8-K
filed December 28, 2023, 6:59 PM ET
ticker MOBX
CIK 0001855467
M&A
confidence high
sentiment neutral
materiality 0.75
MOBIX LABS, INC (MOBX): M&A transaction — Chavant completes merger with Mobix Labs, begins trading as MOBX; PIPE and EMI acquisition closed
MOBIX LABS, INC
- On Dec 21, 2023, Chavant merged with Mobix Labs; combined company renamed Mobix Labs, Inc. and began trading Dec 22 on Nasdaq (MOBX, MOBXW).
- Post-merger shares: 26,376,280 Class A and 2,254,901 Class B common; former Mobix equity holders hold ~91.5% voting power.
- PIPE investments totaled ~$22.75M: Sage Hill $15M, Sponsor $2M (debt forgiveness), other investors $4.75M; plus non-redemption warrant issuance for 202,489 Class A shares.
- Mobix Labs also closed acquisition of EMI Solutions on Dec 18 for 964,912 shares and $2.2M cash, with $1M payable within 30 days post-closing.
- Founder and legacy holders subject to lock-up: 50% until earlier of 1-year or $12 VWAP, remaining 50% until $15 VWAP or 1 year.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
MOBIX LABS, INC: Adopted new code of business conduct and ethics on Closing Date.
- Change
- code of ethics
Exact text from the filing
On the Closing Date, in connection with the Closing, the Board adopted a new code of business conduct and ethics applicable to all of the Company’s directors, employees and contractors.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
MOBIX LABS, INC: Ceased to be a shell company as a result of the Transaction.
- Change
- shell status
Exact text from the filing
As a result of the Transaction, the Company ceased to be a shell company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
MOBIX LABS, INC: Changed fiscal year end from December 31 to September 30 effective Closing Date.
- Change
- fiscal year change
Exact text from the filing
Effective as of the Closing Date, the Company’s fiscal year end changed from December 31 to September 30.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
MOBIX LABS, INC: Amended and restated certificate of incorporation and bylaws.
- Change
- bylaw amendment
Exact text from the filing
On the Closing Date, the Company amended and restated its certificate of incorporation (as amended and restated, the “Amended and Restated Charter”), which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date and included the amendments proposed by the above proposals, and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective immediately prior to the Closing.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
MOBIX LABS, INC underwent a change of control involving Chavant Capital Acquisition Corp. (closed 2023-12-21).
- Action
- change of control
- Counterparty
- Chavant Capital Acquisition Corp.
- Closing
- 2023-12-21
Exact text from the filing
the registrant consummated the previously announced transactions pursuant to the Business Combination Agreement
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
MOBIX LABS, INC entered into Sponsor Warrant with the Sponsor (effective 2023-12-19).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- the Sponsor
- Effective
- 2023-12-19
Exact text from the filing
In connection with the execution of the Sponsor PIPE Subscription Agreement, Mobix Labs issued to the Sponsor a warrant to purchase 272,454 shares of Mobix Labs Stock at an exercise price of $0.01 per share, exercisable upon the closing of the Sponsor PIPE Subscription Agreement (the “Sponsor Warrant”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
MOBIX LABS, INC entered into Sponsor Letter Agreement with the Sponsor (effective 2023-12-20).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- the Sponsor
- Effective
- 2023-12-20
Exact text from the filing
On December 20, 2023, Chavant also entered into a Sponsor Letter Agreement with the Sponsor (the “Sponsor Letter Agreement”). Pursuant to the Sponsor Letter Agreement, as consideration for the 199,737 shares issued pursuant to the Sponsor PIPE Subscription Agreement, the Sponsor agreed to forgive, effective upon the Closing, approximately $1,997,370 of aggregate outstanding obligations of Chavant owed to the Sponsor
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
MOBIX LABS, INC entered into Sage Hill PIPE Subscription Agreement with Sage Hill Investors, LLC valued at $15,000,000 (effective 2023-12-18).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Sage Hill Investors, LLC
- Value
- $15,000,000
- Effective
- 2023-12-18
Exact text from the filing
On December 18, 2023, the Company entered into a subscription agreement (the “Sage Hill PIPE Subscription Agreement”) with Sage Hill Investors, LLC (“Sage Hill”), pursuant to which Sage Hill agreed to purchase, in a private placement that closed substantially concurrently with the Closing of the Transaction, 1,500,000 shares of Class A Common Stock in cash at a price of $10.00 per share for an aggregate purchase price of $15,000,000
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
MOBIX LABS, INC entered into Sage Hill Warrant with Sage Hill Investors, LLC (effective 2023-12-18).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Sage Hill Investors, LLC
- Effective
- 2023-12-18
Exact text from the filing
In connection with the execution of the Sage Hill PIPE Subscription Agreement, Mobix Labs issued to Sage Hill a warrant to purchase 1,500,000 shares of Mobix Labs Stock at an exercise price of $0.01 per share, exercisable upon the closing of the Sage Hill PIPE Subscription Agreement and stockholder approval (the “Sage Hill Warrant”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
MOBIX LABS, INC entered into Sponsor PIPE Subscription Agreement with the Sponsor valued at $1,997,370 (effective 2023-12-19).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- the Sponsor
- Value
- $1,997,370
- Effective
- 2023-12-19
Exact text from the filing
On December 19, 2023, Chavant entered into the subscription agreement (the “Sponsor PIPE Subscription Agreement”) with the Sponsor pursuant to which the Sponsor agreed to purchase, in a private placement that closed substantially concurrently with the Closing, 199,737 shares of Class A Common Stock at a price of $10.00 per share for an aggregate purchase price of $1,997,370 paid through the forgiveness of the Forgiven Chavant Obligations
View on SEC.gov
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