus, and amendments
thereto, and the definitive proxy statement/prospectus in connection with Chavant’s solicitation of proxies for its shareholders’
meeting to be held to approve the transaction, and all other relevant documents filed or that will be filed with the SEC in connection
with the Proposed Transaction as they become available, because they will contain important information about Chavant, Mobix Labs and
the Proposed Transaction.
Investors and securityholders will be able to obtain free copies of
the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by
Chavant through the website maintained by the SEC at www.sec.gov.
The documents filed by Chavant with the SEC also may be obtained free
of charge at Chavant’s website at www.chavantcapital.com or upon written request to: Chavant Capital Acquisition Corp., 445 Park
Avenue, 9th Floor New York, NY 10022.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED
OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS FORM 8-K, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS
OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL
OFFENSE.
Forward-Looking Statements
This Form 8-K contains certain “forward-looking statements”
within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact contained in this Form 8-K, including statements regarding the benefits of the Proposed Transaction and
the anticipated timing of the completion of the Proposed Transaction, the products offered by Mobix Labs and the markets in which it operates,
the expected total addressable markets for the products offered by Mobix Labs, the advantages of Mobix Labs’ technology, Mobix Labs’
competitive landscape and positioning, and Mobix Labs’ growth plans, strategies and projected future results, are forward-looking
statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,”
“should,” “expect,” “intend,” “will,” “estimate,” “anticipate,”
“believe,” “predict,” “plan,” “targets,” “projects,” “could,”
“would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions.
All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially
from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts
and assumptions that, while considered reasonable by Chavant and its management, and Mobix Labs and its management, as the case may be,
are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but
are not limited to:
· |
the risk that the Proposed Transaction may not be completed in a timely manner or at all, which may adversely affect the price of Chavant’s securities; |
· |
the risk that the Proposed
Transaction may not be completed by Chavant’s deadline for the Proposed Transaction and the potential failure to obtain an extension
of the deadline for the Proposed Transaction if sought by Chavant; |
· |
the failure to satisfy the
conditions to the consummation of the Proposed Transaction, including the adoption of the Business Combination Agreement by the shareholders
of Chavant and the satisfaction of the minimum cash amount following redemptions by Chavant’s public shareholders; |
· |
the lack of a third party valuation
in determining whether or not to pursue the Proposed Transaction; |
· |
the occurrence of any event,
change or other circumstance that could give rise to the termination of the Business Combination Agreement; |
· |
the effect of the announcement
or pendency of the Proposed Transaction on Mobix Labs’ business relationships, performance, and business generally; |
· |
risks that the Proposed Transaction
disrupts current plans of Mobix Labs and potential difficulties in Mobix Labs’ employee retention as a result of the Proposed Transaction; |
· |
the outcome of any legal proceedings that may be instituted against Mobix Labs or against Chavant related to the Business Combination Agreement or the Proposed Transaction; |
· |
failure to realize the anticipated benefits of the Proposed Transaction; |
· |
the inability to meet and maintain
the listing of Chavant’s securities (or the securities of the post-combination company) on Nasdaq; |
· |
the risk that the price of Chavant’s securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which Mobix Labs plans to operate, variations in performance across competitors, changes in laws, regulations, technologies including transition to 5G, global supply chain, U.S./China trade or national security tensions, and macro-economic and social environments affecting Mobix Labs’ business and changes in the combined capital structure; |
· |
the inability to implement
business plans, forecasts, and other expectations after the completion of the Proposed Transaction, and identify and realize additional
opportunities; |
· |
the risk that Mobix Labs is
unable to successfully commercialize its semiconductor products and solutions, or experience significant delays in doing so; |
· |
the risk that Mobix Labs may never achieve or sustain profitability; |
· |
the risk that Mobix Labs will
need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; |
· |
the risk that the post-combination
company experiences difficulties in managing its growth and expanding operations; |
· |
the risks relating to long
sales cycles, concentration of customers, consolidation and vertical integration of customers, and dependence on manufacturers and channel
partners; |
· |
the risk that Mobix Labs may
not be able to consummate planned strategic acquisitions, or fully realize anticipated benefits from past or future acquisitions or investments; |
· |
the risk that Mobix Labs’
patent applications may not be approved or may take longer than expected, and Mobix Labs may incur substantial costs in enforcing and
protecting its intellectual property; |
· |
inability to complete the PIPE investment in connection with the Proposed Transaction; and |
· |
other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Chavant’s Annual Report on Form 10-K for the year ended December, 31, 2022, which was filed with the SEC on March 31, 2023 (the “2022 Form 10-K”), as such factors may be updated from time to time in Chavant’s filings with the SEC, the Registration Statement and the proxy statement/prospectus contained therein. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. |
Nothing in this Form 8-K should be regarded as a representation by
any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking
statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are
made. Neither Chavant nor Mobix Labs gives any assurance that either Chavant, Mobix Labs or the combined company will achieve its expected
results. Neither Chavant nor Mobix Labs undertakes any duty to update these forward-looking statements, except as otherwise required by
law.
Participants in the Solicitation
Mobix Labs and Chavant and their respective directors and officers
and other members of management may, under SEC rules, be deemed to be participants in the solicitation of proxies from Chavant’s
stockholders with the Proposed Transaction and the other matters set forth in the Registration Statement. Information about Chavant’s
directors and executive officers is set forth in Chavant’s filings with the SEC, including Chavant’s 2022 Form 10-K and the
Registration Statement. Additional information regarding the direct and indirect interests, by security holdings or otherwise, of those
persons and other persons who may be deemed participants in the Proposed Transaction may be obtained by reading the proxy statement/prospectus
regarding the Proposed Transaction when it becomes available. You may obtain free copies of these documents as described above under “Important
Information About the Proposed Transaction and Where to Find It.”
No Offer or Solicitation
This Form 8-K is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the Proposed Transaction or the Extension and is not intended
to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.