Auberton-herve Andre-jacques Form 4 Chavant Capital Acquisition / ANDRE-JACQUES AUBERTON-HERVE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

AUBERTON-HERVE ANDRE-JACQUES

(Last) (First) (Middle)

445 PARK AVENUE, 9TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Chavant Capital Acquisition Corp. [ MOBX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/21/2023		A(1)		145,335(2)	A	$10(1)	342,917(3)	I	See footnote(4)
Class A Common Stock	12/21/2023		A(1)		198,049(2)	A	(1)	540,966	I	See footnote(4)
Class A Common Stock								27,826	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Make-Whole Shares (right to acquire)	$10	12/21/2023		A(5)		145,335(2)		(5)	(5)	Class A Common Stock	145,335(2)(5)	(1)(5)	145,335(2)	I	See footnote(4)

Explanation of Responses:

1. Pursuant to a Subscription Agreement, Chavant Capital Partners LLC (the "Sponsor") purchased 199,737 shares of Class A Common Stock in connection with the closing (the "Closing") of Chavant Capital Acquisition Corp.'s initial business combination (the "Business Combination") with Mobix Labs, Inc. (the "Target"), on December 21, 2023 for aggregate consideration of $1,997,370, consisting of the forgiveness of certain indebtedness and certain expense reimbursement obligations owed by the Issuer to the Sponsor and its members (the "PIPE Investment" and such shares, the "PIPE Shares"). In connection with the entry into the Subscription Agreement, the Target issued the Sponsor a warrant to purchase 272,454 shares of stock of the Target, which was net exercised for 272,182 shares of common stock of the Target, which shares were automatically converted into shares of Class A Common Stock of the Issuer upon the Closing. In connection with the Closing, the Issuer was renamed "Mobix Labs, Inc."

2. Number of shares reported represents shares indirectly attributable to the Reporting Person through his ownership interests in Sponsor.

3. Includes an additional 197,582 shares of Class A Common Stock that may be deemed to be indirectly owned by the Reporting Person through his direct and indirect ownership interests in Sponsor, which shares are expected to be distributed to the Reporting Person over time. In addition, the Reporting Person holds private placement warrants, exercisable to purchase shares of Class A Common Stock of the Issuer at an exercise price of $11.50 per share, subject to certain adjustments, which he received in a pro rata distribution from the Sponsor on December 21, 2023.

4. The Sponsor is the record holder of the securities reported herein. The Reporting Person owns certain interests in the Sponsor and securities indirectly attributable to the Reporting Person are expected to be distributed to the Reporting Person over time. The Reporting Person disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

5. Pursuant to the Subscription Agreement for the PIPE Investment, the Issuer has agreed to issue additional shares of Class A Common Stock if the volume weighted average price per share of Class A Common Stock during the 30-day period (the "Adjustment Period") commencing on the date that is 30 days after the date on which a resale Registration Statement relating to the PIPE Investment is declared effective (the "Adjustment Period VWAP") is less than $10.00 per share. In such case, the Sponsor will be entitled to receive a number of shares of Class A Common Stock equal to the product of (x) the number of PIPE Shares held by the Sponsor through the end of the Adjustment Period multiplied by (y) a fraction, (A) the numerator of which is $10.00 minus the Adjustment Period VWAP and (B) the denominator of which is the Adjustment Period VWAP (the "Make-Whole Shares"). In the event that the Adjustment Period VWAP is less than $7.00, the Adjustment Period VWAP will be deemed to be $7.00.

	/s/ Andre-Jacques Auberton-Herve	12/26/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.