Item 7.01 |
Regulation FD Disclosure. |
On June 29, 2022, Chavant Capital Acquisition Corp. (the “Company”)
signed a non-binding Letter of Intent with a U.S.-based technology company (the “Target”). The Target is developing advanced
connectivity solutions with high bandwidth and low latency, targeting customers in the infrastructure, consumer electronics, satellite,
automotive and other sectors, and the Company believes that the Target holds attractive intellectual property. The Target has an experienced
management team with a demonstrated ability to drive growth and scale businesses. The Company expects that it can offer the Target its
resources, its experience in the advanced manufacturing and advanced materials technology sectors and its network of industry relationships
in the Target’s markets to support the Target’s growth, making this an attractive potential business combination for the Company’s
shareholders. Completion of the business combination with the Target is subject to, among other matters, the completion of due diligence,
the negotiation of a definitive agreement providing for the transaction, satisfaction of the conditions negotiated therein and approval
of the transaction by the Company’s shareholders. There can be no assurance as to the timing of any business combination or whether
such a transaction will be completed at all.
The information in this Item 7.01 shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the
filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements”
within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, but are not limited to, statements regarding the Company or its management team’s expectations,
hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements in this Current Report on Form 8-K may include, for
example, statements about the Company’s ability to complete a business combination and the anticipated benefits of a business combination.
The forward-looking statements contained in this Current Report on
Form 8-K are based on the Company’s current expectations and beliefs concerning future developments and their potential effects
on the Company. There can be no assurance that future developments affecting the Company will be those that it has anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under “Item 1A. Risk Factors”
of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31,
2022, under “Risk Factors” in the Company’s definitive proxy statement on Schedule 14A, related to the Company’s
extension vote, filed with the SEC on June 24, 2022 and in other reports the Company files with the SEC. Should one or more of these risks
or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects
from those projected in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.