Chavant Capital Acquisition Corp.

The vote quantifies one leg of the dilution — up to 4,876,860 Class A shares from warrants sold in a private placement — and Rule 5635(d) is engaged because that issuance can exceed 19.99% of shares outstanding at a price below the Nasdaq minimum. The excerpt captures only the first of the three proposals in full, so the balance of what is being approved, including items the board would have discretion over, sits in the parts of the statement not carried here.

The PIPE warrants have been outstanding since the December 21, 2023 closing and cannot be exercised into their full 1,750,000 shares without this vote, so the investors who funded the combination are still waiting a year later for the stock they bargained for. Rule 5635(d) is engaged because the exercise price sits below the Nasdaq minimum price, meaning the shares would be issued at a discount to market — the reason shareholder consent is required rather than assumed.

The post-domestication charter creates two classes with unequal votes: Class A common stock of $0.00001 par value carries one vote per share while Class B carries ten, voting together as a single class except where law requires otherwise. A Chavant public holder receives one Class A share for each ordinary share and one Class A warrant for each existing warrant, so the public side lands entirely in the one-vote class. The Transaction also bundles a PIPE Private Placement, a Sponsor Letter Agreement and Written Consents into the same approval.

The post-domestication charter creates two classes with unequal votes: Class A common stock of $0.00001 par value carries one vote per share and Class B carries ten, voting together as a single class except where law requires otherwise, with Class B convertible one-for-one into Class A at the holder's option or on transfer. A Chavant public holder receives one Class A share per ordinary share and one Class A warrant per existing warrant, so the public side sits entirely in the one-vote class. The Transaction also bundles a PIPE Private Placement and a Sponsor Letter Agreement.

The post-closing charter creates a ten-to-one voting structure: Class A common stock carries one vote per share and Class B carries ten, voting together as a single class except where law requires otherwise. Class B converts one-for-one into Class A at the holder's option, on transfer, in specified circumstances, and automatically on the seventh anniversary of the closing — so the supervoting block is not permanent but outlasts most holding periods. Chavant's ordinary shares and warrants each convert one-for-one at the domestication, into stock of $0.00001 par value.

23,927,767 shares is the ceiling on issuance and it is stated in the first version rather than left blank, so a Chavant shareholder can size the dilution from the outset, with warrants over a further 6,000,000 shares on top. The domestication happens immediately before the merger, so approving the transaction also moves the shares from Cayman Islands law to Delaware law. The document is a proxy statement for an extraordinary general meeting and remains preliminary and subject to completion.

What changed: Mobix Labs, Inc. (Nasdaq: MOBX) reported under Item 2.02 that on August 13, 2026 it held an investor call announcing certain results of operations for the quarter ended June 30, 2026 and guidance for the fourth quarter. The information is stated to be preliminary while the company finalizes its results: third quarter revenue is expected in the range of $750,000 to $850,000 and fiscal fourth quarter revenue $1.4 million to $1.8 million, with the Form 10-Q to contain the complete results. Why it matters: Preliminary revenue of $750,000 to $850,000 for a quarter already closed, disclosed on a call rather than in a filing, is the first public figure for the period and is furnished rather than filed. The company names a going-concern risk in the same document.

What changed: Mobix Labs, Inc. (Nasdaq: MOBX) filed, under cover of Schedule 14A additional materials, a Form 8-K reporting that on August 13, 2026 it held an investor call announcing certain results for the quarter ended June 30, 2026 and guidance for the fourth quarter. The figures given are preliminary and the company states it is still reviewing and finalizing its financial results: it expects third quarter revenue in the range of $750,000 to $850,000 and fiscal fourth quarter revenue of $1.4 million to $1.8 million. Why it matters: The quarter ended June 30, 2026 is the company's fiscal third quarter, and the $750,000–$850,000 range is a preliminary figure the company itself flags as subject to change before the 10-Q. The fourth-quarter range implies revenue roughly doubling, and it is guidance rather than a result.

What changed: 8-K of Mobix Labs, Inc. Item 1.01 (entry into a material definitive agreement): on July 24, 2026 the Company executed an Agreement and Plan of Merger with two wholly owned merger subsidiaries, Vision Aerial, Inc. and a shareholder representative, providing for the acquisition of Vision Aerial through successive mergers intended to qualify as a reorganization under Section 368(a). Consideration is Class A common stock equal to $12 million divided by the Rollover Share Price plus $3,000,000 cash, subject to post-closing price adjustments and indemnification holdbacks. Why it matters: The Rollover Share Price is the 20-trading-day volume weighted average price ending on the third trading day before closing, floored at $2.00 and capped at $3.00 subject to adjustment for splits and similar events, so the share count moves inversely within that band. Closing conditions include approval by the stockholders of both companies and, unusually for a signed agreement, satisfaction of the Company's own due diligence investigation. The Merger Agreement is not attached and is expected to be filed by amendment.