Mobix Labs (MOBX) S-4/ARegistration of securities issued in business combination transactions (amended)

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED NOVEMBER 13, 2023

PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING OF

CHAVANT CAPITAL ACQUISITION CORP.

PROSPECTUS FOR

27,005,275 SHARES OF CLASS A COMMON STOCK (INCLUDING SHARES OF

CLASS A COMMON STOCK UNDERLYING WARRANTS) AND

6,000,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK OF

CHAVANT CAPITAL ACQUISITION CORP. (AFTER ITS DOMESTICATION AS A CORPORATION

INCORPORATED IN THE STATE OF DELAWARE AND RENAMING

AS MOBIX LABS, INC. IN CONNECTION WITH THE DOMESTICATION)

Dear Shareholders of Chavant Capital Acquisition Corp.:

On November 15, 2022, Chavant Capital Acquisition Corp., a publicly traded special purpose acquisition company incorporated under the laws of the Cayman Islands (“Chavant”), CLAY Merger Sub II, Inc., a Delaware corporation and newly formed, wholly-owned direct subsidiary of Chavant (“Merger Sub”), and Mobix Labs, Inc., a Delaware corporation (“Mobix Labs”), entered into a business combination agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”). If the Business Combination Agreement and the transactions contemplated thereby are adopted and approved by Chavant’s shareholders, the Transaction (as defined below) between Chavant and Mobix Labs will occur in two steps. On the business day immediately prior to consummation of the Transaction (the “Closing”), Chavant will de-register as an exempted company incorporated in Cayman Islands and transfer by way of continuation to the State of Delaware, where it will then immediately domesticate as a Delaware corporation incorporated under the laws of the State of Delaware (the “Domestication”). Subsequently, at the Closing, Merger Sub will be merged with and into Mobix Labs, with Mobix Labs surviving the merger as a wholly-owned direct subsidiary of Chavant (the “Merger” and, collectively with the Domestication and other transactions described in the Business Combination Agreement, including the PIPE Private Placement, the Sponsor Letter Agreement and the Written Consents, the “Transaction”). Upon the Closing, Chavant will be renamed Mobix Labs, Inc. (“New Mobix Labs”), and Mobix Labs will be renamed Mobix Labs Operations, Inc.

In connection with the Domestication, Chavant will issue (i) one share of Class A Common Stock, par value $0.00001 per share (“Class A Common Stock”), in exchange for and on conversion of each ordinary share of Chavant (“Ordinary Share”) outstanding immediately prior to the Domestication and (ii) one warrant exercisable for one share of Class A Common Stock in exchange for and on conversion of each warrant for one Ordinary Share outstanding immediately prior to the Domestication.

The Certificate of Incorporation for Chavant following the Domestication will authorize two classes of common stock, the Class A Common Stock and the Class B common stock, par value $0.00001 per share (“Class B Common Stock” and, collectively with the Class A Common Stock, “Common Stock”). Holders of Class A Common Stock are entitled to one vote per share, while holders of Class B Common Stock are entitled to ten votes per share, and all such holders will vote together as a single class except as otherwise required by applicable law. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder, upon transfer or in certain specified circumstances and will automatically convert on the seventh anniversary of the Closing.

In connection with the Closing, based on the per share exchange ratio defined in the Business Combination Agreement, (1) each outstanding share of common stock of Mobix Labs will be converted into the right to receive shares of Class A Common Stock; (2) each share of preferred stock of Mobix Labs, which includes Series A Preferred Stock and Founders Preferred Stock issued and outstanding immediately prior to the Closing, will be converted into the right to receive shares of Class B Common Stock; (3) each outstanding stock option of Mobix Labs that is an in-the-money vested option will be converted into the right to receive shares of Class A Common Stock on a net settlement basis; (4) each stock option of Mobix Labs that is not an in-the-money vested option (“Other Mobix Labs Options”) will be assumed by Chavant and converted into an option to purchase shares of Class A Common Stock (collectively, the “Assumed Options”); (5) each outstanding unvested restricted stock unit (“RSU”) of Mobix Labs will be assumed by Chavant and converted into an RSU covering shares of Class A Common Stock (collectively, the “Assumed RSUs”); and (6) each outstanding warrant and convertible instrument of Mobix Labs, including Simple Agreement for Further Equity Notes (“SAFEs”) and promissory notes that are convertible into Mobix Labs common stock or preferred stock, will be converted into the right to receive shares of Class A Common Stock.

​

​

Table of Contents

The aggregate transaction consideration to be paid at the Closing will be (i) an aggregate number of shares of Class A Common Stock or Class B Common Stock equal to $235 million, divided by $10.00, plus (ii) additional shares of Class A Common Stock that may be issued in exchange for equity securities issued by Mobix Labs in private placements for cash after March 26, 2023 to finance the ongoing business operations of Mobix Labs or to pay transaction expenses, which as of October 31, 2023 would be an additional 2,765,886 shares of Class A Common Stock. The estimated maximum number of such additional shares that may be issued is 3,000,000, and this estimate is provided solely for the purpose of registering a maximum amount of shares of Class A Common Stock under the registration statement on Form S-4 of which this proxy statement/prospectus forms a part in light of the fact that the Business Combination Agreement does not cap the number of such shares that may be issuable. The aggregate transaction consideration will be allocated among the holders of outstanding shares of common stock, preferred stock, options, RSUs, warrants and convertible instruments, including SAFEs and promissory notes of Mobix Labs immediately prior to the Closing (including in the form of Assumed Options or Assumed RSUs, as applicable) pro rata based on (a) the number of shares of Mobix Labs common stock that are either held by or issuable to a Mobix Labs equityholder pursuant to the terms of the preferred stock, options, RSUs, warrants or convertible instruments held by the Mobix Labs equityholders immediately prior to the Closing, and (b) the per share exchange ratio defined in the Business Combination Agreement. In addition to the consideration to be paid at the Closing, certain holders of outstanding shares of common stock, preferred stock and options (including both the in-the-money vested options and the Other Mobix Labs Options) of Mobix Labs (the “Earnout Recipients”) will be entitled to receive an additional aggregate 3.5 million shares of Class A Common Stock issuable as earnout shares (the “Earnout Shares”) based on the achievement of trading price targets following the Closing and subject to the terms provided in the Business Combination Agreement.

Based on the number of outstanding shares of Mobix Labs common stock, preferred stock, the number of shares of Mobix Labs common stock underlying the Mobix Labs in-the-money vested options and the warrants and the aggregate amount of Mobix Labs convertible instruments, including SAFEs and promissory notes, outstanding, in each case as of October 31, 2023, assuming no Chavant shareholders exercise redemption rights with respect to their Ordinary Shares in connection with the Transaction, the total numbers of shares of Class A Common Stock and Class B Common Stock expected to be issued in connection with the Closing are approximately 20,943,622 and 2,199,098, respectively. The holders of outstanding shares of common stock, preferred stock, in-the-money vested options, warrants and convertible instruments of Mobix Labs immediately prior to the Closing are expected to hold in the aggregate approximately 78.4% of the issued and outstanding shares of Class A Common Stock and 100% of the issued and outstanding shares of Class B Common Stock, which collectively represent 88.1% of the combined voting power of the issued and outstanding shares of Common Stock, immediately upon the consummation of the Transaction, excluding the impact of the issuance of Class A Common Stock as Earnout Shares or Make-Whole Shares (as defined below), as well as additional shares of Class A Common Stock that may become outstanding in the future as a result of the exercise of Chavant’s warrants, the exercise of any warrants convertible from the promissory notes issued by Chavant evidencing the outstanding working capital loans, or any issuance pursuant to the Mobix Labs, Inc. 2023 Equity Incentive Plan or the Mobix Labs, Inc. 2023 Employee Stock Purchase Plan, the exercise of the Assumed Options or the vesting of the Assumed RSUs (collectively, the “Potential Additional Issuances”). Upon the consummation of the Transaction, we expect that the holders of Class B Common Stock, comprised mostly of Mobix Labs’ founders, directors and officers, will own approximately 45.1% of the combined voting power of the issued and outstanding shares of Common Stock of New Mobix Labs and that such holders of Class B Common Stock may exert significant influence on any actions of New Mobix Labs which require stockholder approval.

See the section entitled “The Transaction” on page 235 of this proxy statement/prospectus for further information on the consideration being paid to the equityholders of Mobix Labs in the Transaction.

Assuming no Chavant shareholders exercise redemption rights with respect to their Ordinary Shares in connection with the Transaction, the holders of Ordinary Shares issued in Chavant’s initial public offering, the Initial Shareholders (as defined herein) (which holders are Chavant’s sponsor, Chavant Capital Partners LLC (the “Sponsor”), the directors or officers of Chavant and certain designees of the Representatives (as defined herein)) and the PIPE Investor (as defined herein) are expected to hold in the aggregate approximately 2.9%, 7.5% and 11.2%, respectively, of the issued and outstanding shares of Class A Common Stock (assuming no redemptions by the Public Shareholders), which represent 1.6%, 4.1%, and 6.2%, respectively, of the combined voting power of the issued and outstanding shares of Common Stock, immediately upon the consummation of the Transaction, excluding the impact of the Potential Additional Issuances.

In connection with the execution of the Business Combination Agreement, Chavant entered into a subscription agreement (the “PIPE Subscription Agreement”) with an accredited investor (the “PIPE Investor”), pursuant to which the PIPE Investor agreed to purchase 3,000,000 shares of Class A Common Stock at a price of $10.00 per share for an aggregate amount of $30 million, substantially concurrently with the closing of the Transaction, on the terms and subject to the conditions of the PIPE Subscription Agreement. Pursuant to the PIPE Subscription Agreement, Chavant agreed to file a registration statement registering the resale of the shares of Class A Common Stock acquired by the PIPE Investor (the “PIPE Resale Registration Statement”) within 45 days of Closing.

Table of Contents

Pursuant to the PIPE Subscription Agreement, Chavant agreed to issue additional shares of Class A Common Stock to the PIPE Investor in the event that the volume weighted average price per share of the 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 the PIPE Resale Registration Statement is declared effective (the “Adjustment Period VWAP”) is less than $10.00 per share. In such case, the PIPE Investor will be entitled to receive a number of shares of Class A Common Stock equal to the product of (x) the number of shares of Class A Common Stock issued to the PIPE Investor at the closing of the subscription and held by the PIPE Investor 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.

Chavant’s Units, Ordinary Shares and Warrants are currently listed on The Nasdaq Capital Market, under the symbols “CLAYU,” “CLAY,” and “CLAYW,” respectively. Chavant intends to apply to continue the listing of the shares of Class A Common Stock and warrants of New Mobix Labs on The Nasdaq Capital Market under the symbols “MOBX” and “MOBXW”, respectively, upon the Closing. New Mobix Labs will not have units traded upon the consummation of the Transaction, at which time each unit will separate into its component Class A Common Stock and Warrant. On [ ], 2023, the trading date immediately prior to the date of this proxy statement/prospectus, the Units, Ordinary Shares and Public Warrants closed at $[            ], $[              ] and $[             ], respectively.

Chavant is holding an extraordinary general meeting in lieu of an annual general meeting in order to obtain the shareholder approval necessary to complete the Transaction. At the Chavant extraordinary general meeting, which will be held on [            ], 2023, at [            ], Eastern Time, unless postponed or adjourned to a later date, Chavant will ask its shareholders to adopt the Business Combination Agreement, thereby approving the Transaction, including the Domestication, and approve the other proposals described in this proxy statement/prospectus. The physical location of the meeting is at the offices of Simpson Thacher & Bartlett LLP located at 425 Lexington Avenue, New York, New York 10017, United States of America.

As described in this proxy statement/prospectus, certain holders of a requisite number of the outstanding shares of Mobix Labs common stock and Mobix Labs preferred stock have delivered written consents sufficient to approve and adopt the Business Combination Agreement and the Transaction. Therefore, no additional approval or vote from any holders of any class or series of stock of Mobix Labs will be necessary to approve the Transaction.

After careful consideration, the Chavant board of directors has unanimously approved the Business Combination Agreement and the Transaction, has determined that it is advisable to consummate the Transaction and has approved the other proposals described in this proxy statement/prospectus. The Chavant board of directors recommends that its shareholders vote “FOR” the proposals described in this proxy statement/prospectus.

More information about Chavant, Mobix Labs and the Transaction is contained in this proxy statement/prospectus. Chavant urges you to read this proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 59 OF THIS PROXY STATEMENT/PROSPECTUS.

If you have any questions or need assistance voting your shares, please call Chavant’s proxy solicitor, Morrow Sodali LLC, at +1 (800) 662-5200 (toll-free); banks and brokers can call collect at +1 (203) 658-9400.

On behalf of the Chavant board of directors, I thank you for your support and look forward to the successful completion of the Transaction.

​

This proxy statement/prospectus is dated [                ], 2023 and is first being mailed to the shareholders of Chavant on or about that date.

​

Table of Contents

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

​

Chavant Capital Acquisition Corp.

445 Park Avenue, 9th Floor

New York, NY 10022

(212) 745-1086

​

Table of Contents

NOTICE OF EXTRAORDINARY GENERAL MEETING

IN LIEU OF 2023 ANNUAL GENERAL MEETING

TO BE HELD ON [                      ], 2023

To the Shareholders of Chavant Capital Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of the 2023 annual general meeting (the “Special Meeting”) of Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company,” “Chavant,” “we,” “us” or “our”), will be held at [          ], Eastern Time, on [           ], 2023, or at such other time and on such other date at which the meeting may be adjourned or postponed, via live webcast. You may access the Special Meeting at:

Live Webcast:

https://www.cstproxy.com/chavantcapital/sm2023

The meeting may be attended virtually online via the Internet, and for purposes of the current amended and restated memorandum and articles of association of Chavant (the “Existing Charter”), the physical location of the meeting is at the offices of Simpson Thacher & Bartlett LLP located at 425 Lexington Avenue, New York, New York 10017, United States of America. If you plan on attending in person please email list-ChavantSpecialMeeting@lists.stblaw.com at least one day prior to the Special Meeting.

Telephone:

Within the U.S. and Canada: +1 800-450-7155 (toll-free)

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

Passcode: 6364653#

You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting via live webcast. The Company recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.

The sole purpose of the Special Meeting is to consider and vote on the following proposals (“Proposals”):

“RESOLVED, as an ordinary resolution, that the Company’s entry into the Business Combination Agreement, dated as of November 15, 2022, as amended by Amendment No.1 to the Business Combination Agreement, dated as of April 7, 2023 (copies of which are attached to the proxy statement/prospectus as Annex A-1 and Annex A-2, respectively), and as further amended or otherwise modified from time to time, by and among the Company, CLAY Merger Sub II, Inc., a Delaware corporation, and Mobix Labs, Inc., a Delaware corporation, and the transactions contemplated thereby be confirmed, ratified and approved in all respects.”

“RESOLVED, as a special resolution, that the Company be de-registered as an exempted company incorporated in the Cayman Islands pursuant to Article 47 of the Amended and Restated Memorandum and Articles of Association of the Company and the Cayman Islands Companies Act (As Revised) and be transferred by way of continuation to the State of Delaware and domesticate as a corporation in the State of Delaware.”

Table of Contents

“RESOLVED, as a special resolution, that, the certificate of incorporation and bylaws of the Company (forms of which are annexed to the proxy statement/prospectus as Annex B-1 and Annex C), be approved as the certificate of incorporation and bylaws, respectively, of the Company, in each case to be effective upon the effectiveness of the Domestication, and that the certificate of amendment of certificate of incorporation (the form of which is annexed to the proxy statement/prospectus as Annex B-3) be approved to be filed and effective immediately following the effectiveness of the Merger.”

“RESOLVED, on a non-binding advisory basis, to eliminate various provisions in the Existing Charter applicable only to special purpose acquisition companies.”

“RESOLVED, on a non-binding advisory basis, to increase the authorized share capital from 201,000,000 shares, consisting of (a) 200,000,000 ordinary shares, par value $0.0001 per share, and (b) 1,000,000 preference shares, par value $0.0001 per share, to authorized capital stock of 300,000,000 shares, consisting of three classes: (i) 285,000,000 shares of Class A Common Stock, $0.00001 par value per share, (ii) 5,000,000 shares of Class B Common Stock, $0.00001 par value per share, and (iii) 10,000,000 shares of Preferred Stock, $0.00001 par value per share.”

“RESOLVED, on a non-binding advisory basis, to provide that the holders of Class A Common Stock are entitled to one vote per share, while the holders of Class B Common Stock are entitled to ten votes per share, and all such holders will vote together as a single class except as otherwise required by applicable law.”

“RESOLVED, on a non-binding advisory basis, to provide that so long as any shares of Class B Common Stock remain outstanding, the holders of Class B Common Stock, voting as a separate class, shall be entitled to nominate and elect up to three members of the board of directors of New Mobix Labs (each, a “Class B Director”), remove any Class B Director, and fill any vacancy caused by the death, resignation, disqualification, removal or other cause of any Class B Director.”

“RESOLVED, on a non-binding advisory basis, to provide that, except for those directors, if any, elected by the holders of any series of preferred stock then outstanding pursuant to the Proposed Charter, for so long as the Board is classified, any director or the entire Board may be removed only for cause, and only by the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote, voting together as a single class.”

“RESOLVED, on a non-binding advisory basis, to provide that, in addition to any affirmative vote required by applicable law and/or the Proposed Charter, the vote of at least 66²∕₃% of the voting power of the Company’s outstanding shares of capital stock is required to amend certain provisions of the Proposed Charter.”

“RESOLVED, on a non-binding advisory basis, to provide that, in addition to any affirmative vote required by applicable law and/or the Proposed Charter, the vote of at least 66²∕₃% of the voting power of the Company’s outstanding shares of capital stock is required to amend the Proposed Bylaws.”

“RESOLVED, on a non-binding advisory basis, to provide that the stockholders may not take action by written consent but may only take action at annual or special meetings of stockholders; provided, however, that, any action to be taken at any meeting of the holders of shares of Class B Common Stock, voting as a separate class, may be taken by written consent.”

“RESOLVED, on a non-binding advisory basis, to remove the renunciation of the corporate opportunity doctrine in the Existing Charter.”

“RESOLVED, on a non-binding advisory basis, to provide that the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, then another state or federal court located within the State of Delaware) shall be the exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of fiduciary duty owed by any director, officer or employee of the Company to the Company or the Company’s stockholders, (c) any civil action to interpret, apply or

Table of Contents

enforce any provision of the Delaware General Corporation Law, as amended, (d) any civil action to interpret, apply, enforce or determine the validity of the provisions of the Proposed Charter or the Proposed Bylaws or (e) any action asserting a claim governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law; provided, however, that the foregoing will not apply to any causes of action arising under the U.S. Securities Act of 1933, as amended, or the U.S. Securities Exchange Act of 1934, as amended.”

“RESOLVED, on a non-binding advisory basis, to change the Company’s corporate name to ‘Mobix Labs, Inc.’”

“RESOLVED, as an ordinary resolution, for purposes of complying with applicable listing rules of The Nasdaq Capital Market, that the issuance in accordance with the Business Combination Agreement and the PIPE Subscription Agreement of up to 23,500,000 shares of Common Stock to certain Mobix Labs equityholders to be allocated between shares of Class A Common Stock and Class B Common Stock plus up to 3,000,000 additional shares of Class A Common Stock that may be issued in exchange for Post-March 26 Financing Securities, up to 3,500,000 shares of Class A Common Stock to be issued as Earnout Shares to certain Mobix Labs equityholders, and up to 4,285,714 shares of Class A Common Stock to be issued to the PIPE Investor, including up to 1,285,714 Make-Whole Shares, be confirmed, ratified and approved in all respects.”

“RESOLVED, as an ordinary resolution, that the Mobix Labs, Inc. 2023 Equity Incentive Plan, the form of which is attached to this proxy statement/prospectus as Annex D, be effective upon the consummation of the Transaction, be and is hereby approved and adopted.”

​

“RESOLVED, as an ordinary resolution, that the Mobix Labs, Inc. 2023 Employee Stock Purchase Plan, the form of which is attached to this proxy statement/prospectus as Annex E, be effective upon the consummation of the Transaction, be and is hereby approved and adopted.”

​

“RESOLVED, as an ordinary resolution, to elect Fabrizio Battaglia, Kurt Busch and William Carpou to serve as the initial Class I directors until the first annual meeting of the New Mobix Labs stockholders following the Closing, David Aldrich, Frederick Goerner and Keyvan Samini to serve as the initial Class II directors until the second annual meeting of the New Mobix Labs stockholders following the Closing, and Dr. Jiong Ma and James Peterson to serve as the initial Class III directors until the third annual meeting of the New Mobix Labs stockholders following the Closing, or until each of their respective successors are duly elected and qualified, or until their earlier death, resignation or removal.”

Table of Contents

​

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, either (x) to permit further solicitation and vote of proxies and if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes to approve the Condition Precedent Proposals or (y) to permit withdrawals by Public Shareholders of their elections to redeem their Public Shares or to enable the Sponsor, Chavant’s directors, officers, advisors or any of their respective affiliates to undertake share purchases or other transactions for the purpose of limiting the number of Public Shares electing to redeem, in each case be confirmed, ratified and approved in all respects.”

The Transaction Proposal, the Advisory Governance Proposals, the Nasdaq Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal and the Adjournment Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of the Chavant ordinary shares, who, being present in person (including virtually), or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. The Advisory Governance Proposals are voted upon on a non-binding advisory basis only. The Domestication Proposal and the Organizational Documents Proposal require the approval of a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the Chavant ordinary shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. The approval of each Condition Precedent Proposal is conditioned on the approval of all of the other Condition Precedent Proposals. If any of the Condition Precedent Proposals fails to receive the required approval by the Chavant shareholders at the Special Meeting, the Transaction will not be completed.

In connection with the execution of the Business Combination Agreement, the Sponsor (the ordinary shares initially purchased by Sponsor in connection with the initial public offering, the “Founder Shares”) and the director and officer holders of Chavant entered into a sponsor letter agreement (the “Sponsor Letter Agreement”) with Chavant and Mobix Labs, pursuant to which, among other things, the Sponsor and the directors and officers of Chavant agreed to vote all of their Chavant ordinary shares and Warrants in favor of the Transaction, the Condition Precedent Proposals and all the other proposals the parties deem necessary or desirable to effect the Transaction. In addition, in connection with Chavant’s initial public offering, the initial holders of ordinary shares and Warrants of Chavant, including the Sponsor, the directors and officers of Chavant, and the permitted designees of Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC, which were representatives of the underwriters in the initial public offering (collectively with the Sponsor and the officers and directors, the “Initial Shareholders”), entered into a letter agreement with Chavant, pursuant to which they agreed to vote all their Chavant ordinary shares in favor of the Transaction. Chavant expects that the Initial Shareholders will vote their shares in favor of all of the Proposals being presented at the Special Meeting. The Initial Shareholders currently collectively own approximately 72.0% of the outstanding Chavant ordinary shares.

Each of these Proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of Chavant ordinary shares entered in the register of members of Chavant at the close of business on [             ], 2023 are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements thereof. As of the record date, there were 2,778,912 Chavant ordinary shares issued and outstanding and entitled to vote.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the virtual Special Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Special Meeting no later than the time appointed for the Special Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your Chavant ordinary shares online if you subsequently choose to participate in the virtual Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from that record. Only shareholders entered in the register of members of Chavant at the close of business on the record date may vote at the Special Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual Special Meeting, your 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.

Table of Contents

You may revoke a proxy at any time before it is voted at the Special Meeting by executing and returning a proxy card dated later than the previous one, by participating in the Special Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Morrow Sodali LLC, toll-free: (800) 662-5200, collect: (203) 658-9400, email: CLAY.info@investor.morrowsodali.com, that is received by the proxy solicitor before we take the vote at the Special Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

The Chavant board of directors unanimously recommends that Chavant shareholders vote “FOR” approval of each of the Proposals. When you consider the Chavant board of directors’ recommendation of these Proposals, you should keep in mind that Chavant’s directors and officers have interests in the Transaction that may conflict or differ from your interests as a shareholder. See the section titled “Proposal No. 1 — The Transaction Proposal — Interests of Certain Persons in the Transaction.”

On behalf of the Chavant board of directors, I thank you for your support and we look forward to the successful consummation of the Transaction.

​

If you return your signed proxy without an indication of how you wish to vote, your shares will be voted in favor of each of the Proposals.

All holders (the “Public Shareholders”) of Chavant’s Ordinary Shares issued in the Chavant IPO (as defined herein) (the “Public Shares”) have the right to have their Public Shares redeemed for cash in connection with the proposed Transaction. Public Shareholders are not required to affirmatively vote for or against the Transaction Proposal, to vote on the Transaction Proposal at all, or to be holders of record on the record date in order to have their shares redeemed for cash. This means that any Public Shareholder holding Public Shares may exercise redemption rights regardless of whether they are even entitled to vote on the Transaction Proposal.

To exercise redemption rights, holders of Public Shares must tender their shares to Continental Stock Transfer & Trust Company, Chavant’s transfer agent, no later than two (2) business days prior to the Special Meeting. You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s Deposit Withdrawal at Custodian System. If the Transaction is not completed, then these shares will not be redeemed for cash. If you hold the shares in street name, you will need to instruct your bank or broker to withdraw the shares from your account in order to exercise your redemption rights. See “Extraordinary General Meeting — Redemption Rights” in the accompanying proxy statement/prospectus for more specific instructions.

​

​

Table of Contents

TABLE OF CONTENTS

​

​

​

​

​

​

Table of Contents

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission by Chavant (File No. 333-271197), constitutes a prospectus of Chavant under Section 5 of the Securities Act of 1933, as amended, with respect to the securities to be issued if the Transaction described below is consummated, including to Chavant shareholders and to holders of Mobix Labs Common Stock other than the Consenting Mobix Labs Stockholders. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended with respect to the Special Meeting in lieu of the 2023 annual general meeting of Chavant shareholders at which shareholders of Chavant will be asked to consider and vote upon a proposal to approve the Transaction by the approval and adoption of the Business Combination Agreement, among other matters. This document does not serve as a prospectus for the shares of Class A Common Stock or Class B Common Stock that the Consenting Mobix Labs Stockholders will receive in the Transaction.

ENFORCEABILITY OF CIVIL LIABILITIES

We are a company incorporated under the laws of the Cayman Islands. Our chief executive officer, Dr. Jiong Ma, acts as our U.S. agent for service of process designated under the federal securities laws at the address of the office space we use from our Sponsor at 445 Park Avenue, 9th Floor, New York, NY 10022. However, some of our directors reside outside of the United States, and it may be difficult for investors to effect service of process on those directors within the United States.

Our corporate affairs will be governed by our Existing Charter, the Cayman Islands Companies Act, and the common law of the Cayman Islands prior to the Domestication. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the Cayman Islands Companies Act and the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands, as well as from English common law, the decisions of whose courts are considered persuasive authority but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

The Cayman Islands courts are also unlikely:

We have been advised by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel, that there is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a non-penal judgment of a foreign court and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary, provided that: (i) the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (ii) the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company; (iii) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court; (iv) recognition or enforcement of the judgment would not be contrary to public policy in the Cayman Islands; and (v) the proceedings pursuant to which judgment was obtained were not contrary to natural justice. In appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.

As a result of all of the above, Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company.

Table of Contents

FREQUENTLY USED TERMS

Definitions

In this document:

“2023 Employee Stock Purchase Plan” means the Mobix Labs, Inc. 2023 Employee Stock Purchase Plan, a copy of which is attached to this proxy statement/prospectus as Annex E.

“2023 Equity Incentive Plan” means the Mobix Labs, Inc. 2023 Equity Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex D.

“Adjournment Proposal” means the proposal to be considered at the Special Meeting to approve the adjournment of the Special Meeting to a later date or dates, if necessary, (x) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Condition Precedent Proposals or (y) to permit withdrawals by Public Shareholders of their elections to redeem their Public Shares or to enable the Sponsor, Chavant’s directors, officers, advisors or any of their respective affiliates to undertake share purchases or other transactions for the purpose of limiting the number of Public Shares electing to redeem.

“Adjustment Period VWAP” means the volume weighted average price per share of the Class A Common Stock during the 30-day period commencing on the date that is 30 days after the date on which the PIPE Resale Registration Statement is declared effective.

“Advisory Governance Proposals” means the separate non-binding sub-proposals with respect to important governance provisions in the Proposed Charter to take effect upon the Closing Date if the Organizational Documents Proposal is approved.

“Aggregate Transaction Consideration” means a number of shares of Common Stock equal to (a) the quotient obtained by dividing (i) the assumed value of Mobix Labs in an amount equal to $235 million by (ii) $10.00 plus (b) a number of shares of Class A Common Stock equal to (i) the Per Share Exchange Ratio multiplied by (ii) the number of shares of Post-March 26 Financing Securities plus (c) the number of shares of Class A Common Stock comprising the Earnout Shares.

“Amended and Restated Registration Rights Agreement” means an Amended and Restated Registration Rights and Lock-Up Agreement, to be entered into at the Closing, by and among New Mobix Labs, the Sponsor, the Representatives and their designees, certain equityholders of Chavant and certain equityholders of Mobix Labs.

“Amendment No. 1” means Amendment No. 1 to the Business Combination Agreement, dated April 7, 2023, by and among Chavant, Merger Sub and Mobix Labs.

“AOC” means active optical cables.

“Board” means Chavant’s board of directors or New Mobix Labs’ board of directors, as the context suggests.

“Business Combination Agreement” means the Business Combination Agreement, dated as of November 15, 2022, as amended by Amendment No. 1 and as may be further amended and/or restated from time to time, by and among Chavant, Merger Sub and Mobix Labs.

“Cayman Islands Companies Act” means the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time.

“CFIUS” means the Committee on Foreign Investment in the United States.

“Chavant” means Chavant Capital Acquisition Corp., a Cayman Islands exempted company, and following the Domestication, a Delaware corporation.

“Chavant IPO” or “IPO” means Chavant’s initial public offering of units, consummated on July 19, 2021.

Table of Contents

“Chavant Promissory Notes” means the unsecured promissory notes evidencing the Working Capital Loans, which notes may be repaid upon completion of a Transaction, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Transaction into Warrants at a price of $1.00 per Warrant.

“Class A Common Stock” means the Class A Common Stock, par value $0.00001 per share, of Chavant following the Domestication, and of New Mobix Labs following the Transaction. Holders of Class A Common Stock are entitled to one vote per share, and all holders of Class A Common Stock and Class B Common Stock will vote together as a single class except as otherwise required by applicable law.

“Class B Common Stock” means the Class B Common Stock, par value $0.00001 per share, of Chavant following the Domestication, and of New Mobix Labs following the Transaction. Holders of Class B Common Stock are entitled to ten votes per share, and all holders of Class A Common Stock and Class B Common Stock will vote together as a single class except as otherwise required by applicable law. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder, upon transfer or in certain specified circumstances and will automatically convert on the seventh anniversary of the Closing.

“Class B Directors” means the three members of the board of directors that the holders of a majority of the voting power of the shares of Class B Common Stock then outstanding will be entitled to elect for so long as any shares of Class B Common Stock remain outstanding.

“Closing” means the consummation of the Transaction.

“Closing Available Cash” means an amount of cash equal to (a) the amount of cash available to be released from the Trust Account immediately prior to the Closing (after giving effect to payments to redeeming Public Shareholders pursuant to the exercise of their redemption rights), plus (b) the amount of cash proceeds (i) actually received by Chavant or Mobix Labs as of immediately prior to the Closing and/or (ii) committed prior to the Closing Date to be funded to Chavant or Mobix Labs, in each case, pursuant to any financing arrangement net of (iii) the amount of cash required to be transferred to, retained by or held in escrow for the benefit of the counterparty to any such financing arrangement; provided, however, that, for purposes of clause (b) of this definition of “Closing Available Cash,” a maximum of ten million dollars ($10,000,000) shall count towards the total amount of Closing Available Cash if funded or to be funded pursuant to any financing arrangement that is an equity line of credit, regardless of the total amount available under such equity line of credit, plus (c) the amount of cash and cash equivalents (other than excluded cash) of Chavant immediately prior to the Closing that is held in an account of Chavant outside the Trust Account.

“Closing Date” means the date upon which the Closing actually occurs.

“Closing Transaction Consideration” means the Aggregate Transaction Consideration minus the Earnout Shares.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combination Period” means the period by which the Company must complete the Transaction, this being by January 22, 2024.

“Common Stock” means shares of the Class A Common Stock and the Class B Common Stock, collectively.

“Company,” “our,” “we” or “us” refers, prior to the Transaction, to Chavant, as the context suggests, and, following the Transaction, to New Mobix Labs, unless otherwise indicated in this proxy statement/prospectus.

“Condition Precedent Proposals” means the Transaction Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Equity Incentive Plan Proposal and the Nasdaq Proposal.

“Consenting Mobix Labs Stockholders” means Mobix Labs stockholders that are signatories to the Written Consent and Written Consent to Amendment No. 1.

“DGCL” means the General Corporation Law of the State of Delaware, as amended.

“Director Election Proposal” means the proposal to be considered at the Special Meeting to elect Fabrizio Battaglia, Kurt Busch and William Carpou to serve as the initial Class I directors until the first annual meeting of the New Mobix Labs stockholders

Table of Contents

following the Closing, David Aldrich, Frederick Goerner and Keyvan Samini to serve as the initial Class II directors until the second annual meeting of the New Mobix Labs stockholders following the Closing, and Dr. Jiong Ma and James Peterson to serve as the initial Class III directors until the third annual meeting of the New Mobix Labs stockholders following the Closing, or until each of their respective successors is duly elected and qualified, or until their earlier death, resignation or removal.

“dollars” or “$” means U.S. dollars.

“Domesticated Warrant” means that, following the Domestication, a warrant exercisable for one share of Class A Common Stock issued by Chavant.

“Domestication” means the de-registration of Chavant as a Cayman Islands exempted company and transfer by way of continuation to the State of Delaware and domestication of Chavant into a Delaware corporation, with the Ordinary Shares becoming shares of Class A Common Stock of the Delaware corporation under the applicable provisions of the Cayman Islands Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Proposed Charter (substantially in the form attached hereto at Annex B-1) consistent with the DGCL and changing the registered office of Chavant.

“Domestication Effective Time” means the date and time of the effectiveness of the Domestication.

“Domestication Proposal” means the proposal to be considered at the Special Meeting to approve the Domestication.

“Earnout Recipients” means certain holders of Mobix Labs Common Stock, Mobix Labs Preferred Stock and Mobix Labs Options, in accordance with the Payment Spreadsheet.

“Earnout Shares” means the potential issuance of an aggregate of 3,500,000 additional shares of Class A Common Stock pursuant to the Business Combination Agreement.

“Effective Time” means the time at which the Merger becomes effective.

“EMI Solutions” means EMI Solutions, Inc.

“EMI Transaction” means the potential acquisition of EMI Solutions by Mobix Labs pursuant to the EMI Merger Agreement, entered into on September 26, 2022, by and between Mobix Labs, Ydens Holdings, LLC, Robert Ydens and Julie Ydens, whereby EMI Solutions will become a wholly-owned subsidiary of Mobix Labs.

“Employee Stock Purchase Plan Proposal” means the proposal to be considered at the Special Meeting to approve the 2023 Employee Stock Purchase Plan.

“Equity Incentive Plan Proposal” means the proposal to be considered at the Special Meeting to approve the 2023 Equity Incentive Plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Charter” means Chavant’s current Amended and Restated Memorandum and Articles of Association.

“Financing Arrangement” means (a) the PIPE Private Placement, (b) any other private placements after the date of the Business Combination Agreement of Ordinary Shares or convertible debt securities that are convertible into Ordinary Shares, (c) any equity line of credit or other similar financing arrangement and (d) any private placement or placements pursuant to subscription agreements entered into by Mobix Labs and certain accredited investors to offer and sell Mobix Labs’ securities; provided, that, in each case, the terms of any Financing Arrangement that closes or is otherwise consummated or irrevocably committed prior to or concurrently with the Closing shall be either (i) a private placement of Ordinary Shares on terms no less favorable to Mobix Labs than those contained in the PIPE Subscription Agreement (which terms shall be deemed to be mutually agreed by Chavant and Mobix Labs) or (ii) otherwise mutually agreed upon in writing by Chavant and Mobix Labs.

Table of Contents

“First Extension Amendment” means the amendment to Chavant’s charter to extend the date by which the Company must consummate an initial business combination from July 22, 2022 to January 22, 2023, which was approved at the extraordinary general meeting on July 14, 2022.

“Founder Shares” means the Ordinary Shares initially purchased by the Sponsor in a private placement prior to the Chavant IPO, a portion of which were subsequently transferred to certain holders in connection with the Chavant IPO, and the shares of Class A Common Stock that will be issued upon the automatic conversion of the Ordinary Shares at the time of the Domestication.

“GAAP” means United States generally accepted accounting principles.

“Initial Shareholders” means Sponsor, the directors and officers of Chavant and certain designees of the Representatives.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Key Mobix Labs Stockholders” means holders of Mobix Labs Capital Stock collectively representing at least 50% of the outstanding shares of Mobix Labs Common Stock and Mobix Labs Preferred Stock, voting together as a single class.

“Make-Whole Shares” means additional shares of Class A Common Stock that may be issued to the PIPE Investor after the filing of the registration statement registering the resale of shares of Class A Common Stock acquired by the PIPE Investor upon satisfaction of certain conditions in the PIPE Subscription Agreement.

“Merger” means the merging of Merger Sub with and into Mobix Labs, with Mobix Labs surviving the Merger as a wholly owned subsidiary of Chavant.

“Merger Sub” means CLAY Merger Sub II, Inc., a Delaware corporation.

“Mobix Labs” or “Mobix” means Mobix Labs, Inc., a Delaware corporation.

“Mobix Labs Board” means the board of directors of Mobix Labs.

“Mobix Labs Capital Stock” means Mobix Labs Common Stock and/or Mobix Labs Preferred Stock.

“Mobix Labs Charter” means the Second Amended and Restated Certificate of Incorporation of Mobix Labs filed with the Secretary of State of the State of Delaware on February 5, 2021, as such may have been amended, supplemented or modified from time to time.

“Mobix Labs Common Stock” means shares of common stock, par value of $0.00001, of Mobix Labs.

“Mobix Labs Convertible Instrument” means outstanding SAFEs or promissory notes of Mobix Labs prior to the Closing which are convertible in accordance with their terms for Mobix Labs Common Stock or Mobix Labs Preferred Stock.

“Mobix Labs Equity Incentive Plans” means, collectively, the Mobix Labs, Inc. 2022 Incentive Compensation Plan, the Mobix Labs, Inc. 2020 Key Employee Equity Incentive Plan and the Mobix Labs, Inc. 2020 Equity Incentive Plan, as they may have been amended, supplemented or modified from time to time.

“Mobix Labs Founders Preferred Stock” means the shares of preferred stock, par value $0.00001 per share, of Mobix Labs designated as “Founders Preferred Stock” in the Mobix Labs Charter.

“Mobix Labs Options” means all outstanding options to purchase shares of Mobix Labs Common Stock, whether or not exercisable and whether or not vested, immediately prior to the Closing under any Mobix Labs Equity Incentive Plan.

“Mobix Labs Preferred Stock” means the Mobix Labs Founders Preferred Stock and Mobix Labs Series A Preferred Stock.

Table of Contents

“Mobix Labs Requisite Approval” means the vote of the holders of at least a majority in voting power of the outstanding shares of the Mobix Labs Capital Stock, including the Mobix Labs Common Stock and the Mobix Labs Preferred Stock, voting together as a single class (with the holders of Mobix Labs Preferred Stock being entitled to the number of votes per share specified in the Mobix Labs Charter).

“Mobix Labs RSUs” means all outstanding restricted stock units relating to shares of Mobix Labs Common Stock immediately prior to the Closing under any Mobix Labs Equity Incentive Plan.

“Mobix Labs Series A Preferred Stock” means the shares of preferred stock, par value $0.00001 per share, of Mobix Labs designated as “Series A Preferred Stock” in the Mobix Labs Charter.

“Mobix Labs Stockholder” means a holder of shares of Mobix Labs Common Stock and/or Mobix Labs Preferred Stock.

“Mobix Labs Warrants” means all warrants to purchase shares of Mobix Labs Common Stock outstanding prior to the Closing.

“Nasdaq” means The Nasdaq Capital Market.

“Nasdaq Proposal” means the proposal to be considered at the Special Meeting to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance by Chavant of shares of Class A Common Stock and Class B Common Stock to equityholders of Mobix Labs and the PIPE Investor.

“New Mobix Labs” means the Company after completion of the Transaction.

“New Mobix Labs Board” means the board of directors of New Mobix Labs, which is anticipated to be composed of three directors in Class I (expected to be Fabrizio Battaglia, Kurt Busch and William Carpou), three directors in Class II (expected to be David Aldrich, Frederick Goerner and Keyvan Samini) and two directors in Class III (expected to be Dr. Jiong Ma and James Peterson), with James Peterson acting as Executive Chairman, with Chavant’s current chief executive officer, Dr. Jiong Ma, acting as a director and with the holders of the Class B Common Stock entitled to elect up to three members of the New Mobix Labs Board so long as any shares of Class B Common Stock remain outstanding (expected to be Keyvan Samini, Fabrizio Battaglia and James Peterson).

“Ordinary Shares” means at any prior to the Domestication Effective Time, ordinary shares, par value $0.0001, of Chavant.

“Organizational Documents Proposal” means the proposal to be considered at the Special Meeting to approve and adopt the Proposed Charter and Amendment and the Proposed Bylaws.

“Other Mobix Labs Options” means Mobix Labs Options that are not in-the-money vested options.

“Payment Spreadsheet” means the schedule setting forth (A) the calculation of Closing Transaction Consideration (including the number of shares of Class A Common Stock and Class B Common Stock which will constitute the Closing Transaction Consideration), (B) the allocation of the Closing Transaction Consideration among (1) the holders of Mobix Labs Common Stock, (2) the holders of Mobix Labs Series A Preferred Stock, (3) the holders of Mobix Labs Founders Preferred Stock, (4) the holders of in-the-money vested Mobix Labs Options, (5) the holders of Mobix Labs Warrants and (6) the holders of Mobix Labs Convertible Instruments, (C) the calculation of the portion of Closing Transaction Consideration payable to (1) each holder of Mobix Labs Common Stock, (2) each holder of Mobix Labs Series A Preferred Stock, (3) each holder of Mobix Labs Founders Preferred Stock and (4) each holder of in-the-money vested Mobix Labs Options, (5) each holder of Mobix Labs Warrants and (6) each holder of Mobix Labs Convertible Instruments, (D) the allocation of the Earnout Shares (as defined below) among the Mobix Labs Stockholders and Mobix Labs Options holders and (E) the calculation of the portion of the Earnout Shares payable to each such recipient.

“PCAOB” means the Public Company Accounting Oversight Board.

“Per Share Exchange Ratio” means the number obtained by dividing 23,500,000 by the fully diluted number of shares of Mobix Labs immediately prior to the Effective Time, which reflects the aggregate number of shares of Mobix Labs Common Stock issued and outstanding immediately prior to the Effective Time, the aggregate number of shares of Mobix Labs Common Stock into which the shares of Mobix Labs Preferred Stock could be converted (without regard to whether such shares of Mobix Labs Preferred Stock may then be converted in accordance with the Mobix Labs Charter), the aggregate number of shares of Mobix Labs Common Stock

Table of Contents

issuable upon exercise of outstanding options and warrants to purchase Mobix Labs Common Stock and Mobix Labs Convertible Instruments that convert into Mobix Labs Common Stock or shares of Mobix Labs Preferred Stock, and the aggregate number of shares of Mobix Labs Common Stock issuable upon vesting and settlement of outstanding Mobix Labs RSUs, which fully diluted number excludes the shares of Post-March 26 Financing Securities.

“PFIC” means passive foreign investment company.

“PIPE Investor” means the subscriber that agreed to purchase shares of Class A Common Stock, substantially concurrently with the Closing, on the terms and subject to the conditions of the PIPE Subscription Agreement.

“PIPE Private Placement” means the private placement of Class A Common Stock pursuant to which the PIPE Investor, upon the terms and subject to the conditions set forth in the PIPE Subscription Agreement, will purchase 3,000,000 shares of Class A Common Stock for a purchase price of $10.00 per share, for an aggregate purchase price of $30,000,000, and will be entitled to receive Make-Whole Shares.

“PIPE Resale Registration Statement” means a registration statement that Chavant has agreed to file to register the resale of the shares of Class A Common Stock acquired by the PIPE Investor within 45 days of Closing pursuant to the PIPE Subscription Agreement.

“PIPE Subscription Agreement” means the PIPE Subscription Agreement, dated November 15, 2022, entered into between Chavant and the PIPE Investor in connection with the Private Placement, which is included as Exhibit 10.8 to the registration statement on Form S-4 of which this proxy statement/prospectus forms a part.

“Post-Closing RSUs” means restricted stock units covering up to 5,000,000 shares of Class A Common Stock that may be granted on the first, second and third anniversaries of the Closing Date to certain directors and officers of Mobix Labs in the event that such director or officer continues to be employed with or provide services to Mobix Labs on each such date in accordance with their employment or service agreements with Mobix Labs. Each of these RSUs will vest on the first anniversary of the applicable grant date, subject to the recipient’s continuous service to New Mobix Labs through the applicable grant dates and vesting dates.

“Post-March 26 Financing Securities” means any shares of (i) Mobix Labs Common Stock, or (ii) Mobix Labs Common Stock issuable upon exercise or conversion of Mobix Labs Warrants, Mobix Labs Convertible Instruments or convertible debt, in each case, where such Mobix Labs securities were issued for cash and in accordance with the Business Combination Agreement, and as a result of, or in connection with, any private placement entered into by Mobix Labs after March 26, 2023.

“Preferred Stock” means the preferred stock, par value $0.00001 per share, of Chavant following the Domestication, and of New Mobix Labs following the Transaction.

“Private Warrants” means the warrants to purchase Ordinary Shares purchased in a private placement in connection with the Chavant IPO, which will be converted into warrants to purchase shares of Class A Common Stock at the Domestication Effective Time.

“Proposal” means each of the proposals Chavant will ask its shareholders to vote in favor of at the Special Meeting.

“Proposed Amendment” means the Certificate of Amendment of the Company which, if approved, would take effect upon the Closing, a form of which is attached hereto as Annex B-3.

“Proposed Bylaws” mean the proposed bylaws of the Company to be in effect following the Transaction, a form of which is attached hereto as Annex C.

“Proposed Charter” means the Certificate of Incorporation of the Company which, if approved, would take effect upon the Domestication, a form of which is attached hereto as Annex B-1.

“Proposed Charter and Amendment” means, collectively, the Proposed Charter and the Proposed Amendment.

“Proposed Organizational Documents” means, collectively, the Proposed Charter and Amendment and the Proposed Bylaws.

Table of Contents

“Public Shares” means the Ordinary Shares issued as part of the Units sold in the Chavant IPO, which will be converted into shares of Class A Common Stock at the Domestication Effective Time.

“Public Shareholders” means holders of Public Shares, whether acquired in the Chavant IPO or acquired in the secondary market.

“Public Warrants” means the warrants included in the Units sold in Chavant’s IPO, each of which is exercisable for one Ordinary Share, in accordance with its terms, which will be converted into warrants to purchase shares of Class A Common Stock at the Domestication Effective Time.

“Redemption Limitation” means, collectively, the (a) the limitation that Chavant would not redeem the Public Shares to the extent that such redemption would cause Chavant’s net tangible assets to be less than $5,000,001 and (b) the limitation that Chavant would not consummate a business combination unless Chavant has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such business combination, which limitations in clauses (a) and (b) were removed from the Amended and Restated Articles of Association of Chavant in connection with the Third Extension.

“Representatives” means Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC, which acted as representatives of the underwriters in the Chavant IPO.

“Representative Warrants” means 605,668 Private Warrants issued to the designees of the Representatives.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Extension” or “Chavant Extension” means the extension of the date by which the Company must consummate an initial business combination from January 22, 2023 to July 22, 2023, which extension has been approved by Chavant’s shareholders.

“Second Extension Amendment” means an amendment to Chavant’s charter to extend the date by which the Company must consummate an initial business combination from January 22, 2023 to July 22, 2023, which was approved at the extraordinary general meeting on January 6, 2023.

“Securities Act” means the Securities Act of 1933, as amended.

“Special Meeting” means the extraordinary general meeting of Chavant that is the subject of this proxy statement/prospectus.

“Sponsor” means Chavant Capital Partners LLC, a Delaware limited liability company.

“Sponsor Letter Agreement” means that certain Sponsor Letter Agreement, dated as of November 15, 2022, by and among Mobix Labs, Chavant, Sponsor and certain director and officer holders of Chavant, which is filed as Exhibit 10.7 hereto and incorporated by reference herein.

“Third Extension” means the extension of the date by which the Company must consummate an initial business combination from July 22, 2023 to January 22, 2024, which extension has been approved by Chavant’s shareholders.

“Third Extension Amendment” means an amendment to Chavant’s charter to extend the date by which the Company must consummate an initial business combination from July 22, 2023 to January 22, 2024, which was approved at the extraordinary general meeting on July 18, 2023.

“Transaction” means the Domestication, the Merger and the other transactions contemplated by the Business Combination Agreement, including the PIPE Private Placement, the Sponsor Letter Agreement, and the Written Consents.

“Transaction Proposal” means the proposal to be considered at the Special Meeting to approve the Transaction.

“Trust Account” means the trust account that holds a portion of the proceeds of the Chavant IPO and the concurrent sale of the Private Warrants.

Table of Contents

“U.S. Holder” means a beneficial owner of Chavant’s securities who or that is, for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia; (iii) an estate whose income is subject to U.S. federal income tax regardless of its source; or (iv) a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a United States person.

“Units” means at any time prior to the Domestication Effective Time, one Ordinary Share and three-quarters of one Warrant.

“VWAP” means, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value per share on such date(s) as reasonably determined in good faith by a majority of the disinterested independent directors of the board of directors (or equivalent governing body) of New Mobix Labs at such time. All such determinations shall be appropriately adjusted for any share splits, share capitalizations, reorganizations, recapitalizations and other similar events during such period.

“Warrant Agreement” means that certain warrant agreement, dated July 19, 2021, by and between Chavant and Continental Stock Transfer & Trust Company.

“Warrants” means (a) at any time prior to the Domestication Effective Time, warrants to purchase Ordinary Shares as contemplated under the Warrant Agreement, with each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50, and (b) from and after the Domestication Effective Time, warrants to purchase shares of Class A Common Stock as contemplated under the Warrant Agreement, as amended pursuant to an amendment to be effective as of the Domestication Effective Time, with each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50.

“Working Capital Loans” means non-interest bearing loans which are made by the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to Chavant as may be required for Chavant’s working capital needs, which loans are evidenced by the Chavant Promissory Notes.

“Written Consent” means the irrevocable stockholder written consent in lieu of a meeting containing the requisite vote by the Mobix Labs Stockholders (including the Key Mobix Labs Stockholders) in favor of the approval and adoption of the Business Combination Agreement, the Transaction and all other transactions contemplated by the Business Combination Agreement. The Written Consent was delivered to Chavant on November 15, 2022.

“Written Consent to Amendment No. 1” means the irrevocable stockholder written consent in lieu of a meeting containing the requisite vote by the Mobix Labs Stockholders (including the Key Mobix Labs Stockholders) dated April 6, 2023, thereby adopting and approving Amendment No. 1. The Written Consent to Amendment No. 1 was delivered to Chavant on April 7, 2023.

“Written Consents” means the Written Consent and the Written Consent to Amendment No. 1.

​

Table of Contents

MARKET AND INDUSTRY DATA

Within this proxy statement/prospectus, Mobix Labs references information and statistics regarding the wireless and connectivity industries. Mobix Labs has obtained this information and statistics from various independent third-party sources, including independent industry publications, reports by market research firms and other independent sources, including:

Some data and other information contained in this proxy statement/prospectus are also based on management’s estimates and calculations, which are derived from Mobix Labs’ review and interpretation of internal surveys and independent sources. Data regarding the industries in which Mobix Labs competes and its market position and market share within these industries are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond our control, but Mobix Labs believes they generally indicate size, position and market share within such industries. While Mobix Labs believes its internal company research and estimates are reliable, such research and estimates have not been verified by any independent source. In addition, assumptions and estimates of Mobix Labs and Mobix Labs’ industries’ future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause Mobix Labs’ future performance to differ materially from our assumptions and estimates. As a result, you should be aware that market, ranking and other similar industry data included in this proxy statement/prospectus, and estimates and beliefs based on that data, may not be reliable. Neither Mobix Labs, Mobix Labs Stockholders, Chavant or Chavant’s shareholders can guarantee the accuracy or completeness of any such information contained in this proxy statement/prospectus.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

Mobix Labs uses certain trademarks, trade names and service marks in connection with the operation of its business, including “Mobix Labs,” “Mobixell,” “True5G” and “Shaping Tomorrow’s Connectivity”. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols.

​

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE RELATED PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Transaction. The following questions and answers may not include all the information that is important to Chavant shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Q.Why am I receiving this proxy statement/prospectus?

There currently are 2,778,912 Ordinary Shares issued and outstanding, consisting of 778,912 Public Shares and 2,000,000 Founder Shares. In addition, there currently are 9,400,000 Warrants issued and outstanding, consisting of 6,000,000 Public Warrants and 3,400,000 Private Warrants. Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Warrants will become exercisable 30 days after the completion of a business combination, and expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation. Under Chavant’s Existing Charter, Chavant must provide all Public Shareholders with the opportunity to have their Public Shares redeemed for cash upon the consummation of Chavant’s initial business combination in conjunction with a shareholder vote.

This proxy statement/prospectus is being sent to Chavant shareholders who owned Ordinary Shares at the close of business on the record date for the Special Meeting and are therefore entitled to vote at the Special Meeting. This proxy statement/prospectus and its annexes contain important information about the proposed Transaction and the Proposals to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of Chavant with respect to the Class A Common Stock issuable to Chavant shareholders and to holders of Mobix Labs Common Stock in connection with the Transaction. However, this document does not serve as a prospectus for the shares of Class A Common Stock or Class B Common Stock that the Consenting Mobix Labs Stockholders will receive in the Transaction.

See “Chavant’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the remainder of this proxy statement/prospectus for additional information about Chavant’s Ordinary Shares, Warrants and financial condition, including with respect to events occurring after the last balance sheet date of the consolidated financial statements of Chavant included elsewhere in this proxy statement/prospectus.

Q.Why is Chavant proposing the Transaction Proposal?

Chavant received $80,000,000 in net proceeds from the sale of the Units in the Chavant IPO and sale of the Private Warrants, which was placed into the Trust Account immediately following the Chavant IPO. At an extraordinary general meeting held on July 14, 2022, Chavant shareholders were asked to approve a proposal to amend Chavant’s charter (the “First Extension Amendment”) to extend the date by which Chavant must consummate an initial business combination from July 22, 2022 to January 22, 2023. The proposal was approved and certain Chavant shareholders holding 7,046,967 Ordinary Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, $70,573,278 (approximately $10.01 per share) was deducted from the Trust Account to pay such holders. In connection with the First Extension Amendment,

Table of Contents

Chavant agreed to deposit $31,450 (at a rate of $0.033 per non-redeeming Public Share) for each subsequent monthly period needed by Chavant to complete a business combination by January 22, 2023.

At a second extraordinary general meeting on January 6, 2023, Chavant shareholders were asked to approve a further extension of the date by which Chavant must consummate an initial business combination (the “Second Extension Amendment”) from January 22, 2023 to July 22, 2023. The proposal was approved, and certain Chavant shareholders holding 96,991 Ordinary Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, $1,004,600 (approximately $10.36 per share) was deducted from the Trust Account to pay such holders. In connection with the Second Extension Amendment, Chavant agreed to deposit $42,802 (at a rate of $0.05 per non-redeeming Public Share) for each subsequent monthly period needed by Chavant to complete a business combination by July 22, 2023. At a third extraordinary general meeting on July 18, 2023, Chavant shareholders were asked to approve a further extension of the date by which Chavant must consummate an initial business combination (the “Third Extension Amendment”) from July 22, 2023 to January 22, 2024. The proposal was approved, and certain Chavant shareholders holding 77,130 Ordinary Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, $841,807 (approximately $10.91 per share) was deducted from the Trust Account to pay such holders. In connection with the Third Extension Amendment, Chavant agreed to deposit $38,946 (at a rate of $0.05 per non-redeeming Public Share) for each subsequent monthly period needed by Chavant to complete a business combination by January 22, 2024. Following the redemptions of the Public Shares described above, the 2,000,000 Founder Shares that remain outstanding represented 72.0% of the Company’s issued and outstanding ordinary shares.

As of September 30, 2023, the Trust Account had a total balance of approximately $8,676,157. In accordance with Chavant’s Existing Charter, the funds held in the Trust Account will be released upon the consummation of the Transaction. See the question entitled “What happens to the funds held in the Trust Account upon the consummation of the Transaction?”

Chavant’s Board has unanimously approved the Transaction and is recommending the Transaction to Chavant’s shareholders for a variety of reasons. Please see the section titled “The Transaction — Chavant’s Board of Directors’ Reasons for the Approval of the Transaction” for additional information.

The approval of the Domestication Proposal is a condition to the closing of the transactions contemplated by the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the Ordinary Shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Special Meeting.

Table of Contents

Table of Contents

​

Table of Contents

Chavant does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication. As discussed more fully under “Material U.S. Federal Income Tax Considerations,” Chavant believes that it is likely classified as a PFIC for U.S. federal income tax purposes. In such case, notwithstanding the U.S. federal income tax consequences of the Domestication discussed above, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of Ordinary Shares or Warrants for Class A Common Stock or Warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “Material U.S. Federal Income Tax Considerations” with respect to their Ordinary Shares generally are not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Currently, there are no elections available that apply to the Warrants, and the application of the PFIC rules to the Warrants is unclear. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the section entitled “Material U.S. Federal Income Tax Considerations.”

Each U.S. Holder of Ordinary Shares or Warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of Ordinary Shares and Warrants for Class A Common Stock and Warrants pursuant to the Domestication.

Additionally, the Domestication may cause non-U.S. Holders to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such non-U.S. Holder’s Class A Common Stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors regarding the tax consequences to them of the Domestication, including the applicability and

Table of Contents

effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see the section entitled “Material U.S. Federal Income Tax Considerations.”

“RESOLVED, as an ordinary resolution, that the Company’s entry into the Business Combination Agreement, dated as of November 15, 2022, as amended by Amendment No. 1 to the Business Combination Agreement, dated as of April 7, 2023 (copies of which are attached to the proxy statement/prospectus as Annex A-1 and Annex A-2, respectively), and as further amended or otherwise modified from time to time, by and among the Company, CLAY Merger Sub II, Inc., a Delaware corporation, and Mobix Labs, Inc., a Delaware corporation, and the transactions contemplated thereby be confirmed, ratified and approved in all respects.”

“RESOLVED, as a special resolution, that the Company be de-registered as an exempted company incorporated in the Cayman Islands pursuant to Article 47 of the Amended and Restated Memorandum and Articles of Association of the Company and the Cayman Islands Companies Act (As Revised) and be transferred by way of continuation to the State of Delaware and domesticate as a corporation in the State of Delaware.”

“RESOLVED, as a special resolution, that, the certificate of incorporation and bylaws of the Company (forms of which are annexed to the proxy statement/prospectus as Annex B-1 and Annex C), be approved as the certificate of incorporation and bylaws, respectively, of the Company, in each case to be effective upon the effectiveness of the Domestication, and that the certificate of amendment of certificate of incorporation (the form of which is annexed to the proxy statement/prospectus as Annex B-3) be approved to be filed and effective immediately following the effectiveness of the Merger.”

“RESOLVED, on a non-binding advisory basis, to eliminate various provisions in the Existing Charter applicable only to special purpose acquisition companies.”

“RESOLVED, on a non-binding advisory basis, to increase the authorized share capital from 201,000,000 shares, consisting of (a) 200,000,000 ordinary shares, par value $0.0001 per share, and (b) 1,000,000 preference shares, par value $0.0001 per share, to authorized capital stock of 300,000,000 shares, consisting of three classes: (i) 285,000,000 shares of Class A Common Stock, $0.00001 par value per share, (ii) 5,000,000 shares of Class B Common Stock, $0.00001 par value per share, and (iii) 10,000,000 shares of Preferred Stock, $0.00001 par value per share.”

“RESOLVED, on a non-binding advisory basis, to provide that the holders of Class A Common Stock are entitled to one vote per share, while the holders of Class B Common Stock are entitled to ten votes per share, and all such holders will vote together as a single class except as otherwise required by applicable law.”

Table of Contents

“RESOLVED, on a non-binding advisory basis, to provide that so long as any shares of Class B Common Stock remain outstanding, the holders of Class B Common Stock, voting as a separate class, shall be entitled to nominate and elect up to three members of the board of directors of New Mobix Labs (each, a “Class B Director”), remove any Class B Director, and fill any vacancy caused by the death, resignation, disqualification, removal or other cause of any Class B Director.”

“RESOLVED, on a non-binding advisory basis, to provide that, except for those directors, if any, elected by the holders of any series of preferred stock then outstanding pursuant to the Proposed Charter, for so long as the Board is classified, any director or the entire Board may be removed only for cause, and only by the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote, voting together as a single class.”

“RESOLVED, on a non-binding advisory basis, to provide that, in addition to any affirmative vote required by applicable law and/or the Proposed Charter, the vote of at least 66²∕₃% of the voting power of the Company’s outstanding shares of capital stock is required to amend certain provisions of the Proposed Charter.”

“RESOLVED, on a non-binding advisory basis, to provide that, in addition to any affirmative vote required by applicable law and/or the Proposed Charter, the vote of at least 66²∕₃% of the voting power of the Company’s outstanding shares of capital stock is required to amend the Proposed Bylaws.”

“RESOLVED, on a non-binding advisory basis, to provide that, the stockholders may not take action by written consent but may only take action at annual or special meetings of stockholders; provided, however, that, any action to be taken at any meeting of the holders of shares of Class B Common Stock, voting as a separate class, may be taken by written consent.”

“RESOLVED, on a non-binding advisory basis, to remove the renunciation of the corporate opportunity doctrine in the Existing Charter.”

“RESOLVED, on a non-binding advisory basis, to provide that the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, then another state or federal court located within the State of Delaware) shall be the exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of fiduciary duty owed by any director, officer or employee of the Company to the Company or the Company’s stockholders, (c) any civil action to interpret, apply or enforce any provision of the Delaware General Corporation Law, as amended, (d) any civil action to interpret, apply, enforce or determine the validity of the provisions of the Proposed Charter or the Proposed Bylaws or (e) any action asserting a claim governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law; provided, however, that the foregoing will not apply to any causes of action arising under the U.S. Securities Act of 1933, as amended, or the U.S. Securities Exchange Act of 1934, as amended.”

“RESOLVED, on a non-binding advisory basis, to change the Company’s corporate name to ‘Mobix Labs, Inc.’”

“RESOLVED, as an ordinary resolution, for purposes of complying with applicable listing rules of The Nasdaq Capital Market, that the issuance in accordance with the Business Combination Agreement and the PIPE Subscription Agreement of up to 23,500,000 shares of Common Stock to certain Mobix Labs equityholders to be allocated between shares of Class A Common Stock and Class B Common Stock plus up to 3,000,000 additional shares of Class A Common Stock that may be issued in exchange for Post-March 26 Financing Securities, up to 3,500,000 shares of Class A Common Stock to be issued as Earnout Shares to certain Mobix Labs equityholders, and up to 4,285,714 shares of Class A Common Stock to be issued to the PIPE Investor, including up to 1,285,714 Make-Whole Shares, be confirmed, ratified and approved in all respects.”

Table of Contents

“RESOLVED, as an ordinary resolution, that the Mobix Labs, Inc. 2023 Equity Incentive Plan, the form of which is attached to this proxy statement/prospectus as Annex D, be effective upon the consummation of the Transaction, be and is hereby approved and adopted.”

“RESOLVED, as an ordinary resolution, that the Mobix Labs, Inc. 2023 Employee Stock Purchase Plan, the form of which is attached to this proxy statement/prospectus as Annex E, be effective upon the consummation of the Transaction, be and is hereby approved and adopted.”

“RESOLVED, as an ordinary resolution, to elect Fabrizio Battaglia, Kurt Busch and William Carpou to serve as the initial Class I directors until the first annual meeting of the New Mobix Labs stockholders following the Closing, David Aldrich, Frederick Goerner and Keyvan Samini to serve as the initial Class II directors until the second annual meeting of the New Mobix Labs stockholders following the Closing, and Dr. Jiong Ma and James Peterson to serve as the initial Class III directors until the third annual meeting of the New Mobix Labs stockholders following the Closing, or until each of their respective successors are duly elected and qualified, or until their earlier death, resignation or removal.”

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, either (x) to permit further solicitation and vote of proxies and if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes to approve the Condition Precedent Proposals or (y) to permit withdrawals by Public Shareholders of their elections to redeem their Public Shares or to enable the Sponsor, Chavant’s directors, officers, advisors or any of their respective affiliates to undertake share purchases or other transactions for the purpose of limiting the number of Public Shares electing to redeem, in each case be confirmed, ratified and approved in all respects.”

Table of Contents

shareholders to extend the deadline for Chavant to consummate an initial business combination, then Chavant will be required to wind up, dissolve and liquidate.

The existence of financial and personal interests of Chavant’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of the Company and its shareholders and what may be best for a director’s or officer’s personal interests when determining to recommend that shareholders vote for the proposals. These conflicts of interest include, among other things, that if we do not consummate an initial business combination by January 22, 2024, we may be forced to liquidate, and the 1,580,813 Founder Shares and 2,794,332 Private Warrants owned by our Sponsor, and 1,706,031 Founder Shares beneficially owned by our directors and officers, would be worthless. See the sections entitled “Summary of the Proxy Statement/Prospectus — Interests of Certain Persons in the Transaction” for more information.

A.At the Effective Time, by virtue of the Merger:

Table of Contents

Additionally, effective as of the Effective Time:

The “Per Share Exchange Ratio” is the number obtained by dividing 23,500,000 by the fully diluted number of shares of Mobix Labs immediately prior to the Effective Time, which reflects the aggregate number of shares of Mobix Labs Common Stock issued and outstanding immediately prior to the Effective Time, the aggregate number of shares of Mobix Labs Common Stock into which the shares of Mobix Labs Preferred Stock could be converted (without regard to whether such shares of Mobix Labs Preferred Stock may then be converted in accordance with the Mobix Labs Charter), the aggregate number of shares of Mobix Labs Common Stock issuable upon exercise of outstanding options and warrants to purchase Mobix Labs Common Stock and Mobix Labs Convertible Instruments that convert into Mobix Labs Common Stock or shares of Mobix Labs Preferred Stock, and the aggregate number of shares of Mobix Labs Common Stock issuable upon vesting and settlement of outstanding Mobix Labs RSUs, which fully diluted number excludes the shares of Post-March 26 Financing Securities. “Closing Transaction Consideration” means the Aggregate Transaction Consideration minus the Earnout Shares. “Aggregate Transaction Consideration” means a number of shares of Common Stock equal to (a) the quotient obtained by dividing (i) the assumed value of Mobix Labs in an amount equal to $235 million by (ii) $10.00 plus (b) a number of shares of Class A Common Stock equal to (i) the Per Share Exchange Ratio multiplied by (ii) the number of shares of Post-March 26 Financing Securities plus (c) the number of shares of Class A Common Stock comprising the Earnout Shares. The estimated maximum number of additional shares that may be issued in exchange for the Post-March 26 Financing Securities is 3,000,000, and this estimate is provided solely for the purpose of registering a maximum amount of shares under the registration statement on Form S-4 of which this proxy statement/prospectus forms a part. As of October 31, 2023, the number of additional shares of Class A Common Stock that would be issued in exchange for the Post- March 26 Financing Securities is 2,765,886.

Table of Contents

If a Public Shareholder exercises its redemption rights, such exercise will not result in the loss of any Public Warrants that it may hold. We cannot predict the ultimate value of the Warrants following the consummation of the Transaction, but assuming that all 778,912 Ordinary Shares held by our Public Shareholders were redeemed (maximum redemption scenario), the 6,000,000

Table of Contents

retained outstanding Public Warrants would have an aggregate value of $127,200, based on the price per Public Warrant of $0.0212 on October 30, 2023. In addition, on October 30, 2023, the price per Ordinary Share closed at $11.08.

If the Class A Common Stock is trading above the exercise price of $11.50 per warrant, the warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable). This in turn increases the risk to the non-redeeming Public Shareholders that the warrants will be exercised, which would result in immediate dilution to the non-redeeming Public Shareholders.

The tables below illustrate the anticipated relative ownership of Public Shareholders, the Initial Shareholders (being the Sponsor, the directors and officers of Chavant and the Representatives’ designees), the PIPE Investor and Mobix Labs equityholders upon completion of the Transaction and the PIPE Private Placement without and after giving effect to the additional dilution that may be caused by the issuance of additional shares in exchange for Post-March 26 Financing Securities, the issuance of Earnout Shares, the issuance of the Make-Whole Shares, the exercise of the outstanding Public Warrants or Private Warrants, the extension of Working Capital Loans under the Chavant Promissory Notes and the exercise of any Warrants convertible from the Working Capital Loans, any issuance upon the exercise of the Assumed Options or the vesting of the Assumed RSUs or pursuant to the 2023 Equity Incentive Plan or the 2023 Employee Stock Purchase Plan under a no redemption scenario and a maximum redemption scenario. In the no redemption scenario as described below in the sensitivity table, the residual equity value owned by the non-redeeming Public Shareholders is assumed to be the deemed value of $10.00 per share and the implied total equity value of New Mobix Labs following the Transaction, assuming no dilution from any additional dilution sources described in the table below, would be $289.2 million. As a result of the redemption amount in the maximum redemption scenario as described below in the sensitivity table, the implied total equity value of New Mobix Labs following the Transaction, assuming no dilution from any additional dilution sources described in the table below, would be $281.4 million in the maximum redemption scenario. These amounts are based solely on an assumed value of $10.00 per share and do not reflect a third-party valuation nor a prediction of the future value of the Mobix Labs Common Stock. Additionally, the sensitivity table below sets forth the potential additional dilutive impact of each of the additional dilution sources in each redemption scenario, as described further in Notes 10 through 18 below. Stockholders will experience additional dilution to the extent New Mobix Labs issues any such additional shares after the Closing.

​

Table of Contents

Note: Percentages may not sum due to rounding.

​

Table of Contents

Post-Redemptions in the No Redemption Scenario and the Maximum Redemption Scenario plus the full exercise of the applicable maximum number of Warrants at $11.50 per share for a total cash exercise price of $69 million in the row entitled “Public Warrants,” $39.1 million in the row entitled “Private Warrants,” or $17.25 million in the row entitled “Working Capital Loans,” respectively.

Table of Contents

The numbers of shares and percentage interests set forth in the tables above are based on a number of assumptions described in the footnotes to the tables and that neither Chavant nor Mobix Labs issues any additional equity securities prior to the Transaction. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different.

Q.Will Chavant obtain new financing in connection with the Transaction?

Table of Contents

Pursuant to the PIPE Subscription Agreement, Chavant agreed to issue the Make-Whole Shares to the PIPE Investor in the event that the Adjustment Period VWAP is less than $10.00 per share (as adjusted for any stock split, reverse stock split or similar adjustment following the Closing). In such case, the PIPE Investor will be entitled to receive a number of Make-Whole Shares equal to the product of (x) the number of shares of Class A Common Stock issued to the PIPE Investor at the closing of the subscription and held by the PIPE Investor through the end of a 30-day period that begins on the date that is 30 days after the effective date of the PIPE Resale Registration Statement multiplied by (y) a fraction, (A) the numerator of which is $10.00 (as adjusted for any stock split, reverse stock split or similar adjustment following the Closing) minus the Adjustment Period VWAP and (B) the denominator of which is the Adjustment Period VWAP. In the event that the Adjustment Period VWAP is less than $7.00, the Adjustment Period VWAP will be deemed to be $7.00.

For more information about the PIPE Subscription Agreement, see the section entitled “Certain Agreements Related to the Transaction — PIPE Subscription Agreement.”

In addition, in connection with the Transaction and subject to the terms in the Business Combination Agreement, both Chavant and Mobix Labs have agreed to use commercially reasonable efforts to conduct and complete additional Financing Arrangements, including private placements of securities of Chavant and Mobix Labs or similar financing arrangements.

Q.Who will be the officers and directors of the Company if the Transaction is consummated?

Immediately following the consummation of the Transaction, Chavant expects that the current senior management of Mobix Labs will comprise the senior management of New Mobix Labs.

See “Management of New Mobix Labs After the Transaction” for additional information.

Table of Contents

Table of Contents

To the extent any such purchases by the Sponsor, Chavant’s directors, officers, advisors or any of their respective affiliates are made in situations in which the tender offer rules restrictions on purchases apply, Chavant will disclose in a Current Report on Form 8-K prior to the Special Meeting the following: (i) the number of Public Shares purchased outside of the redemption offer, along with the purchase price(s) for such Public Shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the likelihood that the Condition Precedent Proposals will be approved; (iv) the identities of the equityholders who sold to the Sponsor, Chavant’s directors, officers, advisors or any of their respective affiliates (if not purchased on the open market) or the nature of the equityholders (e.g., 5% security holders) who sold such Public Shares; and (v) the number of Public Shares for which Chavant has received redemption requests pursuant to its redemption offer.

The purpose of such share purchases and other transactions would be to increase the likelihood of limiting the number of Public Shares electing to redeem.

If such transactions are effected, the consequence could be to cause the Condition Precedent Proposals to be approved in circumstances where such approval could not otherwise occur. Consistent with guidance of the SEC, purchases of shares by the persons described above would not be permitted to be voted for the Condition Precedent Proposals at the Special Meeting and could decrease the chances that the Condition Precedent Proposals would be approved. In addition, if such purchases are made, the public “float” of Chavant’s securities and the number of beneficial holders of Chavant’s securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of Chavant’s securities on a national securities exchange.

Chavant hereby represents that any public shares purchased by the Sponsor, its directors, officers, advisors or any of their respective affiliates in situations in which the tender offer rules restrictions on purchases would apply would not be voted in favor of approving the Condition Precedent Proposals.

Table of Contents

Table of Contents

In addition, with respect to the members of management of Mobix Labs who have been nominated to serve on the New Mobix Labs Board in connection with the Transaction, you should review the information set forth under “Mobix Labs’ Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management of New Mobix Labs.”

Table of Contents

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time prior to the time the vote is taken with respect to the Transaction Proposal at the Special Meeting. If you deliver your shares for redemption to Chavant’s

Table of Contents

transfer agent and later decide prior to the Special Meeting not to elect redemption, you may request that Chavant’s transfer agent return the shares (physically or electronically). You may make such request by contacting Chavant’s transfer agent at the address listed under the question “Who can help answer my questions?” below.

Any written demand of redemption rights must be received by Chavant’s transfer agent at least two (2) business days prior to the vote taken on the Transaction Proposal at the Special Meeting. No demand for redemption will be honored unless the holder’s shares (and share certificates (if any) and other redemption forms) have been tendered or delivered (either physically or electronically) to the transfer agent.

If you are a holder of Public Shares (including through the ownership of Units) and you exercise your redemption rights, it will not result in the loss of any Warrants that you may hold (including those contained in any Units you hold). Your Warrants will become exercisable to purchase one share of Class A Common Stock for a purchase price of $11.50 beginning 30 days after consummation of the Transaction.

Additionally, because the Domestication will occur immediately prior to the redemption of any Public Shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “Material U.S. Federal Income Tax Considerations.”

All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q.If I hold Units, can I exercise redemption rights with respect to my Units?

Q.What happens to the funds held in the Trust Account upon the consummation of the Transaction?

Table of Contents

Transaction, to the extent not otherwise paid prior to the Closing. Any additional funds available for release from the Trust Account will be used for working capital and general corporate purposes of New Mobix Labs following the Transaction.

Chavant’s Existing Charter does not provide a specified maximum redemption threshold.

If, as a result of the termination of the Business Combination Agreement or otherwise, Chavant is unable to complete a business combination by January 22, 2024 or obtain the approval of Chavant shareholders to extend the timeline for Chavant to consummate an initial business combination, Chavant’s Existing Charter provides that Chavant will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of the outstanding Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Chavant’s remaining shareholders and Chavant’s board of directors, liquidate and dissolve, subject, in each case, to Chavant’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. See the sections entitled “Risk Factors — Risks Related to Chavant and the Transaction — We may not be able to consummate an initial business combination by January 22, 2024, in which case we would cease all operations except for the purpose of winding up, and we would redeem our Public Shares and liquidate” and “— Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.” The Initial Shareholders have waived any right to any liquidation distribution with respect to their Ordinary Shares.

In the event of liquidation, there will be no distribution with respect to outstanding Warrants, and the Warrants will expire worthless.

For a description of the conditions to the completion of the Transaction, see the section entitled “Proposal No. 1 — The Transaction Proposal — The Business Combination Agreement — Conditions to Closing.”

Table of Contents

Voting by Mail.  By signing the proxy card and returning it in the enclosed postage-paid envelope, you are authorizing the individuals named on the proxy card to vote your Ordinary Shares at the Special Meeting in the manner you indicate. Chavant encourages you to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by [                  ] Eastern Time on [                      ], 2023.

Voting at the Special Meeting via the Virtual Meeting Platform.  If you are a holder of record of our shares, you may vote in person online at the Special Meeting or by submitting a proxy for the Special Meeting. You may access the Special Meeting online at https://www.cstproxy.com/chavantcapital/sm2023. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting via live webcast. Whether or not you plan to attend the Special Meeting in person online, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Special Meeting and vote in person online if you have already voted by proxy.

If you do not have your 12-digit meeting control number, contact Continental Stock Transfer & Trust Company at +1 917-262-2373 or e-mail Continental Stock Transfer & Trust Company at proxy@continentalstock.com. Please note that you will not be able to physically attend the Special Meeting in person but may attend the Special Meeting in person online by following the instructions below.

You can pre-register to attend the Special Meeting in person online. Enter the URL address into your browser, and enter your 12-digit meeting control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. Prior to or at the start of the Special Meeting you will need to re-log in using your 12-digit meeting control number and will also be prompted to enter your 12-digit meeting control number if you vote in person online during the Special Meeting. The Company recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. For additional information, please see the section entitled “Extraordinary General Meeting.”

Table of Contents

As of the record date for the Special Meeting, 1,389,457 Ordinary Shares would be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person (which would include presence at a virtual meeting) at the Special Meeting. The holders of a majority of the outstanding and issued shares (being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy) shall be a quorum. If there is no quorum, a majority of the shares represented by shareholders present at the Special Meeting or by proxy may authorize adjournment of the Special Meeting to another date.

Table of Contents

Q.Who will solicit and pay the cost of soliciting proxies?

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Tel: +1 (800) 662-5200 (toll-free) or

+1 (203) 658-9400 (banks and brokers can call collect)

Email: CLAY.info@investor.morrowsodali.com

You may also contact Chavant at:

Chavant Capital Acquisition Corp.

445 Park Avenue, 9th Floor

New York, NY 10022

Attention: Secretary

To obtain timely delivery, Chavant’s shareholders and warrant holders must request the materials no later than five business days prior to the Special Meeting.

You may also obtain additional information about Chavant from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Chavant’s transfer agent prior to 5:00 p.m., Eastern Time, on the second business day prior to the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

​

​

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding Chavant’s, Chavant’s management team’s, Mobix Labs’ and Mobix Labs’ management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the views of Chavant or Mobix Labs as of any subsequent date, and Chavant and Mobix Labs prior to the Transaction, and New Mobix Labs following the Transaction, undertake no obligations to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, the actual results or performance of Chavant and Mobix Labs prior to the Transaction, and of New Mobix Labs following the Transaction, may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

​

RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. The following risk factors apply to the business and operations of Mobix Labs and will also apply to the business and operations of New Mobix Labs following the completion of the Transaction. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Transaction, and may have an adverse effect on the business, cash flows, financial condition and results of operations of the post-combination company. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Chavant or Mobix Labs may face additional risks and uncertainties that are not presently known to Chavant or Mobix Labs, or that Chavant or Mobix Labs currently deems immaterial, which may also impair Chavant’s or Mobix Labs’ business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to Mobix Labs’ Business and Industry

Mobix Labs is an early-stage company, and its limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter.

Mobix Labs has been focused on developing semiconductor products since its inception in 2020 and expanded its operations to sales of connectivity products in 2021. This limited operating history makes it difficult to evaluate Mobix Labs’ future prospects and the risks and challenges it may encounter. Risks and challenges Mobix Labs has faced or expects to face include, but are not limited to, its ability to:

If Mobix Labs fails to address the risks and difficulties that it faces, including those associated with the challenges listed above as well as those described elsewhere in this “Risks Related to Mobix Labs’ Business and Industry” section, its business, financial condition and results of operations could be adversely affected. Further, because Mobix Labs has limited historical financial data and operates in a rapidly evolving and highly competitive market, any predictions about its future revenue and expenses may not be as accurate as they would be if Mobix Labs had a longer operating history or operated in a more predictable market. Mobix Labs has encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If Mobix Labs’ assumptions regarding these risks and uncertainties, which it uses to plan and operate its business, are incorrect or change, or if it does not address these risks successfully, its results of operations could differ materially from its expectations and its business, financial condition and results of operations could be adversely affected.

We cannot predict whether Mobix Labs will succeed in generating revenue growth or whether it will ever achieve profitability. Mobix Labs’ forecasts and projections that were initially presented to Chavant’s board of directors were based upon assumptions, analyses and internal estimates developed by its management that were intended to reflect Mobix Labs’ management’s views as of the time they were prepared and presented. However, the assumptions underlying these forecasts have not proven to be correct, and Mobix Labs’ actual operating results have been, and Mobix Labs’ management expects that they will continue to be, significantly less favorable than those forecasted or projected.

We cannot predict whether Mobix Labs will succeed in generating revenue growth or whether it will ever achieve profitability. In connection with its initial approval of the Transaction in November 2022, Chavant’s board of directors considered forecasts and projections for Mobix Labs, and these forecasts and projections were subject to significant uncertainty and were based on assumptions, analyses and estimates developed by its management, with reference to industry publications and reports or other publicly available information. These included assumptions, analyses and estimates about, among others, the commercialization timeline of its semiconductor products, the expected size and growth rate of the markets which it seeks to serve, the speed and scope of the commercial adoption of 5G technology, market demand, the cost of operating its business, and the timeline and potential benefits of completing the Transaction and the potential acquisition of EMI Solutions, all of which have been, and continue to be, subject to a wide variety of business, regulatory and competitive risks and uncertainties, many of which are beyond Mobix Labs’ control. Certain of these assumptions, analyses and estimates have already proven incorrect. Moreover, such forecasts and projections have been largely superseded by the actual results of Mobix Labs for the nine months ended June 30, 2023, which were materially lower than the prospective results in such forecasts and projections.

In particular, in preparing these forecasts and projections, Mobix Labs’ management assumed an earlier date for the completion of the Transaction than what is currently expected and, accordingly, an earlier date for the receipt of funds to invest in the development of its products and its operations and to obtain finished goods to satisfy existing and outstanding customer orders. Mobix Labs’ forecasts and projections also assumed that the acquisition of EMI Solutions would be closed in the fourth quarter of the calendar year 2022. As discussed in the section entitled, “Information About Mobix Labs — Potential Strategic Acquisition of EMI Solutions,” the acquisition of EMI Solutions has not yet closed and may not be completed. While Mobix Labs expects the acquisition of EMI Solutions to close in the fourth quarter of calendar year 2023, there can be no assurance that this timeline will be met. In addition, Mobix Labs’ revenue has been, and will continue to be, adversely impacted by Mobix

Labs’ inability to obtain sufficient finished goods to fill customer orders for its connectivity products and to maintain or increase its profit margins for its connectivity products due to manufacturing limitations, replacement costs and its capital constraints. Accordingly, Mobix Labs’ actual operating results have been, and Mobix Labs’ management expects that they will continue to be, significantly less favorable than those forecasted or projected, and Chavant’s board of directors determined that such forecasts and projections were no longer reliable for, and therefore should not be considered in, its continued evaluation of the Transaction. See “Proposal No. 1 — The Transaction Proposal — The Transaction — Chavant’s Board of Directors’ Reasons for the Approval of the Transaction — Additional Considerations.”

Mobix Labs has incurred losses in the operation of its business and anticipates that its expenses, including those related to research and development activities for the development of semiconductor products, will increase and that it will continue to incur losses in the near future. Mobix Labs may never achieve or sustain profitability.

Since inception, Mobix Labs has incurred operating losses and negative cash flows, primarily as a result of its ongoing investment in product development. For the nine months ended June 30, 2023 and 2022, Mobix Labs incurred net losses of $32.5 million and $16.3 million, respectively, and as of June 30, 2023, Mobix Labs had an accumulated deficit of $76.7 million. For the fiscal years ended September 30, 2022 and 2021, Mobix Labs incurred net losses of $23.9 million and $20.0 million, respectively, and as of September 30, 2022, Mobix Labs had an accumulated deficit of $44.1 million. Since June 30, 2023, Mobix Labs has continued to incur net losses, and Mobix Labs expects it will continue or increase expenses related to research and development activities and continue to incur operating losses and negative cash flows from operations for the foreseeable future.

Mobix Labs may never achieve profitability or generate sufficient revenues to sustain itself. Even if Mobix Labs introduces its semiconductor products to market, increases its connectivity revenue and executes its acquisition strategy, it may continue to incur substantial losses for reasons, including lack of demand for its products, increasing competition, challenging macroeconomic conditions, regulatory changes and other risks discussed herein.

There is substantial doubt concerning Mobix Labs’ ability to continue as a going concern.

As described in the preceding risk factor, Mobix Labs expects that it will continue to incur operating losses and negative cash flows from operations for the foreseeable future and will need to raise additional debt or equity financing to fund its operations. Mobix Labs believes that there is a substantial doubt concerning its ability to continue as a going concern. In addition, Mobix Labs’ independent registered public accounting firm included an explanatory paragraph in its report on Mobix Labs’ financial statements included elsewhere in this proxy statement/prospectus as to the substantial doubt concerning Mobix Labs’ ability to continue as a going concern.

As of the date of the issuance of Mobix Labs’ financial statements included elsewhere in this proxy statement/prospectus, Mobix Labs does not have sufficient funds to meet its operating needs and satisfy its obligations beyond November 2023. Mobix Labs is in discussions with multiple financing sources to attempt to secure financing by the end of November 2023. There are no assurances that Mobix Labs will be able to obtain financing on acceptable terms, or at all, to provide the necessary interim funding to continue its operations and satisfy its obligations. Without such additional funding, Mobix Labs will not be able to continue operations. In addition, to the extent Mobix Labs is able to obtain such additional funding, such additional funding may result in the issuance of Post-March 26 Financing Securities, which will result in incremental dilution to Chavant’s shareholders.

Mobix Labs is pursuing the consummation of the Transaction with Chavant under the Business Combination Agreement. In connection with the Transaction, Mobix Labs will seek to raise approximately $30.0 million of gross proceeds, prior to transaction costs, under the PIPE Private Placement. There is no certainty that Mobix Labs will be able to complete the Transaction or the PIPE Private Placement on a timely basis, or at all.

Although management continues to pursue obtaining additional financing and consummating the Transaction and related PIPE Private Placement, there can be no assurance that such financing will be obtained or that the transactions will be successfully completed. If such efforts are not completed, or if such transactions are successfully completed but do not provide adequate financing, Mobix Labs may be required to reduce operating expenditures which could adversely affect its business prospects or Mobix Labs may be unable to continue operations.

Any such events would have a material adverse effect on Mobix Labs’ financial position, results of operations, cash flows, and ability to achieve its intended business objectives.

Mobix Labs may be unable to meet its future capital requirements, including capital required for continued investments to reach first production and revenue from its wireless solutions for mmWave 5G and C-band applications, which could limit its ability to grow and jeopardize its ability to continue its business operations.

In addition to its immediate liquidity needs described above, Mobix Labs operates in a capital-intensive industry, which requires significant cash to fund its operations on an ongoing basis, including research and development. Mobix Labs expects its capital expenditures to continue to be significant for the foreseeable future as it continues to develop and grow its business and commercialize its semiconductor products. While the Company is currently generating revenue from its connectivity products, Mobix Labs’ cash liquidity needs to commercially launch its semiconductor products and solutions and its cash liquidity needs after the launch of such semiconductor products will depend on the extent to which Mobix Labs’ actual costs vary from Mobix Labs’ estimates and Mobix Labs’ ability to control these costs and raise additional funds. Mobix Labs’ semiconductor products may never achieve commercial success and may not compete effectively with its competitors’ products. Any challenges in supplier re-engagements, delays in ramping capacity or labor or for sales and service engagements, rising prices of materials, or ongoing global supply chain disruptions may also increase the need for additional capital to launch Mobix Labs’ semiconductor products on time or may delay the launch of those products. Apart from such semiconductor solutions for mmWave 5G and C-band applications, additional capital may be required to fund Mobix Labs’ acquisition strategy, operations, research, development and design efforts for Mobix Labs’ prospective products, such as semiconductor products for 6G and other next generation communication standards. In the future, the particular funding mechanisms, terms, timing and amounts are dependent on Mobix Labs’ assessment of opportunities available in the marketplace and the circumstances of the business at the relevant time.

Mobix Labs may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from financial institutions or governmental organizations. Mobix Labs cannot be certain that additional funds will be available on favorable terms when required, or at all, and any such financing may dilute Mobix Labs’ stockholder value. If Mobix Labs is unable to obtain funding in a timely manner or on commercially acceptable terms, or at all, its financial condition, results of operations, business and prospects could be materially and adversely affected.

Mobix Labs will need to raise additional capital in the future in order to execute its business plan, which may not be available on terms acceptable to Mobix Labs, or at all. Any fund-raising that involves the sale and issuance of equity securities can substantially dilute existing stockholders.

In the future, Mobix Labs will require additional capital to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances, and it may determine to engage in equity or debt financings or enter into credit facilities for other reasons. In order to further business relationships with current or potential customers or partners, Mobix Labs may issue equity or equity-linked securities to such current or potential customers or partners. Mobix Labs may not be able to timely secure additional debt or equity financing on favorable terms, or at all. If Mobix Labs raises additional funds through the issuance of equity or convertible debt or other equity-linked securities or if it issues equity or equity-linked securities to current or potential customers to further business relationships, its existing stockholders could experience significant dilution. In addition, if Mobix Labs raises any such funds through the issuance of Post-March 26 Financing Securities, such issuance will also result in incremental dilution to Chavant’s shareholders, and that dilution could be significant. Any debt financing obtained by Mobix Labs in the future may involve restrictive covenants limiting its capital raising activities and other financial and operational matters, which may make it more difficult for Mobix Labs to obtain additional capital and to pursue business opportunities, including potential acquisitions. If Mobix Labs is unable to obtain adequate financing or financing on terms satisfactory to Mobix Labs, when Mobix Labs requires it, Mobix Labs’ ability to continue to grow or support its business and to respond to business challenges could be significantly limited.

Mobix Labs relies in part on its customers to design its semiconductor products. The nature of the design process requires Mobix Labs to incur expenses upfront, before customers commit to use its products and before Mobix Labs recognizes revenue from those expenses, which may adversely affect its financial results.

One of Mobix Labs’ primary focuses in commercializing its semiconductor products is on winning competitive bid selection processes, known as “design wins,” to develop components and solutions for use in its customers’ products. Mobix Labs devotes significant time and resources to working with its customers’ system designers to understand their future needs and to provide products that Mobix Labs believes will meet those needs, and these bid selection processes can be lengthy. If a customer’s system designer initially chooses a competitor’s product, it becomes significantly more difficult for Mobix Labs to sell its products for use in that system because changing suppliers can involve significant cost, time, effort and risk for Mobix Labs’ customers. Thus, Mobix Labs’ failure to win a competitive bid can result in its foregoing revenues from a given customer’s product line for the life of that

product. In addition, design opportunities may be infrequent or delayed. Mobix Labs’ ability to compete in the future will depend, in large part, on its ability to design products to ensure compliance with its potential customers’ specifications. Mobix Labs expects to invest significant time and resources and to incur significant expenses to design its products to ensure compliance with relevant specifications.

Mobix Labs often incurs significant expenditures in the development of a new product without any assurance that its customers’ system designers will select its product for use in their applications. Mobix Labs often is required to anticipate which product designs will generate demand in advance of its customers expressly indicating a need for that particular design. Even if Mobix Labs’ customers’ system designers select its products, a substantial period of time will elapse before Mobix Labs generates revenues related to the significant expenses it has incurred.

The reasons for this delay generally include the following elements of Mobix Labs’ product sales and development cycle timeline and related influences:

The resources devoted to product development and sales and marketing may not generate material revenue for Mobix Labs, and from time to time, Mobix Labs may need to write off excess and obsolete inventory if it has produced products in anticipation of expected demand. Mobix Labs may spend resources on the development of products that its customers may not adopt. If Mobix Labs incurs significant expenses and investments in inventory that it is not able to recover, and it is not able to compensate for those expenses, Mobix Labs’ operating results will be adversely affected. In addition, if Mobix Labs sells its products at reduced prices in anticipation of cost reductions but still holds higher cost products in inventory, its operating results would be harmed.

Additionally, even if system designers use Mobix Labs’ products in their systems, Mobix Labs’ systems may not be commercially successful, and Mobix Labs may not receive significant revenue from the sales of its products for those systems. As a result, Mobix Labs may be unable to accurately forecast the volume and timing of its orders and revenues associated with any new product introductions, which could lead to volatility or material decreases in its revenues and materially adversely affect its results of operations and financial condition.

Mobix Labs’ semiconductor products are in development with several target customers, and it does not expect to commence sale of these products until the second half of calendar year 2024, subject to its ability to raise additional capital. If Mobix Labs’ target customers are unable to successfully develop and commercialize their wireless products and solutions, or experience significant delays in doing so, the commercialization of Mobix Labs’ semiconductor products may be delayed and Mobix Labs’ business, financial condition and results of operations will be materially adversely affected.

Mobix Labs’ growth depends on successfully developing and commercializing its semiconductor products and solutions. Mobix Labs’ semiconductor products and solutions are currently being developed and tested with several target customers, but it has not yet sold any semiconductor products. Although Mobix Labs expects to commence sale of its semiconductor products in the second half of calendar year 2024, this target is subject to Mobix Labs’ ability to raise additional capital, including through the completion of the Transaction. See “—Mobix Labs may be unable to meet its future capital requirements, including capital required for continued investments to reach first production and revenue from its wireless solutions for mmWave 5G and C-band applications, which could limit its ability to grow and jeopardize its ability to continue its business operations.”

There is no contractual commitment on the part of any target customer to select Mobix Labs’ semiconductor products and solutions or when it will start to do so. As the commercialization of Mobix Labs’ semiconductor products depends greatly on its target customers’ incorporation of Mobix Labs’ semiconductor products and the target customers’ successful development and commercialization of their wireless products, if Mobix Labs’ target customers delay or cancel their development programs or eventually do not select Mobix Labs’ products and solutions, Mobix Labs may not be able to commercialize its products in the timeframe it currently expects.

If products incorporating Mobix Labs’ wireless technology are launched commercially but do not achieve widespread market acceptance, Mobix Labs will not be able to generate the revenue necessary to support its business.

The following factors, among others, may affect the level of market acceptance of Mobix Labs’ semiconductor products:

If Mobix Labs is unable to achieve or maintain market acceptance of its technology, and if its products do not win widespread market acceptance, Mobix Labs’ business will be significantly harmed.

Some of Mobix Labs’ customers require its semiconductor products to undergo a lengthy and expensive qualification process, which does not assure product sales. If Mobix Labs is unsuccessful or delayed in qualifying these products with a customer, its business and operating results would suffer.

Prior to purchasing Mobix Labs’ products, some of its customers, including almost all of the target customers of Mobix Labs’ semiconductor products, require that Mobix Labs’ products and solutions undergo extensive qualification processes, which involve testing of the products and solutions in the customers’ systems, as well as testing for reliability. This qualification process can take several months, and qualification of a product by a customer does not assure any sales of the product to that customer. Even after successful qualification and sales of a product to a customer, a subsequent revision in Mobix Labs’ third-party contractors’ manufacturing process or its selection of a new supplier may require a new qualification process with the customers, which may result in delays or in its holding excess or obsolete inventory. After Mobix Labs’ products are qualified, it can take several months or more before the customer commences volume production of components or systems that incorporate Mobix Labs’ products. Despite these uncertainties, Mobix Labs devotes substantial resources, including design, engineering, sales, marketing and management efforts, to qualify its products with customers in anticipation of sales. If Mobix Labs is unsuccessful or delayed in qualifying these products with a customer, sales of the products to the customer may be precluded or delayed, which may impede Mobix Labs’ growth and cause its business to suffer.

Markets for Mobix Labs’ 5G products are still developing and may not develop at the speed and scale as expected.

The markets for Mobix Labs’ products designed for the 5G network are relatively new and still developing, which makes Mobix Labs’ business and future prospects difficult to evaluate, and thus the estimates and forecasts of total addressable market (“TAM”) and serviceable addressable market (“SAM”) included in this proxy statement/prospectus are subject to significant uncertainty. Mobix Labs and its customers are pursuing opportunities in markets that are undergoing rapid changes, including technological and regulatory changes, and it is difficult to predict the timing and size of the opportunities. Many of the wireless and wired applications Mobix Labs and its customers are working towards commercializing require complex technology and are subject to uncertainties with respect to, among other things, the heavy capital investment required to commercialize those applications, the competitive landscape, the rate of consumer acceptance and the impact of current or future regulations. Regulatory, safety or reliability developments, many of which are outside of Mobix Labs and its customers’ control, could also cause delays or otherwise impair commercial adoption of new technologies and solutions, which may adversely affect Mobix Labs’ growth.

This proxy statement/prospectus contains estimates and forecasts concerning the markets of wireless and wired applications Mobix Labs believes its products and solutions can serve, including estimates of the TAM and SAM of these markets, that are based on industry publications and reports or other publicly available information as well as Mobix Labs management’s estimates and expectations. These estimates and forecasts involve a number of assumptions and limitations and are subject to significant uncertainty,

and you are cautioned not to give them undue weight. Industry surveys and publications generally state that the information contained therein has been obtained from sources believed to be reliable, but those sources may not be accurate and complete. Mobix Labs’ estimates and forecasts are based on a variety of assumptions, including assumptions regarding market acceptance of its and its customers’ products and solutions and the manner in which the 5G technology and the new and rapidly evolving markets will develop. While Mobix believes its assumptions and the data underlying its estimates and forecasts are reasonable, these assumptions and estimates may not be correct, and the conditions supporting its assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, its estimates and forecasts may prove to be incorrect. If third-party or internally generated data prove to be inaccurate or Mobix Labs makes errors in its assumptions based on that data, the TAM and SAM for its products and solutions may be smaller than it has estimated, its future growth opportunities and sales growth may be smaller than it estimates, and its future business, results of operations and financial condition may be adversely affected.

In addition, Mobix Labs’ semiconductor products have not been commercialized. It is difficult to predict customer acceptance and demand for Mobix Labs’ semiconductor products and solutions, customer retention and expansion rates, the entry of competitive products or the success of existing competitive products. As Mobix Labs develops its semiconductor products, it faces the risk that potential customers may not value or be willing to bear the cost of incorporating its products into their product offerings, particularly if they believe their customers are satisfied with prior offerings. Even if they believe Mobix Labs’ products contain improved features or allow superior performance, potential customers may be unwilling to adopt Mobix Labs’ products due to design or pricing constraints. Because of the extensive time and resources that Mobix Labs is investing in developing its semiconductor products, if it is unable to sell its semiconductor products and new generations of such products, Mobix Labs may continue to incur losses, and its business, financial condition, results of operations and growth prospects would be negatively affected.

If Mobix Labs is unable to manage and expand its growth or execute its growth strategies effectively, its business and prospects may be materially and adversely affected.

Mobix Labs may not be able to scale its business quickly enough to meet customer and market demand, which could result in lower profitability or cause it to fail to execute on its business strategies. In order to grow its business, Mobix Labs will need to continue to evolve and scale its business and operations to meet customer and market demand. Evolving and scaling its business and operations places increased demands on Mobix Labs’ management as well as its financial and operational resources to:

If Mobix Labs cannot evolve and scale its business and operations effectively, it may not be able to execute its business strategies in a cost-effective manner, and its business, financial condition, profitability and results of operations could be adversely affected.

The markets for Mobix Labs’ semiconductor products and solutions are highly competitive, and some market participants have substantially greater resources. Mobix Labs competes against both established competitors and new market entrants with respect to, among other things, cost, technology and engineering resources.

The markets for semiconductor products and solutions are highly competitive. Large companies such as Qualcomm Inc., NXP Semiconductors, N.V., Qorvo, Inc., Skyworks Solutions, Inc., and Analog Devices Inc. have all offered products to address the radio frequency and mixed-signal portion of the 5G radios for connected devices. There are also a number of smaller companies looking to capitalize on the 5G market as well. These include companies such as Anokiwave, Otava Inc., Movandi Corporation and Mixcomm, which was acquired by Sivers Semiconductors. Mobix Labs’ future success in commercializing its semiconductor products and solutions will depend on whether it can deliver the technology, products and solutions solving its target customers’ engineering challenges and continue to develop semiconductor products and solutions in a timely manner and whether it can stay ahead of existing and new competitors. Mobix Labs’ competitors are numerous, and they compete with Mobix Labs directly by offering semiconductor products and solutions and indirectly by attempting to solve some of the same challenges with different technologies. Some of Mobix Labs’ existing competitors and potential new competitors have longer operating histories, greater name recognition, more established customer bases and significantly greater financial, technical, research and development, marketing and other resources than Mobix Labs does. As a result, Mobix Labs’ competitors may be able to respond more quickly and effectively than Mobix Labs can to new or changing opportunities, technologies, standards or customer requirements. In some cases, Mobix Labs’ competitors may be better positioned to initiate or withstand substantial price competition, and Mobix Labs may have to reduce its pricing to retain existing business or obtain new business. If Mobix Labs is not able to maintain favorable pricing for its products and solutions, its profit margin and profitability could suffer. In addition, if a prospective customer is currently using a competing solution, the customer may be unwilling to switch to Mobix Labs’ solution without incentives. Certain existing and new competitors may be better positioned to acquire competitive solutions, effectively negotiate other strategic relationships and take advantage of acquisition or other similar expansion opportunities. Competitors may also establish relationships or form alliances that could be detrimental to Mobix Labs’ competitive position.

Increased competition may result in pricing pressure and reduced margins and may impede Mobix Labs’ ability to increase the sales of its products or cause it to lose market share, any of which will adversely affect its business, results of operations and financial condition. Any failure to maintain existing relationships with target customer and channel partners, or otherwise to successfully compete, would also have a material adverse effect on its business, financial condition and results of operations

Mobix Labs has historically generated a substantial portion of its revenues from one connectivity customer and expects that it will generate revenue from a limited number of customers in the near future; and the loss of any key customer could have a material adverse effect on its business.

Mobix Labs has generated a substantial portion of its revenues from the sale of its connectivity products to a global provider of video and phone solutions, as described in “Information About Mobix Labs — Customer Concentration.” This customer purchases connectivity products from Mobix Labs on a purchase order basis, and Mobix Labs does not have a long-term contract or commitment from this customer. The loss of this customer would have a material adverse impact on Mobix Labs’ results of operations and financial condition.

Mobix Labs is actively pursuing opportunities to integrate its semiconductor products and solutions into original equipment manufacturers’ (“OEM”) and original design manufacturers’ (“ODM”) development programs and wireless solutions. If Mobix Labs wins a competitive bid for a wireless application that has a wide market adoption, including for example, in the communication infrastructure area, that may allow Mobix Labs to generate significant revenue from a given customer’s product line for the life of that product. However, it usually requires a long sales cycle to engage a wireless customer and the engagement process is full of uncertainties. Mobix Labs expects to have a limited number of customers that are primarily OEMs and ODMs after its semiconductor products and solutions are commercialized, and the loss of any of these customers would have material adverse impact on Mobix Labs’ results of operations and financial condition.

Mobix Labs’ plan to add incremental revenues and diversify its connectivity customer base through the acquisition of EMI Solutions may not be successful, and the acquisition agreement is subject to significant conditions that could lead to its termination.

As described in “Information About Mobix Labs — Potential Strategic Acquisition of EMI Solutions,” Mobix Labs has entered into an agreement to acquire EMI Solutions, which has existing customers and would enable Mobix Labs to add additional revenue from the connectivity products that EMI Solutions offers to its customers.

Mobix Labs has not yet completed its acquisition of EMI Solutions, and while Mobix Labs expects the acquisition of EMI Solutions to close in the fourth quarter of calendar year 2023, there can be no assurance that this timeline will be met. Pursuant to the EMI Merger Agreement, the consummation of the EMI Solutions transaction will be subject to conditions including, among others, (i) the approval of the EMI Solutions transaction by the shareholder parties of EMI Solutions, and (ii) the approval of the EMI Solutions transaction by Chavant. As Mobix Labs has not completed its acquisition of EMI Solutions, it could encounter risks, potential liabilities or other factors that cause Mobix Labs to determine not to proceed with the acquisition or that cause Chavant not to give its approval.

If any of these conditions is not met, and those conditions are not waived by the applicable party, the EMI Merger Agreement would be terminated. The termination date under the EMI Merger Agreement is March 31, 2023. However, the parties are in negotiations to extend the termination date under the EMI Merger Agreement from March 31, 2023 to January 31, 2024. Mobix Labs will be required to obtain the consent of Chavant for any extension of the termination date or other amendment to the EMI Merger Agreement.

If Mobix Labs is unable to consummate the EMI Solutions transaction, it would be unable to benefit from the revenues that EMI Solutions product sales could provide, which could adversely affect Mobix Labs’ results of operations, financial condition, growth and its strategy of seeking to diversify its customer base.

Mobix Labs’ efforts to increase sales and diversify its customer base may not be successful or may take longer to take effect than anticipated.

As described in the preceding risk factor, substantially all of Mobix Labs’ total revenues have been generated from sales to one connectivity customer. Mobix Labs’ growth depends, in part, on its ability to diversify its customer base by increasing sales to customers that engage in the distribution and supply of connectivity or wireless products and solutions and effectively compete for the business of these customers. Mobix Labs will need to develop new products and enhancements to existing products and expand its direct and indirect sales, marketing, and customer service capabilities, which will result in increases in operating costs. If Mobix Labs cannot offset these increases in costs with an increase in its revenues, its operating results will be adversely affected. Mobix Labs may not be successful in increasing its sales, and any failure by Mobix Labs to diversify its customer base and to increase sales would adversely affect its growth.

Mobix Labs’ connectivity products and solutions are subject to intense competition, primarily from Chinese manufacturers. If customer preferences change to demand more lower-priced and commodity type products or if U.S. tariffs on the Chinese imports fall, Mobix Labs’ competitive advantage will be reduced.

The markets for Mobix Labs’ connectivity products and solutions are competitive and fragmented, and are subject to changing technology and shifting customer needs. A number of vendors produce and market products and services that compete to varying extents with Mobix Labs’ offerings, and Mobix Labs expects this competition to continue to intensify. The rapid rates of technological change affecting Mobix Labs’ connectivity market could increase the chances that it will face competition from new products or services designed by companies that it does not currently compete with. Moreover, Mobix Labs faces competition from its own customers as they may choose to invest in developing their own internal solutions.

The majority of active optical cables (“AOC”) suppliers today are based in China. Mobix Labs believes that many U.S.-based customers have concerns with respect to the overall quality of products produced by these suppliers and that it has benefited in its pricing due to global economic tensions and tariffs. Accordingly, Mobix Labs believes that it has enjoyed certain advantages from being a U.S.-based fabless company with manufacturing relationships in regions outside China, such as Taiwan, and with a focus on performance, quality and customization while maintaining competitive pricing in the AOC market. However, if market perception and customer preferences change, Chinese manufacturers and suppliers may be able to gain competitive advantage over Mobix Labs in offering lower-priced connectivity products. In addition, although Mobix Labs has manufacturing relationships outside China, it still depends on a contractor based in China to source most of the raw materials for its connectivity products, and Mobix Labs’ customers could view Mobix Labs as dependent on Chinese suppliers, which could erode Mobix Labs’ perceived competitive advantage with respect to Chinese competitors. If any of these events occurs, Mobix Labs may lose market share, and its business, financial condition and results of operations may be adversely affected.

Average selling prices of Mobix Labs’ products are generally expected to decrease over time, which could negatively impact its revenue and gross margins.

Average selling prices of wireless and connectivity products in the markets Mobix Labs serves have historically decreased over time, and Mobix Labs expects such declines to affect its products over time. Accordingly, if competition increases in its target markets, Mobix Labs may need to reduce the average unit price of its products in anticipation of competitive pricing pressures, new product introductions by Mobix Labs or its competitors and for other reasons. Mobix Labs’ gross margins and financial results will suffer if it is unable to offset reductions in its average selling prices by reducing its costs, developing new or enhanced products on a timely basis with higher selling prices or gross margins, or increasing its sales volumes.

Because Mobix Labs does not operate its own manufacturing, assembly or testing facilities, Mobix Labs may not be able to reduce its costs as rapidly as companies that operate their own facilities, and Mobix Labs’ costs may even increase, which could further reduce its gross margins. As Mobix Labs seeks to increase its sales, Mobix Labs expects to rely on obtaining yield improvements, on introducing new products and solutions that incorporate advanced features and optimize performance factors and on other measures to enable the Company to increase revenue while maintaining gross margins. To the extent that such cost reductions or revenue increases do not occur at a sufficient level and in a timely manner, Mobix Labs’ business, financial condition and results of operations could be adversely affected. If Mobix Labs is unable to offset these anticipated reductions in its average selling prices, its business, financial condition and results of operations could be negatively affected.

Mobix Labs operates in industries that are subject to significant fluctuation in supply and demand and ultimately pricing, which affects its revenue and profitability.

The wireless and connectivity industries that Mobix Labs serves are characterized by rapid technological change, high capital expenditures, short product life cycles, continuous advancements in process technologies and manufacturing facilities, evolving standards and fluctuations in product supply and demand. As the markets for Mobix Labs’ products develop and mature, additional fluctuations may result from variability and consolidations within the industries’ customer base. Public emergencies such as COVID-19, increasing global geological risks and economic instability that are outside Mobix Labs’ control may also cause abrupt or lasting fluctuations. These fluctuations could result in lower product demand, production overcapacity, higher inventory levels and aggressive pricing actions by Mobix Labs’ competitors. These fluctuations could also result in higher demand for key components and equipment used in, or in the manufacture of, Mobix Labs’ products, resulting in longer lead times, supply delays and production disruptions. Any of these fluctuations could have a material negative impact on Mobix Labs’ business, results of operations or financial condition.

Mobix Labs’ connectivity business involves significant capital expenditure to purchase raw materials and a long sales cycle, and its efforts to further shift the capital expenditure to its manufacturers may not be successful or may take longer to take effect than anticipated.

Mobix Labs’ connectivity business involves significant capital expenditure to purchase raw materials. Although Mobix Labs has shifted some of the upfront capital expenditures to its manufacturers by nature of its existing payment terms, Mobix Labs’ attempt to further shift some of the upfront capital expenditures to its manufacturers through new contractual arrangements with them may not succeed. To the extent Mobix Labs is unable to further shift its capital expenditures to its manufacturers, its gross margin may remain under pressure. Furthermore, future new technologies could be capital intensive and may require capital expenditures in order for Mobix Labs to remain competitive.

Mobix Labs’ future success will greatly depend on its ability to develop and successfully introduce new and enhanced products and solutions for its markets that meet the needs of its customers.

Mobix Labs’ sales of its semiconductor and connectivity products depend on its ability to anticipate its existing and prospective customers’ needs and develop products that address those needs. Mobix Labs’ future success will depend on its ability to introduce new products for the wireless and connectivity markets, anticipate improvements and enhancements in wireless and connectivity technology and wireless and connectivity standards, and to develop semiconductor and connectivity products that are competitive in rapidly changing industries. In furtherance of these efforts, Mobix Labs expects to invest significantly in ongoing research and development. If Mobix Labs does not adequately fund its research and development efforts, or if its research and development investments do not translate into material enhancements to its products, Mobix Labs may not be able to compete effectively, and its business, results of operations, and financial condition may be harmed.

Moreover, the introduction of new products and product enhancements will require coordination of Mobix Labs’ efforts with those of its customers, suppliers and manufacturers to achieve volume production and to support those products when they are in the field. If Mobix Labs fails to coordinate these efforts, develop product enhancements or introduce new products that meet the needs of its customers as scheduled, its cash flow may be materially and adversely affected, and its business and prospects may be harmed. Mobix Labs’ product introductions may not meet their anticipated release schedules, or its products may not be competitive in the market, either of which would adversely affect its revenues, results of operations and prospects.

Furthermore, given the rapidly evolving nature of the markets in which Mobix Labs competes, Mobix Labs’ products and technology could be rendered obsolete by alternative or competing technologies. The markets in which Mobix Labs operates are characterized by changing technology and evolving industry standards, which includes the introduction and implementation of emerging 5G cellular standards. Despite Mobix Labs’ management’s years of experience in meeting customer design requirements with technological solutions, Mobix Labs may not be successful in identifying, developing and marketing products or systems that respond to rapid technological change, evolving technical standards and systems developed by others. Mobix Labs’ competitors may develop technology that better meets the needs of its customers. If Mobix Labs does not continue to develop, manufacture and market innovative technologies or applications that meet customers’ requirements, sales may suffer, and its growth prospects may be harmed.

The consolidation or vertical integration of Mobix Labs’ customers may adversely affect its financial results.

Mobix Labs’ industry is characterized by the high costs associated with developing marketable semiconductor products and solutions as well as high levels of investment in production capabilities. As a result, the semiconductor industry has experienced, and may continue to experience, significant consolidation among companies and vertical integration among customers. Larger competitors resulting from consolidations may have certain advantages over Mobix Labs, including, but not limited to, substantially greater financial and other resources with which to withstand adverse economic or market conditions and pursue development, engineering, manufacturing, marketing and distribution of their products; longer operating histories; presence in key markets; patent protection; and greater name recognition. In addition, Mobix Labs may be at a competitive disadvantage to its peers if it fails to identify attractive opportunities to acquire companies to expand its business. Consolidation among Mobix Labs’ competitors and integration among its customers could erode its market share, negatively impact its capacity to compete and require it to restructure its operations, any of which could have a material adverse effect on its business.

Mobix Labs relies significantly on channel partners to sell and support its semiconductor products and solutions, and the failure of this channel to be effective could materially reduce its sales.

Mobix Labs has developed a network of channel partners for its semiconductor products on which it will depend to develop and maintain customer relationships and sell those products as it brings them to market. These channel partners include regional and global distributors and independent sales representative organizations, and Mobix Labs will rely heavily on them to generate customer leads, provide pre-sales support and customer service, and deliver products to customers. Mobix Labs believes that establishing and maintaining successful relationships with its channel partners is, and will continue to be, important to its financial success. Retaining qualified channel partners and training them in Mobix Labs’ technology and product offerings requires significant time and resources. To develop and expand Mobix Labs’ sales channels, it must continue to scale its investment in systems and training to support those channels.

If Mobix Labs fails to maintain the quality of its products or to update and enhance them, existing and future channel partners may elect to work instead with one or more of Mobix Labs’ competitors. In addition, the terms of Mobix Labs’ arrangements with its channel partners must be commercially reasonable for both parties. If Mobix Labs is unable to reach agreements that are beneficial to both parties, then its channel partner relationships may not be successful.

Mobix Labs currently has no minimum purchase commitments with any of its channel partners, and its contracts with channel partners do not prohibit them from offering products or services that compete with Mobix Labs’. In addition, Mobix Labs’ contracts with its channel partners, including sales representatives and distributors, are terminable by either party upon notice, and Mobix Labs’ channel partners may choose to terminate those agreements for any reason. Some of Mobix Labs’ competitors may have stronger relationships with its channel partners than it does, and Mobix Labs has limited control as to whether those partners use its products, rather than its competitors’ products, or whether they devote resources to market and support its competitors’ products, rather than its offerings.

The reduction in or loss of sales by these channel partners could materially reduce Mobix Labs’ sales. If Mobix fails to maintain relationships with its channel partners, fails to develop new relationships with other channel partners in new markets, fails to manage,

train or incentivize existing channel partners effectively, fails to provide channel partners with competitive products on terms acceptable to them, or if these channel partners are not successful in their sales efforts, Mobix will be unable to grow its sales as much as it anticipates, and its revenues, results of operations and prospectus will suffer.

Mobix Labs does not have long-term purchase commitments from its customers, and if its customers cancel or change their purchase orders, its revenue and operating results could suffer.

Substantially all of Mobix Labs’ sales to date have been made on a purchase order basis. With limited exceptions, Mobix Labs generally does not obtain long-term commitments with its customers. Mobix Labs arrangements with its customers permit its customers to cancel, change or delay their product purchase orders upon specified notice and subject to negotiated limitations. In some cases, its customers may cancel purchase orders on relatively short notice to Mobix Labs and without penalty to them. In addition, customers may delay delivery of orders to a subsequent fiscal quarter. Mobix Labs’ revenue and operating results could fluctuate materially and could be materially and disproportionately impacted by purchasing decisions of its customers, including its largest customer from which Mobix Labs derives substantially all of its revenue from the sale of connectivity products. As Mobix Labs develops customer relationships for both wireless and connectivity products, its customers may decide to purchase fewer units than they have in the past, may alter their purchasing patterns at any time with limited notice, may change the terms on which they are prepared to do business with it or may decide not to continue to purchase its products at all, any of which could cause its revenue to decline materially and materially harm its business, financial condition and results of operations. Cancellations of, reductions in or rescheduling of customer orders could also result in the loss of anticipated sales without allowing Mobix Labs sufficient time to reduce its inventory and operating expenses, as a substantial portion of its expenses are fixed at least in the short term. In addition, changes in forecasts or the timing of orders expose Mobix Labs to the risks of inventory shortages or excess inventory. Any of the foregoing events could materially and adversely affect Mobix Labs’ business, financial condition and results of operations.

Defects in Mobix Labs’ products or poor design and engineering solutions could result in lost sales and subject it to substantial liability.

If Mobix Labs’ products perform poorly, whether due to design, engineering or other reasons, Mobix Labs could lose sales. In certain cases, if Mobix Labs’ products are found to be the component that leads to failure or a failure to meet the performance specifications of its customer, Mobix Labs could be required to pay monetary damages to its customer. Real or perceived defects or errors in Mobix Labs’ products could result in claims by channel partners or customers for losses they may sustain. If channel partners or customers make these types of claims, Mobix Labs may be required, or may choose, for customer relations or other reasons, to expend additional resources to help correct the problem, including warranty and repair costs, and costs associated with remanufacturing its inventory. Liability provisions in Mobix Labs’ standard terms and conditions of sale may not be enforceable under some circumstances or may not fully or effectively protect it from claims and related liabilities and costs. In addition, regardless of the party at fault, errors of these kinds may divert the attention of certain of Mobix Labs’ engineering personnel from its product development efforts, damage its reputation and the reputation of its products, cause significant customer relations problems and result in product liability claims. Mobix Labs maintains insurance to protect against certain types of claims associated with the use of its products, but its insurance coverage may not adequately cover any such claims. In addition, even claims that ultimately are unsuccessful could result in expenditures of funds in connection with litigation and divert management’s time and other resources. Mobix Labs also may incur costs and expenses relating to a recall of one or more of its products. In addition, Mobix Labs’ products could be subject to recalls directly or indirectly through the recall of products of its customers in which Mobix Labs’ products may be embedded. The process of identifying recalled products that have been widely distributed may be lengthy and require significant resources, and Mobix Labs may incur significant replacement costs, contract damage claims from its customers and significant harm to its reputation. The occurrence of these problems could result in the delay or loss of market acceptance of Mobix Labs’ products and could adversely affect its business, operating results and financial condition.

Mobix Labs depends on third-party offshore manufacturers for producing its products, and in the event of a disruption in its supply chain, any efforts to develop alternative supply sources may not be successful or may take longer to take effect than anticipated.

As a fabless company, Mobix Labs does not manufacture its own semiconductor or connectivity products and currently relies on offshore manufacturers to produce its products. Mobix Labs cannot be sure that these manufacturers will remain in business, or that they will not be purchased by one of Mobix Labs’ competitors or another company that is not interested in continuing to produce these

products for Mobix Labs’ intended purpose. Mobix Labs’ reliance on offshore manufacturers subjects it to a number of risks that include, among other things:

Although Mobix Labs’ semiconductor and connectivity products could be produced by other manufacturers, any attempt to transition its supply arrangement to one or more other manufacturers could entail significant coordination and expense and could lead to delays in production. If Mobix Labs is unable to arrange for sufficient production capacity among its contract manufacturers or if its contract manufacturers encounter production, quality, financial, or other difficulties, Mobix Labs may encounter difficulty in meeting customer demands as it seeks alternative sources of supply, or it may have to make financial accommodations to such contract manufacturers or otherwise take steps to mitigate supply disruption. Any alternative manufacturers may be unable or unwilling to meet Mobix Labs’ and its customers’ specifications. In addition, Mobix may experience supply shortages from some of its suppliers such as what it experienced as a result of the COVID-19 lockdown in China. Any disruption in supply from any supplier or manufacturing location could lead to supply delays or interruptions that could damage Mobix Labs’ business, financial condition. If any of the risks discussed above materialize, costs could significantly increase, and Mobix Labs’ ability to meet demand for its products could be impacted.

Mobix Labs’ gross margin and results of operations have been and may be adversely affected by the price increase of certain components due to inflation and supply chain constraints.

Increases in Mobix Labs’ costs that are beyond its control, including items such as increases in commodity prices for materials and components that are directly or indirectly related to the production and distribution of Mobix Labs’ products have negatively impacted, and continue to negatively impact, Mobix Labs’ financial results. These increased costs could include increases in materials and components, fuel and transportation costs (including shipping surcharges), higher interest rates, increases in losses from damaged merchandise, inflation, fluctuations in foreign currency rates, higher costs of labor, labor disputes around the world, increases in the costs of insurance (including the potential for increased insurance premiums), worker’s compensation claim costs, increased incremental costs of doing business as a result of any public health emergency such as COVID-19, increases in marketing and sales costs, higher tax rates and the cost of compliance with changes in laws and regulations, including accounting standards, in particular after it becomes a public company. In addition to general levels of inflation that Mobix Labs has experienced, it is also subject to risk of specific inflationary pressures on product prices due to, for example, any continuing impacts of the COVID-19 pandemic, related global supply chain disruptions and the uncertain economic and geopolitical environment. If inflation remains high or increases, Mobix Labs may not be able to adjust prices sufficiently to offset the effect without negatively impacting its gross margin and results of operations. Mobix Labs’ failure to deliver in accordance with customer expectations may result in damage to existing customer

relationships and result in the loss of future business. Failure to fulfill all customer orders in accordance with expectations could negatively impact Mobix Labs’ financial performance.

Mobix Labs’ financial condition and business could be adversely affected by the outbreak of a contagious disease, such as the COVID-19 pandemic, which has had an impact on its business operations, including the COVID-19 lockdown in Shanghai in the first half of 2022 that led to substantial delays to its supply chain in China, and Mobix Labs’ business could continue to be materially adversely affected, directly or indirectly.

Mobix Labs’ business could be adversely affected by the effects of a widespread outbreak of contagious disease, including the outbreak of COVID-19, which has created considerable instability and disruption in the U.S. and world economies. COVID-19 and its related effects on Mobix Labs’ business have had a material and adverse effect on its business operations, and its business could continue to be materially affected, directly or indirectly.

Governmental authorities around the world took a variety of actions in an effort to slow a contagious disease such as COVID-19’s spread, resulting in business closures and limits on consumer and employee travel. Any future outbreak of contagious diseases and other adverse public health developments could have a material and adverse effect on Mobix Labs’ business operations. Specifically, the COVID-19 pandemic caused, and may continue to cause, a disruption and restrictions on Mobix Labs’ ability to travel, temporary closures of its office buildings and the facilities of its customers or suppliers, cancellations or modification of events, and disruptions at its manufacturers and suppliers located in Vietnam, Taiwan and China, including the COVID-19 lockdown in Shanghai in the first half of 2022 that led to substantial delays in Mobix Labs’ supply chain in China. Mobix Labs has experienced delays in shipments and product launches that have negatively impacted Mobix Labs’ sales and operating results relating to its connectivity business, and any future delays, due to pandemics or otherwise, could have a negative effect in the future. To the extent the COVID-19 pandemic continues to adversely affect Mobix Labs’ business and financial results, or any future pandemic adversely affects its business and financial results, this may also have the effect of heightening many of the other risks described in this “Risk Factors” section.