November 23, 2022
- Chavant Capital Acquisition Corp. (CLAY) to acquire Mobix Labs (private) in a transaction valuing the combined company at an enterprise value of $276.40 million ($294.5 million of equity value).
- Mobix shareholders will receive $235 million of equity consideration at $10.0/share.
- Transaction includes 3.50 million earnout shares to Mobix shareholders at $12.5 and $15.0/share.
- ACE SO4 Holdings Limited agreed to purchase 3.00 million shares of Class A Common Stock at a price of $10.0/share. PIPE investor is eligible to receive up to 1,285,714 earnout shares subject to conditions.
- Mobix has signed a non-binding term sheet with B. Riley Principal Capital II, LLC for a $100 million equity line of credit.
- Minimum gross cash condition of $50.0 million.
- The business combination transaction is targeted to close in the first half of 2023.
- SPAC Details:
- Unit Structure: 1 ordinary share + 0.75 redeemable warrant
- #Cash in Trust: $9,672,901 (101.5% of Public Issue)
- Public Shares outstanding: 953,033 shares (11.91% of original)
- Private Shares Outstanding: 2,000,000 shares
- Reported Trust Value/ Share: $10.15
- Liquidation Date: July 22, 2022
- Outside Liquidation Date: January 22, 2023 (Intending to extend from 1/22/2023 7/22/2023)
- Name of Target: Mobix Labs
- Description of Target: Based in Irvine, California, Mobix Labs is a fabless semiconductor company delivering disruptive next generation wireless and connected solutions for a broad range of applications in markets including 5G infrastructure, automotive, consumer electronics, e-mobility, healthcare, infrastructure and defense. The Company has a robust pipeline of current and potential customers and strategic partnerships leading to a large and rapidly growing addressable market. Its extensive portfolio of intellectual property is protected by extensive trade secrets and over 90 issued and pending patents.
- Announced Date: November 16, 2022
- Expected Close: “First Half of 2023”
- Press Release: https://www.sec.gov/Archives/edgar/data/1855467/000110465922119356/tm2230576d1_ex99-1.htm
- Transaction Terms (https://www.sec.gov/Archives/edgar/data/1855467/000110465922119356/tm2230576d1_ex99-2img007.jpg):
- Enterprise Value: $276.4 million
- Equity Value:$294.5 million
- Target Shareholders Receive (~79.8%):
- Aggregate Merger consideration includes:
- Equity Consideration: $235 million at $10.00/share (23.5 million shares of SPAC Class A and SPAC Class B Common Stock)
- Earnout: 3.50 million shares of SPAC Class A Common Stock (7 years starting after 1 year of closing)
- 1.75 million shares at $12.50 per share
- 1.75 million shares at $15.00 per share
- Aggregate Merger consideration includes:
- PIPE / Financing:
- Forward Purchase Agreement: $30.0 million of common stock PIPE (3.00 million shares of Class A Common Stock at $10.0 per share)
- Investor: ACE SO4 Holdings Limited
- Earnout Shares: Up to 1,285,714 shares of SPAC Class A Common Stock if Adjusted Period VWAP < $10.0 per share
- Earnout Shares = PIPE Shares*Fraction
- PIPE Shares = Class A Common Stock issued to Investor at subscription closing
- Fraction = ($10.0 – Adjusted Period VWAP)/Adjusted Period VWAP (If Adjustment Period VWAP < $7.00, then Adjustment Period VWAP shall be deemed to be $7.00)
- Measurement Period: 30-day period starting 30 days after the date on which the PIPE Resale Registration Statement is declared effective
- Forward Purchase Agreement: $30.0 million of common stock PIPE (3.00 million shares of Class A Common Stock at $10.0 per share)
- Non-Binding Term Sheet: Target has signed a non-binding term sheet with B. Riley Principal Capital II, LLC for $100 million equity line of credit
- Redemption Protections:
- None
- Support Agreement:
- Standard voting support
- Lock-up:
- SPAC Sponsor and Key Target Shareholders:
| Lock-Up Shares | Lock-Up Period | Early Release |
| 50% | 1-year post-closing | If price equals or exceeds $12.00 per share after closing |
| 50% | 1-year post-closing | If price equals or exceeds $15.00 per share after closing |
- Closing Conditions:
- Termination date: January 22, 2023 (July 22, 2023 if extended)
- PCAOB Financials by December 15, 2022
- Minimum gross cash condition of $50 million
- Cash includes:
| Cash in Trust | ||
| Less: | Redemptions | |
| Add: | PIPE | ≥ $30.0 million |
| Add: | Target Line of Credit | ≤ $10.0 million |
| Less: | Reduction Amount (-) Amount committed to be funded before closing | $5.00 million – Amount committed to be funded before closing |
- Completion of Domestication
- Other customary closing conditions
- Termination:
- No termination fees
- Filing fee for the Notification & Report Forms filed under the HSR Act will be paid equally by SPAC and Target
- Other standard termination clauses
- Advisors:
- Target Financial Advisor: B. Riley Securities
- SPAC Financial Advisor: Needham & Company, LLC
- Target Legal Advisor: Greenberg Traurig, LLP
- SPAC Legal Advisors: Simpson Thacher & Bartlett LLP
- B. Riley Securities and Needham & Company, LLC Legal Advisor: DLA Piper LLP (US)
- Target Investor Relations Advisor: Blueshirt Capital
- Financials (N/A):
- No historical or projected financials provided
- Comparables (N/A):
- No Valuations Provided
- Company Incentive Plan:
- 10% Shares outstanding post-closing
- Annual automatic increase of lesser of:
- 5% OR Shares as determined by Board
*Denotes estimated figures by CPC
#Reported as on September 30, 2022