Mobix Labs (or the “Company”), an innovative provider of next
generation wireless mmWave 5G and connectivity solutions, and
Chavant Capital Acquisition Corp. (NasdaqCM: CLAY) (“Chavant”), a
publicly-traded special purpose acquisition company, announced
today a definitive merger agreement that, upon the closing of the
transaction thereunder, will result in Mobix Labs becoming a
publicly listed company. Upon closing of the transaction, the
combined company will be named Mobix Labs, Inc., and its common
stock and warrants are expected to be listed on the Nasdaq Stock
Market (the “Nasdaq”). The Company will be based in Irvine, CA and
will continue to be led by James Peterson, Executive Chairman,
Fabian Battaglia, Chief Executive Officer, and Keyvan Samini,
President and Chief Financial Officer.
Leading Wireless Solutions Providing “True” 5G
Mobix Labs is a fabless semiconductor company developing disruptive
wireless and connectivity solutions. The Company’s universal
CMOS-based chipset, which enables full 5G spectrum accessibility
with higher performance and lower cost in a single SKU solution, is
currently in development and sampling with key strategic partners
and potential customers. It is designed to accelerate and “future
proof” 5G, thereby enabling the network infrastructure to support
the continued explosion of data and realize next generation
connected products and applications. Mobix Labs is committed to
simplifying the development process for customers and maximizing
the performance of existing and next generation wireless products
by delivering flexible, high performance, cost effective, and
ultra-compact solutions. Mobix Labs also has a full suite of
connectivity solutions, including hybrid active optical cables,
transceivers and optical engines, that offer high performance at
longer distances in smaller form factors. Mobix Labs’ technology is
protected by extensive trade secrets and over 90 issued and pending
patents.
Management CommentsMr. Battaglia commented, “We
started Mobix Labs to address the critical need for reliable, cost
effective data transmission solutions for 5G because we recognized
that the current infrastructure is not capable of supporting the
explosion of data 5G is expected to create. Our products and
solutions are designed to deliver cost effective ‘True’ 5G with
higher throughput speed and lower latency while providing better
spectrum and network efficiency. Our partnership with Chavant helps
fund Mobix Labs’ organic growth plans and enables us to continue to
successfully make accretive acquisitions.”
Dr. Jiong Ma, President & Chief Executive Officer of
Chavant, added, “From our initial meeting, we’ve been very
impressed by the Company’s technology, which leverages a standard
CMOS process to attack the 5G mmW infrastructure market with a
solution that is optimized for power and performance and at a
significant cost benefit. We are excited to partner with James,
Fabian and their team, who bring deep experience in building
high-growth platform technology businesses. We believe our
combination will accelerate the business on its journey and feel
that this is the optimal time to establish an industry leading 5G
connectivity platform.”
Transaction OverviewThe transaction values
Mobix Labs with an implied pro forma enterprise value of
approximately $276 million and an implied pro forma equity value of
approximately $295 million, at a price of $10.00 per share,
assuming no redemptions by Chavant shareholders. Mobix Labs equity
holders will roll 100% of their existing equity holdings into the
combined company.
The transaction includes a $30 million fully committed common
stock PIPE at $10.00 per share. In addition, Mobix Labs has signed
a non-binding term sheet with B. Riley Principal Capital II, LLC
for a $100 million equity line of credit to further support its
growth strategy. Mobix Labs believes that the transaction
financing, combined with the equity line of credit and other
financing that Mobix Labs and Chavant have agreed to cooperate to
raise, will satisfy the minimum cash condition required to close
the transaction and will provide the Company with resources to
execute on its growth strategy. Proceeds of the transaction are
expected to be used for ongoing chipset development to capitalize
on the large and rapidly expanding global demand for improved
communication systems performance and for working capital.
Furthermore, the Company believes it will be well positioned to
continue strategic M&A that will support future growth.
The board of directors of Chavant and Mobix Labs have
unanimously approved the proposed transaction, which is expected to
be completed in the first half of 2023, subject to, among other
things, the approval of the transaction by Chavant’s shareholders
and the satisfaction of the conditions set forth in the merger
agreement, including a Form S-4 registration statement being
declared effective by the U.S. Securities and Exchange Commission
(the “SEC”).
Additional information about the proposed transaction, including
a copy of the merger agreement and investor presentation, will be
provided in Current Reports on Form 8-K to be filed by Chavant with
the SEC.
AdvisorsB. Riley Securities is serving as
financial advisor to Mobix Labs. Needham & Company, LLC is
serving as financial advisor to Chavant. Simpson Thacher &
Bartlett LLP is serving as legal advisor to Chavant. Greenberg
Traurig, LLP is serving as legal advisor to Mobix Labs. DLA Piper
LLP (US) is serving as legal counsel to B. Riley Securities and
Needham & Company, LLC. Blueshirt Capital Advisors is also
serving as an investor relations advisor to Mobix Labs.
About Mobix LabsBased 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.
Learn more
at Mobixlabs.com.
About Chavant Chavant is a blank check company
whose business purpose is to effect a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization, or
similar transaction or business combination with one or more
businesses. Chavant is focused on businesses that are positioned to
be market leaders with compelling growth opportunities and where
innovation can transform fundamental technologies to create value.
Chavant is led by Dr. Jiong Ma, Chief Executive Officer and
President, Dr. André-Jacques Auberton-Hervé, Chairman of the board
of directors and Michael Lee, Chief Financial Officer. Chavant’s
board of directors includes Dr. Patrick Ennis, a Venture Partner at
Madrona Venture Group, Dr. Karen Kerr, founder and Managing
Director of Exposition Ventures, and Dr. Bernhard Stapp, President
of CS-management GmbH.
Important Information About the Proposed Transaction and
Where to Find ItThis press release relates to a proposed
transaction between Mobix Labs and Chavant pursuant to a business
combination agreement, dated as of November 15, 2022, by and among
Chavant, CLAY Merger Sub II, Inc. and Mobix Labs (the “proposed
transaction”). Chavant intends to file a registration statement on
Form S-4 (the “Form S-4”) with the SEC, which will include a
preliminary prospectus and proxy statement of Chavant in connection
with the proposed transaction, referred to as a proxy
statement/prospectus. A proxy statement/prospectus will be sent to
all Chavant shareholders as of a record date to be established for
voting on the transaction. Chavant also will file other documents
regarding the proposed transaction with the SEC.
Before making any voting decision, investors and
security holders of Chavant are urged to read the registration
statement, the proxy statement/prospectus, and amendments thereto,
and the definitive proxy statement/prospectus in connection with
Chavant’s solicitation of proxies for its shareholders’ meeting to
be held to approve the transaction, and all other relevant
documents filed or that will be filed with the SEC in connection
with the proposed transaction as they become available because they
will contain important information about Chavant, Mobix Labs and
the proposed transaction.
Investors and securityholders will be able to obtain free copies
of the registration statement, the proxy statement/prospectus and
all other relevant documents filed or that will be filed with the
SEC by Chavant through the website maintained by the SEC at
www.sec.gov.
The documents filed by Chavant with the SEC also may be obtained
free of charge at Chavant’s website at www.chavantcapital.com or
upon written request to: Chavant Capital Acquisition Corp., 445
Park Avenue, 9th Floor New York, NY 10022.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS
APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PRESS
RELEASE, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR
RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE
DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE
CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking StatementsThis press release
contains certain “forward-looking statements” within the meaning of
the United States Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act
of 1934, as amended. All statements other than statements of
historical fact contained in this press release, including
statements regarding the benefits of the proposed transaction, the
anticipated timing of the completion of the proposed transaction,
the products offered by Mobix Labs and the markets in which it
operates, the expected total addressable markets for the products
offered by Mobix Labs, the sufficiency of the net proceeds of the
proposed transaction and related financing to fund Mobix Labs’
operations and business plan, the advantages of Mobix Labs’
technology, Mobix Labs’ competitive landscape and positioning, the
expected benefits from future strategic acquisitions, and Mobix
Labs’ growth plans, strategies and projected future results, are
forward-looking statements. Some of these forward-looking
statements can be identified by the use of forward-looking words,
including “may,” “should,” “expect,” “intend,” “will,” “estimate,”
“anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,”
“could,” “would,” “continue,” “forecast” or the negatives of these
terms or variations of them or similar expressions. All
forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward-looking statements.
All forward-looking statements are based upon estimates, forecasts
and assumptions that, while considered reasonable by Chavant and
its management, and Mobix Labs and its management, as the case may
be, are inherently uncertain and many factors may cause the actual
results to differ materially from current expectations which
include, but are not limited to:
- the risk that the proposed
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of Chavant’s securities;
- the risk that the proposed
transaction may not be completed by Chavant’s deadline for the
proposed transaction and the potential failure to obtain an
extension of the deadline for the proposed transaction if sought by
Chavant;
- the failure to satisfy the
conditions to the consummation of the proposed transaction,
including the adoption of the merger agreement by the respective
shareholders of Chavant and Mobix Labs, the satisfaction of the
minimum cash amount following redemptions by Chavant’s public
shareholders and the receipt of certain governmental and regulatory
approvals;
- the lack of a third party valuation
in determining whether or not to pursue the proposed
transaction;
- the occurrence of any event, change
or other circumstance that could give rise to the termination of
the merger agreement;
- the effect of the announcement or
pendency of the proposed transaction on Mobix Labs’ business
relationships, performance, and business generally;
- risks that the proposed transaction
disrupts current plans of Mobix Labs and potential difficulties in
Mobix Labs’ employee retention as a result of the proposed
transaction;
- the outcome of any legal proceedings
that may be instituted against Mobix Labs or against Chavant
related to the merger agreement or the proposed transaction;
- failure to realize the anticipated
benefits of the proposed transaction;
- the inability to meet and maintain
the listing of Chavant’s securities (or the securities of the
post-combination company) on Nasdaq;
- the risk that the price of Chavant’s
securities may be volatile due to a variety of factors, including
changes in the highly competitive industries in which Mobix Labs’
plans to operate, variations in performance across competitors,
changes in laws, regulations, technologies including transition to
5G, global supply chain, U.S./China trade or national security
tensions, and macro-economic and social environments affecting
Mobix Labs’ business and changes in the combined capital
structure;
- the inability to implement business
plans, forecasts, and other expectations after the completion of
the proposed transaction, and identify and realize additional
opportunities;
- the risk that Mobix Labs and its
current and future collaborators are unable to successfully develop
and market Mobix Labs’ products or solutions, or experience
significant delays in doing so;
- the risk that Mobix Labs may never
achieve or sustain profitability;
- the risk that Mobix Labs will need
to raise additional capital to execute its business plan, which may
not be available on acceptable terms or at all;
- the risk that the post-combination
company experiences difficulties in managing its growth and
expanding operations;
- the risks relating to long sales
cycles, concentration of customers, consolidation and vertical
integration of customers, and dependence on limited or sole
suppliers and channel partners;
- the risk that Mobix Labs may not be
able to consummate planned strategic acquisitions, or fully realize
anticipated benefits from past or future acquisitions or
investments;
- the risk that Mobix Labs’ patent
applications may not be approved or may take longer than expected,
and Mobix Labs may incur substantial costs in enforcing and
protecting its intellectual property;
- inability to complete the PIPE
investment in connection with the proposed transaction;
- the risk that the entry into the
equity line of credit is subject to the negotiation and execution
of a definitive agreement between the parties and the availability
of funding under the equity line of credit is subject to certain
ownership, pricing and volume limitations; and
- other risks and uncertainties set
forth in the sections entitled “Risk Factors” and “Cautionary Note
Regarding Forward-Looking Statements” in Chavant’s Annual Report on
Form 10-K for the year ended December, 31, 2021, which was filed
with the SEC on March 31, 2022 (the “2021 Form 10-K”) and Quarterly
Reports on Form 10-Q for the quarterly periods ended March 31, 2022
and June 30, 2022, as such factors may be updated from time to time
in Chavant’s filings with the SEC, the registration statement on
Form S-4 and the proxy statement/prospectus contained therein.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking
statements.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither Chavant nor
Mobix Labs gives any assurance that either Chavant or Mobix Labs or
the combined company will achieve its expected results. Neither
Chavant nor Mobix Labs undertakes any duty to update these
forward-looking statements, except as otherwise required by
law.
Participants in the SolicitationMobix Labs and
Chavant and their respective directors and officers and other
members of management may, under SEC rules, be deemed to be
participants in the solicitation of proxies from Chavant’s
stockholders with the proposed transaction and the other matters
set forth in the registration statement. Information about
Chavant’s directors and executive officers is set forth in
Chavant’s filings with the SEC, including Chavant’s 2021 Form 10-K.
Additional information regarding the direct and indirect interests,
by security holdings or otherwise, of those persons and other
persons who may be deemed participants in the proposed transaction
may be obtained by reading the proxy statement/prospectus regarding
the proposed transaction when it becomes available. You may obtain
free copies of these documents as described above under “Important
Information About the Proposed Transaction and Where to Find
It.”
No Offer or SolicitationThis press release is
not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
proposed transaction and is not intended to and does not constitute
an offer to sell or the solicitation of an offer to buy, sell or
solicit any securities or any proxy, vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be deemed to be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act.
Contacts:
Media Contact and Investor Relations Contact
Mike Anderson / Jessie Barkermobix@blueshirtgroup.com
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