Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

           Standard; Transfer of Listing.



On March 23, 2023, Chavant Capital Acquisition Corp. (the "Company") received a notice from the Listing Qualifications staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") that, for the previous 30 consecutive business days, the minimum Market Value of Listed Securities ("MVLS") for the Company's ordinary shares was below the $35 million minimum MVLS requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the "MLVS Rule"). Additionally, as of the date of this Form 8-K, the Company does not meet either of the alternative Nasdaq continued listing standards under the Nasdaq Listing Rules: shareholders' equity of at least $2.5 million or net income of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company will have 180 calendar days (until September 19, 2023) to regain compliance with the MVLS Rule. To regain compliance with the MLVS Rule, the MVLS for the Company's ordinary shares must be at least $35 million for a minimum of 10 consecutive business days at any time during this 180-day period. If the Company regains compliance with the MLVS Rule, Nasdaq will provide the Company with written confirmation and will close the matter.

If the Company does not regain compliance with the rule by September 19, 2023, Nasdaq will provide notice that the Company's ordinary shares will be delisted from the Nasdaq Capital Market. In the event of such notification, the Nasdaq rules permit the Company an opportunity to appeal Nasdaq's determination.

The Company is monitoring the MLVS of its ordinary shares and will consider options available to it to potentially achieve compliance. The Company's securities are expected to continue to trade on The Nasdaq Capital Market during the 180-day period.

This Form 8-K contains certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Form 8-K 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 that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. For example, there can be no assurance that the Company will regain compliance with the MLVS Rule during any compliance period or in the future or otherwise meet Nasdaq compliance standards, that the Company will be eligible for a second compliance period, that Nasdaq will grant the Company any relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by the Company and its management, 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 risks and uncertainties set forth under the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the Company's Annual Report on Form 10-K for the year ended December, 31, 2021, which was filed with the SEC on March 31, 2022, as such factors may be updated from time to time in the Company's filings with the SEC. 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. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made and the Company does not undertake any duty to update these forward-looking statements, except as otherwise required by law.

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