Chavant Capital Acquisition Corp.

09/26/2023 | Press release | Distributed by Public on 09/26/2023 14:06

Failure to Satisfy Listing Rule - Form 8-K

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

On September 20, 2023, Chavant Capital Acquisition Corp. (the "Company") received a written notice of a determination of delisting (the "Notice") by the Listing Qualifications staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq"). The Notice references the Staff's prior letter to the Company, dated March 23, 2023, as previously reported by the Company, which indicated 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 "MVLS Rule") and that the Company had until September 19, 2023 to regain compliance.

The Notice states that the Company has not regained compliance with the MVLS Rule within the required 180-day period and that the ordinary shares and the other listed securities of the Company (Nasdaq: CLAY, CLAYU and CLAYW) would be subject to delisting unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the "Panel"). Accordingly, on September 22, 2023, the Company requested a hearing before the Panel. On September 22, 2023, the Company received a letter from Nasdaq stating that a hearing has been scheduled for November 9, 2023 and that the Staff's delisting action referenced in the Notice has been stayed pending a final written decision by the Panel. The Panel has the authority to grant an additional extension period not to exceed 180 days from the date of the delisting determination. The Company is monitoring the MVLS of its ordinary shares and considering options available to it to potentially achieve compliance.

There can be no assurance that the Company will be granted more time to attempt to comply with the MVLS Rule or be able to regain or maintain compliance with Nasdaq listing standards.

Forward-Looking Statements

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," "anticipate," "believe," "predict," "plan," "targets," "projects," "could," "would," "continue," 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 withthe MVLS Rule or otherwise meet Nasdaq compliance standards, 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, 2022, which was filed with the SEC on March 31, 2023, and the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, which was filed with the SEC on August 18, 2023, 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.