Mobix Labs: securities offering

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As filed with the Securities and Exchange Commission on April 1, 15, 2024

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15420 Laguna Canyon Rd., Road, Suite 100

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15420 Laguna Canyon Rd., Road, Suite 100

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The shares of Class A Common Stock to which this prospectus relates may be issued by us to B. Riley Principal Capital II pursuant to a Common Stock Purchase Agreement, dated as of March 18, 2024, that we entered into with B. Riley Principal Capital II, which we refer to in this prospectus as the Purchase Agreement. Such shares of Class A Common Stock include up to 9,500,000 shares of Class A Common Stock that we may, in our sole discretion, elect to sell to B. Riley Principal Capital II, from time to time after the date of this prospectus, pursuant to the Purchase Agreement.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Class A Common Stock by the Selling Stockholder. However, we may receive up to $100,000,000 aggregate gross proceeds under the Purchase Agreement from sales of Class A Common Stock we may elect to make to B. Riley Principal Capital II pursuant to the Purchase Agreement after the date of this prospectus. See "The Committed Equity Facility" for a description of the Purchase Agreement and "Selling Stockholder" for additional information regarding B. Riley Principal Capital II.

B. Riley Principal Capital II may sell or otherwise dispose of the Class A Common Stock described in this prospectus in a number of different ways and at varying prices. See "Plan of Distribution (Conflict of Interest)" for more information about how B. Riley Principal Capital II may sell or otherwise dispose of the Class A Common Stock pursuant to this prospectus. B. Riley Principal Capital II is an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, or the Securities Act.

We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of Class A Common Stock to which this prospectus relates by the Selling Stockholder, including legal and accounting fees. We have also engaged Seaport Global Securities LLC to act as a "qualified independent underwriter" in this offering, whose fees and expenses will be borne by the Selling Stockholder. See section titled "Plan of Distribution (Conflict of Interest)" beginning on page 115 of this prospectus.

Shares of our Class A Common Stock are listed on the Nasdaq Stock Market LLC ("Nasdaq") under the symbol "MOBX". On March 28, 2024, the closing price of our Class A Common Stock was $2.01.

We are an "emerging growth company" and a "smaller reporting company" as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See "Prospectus Summary -Emerging Growth Company and Smaller Reporting Company."

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled "Risk Factors" beginning on page 13 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.

SUBJECT TO COMPLETION, DATED APRIL 1, 15, 2024

9,500,000 24,507,435 SHARES OF CLASS A COMMON STOCK

3,000,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK

6,000,000 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS

This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the "Selling Securityholders") of up to 9,500,000 24,507,435 shares of our Class A common stock, par value $0.00001 per share or ("Class A Common Stock") by B. Riley Principal Capital II, LLC, whom we refer and 3,000,000 warrants to in this prospectus as "B. Riley Principal Capital II" or the "Selling Stockholder." purchase shares of Class A Common Stock, consisting of:

• up to 5,946,596 shares of Class A Common Stock and up to 2,254,901 shares of Class A Common Stock issuable upon conversion of shares of Class B common stock, $0.00001 per share that were issued as consideration in the Merger with Chavant Capital Acquisition Corp. ("Chavant") (the "Consideration Shares"), as described in this prospectus. The Consideration Shares were acquired by the Selling Securityholders based on a value of $10.00 per share of common stock, however, these shares were issued in exchange for shares of Mobix Labs Operations, Inc. (f/k/a Mobix Labs, Inc.) ("Legacy Mobix") that were acquired by employees, investors and others through private placements, equity award grants and other sales at prices that equate to purchase prices of less than $10.00 per share of Class A Common Stock, and, in some cases, including equity securities purchased in connection with or following the founding of Legacy Mobix, purchase prices of approximately $0.0001 to $6.84 per share of Class A Common Stock;

• up to 3,500,000 shares of Class A Common Stock reserved for issuance as earnout shares (the "Earnout Shares"), which are issuable based on the achievement of trading price targets and subject to the terms provided in the Business Combination Agreement (as defined below);

• up to 2,598,600 shares of Class A Common Stock subject to vesting or exercise of Legacy Mobix equity awards that were assumed in connection with the Merger (the "Equity Award Shares"). Upon exercise or vesting of the applicable Legacy Mobix equity awards, the applicable Selling Securityholders will acquire the Equity Award Shares at prices ranging from $0.17 to $6.84 per share of Class A Common Stock;

• up to 337,020 shares of Class A Common Stock subject to exercise of Legacy Mobix warrants that were assumed in connection with the Merger (the "Legacy Warrant Shares"). Upon exercise of the applicable Legacy Mobix warrants, the applicable Selling Securityholders will acquire the Legacy Warrant Shares at a price of $0.01 per share of Class A Common Stock;

• up to 1,975,000 shares of Class A Common Stock (the "PIPE Shares") that were issued in private placements pursuant to the terms of the PIPE Subscription Agreements (as defined below) in connection with the Merger. The PIPE Shares were acquired by the applicable Selling Securityholders at a price of $10.00 per share of Class A Common Stock;

• up to 1,750,000 shares of Class A Common Stock (the "PIPE Warrant Shares") issuable upon exercise of warrants (the "PIPE Warrants") to purchase shares of Class A Common Stock that were originally issued by Legacy Mobix in connection with the execution of the PIPE Subscription Agreements, and assumed by Mobix Labs in the Merger, at an exercise price of $0.01 per share of Class A Common Stock;

• up to 1,341,369 shares of Class A Common Stock (the "Founder Shares") that were issued upon the conversion of Chavant ordinary shares (the "Ordinary Shares"), originally issued in private placements, which were automatically converted into shares of Class A Common Stock at the time of the Domestication, as described in this prospectus, on a one -for-one basis. The Founder Shares were acquired at a purchase price equivalent to approximately $0.009 per share of Class A Common Stock;

• up to 471,919 shares of Class A Common Stock (the "Sponsor PIPE Shares") that were issued to Chavant Capital Partners LLC (the "Sponsor") in a private placement pursuant to the Sponsor PIPE Subscription

Agreement (as defined below) in connection with the Merger consisting of (i) 199,737 Sponsor PIPE Shares acquired at a price of $10.00 per shares of Class A Common Stock, paid through the forgiveness of certain outstanding indebtedness and reimbursement obligations owed by Chavant to the Sponsor and its affiliates, and (ii) 272,182 Sponsor PIPE Shares acquired upon exercise of warrants of Legacy Mobix issued to the Sponsor in connection with the execution of the Sponsor PIPE Subscription Agreement at an exercise price of $0.01 per share of Class A Common Stock;

• up to 3,000,000 warrants ("Private Placement Warrants") that were originally issued in a private placement at the time of Chavant's initial public offering on July 19, 2021 (the "Chavant IPO"). The Private Placement Warrants were acquired at a purchase price of $1.00 per Private Placement Warrant;

• up to 3,000,000 shares of Class A Common Stock (the "Private Warrant Shares") issuable upon the exercise of the Private Placement Warrants;

• up to 280,000 shares of Class A Common Stock (the "Advisors Shares") that were issued to Roth Capital Partners LLC ("Roth") and Craig -Hallum Capital Group, LLC (Roth, together with "Craig -Hallum ", the "Representatives") in lieu of any cash fees and any reimbursement of expenses pursuant to the Business Combination Marketing Agreement, dated as of July 19, 2021 (the "Marketing Agreement"), by and among Chavant, Roth and Craig -Hallum ; and

• up to an additional 1,052,030 shares of Class A Common Stock (the "Make -Whole Shares") that are issuable to the holders of PIPE Shares, the Sponsor, Roth and Craig -Hallum if the volume weighted average price ("VWAP") of the Class A Common Stock beginning 30 days after the effectiveness of the registration statement of which this prospectus forms a part is below $10.00 per share for a 30 -day period;

This prospectus also relates to the issuance by us of up to 6,000,000 shares of Class A Common Stock (the "Public Warrant Shares") that are issuable by us upon the exercise of the public warrants sold as part of the units in the Chavant IPO (the "Public Warrants," and together with the PIPE Warrants and the Private Placement Warrants, the "Warrants"). The Public Warrants entitle the holder thereof to purchase one share of Class A Common Stock for $5.79 per share.

The shares of Class A Common Stock and the Private Placement Warrants that may be sold by the Selling Securityholders are collectively referred to in this prospectus as the "Offered Securities." Our registration of the resale of the Offered Securities does not mean that the Selling Securityholders will offer or sell any of the Offered Securities.

We will not receive any of the proceeds from the sale by the Selling Securityholders of any of the Offered Securities. We will receive the proceeds from the exercise of the Warrants for cash, but not from the sale of the underlying shares of Class A Common Stock. We will bear all costs, expenses and fees in connection with the registration of the resale of the Offered Securities. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their respective sales of the Offered Securities.

The Selling Securityholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell the securities in the section titled "Plan of Distribution." In addition, certain of the Offered Securities are subject to vesting and/or transfer restrictions that may prevent the Selling Securityholders from offering or selling such securities. See the section titled "Description of Securities" for more information.

As of March 28, 2024, the number of shares of Class A Common Stock that may be offered for resale by the Selling Securityholders pursuant to this prospectus is approximately 1.29 times larger than the number of outstanding shares of Class A Common Stock and, assuming the cash exercise of all of the Company's outstanding Warrants, represents approximately 129% of the outstanding shares of Class A Common Stock. Sales of a substantial number of shares of Class A Common Stock in the public markets, including by the Selling Securityholders, who obtained their shares at prices or values below the current market price, or the perception in the market that such sales could occur, could result in a significant decline in the public trading price of the Class A Common Stock. For more information regarding this risk, see "Risk Factors — Risks Related to Ownership of Mobix Labs' Securities — Future sales of Class A Common Stock may cause the market price of Mobix Labs' Class A Common Stock to drop significantly, even if Mobix Labs' business is doing well."

You should carefully read this prospectus, and any applicable prospectus supplement, before you invest in any of our securities.

The shares of Class A Common Stock are listed on the Nasdaq Global Market and the Public Warrants are listed on the Nasdaq Capital Market under the symbols "MOBX" and "MOBXW," respectively. On April 11 , 2024, the last sale price of the Class A Common Stock as reported on the Nasdaq Global Market was $ 2.12 per share and the last sale price of the Public Warrants as reported on the Nasdaq Capital Market was $ 0.2277 per warrant. Based on such sale prices, the Selling Securityholders, who obtained their Offered Securities at prices or values below the current market price, may experience a potential profit of approximately $2.11 per share. Other securityholders, including those that purchased securities in the Chavant IPO, may not experience a similar rate of return on the securities they purchased due to differences in the prices or values at which the Selling Securityholders were issued the Offered Securities and the current trading price of the Class A Common Stock and the Public Warrants.

Investing in our securities involves certain risks, including those that are described in the section titled "Risk Factors" beginning on page 8 of this prospectus.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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THE COMMITTED EQUITY FACILITY

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MOBIX LABS

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SELLING SECURITYHOLDERS

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PLAN OF DISTRIBUTION (CONFLICT OF INTEREST)

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Explanatory note 2 changes

On December 21, 2023 (the "Closing Date"), Mobix Labs, Inc., a Delaware corporation (f/k/a Chavant Capital Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability) ("Mobix Labs," the "Company," "we," "us" or "our"), consummated the previously announced merger pursuant to the Business Combination Agreement, dated November 15, 2022 (as amended, the "Business Combination Agreement"), by and among the Company, CLAY Merger Sub II, Inc., a Delaware corporation and newly -formed , wholly -owned direct subsidiary of Chavant ("Merger Sub"), and Mobix Labs Operations, Inc., a Delaware corporation (f/k/a Mobix Labs, Inc.) Legacy Mobix, following the approval at an extraordinary general meeting of the Company's shareholders held on December 18, 2023 (the "Special Meeting").

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As of the open of trading on December 22, 2023, the Class A Common Stock and warrants that were issued in Chavant's initial public offering (the Public Warrants began trading on Nasdaq under the symbols "MOBX" and "MOBXW," respectively.

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About this prospectus 10 changes

This prospectus is part of a registration statement on Form S -1 that we filed with the SEC to register the securities described in this prospectus for resale by the Selling Stockholder who may, from time to time, sell the securities described in this prospectus. We will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholder pursuant to this prospectus.

We may also file a prospectus supplement or post -effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post -effective amendment may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post -effective amendment, you should rely on the prospectus supplement or post -effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post -effective amendment, and any applicable prospectus supplement, together with the additional information described under the heading "Where You Can Find Additional Information."

Neither we, nor the Selling Stockholder, have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any post -effective amendment, or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We and the Selling Stockholder take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. We and the Selling Stockholder will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any post -effective amendment and any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains, and any post -effective amendment or any prospectus supplement may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. In addition, the market and industry data and forecasts that may be included in this prospectus, any post -effective amendment or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" contained in this prospectus, any post -effective amendment and the applicable prospectus supplement. Accordingly, investors should not place undue reliance on this information.

This prospectus is part of a registration statement on Form S -1 that we filed with the SEC using a "shelf" registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, offer and sell, as applicable, any combination of the securities described in this prospectus in one or more offerings. The Selling Securityholders may use the shelf registration statement to sell up to 24,507,435 shares of our Class A Common Stock and 3,000,000 Private Placement Warrants from time to time through any means described in the section titled "Plan of Distribution." More specific terms of any securities that the Selling Securityholders offer and sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the Offered Securities and the terms of the offering.

This prospectus also relates to the issuance by us of up to 6,000,000 shares of Class A Common Stock that are issuable by us upon the exercise of the Public Warrants. The Public Warrants entitle the holder thereof to purchase one share of Class A Common Stock for $5.79 per share.

A prospectus supplement may also add, update or change information included in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus.

You should assume that the information appearing in this prospectus or any prospectus supplement is accurate only as of the date on the front of those documents only, regardless of the time of delivery of this prospectus or any applicable prospectus supplement, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

Neither we nor the Selling Securityholders have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. We and the Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.

This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale is not permitted. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled "Where You Can Find Additional Information."

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section titled "Where You Can Find Additional Information."

Forward-looking statements 1 change

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• the inability to maintain our the listing of our securities on Nasdaq;

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Summary of the prospectus 33 changes

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On December 18, 2023, we completed the acquisition of EMI Solutions when we acquired all of the outstanding common shares of EMI Solutions. EMI Solutions is a manufacturer of electromagnetic interference filtering products for aerospace, military, defense, medical and medical applications. The acquisition of EMI Solutions complement complements our existing product offerings, expands our customer base and allows us to deliver solutions that address a wider variety of applications and markets.

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The Committed Equity Facility

On March 18, 2024, we entered into the Purchase Agreement and a related registration rights agreement, dated as of March 18, 2024 (the "Registration Rights Agreement"), with B. Riley Principal Capital II. Upon the terms and subject to the satisfaction of the conditions contained in the Purchase Agreement, we have the right, in our sole discretion, to sell to B. Riley Principal Capital II up to $100,000,000 of shares of our Class A Common Stock (subject to certain limitations contained in the Purchase Agreement), from time to time after the date of this prospectus and during the term of the Purchase Agreement through a Market Open Purchase or an Intraday Purchase on any Purchase Date (each term as defined below). Sales of Class A Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at our option, and we are under no obligation to sell any securities to B. Riley Principal Capital II under the Purchase Agreement. In accordance with our obligations under the Registration Rights Agreement, we have filed the registration statement that includes this prospectus with the SEC to register under the Securities Act, the offer and resale by B. Riley Principal Capital II of up to 9,500,000 shares of Class A Common Stock (the "Purchase Shares") that we may, in our sole discretion, elect to sell to B. Riley Principal Capital II, from time to time from and after the Commencement Date (defined below) pursuant to the Purchase Agreement.

Upon the initial satisfaction of each of the conditions to B. Riley Principal Capital II's purchase obligations set forth in the Purchase Agreement (the initial satisfaction of all of such conditions, the "Commencement"), none of which are within B. Riley Principal Capital II's control, including that the registration statement that includes this prospectus shall have been declared effective by the SEC and the final form of this prospectus shall have been filed with the SEC, we have the right, but not the obligation, from time to time at our sole discretion for a period of up to 36 months, unless the Purchase Agreement is earlier terminated, beginning on the date on which the Commencement occurs (such date, the "Commencement Date"), to direct B. Riley Principal Capital II to purchase a specified number of shares of Class A Common Stock (each, a "Market Open Purchase"), not to exceed the lesser of (such lesser number of shares, the "Market Open Purchase Maximum Amount"): (i) 1,000,000 shares of Class A Common Stock and (ii) up to a certain percentage, which we will specify in the applicable Market Open Purchase Notice (as defined below) for such Market Open Purchase (such applicable percentage not to exceed 25.0%) (such applicable percentage specified by us for a Market Open Purchase, the "Market Open Purchase Percentage"), of the total aggregate number (or volume) of shares of our Class A Common Stock traded on Nasdaq during the applicable Market Open Purchase Valuation Period (as defined below) for such Market Open Purchase (such specified number of shares to be purchased by B. Riley Principal Capital II in such Market Open Purchase, adjusted to the extent necessary to give effect to the applicable Market Open Purchase Maximum Amount and certain additional limitations set forth in the Purchase Agreement, the "Market Open Purchase Share Amount"), by timely delivering written notice of such Market Open Purchase to B. Riley Principal Capital II (each, a "Market Open Purchase Notice") prior to 9:00 a.m., New York City time, on any trading day (each, a "Purchase Date"), so long as (a) the closing sale price of our Class A Common Stock on Nasdaq on the trading day immediately prior to such Purchase Date is not less than $0.50 (such price, the "Threshold Price"), and (b) all shares of Class A Common Stock subject to all prior Market Open Purchases and all prior Intraday Purchases (defined below) effected by us under the Purchase Agreement (as applicable) have been received by B. Riley Principal Capital II in the manner set forth in the Purchase Agreement, prior to the time we deliver such Market Open Purchase Notice to B. Riley Principal Capital II.

The per share purchase price that B. Riley Principal Capital II is required to pay for shares of Class A Common Stock in a Market Open Purchase effected by us pursuant to the Purchase Agreement, if any, will be determined by reference to the volume weighted average price of the Class A Common Stock (the "VWAP"), calculated in accordance with the Purchase Agreement, for the period (the "Market Open Purchase Valuation Period") beginning at the official open (or "commencement") of the regular trading session on Nasdaq on the applicable Purchase Date for such Purchase, and ending at the earliest to occur of (i) 3:59 p.m., New York City time, on such Purchase Date or such earlier time publicly announced by the trading market as the official close of the regular trading session on such Purchase Date, (ii) such time that the total aggregate number (or volume) of shares of Class A Common Stock traded on Nasdaq during such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement) reaches the applicable share volume maximum amount for such Market Open Purchase (the "Market Open Purchase Share Volume Maximum"), calculated by dividing (a) the applicable Market Open Purchase Share Amount for such Market Open Purchase, by (b) the Market Open Purchase Percentage we specified in the applicable Market Open Purchase Notice for such Market Open Purchase, and (iii) if we further specify in the applicable Market Open Purchase Notice for such Market Open Purchase that a "limit order discontinue election" (a "Limit Order Discontinue Election") shall apply to such Market Open Purchase, such time that the trading price of our Class A Common Stock on Nasdaq during such Market Open Purchase Valuation Period (calculated in accordance with the Purchase Agreement) falls below the applicable minimum price threshold for such Market Open Purchase specified by us in the Market Open Purchase Notice for such Market Open Purchase, or if we do not specify a minimum price threshold in such Market Open Purchase Notice, a price equal to 75.0% of the closing sale price of the Class A Common Stock on the trading day immediately prior to the applicable Purchase Date for such purchase (the "Minimum Price Threshold"), less a fixed 3.0% discount to the VWAP for such Market Open Purchase Valuation Period, calculated in accordance with the Purchase Agreement.

Under the Purchase Agreement, for purposes of calculating the volume of shares of Class A Common Stock traded during a Market Open Purchase Valuation Period, as well as the VWAP for a Market Open Purchase Valuation Period, the following transactions, to the extent they occur during such Market Open Purchase Valuation Period, shall be excluded: (x) the opening or first purchase of Class A Common Stock at or following the official open of the regular trading session on Nasdaq on the applicable Purchase Date for such Market Open Purchase, (y) the last or closing sale of Class A Common Stock at or prior to the official close of the regular trading session on Nasdaq on the applicable Purchase Date for such Market Open Purchase, and (z) if we have specified in the applicable Market Open Purchase Notice for such Market Open Purchase that a "limit order continue election" (a "Limit Order Continue Election"), rather than a Limit Order Discontinue Election, shall apply to such Market Open Purchase, all purchases and sales of Class A Common Stock on Nasdaq during such Market Open Purchase Valuation Period at a price per share that is less than the applicable Minimum Price Threshold for such Market Open Purchase.

From and after the Commencement Date, in addition to Market Open Purchases described above, we will also have the right, but not the obligation, subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, to direct B. Riley Principal Capital II to purchase, on any trading day that would qualify as a Purchase Date, whether or not a Market Open Purchase is effected on such Purchase Date, a specified number of shares of Class A Common Stock (each, an "Intraday Purchase"), not to exceed the lesser of (such lesser number of shares, the "Intraday Purchase Maximum Amount"): (i) 1,000,000 shares of Class A Common Stock and (ii) up to a certain percentage, which we will specify in the applicable Intraday Purchase Notice (as defined below) for such Intraday Purchase (such applicable percentage not to exceed 25.0%) (such applicable percentage specified by us for an Intraday Purchase, the "Intraday Purchase Percentage"), of the total aggregate volume of shares of our Class A Common Stock traded on Nasdaq during the applicable "Intraday Purchase Valuation Period" (determined in a similar manner as the Market Open Purchase Valuation Periods for a Market Open Purchase) for such Intraday Purchase (such specified number of shares, adjusted to the extent necessary to give effect to the applicable Intraday Purchase Maximum Amount, the "Intraday Purchase Share Amount"), by the delivery to B. Riley Principal Capital II of an irrevocable written purchase notice for such Intraday Purchase, after 10:00 a.m., New York City time (and after the Market Open Purchase Valuation Period for any earlier Market Open Purchase and the Intraday Purchase Valuation Period for the most recent prior Intraday Purchase effected on the same Purchase Date as such applicable Intraday Purchase, if applicable, have ended), and prior to 3:30 p.m., New York City time, on such Purchase Date (each, an "Intraday Purchase Notice"), so long as (i) the closing sale price of the Class A Common Stock on Nasdaq on the trading day immediately prior to such Purchase Date is not less than the Threshold Price and (ii) all shares of Class A Common Stock subject to all prior Market Open Purchases and all prior Intraday Purchases (as applicable) effected by us under the Purchase Agreement, including all prior purchases effected on the same Purchase Date as such applicable Intraday Purchase, have been received by B. Riley Principal Capital II in the manner set forth in the Purchase Agreement, prior to the time we deliver the Intraday Purchase Notice for such applicable Intraday Purchase to B. Riley Principal Capital II.

The per share purchase price for the shares of Class A Common Stock that we elect to sell to B. Riley Principal Capital II in an Intraday Purchase pursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of a Market Open Purchase (including the same fixed percentage discounts to the applicable VWAP used to calculate the per share purchase price for a Market Open Purchase, as described above), provided that the VWAP for each Intraday Purchase effected on a Purchase Date will be calculated over different Intraday Purchase Valuation Periods during the regular trading session on Nasdaq on such Purchase Date, each of which will commence and end at different times on such Purchase Date.

There is no upper limit on the price per share that B. Riley Principal Capital II could be obligated to pay for the Class A Common Stock we may elect to sell to it in any Market Open Purchase or any Intraday Purchase under the Purchase Agreement. In the case of Market Open Purchases and Intraday Purchases effected by us under the Purchase Agreement, if any, all share and dollar amounts used in determining the purchase price per share of Class A Common Stock to be purchased by B. Riley Principal Capital II in a Market Open Purchase or an Intraday Purchase (as applicable), or in determining the applicable maximum purchase share amounts or applicable volume or price threshold amounts in connection with any such Market Open Purchase or Intraday Purchase (as applicable), in each case, will be equitably adjusted as set forth in the Purchase Agreement for any reorganization, recapitalization, non -cash dividend, stock split, reverse stock split or other similar transaction occurring during any period used to calculate such per share purchase price, maximum purchase share amounts or applicable volume or price threshold amounts.

We will control the timing and amount of any sales of Class A Common Stock to B. Riley Principal Capital II that we may elect, in our sole discretion, to effect from time to time from and after the Commencement Date and during the term of the Purchase Agreement. Actual sales of shares of Class A Common Stock to B. Riley Principal Capital II under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, including, among other things, market conditions, the trading price of the Class A Common Stock and determinations by us as to the appropriate sources of funding for its business and its operations.

Under the applicable Nasdaq rules, in no event may we issue to B. Riley Principal Capital II under the Purchase Agreement more than 5,166,761 shares of Class A Common Stock, which number of shares is equal to 19.99% of the sum of shares of Class A Common Stock and shares of Class B Common Stock, in each case, issued and outstanding immediately prior to the execution of the Purchase Agreement (the "Exchange Cap"), unless (i) we obtain stockholder approval to issue shares of Class A Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per share paid by B. Riley Principal Capital II for all of the shares of Class A Common Stock that we direct B. Riley Principal Capital II to purchase from us pursuant to the Purchase Agreement, if any, equals or exceeds $2.10 per share (representing the lower of (a) the official closing price of our Class A Common Stock on Nasdaq immediately preceding the execution of the Purchase Agreement and (b) the average official closing price of our Class A Common Stock on Nasdaq for the five consecutive trading days immediately preceding the execution of the Purchase Agreement, adjusted as required by Nasdaq to take into account our payment of the Cash Commitment Fee (as defined below), so that the Exchange Cap limitation will not apply to issuances and sales of Class A Common Stock pursuant to the Purchase Agreement.

Moreover, we may not issue or sell any shares of Class A Common Stock to B. Riley Principal Capital II under the Purchase Agreement which, when aggregated with all other shares of Class A Common Stock then beneficially owned by B. Riley Principal Capital II and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 13d -3 thereunder), would result in B. Riley Principal Capital II beneficially owning more than 4.99% of the outstanding shares of our Class A Common Stock (the "Beneficial Ownership Limitation").

The net proceeds to us from sales that we elect to make to B. Riley Principal Capital II under the Purchase Agreement, if any, will depend on the frequency and prices at which we sell shares of our Class A Common Stock to B. Riley Principal Capital II. We expect that any proceeds received by us from such sales to B. Riley Principal Capital II will be used for working capital and general corporate purposes.

There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, other than a prohibition (with certain limited exceptions) on entering into specified "Variable Rate Transactions" during certain "Reference Periods" (as such terms are defined in the Purchase Agreement). In addition, under the Purchase Agreement, we may not issue or sell any shares of Class A Common Stock or equivalents in any "equity line of credit" or "at the market offering", subject to certain exceptions.

B. Riley Principal Capital II has agreed that none of B. Riley Principal Capital II, its sole member, any of their respective officers, or any entity managed or controlled by B. Riley Principal Capital II or its sole member will engage in or effect, directly or indirectly, for its own account or for the account of any other of such persons or entities, any short sales of the Class A Common Stock or hedging transaction that establishes a net short position in the Class A Common Stock during the term of the Purchase Agreement.

The Purchase Agreement will automatically terminate on the earliest to occur of (i) the first day of the month next following the 36 -month anniversary of the Commencement Date, (ii) the date on which B. Riley Principal Capital II shall have purchased from us under the Purchase Agreement shares of Class A Common Stock for an aggregate gross purchase price of $100,000,000, (iii) the date on which the Class A Common Stock shall have failed to be listed or quoted on Nasdaq or another U.S. national securities exchange identified as an "eligible market" in the Purchase Agreement, (iv) the 30 th trading day after the date on which a voluntary or involuntary bankruptcy proceeding involving our company has been commenced that is not discharged or dismissed prior to such trading day, and (v) the date on which a bankruptcy custodian is appointed for all or substantially all of our property or we make a general assignment for the benefit of creditors.

We have the right to terminate the Purchase Agreement at any time after Commencement, at no cost or penalty, upon 10 trading days' prior written notice to B. Riley Principal Capital II, provided, however, that certain conditions under the Purchase Agreement are met. We and B. Riley Principal Capital II may also agree to terminate the Purchase Agreement by mutual written consent, provided that no termination of the Purchase Agreement will be effective during the pendency of any Market Open Purchase or any Intraday Purchase that has not then fully settled in accordance with the Purchase Agreement. Neither we nor B. Riley Principal Capital II may assign or transfer our respective rights and obligations under the Purchase Agreement or the Registration Rights Agreement, and no provision of the Purchase Agreement or the Registration Rights Agreement may be modified or waived by us or B. Riley Principal Capital II.

As consideration for B. Riley Principal Capital II's commitment to purchase shares of Class A Common Stock at our direction upon the terms and subject to the conditions set forth in the Purchase Agreement, we agreed to pay B. Riley Principal Capital II a cash commitment fee in the amount of $1,500,000 (the "Cash Commitment Fee"), which represents 1.5% of B. Riley Principal Capital II's $100,000,000 total aggregate purchase commitment under the Purchase Agreement. B. Riley Principal Capital II will withhold 30% in cash from the total aggregate purchase price in connection with any Market Open Purchases and Intraday Purchases under the Purchase Agreement until B. Riley Principal Capital II has received the entire Cash Commitment Fee. If we do not pay the Cash Commitment Fee in full on the earlier of (i) the termination of the Purchase Agreement pursuant to Section 8.2 of the Purchase Agreement and (ii) December 15, 2024, then we must pay B. Riley Principal Capital II, in cash, the difference between (A) the Cash Commitment Fee and (B) the amount of cash withholdings already withheld by B. Riley Principal Capital II in connection with any Market Open Purchases and Intraday Purchases and any other cash payments made by us to B. Riley Principal Capital II that were applied to the Commitment Fee that do not arise from any cash withholding(s) by B. Riley Principal Capital II or from any agreements entered into between the Company and B. Riley Principal Capital II prior to the date of the Purchase Agreement. In addition, we have agreed to reimburse B. Riley Principal Capital II for the reasonable legal fees and disbursements of B. Riley Principal Capital II's legal counsel in an amount not to exceed (i) $75,000 upon the execution of the Purchase Agreement and Registration Rights Agreement and (ii) $5,000 per fiscal quarter, in each case in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement.

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions, and indemnification obligations of the parties. Copies of the agreements have been filed as exhibits to the registration statement that includes this prospectus and are available electronically on the SEC's website at www.sec.gov.

Because the per share purchase price that B. Riley Principal Capital II will pay for Purchase Shares in any Market Open Purchase or Intraday Purchase that we may elect to effect pursuant to the Purchase Agreement will be determined by reference to the VWAP during the applicable Market Open Purchase Valuation Period or Intraday Purchase Valuation Period, respectively, on the applicable Purchase Date for such Market Open Purchase or Intraday Purchase, as of the date of this prospectus, we cannot determine the actual purchase price per share that B. Riley Principal Capital II will be required to pay for any Purchase Shares that we may elect to sell to B. Riley Principal Capital II under the Purchase Agreement from and after Commencement and, therefore, we cannot be certain how many Purchase Shares, in the aggregate, we may issue and sell to B. Riley Principal Capital II under the Purchase Agreement from and after Commencement. As of March 28, 2024, there were 23,591,830 shares of our Class A Common Stock outstanding, of which 18,345,238 shares were held by non -affiliates of our company. If all of the 9,500,000 shares offered for resale by B. Riley Principal Capital II under this prospectus were issued and outstanding as of the date hereof (without taking into account the 19.99% Exchange Cap limitation), such shares would represent approximately 29% of the total number of outstanding shares of Class A Common Stock and approximately 34% of the total number of outstanding shares of Class A Common Stock held by non -affiliates of our company, in each case as of March 28, 2024.

Although the Purchase Agreement provides that we may sell up to $100,000,000 of our Class A Common Stock to B. Riley Principal Capital II, only 9,500,000 Purchase Shares are being registered under the Securities Act for resale by B. Riley Principal Capital II under the registration statement that includes this prospectus. If we were to issue and sell all of such 9,500,000 Purchase Shares to B. Riley Principal Capital II at an assumed purchase price per share of $2.01 (without taking into account the 19.99% Exchange Cap limitation), representing the closing sale price of our Class A Common Stock on Nasdaq on March 28, 2024, we would only receive approximately $19,095,000 in aggregate gross proceeds from the sale of such Purchase Shares to B. Riley Principal Capital II under the Purchase Agreement. Depending on the market prices of our Class A Common Stock on the Purchase Dates on which we elect to sell such Purchase Shares to B. Riley Principal Capital II under the Purchase Agreement, we may need to register under the Securities Act additional shares of our Class A Common Stock for resale by B. Riley Principal Capital II which, together with the 9,500,000 Purchase Shares included in this prospectus, will enable us to issue and sell to B. Riley Principal Capital II such aggregate number of shares of Class A Common Stock under the Purchase Agreement as will be necessary in order for us to receive aggregate proceeds equal to B. Riley Principal Capital II's $100,000,000 maximum aggregate purchase commitment available to us under the Purchase Agreement.

If we elect to issue and sell to B. Riley Principal Capital II more than the 9,500,000 shares of Class A Common Stock being registered under the Securities Act for resale by B. Riley Principal Capital II under the registration statement that includes this prospectus, which we have the right, but not the obligation, to do, we must first (i) obtain stockholder approval to issue shares of Class A Common Stock in excess of the Exchange Cap under the Purchase Agreement in accordance with applicable Nasdaq rules and (ii) file with the SEC one or more additional registration statements to register under the Securities Act for the offer and resale by B. Riley Principal Capital II of any such additional shares of our Class A Common Stock we wish to sell from time to time under the Purchase Agreement, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our Class A Common Stock to B. Riley Principal Capital II under the Purchase Agreement. Any issuance and sale by us under the Purchase Agreement of a substantial amount of shares of Class A Common Stock in addition to the 9,500,000 shares of Class A Common Stock being registered for resale by B. Riley Principal Capital II under the registration statement that includes this prospectus could cause additional substantial dilution to our stockholders.

The number of shares of Class A Common Stock ultimately offered for resale by B. Riley Principal Capital II through this prospectus is dependent upon the number of shares of Class A Common Stock, if any, we elect to sell to B. Riley Principal Capital II under the Purchase Agreement from and after the Commencement Date. The issuance of our Class A Common Stock to B. Riley Principal Capital II pursuant to the Purchase Agreement will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted. Although the number of shares of our Class A Common Stock that our existing stockholders own will not decrease, the shares of our Class A Common Stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares of our Class A Common Stock after any such issuance.

On December 14, 18, 2023, the Merger was approved by the shareholders of Chavant, and on December 21, 2023, the previously announced transactions pursuant to the Business Combination Agreement were consummated.

1 unchanged paragraph

Committed Equity Facility

On March 18, 2024, we entered into a Purchase Agreement ("Purchase Agreement") and a related Registration Rights Agreement with B. Riley Principal Capital II ("B. Riley") which provides us the right, in our sole discretion, and subject to the satisfaction of the conditions set forth therein, to sell to B. Riley up to 9,500,000 newly issued shares of Class A Common Stock (subject to certain limitations) from time to time over a period of up to 36 months, unless the Purchase Agreement is earlier terminated (the "Committed Equity Facility"). Any sales of Class A Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at our option, and we are under no obligation to sell any securities to B. Riley. The per share purchase price that B. Riley will pay for shares of Class A Common Stock will be determined by reference to the volume weighted average price of the Class A Common Stock measured over the regular trading session or intraday period of the trading session on Nasdaq on the date of each purchase, in each case as defined in the Purchase Agreement.

As consideration for B. Riley's commitment to purchase shares of Class A Common Stock, we agreed to pay a cash commitment fee in the amount of $1,500,000. B. Riley will withhold 30% in cash from the total aggregate purchase price until B. Riley has received the entire cash commitment fee. If any portion of the commitment fee remains unpaid on the earlier of the termination of the agreement or December 15, 2024, then we must pay B. Riley the remainder of commitment fee in cash. We also agreed to reimburse B. Riley for reasonable legal fees and disbursements in an amount not to exceed $75,000 upon the execution of the Purchase Agreement and Registration Rights Agreement and $5,000 per fiscal quarter. We are also obligated to file a registration statement with the SEC to register under the Securities Act, the offer and resale by B. Riley of up to 9,500,000 shares of Class A Common Stock that we may elect to sell to B. Riley pursuant to the Purchase Agreement.

The amount and timing of the proceeds we may receive from the sale of shares of Class A Common Stock pursuant to the Purchase Agreement, if any, will depend on a number of factors, including the numbers of shares we may elect to sell, the timing of such sales, the future market price of the Class A Common stock and the payment of the cash commitment fee.

2 unchanged paragraphs

Risks Related to the Offering

• It is not possible to predict the actual number of shares we will sell under the Purchase Agreement to B. Riley Principal Capital II, or the actual gross proceeds resulting from those sales.

• Investors who buy shares at different times will likely pay different prices.

• Our management team will have broad discretion over the use of the net proceeds from the sale of shares of Common Stock to B. Riley Principal Capital II, if any.

28 unchanged paragraphs

• We are dependent upon our officers and directors, and their the loss of whom could adversely affect us.

26 unchanged paragraphs

The offering 19 changes

Up to 9,500,000 shares of Class A Common Stock which we may elect, in our sole discretion, to issue and sell to the Selling Stockholder under the Purchase Agreement, from time to time after the date of this prospectus and during the term of the Purchase Agreement.

Our Offering of Shares of Class A Common Stock offered by the Selling Stockholder

Up to 6,000,000 shares of Class A Common Stock issuable upon the exercise of the Public Warrants.

Shares of Class A Common Stock outstanding prior to this offering offered by the Selling Securityholders

Up to 24,507,435 shares of Class A Common Stock.

Warrants offered by the Selling Securityholders

Up to 3,000,000 Private Placement Warrants.

Class A Common Stock outstanding

1 unchanged paragraph

Shares of Class A Common Stock outstanding immediately after giving effect to the issuance of the shares registered hereunder 33,091,830 shares.

We will not receive any proceeds from the resale of shares of Class A Common Stock included in this prospectus by the Selling Stockholder. However, we may receive up to $100,000,000 in aggregate gross proceeds under the Purchase Agreement from sales of Class A Common Stock that we may elect to make to the Selling Stockholder pursuant to the Purchase Agreement, if any, from time to time in our sole discretion, from and after the Commencement Date.

Conflict of Interest

B. Riley Principal Capital II is an affiliate of B. Riley Securities, Inc. ("BRS"), a registered broker -dealer and FINRA member. BRS will act as an executing broker that will effectuate resales of our Class A Common Stock that have been and may be acquired by B. Riley Principal Capital II from us pursuant to the Purchase Agreement to the public in this offering.

Because B. Riley Principal Capital II will receive all the net proceeds from such resales of our Class A Common Stock made to the public through BRS, BRS is deemed to have a "conflict of interest" within the meaning of Financial Industry Regulatory Authority, Inc. ("FINRA") Rule 5121. Consequently, this offering will be conducted in compliance with the provisions of FINRA Rule 5121, which requires that a "qualified independent underwriter," as defined in FINRA Rule 5121, participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards of "due diligence" with respect thereto. Accordingly, we have engaged Seaport Global Securities LLC ("Seaport"), to be the qualified independent underwriter in this offering and, in such capacity, participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards of "due diligence" with respect thereto. B. Riley Principal Capital II has agreed to pay Seaport a cash fee of $50,000 upon the completion of this offering as consideration for its services and to reimburse Seaport up to $5,000 for expenses incurred in connection with acting as the qualified independent underwriter in this offering. In accordance with FINRA Rule 5110, such cash fee and expense reimbursement to be paid to Seaport for acting as the qualified independent underwriter in this offering are deemed to be underwriting compensation in connection with sales of our Class A Common Stock by B. Riley Principal Capital II to the public.

In accordance with FINRA Rule 5121, BRS is not permitted to sell shares of our Class A Common Stock in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder. See "Plan of Distribution (Conflict of Interest)."

Class B Common Stock outstanding

2,254,901 shares (as of March 28, 2024).

We will not receive any proceeds from the sale of the Class A Common Stock and Private Placement Warrants to be offered by the Selling Securityholders. Assuming the subsequent exercise of all of the Public Warrants for cash, we will receive an aggregate of approximately $34.7 million in gross proceeds from the exercise of the Public Warrants. However, no assurance can be given that the Public Warrants will ever be exercised, particularly to the extent the current market price for our Class A Common Stock continues to be significantly below the exercise price of the Public Warrants. We expect to use the net proceeds from the exercise of the Public Warrants, if any, for working capital and general corporate purposes. See "Use of Proceeds."

Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock -up periods. See "Securities Act Restrictions on Resale of Securities — Amended and Restated Registration Rights and Lock -up Agreement" for further discussion.

This offering involves the potential sale of up to 30,507,435 shares of Class A Common Stock, which represents approximately 129% of our total outstanding shares of Class A Common Stock as of March 28, 2024. In addition, this offering involves the potential sale of a significant number of shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants, the PIPE Warrants, the Class B Common Stock, options and shares of Class A Common Stock reserved for issuance as Make -Whole Shares and Earnout Shares and issuable upon settlement of RSUs. Once the registration statement of which this prospectus forms a part is effective and during such time as it remains effective, the Selling Securityholders will be permitted, subject to the lock -up restrictions described above, to sell the shares registered hereby. The resale, or expected or potential resale, of a substantial number of shares of our Class A Common Stock in the public market could adversely affect the market price for our Class A Common Stock and make it more difficult for our stockholders to sell their shares of Class A Common Stock at times and prices that they feel are appropriate.

9 unchanged paragraphs

Risk factors 21 changes

1 unchanged paragraph

Risks Related to the Offering

It is not possible to predict the actual number of shares we will sell under the Purchase Agreement to B. Riley Principal Capital II, or the actual gross proceeds resulting from those sales.

On March 18, 2024, we entered into the Purchase Agreement with B. Riley Principal Capital II, pursuant to which B. Riley Principal Capital II has committed to purchasing up to $100,000,000 of shares of the Class A Common Stock, subject to certain limitations and conditions set forth in the Purchase Agreement. The shares of the Class A Common Stock that may be issued under the Purchase Agreement may be sold by us to B. Riley Principal Capital II at our discretion from time to time for a period of up to 36 months, unless the Purchase Agreement is earlier terminated, beginning on the Commencement Date.

We generally have the right to control the timing and amount of any sales of the shares of Class A Common Stock to B. Riley Principal Capital II under the Purchase Agreement. Sales of the Class A Common Stock, if any, to B. Riley Principal Capital II under the Purchase Agreement will depend upon market conditions and other factors to be determined by our company. We may ultimately decide to sell to B. Riley Principal Capital II all, some, or none of the shares of the Class A Common Stock that may be available for us to sell to B. Riley Principal Capital II pursuant to the Purchase Agreement.

Because the per -share purchase price that B. Riley Principal Capital II will pay for Purchase Shares in any Market Open Purchase or Intraday Purchase that we may elect to effect pursuant to the Purchase Agreement will be determined by reference to the VWAP during the applicable Market Open Purchase Valuation Period or Intraday Purchase Valuation Period, respectively, on the applicable Purchase Date for such Market Open Purchase or Intraday Purchase, as of the date of this prospectus, it is not possible for us to predict the number of shares of Class A Common Stock that we will sell to B. Riley Principal Capital II under the Purchase Agreement, the purchase price per share that B. Riley Principal Capital II will pay for shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by B. Riley Principal Capital II under the Purchase Agreement.

Although the Purchase Agreement provides that we may sell up to an aggregate of $100,000,000 of the Class A Common Stock to B. Riley Principal Capital II, only 9,500,000 shares of the Class A Common Stock are being registered under the Securities Act for resale by B. Riley Principal Capital II under the registration statement that includes this prospectus. If it becomes necessary for us to issue and sell to B. Riley Principal Capital II under the Purchase Agreement more than the 9,500,000 Purchase Shares being registered under the Securities Act for resale by B. Riley Principal Capital II under the registration statement that includes this prospectus in order to receive aggregate gross proceeds equal to $100,000,000 under the Purchase Agreement, we must first (i) obtain stockholder approval to issue shares of Common Stock in excess of the Exchange Cap under the Purchase Agreement in accordance with applicable Nasdaq rules and (ii) file with the SEC one or more additional registration statements to register under the Securities Act the resale by B. Riley Principal Capital II of any such additional shares of the Class A Common Stock we wish to sell from time to time under the Purchase Agreement, which the SEC must declare effective, in each case before we may elect to sell any additional shares of the Class A Common Stock to B. Riley Principal Capital II under the Purchase Agreement. Any issuance and sale by us under the Purchase Agreement of a substantial amount of shares of Class A Common Stock in addition to the 9,500,000 shares of Class A Common Stock being registered for resale by B. Riley Principal Capital II under this prospectus could cause additional substantial dilution to our stockholders. The number of shares of the Class A Common Stock ultimately offered for sale by B. Riley Principal Capital II is dependent upon the number of shares of Common Stock, if any, we ultimately elect to sell to B. Riley Principal Capital II under the Purchase Agreement.

Investors who buy shares at different times will likely pay different prices.

Pursuant to the Purchase Agreement, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to B. Riley Principal Capital II. If and when we elect to sell shares of the Class A Common Stock to B. Riley Principal Capital II pursuant to the Purchase Agreement, after B. Riley Principal Capital II has acquired such shares, it may resell all, some, or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from B. Riley Principal Capital II in this offering at different times will likely pay different prices for those shares and may experience different levels of dilution, and in some cases substantial dilution, and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from B. Riley Principal Capital II in this offering as a result of future sales made by us to B. Riley Principal Capital II at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to B. Riley Principal Capital II under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with B. Riley Principal Capital II may make it more difficult for us to sell equity or equity -related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

Mobix Labs' management team will have broad discretion over the use of the net proceeds from Mobix Labs' sale of shares of Common Stock to B. Riley Principal Capital II, if any.

Our management team will have broad discretion regarding the utilization of the net proceeds from the sale of shares of Class A Common Stock to B. Riley Principal Capital II, if any, and we could allocate such proceeds for purposes other than those initially contemplated at the time of this offering's commencement. Consequently, investors will depend on the judgment of our management team concerning the allocation of these net proceeds, without the opportunity to evaluate whether they are being utilized appropriately as part of their investment decision. The ineffective utilization of such funds by our management team could potentially result in significant adverse effects on our business, financial condition, operating results, and cash flows.

Risks Related to Mobix Labs' Business and Industry

17 unchanged paragraphs

• maintain and enhance the security of our IT system; systems;

13 unchanged paragraphs

In the future, we will require additional capital to respond to technological advancements, competitive dynamics, customer demands, business opportunities, challenges, acquisitions, or unforeseen circumstances. We may determine to engage in equity or debt financings or enter into credit facilities for other reasons. In order to further business relationships with current or potential customers or partners, we may issue equity or equity -linked securities to such current or potential customers or partners. For instance, we entered into the Purchase Agreement with B. Riley, Principal Capital II, pursuant to which B. Riley Principal Capital II committed to purchase up to $100,000,000 of shares of our Class A Common Stock, subject to certain limitations and conditions set forth in the Purchase Agreement. See "Risk Factors — Risks Related to the Offering." We may not be able to timely secure additional debt or equity financing on favorable terms, or at all. If we raise additional funds through the issuance of equity or convertible debt or other equity -linked securities, our existing stockholders could experience significant dilution. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.

2 unchanged paragraphs

Identifying suitable acquisition candidates can be difficult, time -consuming , and costly, and we may not be able to identify suitable candidates or successfully complete identified acquisitions. In addition, completing an acquisition can could divert our management and key personnel from our business operations, which could harm the business and affect financial results. Even if we complete an acquisition, we may not be able to successfully integrate newly acquired organizations, products, technologies, or employees into our operations or may not fully realize some of the expected synergies. An acquired company may have deficiencies in product quality, regulatory marketing authorizations or certifications, or intellectual property protections, which are not detected during due diligence activities or which are unasserted at the time of acquisition. It may be difficult, expensive, and time -consuming for us to re -establish market access, regulatory compliance, or cure such deficiencies in product quality or intellectual property protection in such cases, which may have a material adverse impact on our business, financial condition, or results of operations.

71 unchanged paragraphs

As a public company, we will be required, pursuant to Section 404 of the Sarbanes -Oxley Act, to furnish a report by management on, among other things, the effectiveness of its internal control over financial reporting. our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting until after we are no longer an "emerging growth company," as defined in the JOBS Act, or a "smaller reporting company," as defined in Item 10(f)(1) of Regulation S -K . We may not be able to conclude on an ongoing basis that it has we have effective internal control over financial reporting, in which case our independent registered public accounting firm could not issue an unqualified opinion related to the effectiveness of our internal control over financial reporting. If we are unable to conclude that it has we have effective internal control over financial reporting and our independent registered public accounting firm is unable to issue an unqualified opinion related to the effectiveness of our internal control over financial reporting, investors could lose confidence in our reported financial information, which could have a material adverse effect on the trading price of our Class A Common Stock.

7 unchanged paragraphs

We are dependent upon our officers and directors, and their the loss of whom could adversely affect our ability to operate.

66 unchanged paragraphs

Sales of a substantial number of shares of our Class A Common Stock in the public market, including any future sales of our Class A Common Stock pursuant to this prospectus or the Committed Equity Facility, or the perception that such sales could occur, could adversely affect the market price of our Class A Common Stock and may make it more difficult for investors to sell their shares of our Class A Common Stock at a time and price that investors deem appropriate.

In addition to this prospectus, pursuant to the Amended and Registration Rights and Lock -Up Agreement, we intend to file a registration statement on Form S -1 under the Securities Act to register for resale shares of Class A Common Stock, including shares issued, or issuable, to Chavant Capital Partners LLC (the "Sponsor"), Roth Capital Partners, LLC and Craig -Hallum Capital Group LLC (the "Representatives") and their designees, certain equityholders of Chavant (collectively with the Sponsor, the "Founder Equityholders") and certain equityholders of Mobix Labs (the "Legacy Mobix Holders" and, together with the Founder Equityholders and certain other holders, the "Holders"), 12,295,020 shares underlying warrants, and 3,506,767 shares of Class A Common Stock, issued, or issuable, to certain holders who purchased shares in connection with the Closing and to certain of Chavant's advisors. At any time after the expiration of a lock -up period applicable to certain shares held by the parties to the Amended and Restated Registration Rights and Lock -up Agreement and the other subscription agreements entered into in connection with the Closing, such stockholders will be able to sell such shares pursuant to the resale registration statement. this prospectus. Sales of our Class A Common Stock as restrictions end or pursuant to registration rights may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales also could cause the trading price of our Class A Common Stock to fall and make it more difficult for you to sell shares of Class A Common Stock at a time and price that you deem appropriate. Prior to the expiration or termination of the applicable provisions of the Amended and Restated Registration Rights and Lock -Up Agreement, the subject shares will be restricted from resale, which may reduce the public "float" of our Class A Common Stock, possibly making it difficult to maintain or obtain the quotation, listing or trading of our Class A Common Stock on a national securities exchange, and possibly having the effect of reducing the trading market for shares of our Class A Common Stock, which could adversely affect the price of shares of our Class A Common Stock.

Further, we have filed a resale registration statement covering the resale by B. Riley of shares of our Class A Common Stock that we may issue to B. Riley from time to time during the term of the Committed Equity Facility. The purchase price for the shares that we may sell to B. Riley in the Committed Equity Facility will fluctuate based on the price of our Class A Common Stock. Depending on market liquidity at the time, sales of such shares may cause the trading price of our Class A Common Stock to fall. If and when we do sell shares to B. Riley, after B. Riley has acquired the shares, B. Riley may resell all, some, or none of those shares at any time or from time to time in its discretion. Therefore, sales to B. Riley by us could result in substantial dilution to the interests of other holders of our Class A Common Stock. Additionally, the sale of a substantial number of shares of our Class A Common Stock to B. Riley, or the anticipation of such sales, could make it more difficult for us to sell equity or equity -related securities in the future at a time and at a price that we might otherwise wish to effect sales.

3 unchanged paragraphs

As of December 31, 2023, March 28, 2024, we have had warrants outstanding which are exercisable to purchase an aggregate of 12,295,020 shares of Class A Common Stock for prices ranging from $0.01 to $5.79 per share (subject to adjustments as set forth in the applicable warrants). To the extent such warrants are exercised, additional shares of Class A Common Stock will be issued, which will result in dilution to the holders of Class A Common Stock and will increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of Class A Common Stock.

5 unchanged paragraphs

The warrant agreement entered into by Chavant and Continental Stock Transfer, dated July 19, 2021, as amended on December 21, 2023 (as amended, the "Warrant Agreement"), provides that any dispute, controversy, or claim, whether in contract or tort, arising or relating to the Warrant Agreement or the enforcement, breach, termination, or validity thereof, shall be submitted to final and binding arbitration in Orange County, California, before one neutral and impartial arbitrator, in accordance with the laws of the state of New York. As a result, warrant holders will not be able to pursue litigation in federal or state court against us, and instead, will be required to pursue such claims through a final and binding arbitration proceeding.

30 unchanged paragraphs

Use of proceeds 7 changes

All of the shares of Class A Common Stock offered by the Selling Stockholder pursuant to this prospectus will be sold by the Selling Stockholder for its account. We will not receive any proceeds from the resale of shares of Class A Common Stock included in this prospectus by the Selling Stockholder. However, we may receive up to $100,000,000 in aggregate gross proceeds under the Purchase Agreement from sales of Class A Common Stock that we may elect to make to the Selling Stockholder pursuant to the Purchase Agreement, if any, from time to time in our sole discretion, from and after the Commencement Date. The net proceeds from sales, if any, under the Purchase Agreement, will depend on the frequency and prices at which we sell our Class A Common Stock to B. Riley Principal Capital II after the date of this prospectus.

We expect that any proceeds received by us from sales to B. Riley Principal Capital II pursuant to the Purchase Agreement will be used for working capital and general corporate purposes. As of the date of this prospectus, we cannot specify with certainty all of the particular uses, and the respective amounts we may allocate to those uses, for any net proceeds we receive. Accordingly, we will retain broad discretion over the use of these proceeds.

We have engaged Seaport, a registered broker -dealer and FINRA member, to act as a qualified independent underwriter in this offering and, in such capacity, participate in the preparation of the registration statement that includes this prospectus and exercise the usual standards of "due diligence" with respect thereto. B. Riley Principal Capital II has agreed to pay Seaport a cash fee of $50,000 upon the completion of this offering as consideration for its services and to reimburse Seaport up to $5,000 for expenses incurred in connection with acting as the qualified independent underwriter in this offering. In accordance with FINRA Rule 5110, such cash fee and expense reimbursement to be paid to Seaport for acting as the qualified independent underwriter in this offering are deemed to be underwriting compensation in connection with sales of our Class A Common Stock by B. Riley Principal Capital II to the public.

All of the shares of Class A Common Stock and Private Placement Warrants offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from these sales.

The Selling Securityholders will pay any underwriting fees, discounts, selling commissions, stock transfer taxes and certain legal expenses incurred by such Selling Securityholders in disposing of their shares of Class A Common Stock and Private Placement Warrants, and we will bear all other costs, fees and expenses incurred in effecting the registration of such securities covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our independent registered public accountants.

Assuming the subsequent exercise of all of the Public Warrants for cash, we will receive an aggregate of approximately $34.7 million in gross proceeds from the exercise of the Public Warrants. However, no assurance can be given that the Public Warrants will ever be exercised, particularly to the extent the current market price for our Class A Common Stock continues to be significantly below the exercise price of the Public Warrants. To the extent that the Public Warrants are exercised on a "cashless basis," the amount of cash we would receive from the exercise of the Public Warrants will decrease.

We expect to use the net proceeds from the exercise of the Public Warrants, if any, for working capital and general corporate purposes. We will have broad discretion over the use of any proceeds from the exercise of the Public Warrants.

Market price of the class a common stock and dividends 1 change

2 unchanged paragraphs

On March 28, April 11, 2024, the last sale price of the Class A Common Stock and the Public Warrants as reported on Nasdaq were $2.01 $2.12 per share and $0.21 per warrant, respectively.

2 unchanged paragraphs

Unaudited pro forma condensed combined financial statements 169 changes

7 unchanged paragraphs

October 1, 2023 to December 18,

5 unchanged paragraphs

make-whole liability

Change in fair value of PIPE make-whole liability

Change in fair value of private warrants

1 unchanged paragraph

Income (loss) before income taxes

1 unchanged paragraph

Net income per common share, basic

Net income per common share, diluted

9 unchanged paragraphs

Income (loss) before income taxes

1 unchanged paragraph

Net loss and comprehensive loss

25 unchanged paragraphs

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MOBIX LABS

The following discussion of our financial condition and results of operations should be read in conjunction with the audited and unaudited financial statements and the related notes thereto included in this prospectus. Certain information included in this discussion contains forward -looking statements that involve numerous risks and uncertainties. Our actual results may differ materially from those projected or implied by the forward -looking statements. Forward -looking statements are based on current expectations and assumptions and currently available data and are neither predictions nor guarantees of future events or performance. You should not place undue reliance on forward -looking statements, which speak only as of the date hereof. See the sections titled "Risk Factors" and "Cautionary Note Regarding Forward -Looking Statements" for a discussion of factors that could cause our actual results to differ from those expressed or implied by forward -looking statements.

Based in Irvine, California, we are a fabless semiconductor company developing disruptive wireless mmWave 5G and C -Band wireless solutions and delivering connectivity and electromagnetic filtering products for next generation communications systems supporting the aerospace, military, defense, medical and other markets requiring HiRel and HiRel products. To enhance our product portfolio we also intend to pursue acquisitions of companies with existing revenue which can be scaled, and which possess technologies that accelerate the speed, accessibility, and efficiency of disruptive or more efficient communications solutions, and which will also allow us to expand into strategically aligned industries. Our wireless mmWave 5G integrated circuits currently in development are designed to deliver significant advantages in performance, efficiency, size, and cost. Our True Xero AOC, which have been in production for several years and were acquired in the Cosemi acquisition, are designed to meet customer needs for high -quality active optical cable solutions at an affordable price. Our electromagnetic interference ("EMI") filtering products, which were acquired in the EMI Solutions acquisition, are designed for, and are currently used in aerospace, military, defense and medical applications. These innovative technologies are designed for large and rapidly growing markets where there are increasing demands for higher performance communication and filtering systems which utilize an expanding mix of both wireless and connectivity technologies.

On December 21, 2023, we consummated the Merger pursuant to the Business Combination Agreement.

We were founded with the goal of simplifying the development and maximizing the performance of wireless mmWave wireless 5G products by designing and developing high performance, cost -effective , and ultra -compact semiconductor components and solutions used for signal processing applications in wireless products. Since our inception, our corporate strategy has evolved to encompass the pursuit of acquisitions in diverse industry sectors, including aerospace, military, defense, medical and HiRel technology, as part of our commitment to enhancing communication services. We have developed and/or acquired an extensive intellectual property portfolio comprised of patents and trade secrets that are critical to commercializing our communication products and communications technologies. In leveraging our proprietary technology, we aim to scale the growth of our product revenue for our integrated circuits and components by serving large and rapidly growing markets where we believe there are increasing demands for higher performance communication technologies, including both wireless and connectivity systems. We are actively pursuing customer engagements with manufacturers of wireless communications, aerospace, military, defense, medical and HiRel products.

In 2021, we completed the acquisition of substantially all of the assets including intellectual property of Cosemi, an Irvine, California -based global supplier of high -speed connectivity solutions. Cosemi's intellectual property portfolio included a broad range of AOCs and optical engines that deliver optimal connectivity to a wide range of applications, including home entertainment, gaming, augmented reality and virtual reality, video conferencing, medical, mobile devices and monitors, among others. The acquisition of Cosemi built the foundation for our current connectivity business. We believe the patented cable technology and AOC optical chip solutions from Cosemi along with our innovative wireless semiconductor technologies provide more opportunities in the wireless C -Band and mmWave 5G market as the need for faster, more reliable data transmission becomes ever more apparent, whether it is for the data center, infrastructure, home entertainment or consumer electronics market.

Committed Equity Facility

On March 18, 2024, we entered into the Purchase Agreement and Registration Rights Agreement with the Selling Stockholder. Pursuant to the Purchase Agreement, subject to the satisfaction of the conditions set forth therein, we will have the right, but not the obligation, to sell to B. Riley up to $100,000,000 of newly issued shares of our Class A Common Stock (subject to certain conditions and limitations contained in the Purchase Agreement), from time to time during the term of the Purchase Agreement. See "Committed Equity Facility" for more information.

We accounted for the Merger as a reverse recapitalization. Under this method of accounting, Chavant is treated as the "acquired" company for financial reporting purposes. This determination was primarily based on holders of Legacy Mobix capital stock comprising a majority of the voting power of our common stock upon consummation of the Merger and having the ability to nominate the majority of our Board, Legacy Mobix's senior management comprising our senior management, and Legacy Mobix's operations comprising our ongoing operations. Accordingly, for accounting purposes, our financial statements represent a continuation of the financial statements of Legacy Mobix with the Merger being treated as the equivalent of Legacy Mobix issuing shares for the net assets of Chavant, accompanied by a recapitalization. We recognized the net assets of Chavant as of the Closing at historical cost, with no goodwill or other intangible assets recorded. Our operations prior to the Merger are presented as those of Legacy Mobix and the accumulated deficit of Legacy Mobix has been carried forward after Closing. All issued and outstanding securities of Chavant at the time of the Closing were treated as issuances of securities by us upon the consummation of the Merger.

As a result of the Merger, we raised gross proceeds of $21,014, including the contribution of $1,264 of cash held in Chavant's trust account (the "Trust Account") and the $19,750 private investment in public equity ("PIPE") at $10.00 per share of Class A Common Stock. Our Class A Common Stock and Public Warrants began trading on The Nasdaq Stock Market LLC under the symbols "MOBX" and "MOBXW", respectively, on December 22, 2023.

Acquisition of EMI Solutions, Inc.

On December 18, 2023, we completed the acquisition of EMI Solutions when we acquired all of the issued and outstanding common shares of EMI Solutions. EMI Solutions is a manufacturer of electromagnetic interference filtering products for aerospace, military, defense and medical applications. We expect the acquisition of EMI Solutions to complement our existing product offerings, expands our customer base and allows us to deliver solutions that address a wider variety of applications and markets. Consideration for the acquisition of EMI Solutions consisted of 964,912 shares of Legacy Mobix common stock and $2,200 in cash. We valued the common stock at $8,856, based on the fair value of the Legacy Mobix common stock at the time of the acquisition. Additional details of our accounting for our acquisition of EMI Solutions are included in the notes to our unaudited condensed consolidated financial statements included elsewhere in this prospectus.

To address our capital limitations and focus our use of cash on the completion of the Merger, which closed on December 21, 2023, and our acquisition of EMI Solutions, which closed on December 18, 2023, we reduced our headcount and temporarily furloughed approximately half of our employees on an unpaid basis since the beginning of the fourth quarter of fiscal year 2023. We also reduced our use of outside services and other costs and deferred discretionary expenditures. As a result of these actions, we reduced our operating expenses — except for stock -based compensation expense — for the three months ended December 31, 2023 compared to our actual expenses for the three months ended September 30, 2023. In January 2024, we permanently reduced our headcount by approximately 35%, consisting of employees previously placed on temporary furlough.

Financing Activities

During the three months ended December 31, 2023, we had additional financing activity, principally consisting of the issuance of promissory notes, convertible notes and Legacy Mobix common stock. See "Liquidity and Capital Resources," below, and our unaudited condensed consolidated financial statements for further details.

COVID-19 Pandemic, Supply Chain Disruptions and Impact of Inflation

The COVID -19 pandemic has caused, and may continue to cause, a disruption and restrictions on our ability to travel, temporary closures of our office buildings and the facilities of our customers or suppliers, cancellations or modification of events, and disruptions at our manufacturers and suppliers located in Vietnam, Taiwan and China, including the COVID -19 lockdown in Shanghai in the first half of 2022 that led to substantial delays in our supply chain in China. We have experienced delays in shipments and product launches that have negatively impacted our sales and operating results relating to our connectivity business, and any future delays, due to pandemics or otherwise, could have a materially negative effect in the future. We also experienced a decline in revenue for the year ended September 30, 2023 due to a decrease in product sales resulting from supply chain constraints that limited our ability to meet demand from our largest customer. In addition, the COVID -19 lockdown in Vietnam triggered operational and solvency challenges for our Vietnamese manufacturer beginning in the first half of calendar year 2023. In response, we transitioned to higher cost manufacturers in Taiwan in July 2023 to ramp up production. However, this shift has resulted, and will continue to result in, lower margins than expected.

To help mitigate the COVID -19 related disruptions at our contract manufacturers and suppliers where we experienced a delay in our supply chain to support our orders, we used higher cost shipping and manufacturing alternatives. Additional COVID -19 disruptions limited our supply availability forcing us to move to less cost -effective components and materials. The higher cost shipping and manufacturing alternatives and components and materials resulting from supply chain disruptions negatively impacted our gross margin more than we anticipated in our outlook for our business. These constraints continue to exist and are expected to continue to materially impact our gross margin percentage. We are continuing to implement operational measures to minimize the turnaround time in fulfilling our orders. We are also currently designing and plan to introduce lower cost products as alternatives with more competitively priced components, aiming to maintain performance standards. However, there can be no assurance that these efforts will be sufficient to offset the negative impact of supply chain disruptions on our gross margin and net income (loss).

In addition to general levels of inflation that we have experienced, we are also subject to risk of specific inflationary pressures due to the expected continuing impacts of the COVID -19 pandemic and related global supply chain disruptions, including increases in commodity prices for materials and components and shipping costs that have had a negative impact on our gross margin. If inflation remains high or increases, our gross margin and results of operations will be further negatively impacted. To mitigate the effect of inflation, as described above, we are designing and plan to introduce lower cost products as alternatives with more competitively priced components, aiming to maintain performance standards. In addition, we have qualified another Taiwanese manufacturer for our connectivity products to foster competition among our manufacturers. However, there can be no assurance that these efforts will be sufficient to offset the negative impact of inflation on our gross margin and net loss.

Results of Operations

Comparison of the Three Months Ended December 31, 2023 and December 31, 2022 (dollars in thousands) Three months ended December 31, Change 2023 2022 $ % Net revenue Product sales $ $ (394 ) (58 )% Costs and expenses Cost of revenue (365 ) (53 )% Research and development 1,562 3,417 (1,855 ) (54 )% Selling, general and administrative 15,663 5,794 9,869 % Loss from operations (17,269 ) (9,226 ) (8,043 ) % Interest expense % Change in fair value of earnout liability (24,764 ) — (24,764 ) nm Change in fair value of PIPE make-whole liability 2,904 — 2,904 nm Change in fair value of Private Placement Warrants — nm Change in fair value of SAFEs (40 ) (80 )% Merger-related transaction costs expensed 4,009 — 4,009 nm Income (loss) before income taxes (345 ) (9,359 ) 9,014 (96 )% Provision (benefit) for income taxes (1,280 ) (1,311 ) nm Net income (loss) and comprehensive income (loss) $ $ (9,390 ) $ 10,325 (110 )% ____________ "nm" indicates amount is not meaningful.

We derive our net revenues primarily from product sales to equipment manufacturers. We recognize product revenue when we satisfy performance obligations under the terms of our contracts and upon transfer of control when title transfers (either upon shipment to or receipt by the customer, as determined by the contractual shipping terms of the contract), net of accruals for estimated sales returns and allowances (which were not material for the three months ended December 31, 2023 and 2022). Sales and other taxes we collect, if any, are excluded from net revenue.

Our revenues fluctuate based on a variety of factors, including the timing of the receipt of orders from our customers, product mix, competitor price offerings, global economic conditions, and other factors.

Our net revenues were $285 for the three months ended December 31, 2023 compared to $679 for the three months ended December 31, 2022, a decrease of $394 or 58%. The change principally reflects a $462 decrease in sales of our connectivity products, driven by reduced demand from our largest customer during the three months ended December 31, 2023. The decrease in net revenues from our connectivity products was partially offset by net revenues of $68 from EMI Solutions, which we acquired on December 18, 2023.

Cost of revenue includes costs of materials, contract manufacturing services for the assembly, testing and shipping products, inbound freight, amortization of acquired developed technology, inventory obsolescence charges and other product -related costs. Cost of revenue also includes employee compensation and benefits (including stock -based compensation) of employees engaged in the sourcing of products, facility costs and depreciation.

Cost of revenue was $329 for the three months ended December 31, 2023 compared to $694 for the three months ended December 31, 2022, a decrease of $365 or 53%. The change principally reflects a $413 decrease in cost of revenues for our connectivity products, driven by the decrease in sales volumes noted above. The decrease in cost of revenue for our connectivity products was partially offset by a $48 increase in cost of revenues from EMI Solutions.

Research and Development Expenses

Research and development expenses represent costs of our product design and development activities, including employee compensation and benefits (including stock -based compensation), outside services, design tools, supplies, facility costs, depreciation and amortization of acquired developed technology. We expense all research and development costs as incurred.

Research and development expenses were $1,562 for the three months ended December 31, 2023 compared to $3,417 for the three months ended December 31, 2022, a decrease of $1,855 or 54%. The decrease principally reflects lower employee compensation and benefits and lower costs for outside services resulting from the cost reduction actions we initiated during the fourth quarter of our fiscal year ended September 30, 2023.

Selling, General and Administrative Expenses

Selling, general and administrative expenses primarily include employee compensation and benefits (including stock -based compensation) of executive and administrative staff including human resources, accounting, information technology, sales and marketing, outside professional and legal fees, insurance, advertising and promotional programs, travel and entertainment, and facility costs.

Selling, general and administrative expenses were $15,663 for the three months ended December 31, 2023 compared to $5,794 for the three months ended December 31, 2022, an increase of $9,869 or 170%. The increase principally reflects an $8,901 increase in stock -based compensation expense and increased costs for outside services, which were partly offset by lower employee compensation and benefits which resulted from the cost reduction actions we initiated during the fourth quarter of our fiscal year ended September 30, 2023. The increase in stock -based compensation expense related to certain awards whose vesting is contingent on both the completion of the Merger and the satisfaction of a service condition. Prior to the Merger, we did not recognize any expense for these awards because completion of the Merger and vesting of the awards was not probable. Upon completion of the Merger, we concluded that the vesting of these awards was probable, and we recognized stock -based compensation expense of $10,858 for the portion of the service period that had elapsed from the date of the awards through December 31, 2023. We will recognize the remaining $41,642 cost of these awards ratably over the period through their vesting dates, which extend to December 2027.

Interest expense consists of cash and non -cash interest related to our related and unrelated party promissory notes, notes payable and convertible notes.

Interest expense was $857 for the three months ended December 31, 2023 compared to $83 for the three months ended December 31, 2022, an increase of $774. The increase principally reflects costs of $729K for the three months ended December 31, 2023 representing the value of warrants to purchase shares of our common stock that we issued in connection with borrowings we made during the period.

Change in Fair Value of Earn-Out Liability

In connection with the Merger, certain Legacy Mobix stockholders and certain holders of Legacy Mobix stock options will be entitled to receive an additional aggregate 3,500,000 shares of our Class A Common Stock based on the achievement of trading price targets following the Closing over a seven -year earnout period. We account for the earn -out shares as liability classified instruments because the events that determine the number of earn -out shares to which the earnout recipients will be entitled include events that are not solely indexed to our common stock and we remeasure the earn -out liability to its estimated fair value at the end of each reporting period. Additional information relating to the earn -out liability can be found in Note 3 of the notes to our unaudited condensed consolidated financial statements included herein.

We estimated the fair value the earn -out liability as of closing of the Merger at $33,559. As of December 31, 2023, none of the conditions for the issuance of any Earn -Out Shares had been achieved and we adjusted the carrying amount of the earn -out liability to its estimated fair value of $8,795. This decrease in the liability resulted in a non -cash gain of $24,764, principally due to the decrease in price of our Class A Common Stock between the Closing and December 31, 2023.

The fair value of the earn -out liability is based on a number of factors, including changes in the market price of our Class A Common Stock. We have experienced significant fluctuations in the market price of our Class A Common Stock in the period subsequent to the Closing, and may experience significant fluctuations in the future. Such price fluctuations will increase or decrease the value of the earn -out liability, and we will recognize corresponding losses or gains in our statements of operations and comprehensive income (loss), the amounts of which may be substantial.

Change in Fair Value of PIPE Make-Whole Liability

In connection with the Merger, we agreed to issue additional shares of our Class A Common Stock to the holders of 2,254,737 shares of our Class A Common Stock in the event that the volume -weighted average price per share of our Class A Common Stock during a specified period is less than $10.00 per share. In such a case, we would be obligated to issue up to 1,052,030 additional shares of our Class A Common Stock. We account for the make -whole shares as liability classified instruments because the events that determine the number of make -whole shares we will be obligated to issue are not solely indexed to our common stock and we remeasure the PIPE make -whole liability to its estimated fair value at the end of each reporting period. Additional information relating to the PIPE make -whole liability can be found in Note 3 of the notes to our unaudited condensed consolidated financial statements included in this prospectus.

We estimated the fair value the PIPE make -whole liability as of closing of the Merger at $2,071. As of December 31, 2023, the PIPE make -whole liability had not been settled and we adjusted the carrying amount of the make -whole liability to its estimated fair value of $4,975. This increase in the liability resulted in a non -cash loss of $2,904, principally due to the decrease in the price of our Class A Common Stock price between the Closing and December 31, 2023.

Future fluctuations in the market price of our Class A Common Stock will increase or decrease the value of the PIPE make -whole liability, and we will recognize corresponding losses or gains in our statements of operations and comprehensive income (loss), the amounts of which may be substantial.

Change in Fair Value Private Placement Warrants

In connection with the Merger, we assumed 3,000,000 warrants originally issued by Chavant (the "Private Placement Warrants"). Each warrant, as adjusted, entitles the holder to purchase one share of our Class A Common Stock at a price of $5.79 per share. The Private Placement Warrants are exercisable at any time commencing thirty days after the completion of the Merger and terminating five years after the completion of the Merger.

We concluded that the Private Placement Warrants do not meet the derivative scope exception because they contain provisions that affect the settlement amounts dependent upon the characteristics of the holder of the warrant, which is not an input into the pricing of a fixed -for-fixed option on equity shares. Therefore, the Private Placement Warrants are not considered indexed to our stock and must be classified as a liability. At the time of Closing, we estimated the aggregate fair value of the Private Placement Warrants and recognized a liability of $150. As of December 31, 2023, the Private Placement Warrants remained outstanding and we adjusted the carrying amount of the liability to its estimated fair value of $210. This increase in the fair value of the liability resulted in a non -cash loss of $60. Future fluctuations in the market price of our Class A Common Stock and other factors may increase or decrease the value of the Private Placement Warrants and we may be required to recognize similar losses or gains, the amounts of which may be substantial.

Change in Fair Value of SAFEs

We evaluated the SAFEs and concluded that the SAFEs are classified as liabilities in the condensed consolidated balance sheets. The SAFEs are initially recorded at their fair value and remeasured to fair value at each reporting date. We estimated the fair value of the SAFEs immediately prior to the Merger was $1,522 and for the three months ended December 31, 2023 we recognized a $10 loss for the increase in fair value of the SAFEs. In connection with the Merger, all of the outstanding SAFEs, representing an original purchase amount of $1,000, were converted into shares of our Class A Common Stock and the $1,522 fair value of the SAFEs was credited to equity, with no further gain or loss recognized. For the three months ended December 31, 2022, the estimated fair value of the SAFEs increased by $50, and we recognized a $50 loss. As of December 31 2023, no SAFEs remain outstanding.

Provision (Benefit) for Income Taxes

We account for income taxes using the asset and liability method whereby deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the results of operations in the period the new laws are enacted. We record a valuation allowance to reduce the carrying amounts of our deferred tax assets unless it is more likely than not that such assets will be realized.

For the three months ended December 31, 2023 we recognized an income tax benefit of $1,280 compared to a provision for income taxes of $31 for the three months ended December 31, 2022. In connection with our acquisition of EMI Solutions, we recognized an additional deferred tax liability of $1,386 associated with acquired intangible assets. Based on the availability of these tax attributes, we determined that we expect to realize a greater portion of our existing deferred tax assets and for the three months ended December 31, 2023 we recognized an income tax benefit of $1,280 for the resulting reduction in the valuation allowance on our deferred tax assets. For the three months ended December 31, 2022, we did not recognize any tax benefit related to our pretax book loss of $9,359 principally because we did not expect that the deferred tax asset arising from our net operating losses would be realized in the future.

Comparison of the Year Ended September 30, 2023, and 2022 (in thousands) Y ear Ended September 30, Change 2023 2022 $ % Net revenue Product sales $ 1,224 $ 2,859 $ (1,635 ) (57 )% License revenue — (450 ) (100 )% Total net revenue 1,224 3,309 (2,085 ) (63 )% Cost and expenses Cost of revenue 1,620 2,852 (1,232 ) (43 )% Research and development 11,044 12,193 (1,149 ) (9 )% Selling, general and administrative 24,104 11,978 12,126 % Loss from operations (35,544 ) (23,714 ) (11,830 ) % Interest expense 3,355 3,012 % Change in fair value of SAFEs % Loss before income taxes (39,554 ) (24,140 ) (15,414 ) % Provision (benefit) for income taxes (273 ) (107 )% Net loss and comprehensive loss $ (39,621 ) $ (23,867 ) $ (15,705 ) % Net Revenue Total net revenue for the year ended September 30, 2023 was $1.2 million compared to $3.3 million for the year ended September 30, 2022, a decrease of $2.1 million, or 63%. The decrease in product sales resulted from supply chain constraints, including our capital liquidity constraints in our ability to prepay our suppliers as part of obtaining our inventory, that limited our ability to meet demand from our largest customer for the year ended September 30, 2023, relative to the year ended September 30, 2022. We are continuing to implement operational measures to minimize the turnaround time in fulfilling our orders.

During the year ended September 30, 2022, we granted a customer a perpetual, non -exclusive license to use certain of our patents and developed technology totaling $0.5 million in license revenue. No similar activity was recorded for the year ended September 30, 2023.

Cost of revenue for the year ended September 30, 2023, was $1.6 million, compared to $2.9 million for the year ended September 30, 2022, a decrease of $1.3 million, or 43%. Cost of revenue decreased primarily due to the decrease in net revenues for the year ended September 30, 2023, relative to the year ended September 30, 2022. In addition, we incur certain fixed costs such as amortization of intangible assets and occupancy costs. These fixed costs result in additional reductions in our margin as a percentage of our net revenue, when a decline in net revenue exists.

Research and Development Expense

Research and development expense for the year ended September 30, 2023, was $11.0 million compared to $12.2 million for the year ended September 30, 2022, a decrease of $1.2 million, or 9%. The decrease was primarily driven by (i) a decrease in spending driven by the lack of working capital, (ii) lower salaries and benefits, (iii) lower outside research and development costs and lower costs of research and development tapeouts, and (iv) lower allocated occupancy and related costs. These decreases were partially offset by an increase in stock -based compensation expense. We expect research and development expense to increase as we grow the infrastructure needed to accomplish our expansion and introduce new products.

Selling, General and Administrative Expense

Selling, general and administrative expense for the year ended September 30, 2023, was $24.1 million compared to the $12.0 million for the year ended September 30, 2022, an increase of $12.1 million, or 101%. The net increase was primarily attributable to an increase in our stock -based compensation expense as well as an increase in acquisition -related costs relating to the Merger with Chavant. Additionally, we have incurred costs to support our growth and compliance, legal, and accounting costs necessary to operate as a public company. We expect these costs to continue to increase in the future.

Liquidity and Capital Resources

Our primary use of cash is to fund operating expenses, working capital requirements, debt service obligations, capital expenditures and other investments.

We have incurred operating losses and negative cash flows, primarily as a result of our ongoing investment in product development. We expect to continue to incur operating losses and negative cash flows from operations due associated with research and development expenses, sales, general, and administrative expenses and capital expenditures necessary to expand our operations, product offerings, and customer base with the ultimate goals of growing our business and achieving profitability in the future.

As of December 31, 2023, our cash balance was $14,796 compared to $89 at September 30, 2023. We had a working capital deficit of $5,575 as of December 31, 2023 compared to a working capital deficit of $19,593 at September 30, 2023.

Our debt consists of notes payable with an aggregate amount of $1,503, 7% promissory notes — related parties with an aggregate principal amount of $3,349 and a note payable — related party with a principal amount of $100. The notes payable and the note payable — related party mature at various dates through November 2024 and are unsecured. One of the notes requires weekly payments of $4; the remainder of the notes do not require any principal payments prior to maturity. The 7% promissory notes — related parties reached their maturity date of July 2023 and are currently due.

Our total liabilities as of December 31, 2023 were $37,090 compared to $21,789 as of September 30, 2023. The increase in our total liabilities is principally due to the amounts we recognized for the earn -out liability and the PIPE make -whole liability, which totaled $13,770 as of December 31, 2023. The related agreements provide that the settlement of those liabilities is through the issuance of shares of our Class A Common Stock; we do not expect to make any cash payments in settlement of the earn -out liability and the PIPE make -whole liability.

Other commitments include (i) non -cancelable operating leases for equipment, office facilities and other property containing future minimum lease payments totaling $1,987 payable over the next four years, (ii) unconditional purchase commitments of $984 for services which extend to various dates through September 30, 2024, and (iii) deferred purchase consideration of $2,045 related to our acquisition on EMI Solutions, payable at various dates through June 2025.

The following table summarizes our unaudited condensed consolidated cash flows for the three months ended December 31, 2023 and 2022:

( dollars in thousands )

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

Net increase in cash

and 89 more changes in the filing

Business 8 changes

Based in Irvine, California, we are a fabless semiconductor company developing disruptive wireless mmWave 5G and C -Band solutions and selling connectivity and electromagnetic filtering products for next generation communications systems supporting aerospace, military, defense, medical and other markets requiring HiRel products. To enhance our product portfolio we also intend to pursue acquisitions of companies with existing revenue which can be scaled, and which possess technologies that offer disruptive or more efficient communications solutions, and which will also allow us to expand into strategically aligned industries. Our wireless mmWave 5G integrated circuits currently in development are designed to deliver significant advantages in performance, efficiency, size, and cost. Our True Xero AOC AOCs are designed to meet customer needs for high -quality active optical cable solutions at an affordable price. Our EMI filtering products are designed for, and are currently used in aerospace, military, defense and medical applications. These innovative technologies are designed for large and rapidly growing markets where there are increasing demands for higher performance communication systems which utilize an expanding mix of both wireless and connectivity technologies.

2 unchanged paragraphs

On December 18, 2023, we completed the acquisition of EMI Solutions when we acquired all of the issued and outstanding common shares of EMI Solutions. EMI Solutions is a manufacturer of electromagnetic interference filtering products for aerospace, military, defense and medical applications. We expect the acquisition of EMI Solutions to complement our existing product offerings, expand our customer base and allow us to deliver solutions that address a wider variety of applications and markets. Consideration for the acquisition of EMI Solutions consisted of 964,912 shares of Legacy Mobix common stock and $2,200 $2.2 million in cash. We valued the common stock at $8,856, $8.9 million, based on the fair value of the Legacy Mobix common stock at the time of the acquisition. Additional details of our accounting for our acquisition of EMI Solutions are included in the notes to our unaudited condensed consolidated financial statements included elsewhere in this prospectus.

Our leadership team is comprised of industry veterans with prior experience at premier semiconductor and connectivity companies, including Microsemi Corporation (which was acquired by Microchip Technology Inc.), Skyworks Solutions, Inc., Maxim Integrated Products, Inc. (which was acquired by Analog Devices Inc.), Qorvo Inc. STMicroelectronics N.V, MaxLinear, Inc., Qualcomm Incorporated, Macom Technology Solutions Holdings, Inc. Skyworks Solutions, Inc., and Texas Instruments Incorporated, and our leadership team has significant experience and insight into growing advanced technology companies and executing strategic acquisitions to accelerate growth.

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As a global provider of a diverse portfolio of advanced capability products, we believe we are uniquely well positioned to capitalize upon the strong growth trends within the wireless, connectivity, aerospace, military, defense and healthcare markets worldwide. Specifically, we are able to provide specialty products that safeguard communications and delivery of data to enhance the effectiveness of mission critical communications. We believe our technology, products, and acquisition strategy will serve as strong bases for growth in the markets we currently serve as well as enable us to penetrate new markets globally. We believe our ability to develop and produce market -leading products and services coupled with our deep knowledge of our customers and end markets will enable us to expand our domestic and international market share and continue to offer our customers high -value solutions.

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• Strong acquisition and integration track record. . Since our founding in 2020, we have strategically expanded our portfolio through the acquisition and integration of three other businesses, including both EMI Solutions and Cosemi, each of which aimed at broadening our operational capabilities and enhancing our financial metrics. These strategic initiatives have been instrumental in optimizing operational efficiencies across each acquired entity, subsequently bolstering our financial performance. Our recent acquisition of EMI Solutions has allowed us to penetrate new markets within the defense, military, aerospace and healthcare sectors.

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Accelerate mmWave 5G technology development and innovation: : We are dedicated to developing innovative solutions for next generation telecommunications products. In this effort, we have developed our proprietary technology to design mmWave 5G mixed -signal /analog semiconductor chips based on a CMOS process, which we believe allows allow us to develop more efficient, cost -effective and compact products and solutions for 5G standards than our competitors. This technology is also designed to be the cornerstone for our potential products for future wireless communication standards, including 6G, enabling us to act quickly to capitalize upon future market opportunities.

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We manufacture our products either at our own facilities or obtain manufacturing services from contract manufacturers. Following the acquisition of EMI Solutions, we currently manufacture a substantial portion of our products at our own facilities. This is intended to allow us to efficiently manage both our supply competitiveness and manufacturing utilization in order to minimize the risk associated with market fluctuations and maximize cash flow. Our internal manufacturing capabilities are focused on our EMI filtering products. Due the application of our EMI filtering products in national security technology, our EMI filtering products must be manufactured in the United States, with limited exceptions.

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On June 16, 2023, the law firm Rutan & Tucker, LLP ("Rutan") initiated a lawsuit in Orange County Superior Court in California against us to recover approximately $700,000 in legal fees allegedly owed to Rutan by Cosemi, its former client, and incurred prior to our acquisition of Cosemi. We intend to vigorously defend ourselves in this litigation. We are unable to predict the final outcome of this matter but does do not believe that it will have a material impact on our results of operations or financial position as we had recorded the amount in accounts payable on our balance sheet as of September 30, 2023, and on our condensed consolidated balance sheet as of December 31, 2023.

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Management 2 changes

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Fabian Battaglia. Fabian Battaglia has served as our Chief Executive Officer since July 2020 and as a director since December 2023. August 2020. From April 2007 to May 2018, he also served as Senior Vice President of Microsemi, now Microchip Technology Inc., a technology company specializing in semiconductor and systems solutions for communications, defense and security, aerospace and industrial markets. Mr. Battaglia studied at Lawrence Technological University in Michigan, graduating with a Bachelor of Science in electrical engineering. We believe that Mr. Battaglia is qualified to serve as a member of the Board because of his familiarity with the industry.

Keyvan Samini. Keyvan Samini has served as our President since August 2022 and as a director since December 2023. August 2020. He has also served as our Chief Financial Officer since September 2020 and as our General Counsel since August 2022. From June 2014 to March 2022, Mr. Samini served as Director of Pitchtime, Inc., a software development company dedicated to developing wireless communications technology to help businesses better communicate with customers from a single platform. He also served as Chief Executive Officer of Pitchtime, Inc. from 2016 to July 2020. Mr. Samini has also served in leadership positions at RFaxis, Inc., a company that developed disruptive semiconductor technology, from 2008 to 2016. Mr. Samini studied at the University of Wisconsin — Madison, graduating with a Bachelor of Science degree in economics and mathematics. He later earned his Master of Liberal Arts, Finance at Harvard University, Masters of Business Administration from University of Southern California Marshall School of Business and Juris Doctor from Ohio State University Moritz College of Law. We believe that Mr. Samini is qualified to serve as a member of the Board because of his extensive experience in the semiconductor and software industries, as well as his experience scaling growth in technology organizations and working with institutional investors in portfolio companies.

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Executive and director compensation 3 changes

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Stock Awards ($) (1)

Option Awards ($) (2)

All Other Compensation ($) (3)

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Description of the securities 4 changes

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We registered the shares of Class A Common Stock issuable upon exercise of the Public Warrants in the registration statement relating to the Merger. However, because the Public Warrants will be exercisable until their expiration date of December 21, 2028, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of an initial business combination, we will agreed to use our best efforts to file with the SEC a registration statement registering, under the Securities Act, the issuance of the shares of Class A Common Stock issuable upon exercise of the Public Warrants, and the registration statement of which this prospectus is a part is intended to satisfy this requirement. We will agreed to use our best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the Warrant Agreement. If any Because such registration statement has not been declared effective by the 60 th business day following the closing of the Merger, holders of the Public Warrants will have the right, during the period beginning on the 61 st business day after the Closing and ending upon such registration statement being declared effective by the SEC, and during any other period when we fail to have maintained an effective registration statement covering the shares of Class A Common Stock issuable upon exercise of the Public Warrants, to exercise such warrants on a "cashless basis," by exchanging the Public Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption). Notwithstanding the above, if the shares of Class A Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the Securities Act (or any successor rule), we may, at our option, require holders of Public Warrants who exercise their Public Warrants to exercise such Public Warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) and (i) in the event we so elect, we will not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the Public Warrants or (ii) if we do not so elect, we agree to use our best efforts to register or qualify for sale the shares of Class A Common Stock issuable upon exercise of the Public Warrants under the applicable blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

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The Public Warrants were issued in registered form under the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company, dated as of July 19, 2021, as amended by the Amendment to Warrant Agreement, dated as of December 21, 2023. You should review a copy copies of the Warrant Agreement and the Amendment, which is are filed as an exhibit exhibits to the registration statement, for a complete description of the terms and conditions applicable to the Public Warrants. The Warrant Agreement, as amended, provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision or mistake, and that all other modifications or amendments will require the vote or written consent of the holders of at least 50% of the then -outstanding Public Warrants, and, solely with respect to any amendment to the terms of the Private Placement Warrants, a majority of the then -outstanding Private Placement Warrants.

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The Amendment to Warrant Agreement provides that any dispute, controversy, or claim, whether in contract of tort, arising or relating to the Amendment to Warrant Agreement or the enforcement, breach, termination, or validity thereof, shall be submitted to final and binding arbitration in Orange County, California before one neutral and impartial arbitrator, in accordance with the laws of the state of New York. As a result, warrant holders will not be able to pursue litigation in federal or state court against us and instead will be required to pursue such claims through a final and binding arbitration proceeding.

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The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and shares of Class A Common Stock issuable upon the exercise of the Private Placement Warrants are were not transferable, assignable or salable until January 20, 2024, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non -redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by us and exercisable by such holders on the same basis as the Public Warrants. As of the date of this registration statement, the initial purchasers of the Private Placement Warrants (or their permitted transferees) continue to hold all of the Private Placement Warrants.

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Securities act restrictions on resale of securities 1 change

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Pursuant to the terms of the Amended and Restated Registration Rights and Lock -Up Agreement, Mobix Labs is was obligated, within 45 days of the consummation of Closing to file a registration statement to register the resale of certain securities of Mobix Labs held by the Holders and to use reasonable best efforts to cause the registration statement to become effective as soon as reasonably practical after the initial filing of the registration statement. The Amended and Restated Registration Rights and Lock -Up Agreement also provides the Holders with "piggy -back " registration rights, subject to certain requirements and customary conditions.

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Principal stockholders 4 changes

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• each person who is the beneficial owner of more than 5% of issued and outstanding shares of Class A Common Stock and or Class B Common Stock;

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Chavant Capital Partners LLC (5) (6)

Sage Hill Investors, LLC (6) (7)

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(6) Includes 1,241,552 Private Placement Warrants held directly by Dr. Ma and 1,394,101 shares of Class A Common Stock held by Chavant Capital Partners LLC, the Sponsor. Dr. Ma is the sole member of Chavant Manager LLC, the manager of the Sponsor, and has voting and investment discretion with respect to the shares of Class A Common Stock held of record by the Sponsor. The Sponsor is expected to distribute shares of Class A Common Stock that it holds to its members, subject to applicable lock -up restrictions and applicable law. In any such distribution, Dr. Ma or her controlled affiliates are expected to receive (i) 724,600 shares of Class A Common Stock representing Founder Shares held by the Sponsor, (including 40,000 Founder Shares held by the Sponsor that may be allocated by Dr. Ma in her discretion) following the expiration of subject to the Founder Share Lock -Up and (ii) approximately 71,358 shares of Class A Common Stock that are not subject to a lock -up (representing shares received by the Sponsor pursuant to the Sponsor PIPE Subscription Agreement and the Sponsor Warrant). Chavant Capital Partners LLC is the record holder of the shares reported herein. Dr. Ma disclaims any beneficial ownership of the shares held by the Sponsor, except to the extent of her pecuniary interest therein. The business address of the Sponsor and Dr. Ma is 445 Park Avenue, 9 th Floor, New York, NY 10022.

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Related-party transactions 7 changes

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As discussed below under "Sponsor PIPE Subscription Agreement, Sponsor Warrant and Sponsor Letter Agreement," in connection with the Closing, the Sponsor forfeited 658,631 Founder Shares.

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As discussed below under "Sponsor PIPE Subscription Agreement, Sponsor Warrant and Sponsor Letter Agreement," in connection with the Closing, the Sponsor forfeited 400,000 Private Placement Warrants.

On the Closing Date, in connection with the Closing and as contemplated by the Business Combination Agreement, the Company, the Sponsor, the Representatives and their designees, certain equityholders of Chavant (collectively with the Sponsor, the "Founder Equityholders") and certain equityholders of Mobix Labs (the "Legacy Mobix Holders" and, together with the Founder Equityholders and certain other holders, the "Holders") entered into the Amended and Restated Registration Rights and Lock -Up Agreement, pursuant to which, among other things, the Company is obligated to file a registration statement to register the resale of certain securities of Mobix Labs held by the Holders (which obligation is intended to be satisfied by the filing of the registration statement of which this prospectus is a part) and to use reasonable best efforts to cause the registration statement to become effective as soon as reasonably practical after the initial filing of the registration statement. The Amended and Restated Registration Rights and Lock -Up Agreement also provides the Holders with "piggy -back " registration rights, subject to certain requirements and customary conditions.

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On April 7, 2021, the Company issued an unsecured promissory note to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $200,000 to cover formation and operating expenses related to the Chavant IPO. The outstanding balance of $129,602 as of June 30, 2021 was repaid on July 22, 2021. On June 20, 2022, the Company issued an unsecured convertible promissory note in the aggregate principal amount of $360,000 to the Sponsor under which the Company may draw down Working Capital Loans from time to time prior to the maturity date up to such aggregate principal amount. On July 18, 2022, the Company issued an additional unsecured convertible promissory note in the aggregate principal amount of $490,000 to the Sponsor under which the Company may draw down Working Capital Loans from time to time prior to the maturity date up to such aggregate principal amount. On January 6, 2023, the Company issued an unsecured convertible promissory note in the aggregate principal amount of $300,000 to the Sponsor, under which the Company was permitted to draw down Working Capital Loans from time to time prior to the maturity date up to such aggregate principal amount. The Company drew down the full amount of the Working Capital Loans under such promissory note. As of September 30, 2023, the Company had drawn down $1,150,000 under the Working Capital Loans. The Chairman of the Board or of Chavant, Dr. Auberton -Hervé , and/or STAR SCI, an entity affiliated with him, and another existing investor in the Sponsor and/or persons affiliated with such investor provided the funds to the Sponsor for the foregoing Working Capital Loans. On June 22, 2023, the Company issued an unsecured non -convertible promissory note in the aggregate principal amount of up to $500,000 to its Sponsor under which the Company was permitted to draw down Working Capital Loans from time to time prior to the maturity date up to such aggregate principal amount. As of the Closing, the Company had drawn down the full amount of the Working Capital Loans under such promissory note. The Chairman of the Board or an entity affiliated with him of Chavant and/or STAR SCI and the Chief Executive Officer of the Company Chavant, Dr. Ma, and/or Chavant Family Office, an entity affiliated with her, provided or will provide the funds to the Sponsor for the Working Capital Loans under this unsecured non -convertible promissory note. As of On November 1, 30, 2023, the Company issued an unsecured non -convertible promissory note in the aggregate principal amount of up to $325,000 to its Sponsor under which the Company was permitted to draw down Working Capital Loans from time to time prior to the maturity date up to such aggregate principal amount. As of the Closing, the Company had drawn down approximately $150,000 of Working Capital Loans under such promissory note. The Chairman of the Board of Chavant and/or STAR SCI, the Chief Executive Officer of Chavant and/or Chavant Family Office and another investor in the Sponsor and/or persons affiliated with such investor provided the funds to the Sponsor for the foregoing Working Capital Loans under such promissory note. As of the Closing, the Company had drawn down an aggregate of $1,550,000 approximately $1,800,000 of Working Capital Loans under the promissory notes issued to the Sponsor, of which $100,000 an aggregate amount of $1,418,000 was received on November 2, 2023). provided to the Sponsor by Dr. Auberton -Hervé and/or STAR SCI and an aggregate amount of $140,000 was provided to the Sponsor by Dr. Ma and/or Chavant Family Office. The outstanding Working Capital Loans were paid to the Sponsor through the issuance of shares of Class A Common Stock to the Sponsor pursuant to the Sponsor PIPE Subscription Agreement described below.

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On December 18, 2023, Chavant entered into the Sage Hill PIPE Subscription Agreement with Sage Hill, pursuant to which Sage Hill agreed to purchase, in a private placement that closed substantially concurrently with the Closing, 1,500,000 shares of Class A Common Stock in cash at a price of $10.00 per share for an aggregate purchase price of $15,000,000, on the terms and subject to the conditions set forth in the Sage Hill PIPE Subscription Agreement. Pursuant to the Sage Hill Subscription Agreement, Chavant agreed to issue additional shares of Class A Common Stock to Sage Hill in the event that the volume weighted average price per share of the Class A Common Stock during the 30 -day period (the "Adjustment Period") commencing on the date that is 30 days after the date on which a this resale registration statement is declared effective (the "Adjustment Period VWAP") is less than $10.00 per share. In such case, Sage Hill will be entitled to receive a number of shares of Class A Common Stock equal to the product of (x) the number of shares of Class A Common Stock issued to Sage Hill at the closing of the subscription and held by Sage Hill through the end of the Adjustment Period multiplied by (y) a fraction, (A) the numerator of which is $10.00 minus the Adjustment Period VWAP and (B) the denominator of which is the Adjustment Period VWAP (the "Make -Whole Shares"). In the event that the Adjustment Period VWAP is less than $7.00, the Adjustment Period VWAP will be deemed to be $7.00.

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In connection with the execution of the Sponsor PIPE Subscription Agreement, Legacy Mobix issued to the Sponsor a warrant to purchase 272,454 shares of Mobix Labs Stock at an exercise price of $0.01 per share, exercisable upon the closing of the Sponsor PIPE Subscription Agreement (the "Sponsor Warrant"). The Sponsor Warrant was exercised at the closing of the Sponsor PIPE Subscription Agreement and, following net settlement into 272,182 shares of Mobix Labs Stock, converted into 272,182 shares of Class A Common Stock of the Company in connection with the Closing.

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The forfeiture of the Sponsor Forfeited Founder Shares reduced the number of Founder Shares held by the Sponsor, which are subject to the lock -up agreement applicable to the Founder Equityholders as set forth in the Amended and Restated Registration Rights and Lock -Up Agreement (the "Founder Share Lock -Up "), to 922,182 Founder Shares. Mobix Labs expects that The Sponsor will expects to distribute these Founder Shares to its members following the Closing and the expiration of the Founder Share Lock -Up . in April 2024. In such distributions, (1) Dr. Ma or her Chavant Family Office, a controlled affiliate of Dr. Ma, Chavant's Chief Executive Officer, is expected to receive (i) 724,600 shares of Class A Common Stock representing Founder Shares, (including 40,000 Founder Shares held by the Sponsor that may be allocated by Dr. Ma in her discretion), and (2) STAR SCI, a controlled affiliate of Dr. André -Jacques Auberton -Hervé , Chavant's Chairman, or his controlled affiliate is expected to receive (i) 197,582 shares of Class A Common Stock representing Founder Shares. The forfeiture of the Sponsor Forfeited Private Placement Warrants reduced the number of Private Placement Warrants held by the Sponsor to 2,394,332 Private Placement Warrants. None of the Private Placement Warrants are subject to the Founder Share Lock -Up , and the Sponsor distributed these Private Placement Warrants to its members on December 21, 2023 following the Closing. In such distribution, (ii) Dr. Ma or her Chavant Family Office, a controlled affiliate of Dr. Ma, received 1,241,552 Private Placement Warrants, and (ii) STAR SCI, a controlled affiliate of Dr. Auberton -Hervé or his controlled affiliate , received 358,324 Private Placement Warrants. In addition, the shares of Class A Common Stock the Sponsor received upon the Closing pursuant to the Sponsor PIPE Subscription Agreement and the conversion of the Sponsor Warrant, as described above, are not subject to the Founder Share Lock -Up . Mobix Labs expects that the Sponsor will distribute those shares to its members after in the Closing. near term. In such distribution, (1) Dr. Ma or her Chavant Family Office, a controlled affiliate of Dr. Ma, is expected to receive approximately 71,399 shares of Class A Common Stock (reflecting $140,000 of non -convertible debt that Dr. Ma had funded or would fund to the Sponsor in respect of working capital loans to Chavant, Dr. Ma's pro rata share in the amount of approximately $130,000 of the outstanding reimbursement obligations owed to the Sponsor for administrative services, and the outstanding reimbursement obligations of $32,370 owed to Dr. Ma, as described above, each forgiven pursuant to the Sponsor Letter Agreement) and (2) STAR SCI, a controlled affiliate of Dr. Auberton -Hervé or his controlled affiliate , is expected to receive approximately 343,384 shares of Class A Common Stock (reflecting $1.4 million of convertible and non -convertible debt that Dr. Auberton -Hervé had funded to the Sponsor in respect of working capital loans to Chavant and Dr. Auberton -Hervé 's pro rata share of the outstanding reimbursement obligations owed to the Sponsor for administrative services, each forgiven pursuant to the Sponsor Letter Agreement).

Legal matters 1 change

Greenberg Traurig, P.A. has passed upon the validity of the Class A Common Stock and Private Placement Warrants offered by this prospectus and certain other legal matters related to this prospectus.

Where you can find additional information 1 change

We have filed with the SEC a registration statement on Form S -1 under the Securities Act with respect to the shares of Class A Common Stock and Private Placement Warrants offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the Company, the Class A Common Stock and Private Placement Warrants, reference is made to the registration statement and the exhibits and any schedules filed therewith.

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Note 1: Company Information 1 change

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While the Company will seek to raise additional capital, there can be no assurance the necessary financing will be available on terms acceptable to the Company, or at all. If the Company raises funds by issuing equity securities, dilution to existing stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of common stock. If the Company raises funds by issuing debt securities, such debt securities would have rights, preferences and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings borrowing may impose significant restrictions on the MOBIX LABS, INC.

Other Expenses of Issuance and Distribution 1 change

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* These fees are calculated based on the securities offered and the number of issuances estimated and accordingly are subject to change.

Recent Sales of Unregistered Securities 6 changes

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In connection with the execution of the Sponsor PIPE Subscription Agreement, Legacy Mobix Labs issued to the Sponsor a warrant to purchase 272,454 shares of Mobix Labs Stock at an exercise price of $0.01 per share, exercisable upon the closing of the Sponsor PIPE Subscription Agreement (the "Sponsor Warrant"). The Sponsor Warrant was exercised at the closing of the Sponsor PIPE Subscription Agreement and, following net settlement into 272,182 shares of Mobix Labs Stock, converted into 272,182 shares of Class A Common Stock of the Company in connection with the Closing.

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The forfeiture of the Sponsor Forfeited Founder Shares reduced the number of Founder Shares held by the Sponsor, which are subject to the lock -up agreement applicable to the Founder Equityholders as set forth in the Amended and Restated Registration Rights and Lock -Up Agreement (the "Founder Share Lock -Up "), to 922,182 Founder Shares. The Company expects that the Sponsor will is expected to distribute these Founder Shares to its members following the Closing and in the expiration of near term, subject to the Founder Share Lock -Up . In such distributions, (1) Dr. Ma or her Chavant Family Office, a controlled affiliate of Dr. Ma, is expected to receive (i) 724,600 shares of Class A Common Stock representing Founder Shares, (including 40,000 Founder Shares held by the Sponsor that may be allocated by Dr. Ma in her discretion), and (2) STAR SCI, a controlled affiliate of Dr. André -Jacques Auberton -Hervé , Chavant's Chairman, or his controlled affiliate is expected to receive (i) 197,582 shares of Class A Common Stock representing Founder Shares. The forfeiture of the Sponsor Forfeited Private Placement Warrants reduced the number of Private Placement Warrants held by the Sponsor to 2,394,332 Private Placement Warrants. None of the Private Placement Warrants are subject to the Founder Share Lock -Up , and the Sponsor distributed these Private Placement Warrants to its members on December 21, 2023 following the Closing. In such distribution, (ii) Dr. Ma or her (i) Chavant Family Office, a controlled affiliate of Dr. Ma, received 1,241,552 Private Placement Warrants, and (ii) STAR SCI, a controlled affiliate of Dr. Auberton -Hervé or his controlled affiliate , received 358,324 Private Placement Warrants. In addition, the shares of Class A Common Stock the Sponsor received upon the Closing pursuant to the Sponsor PIPE Subscription Agreement and the conversion of the Sponsor Warrant, as described above, are not subject to the Founder Share Lock -Up . The Company expects that the Sponsor will expects to distribute those these PIPE Shares to its members after the Closing. in such distribution, (1) Dr. Ma or her controlled affiliate is expected to receive approximately 71,399 shares of Class A Common Stock (reflecting $140,000 of non -convertible debt that Dr. Ma had funded or would fund to the Sponsor in respect of working capital loans to Chavant, Dr. Ma's pro rata share in amount of approximately $130,000 of the outstanding reimbursement obligations owed to the Sponsor for administrative services, and the outstanding reimbursement obligations of $32,370 owed to Dr. Ma, as described above, each forgiven pursuant to the Sponsor Letter Agreement) and (2) Dr. Auberton -Hervé or his controlled affiliate is expected to receive approximately 343,384 shares of Class A Common Stock (reflecting $1.4 million of convertible and non -convertible debt that Dr. Auberton -Hervé had funded to the Sponsor in respect of working capital loans to Chavant and Dr. Auberton -Hervé 's pro rata share of the outstanding reimbursement obligations owed to the Sponsor for administrative services, each forgiven pursuant to the Sponsor Letter Agreement). April 2024.

In such distribution, (1) Chavant Family Office, a controlled affiliate of Dr. Ma, is expected to receive approximately 71,399 shares of Class A Common Stock (reflecting $140,000 of non -convertible debt that Dr. Ma had funded to the Sponsor in respect of working capital loans to Chavant, Dr. Ma's pro rata share in the amount of approximately $130,000 of the outstanding reimbursement obligations owed to the Sponsor for administrative services, and the outstanding reimbursement obligations of $32,370 owed to Dr. Ma, as described above, each forgiven pursuant to the Sponsor Letter Agreement) and (2) STAR SCI, a controlled affiliate of Dr. Auberton -Hervé , is expected to receive approximately 343,384 shares of Class A Common Stock (reflecting $1.4 million of convertible and non -convertible debt that Dr. Auberton -Hervé had funded to the Sponsor in respect of working capital loans to Chavant and Dr. Auberton -Hervé 's pro rata share of the outstanding reimbursement obligations owed to the Sponsor for administrative services, each forgiven pursuant to the Sponsor Letter Agreement).

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On April 7, 2021, Chavant issued 2,875,000 Founder Shares, for which the Sponsor paid $25,000. The Sponsor agreed to forfeit up to 375,000 Founder Shares to the extent that the over -allotment option was not exercised in full by the underwriters. On June 25, 2021, the Sponsor sold an aggregate of 422,581 of such Founder Shares to the underwriters for a purchase price of $3,675. On July 19, 2021, Chavant reduced the offering size of the Chavant II-4 IPO and 575,000 Founder Shares were surrendered to Chavant 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 remained outstanding, which represented 20% of the issued and outstanding Ordinary Shares. All share and per share amounts were retroactively restated.

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As discussed above under " Sponsor PIPE Subscription Agreement, Sponsor Warrant and Sponsor Letter Agreement ," in connection with the Closing, the Sponsor forfeited 658,631 Founder Shares.

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As discussed above under " Sponsor PIPE Subscription Agreement, Sponsor Warrant and Sponsor Letter Agreement ," in connection with the Closing, the Sponsor forfeited 400,000 Private Placement Warrants.

Exhibits 9 changes

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Amendment No. 3 to the Business Combination Agreement, dated as of February 12, 2024, by and among Mobix Labs, Inc. and Mobix Labs Operations, Inc. 2.5 Agreement and Plan of Merger, dated as of September 26, 2022, by and among Mobix Labs, Inc., Mobix Merger Sub I, Inc., Mobix Merger Sub II, LLC, EMI Solutions, Inc., Yden Holdings, LLC, Robert Ydens and Julie Ydens (incorporated by reference to Exhibit 2.4 to Mobix Labs, Inc.'s Current Report the Registrant's Registration Statement on Form 8-K S-1 (File No. 333.278451), filed with the SEC on December 28, 2023). April 2, 2024).

Agreement and Plan of Merger, dated as of September 26, 2022, by and among Mobix Labs, Inc., Mobix Merger Sub I, Inc., Mobix Merger Sub II, LLC, EMI Solutions, Inc., Yden Holdings, LLC, Robert Ydens and Julie Ydens (incorporated by reference to Exhibit 2.4 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on December 28, 2023).

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Certificate of Amendment of Certificate of Incorporation.

Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on December 28, 2023).

Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.2 of the Registrant's Registration Statement on Form S-1 (File No. 333-278451), filed with the SEC on April 2, 2024) .

Amended and Restated Bylaws of Mobix Labs, Inc. (incorporated by reference to Exhibit 3.2 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on December 28, 2023).

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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for Mobix Labs, Inc. 23.2 Consent of Macias Gini & O'Connell LLP, independent auditors for EMI Solutions, Inc. 23.3 Consent of Greenberg Traurig P.A. (included as part of Exhibit 5.1).

Power of Attorney (contained on the signature page of the registration statement filed on April 1, 15, 2024).

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* To be filed by amendment.

Undertakings 2 changes

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Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on April 1, 15, 2024.

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(Principal Financial Officer and Principal Accounting Officer)

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