Mobix Labs, Inc. (“Mobix Labs” or the “Company”), an innovative
provider of next generation wireless mmWave 5G and connectivity
solutions, and Chavant Capital Acquisition Corp. (Nasdaq: CLAY)
(“Chavant”), a publicly-traded special purpose acquisition company,
announced today the filing by Chavant with the U.S. Securities and
Exchange Commission (“SEC“) of a registration statement on Form S-4
(the “Registration Statement”) on April 7, 2023, relating to the
previously announced proposed business combination of Chavant and
Mobix Labs.
The Registration Statement contains a
preliminary proxy statement/prospectus in connection with the
previously announced business combination between Mobix Labs
and Chavant. Although the Registration Statement has not yet become
effective and the information contained therein is subject to
change, it provides important information about Mobix Labs and
Chavant, as well as the proposed business combination.
Upon the closing of the transaction, Mobix Labs
will become a publicly listed company, with the combined company
named Mobix Labs, Inc., and its common stock and warrants are
expected to be listed on the Nasdaq Stock Market (the
“Nasdaq”).
On November 15, 2022, Chavant entered into a
business combination agreement with Mobix Labs, which agreement was
subsequently amended on April 7, 2023. Completion of the
transaction, which is expected to occur in the third quarter of
2023, is subject to approval by Chavant’s shareholders, the
Registration Statement being declared effective by the SEC, and
other customary closing conditions. Mobix Labs will be
based in Irvine, CA and will continue to be led by James Peterson,
Executive Chairman, Fabian Battaglia, Chief Executive Officer, and
Keyvan Samini, President and Chief Financial Officer.
About Mobix Labs
Based in Irvine, California, Mobix Labs is a fabless
semiconductor company developing disruptive next generation
wireless and connected solutions that are designed to cater to a
broad range of applications in markets including 5G infrastructure,
satellite communications, automotive, consumer electronics,
e-mobility, healthcare, infrastructure and defense. The Company
believes its pipeline of current and potential customers and
strategic partnerships presents a significant potential for a
growing addressable market. Its portfolio of intellectual property
is protected by extensive trade secrets and over 90 issued and
pending patents.
About Chavant
Chavant is a blank check company whose business purpose is to
effect a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization, or similar transaction or business
combination with one or more businesses. Chavant is led by Dr.
Jiong Ma, Chief Executive Officer and President, Dr. André-Jacques
Auberton-Hervé, Chairman of the board of directors, and Michael
Lee, Chief Financial Officer. Chavant’s board of directors includes
Dr. Patrick Ennis, a Venture Partner at Madrona Venture Group, Dr.
Karen Kerr, founder and Managing Director of Exposition Ventures,
and Dr. Bernhard Stapp, President of CS-management GmbH.
Important Information About the Proposed Transaction and
Where to Find It
This communication relates to the proposed transaction between
Mobix Labs and Chavant pursuant to a 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, by and among Chavant, CLAY Merger Sub II, Inc. and Mobix
Labs. Chavant has filed the Registration Statement with the SEC,
which includes a preliminary prospectus and proxy statement of
Chavant in connection with the proposed transaction, referred to as
a proxy statement/prospectus. A proxy statement/prospectus will be
sent to all Chavant shareholders as of a record date to be
established for voting on the transaction. Chavant also will file
other documents regarding the proposed transaction with the
SEC.
Before making any voting decision, investors and security
holders of Chavant are urged to read the Registration Statement,
the proxy statement/prospectus, and amendments thereto, and the
definitive proxy statement/prospectus in connection with Chavant’s
solicitation of proxies for its shareholders’ meeting to be held to
approve the transaction, and all other relevant documents filed or
that will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about Chavant, Mobix Labs and the proposed
Transaction.
Investors and securityholders will be able to obtain free copies
of the Registration Statement, the proxy statement/prospectus and
all other relevant documents filed or that will be filed with the
SEC by Chavant through the website maintained by the SEC at
www.sec.gov.
The documents filed by Chavant with the SEC also may be obtained
free of charge at Chavant’s website at www.chavantcapital.com or
upon written request to: Chavant Capital Acquisition Corp., 445
Park Avenue, 9th Floor New York, NY 10022.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS
APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS
COMMUNICATION, PASSED UPON THE MERITS OR FAIRNESS OF THE
TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY
REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking Statements
This press release contains certain “forward-looking statements”
within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other
than statements of historical fact contained in this press release,
including statements regarding the benefits of the proposed
transaction, the anticipated timing of the completion of the
proposed transaction, the products offered by the Company and the
markets in which it operates, the expected total addressable
markets for the products offered by the Company, the advantages of
the Company’s technology, the Company’s competitive landscape and
positioning, and the Company’s growth plans, strategies and
projected future results, are forward-looking statements. Some of
these forward-looking statements can be identified by the use of
forward-looking words, including “may,” “should,” “expect,”
“intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,”
“plan,” “targets,” “projects,” “could,” “would,” “continue,”
“forecast” or the negatives of these terms or variations of them or
similar expressions. All forward-looking statements are subject to
risks, uncertainties, and other factors which could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements. All forward-looking statements are
based upon estimates, forecasts and assumptions that, while
considered reasonable by Chavant and its management, and the
Company and its management, as the case may be, are inherently
uncertain and many factors may cause the actual results to differ
materially from current expectations which include, but are not
limited to:
- the risk that the proposed
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of Chavant’s securities;
- the risk that the proposed
transaction may not be completed by Chavant’s deadline for the
proposed transaction and the potential failure to obtain an
extension of the deadline for the proposed transaction if sought by
Chavant;
- the failure to satisfy the
conditions to the consummation of the proposed transaction,
including the adoption of the business combination agreement by the
shareholders of Chavant, the satisfaction of the minimum cash
amount following redemptions by Chavant’s public shareholders;
- the lack of a third party valuation
in determining whether or not to pursue the proposed
transaction;
- the occurrence of any event, change
or other circumstance that could give rise to the termination of
the business combination agreement;
- the effect of the announcement or
pendency of the proposed transaction on the Company’s business
relationships, performance, and business generally;
- risks that the proposed transaction
disrupts current plans of the Company and potential difficulties in
the Company’s employee retention as a result of the proposed
transaction;
- the outcome of any legal proceedings
that may be instituted against the Company or against Chavant
related to the business combination agreement or the proposed
transaction;
- failure to realize the anticipated
benefits of the proposed transaction;
- the inability to meet and maintain
the listing of Chavant’s securities (or the securities of the
post-combination company) on Nasdaq;
- the risk that the price of Chavant’s
securities may be volatile due to a variety of factors, including
changes in the highly competitive industries in which the Company
plans to operate, variations in performance across competitors,
changes in laws, regulations, technologies including transition to
5G, global supply chain, U.S./China trade or national security
tensions, and macro-economic and social environments affecting the
Company’s business and changes in the combined capital
structure;
- the inability to implement business
plans, forecasts, and other expectations after the completion of
the proposed transaction, and identify and realize additional
opportunities;
- the risk that Mobix Labs is unable
to successfully commercialize its semiconductor products and
solutions, or experience significant delays in doing so;
- the risk that the Company may never
achieve or sustain profitability;
- the risk that the Company will need
to raise additional capital to execute its business plan, which may
not be available on acceptable terms or at all;
- the risk that the post-combination
company experiences difficulties in managing its growth and
expanding operations;
- the risks relating to long sales
cycles, concentration of customers, consolidation and vertical
integration of customers, and dependence on manufacturers and
channel partners;
- the risk that the Company may not be
able to consummate planned strategic acquisitions, or fully realize
anticipated benefits from past or future acquisitions or
investments;
- the risk that the Company’s patent
applications may not be approved or may take longer than expected,
and the Company may incur substantial costs in enforcing and
protecting its intellectual property;
- inability to complete the PIPE
investment in connection with the proposed transaction; and
- other risks and uncertainties set
forth in the sections entitled “Risk Factors” and “Cautionary Note
Regarding Forward-Looking Statements” in Chavant’s Annual Report on
Form 10-K for the year ended December, 31, 2022, which was filed
with the SEC on March 31, 2023 (the “2022 Form 10-K”), as such
factors may be updated from time to time in Chavant’s filings with
the SEC, the Registration Statement and the proxy
statement/prospectus contained therein. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Chavant nor
the Company gives any assurance that either Chavant, the Company or
the combined company will achieve its expected results. Neither
Chavant nor the Company undertakes any duty to update these
forward-looking statements, except as otherwise required by
law.
Participants in the Solicitation
The Company and Chavant and their respective directors and
officers and other members of management may, under SEC rules, be
deemed to be participants in the solicitation of proxies from
Chavant’s stockholders with the proposed transaction and the other
matters set forth in the Registration Statement. Information about
Chavant’s directors and executive officers is set forth in
Chavant’s filings with the SEC, including Chavant’s 2022 Form 10-K
and the Registration Statement. Additional information regarding
the direct and indirect interests, by security holdings or
otherwise, of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading
the proxy statement/prospectus regarding the proposed transaction
when it becomes available. You may obtain free copies of these
documents as described above under “Important Information About the
Proposed Transaction and Where to Find It.”
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and is not intended to and
does not constitute an offer to sell or the solicitation of an
offer to buy, sell or solicit any securities or any proxy, vote or
approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be deemed to be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act.
Contacts:
Media Contact and Investor Relations
Contact
Mike Anderson / Jessie Barker
mobix@blueshirtgroup.com
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