UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant
to Section 14(a) of the
Securities Exchange
Act of 1934
(Amendment No. )
Filed by the
Registrant x
Filed by a Party
other than the Registrant ¨
Check the appropriate box:
x Preliminary
Proxy Statement
¨ Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive
Proxy Statement
¨ Definitive
Additional Materials
¨ Soliciting
Material Pursuant to §240.14a-12
Chavant
Capital Acquisition Corp.
(Name of Registrant
as Specified In Its Charter)
(Name of Person(s) Filing
Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that
apply):
x
No fee required.
¨
Fee paid previously with preliminary materials.
¨
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) (1) and 0-11.
PRELIMINARY
PROXY STATEMENT — SUBJECT TO COMPLETION, DATED JUNE 8, 2022
Chavant Capital Acquisition Corp.
445 Park Avenue, 9th Floor
New York, NY 10022
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To Be Held at [ : ] a.m. Eastern Time on [·], 2022
Dear Shareholders:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Special
Meeting”) of Chavant Capital Acquisition Corp. (“Chavant,” the “Company,” “we,” “us”
or “our”), a Cayman Islands exempted company, will be held at [ : ] a.m. Eastern Time on [·], 2022, or at such other
time and on such other date at which the meeting may be adjourned or postponed, via live webcast. You may access the Special Meeting at:
Live
Webcast:
https://www.cstproxy.com/chavantcapital/2022
The meeting may be attended virtually online via the Internet, and
for purposes of the amended and restated memorandum and articles of association (“Amended and Restated Memorandum and Articles of
Association”) of the Company, the physical location of the meeting is at the offices of Simpson Thacher & Bartlett LLP
located at 425 Lexington Avenue, New York, New York 10017, United States of America. In light of public health concerns regarding COVID-19,
virtual attendance is encouraged and attendees of the physical meeting are required to adhere to the then prevailing COVID-19 measures
and regulations implemented by the venue provider and state and local authorities, including, but not limited to, with respect to vaccination,
mask-wearing and testing. The venue currently requires attendees to provide proof of vaccination. If you plan on attending in person please
email list-ChavantSpecialMeeting@lists.stblaw.com at least one day prior to the Extraordinary General Meeting.
Telephone:
Within the U.S. and Canada: +1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Passcode: 5485241#
You will need the 12-digit meeting control number that is printed on
your proxy card to enter the Special Meeting via live webcast. The Company recommends that you log in at least 15 minutes before the Special
Meeting to ensure you are logged in when the Special Meeting starts. Even if you are planning on attending the Special Meeting online,
please promptly submit your proxy vote by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing
and returning the enclosed proxy, so your shares will be represented at the Special Meeting. Instructions on voting your shares are on
the proxy materials you received for the Special Meeting. Even if you plan to attend the Special Meeting online, it is strongly recommended
you complete and return your proxy card before the Special Meeting date, to ensure that your shares will be represented at the Special
Meeting if you are unable to attend.
The accompanying proxy statement (the “Proxy Statement”)
is dated [·], 2022, and is first being mailed to shareholders of the Company on or about that date.
The sole purpose of the Special Meeting is to consider and vote on
the following proposals:
| · | a special resolution to approve the extension of the date by which the Company must consummate an initial business combination
from July 22, 2022 (which is 12 months from the closing of our initial public offering) to January 22, 2023 (the
“Extended Date”) by amending the Company’s Amended and Restated Memorandum and Articles of Association, in the
form set forth in Annex A to the accompanying Proxy Statement (the “Extension Amendment Proposal” and any such
extension effected pursuant thereto, the “Extension”); and |
| · | an ordinary resolution to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies and if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes
to approve the Extension Amendment Proposal (the “Adjournment Proposal”). The Adjournment Proposal is only expected to be
presented at the Special Meeting if there are not sufficient votes to approve the Extension Amendment Proposal. |
The Extension Amendment Proposal must be approved by a special resolution
under Cayman Islands law, which requires the affirmative vote of the holders of a majority of at least two-thirds of shares who, being
entitled to do so, attend and vote or are represented by proxy and entitled to vote at a general meeting of the Company.
The Adjournment Proposal must be approved by an ordinary resolution
under Cayman Islands law, which requires the affirmative vote of the holders of a simple majority of the shares who, being entitled to
do so, attend and vote or are represented by proxy and entitled to vote at a general meeting of the Company.
The purpose of the Extension is to allow us more time to complete an
initial business combination (the “Business Combination”). The Amended and Restated Memorandum and Articles of Association
provides that we have until July 22, 2022 to complete a Business Combination. Our board of directors (the “Board”) currently
believes that there will not be sufficient time to complete a Business Combination by July 22, 2022. Therefore, our Board has determined
that it is in the best interests of the Company and its shareholders to amend the Amended and Restated Memorandum and Articles of Association
to extend the date that we have to consummate a Business Combination to the Extended Date in order to provide our shareholders with the
chance to participate in an investment opportunity. In the event that the Company enters into a definitive agreement for a Business Combination
prior to the Special Meeting, the Company will issue a press release and file a Current Report on Form 8-K with the SEC announcing
the proposed Business Combination.
The Company has agreed that if the Extension Amendment Proposal
is approved, prior to filing the extension amendment, it will make a deposit (each deposit being referred to herein as a
“Deposit”) into the trust account established in connection with the IPO (the “Trust Account”) of $[·].
Such amount is based upon the assumption that [·] public shares (each an
“Assumed Remaining Public Share,” and collectively, the “Assumed Remaining Public Shares”) will not be
redeemed in connection with the Extension Amendment Proposal and a deposit price of $[·]
per Assumed Remaining Public Share per month. After the initial Deposit, the Company shall deposit $[·]
per Assumed Remaining Public Share for each monthly period dated from July 22, 2022, or portion thereof, that is needed by the Company
to complete a Business Combination by the Extended Date, except as provided below. If more public shares than the Assumed Remaining
Public Shares remain outstanding after redemptions in connection with the Extension, then the amount paid per share will be reduced
proportionately. For example, if no public shares are redeemed and all of our public shares remain outstanding in connection with
the Extension, then the amount deposited per share will be approximately $[·] per
share. However, if [·] public shares are redeemed and only the Assumed Remaining
Public Shares remain outstanding after redemptions in connection with the Extension, then the amount deposited per share will be
approximately $[·] per share. If the Company does not have the funds necessary to
make the Deposit referred to above, then Chavant Capital Partners LLC, a Delaware limited liability company (the
“Sponsor”), affiliates of the Sponsor and/or certain of the Company’s directors and officers will loan us (the
Sponsor, its affiliates and/or Company director or officers making the loan being referred to herein collectively as a
“Contributor,” and each loan being referred to herein as a “Contribution”) the amounts described above for
the Company to Deposit. Accordingly, if the Extension Amendment Proposal is approved and the extension amendment is filed and the
Company takes the full time through the Extended Date to complete a Business Combination, the redemption amount per share at the
meeting for such Business Combination or the Company’s subsequent liquidation will be approximately $[·]
per Assumed Remaining Public Share (without taking into account any interest), in comparison to the current redemption amount of
approximately $[·] per share. The first Deposit or Contribution will be made prior
to the filing of the extension amendment, if the Extension Proposal is approved. The Contribution(s) will not bear any interest
and will be repayable by the Company to the Contributor(s) upon consummation of an initial business combination. The loans will
be forgiven if the Company is unable to consummate an initial business combination, except to the extent of any funds held outside
of the Trust Account. After the first Deposit or Contribution, each subsequent Deposit or Contribution will be placed in the Trust Account no less than two business days prior to the 22nd day of each month (or the next business day
thereafter if such 22nd day is not a business day) for each
such monthly period that occurs prior to the Extended Date.
If
the Extension Amendment Proposal is not approved and we do not consummate a Business Combination by July 22, 2022 in accordance with
our Amended and Restated Memorandum and Articles of Association, we will (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the ordinary shares sold
as part of the units in the Company’s initial public offering that was consummated on July 22, 2021 (the “IPO”)
(the “public shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account
established by the Company upon the consummation of the IPO and into which a certain amount of the net proceeds of the IPO, together with
certain of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, were deposited, including
interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000
of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely
extinguish the rights of the holders of public shares (the “public shareholders”) as shareholders (including the right to
receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the Company’s remaining shareholders and the Company’s Board, liquidate and dissolve, subject in each case
to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law
(the foregoing three actions being referred to herein as to “wind up, redeem and liquidate”).
In
connection with the Extension Amendment Proposal, each public shareholder other than the Sponsor, an officer or a director may elect to
redeem their public shares upon the approval or effectiveness of the Extension Amendment at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and
not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the requirement
(the “Redemption Limitation”) that the Company not redeem public shares that would cause the Company’s net tangible
assets to be less than $5,000,001, and which election we refer to as the “Election.” An Election can be made regardless of
whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal. The public shareholders
may make an Election regardless of whether such public shareholders were holders as of the record date. Public shareholders who do not
make the Election would be entitled to have their shares redeemed for cash if we have not completed our Business Combination by the Extended
Date. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal,
if the Extension is implemented and a public shareholder does not make an Election, they will retain the right to vote on any proposed
Business Combination through the Extended Date if the Extension Amendment is approved and the right to redeem their public shares at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to
the consummation of such Business Combination, including interest (which interest shall be net of taxes payable), divided by the number
of then outstanding public shares, in the event a proposed Business Combination is completed, subject to certain conditions and limitations.
We are not asking you to vote on any proposed Business Combination at this time.
Based
upon the amount in the Trust Account as of March 31, 2022, which was $80,004,750, we anticipate that the per-share price at which
public shares will be redeemed from cash held in the Trust Account will be approximately $[·] at the time of the Special Meeting.
The closing price of the public shares on The Nasdaq Capital Market on [·], 2022, the most recent practicable closing price
prior to the mailing of this Proxy Statement, was $[·]. Shareholders may not be able to sell their shares in the open market, even
if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities
when such shareholders wish to sell their shares. We will not proceed with the Extension if redemption of our public shares would cause
us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal.
The
withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following
the Election, and the amount remaining in the Trust Account may be only a small fraction of the approximately $80,004,750 that was in
the Trust Account as of March 31, 2022. In such event, we may need to obtain additional funds to complete a Business Combination,
and there can be no assurance that such funds will be available on terms acceptable or at all.
TO
DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN TIME ON [·], 2022, TWO BUSINESS DAYS BEFORE THE SPECIAL MEETING,
YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR TO DELIVER
YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD
ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.
There will be no redemption rights or liquidating distributions with
respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of the ordinary
shares initially purchased by the Company’s Sponsor, in a private placement prior to the Company’s IPO (the “founder
shares” and, together with the public shares, the “shares”), and our independent directors, will not receive any monies
held in the Trust Account as a result of their ownership of founder shares.
The Adjournment Proposal, if adopted, will allow our Board to adjourn
the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented
to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension
Amendment Proposal.
The Extension Amendment Proposal must be approved by a special resolution
under Cayman Islands law, which requires the affirmative vote of the holders of a majority of at least two-thirds of the shares who, being
entitled to do so, attend and vote or are represented by proxy and entitled to vote thereon at the Special Meeting. The approval of the
Extension is essential to the implementation of our Board’s plan to extend the date by which we must consummate our Business Combination.
Notwithstanding shareholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement
the Extension at any time without any further action by our shareholders.
The Adjournment Proposal must be approved by an ordinary resolution
under Cayman Islands law, which requires the affirmative vote of the holders of a simple majority of the shares who, being entitled to
do so, attend and vote at the extraordinary general meeting of the Company.
Our
Board has fixed the close of business on June 7, 2022 as the record date for determining the shareholders entitled to receive
notice of and vote at the Special Meeting and any adjournment or postponement thereof. Only holders of record of the shares on that date
are entitled to have their votes counted at the Special Meeting or any adjournment or postponement thereof.
After careful consideration of all relevant factors, our Board has
determined that the Extension Amendment Proposal and, if presented, the Adjournment Proposal, are advisable and recommends that you vote
or give instruction to vote “FOR” such proposals.
No other business may be transacted at the Special Meeting.
Enclosed is the Proxy Statement containing detailed information concerning
the Extension Amendment Proposal, the Adjournment Proposal and the Special Meeting. Whether or not you plan to attend the Special Meeting,
we urge you to read this material carefully and vote your shares.
[·], 2022
By Order of the Board
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Dr. Jiong Ma, Chief Executive Officer |
Your vote is important. If you are a shareholder of record, please
sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the Special Meeting. If you
are a shareholder of record, you may also cast your vote in person online at the Special Meeting. If your shares are held in an account
at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person online
at the Special Meeting by obtaining a legal proxy from your brokerage firm or bank.
Important
Notice Regarding the Availability of Proxy Materials for the Special Meeting to be held at [ : ] a.m. Eastern Time on [·],
2022: This notice of special meeting and the accompanying Proxy Statement are available at https://www.cstproxy.com/chavantcapital/2022.
TABLE OF CONTENTS
Page
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
These Questions and Answers are only summaries of the matters they
discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document.
Q. |
Why am I receiving this Proxy Statement? |
A. |
We are a blank check company incorporated on March 19, 2021 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this Proxy Statement as our “Business Combination.” On July 22, 2021, we consummated our IPO of 8,000,000 units, at $10.00 per Unit, from which we received gross proceeds of $80,000,000 before expenses. Like many blank check companies, our Amended and Restated Memorandum and Articles of Association provides for the return of the funds held in trust to the holders of shares sold in our IPO if there is no qualifying Business Combination(s) consummated on or before a certain date (in our case, July 22, 2022). |
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Our board of directors (the “Board”) has determined that it is in the best interests of the Company and its shareholders to amend the Amended and Restated Memorandum and Articles of Association to extend the date that we have to consummate a Business Combination to the Extended Date in order to provide our shareholders with the chance to participate in an investment opportunity. |
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What is being voted on? |
A. |
You are being asked to vote on: |
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a proposal to extend the date by which the Company must consummate a Business Combination from July 22, 2022 (which is 12 months from the closing of our initial public offering) to January 22, 2023, or the “Extended Date”, by amending the Company’s Amended and Restated Memorandum and Articles of Association, in the form set forth in Annex A; and |
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a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies and if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes to approve the Extension Amendment Proposal. |
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We will not proceed with the Extension if redemptions of our public shares would cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal. |
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If the Extension Amendment Proposal is approved and the Extension is implemented, the withdrawal of amounts from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved and the amount remaining in the Trust Account may be only a small fraction of the approximately $80,004,750 that was in the Trust Account as of March 31, 2022. In such event, we may need to obtain additional funds to complete a Business Combination, and there can be no assurance that such funds will be available on terms acceptable or at all. |
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If the Extension Amendment Proposal is not approved and we do not consummate a Business Combination by July 22, 2022 in accordance with our Amended and Restated Memorandum and Articles of Association, we will wind up, redeem and liquidate. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares. |
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Why is the Company proposing the Extension Amendment Proposal? |
A. |
Our Amended and Restated Memorandum and Articles of Association provides for the return of the funds held in the Trust Account to the holders of public shares if there is no qualifying Business Combination(s) consummated by July 22, 2022. |
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The purpose of the Extension is to allow us more time to complete a Business Combination. |
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Our Board currently believes that there will not be sufficient time to complete a Business Combination by July 22, 2022. Therefore, our Board has determined that it is in the best interests of the Company and its shareholders to amend the Amended and Restated Memorandum and Articles of Association to extend the date that we have to consummate a Business Combination to the Extended Date in order to provide our shareholders with the chance to participate in an investment opportunity. In the event that the Company enters into a definitive agreement for a Business Combination prior to the Special Meeting, the Company will issue a press release and file a Current Report on Form 8-K with the SEC announcing the proposed Business Combination. |
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Accordingly, our Board is proposing to extend the date by which the Company must consummate a Business Combination from July 22, 2022 (which is 12 months from the closing of our initial public offering) to January 22, 2023, which is the “Extended Date,” by amending the Company’s Amended and Restated Memorandum and Articles of Association, in the form set forth in Annex A. |
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You are not being asked to vote on any proposed Business Combination at this time. If the Extension is implemented and you do not make an Election, you will retain the right to vote on any proposed Business Combination when and if one is submitted to shareholders and the right to redeem your public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the requirement (the “Redemption Limitation”) that the Company not redeem public shares that would cause the Company’s net tangible assets to be less than $5,000,001. |
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Why should I vote “FOR” the Extension Amendment Proposal? |
A. |
Our Amended and Restated Memorandum and Articles of Association provides that if our shareholders approve an extension of our obligation to redeem 100% of the public shares if we do not complete our Business Combination by July 22, 2022, we will provide our public shareholders with the opportunity to redeem their public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the Redemption Limitation. We believe that this provision of the Amended and Restated Memorandum and Articles of Association was included to protect our shareholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable Business Combination in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association. |
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Given our expenditure of time, effort and money to identify potential targets for a potential Business Combination, our Board believes current circumstances warrant providing the public shareholders with an opportunity to consider a potential Business Combination, inasmuch as we are also affording public shareholders who wish to redeem their public shares the opportunity to do so. If you do not elect to redeem your public shares, you will retain the right to vote on any proposed Business Combination in the future and the right to redeem your public shares in connection with such Business Combination. |
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Whether a holder of public shares votes in favor of or against the Extension Amendment Proposal, if such proposal is approved, the holder may, but is not required to, redeem their public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the Redemption Limitation. We will not proceed with the Extension if redemptions of our public shares would cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal. |
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Liquidation of the Trust Account is a fundamental obligation of the Company to the public shareholders, and we are not proposing and will not propose to change that obligation to the public shareholders. If holders of public shares do not elect to redeem their public shares, such holders will retain redemption rights in connection with any Business Combination we may propose. Assuming the Extension Amendment Proposal is approved, we will have until the Extended Date to complete a Business Combination. |
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The Company has agreed that if the Extension Amendment
Proposal is approved, prior to filing the extension amendment, it will make a deposit (each deposit being referred to herein as a
“Deposit”) into the trust account established in connection with the IPO (the “Trust Account”) of $[·].
Such amount is based upon the assumption that [·] public shares (each an
“Assumed Remaining Public Share,” and collectively, the “Assumed Remaining Public Shares”) will not be
redeemed in connection with the Extension Amendment Proposal and a deposit price of $[·]
per Assumed Remaining Public Share per month. After the initial Deposit, the Company shall deposit $[·]
per Assumed Remaining Public Share for each monthly period dated from July 22, 2022, or portion thereof, that is needed by the Company
to complete a Business Combination by the Extended Date, except as provided below. If more public shares than the Assumed Remaining
Public Shares remain outstanding after redemptions in connection with the Extension, then the amount paid per share will be reduced
proportionately. For example, if no public shares are redeemed and all of our public shares remain outstanding in connection with
the Extension, then the amount deposited per share will be approximately $[·] per
share. However, if [·] public shares are redeemed and only the Assumed Remaining
Public Shares remain outstanding after redemptions in connection with the Extension, then the amount deposited per share will be
approximately $[·] per share. |
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If the Company does not have the
funds necessary to make the Deposit referred to above, then Chavant Capital Partners LLC, a Delaware limited liability company (the
“Sponsor”), affiliates of the Sponsor and/or certain of the Company’s directors and officers will loan us (the
Sponsor, its affiliates and/or Company director or officers making the loan being referred to herein collectively as a
“Contributor,” and each loan being referred to herein as a “Contribution”) the amounts described above for
the Company to Deposit. Accordingly, if the Extension Amendment Proposal is approved and the extension amendment is filed and the
Company takes the full time through the Extended Date to complete a Business Combination, the redemption amount per share at the
meeting for such Business Combination or the Company’s subsequent liquidation will be approximately $[·]
per Assumed Remaining Public Share (without taking into account any interest), in comparison to the current redemption amount of
approximately $[·] per share. The first Deposit or Contribution will be made prior
to the filing of the extension amendment, if the Extension Proposal is approved. The Contribution(s) will not bear any interest
and will be repayable by the Company to the Contributor(s) upon consummation of an initial business combination. The loans will
be forgiven if the Company is unable to consummate an initial business combination, except to the extent of any funds held outside
of the Trust Account. After the first Deposit
or Contribution, each
subsequent Deposit or Contribution will be placed in the Trust Account no less than two
business days prior to the 22nd day of each month (or the next business day
thereafter if such 22nd day is not a business day) for each
such monthly period that occurs prior to the Extended Date. |
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Our Board recommends that you vote in favor of the Extension Amendment Proposal. |
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Q. |
Why should I vote “FOR” the Adjournment Proposal? |
A. |
If the Adjournment Proposal is not approved by our shareholders, our Board may not be able to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies and if, based upon the tabulated vote at the time of the Special Meeting, there are insufficient votes to approve the Extension Amendment Proposal. |
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If presented, our Board recommends that you vote in favor of the Adjournment Proposal. |
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Q. |
When would the Board abandon the Extension Amendment Proposal? |
A. |
Our Board will abandon the Extension if our shareholders do not approve the Extension Amendment Proposal. |
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Q. |
How do the Company insiders intend to vote their shares? |
A. |
Our Sponsor and independent directors beneficially own an aggregate of 2,000,000 founder shares. Such founder shares represent 20% of our issued and outstanding shares. |
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The founder shares carry voting rights in connection with the Extension Amendment Proposal and the Adjournment Proposal, and we have been informed by our Sponsor and independent directors that they intend to vote in favor of the Extension Amendment Proposal and the Adjournment Proposal. |
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In addition, our Sponsor, directors, officers, advisors or any of their affiliates may purchase public shares in privately negotiated transactions or in the open market prior to the Special Meeting. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares in such transactions. Any such purchases that are completed after the record date for the Special Meeting may include an agreement with a selling shareholder that such shareholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Extension Amendment Proposal and the Adjournment Proposal and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other transactions would be to increase the likelihood that the votes to be put to the Special Meeting are approved by the requisite number of votes. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Amendment Proposal and the Adjournment Proposal and elected to redeem their shares for a portion of the Trust Account. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Amendment Proposal and the Adjournment Proposal. |
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What vote is required to adopt the Extension Amendment Proposal? |
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The holders of a majority of the outstanding and issued shares (being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy) shall be a quorum. The approval of the Extension Amendment Proposal must be approved by a special resolution under Cayman Islands law, which requires the affirmative vote of the holders of a majority of at least two-thirds of the shares who, being entitled to do so, attend and vote at a general meeting of the Company. Abstentions and broker non-votes will have no effect on this proposal, assuming that a quorum is present. If the Extension Amendment Proposal is approved, and the Extension is implemented, then amounts will be withdrawn from the Trust Account and paid pro rata to the redeeming holders. You will still be entitled to make the Election if you vote against or abstain from voting on the Extension Amendment Proposal. |
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What vote is required to approve the Adjournment Proposal? |
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The holders of a majority of the outstanding and issued shares (being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy) shall be a quorum. The Adjournment Proposal must be approved by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of the holders of a simple majority of the shares who, being entitled to do so, attend and vote or are represented by proxy and entitled to vote thereon at, a general meeting of the Company. Abstentions and broker non-votes will have no effect on this proposal, assuming that a quorum is present. |
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What if I do not want to vote “FOR” the Extension Amendment Proposal? |
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If you do not want the Extension Amendment Proposal to be approved, you must vote “AGAINST” the proposal. Abstentions and broker non-votes will have no effect on this proposal, assuming that a quorum is present. |
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Our Board will abandon the Extension if our shareholders do not approve the Extension Amendment Proposal. If the Extension Amendment Proposal is not approved and we do not consummate a Business Combination by July 22, 2022 in accordance with our Amended and Restated Memorandum and Articles of Association, we will wind up, redeem and liquidate. |
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There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares. |
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Please also see “Why should I vote ‘FOR’ the Extension Amendment Proposal?” |
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If the Extension Amendment Proposal is approved, what happens next? |
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We will continue our efforts to complete a Business Combination until the Extended Date. Upon approval of the Extension Amendment Proposal by the requisite number of votes, the Amended and Restated Memorandum and Articles of Association would be amended in the form set forth in Annex A. We will remain a reporting company under the Securities Exchange Act of 1934 as amended (the “Exchange Act”), and our units, public shares and warrants will remain publicly traded. |
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If the Extension Amendment Proposal is approved, the withdrawal of amounts from the Trust Account in connection with the Election will reduce the amount remaining in the Trust Account and increase the percentage interest of our shares held by our Sponsor and our independent directors as a result of their ownership of the founder shares. |
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If the Extension Amendment Proposal is approved but we do not complete a Business Combination by the Extended Date, we will wind up, redeem and liquidate. The per share distribution from the Trust Account, if we liquidate, may be less than $10.00 due to unforeseen claims of creditors. |
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There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares. |
Q. |
What happens to the Company’s outstanding warrants if the Extension Amendment Proposal is
not approved? |
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If the Extension Amendment Proposal is not approved and we do not consummate a Business Combination by July 22, 2022 in accordance with our Amended and Restated Memorandum and Articles of Association, we will wind up, redeem and liquidate. |
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There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. |
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What happens to the Company’s outstanding warrants if the Extension Amendment Proposal is approved? |
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If the Extension Amendment Proposal is approved, we will retain the blank check company restrictions previously applicable to us and continue to attempt a Business Combination by the Extended Date. |
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All public warrants will remain outstanding and will become exercisable for one ordinary share 30 days after the completion of a Business Combination at an initial exercise price of $11.50 per warrant for a period of five years, provided that we have an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise warrants on a cashless basis). |
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If I do not exercise my redemption rights now, would I still be able to exercise my redemption rights in connection with a proposed Business Combination? |
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Unless you elect to redeem your shares at this time, you will be able to exercise redemption rights in respect of any future Business Combination, subject to any limitations set forth in our Amended and Restated Memorandum and Articles of Association. |
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How do I change my vote? |
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If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to Continental Stock Transfer and Trust Co., 1 State Street, Floor 30, New York City, NY 10275-0741 prior to the date of the Special Meeting or by voting in person online at the Special Meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to: Continental Stock Transfer and Trust Co., 1 State Street, Floor 30, New York City, NY 10275-0741. |
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Please note, however, that if on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, custodian bank or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. If your shares are held in street name and you wish to attend the Special Meeting and vote at the Special Meeting, you must bring to the Special Meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares. |
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How are votes counted? |
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Votes will be counted by the inspector of election appointed for the Special Meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. The Extension Amendment Proposal must be approved by a special resolution under Cayman Islands law, which requires the affirmative vote of the holders of a majority of at least two-thirds of the shares who, being entitled to do so, attend and vote or are represented by proxy and entitled to vote thereon at a general meeting of the Company. Abstentions and broker non-votes will have no effect on this proposal, assuming that a quorum is present. |
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The holders of a majority of the outstanding and issued shares (being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy) shall be a quorum. |
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The approval of the Adjournment Proposal requires the affirmative vote of the holders of a simple majority of the shares, which votes are cast by shareholders represented in person online or by proxy at the Special Meeting. Abstentions and broker non-votes will have no effect on this proposal, assuming that a quorum is present. The holders of a majority of the outstanding and issued shares (being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy) shall be a quorum. |
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If my shares are held in “street name,” will my
broker automatically vote them for me? |
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No, your broker, bank, or nominee can vote your shares without receiving your instructions on “routine” proposals only. Your broker, bank, or nominee cannot vote your shares with respect to “non-routine” proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. |
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We believe all the proposals presented to the shareholders will be considered “non-routine” proposals, and therefore your broker, bank or nominee cannot vote your shares without your instruction. If your shares are held by your broker as your nominee, which we refer to as being held in “street name,” you have the right to direct your broker or other agent on how to vote the shares in your account by filling out a voting instruction card provided by your broker or other agent. You are also invited to attend the Special Meeting in person online, but you must obtain a legal proxy from the broker or other agent that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy. |
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Who can vote at the Special Meeting? |
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Only holders of record of our shares at the close of business on June 7, 2022 are entitled to have their vote counted at the Special Meeting and any adjournment or postponement thereof. On this record date, 10,000,000 shares were outstanding and entitled to vote. |
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Shareholder of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a shareholder of record. As a shareholder of record, you may vote in person online at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting in person online, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted. |
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Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account by filling out a voter instruction card, as applicable. You are also invited to attend the Special Meeting in person online. However, since you are not the shareholder of record, you may not vote your shares in person online at the Special Meeting unless you request and obtain a legal proxy from your broker or other agent. |
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Q. |
What interests do the Company’s Sponsor, directors and officers have in the approval of the proposals? |
A. |
Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership, including indirect ownership, of founder shares and warrants that may become exercisable in the future and the possibility of future compensatory arrangements. See the section entitled “The Extension Amendment Proposal—Interests of our Sponsor, Directors and Officers.” |
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What do I need to do now? |
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We urge you to read carefully and consider the information contained in this Proxy Statement, and to consider how the proposals will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card. |
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How do I vote? |
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If you are a holder of record of our shares, you may vote in person online at the Special Meeting or by submitting a proxy for the Special Meeting. You may access the Special Meeting online at https://www.cstproxy.com/chavantcapital/2022. You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting via live webcast. Whether or not you plan to attend the Special Meeting in person online, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Special Meeting and vote in person online if you have already voted by proxy. |
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If you do not have your 12-digit meeting control number, contact Continental Stock Transfer & Trust Company at 917-262-2373 or e-mail Continental Stock Transfer & Trust Company at proxy@continentalstock.com. Please note that you will not be able to physically attend the Special Meeting in person but may attend the Special Meeting in person online by following the instructions below. |
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You can pre-register to attend the Special Meeting in person online. Enter the URL address into your browser, and enter your 12-digit meeting control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. Prior to or at the start of the Special Meeting you will need to re-log in using your 12-digit meeting control number and will also be prompted to enter your 12-digit meeting control number if you vote in person online during the Special Meeting. The Company recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. |
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If your shares are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account by filling out a voting instruction card provided by your broker or other agent. You are also invited to attend the Special Meeting in person online, but you must obtain a legal proxy from the broker or other agent that holds your shares. Please contact that organization for instructions regarding obtaining a legal proxy. |
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How do I redeem my shares? |
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Each of our public shareholders may submit an election that, if the Extension is implemented, such public shareholder elects to redeem all or a portion of their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding public shares. You will also be able to redeem your public shares in connection with any proposed Business Combination, or if we have not consummated a Business Combination by the Extended Date. |
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In order to tender your shares for redemption, you must elect either to physically tender your shares (and share certificates (if any) and other redemption forms) to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at 1 State Street, 30th Floor, New York, NY 10004 Attn: Mark Zimkind (mzimkind@continentalstock.com), or to deliver your shares (and share certificates (if any) and other redemption forms) to the transfer agent electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) system, which election would likely be determined based on the manner in which you hold your shares. You should tender your shares in the manner described above prior to 5:00 p.m. Eastern Time on [·], 2022, two business days before the Special Meeting. |
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What should I do if I receive more than one set of voting materials? |
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You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares. |
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Who is paying for this proxy solicitation? |
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We will pay for the entire cost of soliciting proxies. We have engaged Morrow Sodali to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Morrow Sodali its customary fee and out-of-pocket expenses. We will also reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. |
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Who can help answer my questions? |
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If you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you should contact our proxy solicitor: |
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Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: CLAY.info@investor.morrowsodali.com |
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If you have questions regarding the certification of your position
or delivery of your shares, please contact: |
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Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attn: Mark Zimkind
E-mail: mzimkind@continentalstock.com |
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You may also obtain additional information about us from documents
we file with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” |
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Proxy Statement may constitute
“forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are
not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding
the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would”
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements in this Proxy Statement may include, for example, statements about:
| · | our ability to complete a Business Combination; |
| · | the anticipated benefits of a Business Combination; or |
| · | the volatility of the market price and liquidity of the Company’s shares and other securities of the Company. |
The
forward-looking statements contained in this Proxy Statement are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under “Item 1A. Risk Factors” of the
Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022 and in other reports the Company files with
the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results
may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws.
BACKGROUND
We are a blank check company incorporated as a Cayman Islands exempted
company on March 19, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar Business Combination. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities,
the Company is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting
almost entirely of cash.
On July 22, 2021, we consummated our IPO of 8,000,000 units. Each
unit consists of one ordinary share and three-fourths of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase
one ordinary share at a price of $11.50 per share. The units were sold at an offering price of $10.00 per unit, generating gross proceeds,
before expenses, of $80,000,000. Prior to the consummation of the IPO, on April 7, 2021, the Company issued 2,875,000 founder shares,
par value $0.0001, for which the Sponsor paid $25,000. On July 19, 2021, the Company reduced the offering size of the IPO and 575,000
founder shares were surrendered to the Company for cancellation for no consideration, resulting in 2,300,000 founder shares outstanding.
On September 5, 2021, the underwriters’ over-allotment option expired unexercised, resulting in the forfeiture of an additional
300,000 founder shares. As a result, a total of 2,000,000 founder shares remain outstanding and represent 20% of the Company’s issued
and outstanding ordinary shares.
Simultaneously with the closing of the IPO, pursuant to the Sponsor
Private Placement Warrants Purchase Agreement, dated July 19, 2021, by and between the Company and the Sponsor, and the Representative
Designees Private Placement Warrants Purchase Agreement, dated July 19, 2021, by and between the Company and the underwriters, the
Company completed the private sale of 3,400,000 warrants (the “Private Placement Warrants”) to the Sponsor and the underwriters
at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $3,400,000 (the “Private
Placement”). The Private Placement Warrants are identical to the Warrants included as part of the units sold in the IPO, except
that the Private Placement Warrants, so long as they are held by the initial purchasers or their permitted transferees, (i) are not
redeemable by the Company, (ii) may not (including the ordinary shares issuable upon exercise of the warrants), subject to certain
limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial Business Combination,
(iii) may be exercised on a cashless basis and (iv) are entitled to registration rights. No underwriting discounts or commissions
were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act.
After deducting the underwriting discounts and commissions and incurred
offering costs, a total of $80,000,000 of the proceeds from the IPO and the proceeds of the sale of the Private Placement Warrants was
placed in the Trust Account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting
as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its
taxes and up to $100,000 of interest to pay dissolution expenses, the funds held in the Trust Account will not be released from the Trust
Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of
any of the ordinary shares included in the public units sold in the IPO properly submitted in connection with a shareholder vote to amend
the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s
obligation to redeem 100% of the public shares if it does not complete its Business Combination within 12 months from the closing of the
IPO or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination
activity or (iii) the redemption of the Company’s public shares if it is unable to complete its Business Combination within
12 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the Trust Account could become subject to
the claims of our creditors, if any, which could have priority over the claims of our public shareholders. The proceeds held in the Trust
Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government
treasury obligations.
Our management has broad discretion with respect to the specific application
of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended
to be applied generally toward consummating a Business Combination.
After the payment of underwriting discounts and commissions and approximately
$458,249 in expenses relating to the IPO, approximately $1,693,616 of the net proceeds of the IPO and Private Placement was not deposited
into the Trust Account and was retained by us for working capital purposes. The net proceeds deposited into the Trust Account remain on
deposit in the Trust Account earning interest. As of March 31, 2022, there was $80,004,750 in investments and cash held in the Trust
Account and $119,122 of cash held outside the Trust Account available for working capital purposes. As of March 31, 2022, no funds
had been withdrawn from the Trust Account to pay the Company’s income taxes.
Our Sponsor, directors and officers have interests in the proposals
that may be different from, or in addition to, your interests as a shareholder. These interests include ownership of founder shares and
warrants that may become exercisable in the future and the possibility of future compensatory arrangements. See the section entitled “The
Extension Amendment Proposal—Interests of our Sponsor, Directors and Officers.”
On the record date of the Special Meeting, there were 10,000,000 shares
outstanding, of which 8,000,000 were public shares and 2,000,000 were founder shares. The founder shares carry voting rights in connection
with the Extension Amendment Proposal and the Adjournment Proposal, and we have been informed by our Sponsor and independent directors
that hold 2,000,000 founder shares in the aggregate, that they intend to vote in favor of the Extension Amendment Proposal and the Adjournment
Proposal.
Our principal executive offices are located at 445 Park Avenue, 9th
Floor New York, NY 10022, and our telephone number is (212) 745-1086.
PROPOSAL 1-THE EXTENSION AMENDMENT PROPOSAL
The Extension Amendment Proposal
We are proposing to amend the Amended and Restated Memorandum and Articles
of Association to extend the date by which we have to consummate a Business Combination to the Extended Date.
If the Extension Amendment Proposal is not approved and we do not consummate
a Business Combination by July 22, 2022 in accordance with our Amended and Restated Memorandum and Articles of Association, we will
wind up, redeem and liquidate.
There will be no redemption rights or liquidating distributions with
respect to our warrants, which will expire worthless in the event of our winding up In the event of a liquidation, holders of our founder
shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their
ownership of the founder shares.
The purpose of the Extension is to allow us more time to complete a
Business Combination. The Amended and Restated Memorandum and Articles of Association provides that we have until July 22, 2022 to
complete a Business Combination. Our Board has determined that it is in the best interests of the Company and its shareholders to amend
the Amended and Restated Memorandum and Articles of Association to extend the date that we have to consummate a Business Combination to
the Extended Date in order to provide our shareholders with the chance to participate in this prospective investment opportunity.
A copy of the proposed amendment to the Amended and Restated Memorandum
and Articles of Association is attached to this Proxy Statement in Annex A.
The Board’s Reasons for the Extension Amendment Proposal
Our Amended and Restated Memorandum and Articles of Association provide
that if our shareholders approve an extension of our obligation to redeem all of our shares if we do not complete our Business Combination
by July 22, 2022, we will provide our public shareholders with the opportunity to redeem their public shares at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject
to the Redemption Limitation. We believe that this provision of the Amended and Restated Memorandum and Articles of Association was included
to protect our shareholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable Business
Combination in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association.
Given our expenditure of time, effort and money to identify potential
targets for a potential Business Combination, our Board believes current circumstances warrant providing the public shareholders with
an opportunity to consider any potential Business Combination, inasmuch as we are also affording shareholders who wish to redeem their
public shares the opportunity to do so. In the event that the Company enters into a definitive agreement for a Business Combination prior
to the Special Meeting, the Company will issue a press release and file a Current Report on Form 8-K with the SEC announcing the
proposed initial Business Combination.
You are not being asked to vote on a proposed Business Combination
at this time. If the Extension is implemented and you do not make an Election, you will retain the right to vote on any proposed Business
Combination when and if one is submitted to shareholders and the right to redeem your public shares at a per-share price, payable in cash,
equal to the pro rata portion of the Trust Account in the event a proposed Business Combination is approved and completed or the Company
has not consummated a Business Combination by the Extended Date.
If the Extension Amendment Proposal is Not Approved
Our Board will abandon the Extension if our shareholders do not approve
the Extension Amendment Proposal. If the Extension Amendment Proposal is not approved and we do not consummate a Business Combination
by July 22, 2022 in accordance with our Amended and Restated Memorandum and Articles of Association, we will wind up, redeem and
liquidate.
There will be no redemption rights or liquidating distributions with
respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder
shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their
ownership of the founder shares.
If the Extension Amendment Proposal is Approved
We will continue our efforts to complete a Business Combination by
the Extended Date. Upon approval of the Extension Amendment Proposal by the requisite number of votes, the Amended and Restated Memorandum
and Articles of Association would be amended in the form set forth in Annex A hereto. We will remain a reporting company under
the Exchange Act, and our units, public shares and warrants will remain publicly traded.
If the Extension Amendment Proposal is approved and the Extension is
implemented, the withdrawal of amounts from the Trust Account in connection with the Election will reduce the amount held in the Trust
Account following the Election. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal
is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $80,004,750 that was in the
Trust Account as of March 31, 2022. In such event, we may need to obtain additional funds to complete a Business Combination, and
there can be no assurance that such funds will be available on terms acceptable or at all.
If the Extension Amendment Proposal is approved but we do not complete
a Business Combination by July 22, 2022 in accordance with our Amended and Restated Memorandum and Articles of Association, we will
wind up, redeem and liquidate. The per share distribution from the Trust Account, if we liquidate, may be less than $10.00 due to unforeseen
claims of creditors.
There will be no redemption rights or liquidating distributions with
respect to our warrants. In the event of a liquidation, holders of our founder shares, including our Sponsor and our independent directors,
will not receive any monies held in the Trust Account as a result of their ownership of the founder shares.
Vote Required for Approval
The
Extension Amendment Proposal must be approved by a special resolution under Cayman Islands law, which requires the affirmative vote of
the holders of a majority of at least two-thirds of the shares who, being entitled to do so, attend and vote or are represented by proxy
and are entitled to vote thereon at an extraordinary general meeting of the Company. Abstentions and broker non-votes will have
no effect on this proposal, assuming that a quorum is present. The holders of a majority of the outstanding and issued shares (being individuals
present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy) shall be
a quorum.
Recommendation of the Board
As described herein, after careful consideration of all relevant factors,
our Board has determined that the Extension Amendment Proposal is in the best interests of the Company and its shareholders. Our Board
has approved and declared advisable adoption of the Extension Amendment Proposal and recommends that you vote “FOR” such proposal.
After careful consideration of all relevant factors, our Board determined
that the Extension Amendment Proposal is in the best interests of the Company and its shareholders.
Our Board unanimously recommends that our shareholders vote “FOR”
the approval of the Extension Amendment Proposal.
PROPOSAL 2-THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if adopted, will allow our Board to adjourn
the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies and if, based upon the
tabulated vote at the time of the Special Meeting, there are insufficient votes to approve the Extension Amendment Proposal. The Adjournment
Proposal is only expected to be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection
with, the approval of the Extension Amendment Proposal. In no event will our Board adjourn the Special Meeting beyond July 22, 2022.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by our shareholders, our
Board may not be able to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of
proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal.
Vote Required for Approval
The approval of the Adjournment Proposal requires the affirmative vote
of a simple majority of the votes cast by shareholders represented in person online or by proxy at the Special Meeting. Abstentions and
broker non-votes will have no effect on this proposal, assuming that a quorum is present. The holders of a majority of the outstanding
and issued shares (being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized
representative or proxy) shall be a quorum.
Recommendation of the Board
If presented, our Board unanimously recommends that our shareholders
vote “FOR” the approval of the Adjournment Proposal.
THE SPECIAL MEETING
Date,
Time and Place. The Special Meeting of our shareholders will be held at [ : ] a.m. Eastern Time on [·], 2022, or
at such other time and on such other date at which the meeting may be adjourned or postponed, via live webcast. You may access the Special
Meeting at:
Live
Webcast:
https://www.cstproxy.com/chavantcapital/2022
The meeting may be attended virtually online via the Internet, and
for purposes of the Amended and Restated Memorandum and Articles of Association of the Company, the physical location of the meeting is
at the offices of Simpson Thacher & Bartlett LLP located at 425 Lexington Avenue, New York, New York 10017, United States of
America. In light of public health concerns regarding COVID-19, virtual attendance is encouraged and attendees of the physical meeting
are required to adhere to the then prevailing COVID-19 measures and regulations implemented by the venue provider and state and local
authorities, including, but not limited to, with respect to vaccination, mask-wearing and testing. The venue currently requires attendees
to provide proof of vaccination. If you plan on attending in person please email list-ChavantSpecialMeeting@lists.stblaw.com at least
one day prior to the Extraordinary General Meeting.
Telephone:
Within the U.S. and Canada: +1 800-450-7155 (toll-free)
Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)
Passcode: 5485241#
You will need the 12-digit meeting control number that is printed on
your proxy card to enter the Special Meeting via live webcast. The Company recommends that you log in at least 15 minutes before the Special
Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting
in person. Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by telephone, or,
if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will
be represented at the Special Meeting. Instructions on voting your shares are on the proxy materials you received for the Special Meeting.
Even if you plan to attend the Special Meeting online, it is strongly recommended you complete and return your proxy card before the Special
Meeting date, to ensure that your shares will be represented at the Special Meeting if you are unable to attend.
Voting
Power; Record Date. You will be entitled to vote or direct votes to be cast at the Special Meeting, if you owned the shares
at the close of business on June 7, 2022, the record date for the Special Meeting. You will have one vote per proposal for each share
you owned at that time. The Company warrants do not carry voting rights.
Votes
Required. The Extension Amendment Proposal must be approved by a special resolution under Cayman Islands law, which requires
the affirmative vote of the holders of a majority of at least two-thirds of the shares who, being entitled to do so, attend and vote or
are represented by proxies and entitled to vote thereon at a general meeting of the Company.
On the record date of the Special Meeting, there were 10,000,000 shares
outstanding, of which 8,000,000 were public shares and 2,000,000 were founder shares. The founder shares carry voting rights in connection
with the Extension Amendment Proposal, and we have been informed by our Sponsor and independent directors that hold all [·] founder
shares in the aggregate, that they intend to vote in favor of the Extension Amendment Proposal.
If you do not want the Extension Amendment Proposal to be approved,
you must vote “AGAINST” the proposal. If the Extension Amendment Proposal is approved and the Extension is implemented, then
amounts will be withdrawn from the Trust Account and paid pro rata to the redeeming holders. You will still be entitled to make the Election
if you vote against or abstain from voting on the Extension Amendment Proposal.
Proxies;
Board Solicitation; Proxy Solicitor. Your proxy is being solicited by our Board on the proposal to approve the Extension Amendment
Proposal being presented to shareholders at the Special Meeting. We have engaged Morrow Sodali to assist in the solicitation of proxies
for the Special Meeting. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited
in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person online at the Special
Meeting if you are a holder of record of the shares. You may contact Morrow Sodali at:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: CLAY.info@investor.morrowsodali.com
Required Vote
The
Extension Amendment Proposal must be approved by a special resolution under Cayman Islands law, which requires the affirmative vote of
the holders of a two-thirds majority of the shares, who, being entitled to do so, attend and vote or are represented by proxies and entitled
to vote thereon at a general meeting of the Company. Abstentions and broker non-votes will have no effect on this proposal, assuming
that a quorum is present.
If the Extension Amendment Proposal is not approved and we do not consummate
a Business Combination by July 22, 2022 in accordance with our Amended and Restated Memorandum and Articles of Association, we will
wind up, redeem and liquidate. The per share distribution from the Trust Account, if we liquidate, may be less than $10.00 due to unforeseen
claims of creditors. There will be no redemption rights or liquidating distributions with respect to our warrants. In the event of a liquidation,
holders of our founder shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account
as a result of their ownership of the founder shares.
In addition, our Sponsor, directors, officers, advisors or any of their
affiliates may purchase public shares in privately negotiated transactions or in the open market prior to the Special Meeting. However,
they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for
any such transactions. None of the funds in the Trust Account will be used to purchase public shares in such transactions. Any such purchases
that are completed after the record date for the Special Meeting may include an agreement with a selling shareholder that such shareholder,
for so long as it remains the record holder of the shares in question, will vote in favor of the Extension Amendment Proposal and/or will
not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other transactions
would be to increase the likelihood that the votes to be put to the Special Meeting are approved by the requisite number of votes. In
the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against
the Extension Amendment Proposal and elected to redeem their shares for a portion of the Trust Account. Any such privately negotiated
purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account. Any public
shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Amendment Proposal. None of our Sponsor,
directors, officers, advisors or their affiliates may make any such purchases when they are in possession of any material non-public information
not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act.
Interests of our Sponsor, Directors and Officers
When you consider the recommendation of our Board, you should keep
in mind that our Sponsor, directors and officers have interests that may be different from, or in addition to, your interests as a shareholder.
These interests include, among other things, the interests listed below:
| · | If we do not consummate a business combination by July 22, 2022, which is 12 months from the closing of our IPO, or by the Extended
Date if the Extension Proposal is approved by the requisite number of votes, we will wind up, redeem and liquidate. In such event, the
founder shares, all of which are owned by our Sponsor and independent directors, would be worthless because following the redemption of
the public shares, we would likely have few, if any, net assets and because our holders of our founder shares have agreed to waive their
rights to liquidating distributions from the Trust Account with respect to the founder shares if we fail to complete a Business Combination
within the required period. |
| · | In order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or the
Company’s directors or officers may, but are not obligated to, loan us funds on a non-interest bearing basis as may be required
(“Working Capital Loans”). If we complete our Business Combination, we would repay such loaned amounts. In the event that
our Business Combination does not close, we may use a portion of the funds held outside the Trust Account to repay such loaned amounts
but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into
warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. |
| · | Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products
sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar
agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per
public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust
Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such
liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to
the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of
the underwriters of this offering against certain liabilities, including liabilities under the Securities Act; |
| · | Our Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred
in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business
Combinations. Our audit committee will review on a quarterly basis all payments that are made to our Sponsor, officers or directors, or
our or their affiliates. Any such payments prior to a Business Combination will be made from funds held outside the Trust Account. If
the Company fails to obtain the Extension and is forced to wind up, liquidate and dissolve, they will not have any claim against the Trust
Account for reimbursement. Accordingly, the Company will not be able to reimburse these expenses. As of April 30, 2022, the Company
has unpaid reimbursable expenses of approximately $2,500; and |
| · | The fact that none of our officers or directors has received any cash compensation for services rendered to the Company, and all of
the current members of our Board are expected to continue to serve as directors at least through the date of the general meeting to vote
on a proposed Business Combination and may even continue to serve following any potential Business Combination and receive compensation
thereafter. |
Redemption Rights
Each
of our public shareholders may submit an election that such shareholder elects to redeem their public shares at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust
Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject
to the Redemption Limitation. You will also be able to redeem your public shares in connection with any proposed Business Combination,
or if we have not consummated a Business Combination by the Extended Date.
TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN TIME ON [·],
2022, TWO BUSINESS DAYS BEFORE THE SPECIAL MEETING, YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL
STOCK TRANSFER & TRUST COMPANY OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL
AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.
In order to tender your shares for redemption, you must elect either
to physically tender your shares (and share certificates (if any) and other redemption forms) to Continental Stock Transfer &
Trust Company, the Company’s transfer agent, at 1 State Street, 30th Floor, New York, NY 10004 Attn: Mark Zimkind (mzimkind@continentalstock.com),
or to deliver your shares (and share certificates (if any) and other redemption forms) to the transfer agent electronically using DTC’s
DWAC (Deposit/Withdrawal At Custodian) system, which election would likely be determined based on the manner in which you hold your shares.
You should tender your shares in the manner described above prior to 5:00 p.m. Eastern Time on [·], 2022, two business days
before the Special Meeting.
Through the DWAC system, this electronic delivery process can be accomplished
by the shareholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer
agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly
longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and our transfer agent
will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and
the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering
broker $100, and the broker would determine whether or not to pass this cost on to the redeeming holder. It is our understanding that
shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. We do not have any control
over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Such shareholders
will have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders
who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising
their redemption rights and thus will be unable to redeem their shares.
Shares that have not been tendered in accordance with these procedures
prior to the vote on the Extension Amendment Proposal at the Special Meeting will not be redeemed for cash held in the Trust Account on
the redemption date. In the event that a public shareholder tenders its shares and decides prior to the vote at the Special Meeting that
it does not want to redeem its shares, the shareholder may not withdraw the request once submitted to unless the Board determines (in
its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). If you delivered your
shares for redemption to our transfer agent and decide prior to the vote at the Special Meeting not to redeem your shares, you may request
that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at
the address listed above. In the event that a public shareholder tenders shares and the Extension Amendment Proposal is not approved,
these shares will not be redeemed and the physical certificates (if any) representing these shares will be returned to the shareholder
promptly following the determination that the Extension Amendment Proposal will not be approved. The transfer agent will hold the certificates
of public shareholders (if any) that make the Election until such shares are redeemed for cash or returned to such shareholders.
If properly demanded, we will redeem each public share for a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the
number of then outstanding public shares. Based upon the amount in the Trust Account as of March 31, 2022, which was $80,004,750,
we anticipate that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately
$[·] at the time of the Special Meeting. The closing price of the public shares on the Nasdaq Capital Market on [·], 2022, the
most recent practicable closing price prior to the mailing of this Proxy Statement, was $[·]. Shareholders may not be able to sell
their shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not
be sufficient liquidity in our securities when such shareholders wish to sell their shares.
If you exercise your redemption rights, you will be exchanging your
shares for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption
and tender your share certificate(s) to our transfer agent prior to the vote on the Extension Amendment Proposal at the Special Meeting.
We anticipate that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment
Proposal would receive payment of the redemption price for such shares soon after the Special Meeting.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
FOR SHAREHOLDERS EXERCISING
REDEMPTION RIGHTS
The following discussion is a summary of certain United States federal
income tax considerations for holders of our shares with respect to the exercise of redemption rights in connection with the approval
of the Extension Amendment Proposal. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”),
the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the Internal Revenue
Service (the “IRS”), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations
or to change, possibly with retroactive effect. This summary does not discuss all aspects of United States federal income taxation that
may be relevant to particular investors in light of their individual circumstances, such as investors subject to special tax rules including:
| · | financial institutions or financial services entities; |
| · | taxpayers that are subject to the mark-to-market tax accounting rules; |
| · | governments or agencies or instrumentalities thereof; |
| · | regulated investment companies; |
| · | real estate investment trusts; |
| · | persons liable for alternative minimum tax; |
| · | expatriates or former long-term residents of the United States; |
| · | persons that actually or constructively own five percent or more of our voting shares; |
| · | persons that acquired our securities pursuant to an exercise of employee share options, in connection |
| · | with employee share incentive plans or otherwise as compensation; |
| · | persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other |
| · | integrated or similar transaction; |
| · | U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; |
| · | controlled foreign corporations; or |
| · | passive foreign investment companies. |
In addition, this summary does not discuss any state, local, or non-United
States tax considerations, any non-income tax (such as gift or estate tax) considerations, alternative minimum tax or the Medicare tax.
In addition, this summary is limited to investors that hold our shares as “capital assets” (generally, property held for investment)
under the Code.
If a partnership (including an entity or arrangement treated as a partnership
for United States federal income tax purposes) holds our shares, the tax treatment of a partner in such partnership will generally depend
upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partner
of a partnership holding our shares, you are urged to consult your tax advisor regarding the tax consequences of a redemption.
We have not sought, and will not seek, a ruling from the IRS as to
any United States federal income tax consequence described herein. The IRS may disagree with the tax consequences described herein, and
no assurance can be given that the IRS would not assert, or that a court would not sustain a position contrary to any of the tax considerations
described herein. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions
will not adversely affect the accuracy of the statements in this discussion.
WE URGE HOLDERS OF OUR SHARES CONTEMPLATING EXERCISE OF THEIR REDEMPTION
RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES
THEREOF.
U.S. Federal Income Tax Considerations to U.S. Holders
This section is addressed to U.S. Holders of our shares that elect
to have their shares of the Company redeemed for cash (a “Redeeming U.S. Holder”). For purposes of this discussion, a “U.S.
Holder” is a beneficial owner that so redeems its shares of the Company and is:
| · | an individual who is a United States citizen or resident of the United States as determined for United States federal income tax purposes; |
| · | a corporation (including an entity treated as a corporation for United States federal income tax purposes) created or organized in
or under the laws of the United States, any state thereof or the District of Columbia; |
| · | an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source;
or |
| · | a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more
United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that
has in effect a valid election under applicable Treasury regulations to be treated as a United States person. |
Redemption of Shares
The balance of the discussion under this heading is subject in its
entirety to the discussion below under the heading “Passive Foreign Investment Company Rules.” If we are considered a “passive
foreign investment company” for United States federal income tax purposes (which we are likely to be, unless a “start-up”
exception applies), then the tax consequences of the redemption will be as described in that discussion.
Subject to the preceding, a Redeeming U.S. Holder will generally
be considered to have sold or exchanged its shares in a taxable transaction and recognize capital gain or loss equal to the difference
between the amount realized on the redemption and such shareholder’s adjusted basis in the shares exchanged if the Redeeming U.S. Holder’s
ownership of shares is completely terminated or if the redemption meets certain other tests described below. Special constructive ownership
rules apply in determining whether a Redeeming U.S. Holder’s ownership of shares is treated as completely terminated (and
in general, such Redeeming U.S. Holder may not be considered to have completely terminated its interest if it continues to hold our
warrants). If gain or loss treatment applies, such gain or loss will be long-term capital gain or loss if the holding period of such
shares is more than one year at the time of the exchange. It is possible that because of the redemption rights associated with our shares,
the holding period of such shares may not be considered to begin until the date of such redemption (and thus it is possible that long-term capital
gain or loss treatment may not apply to shares redeemed in the redemption). Shareholders who hold different blocks of shares (generally,
shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply
to them.
Cash received upon redemption that does not completely terminate the
Redeeming U.S. Holder’s interest will still give rise to capital gain or loss, if the redemption is either (i) “substantially
disproportionate” or (ii) “not essentially equivalent to a dividend.” In determining whether the redemption is
substantially disproportionate or not essentially equivalent to a dividend with respect to a Redeeming U.S. Holder, that Redeeming
U.S. Holder is deemed to own not just shares actually owned but also shares underlying rights to acquire our shares (including for
these purposes our warrants) and, in some cases, shares owned by certain family members, certain estates and trusts of which the Redeeming
U.S. Holder is a beneficiary, and certain affiliated entities.
Generally, the redemption will be “substantially disproportionate”
with respect to the Redeeming U.S. Holder if (i) the Redeeming U.S. Holder’s percentage ownership of the outstanding
voting shares (including all classes which carry voting rights) of the Company is reduced immediately after the redemption to less than
80% of the Redeeming U.S. Holder’s percentage interest in such shares immediately before the redemption; (ii) the Redeeming
U.S. Holder’s percentage ownership of the outstanding shares (both voting and nonvoting) immediately after the redemption is
reduced to less than 80% of such percentage ownership immediately before the redemption; and (iii) the Redeeming U.S. Holder
owns, immediately after the redemption, less than 50% of the total combined voting power of all classes of shares of the Company entitled
to vote. Whether the redemption will be considered “not essentially equivalent to a dividend” with respect to a Redeeming
U.S. Holder will depend upon the particular circumstances of that U.S. holder. At a minimum, however, the redemption must result
in a meaningful reduction in the Redeeming U.S. Holder’s actual or constructive percentage ownership of the Company. The IRS
has ruled that any reduction in a shareholder’s proportionate interest is a “meaningful reduction” if the shareholder’s
relative interest in the corporation is minimal and the shareholder does not have meaningful control over the corporation.
If none of the redemption tests described above give rise to capital
gain or loss, the consideration paid to the Redeeming U.S. Holder will be treated as dividend income for U.S. federal income
tax purposes to the extent of our current or accumulated earnings and profits. However, for purposes of the dividends-received deduction
and of “qualified dividend” treatment, due to the redemption right, a Redeeming U.S. Holder may be unable to include
the time period prior to the redemption in the shareholder’s “holding period.” Any distribution in excess of our earnings
and profits will reduce the Redeeming U.S. Holder’s basis in the shares (but not below zero), and any remaining excess will
be treated as gain realized on the sale or other disposition of the shares.
As these rules are complex, U.S. holders of shares considering
exercising their redemption rights should consult their own tax advisors as to whether the redemption will be treated as a sale or as
a distribution under the Code.
Certain Redeeming U.S. Holders who are individuals, estates or
trusts pay a 3.8% tax on all or a portion of their “net investment income” or “undistributed net investment income”
(as applicable), which may include all or a portion of their capital gain or dividend income from their redemption of shares. Redeeming
U.S. Holders should consult their tax advisors regarding the effect, if any, of the net investment income tax.
Passive Foreign Investment Company Rules
A non-U.S. corporation (i.e., a Cayman company) will be a passive foreign
investment company (or “PFIC”) for U.S. tax purposes if at least 75% of its gross income in a taxable year, including
its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive
income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation,
ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any
corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive
income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active
conduct of a trade or business) and gains from the disposition of passive assets.
Because we are a blank check company, with no current active business,
we believe that it is likely that we have met the PFIC asset or income test beginning with our initial taxable year. However, pursuant
to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income, if (1) no
predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first
two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years.
The actual PFIC status of the Company for its current taxable year or any subsequent taxable year will not be determinable until after
the end of such taxable year. If we do not satisfy the start-up exception, we will likely be considered a PFIC since our date of
formation, and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general
the PFIC rules would continue to apply to any U.S. Holder who held our securities at any time that we were considered to be
a PFIC).
If we are determined to be a PFIC for any taxable year (or portion
thereof) that is included in the holding period of a Redeeming U.S. Holder of our shares or warrants and, in the case of our shares,
the Redeeming U.S. Holder did not make either a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder
held (or was deemed to hold) shares or a timely “mark to market” election, in each case as described below, such holder generally
will be subject to special rules with respect to:
| · | any gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its shares or warrants (which would include
the redemption, if such redemption is treated as a sale under the rules discussed above, under the heading “Redemption of Shares”);
and |
| · | any “excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder
during a taxable year of the Redeeming U.S. Holder that are greater than 125% of the average annual distributions received by such
Redeeming U.S. Holder in respect of the shares during the three preceding taxable years of such Redeeming U.S. Holder or,
if shorter, such Redeeming U.S. Holder’s holding period for the shares), which may include the redemption to the extent such
redemption is treated as a distribution under the rules discussed above. |
Under these special rules:
| · | any gain or “excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming
U.S. H the Redeeming U.S. Holder’s gain or excess distribution will be allocated ratably over the Redeeming U.S. Holder’s
holding period for the shares or warrants; |
| · | the amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the
gain or received the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first day
of our first taxable year in which we are a PFIC, will be taxed as ordinary income; |
| · | the amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding
period will be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and |
| · | the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other
taxable year of the Redeeming U.S. Holder. |
In general, if we are determined to be a PFIC, a Redeeming U.S. Holder
may avoid the PFIC tax consequences described above in respect to our shares (but not our warrants) by making a timely QEF election (if
eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings
and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the Redeeming U.S. Holder
in which or with which our taxable year ends. In general, a QEF election must be made on or before the due date (including extensions)
for filing such Redeeming U.S. Holder’s tax return for the taxable year for which the election relates. A Redeeming U.S. Holder
may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any
such taxes will be subject to an interest charge.
A Redeeming U.S. Holder may not make a QEF election with respect
to its warrants to acquire our shares. As a result, if a Redeeming U.S. Holder sells or otherwise disposes of such warrants (other
than upon exercise of such warrants), any gain recognized generally will be subject to the special tax and interest charge rules treating
the gain as an excess distribution, as described above, if we were a PFIC at any time during the period the Redeeming U.S. Holder
held the warrants. If a Redeeming U.S. Holder that exercises such warrants properly makes a QEF election with respect to the newly
acquired shares (or has previously made a QEF election with respect to our shares), the QEF election will apply to the newly acquired
shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income inclusions resulting
from the QEF election, will continue to apply with respect to such newly acquired shares (which generally will be deemed to have a holding
period for purposes of the PFIC rules that includes the period the Redeeming U.S. Holder held the warrants), unless the Redeeming
U.S. Holder makes a purging election. The purging election creates a deemed sale of such shares at their fair market value. The gain
recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution,
as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in the
shares acquired upon the exercise of the warrants for purposes of the PFIC rules.
The QEF election is made on a shareholder-by-shareholder basis
and, once made, can be revoked only with the consent of the IRS. A QEF election may not be made with respect to our warrants. A Redeeming
U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign
Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely
filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made
only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. Redeeming
U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election
under their particular circumstances.
In order to comply with the requirements of a QEF election, a Redeeming
U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year, we will
endeavor to provide to a Redeeming U.S. Holder such information as the IRS may require, including a PFIC annual information statement,
in order to enable the Redeeming U.S. Holder to make and maintain a QEF election. However, there is no assurance that we will have
timely knowledge of our status as a PFIC in the future or of the required information to be provided.
If a Redeeming U.S. Holder has made a QEF election with respect
to our shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for our
first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) such shares or a purge of the PFIC taint
pursuant to a purging election, as described above), any gain recognized on the sale of our shares generally will be taxable as capital
gain and no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF are currently taxed on their pro
rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits
that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S. Holders. The tax basis
of a Redeeming U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts
distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such
property the Redeeming U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.
Although a determination as to our PFIC status will be made annually,
a determination that we are a PFIC for any particular year will generally apply for subsequent years to a Redeeming U.S. Holder
who held shares or warrants while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A Redeeming
U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the Redeeming U.S. Holder
holds (or is deemed to hold) our shares and receives the requisite PFIC annual information statement, however, will not be subject to
the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such Redeeming U.S. Holder will
not be subject to the QEF inclusion regime with respect to such shares for any taxable year of ours that ends within or with a taxable
year of the Redeeming U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective for
each of our taxable years in which we are a PFIC and the Redeeming U.S. Holder holds (or is deemed to hold) our shares, the
PFIC rules discussed above will continue to apply to such shares unless the holder makes a purging election, as described above,
and pays the tax and interest charge with respect to the gain inherent in such shares attributable to the pre-QEF election period.
Alternatively, if a Redeeming U.S. Holder, at the close of its
taxable year, owns shares in a PFIC that are treated as marketable stock, the Redeeming U.S. Holder may make a mark-to-market election
with respect to such shares for such taxable year. If the Redeeming U.S. Holder makes a valid mark-to-market election for the
first taxable year of the Redeeming U.S. Holder in which the Redeeming U.S. Holder holds (or is deemed to hold) shares and for
which we are determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its
shares. Instead, in general, the Redeeming U.S. Holder will include as ordinary income each year the excess, if any, of the fair
market value of its shares at the end of its taxable year over the adjusted basis in its shares. The Redeeming U.S. Holder also will
be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its shares over the fair market value of
its shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election).
The Redeeming U.S. Holder’s basis in its shares will be adjusted to reflect any such income or loss amounts, and any further
gain recognized on a sale or other taxable disposition of the shares will be treated as ordinary income. Currently, a mark-to-market election
may not be made with respect to our warrants.
The mark-to-market election is available only for stock that is
regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including the Nasdaq
Capital Market, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents
a legitimate and sound fair market value. Redeeming U.S. Holders should consult their own tax advisors regarding the availability
and tax consequences of a mark-to-market election in respect to our shares under their particular circumstances.
The application of the PFIC rules is extremely complex. Shareholders
who are considering participating in the redemption and/or selling, transferring or otherwise disposing of their shares, and/or warrants
should consult with their tax advisors concerning the application of the PFIC rules in their particular circumstances.
U.S. Federal Income Tax Considerations to Non-U.S. Holders
This section is addressed to Non-U.S. Holders of our shares that elect
to have their shares of the Company redeemed for cash (“Redeeming Non-U.S. Holders). For purposes of this discussion, a “Redeeming
Non-U.S. Holder” is a beneficial owner (other than a partnership) that so redeems its shares of the Company and is not a U.S. Holder.
Any Redeeming Non-U.S. Holder will not be
subject to U.S. federal income tax on any capital gain recognized as a result of the exchange unless:
| · | such shareholder is an individual who is present in the United States for 183 days or more during
the taxable year in which the redemption takes place and certain other conditions are met; or |
| · | such shareholder is engaged in a trade or business within the United States and any gain recognized
in the exchange is treated as effectively connected with such trade or business (and, if an income tax treaty applies, the gain is attributable
to a permanent establishment maintained by such holder in the United States), in which case the Redeeming Non-U.S. Holder will
generally be subject to the same treatment as a Redeeming U.S. Holder with respect to the exchange, and a corporate Redeeming Non-U.S. Holder
may be subject to an additional branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty). |
With respect to any redemption treated as a dividend
rather than a sale will not be subject to United States federal income tax, unless the dividends are effectively connected with the Non-U.S.
Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable
to a permanent establishment or fixed base that such holder maintains in the United States). Dividends that are effectively connected
with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty,
are attributable to a permanent establishment or fixed base in the United States) generally will be subject to United States federal income
tax at the same regular United States federal income tax rates applicable to a comparable U.S. Holder and, in the case of a Non-U.S. Holder
that is a corporation for United States federal income tax purposes, also may be subject to an additional branch profits tax at a 30%
rate or a lower applicable tax treaty rate
Information Reporting and Backup Withholding
Dividend payments with respect to our ordinary
shares and proceeds from the sale, exchange or redemption of our ordinary shares may be subject to information reporting to the IRS and
possible United States backup withholding. However, backup withholding will not apply to a U.S. Holder who furnishes a correct taxpayer
identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such
exempt status. A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding by providing
certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing
an exemption. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s
United States federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup
withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.
As previously noted above, the foregoing discussion
of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to
be, and should not be construed as, legal or tax advice to any shareholder. We once again urge you to consult with your own tax adviser
to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign
income or other tax laws) of the receipt of cash in exchange for shares in connection with any redemption of your Public Shares.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information regarding the beneficial
ownership of our ordinary shares as of May 31, 2022 (other than for beneficial owners of more than 5% of our outstanding shares besides
our Sponsor, with respect to which the information is as of the dates specified in the Schedule 13Gs indicated in the applicable footnotes)
by:
| · | each person known by us to be the beneficial owner of more than 5% of our outstanding shares ordinary shares; |
| · | each of our executive officers and directors; and |
| · | all our executive officers and directors as a group. |
As of the record date, there were a total of 8,000,000 public shares
and 2,000,000 founder shares outstanding. Unless otherwise indicated, we believe that all persons named in the table have sole voting
and investment power with respect to all ordinary shares beneficially owned by them.
Name and Address of Beneficial Owner(1) | |
Number of Shares Beneficially
Owned | | |
Percentage of Outstanding Ordinary
Shares | |
Chavant Capital Partners LLC (our Sponsor) (2) (3) | |
| 1,580,814 | | |
| 15.8 | % |
Jiong Ma(2) (3) | |
| 1,580,814 | | |
| 15.8 | % |
André-Jacques Auberton-Hervé(2) | |
| 27,826 | | |
| * | |
Michael Lee(2) | |
| 24,348 | | |
| * | |
Karen Kerr(2) | |
| 24,348 | | |
| * | |
Bernhard Stapp(2) | |
| 24,348 | | |
| * | |
Patrick J. Ennis(2) | |
| 24,348 | | |
| * | |
Polar Asset Management Partners Inc.(4) | |
| 800,000 | | |
| 8.0 | % |
Arena Capital Advisors, LLC(5) | |
| 875,000 | | |
| 8.8 | % |
D.E Shaw & Co., L.L.C(6) | |
| 715,376 | | |
| 7.2 | % |
All officers and directors as a group (six individuals) (2) | |
| 1,706,032 | | |
| 17.1 | % |
| (1) | Unless otherwise noted, the business
address of each of the following is 445 Park Avenue, 9th Floor, New York, NY 10022. |
| (2) | Interests shown consist solely
of Founder Shares. |
| (3) | Chavant Capital Partners LLC is the record holder of the shares reported herein. Jiong Ma is the manager of the sponsor. Jiong Ma
is the sole member of Chavant Capital Partners Manager LLC and has voting and investment discretion with respect to the ordinary shares
held of record by the Sponsor. Dr. Ma disclaims any beneficial ownership of the shares held by the Sponsor, except to the extent
of her pecuniary interest therein. |
| (4) | According to a Schedule 13G filed on February 7, 2022, on behalf of Polar Asset Management Partners Inc. with respect to shares
held directly by Polar Multi-Strategy Fund, of which Polar Asset Management Partners Inc. is the investment advisor. The aforementioned
entities have beneficial ownership of the securities reported above, and the business address of such entity is 16 York Street, Suite 2900,
Toronto, ON, Canada M5J 0E6. |
| (5) | According to a Schedule 13G filed on February 14, 2022, on behalf of Arena Capital Advisors, LLC – CA, Arena Capital Fund,
LP – Series 3 and Arena Capital Fund, LP – Series 4, the aforementioned persons have beneficial ownership of the
securities reported above, and the business address of such entity is 12121 Wilshire Blvd. Ste 1010, Los Angeles, CA 90025. |
| (6) | According to a Schedule 13G filed on April 15, 2022, on behalf of D.E Shaw & Co., L.L.C, the aforementioned entity has
beneficial ownership of the securities reported above, which include (i) 384,192 shares in the name of D. E. Shaw Valence Portfolios,
L.L.C. and (ii) 331,184 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C. David E. Shaw does not own any shares directly.
However, by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which
is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C.
and D. E. Shaw Oculus Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw &
Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Valence
Portfolios, L.L.C. and D. E. Shaw Oculus Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the
vote of, and the shared power to dispose or direct the disposition of, the 715,376 shares as described above and, therefore, David E.
Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 715,376 shares. The
business address of each such entity is 1166 Avenue Of The Americas, 9th Floor, New York, NY 10036. |
HOUSEHOLDING INFORMATION
Unless we have received contrary instructions, we may send a single
copy of this Proxy Statement to any household at which two or more shareholders reside if we believe the shareholders are members of the
same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household
and helps to reduce our expenses. However, if shareholders prefer to receive multiple sets of our disclosure documents at the same address
this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with
another shareholder and together both of the shareholders would like to receive only a single set of our disclosure documents, the shareholders
should follow these instructions:
| · | if the shares are registered in the name of the shareholder, the shareholder should contact us at our offices at 445 Park Avenue,
9th Floor New York, NY 10022, to inform us of the shareholder’s request; or |
| · | if a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly. |
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC
as required by the Exchange Act. You can read our SEC filings, including this Proxy Statement, at the SEC’s website at http://www.sec.gov.
Those filings are also available free of charge to the public on, or accessible through, our corporate website at https://chavantcapital.com/investor-relations/.
Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference
in, and is not considered part of, this Proxy Statement.
If you would like additional copies of this Proxy Statement or if you
have questions about the proposals to be presented at the Special Meeting, you should contact our proxy solicitation agent at the following
address and telephone number:
Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: CLAY.info@investor.morrowsodali.com
You may also obtain these documents by requesting them in writing from
us by addressing such request to our Secretary at 445 Park Avenue, 9th Floor New York, NY 10022.
If
you are a shareholder of the Company and would like to request documents, please do so by [·], 2022, in order to receive
them before the Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally
prompt means.
ANNEX A
PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
CHAVANT CAPITAL ACQUISITION CORP.
“RESOLVED, as a special resolution, that the Amended and Restated
Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 48.7 in its entirety and
the insertion of the following language in its place:
| 48.7 | In the event that the Company does not consummate a Business
Combination on or before January 22, 2023, or such later time as the Members may approve in accordance with the Articles,
the Company shall: |
| (a) | cease all operations except for the purpose of winding up; |
| (b) | as promptly as reasonably possible but not more than ten
business days thereafter, redeem the Public Shares, for a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less
taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which
redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions,
if any); and |
| (c) | as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and
the Directors, liquidate and dissolve, |
subject in each case to its obligations under Cayman Islands
law to provide for claims of creditors and other requirements of Applicable Law.”
|
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
Vote by Internet - QUICK EASY
IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail
Your Internet vote authorizes the named proxies
to vote your shares in the same manner as if you Chavant Capital
Acquisition Corp.
(the “Company”)
marked, signed and returned your proxy card.
Votes submitted electronically over the Internet
must be received by 11:59 p.m., Eastern Time, on
[•], 2022.
INTERNET –
www.cstproxyvote.com
Use the Internet to vote your proxy.
Have your proxy card available when
you access the above website. Follow
the prompts to vote your shares.
Vote at the Meeting –
If you plan to attend the virtual online
annual meeting, you will need your 12
digit control number to vote electronically
at the annual meeting. To attend;
http://www.cstproxy.com/chavantcapital/2
022
MAIL – Mark, sign and date your proxy
card and return it in the postage-paid
envelope provided.
FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED
PROXY Please mark
your votes
like this
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 & 2.
FOR AGAINST ABSTAIN Extension Amendment Proposal
1. A special resolution to approve
the extension of the date by which
the Company must consummate
an initial business combination
from July 22, 2022 (which is 12
months from the closing of our
initial public offering) to January
22, 2023 (the “Extended Date”) by
amending the Company’s
Amended and Restated
Memorandum and Articles of
Association, in the form set forth
in Annex A to the accompanying
Proxy Statement (“Extension
Amendment Proposal” and any
such extension effected pursuant
thereto, the “Extension”).
Adjournment Proposal
2. An ordinary resolution to approve the
adjournment of the Special Meeting to
a later date or dates, if necessary, to
permit further solicitation and vote of
proxies and if, based upon the
tabulated vote at the time of the Special
Meeting, there are insufficient votes to
approve the Extension Amendment
Proposal (the “Adjournment Proposal”).
The Adjournment Proposal is only
expected to be presented at the Special
Meeting if there are not sufficient votes
to approve the Extension Amendment
Proposal.
CONTROL NUMBER
Signature Signature, if held jointly Date , 2022
Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or
corporate officer, please give title as such.
[•]
X
PLEASE DO NOT RETURN THE PROXY CARD
IF YOU ARE VOTING ELECTRONICALLY.
FOR AGAINST ABSTAIN
I |
| Important Notice Regarding the Internet Availability of Proxy
Materials for the Extraordinary General Meeting
To view the 2022 Proxy Statement and to Attend the
Extraordinary General Meeting, please go to:
http://www.cstproxy.com/chavantcapital/2022
FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Chavant Capital
Acquisition Corp.
The undersigned appoints Jiong Ma and Michael Lee, and each of them, as proxies, each with
the power to appoint their substitute, and authorizes each of them to represent and to vote, as
designated on the reverse hereof, all of the ordinary shares of the Company held of record by
the undersigned at the close of business on June 7, 2022 at the Extraordinary General Meeting
of the Company to be held on [•], 2022, or at any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY
INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF PROPOSAL 1 AND PROPOSAL 2,
AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE EXTRAORDINARY GENERAL
MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
(Continued and to be marked, dated and signed, on the other side) |
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