Item 1.01. Entry into a Material Definitive Agreement.
On July 18, 2022, Chavant Capital Acquisition Corp. (the "Company") issued an
unsecured convertible note (the "Promissory Note") in the aggregate principal
amount of up to $490,000 to its sponsor, Chavant Capital Partners LLC (the
"Sponsor"). The Promissory Note does not bear any interest, and outstanding
loans under the Promissory Note may be converted into private placement warrants
(the "New Private Placement Warrants") at a price of $1.00 per warrant, at the
option of the Sponsor, upon the consummation of the Company's initial business
combination, with such New Private Placement Warrants having the same terms as
the private placement warrants issued in connection with the Company's initial
public offering ("IPO"). In the aggregate, up to $1,500,000 of the loans under
the Promissory Note, together with any loans under other notes that have been
issued, or may be issued in the future, to the Sponsor or its affiliates or
certain of the Company's officers and directors to finance the Company's
transaction costs in connection with an initial business combination, may be
convertible into the New Private Placement Warrants. The Company issued the
Promissory Note in consideration for a loan from the Sponsor to fund the
Company's ongoing working capital requirements and to fund a portion of the
amounts that the Company has agreed to deposit (the "Deposit") into the
Company's trust account established in connection with its IPO (the "Trust
Account") as a result of obtaining shareholder approval of the Extension
Amendment Proposal (as defined in the Company's definitive Proxy Statement filed
with the Securities and Exchange Commission on June 24, 2022 (the "Proxy
Statement")) and discussed below. Amounts that the Company receives under the
Promissory Note that are not used for the Deposit will be used for ongoing
working capital and will not be deposited into the Trust Account. Funds will be
provided to the Sponsor for purposes of the loan by the Chairman of the board of
directors of the Company or an entity affiliated with him and by another
existing investor in the Sponsor and/or persons affiliated with such investor.
If the Company completes a business combination, it may repay such loaned
amounts out of the proceeds of the Trust Account. In the event that a business
combination does not close, the Company may use its working capital held outside
of the Trust Account to repay such loaned amounts, but no proceeds from the
Trust Account would be used for such repayment. Except to the extent converted
at the option of the Sponsor into New Private Placement Warrants, the Company
must repay the outstanding principal amount at the earlier of (i) five business
days after the closing of the initial business combination and (ii) December 31,
2023, which is the maturity date of the Promissory Note.
The foregoing description of the Promissory Note is qualified in its entirety by
reference to the full text of the Promissory Note, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a
Registrant.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
regarding the issuance of the Promissory Note is incorporated by reference
herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On July 14, 2022, the Company held an Extraordinary General Meeting of
shareholders, to obtain shareholder approval of the extension of the date by
which the Company must consummate an initial business combination from July 22,
2022 (which is 12 months from the closing of the IPO) to January 22, 2023 (the
"Extended Date") by amending the Company's Amended and Restated Memorandum and
Articles of Association (the "Extension Amendment"). The Extension Amendment
became effective upon approval of the Company's shareholders.
The foregoing description is qualified in its entirety by reference to the
Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is
incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 14, 2022, the Company held the Extraordinary General Meeting to approve
the Extension Amendment Proposal and the Adjournment Proposal, each as described
in the Proxy Statement. As there were sufficient votes to approve the Extension
Amendment Proposal, the Adjournment Proposal was not presented to shareholders.
Holders of 8,079,108 ordinary shares of the Company, representing approximately
80.79% of all of the shares entitled to vote at the Extraordinary General
Meeting, were present in person or were represented by valid proxies; therefore,
a quorum was present at the Extraordinary General Meeting.
Set forth below are the voting results for the Extension Amendment Proposal:
For Against Abstain Broker Non-Votes
8,038,650 17,809 22,649 0
Item 7.01. Regulation FD Disclosure.
In connection with the Extraordinary General Meeting, shareholders holding
7,046,967 ordinary shares of the Company exercised their right to redeem such
shares for a pro rata portion of the funds in the Company's trust account (the
"Trust Account"). As a result of redemption payments, and after giving effect to
the Company's initial Deposit of $31,450.09 (at a rate of $0.033 per
non-redeeming public share per month), the current balance in the Trust Account
is approximately $9,575,800.
As described in the Proxy Statement, based on the current number of outstanding
non-redeeming public shares, after the initial Deposit, the Company expects to
continue to deposit $31,450.09 for each subsequent monthly period, or portion
thereof, that is needed by the Company to complete a business combination by the
Extended Date.
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.
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 Proxy Statement, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Amendment to Amended and Restated Memorandum and Articles of Association.
10.1 Promissory Note, dated July 18, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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