As filed with the Securities and Exchange Commission on May 1, 2024 No. 333-278451 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 __________________________________ MOBIX LABS, INC. (Exact name of registrant as specified in its charter) __________________________________ | Delaware | 3674 | 98-1591717 | | --- | --- | --- | | (State or other jurisdiction of | (Primar ...

As filed with the Securities and Exchange Commission on April 15, 2024 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________ MOBIX LABS, INC. (Exact name of registrant as specified in its charter) __________________________________ | Delaware | 3674 | 98-1591717 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial ...

As filed with the Securities and Exchange Commission on April 15, 2024 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________ MOBIX LABS, INC. (Exact name of registrant as specified in its charter) __________________________________ __________________________________ Approximate date of commencement of proposed sale to the public: From time to time ...

As filed with the Securities and Exchange Commission on April 1, 2024 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________ MOBIX LABS, INC. (Exact name of registrant as specified in its charter) __________________________________ | Delaware | 3674 | 98-1591717 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | ...

As filed with the Securities and Exchange Commission on April 1, 2024 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________ MOBIX LABS, INC. (Exact name of registrant as specified in its charter) __________________________________ | Delaware | 3674 | 98-1591717 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | ...

[Part I: Financial Information](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) Part I details the unaudited condensed financial statements, management's discussion and analysis of financial condition, and internal controls and procedures [Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Chavant Capital Acquisition Corp., a shell company, reported its unaudited condensed financial statements for the period ended September 30, 2023. The statements reflect the company's status as a Special Purpose Acquisition Company (SPAC) with no operating revenue. Key elements include a significant reduction in assets due to shareholder redemptions, a net loss for the nine-month period, and liabilities primarily composed of promissory notes, warrant liability, and a PIPE derivative liability. The company faces a going concern issue due to insufficient working capital [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) The balance sheet reflects a significant reduction in assets due to shareholder redemptions and an increasing shareholders' deficit, indicating financial strain Condensed Balance Sheet Summary (Unaudited) | Balance Sheet Items | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $7,525 | $175,788 | | Investment held in trust account | $8,676,157 | $9,835,409 | | **Total Assets** | **$8,693,330** | **$10,011,197** | | **Liabilities** | | | | Total Current Liabilities | $2,245,605 | $1,020,257 | | Warrant liability | $79,220 | $335,240 | | PIPE derivative liability | $1,200,538 | $1,065,297 | | **Total Liabilities** | **$3,525,363** | **$2,420,794** | | Ordinary shares subject to possible redemption | $8,576,157 | $9,735,409 | | **Total Shareholders' Deficit** | **($3,408,190)** | **($2,145,006)** | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) The statements of operations show a net loss for the nine-month period, primarily driven by operating costs, partially offset by changes in fair value of liabilities and interest income Condensed Statements of Operations Summary (Unaudited) | Operations Data | Three months ended Sep 30, 2023 | Nine months ended Sep 30, 2023 | | :--- | :--- | :--- | | Loss from operations | ($239,376) | ($1,010,314) | | Change in fair value of warrant liability | $57,120 | $256,020 | | Interest and dividend earned on trust account | $88,700 | $313,506 | | Change in fair value of PIPE derivative liability | $87,680 | ($135,241) | | **Net (Loss) Income** | **($5,876)** | **($576,029)** | [Condensed Statements of Changes in Shareholders' Deficit](index=5&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) The statements illustrate a growing shareholders' deficit, primarily due to net losses and substantial share redemptions over the period - As of September 30, 2023, the company had **778,912 ordinary shares** subject to possible redemption, a significant decrease from **8,000,000** at the beginning of 2022 due to multiple redemption events[14](index=14&type=chunk) - The total shareholders' deficit increased from **($2,145,006)** at the beginning of 2023 to **($3,408,190)** by September 30, 2023, driven by net losses and adjustments for share redemptions[14](index=14&type=chunk) [Condensed Statements of Cash Flows](index=6&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Cash flow analysis reveals significant cash used in financing activities for share redemptions, partially offset by proceeds from sponsor promissory notes Condensed Statements of Cash Flows Summary (Unaudited) | Cash Flow Data (Nine months ended Sep 30) | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($343,459) | ($428,146) | | Net cash provided by (used in) investing activities | $1,333,604 | $70,478,927 | | Net cash used in financing activities | ($1,158,408) | ($70,211,278) | | **Net Change in Cash** | **($168,263)** | **($160,497)** | | **Cash - End of period** | **$7,525** | **$80,209** | - For the nine months ended September 30, 2023, cash used in financing activities included **$1,846,408** for the redemption of ordinary shares, partially offset by **$688,000** in proceeds from a promissory note from the sponsor[17](index=17&type=chunk) [Notes to Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail the company's formation as a SPAC, its proposed business combination with Mobix Labs, and significant financial events. Key disclosures include the terms of the Mobix Labs transaction, multiple extensions of the business combination deadline accompanied by shareholder redemptions, and the resulting Nasdaq non-compliance notices. The company's liquidity is constrained, raising substantial doubt about its ability to continue as a going concern, and it relies on loans from its sponsor for working capital. The notes also explain the accounting for complex financial instruments like warrants and a PIPE derivative liability - The company entered into a business combination agreement with Mobix Labs, Inc. on November 15, 2022. The deal includes a **$30 million PIPE investment** and the outside date for closing was extended to November 22, 2023[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - The company received delisting notices from Nasdaq for failing to meet the minimum Market Value of Listed Securities (MVLS) and the minimum of 300 public holders. A hearing was held on November 9, 2023, to request an extension to regain compliance[26](index=26&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) - The company has extended its business combination deadline to January 22, 2024. These extensions led to significant redemptions, with shareholders redeeming **7,046,967 shares** in July 2022, **96,991 shares** in January 2023, and **77,130 shares** in July 2023[36](index=36&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) - Management has concluded there is substantial doubt about the Company's ability to continue as a going concern due to significant costs and insufficient cash outside the Trust Account to operate for the next 12 months[53](index=53&type=chunk) - As of September 30, 2023, the company had drawn down a total of **$1,350,000** in working capital loans from its sponsor, consisting of **$1,150,000** in convertible notes and **$200,000** in a non-convertible note[92](index=92&type=chunk) Fair Value of Financial Instruments (as of Sep 30, 2023) | Description | Level | Fair Value | | :--- | :--- | :--- | | **Assets:** | | | | Investments held in Trust Account | 1 | $8,676,157 | | **Liabilities:** | | | | PIPE Derivative Liability | 3 | $1,200,538 | | Warrant Liability | 2 | $79,220 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company formed to effect a business combination, focusing on the proposed transaction with Mobix Labs. The analysis covers the results of operations, which reflect a net loss driven by operating costs, and the company's liquidity and capital resources. A key concern highlighted is the company's working capital deficiency and the substantial doubt about its ability to continue as a going concern, which management plans to address through the business combination and continued reliance on sponsor loans [Overview and Proposed Mobix Labs Transaction](index=23&type=section&id=Overview%20and%20Proposed%20Mobix%20Labs%20Transaction) This section provides an overview of the company's SPAC status, the proposed business combination with Mobix Labs, and ongoing Nasdaq compliance challenges - The company is a blank check company that consummated its IPO on July 22, 2021, raising **$80 million**. As of September 30, 2023, after multiple redemptions, the trust account holds **$8,676,157**[127](index=127&type=chunk)[133](index=133&type=chunk) - The company entered into a definitive business combination agreement with Mobix Labs on November 15, 2022. The transaction includes a **$30 million PIPE investment** and is expected to be listed on Nasdaq upon closing[134](index=134&type=chunk)[135](index=135&type=chunk) - The company is not in compliance with Nasdaq's continued listing rules for minimum market value and minimum public holders. It has requested an extension from a Nasdaq Hearings Panel to regain compliance, with a decision pending[137](index=137&type=chunk)[140](index=140&type=chunk)[142](index=142&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) The results of operations show a net loss for the three and nine months ended September 30, 2023, primarily due to operating costs Comparison of Operating Results | Period | Net (Loss) / Income | Key Drivers | | :--- | :--- | :--- | | **Three months ended Sep 30, 2023** | ($6,000) | Operating costs of ~$239k, offset by gains on warrant/PIPE liability and interest income | | **Three months ended Sep 30, 2022** | ($63,000) | Operating costs of ~$293k, partially offset by gains on warrant liability and interest income | | **Nine months ended Sep 30, 2023** | ($576,000) | Operating costs of ~$1.01M and loss on PIPE liability, partially offset by gain on warrant liability and interest income | | **Nine months ended Sep 30, 2022** | $576,000 | Gain on warrant liability of ~$1.53M and interest income, offsetting operating costs of ~$1.1M | [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces significant liquidity challenges and a working capital deficiency, relying on sponsor loans to fund operations and the proposed business combination - As of September 30, 2023, the company had only **$7,525** of cash held outside the trust account and a working capital deficiency of **$2,228,432**[150](index=150&type=chunk) - Management has concluded that the limited cash raises substantial doubt about the company's ability to continue as a going concern for the next 12 months. The company is reliant on loans from its sponsor to fund working capital[153](index=153&type=chunk)[154](index=154&type=chunk) - To fund operations and combination deadline extensions, the company has drawn down a total of **$1,350,000** in working capital loans from its sponsor as of September 30, 2023. Up to **$1,500,000** of such loans are convertible into warrants[161](index=161&type=chunk)[168](index=168&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the company's disclosure controls and procedures and concluded they were not effective as of September 30, 2023. This is due to the persistence of material weaknesses identified as of December 31, 2022, related to an insufficient control environment, lack of personnel with adequate accounting knowledge, and specific control deficiencies over complex accounting transactions and third-party valuations. Remediation efforts are underway but are not yet complete - Management concluded that disclosure controls and procedures were **not effective** as of September 30, 2023[178](index=178&type=chunk) - The ineffectiveness is due to material weaknesses, including a lack of sufficient personnel with appropriate accounting knowledge and experience[179](index=179&type=chunk) - Specific material weaknesses exist in controls over: (1) calculation of EPS and cash flow classification, (2) accounting for complex instruments like the PIPE, and (3) the review of third-party valuations[180](index=180&type=chunk) [Part II: Other Information](index=31&type=section&id=PART%20II.%20OTHER%20INFORMATION) Part II addresses critical other information, including significant risk factors and details regarding unregistered equity sales and the use of IPO proceeds [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) The primary risk factor highlighted is the potential for Nasdaq to delist the company's securities. The company has received notices of non-compliance for failing to meet the minimum Market Value of Listed Securities (MVLS) and the minimum number of public holders. While a hearing has been held to request an extension, there is no assurance it will be granted or that the company can regain compliance, which could severely limit trading and liquidity of its securities - The company's securities are at risk of being **delisted from Nasdaq** for failure to meet continued listing requirements[187](index=187&type=chunk) - The company received a delisting notice for failing to meet the **$35 million minimum Market Value of Listed Securities (MVLS)** rule and another for not having at least **300 public holders**[188](index=188&type=chunk)[189](index=189&type=chunk) - A hearing was held on November 9, 2023, to request more time to regain compliance, but there is no guarantee an extension will be granted. Delisting would lead to adverse consequences, including reduced liquidity and classification as a "penny stock"[192](index=192&type=chunk)[194](index=194&type=chunk)[196](index=196&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details the unregistered sale of 3,400,000 Private Warrants to the sponsor and underwriters for $3.4 million, concurrent with the IPO. It also outlines the use of proceeds from the IPO and private placement, noting that after underwriting fees and expenses, $80 million was initially placed in the trust account. Subsequent redemptions in connection with business combination deadline extensions have significantly reduced the trust account balance to $8,676,157 as of September 30, 2023 - Simultaneously with the IPO, the company completed a private sale of **3,400,000 Private Warrants** at **$1.00 per warrant**, generating gross proceeds of **$3,400,000**[198](index=198&type=chunk) - The initial **$80 million** in the trust account has been reduced by redemptions. In total, **7,221,088 Public Shares** have been redeemed for approximately **$72.4 million** across three extension votes[202](index=202&type=chunk) - As of September 30, 2023, the balance in the Trust Account was **$8,676,157**, with **778,912 ordinary shares** remaining subject to redemption[202](index=202&type=chunk)

Table of Contents Chavant Capital Acquisition Corp. 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 (Exact name of registrant as specified in its charter) | 001-40621 | | --- | Cayman Islands 001-40621 98-1591717 (Commission File Number) ...

Company Operations and Financial Status - The Company has not engaged in any operations or generated any revenue to date, functioning as a "shell company" with nominal assets primarily in cash [121]. - As of March 31, 2023, the Trust Account held $9,092,522 in investments and cash, with an additional $105,038 in cash available for working capital [128]. - For the three months ended March 31, 2023, the company reported a net loss of approximately $312,000, driven by operating costs of approximately $462,000 [138]. - As of March 31, 2023, the company had $9,092,522 in investments and cash held in the Trust Account, with a working capital deficiency of $1,435,314 [140]. - The company anticipates that cash held outside of the Trust Account will not be sufficient to operate for at least the next 12 months if a business combination is not completed [143]. - The company has incurred significant costs in pursuit of its acquisition plans, raising substantial doubt about its ability to continue as a going concern [143]. - The company does not have any long-term debt or capital lease obligations, other than the Working Capital Loans described [155]. IPO and Funding - The Company completed its IPO on July 22, 2021, raising gross proceeds of $80 million from the sale of 8 million units at $10.00 per unit [122]. - The company has incurred $1,693,616 in expenses related to the IPO, with the remaining net proceeds deposited into the Trust Account earning interest [127]. - The company issued unsecured convertible promissory notes totaling $1,150,000 to the Sponsor for Working Capital Loans [151]. Proposed Transactions and Acquisitions - The Proposed Mobix Labs Transaction, announced on November 15, 2022, involves a merger with Mobix Labs, with the combined entity expected to be named Mobix Labs, Inc. [130]. - A PIPE investment agreement is part of the Proposed Mobix Labs Transaction, involving the private placement of 3 million shares of Class A Common Stock at $10.00 per share, totaling $30 million [131]. - The Company has evaluated over 80 potential acquisition targets and submitted eight non-binding indications of interest or letters of intent [136]. - The company plans to use funds in the Trust Account to complete its initial business combination and may withdraw interest to pay taxes [141]. - The company has extended the deadline for consummating an initial business combination to July 22, 2023, following shareholder approvals [149]. Compliance and Regulatory Issues - The Company received a notice from Nasdaq on March 23, 2023, regarding non-compliance with the minimum Market Value of Listed Securities requirement of $35 million [133]. - The deadline to regain compliance with Nasdaq's MVLS Rule is September 19, 2023, after which the Company may face delisting [135]. - As of March 31, 2023, the company had drawn down $962,000 of Working Capital Loans under promissory notes, with an additional $188,000 available [154].

PART I [Business](index=10&type=section&id=ITEM%201.%20BUSINESS.) Chavant Capital Acquisition Corp. is a blank check company that completed an $80 million IPO in July 2021 and has entered a definitive business combination agreement with Mobix Labs, Inc., with a deadline of July 22, 2023 - The company is a **blank check company** incorporated on March 19, 2021, for the purpose of effecting a business combination and is considered a "shell company"[19](index=19&type=chunk) Initial Public Offering (IPO) and Private Placement Details | Item | Details | | :--- | :--- | | **IPO Date** | July 22, 2021 | | **Units Offered** | 8,000,000 Units at $10.00 per Unit | | **Gross Proceeds (IPO)** | $80,000,000 | | **Unit Composition** | One ordinary share and three-fourths of one redeemable public warrant | | **Private Placement** | 3,400,000 Private Warrants at $1.00 per warrant | | **Gross Proceeds (Private Placement)** | $3,400,000 | | **Amount in Trust Account** | $80,000,000 | - The company has twice extended its deadline to consummate a business combination, with the current deadline being **July 22, 2023**, leading to significant shareholder redemptions of **7,046,967 shares** in July 2022 and **96,991 shares** in January 2023[25](index=25&type=chunk)[26](index=26&type=chunk) - On **November 15, 2022**, the company entered into a definitive business combination agreement with **Mobix Labs, Inc.**, supported by a fully committed **$30 million PIPE investment** at **$10.00 per share**[35](index=35&type=chunk) [Risk Factors](index=20&type=section&id=ITEM%201A.%20RISK%20FACTORS.) The company faces significant risks as a blank check entity, including operational history, business combination completion, investment company status, and material weaknesses in internal controls, alongside specific risks related to the Mobix Labs transaction and its Cayman Islands incorporation - The company is a **blank check company** with no operating history, and its ability to complete an initial business combination by **July 22, 2023**, is uncertain, risking liquidation and redemption of public shares[54](index=54&type=chunk)[59](index=59&type=chunk) - There is a risk of being deemed an **investment company** under the Investment Company Act, potentially leading to burdensome compliance or forced liquidation, which the company may mitigate by holding cash, reducing interest income[63](index=63&type=chunk)[66](index=66&type=chunk) - The proposed target, **Mobix Labs**, is an **early-stage company** with a limited operating history since its **2020 inception**, making future prospects and risks difficult to evaluate[94](index=94&type=chunk) - **Material weaknesses** in internal control over financial reporting were identified as of **December 31, 2022**, due to insufficient personnel with adequate accounting knowledge, impacting controls over EPS calculation, PIPE accounting, and third-party valuation reviews[169](index=169&type=chunk)[171](index=171&type=chunk)[173](index=173&type=chunk) - The company's incorporation in the **Cayman Islands** may present difficulties for investors in protecting their interests and enforcing U.S. judgments[127](index=127&type=chunk)[128](index=128&type=chunk) [Unresolved Staff Comments](index=65&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS.) The company reports that it has no unresolved staff comments from the SEC - There are **no unresolved staff comments**[194](index=194&type=chunk) [Properties](index=65&type=section&id=ITEM%202.%20PROPERTIES.) The company's executive offices are located at 445 Park Avenue, 9th Floor, New York, NY 10022, which is considered adequate for current operations - The company's principal executive offices are located at **445 Park Avenue, 9th Floor, New York, NY 10022**[195](index=195&type=chunk) [Legal Proceedings](index=65&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS.) As of December 31, 2022, there were no material litigation, arbitration, or governmental proceedings pending against the company or its management - To the knowledge of management, there was **no material litigation, arbitration, or governmental proceeding** pending against the company as of **December 31, 2022**[196](index=196&type=chunk) [Mine Safety Disclosures](index=65&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES.) This item is not applicable to the company - Not applicable[197](index=197&type=chunk) PART II [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=66&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY%2C%20RELATED%20SHAREHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES.) The company's securities are listed on Nasdaq, it has not paid dividends, and significant shareholder redemptions totaling over $71.5 million occurred due to two extensions of its business combination deadline - The company's securities are listed on **Nasdaq**: Units (**CLAYU**), ordinary shares (**CLAY**), and Public Warrants (**CLAYW**)[200](index=200&type=chunk) - The company has **not paid any cash dividends** and does not plan to prior to completing its initial business combination[202](index=202&type=chunk) Shareholder Redemptions from Trust Account | Date | Event | Shares Redeemed | Amount Deducted from Trust ($) | | :--- | :--- | :--- | :--- | | July 14, 2022 | First Extension | 7,046,967 | $70,573,278 | | Jan 6, 2023 | Second Extension | 96,991 | $1,004,600 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=68&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS.) The company, a blank check entity with no operations, reported a **net loss of $776,000** for 2022, faces substantial doubt about its going concern ability due to a **working capital deficiency of $844,469**, and received a Nasdaq non-compliance notice for its market value Financial Performance Summary | Period | Net Income / (Loss) ($) | Key Drivers | | :--- | :--- | :--- | | **Year Ended Dec 31, 2022** | **($776,000)** | Operating costs ($1.26M), Loss on PIPE Derivative ($1.11M), offset by Gain on Warrant Liability ($1.33M) and Interest Income ($217k). | | **Inception to Dec 31, 2021** | **$361,000** | Gain on Warrant Liability ($1.12M), offset by operating costs ($763k). | Liquidity and Trust Account Balance | Date | Cash outside Trust ($) | Working Capital (Deficiency) ($) | Trust Account Balance ($) | | :--- | :--- | :--- | :--- | | **Dec 31, 2022** | $175,788 | ($844,469) | $9,835,409 | | **Dec 31, 2021** | $240,706 | N/A | $80,002,777 | - The company's financial condition raises **substantial doubt about its ability to continue as a going concern**, with management planning to address this through the proposed business combination and funding operations via working capital loans from its Sponsor, totaling **$662,000** drawn as of **December 31, 2022**[238](index=238&type=chunk)[246](index=246&type=chunk) - On **March 23, 2023**, the company received a **non-compliance notice from Nasdaq** for its Market Value of Listed Securities falling below the **$35 million minimum requirement**, with a deadline of **September 19, 2023**, to regain compliance[225](index=225&type=chunk) [Controls and Procedures](index=80&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES.) Management concluded that disclosure controls and procedures were ineffective as of December 31, 2022, due to material weaknesses in internal control over financial reporting, primarily stemming from insufficient accounting personnel and ineffective controls over complex financial calculations - Management concluded that disclosure controls and procedures were **not effective** as of **December 31, 2022**, due to **material weaknesses** in internal control over financial reporting[260](index=260&type=chunk) - The primary material weakness identified is a **lack of sufficient personnel** with the necessary internal control and accounting knowledge for the company's financial reporting requirements[264](index=264&type=chunk) - This led to further material weaknesses in specific areas, including: (1) **calculation of EPS and cash flow classification**, (2) **accounting for the complex PIPE transaction**, and (3) **review of third-party valuations**[269](index=269&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=84&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE.) The company's board comprises five members, with a majority independent, and has established audit and compensation committees, with an audit committee financial expert, all operating under an adopted Code of Ethics Executive Officers and Directors | Name | Position | | :--- | :--- | | Jiong Ma | Chief Executive Officer, President and Director | | André-Jacques Auberton-Hervé | Chairman of the Board of Directors | | Michael Lee | Chief Financial Officer | | Karen Kerr | Director | | Bernhard Stapp | Director | | Patrick J. Ennis | Director | - The board of directors consists of **five members**, with a majority (**Dr. Kerr, Dr. Ennis, and Dr. Stapp**) determined to be **independent** under Nasdaq listing standards[278](index=278&type=chunk)[281](index=281&type=chunk) - The company has an **audit committee** and a **compensation committee**, with the audit committee chaired by **Dr. Kerr**, who is deemed an "**audit committee financial expert**"[282](index=282&type=chunk)[284](index=284&type=chunk) - A **Code of Ethics** has been adopted and is available on the company's website[292](index=292&type=chunk) [Executive Compensation](index=92&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION.) Executive officers and directors receive no cash compensation, but an entity managed by the CFO is paid for financial services, and the Sponsor and affiliates are reimbursed for out-of-pocket expenses - **No executive officers or directors** have received cash compensation for services rendered[293](index=293&type=chunk) - An entity managed by the CFO, **New Highland, LLC**, is paid for consulting and financial statement preparation services on a **fixed-fee basis** for quarterly and annual reports[293](index=293&type=chunk) - The Sponsor and affiliates are **reimbursed for out-of-pocket expenses** incurred on the company's behalf, which are reviewed quarterly by the audit committee[293](index=293&type=chunk) [Security Ownership of Certain Beneficial Owners and Management](index=93&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20SHAREHOLDER%20MATTERS.) As of March 30, 2023, the Sponsor, Chavant Capital Partners LLC, is the largest beneficial owner with **55.3%** of outstanding shares, while all officers and directors as a group own **59.7%** Beneficial Ownership as of March 30, 2023 | Beneficial Owner | Number of Shares | Percentage of Outstanding (%) | | :--- | :--- | :--- | | Chavant Capital Partners LLC (Sponsor) | 1,580,813 | 55.3% | | Jiong Ma (CEO) | 1,580,813 | 55.3% | | Polar Asset Management Partners Inc. | 320,000 | 11.2% | | All officers and directors as a group | 1,706,031 | 59.7% | [Certain Relationships and Related Transactions, and Director Independence](index=94&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE.) Related party transactions include the Sponsor's purchase of Founder Shares and Private Warrants, monthly administrative fees of **$10,000** paid to the Sponsor, and **$662,000** in outstanding working capital loans from the Sponsor convertible into warrants - The Sponsor, **Chavant Capital Partners LLC**, purchased **2,000,000 Founder Shares** for **$25,000** and also purchased Private Warrants in a private placement[301](index=301&type=chunk)[303](index=303&type=chunk) - The company pays the Sponsor a monthly fee of **$10,000** for office space and administrative services[307](index=307&type=chunk) - The Sponsor has provided working capital loans to the company, with **$662,000** outstanding as of **December 31, 2022**, which are convertible into warrants[309](index=309&type=chunk)[411](index=411&type=chunk) - Holders of **Founder Shares and Private Warrants** are entitled to **registration rights**, allowing them to demand the company register their securities for resale after the business combination[305](index=305&type=chunk) [Principal Accounting Fees and Services](index=96&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES.) The company paid BDO USA, LLP **$119,000** in audit fees for FY 2022 and **$101,000** for the period from inception to December 31, 2021, with no other fees for audit-related, tax, or other services Fees Paid to BDO USA, LLP | Fee Type | FY 2022 ($) | Inception to Dec 31, 2021 ($) | | :--- | :--- | :--- | | Audit Fees | $119,000 | $101,000 | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | PART IV [Exhibits, Financial Statement Schedules](index=98&type=section&id=ITEM%2015.%20EXHIBITS%2C%20FINANCIAL%20STATEMENT%20SCHEDULES.) This section presents the audited financial statements for 2022 and 2021, including the auditor's report with a going concern uncertainty, detailing the company's financial position, operations, and cash flows - The independent auditor's report includes a paragraph expressing **substantial doubt about the Company's ability to continue as a going concern** due to insufficient cash and working capital[324](index=324&type=chunk) Balance Sheet Summary (as of Dec 31, 2022) | Account | Amount ($) | | :--- | :--- | | **Assets** | | | Cash | $175,788 | | Investment held in trust account | $9,835,409 | | **Total Assets** | **$10,011,197** | | **Liabilities & Equity** | | | Total Liabilities | $2,420,794 | | Ordinary shares subject to redemption | $9,735,409 | | Total Shareholders' Deficit | ($2,145,006) | | **Total Liabilities & Equity** | **$10,011,197** | - The financial statements reflect a **net loss of $776,129** for the year ended **December 31, 2022**, compared to a **net income of $361,059** for the period from inception to **December 31, 2021**[335](index=335&type=chunk)

PART I. FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) Unaudited Q3 2022 financial statements show significant asset reduction from share redemptions, a net loss, and a subsequent business combination agreement with Mobix Labs [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) Total assets significantly decreased to $9.75 million by September 30, 2022, primarily due to shareholder redemptions from the trust account Condensed Balance Sheet Comparison (Unaudited) | Account | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $80,209 | $240,706 | | Investment held in trust account | $9,672,901 | $80,002,777 | | **Total Assets** | **$9,753,110** | **$80,676,074** | | **Liabilities & Equity** | | | | Warrant liability | $136,000 | $1,667,262 | | Total Liabilities | $810,508 | $1,736,264 | | Ordinary shares subject to possible redemption | $9,572,901 | $80,000,000 | | Total Shareholders' Deficit | ($630,299) | ($1,060,190) | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) Q3 2022 saw a net loss of $63,074, a reversal from 2021 net income, primarily due to warrant liability fair value changes Statement of Operations Highlights (Unaudited) | Metric | Q3 2022 | Q3 2021 | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | :--- | :--- | | Loss from operations | ($292,902) | ($362,248) | ($1,104,243) | ($410,235) | | Gain from change in fair value of warrant liability | $119,000 | $1,156,000 | $1,531,262 | $1,156,000 | | Interest earned on trust account | $110,828 | $789 | $149,051 | $789 | | **Net Income (Loss)** | **($63,074)** | **$794,541** | **$576,070** | **$746,554** | [Condensed Statements of Cash Flows](index=6&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash decreased by $160,497 for the nine months ended September 30, 2022, driven by significant cash outflows for ordinary share redemptions - The most significant cash flow event was the redemption of ordinary shares, with **$70.57 million** withdrawn from the Trust Account and paid to shareholders[18](index=18&type=chunk) Cash Flow Summary (Nine Months Ended Sep 30, 2022) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | ($428,146) | | Net cash from investing activities | $70,478,927 | | Net cash from financing activities | ($70,211,278) | | **Net Change in Cash** | **($160,497)** | [Notes to Financial Statements](index=7&type=section&id=Notes%20to%20Financial%20Statements) Notes detail SPAC formation, July 2022 share redemptions, going concern doubts due to limited cash, and the November 2022 Mobix Labs business combination - On July 14, 2022, shareholders approved extending the business combination deadline to January 22, 2023 In connection with this, shareholders holding **7,046,967 shares** redeemed them for approximately **$70.6 million**[28](index=28&type=chunk) - The company's cash of **$80,209** held outside the Trust Account is not sufficient to operate for the next 12 months, raising **substantial doubt** about its ability to continue as a going concern[41](index=41&type=chunk) - On **November 15, 2022**, the company entered into a definitive business combination agreement with **Mobix Labs, Inc** The transaction is expected to close in the first half of 2023[106](index=106&type=chunk) - To fund working capital, the Sponsor has provided loans, with **$362,000** drawn as of September 30, 2022, and an additional **$200,000** drawn in October 2022[84](index=84&type=chunk)[105](index=105&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a blank check company, it reported a Q3 2022 net loss and faces going concern doubts due to limited cash, with a Mobix Labs business combination pending - The company is a **'shell company'** formed for the purpose of effecting a business combination and has not engaged in any operations or generated revenue to date[110](index=110&type=chunk) - On **November 15, 2022**, the company entered into a business combination agreement with **Mobix Labs, Inc.**, which is expected to close in the first half of 2023[118](index=118&type=chunk) - The company's limited cash of **$80,209** and working capital deficiency of **$730,299** as of September 30, 2022, raise **substantial doubt** about its ability to continue as a going concern for the next 12 months[131](index=131&type=chunk) - To fund operations, the company has drawn down **$562,000** under Working Capital Loans from its Sponsor as of November 17, 2022[130](index=130&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=23&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 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[141](index=141&type=chunk) [Controls and Procedures](index=23&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were ineffective as of September 30, 2022, due to a material weakness in earnings per share presentation, with a remediation plan underway - Disclosure controls and procedures were deemed **not effective** as of **September 30, 2022**[143](index=143&type=chunk) - The ineffectiveness was due to a **material weakness** in internal control over financial reporting concerning the presentation of earnings per share[143](index=143&type=chunk) - Management plans to remediate the weakness by enhancing processes and increasing communication with accounting professionals[144](index=144&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=24&type=section&id=Item%201.%20Legal%20Proceedings) The company has reported no legal proceedings - There are **no legal proceedings** to report[147](index=147&type=chunk) [Risk Factors](index=24&type=section&id=Item%201A.%20Risk%20Factors) Key risks include a new 1% excise tax on redemptions, potential investment company classification, and possible CFIUS review impacting the Mobix Labs business combination - The company may be subject to a **new 1% non-deductible U.S. federal excise tax** on stock redemptions occurring after December 31, 2022, under the Inflation Reduction Act of 2022, which could reduce cash available for a business combination[148](index=148&type=chunk) - There is a risk of being deemed an **investment company** under the **Investment Company Act**, particularly if a business combination is not completed within 24 months of the IPO To mitigate this, the company may liquidate securities in its Trust Account and hold cash, which would reduce returns for shareholders[150](index=150&type=chunk)[153](index=153&type=chunk) - The proposed business combination with **Mobix Labs** may be subject to review by **CFIUS** due to the Sponsor's substantial ties to non-U.S. persons A CFIUS review could delay, modify, or prevent the transaction[156](index=156&type=chunk)[157](index=157&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company sold 3.4 million private placement warrants for $3.4 million, with proceeds deposited into a trust account, reduced to $9.67 million after July 2022 redemptions - Simultaneously with the IPO, the company sold **3,400,000 Private Placement Warrants** at **$1.00 per warrant**, raising **$3,400,000** in a private sale exempt from registration[160](index=160&type=chunk) - Gross proceeds of **$80,000,000** from the IPO and proceeds from the warrant sale were placed in a trust account[159](index=159&type=chunk)[162](index=162&type=chunk) - In July 2022, **$70,573,278** was paid out of the trust account to redeem **7,046,967 ordinary shares**, leaving a balance of **$9,672,901** in the trust account as of September 30, 2022[163](index=163&type=chunk) [Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company has reported no defaults upon senior securities - **None**[164](index=164&type=chunk) [Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - **Not applicable**[165](index=165&type=chunk) [Other Information](index=27&type=section&id=Item%205.%20Other%20Information) The company has reported no other information - **None**[166](index=166&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, which include certifications by the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act, and Inline XBRL documents - The exhibits filed include **CEO and CFO certifications** (Exhibits 31.1, 31.2, 32.1, 32.2) and Inline XBRL data files (Exhibits 101 and 104)[170](index=170&type=chunk) Signatures - The report was duly signed on **November 17, 2022**, by **Michael Lee, the Chief Financial Officer**[173](index=173&type=chunk)[175](index=175&type=chunk)