As filed with the U.S. Securities and Exchange Commission on July 8, 2021.
Registration No. 333-257459
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Chavant Capital Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 6770 | 98-1591717 |
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
445 Park Avenue, 9th Floor
New York, NY 10022
Telephone: (212) 745-1086
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Dr. Jiong Ma
Chief Executive Officer
Chavant Capital Acquisition Corp.
445 Park Avenue, 9th Floor
New York, NY 10022
Telephone: (212) 745-1086
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David A. Sakowitz, Esq. Winston & Strawn LLP 200 Park Avenue New York, New York 10166 Tel: (212) 294-6700 | Michael Johns Philip Millward Maples and Calder (Cayman) LLP PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands Tel: (345) 949-8066 | David Alan Miller, Esq.
Jeffrey M. Gallant, Esq.
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
Tel: (212) 818-8800 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 under the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| | | | |
| Non-accelerated filer | x | Smaller reporting company | x |
| | | | |
| | | Emerging growth company | x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of Security Being Registered | Amount Being Registered | Proposed Maximum Offering Price per Security(1) | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee |
| Units, each consisting of one ordinary share, $0.0001 par value, and three-quarters of one redeemable warrant(2) | 11,500,000 Units | $10.00 | $115,000,000 | $12,546.50 |
| Ordinary shares included as part of the units(3) | 11,500,000 Shares | — | — | —(4) |
| Redeemable warrants included as part of the units(3) | 8,625,000 Warrants | — | — | —(4) |
| Ordinary shares underlying the redeemable warrants | 8,625,000 Shares | $11.50 | $99,187,500 | $10,821.36 |
| Total | | | $214,187,500 | $23,367.86(5) |
| | (1) | Estimated solely for the purpose of calculating the registration fee. |
| | (2) | Includes 1,500,000 units, consisting of 1,500,000 ordinary shares and 1,125,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. |
| | (3) | Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions. |
| | (4) | No fee pursuant to Rule 457(g). |
| | (5) | Previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine
Explanatory Note Chavant Capital Acquisition Corp. is filing this Amendment No. 1 to its registration statement on Form S-1 (File No. 333-257459) as an exhibit-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted. |
Item 16. Exhibits and Financial Statement Schedules.
| (a) | Exhibits. The following exhibits are being filed herewith: |
EXHIBIT INDEX
| *Filed herewith. |
| | **Previously filed. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on the 8th day of July, 2021.
| | CHAVANT CAPITAL ACQUISITION CORP. |
| | | |
| | By: | /s/ Jiong Ma |
| | Name: | Jiong Ma |
| | Title: | Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
| Name | | Position | | Date |
| | | | | |
| /s/ Jiong Ma | | Chief Executive Officer and President | | July 8, 2021 |
| Jiong Ma | | (Principal Executive Officer) | | |
| | | | | |
| * | | Chief Financial Officer | | July 8, 2021 |
| Michael Lee | | (Principal Financial and Accounting Officer) | | |
| | | | | |
| * | | Chairman of the Board of Directors | | July 8, 2021 |
| André-Jacques Auberton-Hervé | | | | |
*By: /s/ Jiong Ma
Name: Jiong Ma
Title: Attorney-in-fact
