MOBX

Business Context and Reporting Period

This Form 8-K reports the consummation of a business combination between Chavant Capital Acquisition Corp. (a Cayman Islands SPAC) and Mobix Labs, Inc. on December 21, 2023. Following the merger, the combined entity operates as Mobix Labs, Inc. (New Mobix Labs), a Delaware corporation. The company changed its name from Chavant Capital Acquisition Corp. and commenced trading on the Nasdaq Global Market under the symbol "MOBX" on December 22, 2023. The filing also details the acquisition of EMI Solutions, Inc. by Mobix Labs, consummated on December 18, 2023.

Key Financial Metrics and Capital Structure

Capital Raised (PIPE Investments):

• Sage Hill Investors, LLC: Purchased 1,500,000 shares at $10.00 per share for $15.0 million in cash.
• Sponsor (Chavant Capital Partners LLC): Purchased 199,737 shares at $10.00 per share for approximately $2.0 million, paid via forgiveness of outstanding indebtedness.
• Other Investors: Purchased 475,000 shares at $10.00 per share for $4.75 million in cash.
• Total PIPE Cash Proceeds: Approximately $19.75 million (excluding debt forgiveness).

Share Issuance at Closing:

• Class A Common Stock: 26,376,280 shares issued.
• Class B Common Stock: 2,254,901 shares issued.
• Legacy Mobix Labs Equityholders: Received 22,196,987 Class A shares and 2,254,901 Class B shares, representing approximately 91.5% of voting power.

Debt and Obligations:

• The Sponsor forgave approximately $1,997,370 in aggregate obligations (working capital loans and reimbursement obligations) in exchange for shares.
• Marketing fees to Roth Capital Partners and Craig-Hallum Capital Group were settled via the issuance of 280,000 shares of Class A Common Stock rather than cash.

Financial Statements: The filing incorporates by reference audited financial statements for Mobix Labs as of September 30, 2023, and unaudited pro forma combined financial information. Specific revenue, profit, or cash flow figures for the combined entity are not detailed in the text of this 8-K but are referenced in attached exhibits.

Material Changes Versus Prior Period

• Corporate Status: The company ceased to be a "shell company" immediately following the transaction.
• Accounting Firm Change: On December 27, 2023, the company dismissed BDO USA, P.C. and engaged PricewaterhouseCoopers LLP (PWC) as its independent registered public accounting firm. BDO's prior report included a "substantial doubt" going concern opinion due to insufficient cash and working capital.
• Fiscal Year Change: The fiscal year end changed from December 31 to September 30 to align with Mobix Labs.
• Acquisition: Mobix Labs acquired EMI Solutions for consideration of 964,912 shares of Mobix Labs Stock and $2.2 million in cash (paid in installments).
• Redemptions: Shareholders holding 677,907 Ordinary Shares of Chavant exercised their right to redeem shares for a pro rata portion of the trust account funds.

Guidance, Outlook, Risks, and Unusual Items

Outlook and Guidance: The filing contains forward-looking statements regarding the company's expectations but does not provide specific quantitative financial guidance or revenue forecasts in the text. Management expects to realize benefits from the transaction and the EMI Solutions acquisition.

Risks and Contingencies:

• Profitability: The company may never achieve or sustain profitability.
• Capital Needs: The company may need to raise additional capital to execute its business plan, which may not be available on acceptable terms.
• Commercialization: Risks exist regarding the ability to successfully commercialize semiconductor products and solutions.
• Geopolitical and Market Risks: Risks include U.S./China trade tensions, global supply chain disruptions, and geopolitical conflicts (e.g., Russia/Ukraine, Israel/Hamas).
• Internal Controls: The prior auditor (BDO) identified material weaknesses in internal control over financial reporting related to personnel, complex accounting (PIPE), and third-party valuations. It is unclear if these have been fully remediated as of the filing date.

Unusual Items:

• Warrant Exercise Conditions: Certain warrants issued to Sage Hill and other investors (totaling 1,750,000 shares underlying) require stockholder approval for exercise, expected in 2024.
• Lock-Up Agreements: Founder Equityholders and Legacy Mobix Labs Holders are subject to lock-up periods (50% of shares until 1-year anniversary or $12.00 VWAP; remaining 50% until 1-year anniversary or $15.00 VWAP).

Important Facts for Investor Verification

• Pro Forma Financials: Review Exhibit 99.3 for unaudited pro forma condensed combined financial information to understand the post-transaction financial position.
• Internal Control Remediation: Verify the status of the material weaknesses in internal controls identified by BDO, as these could impact future reporting accuracy.
• Warrant Dilution: Monitor the timeline for stockholder approval required to exercise the Sage Hill Warrant and Non-Converted Additional Warrants, which could increase share count in 2024.
• EMI Solutions Integration: Assess the progress of the EMI Solutions acquisition and the payment schedule for the remaining cash consideration.
• Going Concern Status: Confirm that the new capital structure and cash position have resolved the "substantial doubt" regarding the company's ability to continue as a going concern noted in the prior BDO report.