8 Table of Contents The Company has entered into a letter agreement with its Initial Shareholders, pursuant to which the Initial Shareholders have agreed to not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company's obligation to redeem 100% of its Public Shares if the Company does not complete a business combination, unless the Company provides the Public Shareholders with the opportunity to redeem their ordinary ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Chavant Capital Acquisition Corp. (Exact name of registrant as specified in its charter) | --- | --- | --- | |------------------------------|-------|---------------------| ...

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. In connection with the extensions of the business combination period on July 14, 2022 and January 6, 2023, Public Shareholders elected to redeem an aggregate of 7,046,967 Public Shares ...

Additionally, we are a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) our annual rev ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Chavant Capital Acquisition Corp. (Exact name of registrant as specified in its charter) New York, NY 10022 (Address of principal executive offices, including zip code ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Chavant Capital Acquisition Corp. (Exact name of registrant as specified in its charter) | --- | --- | --- | |-------------------------------------------------------------- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Chavant Capital Acquisition Corp. (Exact name of registrant as specified in its charter) | --- | --- | --- | |------------------------------------------------------------- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____ COMMISSION FILE NUMBER 001-40621 CHAVANT CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 98-1 ...

PART I. FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed financial statements as of September 30, 2021, reflect the company's post-IPO financial position, including **$81.0 million** in assets and **$746,554** net income from warrant liability fair value changes [Unaudited Condensed Balance Sheet](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheet%20as%20of%20September%2030%2C%202021) As of September 30, 2021, the balance sheet shows **$81.0 million** in total assets, including **$80.0 million** in a trust account, and **$1.6 million** in liabilities, primarily from warrant liability Balance Sheet Summary as of September 30, 2021 | Metric | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash | $329,356 | | Investment held in trust account | $80,000,789 | | **Total Assets** | **$80,957,305** | | **Liabilities & Shareholders' Deficit** | | | Warrant liability | $1,632,000 | | Ordinary shares subject to possible redemption | $80,000,000 | | Total Shareholders' Deficit | ($674,695) | | **Total Liabilities and Shareholders' Deficit** | **$80,957,305** | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) The statements of operations show a net income of **$794,541** for the three months ended September 30, 2021, largely due to a non-cash gain on warrant liability fair value Statement of Operations Highlights | Metric | For the Three Months Ended Sep 30, 2021 | From Mar 19, 2021 (inception) to Sep 30, 2021 | | :--- | :--- | :--- | | Loss from operations | ($362,248) | ($410,235) | | Gain from change in fair value of warrant liability | $1,156,000 | $1,156,000 | | **Net Income** | **$794,541** | **$746,554** | [Unaudited Condensed Statement of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) For the period from inception to September 30, 2021, cash flows reflect **$81.4 million** from financing, **$80.0 million** used in investing, and a net cash balance of **$329,356** Cash Flow Summary (Inception to Sep 30, 2021) | Activity | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | ($1,037,395) | | Net cash used in investing activities | ($80,000,000) | | Net cash provided by financing activities | $81,366,751 | | **Net Change in Cash** | **$329,356** | [Notes to Financial Statements](index=8&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's SPAC formation, its **$80 million** IPO, **$3.4 million** private placement, key accounting policies, and the 12-month business combination deadline - The company was incorporated on March 19, 2021, for the purpose of effecting a business combination[29](index=29&type=chunk) - On **July 22, 2021**, the company consummated its IPO of **8,000,000** units at **$10.00** per unit, generating gross proceeds of **$80,000,000**. An amount of **$80,000,000** was placed in a trust account[32](index=32&type=chunk)[34](index=34&type=chunk) - Simultaneously with the IPO, the company sold **3,400,000** Private Placement Warrants at **$1.00** each, generating gross proceeds of **$3,400,000**[33](index=33&type=chunk) - The company must complete a business combination within **12 months** from the closing of the IPO (the "Combination Period"), otherwise it will liquidate and return funds from the Trust Account to public shareholders[42](index=42&type=chunk) - Private Placement Warrants are accounted for as a liability at fair value, subject to re-measurement each period. The fair value as of **September 30, 2021** was **$1,632,000**[82](index=82&type=chunk)[111](index=111&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a blank check company, operations are limited to organizational activities, with a net income of approximately **$747,000** primarily from warrant liability fair value changes and **$329,356** in working capital - The company has not engaged in any operations and has only conducted organizational activities and preparations for its IPO[118](index=118&type=chunk) Results of Operations (Inception to Sep 30, 2021) | Metric | Amount (USD) | | :--- | :--- | | Gain from fair value of warrant liabilities | ~$1,156,000 | | Interest earned on securities in Trust Account | ~$1,000 | | Operating costs | (~$410,000) | | **Net Income** | **~$747,000** | - As of **September 30, 2021**, the company had **$329,356** in cash held outside the trust account for working capital purposes[121](index=121&type=chunk) - The company has a contractual obligation for a deferred marketing fee of **3.5%** of the gross IPO proceeds, payable to underwriters only upon the consummation of a Business Combination[131](index=131&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is a smaller reporting company and is not required to provide the information for this item - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide the information otherwise required under this item[138](index=138&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of September 30, 2021 - Based on an evaluation as of **September 30, 2021**, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective[139](index=139&type=chunk) - There were no changes in internal control over financial reporting during the period that have materially affected, or are reasonably likely to materially affect, these controls[142](index=142&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company has no legal proceedings to report - None[145](index=145&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Registration Statement on Form S-1 - As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Registration Statement on Form S-1 (File No. 333-257459)[146](index=146&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the **$80 million** IPO proceeds from **8,000,000** units and **$3.4 million** from **3,400,000** private placement warrants, with **$80 million** placed in a trust account - On **July 22, 2021**, the company sold **8,000,000** Units at **$10.00** per Unit in its IPO, for gross proceeds of **$80,000,000**[147](index=147&type=chunk) - Simultaneously, the company sold **3,400,000** Private Placement Warrants at **$1.00** each in a private sale, generating gross proceeds of **$3,400,000**[148](index=148&type=chunk) - A total of **$80,000,000** from the IPO and private placement proceeds was placed in a trust account[150](index=150&type=chunk) [Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company has no defaults upon senior securities to report - None[153](index=153&type=chunk) [Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[155](index=155&type=chunk) [Other Information](index=34&type=section&id=Item%205.%20Other%20Information) The company has no other information to report - None[157](index=157&type=chunk) [Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, which include certifications by the Chief Executive Officer and Chief Financial Officer, as well as Inline XBRL documents - Exhibits filed include CEO and CFO certifications pursuant to SEC rules and the Sarbanes-Oxley Act, and Inline XBRL instance and taxonomy documents[159](index=159&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | --- | --- | --- | |------------------------------------------------------------------------------------------------------------------|------------------------ ...