Material Event - Form 8-K

PIPE Investments

Sage Hill PIPE Subscription Agreement and Sage Hill Warrant

As of December 18, 2023, Chavant entered into a subscription agreement with Sage Hill Investors, LLC ("Sage Hill") and Mobix Labs (the "Sage Hill PIPE Subscription Agreement") pursuant to which Sage Hill has agreed to purchase, in a private placement to close substantially concurrently with the Closing of the Proposed 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, on the terms and subject to the conditions set forth in the Sage Hill PIPE Subscription Agreement. The terms of the Sage Hill PIPE Subscription Agreement (other than the purchase amount) are substantially similar to those in the subscription agreement entered into between Chavant and ACE SO4 Holdings Limited (the "ACE PIPE Subscription Agreement") in connection with the execution of the Business Combination Agreement on November 15, 2022, including those relating to issuance of additional shares of Class A Common Stock in the event that the Adjustment Period VWAP is less than $10.00, resale registration obligations and voting rights, as described on pp. 199 and 200 of the Proxy Statement/Prospectus.

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 common stock of Mobix Labs at an exercise price of $0.01 per share (the "Sage Hill Warrant"). The Sage Hill Warrant becomes exercisable upon the closing of the Sage Hill PIPE Subscription Agreement and stockholder approval, which is expected to be obtained following the Closing of the Proposed Transaction. Chavant expects that the Sage Hill Warrant will remain outstanding following the Closing of the Proposed Transaction and will be exercised on or after the date that stockholder approval of the Sage Hill Warrant is obtained.

The foregoing descriptions of the Sage Hill PIPE Subscription Agreement and the Sage Hill Warrant do not purport to be complete and are qualified in their entirety by the terms and conditions of the Sage Hill PIPE Subscription Agreement and Sage Hill Warrant, filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated by reference herein.