Chavant Capital Acquisition (CLAY) - 2021 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Financial Statements 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 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 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 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 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] - 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][34] - 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] - 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] - 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][111] Management's Discussion and Analysis of Financial Condition and Results of Operations 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] 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] - 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] Quantitative and Qualitative Disclosures About Market Risk 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] Controls and Procedures 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] - 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] PART II. OTHER INFORMATION Legal Proceedings The company has no legal proceedings to report - None[145] Risk Factors 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] Unregistered Sales of Equity Securities and Use of Proceeds 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] - 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] - A total of $80,000,000 from the IPO and private placement proceeds was placed in a trust account[150] Defaults Upon Senior Securities The company has no defaults upon senior securities to report - None[153] Mine Safety Disclosures This item is not applicable to the company - Not applicable[155] Other Information The company has no other information to report - None[157] Exhibits 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]