Exhibit 10.1


 


[_______], 2021


Chavant Capital Acquisition Corp.


445 Park Avenue, 9th Floor

New York, NY 10022


 


Re:          Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Chavant Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”)
and Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC as representatives (the “Representatives”)
of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”) of up to 11,500,000
of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and
three-quarters of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder
thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined
below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has
applied to have the Units listed on the Nasdaq Capital Market.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each of Chavant Capital Partners LLC, a Delaware limited
liability company (the “Sponsor”), the undersigned individuals, each of whom as a designee of the Representatives
(each a “Representative Designee” and together the “Representative Designees”) and
the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each of the undersigned
individuals, an “Insider” and collectively, the “Insiders”), hereby agrees with the
Company as follows:


 


		1.	As used herein: (i) “Business Combination” shall mean a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii)
 “Charter” shall mean the Company’s amended and restated memorandum and articles of association, as it
may be amended from time to time; (iii) “Founder Shares” shall mean the 2,875,000 Ordinary Shares issued and
outstanding (up to 375,000 shares of which are subject to complete or partial forfeiture if the over-allotment option is not exercised
by the Underwriters); (iv) “Initial Shareholders” shall mean the Sponsor and any Insider that holds Founder
Shares; (v) “Private Placement Warrants” shall mean the 3,800,000 warrants (or 4,100,000 warrants if the over-allotment
option is exercised in full) that the Sponsor and the Representatives have agreed to purchase for an aggregate purchase price of $3,800,000
(or $4,100,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously
with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities
issued in the Public Offering; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement
to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within
the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to,
any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c)
public announcement of any intention to effect any transaction specified in clause (a) or (b); (viii) “Trust Account”
shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants
shall be deposited; and (ix) “Warrants” shall mean the Private Placement Warrants and Public Warrants.



 






    


    


    

 


		2.	The Sponsor, each Representative Designee and each Insider agrees that if the Company seeks shareholder
approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote
any Ordinary Shares owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any Ordinary Shares owned
by it, him or her in connection with such shareholder approval. If the Company seeks to consummate a proposed Business Combination by
engaging in a tender offer, each of the Sponsor, each Representative Designee and each Insider agrees that it, he or she will not sell
or tender any Ordinary Shares owned by it, him or her to the Company in connection therewith.



 


		3.	Each of the Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate
a Business Combination within 12 months from the closing of the Public Offering, or such later period approved by the Company’s
shareholders in accordance with the Charter, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (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 Public Offering (the “Offering 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 (less up to $100,000 of interest to pay
dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public
Shareholders’ rights as shareholders (including the right to receive further liquidating 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 of directors, 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. Each of the Sponsor and each Insider agrees to not propose any amendment
to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company
does not complete a Business Combination within the required time period set forth in the Charter or with respect to any other material
provisions relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides its Public
Shareholders with the opportunity to redeem their Offering Shares upon approval of any such 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 Offering Shares.



 


The Sponsor, each Representative Designee
and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust
Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it,
him or her. Each of the Sponsor and each Insider hereby further waives, with respect to any Ordinary Shares held by it, him or her, if
any, any redemption rights it, he or she may have in connection with (A) the consummation of a Business Combination, including, without
limitation, any such rights available in the context of a shareholder vote to approve such Business Combination, or (B) a shareholder
vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the
Offering Shares if the Company has not consummated a Business Combination within the time period set forth in the Charter or with respect
to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or in the context
of a tender offer made by the Company to purchase Offering Shares (although the Sponsor, the Insiders and their respective affiliates
shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate
a Business Combination within the time period set forth in the Charter).


 






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		4.	During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after
such date, each of the Sponsor and each Insider shall not, without the prior written consent of the Representatives, (i) sell, offer to
sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly
or indirectly, or establish or increase a put equivalent position
or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to,
any Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable,
or exchangeable for, Ordinary Shares owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any Units, Ordinary Shares (including, but not limited to, Founder
Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to
effect any transaction specified in clause (i) or (ii). The provisions of this paragraph will not apply to any transfer permitted under
paragraph 8(c) hereof or if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has
agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms
remain in effect at the time of the transfer.



 


		5.	In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its
initial Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”)
agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation,
whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered
or products sold to the Company (other than the Company’s independent registered public accounting firm) or (ii) any prospective
target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business
Combination agreement (a “Target”); provided, however, that such indemnification of the Company
by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party or a Target do not reduce the
amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share
held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held
in the Trust Account due to reductions in the value of the trust assets, less taxes payable, (y) shall not apply to any claims by a third
party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is
enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim
with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim
to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.



 


		6.	To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional
1,500,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor and the Representative
Designees agree to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 375,000 multiplied by a fraction, (i) the
numerator of which is 1,500,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option,
and (ii) the denominator of which is 1,500,000. Of the 375,000 Founder Shares subject to forfeiture, the Sponsor will forfeit up to 319,881
Founder Shares and the Representative Designees will forfeit up to 55,119 Founder Shares. The forfeiture will be adjusted to the extent
that the over-allotment option is not exercised in full by the Underwriters so that the Founder Shares will represent an aggregate of
20.0% of the Company’s issued and outstanding Ordinary Shares after the Public Offering (not including Ordinary Shares underlying
the Public Warrants or Private Placement Warrants). The Sponsor further agrees that to the extent that the size of the Public Offering
is increased or decreased, the Company will purchase or sell Units or effect a share repurchase or share capitalization, as applicable,
immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of the initial shareholders prior
to the Public Offering at 20.0% of its issued and outstanding Ordinary Shares upon the consummation of the Public Offering.
In connection with such increase or decrease in the size of the Public Offering, then (A) the references to 1,500,000 in the numerator
and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Public
Shares included in the Units issued in the Public Offering and (B) the reference to 375,000 in the formula set forth in the first sentence
of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the Company in order
for the initial shareholders to hold an aggregate of 20.0% of the Company’s issued and outstanding Ordinary Shares after the Public
Offering (not including Ordinary Shares underlying the Public Warrants or Private Placement Warrants).



 






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		7.	The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company
would be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 2,
3, 4, 5, 6, 8(a), and 8(b), as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach
and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in
law or in equity, in the event of such breach.



 


		8.	(a)                The Sponsor and each Insider agrees
                                                              that it, he or she shall not Transfer any Founder Shares (or any Ordinary Shares issuable upon conversion thereof) until the earlier
                                                              of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business
                                                              Combination, (x) if the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions,
                                                              share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
                                                              commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a
                                                              liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s
                                                              shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Insider
                                                              Lock-up Period”). Each Representative Designee agrees that it, he or she shall not Transfer any Founder Shares (or any
                                                              Ordinary Shares issuable upon conversion thereof) until 30 days after the completion of the Company’s initial Business
                                                              Combination (such period, together with the Insider Lock-up Period, the “Founder Shares Lock-up
                                                              Period”).



 


(b)               
The Sponsor, each Representative Designee and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants
(or any Ordinary Shares issued or issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of
a Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up
Period, the “Lock-up Periods”).


 


(c)                Notwithstanding
the provisions set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Ordinary Shares
issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares that are held by the
Sponsor, any Representative Designee, any Insider or any of their permitted transferees (that have complied with this paragraph
8(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s
officers or directors, any affiliate of the Sponsor, any affiliate of the Representatives or to any members or partners of the
Sponsor or any of their respective affiliates; (b) in the case of an individual, by gift to a member of such individual’s
immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of
such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution
upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private
sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the
consummation of an initial Business Combination at prices no greater than the price at which the securities were originally
purchased; (f) by virtue of the laws of the Cayman Islands or our Sponsor’s limited liability company agreement upon
dissolution of our Sponsor; (g) in the event of the Company’s liquidation prior to its consummation of an initial Business
Combination; or (h) in the event that, subsequent to the Company’s consummation of an initial Business Combination, the
Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s
shareholders having the right to exchange their Ordinary Shares for cash, securities or other property; provided, however,
that in the case of clauses (a) through (f), these permitted transferees must enter into a written agreement with the Company
agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Letter Agreement (including
provisions relating to voting, the Trust Account and liquidating distributions).


 






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		9.	Each of the Sponsor and each Insider represents and warrants that it, he or she will not participate in
the formation of, or become an officer or director of, any other special purpose acquisition company that has publicly filed a registration
statement with the SEC until the Company has entered into a definitive agreement regarding an initial business combination or the Company
has failed to complete its initial business combination within 12 months after the closing of the Public Offering.



 


		10.	Each of the Sponsor and each Insider represents and warrants that it, he or she has never been suspended
or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration
denied, suspended or revoked. Each Insider’s biographical information furnished to the Company (including any such information included
in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s
background. Each Insider’s questionnaire furnished to the Company is true and accurate in all material respects. Each of the Sponsor
and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in
any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any
financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities; and it, he or she
is not currently a defendant in any such criminal proceeding.



 


		11.	The Company is not prohibited from pursuing an initial business combination with a business combination
target that is affiliated with the Sponsor and/or any Insider or completing the business combination through a joint venture or other
form of shared ownership with the Sponsor and/or any Insider. In the event the Company seeks to complete its initial business combination
with a business combination target that is affiliated with the Sponsor and/or any Insider, the Company, or a committee of independent
directors of the Company, would obtain an opinion from an independent investment banking or another independent entity that commonly renders
valuation opinions, that such initial business combination is fair to the Company from a financial point of view.



 


		12.	Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor
or any officer, nor any director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee,
non-cash payments, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered
in order to effectuate, the consummation of the Company’s initial Business Combination (regardless of the type of transaction that
it is).



 


		13.	Each of the Sponsor, each Representative Designee and each Insider has full right and power, without violating
any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer
or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director on the board of directors
of the Company and hereby consents to being named in the Prospectus as an officer and/or director of the Company.



 


		14.	The Company will maintain an insurance policy or policies providing directors’ and officers’
liability insurance, and each Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum
extent of the coverage available for any of the Company’s directors or officers.



 






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		15.	This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect
of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties
hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This
Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision,
except by a written instrument executed by all parties hereto.



 


		16.	No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations
hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void
and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall
be binding on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.



 


		17.	Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation
other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation,
promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall
be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted
transferees.



 


		18.	This Letter Agreement may be executed in any number of original or facsimile counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and
the same instrument.



 


		19.	This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or
provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.



 


		20.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the
State of New York. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way
to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction
and venue or that such courts represent an inconvenient forum.



 


		21.	Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter
Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or facsimile transmission.



 


		22.	This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods and
(ii) the liquidation of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public
Offering is not consummated and closed by December 31, 2021; provided further that paragraph 5 of this Letter Agreement shall survive
such liquidation.



 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	CHAVANT CAPITAL PARTNERS LLC



 


	 	
    By: 
	Chavant Manager LLC, its Manager
	 	 	 
	 	By:  	 
	 	 	Name: Jiong Ma
	 	 	Title:   Manager



 


	 	REPRESENTATIVE DESIGNEE
	 	 	 
	 	By: 
	 
	 	 	 
	 	By:  	 
	 	 	Name: 
	 	 	Title:   



 


	 	REPRESENTATIVE DESIGNEE
	 	 	 
	 	By: 
	 
	 	 	 
	 	By:  	 
	 	 	Name: 
	 	 	Title:   



 





	 	 
	 	Jiong Ma
	 	 
	 	 
	 	André-Jacques Auberton-Hervé
	 	 
	 	 
	 	Michael Lee
	 	 
	 	 
	 	Karen Kerr
	 	 
	 	 
	 	Bernhard Stapp
	 	 
	 	 
	 	Patrick J. Ennis



 





	Acknowledged and Agreed:	 
	 	 
	CHAVANT CAPITAL ACQUISITION CORP.	 



 


	By:	 	 
	 	Name: Jiong Ma	 
	 	Title:   Chief Executive Officer	 
	 	 	 


 


[Signature Page to Letter
Agreement]


 








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