Mobix Labs: securities offering

Cover page 33 changes

As filed with the Securities and Exchange Commission on June 5, August 12, 2024

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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 19,905,953 shares of our Class A common stock, par value $0.00001 per share ("Class A Common Stock") and 3,000,000 warrants to purchase shares of Class A Common Stock, consisting of:

• up to 5,646,701 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, par value $0.00001 per share ("Class B Common Stock"), 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 1,784,517 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 initially 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 "Advisor 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 . The Advisor Shares were acquired based on a value of $10.00 per share of Class A Common Stock;

• 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, members of 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; and

• up to an additional 12,496 shares of Class A Common Stock (the "Settlement Shares") issued in connection with an employment -related settlement agreement.

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. When the market price for our Class A Common Stock is less than $5.79 (i.e., when the Public Warrants and Private Placement Warrants are "out of the money"), which it is at the time of this prospectus, we believe that Warrant holders will be unlikely to exercise their Public Warrants and Private Placement Warrants. Our ability to continue funding our existing and future operations is not dependent upon receiving cash proceeds from the exercise of any of the Warrants.

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 Offered Securities being offered for resale in this prospectus represent a substantial percentage of the total outstanding shares of our Class A Common Stock as of May 1, 2024. Assuming the issuance of all of the Offered Securities being registered for resale pursuant to this prospectus to the Selling Securityholders, the Offered Securities would represent approximately 60.7% of the outstanding Class A Common Stock as of May 1, 2024. The resale of the Offered Securities, or the perception that these sales could occur, pursuant to this prospectus, could result in a significant decline in the public trading price of our Class A Common Stock. In addition to this prospectus, we have also filed an additional prospectus (the "Additional Prospectus") which relates to the registration of an additional 9,500,000 shares of our Class A Common Stock (the "Purchase Shares") pursuant to the purchase agreement that we entered into with B. Riley Principal Capital II, LLC ("B. Riley") on March 18, 2024 (the

"Purchase Agreement") and related registration rights agreement (the "Registration Rights Agreement"). The sale of the Offered Securities together with the sale of the Purchase Shares held by B. Riley, or the perception that these sales could occur, could depress the market price of our 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 May 1, 2024, the number of shares of Class A Common Stock that may be offered for resale by the Selling Securityholders pursuant to this prospectus, assuming the cash exercise of all of the Company's outstanding Warrants, represents approximately 108.6% 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."

SUBJECT TO COMPLETION, DATED JUNE 5, AUGUST 12, 2024

19,905,953 UP TO 8,834,533 SHARES OF CLASS A COMMON STOCK

Pursuant to this prospectus, the selling stockholders identified herein (the "Selling Stockholders") are offering on a resale basis an aggregate of up to 8,834,533 shares of Class A common stock of Mobix Labs, Inc., par value $0.00001 per share (the "Class A Common Stock"), consisting of (a) up to an aggregate of 2,877,698 shares of Common Stock that are issuable upon exercise of an unregistered long -term warrant (the "Series A Common Warrant"), (b) up to an aggregate of 2,877,698 shares of Class A Common Stock that are issuable upon exercise of an unregistered short -term warrant (the "Series B Common Warrant," and together with the Series A Common Warrant, the "PIPE Common Warrants"), and (c) up to an aggregate of 2,877,698 shares of Common Stock that are issuable upon exercise of an unregistered pre -funded warrant (the "Pre -Funded Warrant") in each of cases of (a) through (c), purchased pursuant to a securities purchase agreement by and between us and a Selling Stockholder, dated July 22, 2024 (the "July 2024 Purchase Agreement"), and (d) up to 201,439 shares of Common Stock that are issuable upon the exercise of certain private placement warrants (the "Placement Agent Warrants", together with the Series A Common Warrant, the Series B Common Warrant, and the Pre -Funded Warrant, the "Warrants") issued to designees of H.C. Wainwright & Co., LLC, our placement agent (the "Placement Agent") pursuant to an engagement letter in connection with the Purchase Agreement and the offering contemplated thereunder.

We will not receive any of the proceeds from the sale by the Selling Stockholders of shares of Class A Common Stock. Upon any exercise of the Warrants by payment of cash, however, we will receive the exercise price of the Warrants, which, if exercised in cash with respect to the 8,834,533 shares of Class A Common Stock offered hereby, would result in gross proceeds to us of approximately $8.4 million. However, we cannot predict when and in what amounts or if the Warrants will be exercised by payments of cash and it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds. In addition, upon exercise of any of the Series A Common Warrant or the Series B Common Warrant, we will pay the Placement Agent a cash fee equal to 7% of the gross proceeds received from the exercise of the Series A Common Warrant or the Series B Common Warrant (including a 1% management fee) and will also issue to the Placement Agent (or its designees) additional Placement Agent Warrants to purchase a number of shares of Class A Common Stock equal to 7% of the aggregate number of shares of Class A Common Stock issued upon such exercise of the Series A Common Warrant or the Series B Common Warrant.

The Selling Stockholders may sell or otherwise dispose of the Class A Common Stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of the Class A Common Stock covered by this prospectus in the section entitled "Plan of Distribution" on page 105. Discounts, concessions, commissions and similar selling expenses attributable to the sale of Class A Common Stock covered by this prospectus will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Class A Common Stock with the Securities and Exchange Commission (the "SEC").

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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 up to approximately $2.28 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.

The shares of Class A Common Stock are listed on the Nasdaq Stock Market LLC ("Nasdaq") and our public warrants (the "Public Warrants") are listed on the Nasdaq under the symbols "MOBX" and "MOBXW," respectively. On May 28, August 9, 2024, the last sale price of the Class A Common Stock as reported on the Nasdaq was $2.29 $1.06 per share and the last sale price of the Public Warrants as reported on the Nasdaq was $0.15 $0.17 per Public Warrant.

The shares being offered for resale in this prospectus represent a substantial percentage of the total outstanding shares of our Class A Common Stock as of August 7, 2024. Assuming the issuance of all of the shares being registered for resale pursuant to this prospectus to the Selling Stockholders under the July 2024 Purchase Agreement, the shares would represent approximately 24% of the outstanding Class A Common Stock as of August 7, 2024. The sale of the shares, or the perception that these sales could occur, pursuant to this prospectus, could result in a significant decline in the public trading price of our Class A Common Stock. In addition to the Selling Stockholders, certain other stockholders (the "Additional Sellers") may resell a substantial number of our securities (the "Additional Securities") pursuant to separate resale prospectuses (collectively, the "Additional Prospectuses"). The sale of the shares offered hereby together with the sale of the Additional Securities held by the Additional Sellers, or the perception that these sales could occur, could depress the market price of our securities.

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 certain risks, including those that are described in the section titled "Risk Factors" beginning on page 9 10 of this prospectus.

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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 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 19,905,953 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 relates to the resale by the Selling Stockholders identified in this prospectus under the caption "Selling Stockholders," from time to time, of up to an aggregate of 8,834,533 shares of Class A Common Stock. We are not selling any shares of Class A Common Stock under this prospectus, and we will not receive any proceeds from the sale of shares of Class A Common Stock offered hereby by the Selling Stockholders, although we may receive cash from the exercise of the Warrants.

You should rely only on the information provided in this prospectus. We have not authorized anyone to provide you with any other information, and we take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. The information contained in this prospectus speaks only as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations and prospects.

We are not, and the Selling Stockholders are not, making offers to sell these securities in any jurisdiction in which an offer or solicitation is not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. You should read this prospectus in its entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections entitled "Where You Can Find More Information."

Forward-looking statements 10 changes

Certain statements in this prospectus may constitute "forward -looking statements" for purposes of the federal securities laws. These forward -looking statements include, but are not limited to, statements regarding Mobix Labs' our and Mobix Labs' our management team's expectations, hopes, beliefs, intentions or strategies regarding the future. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions may identify forward -looking statements, but the absence of these words does not mean that a statement is not forward -looking . Forward -looking statements in this prospectus may include, for example, statements about:

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• the implementation, market acceptance and success of our products and technology in the wireless and connectivity markets and in potential new categories for perception; expansion;

• our ability to continue as a going concern and ability to obtain sufficient liquidity to meet our operating needs and satisfy our obligations;

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• our expectation that we will incur substantial expenses and continuing losses and negative cash flows from operations for the foreseeable future;

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• the impact of health epidemics, including the COVID -19 pandemic, on our business and industry and the actions we may take in response thereto;

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• the risk that the price of our securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which we operate, variations in performance across competitors, changes in laws, regulations, technologies, the global supply chain, and macro -economic and social environments affecting our business and changes in the combined capital structure;

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• the risk that we are unable to successfully commercialize its our products and solutions, or experience significant delays in doing so;

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• the risk that we experience difficulties in managing its our growth and expanding operations;

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• the impact of health epidemics, such as the COVID -19 pandemic, on our business and industry and the actions we may take in response thereto and to other geopolitical concerns; and • factors described under the heading "Risk Factors" below.

• the risk that the price of our securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which we operate, variations in performance across competitors, changes in laws, regulations, technologies, the global supply chain, and macro -economic and social environments affecting our business and changes in the combined capital structure; and • factors described under the heading "Risk Factors" below.

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Summary of the prospectus 24 changes

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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.

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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 interconnect products, including electromagnetic interference filtering products for aerospace, military, defense, medical and medical applications. The acquisition of EMI Solutions 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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Immediately prior to the consummation of the Merger, on December 21, 2023, as contemplated by the Business Combination Agreement, (i) each outstanding share of Legacy Mobix common stock converted into the right to receive shares of Class A Common Stock; (ii) each share of preferred stock of Mobix Labs, which included Series A Preferred Stock and Founders Preferred Stock issued and outstanding immediately prior to the Closing, converted into the right to receive shares of Class B common stock, par value $0.00001 per share ("Class B Common Stock"); (iii) each outstanding stock option and warrant of Mobix Labs was assumed by the Company and converted into an option or warrant to purchase shares of Class A Common Stock; (v) each outstanding unvested RSU of Legacy Mobix was assumed by the Company and converted into an RSU covering shares of Class A Common Stock; and (vi) each outstanding convertible instrument of Legacy Mobix, including SAFEs and promissory notes that were convertible into Legacy Mobix common stock or preferred stock, converted into the right to receive shares of Class A Common Stock.

Since the Merger, the amount of shares of Class A Common Stock outstanding increased to approximately 24,609,287 28.3 million shares as of May 1, August 7, 2024. Additional shares of our Class A Common Stock may become outstanding in the future as a result of any issuance of the 3.5 million earnout shares (the "Earnout Shares") issuable to certain Legacy Mobix stockholders and option holders based on the achievement of trading price targets during the seven -year period (the "Earnout Period"), any issuance of up to 1,052,030 shares of Class A Common Stock issuable to certain investors if the volume weighted average price of the Class A Common Stock is below $10 following the registration of the additional securities with for the SEC thirty -day period beginning on August 1, 2024 (the "Make -Whole Shares"), the exercise of warrants, any issuance upon the exercise of options or the vesting of restricted stock units or pursuant to the 2023 Equity Incentive Plan or the 2023 Employee Stock Purchase Plan. The issuance and sale of any such shares, including sales pursuant to the July 2024 Purchase Agreement to which this prospectus relates in the public market could adversely impact the market price of our Class A Common Stock even if the business is doing well.

The shares of Class A Common Stock and Warrants being offered for resale in this prospectus and the Purchase Shares being offered for resale in the Additional Prospectus represent 119.5% of the total outstanding shares of our Class a Common Stock, a substantial percentage of the total outstanding shares of our shares of Class A Common Stock as of May 1, August 7, 2024. Assuming the Purchase issuance of all of the shares being offered in the Additional registered for resale pursuant to this prospectus to the Selling Stockholders under the July 2024 Purchase Agreement, the shares would represent approximately 38.6% 24% of our the outstanding shares of Class A Common Stock whereas as of August 7, 2024. The Selling Securityholders beneficially own approximately 60.7% sale of the shares, or the perception that these sales could occur, pursuant to this prospectus, could result in a significant decline in the public trading price of our currently outstanding Class A Common Stock. In each case, as addition to the Selling Stockholders, subject to the expiration of a lock -up period applicable to certain shares held by the Additional Sellers, the Additional Sellers may 1, 2024. Additionally, if all resell up to 38,405,953 Additional Securities pursuant to the Private Placement Warrants are exercised, Additional Prospectuses. The holders would own an Additional 3,000,000 shares of Class A Common Stock, representing Securities being offered in the Additional Prospectuses represent approximately 10.9% 136% of the total our outstanding shares of Class A Common Stock as of May 1, August 7, 2024. The sale of the shares offered Securities, hereby together with the sale of the Purchase Shares Additional Securities held by B. Riley, the Additional Sellers, or the perception that these sales could occur, could depress the market price of our securities. At any time after the expiration of a lock -up period applicable to certain shares held by the Selling Securityholders, So long as the registration statement of which this prospectus forms a part remains effective and usable, the Selling Securityholders Stockholders will be able to sell some or all of such shares pursuant to this prospectus at the same time as B. Riley is the Additional Sellers are able to sell the Purchase Shares, if any, Additional Securities pursuant to the Additional Prospectus. Prospectuses, subject to the expiration of a lock -up period applicable to certain shares held by the Additional Sellers.

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We currently expect to utilize our Committed Equity Facility with B. Riley and may in the future seek additional equity or debt financing. While we may seek to raise additional capital, we cannot assure you that the necessary financing will be available on terms acceptable to us, or at all. If we raise funds by issuing equity securities, dilution to our existing stockholders may result. The sale of a substantial percentage of the securities being offered pursuant to this prospectus, together with the sale of Purchase Shares being offered pursuant to the Additional Prospectus, or the perception that these sales could occur, may make it more difficult for us to issue additional equity financing on favorable terms, or at all. Any equity securities we issue may also provide for rights, preferences or privileges senior to those of holders of our Class A Common Stock. If we raise 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 may impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of volatility that could impact the availability and cost of equity and debt financing. In addition, recent and potential future increases in federal fund rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, could adversely impact the cost or availability of debt financing.

On March 18, 2024, we entered into a purchase agreement (the "B. Riley Purchase Agreement") and a related registration rights agreement (the "B. Riley Registration Rights Agreement"), each dated March 18, 2024, with B. Riley Principal Capital II, LLC ("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 B. Riley Purchase Agreement is earlier terminated. Any sales of Class A Common Stock pursuant to However, the July 2024 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 prohibits us from selling shares of Class A Common Stock will be determined by reference in variable rate transactions, which includes sales pursuant to the volume weighted average price of the Class A Common Stock measured over B. Riley Purchase Agreement, until the regular trading session or intraday period one year anniversary of the trading session on Nasdaq on the date the registration statement of each purchase, less which this prospectus forms a three percent discount. part is effective.

Any sales of Class A Common Stock pursuant to the B. Riley 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, less a three percent discount.

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 B. Riley Purchase Agreement and Registration Rights Agreement and $5,000 per fiscal quarter. Pursuant to the B. Riley Purchase Agreement, we filed 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 (the registration statement "B. Riley Prospectus), which was declared effective on May 13, 2024.

The amount and timing of the proceeds we may receive from the sale future sales of shares of Class A Common Stock pursuant to the B. Riley Purchase Agreement if any, will depend on a number of factors, including the prohibition contained in the July 2024 Purchase Agreement, 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.

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Aggregate consideration for the acquisition was $12,000,000, consisting of 3,214,045 shares of our Class A Common Stock and $2,000,000 in cash, of which $200,000 was payable on the closing date; $1,000,000 will be payable on November 15, 2024 and $800,000 will be payable on April 15, 2025. We also entered into employment agreements with each of the RaGE stockholders. Pursuant to the RaGE Business Combination Agreement, the RaGE stockholders will also be entitled to receive possible earn -out payments of up to $8,000,000 over eight fiscal quarters, payable in a combination of cash and shares of our Class A Common Stock, based upon the satisfaction of certain financial metrics and continued employment with us (the "RaGE Earn -Out "). The RaGE Business Combination Agreement also provides the RaGE stockholders with "piggy -back " registration rights, subject to certain requirements and customary conditions.

July 2024 Private Placement

On July 22, 2024, we entered into the July 2024 Purchase Agreement with an institutional accredited investor in connection with a private placement (the "July 2024 Private Placement"). Pursuant to the July 2024 Purchase Agreement, on July 24, 2024, we issued a Pre -Funded Warrant to purchase up to 2,877,698 shares of Class A Common Stock, a Series A Common Warrant to purchase up to 2,877,698 shares of Class A Common Stock and a Series B Common Warrant to purchase up to 2,877,698 shares of Class A Common Stock.

The Pre -Funded Warrant has an exercise price of $0.001 per share, is immediately exercisable upon issuance and will expire when exercised in full. Under the terms of the Pre -Funded Warrant, we may not affect the exercise of any such Pre -Funded Warrant, and a holder will not be entitled to exercise any portion of any Pre -Funded Warrant, if, upon giving effect to such exercise, the aggregate number of shares of Class A Common Stock beneficially owned by the holder (together with its affiliates, other persons acting or who could be deemed to be acting as a group together with the holder or any of the holder's affiliates, and any other persons whose beneficial ownership of Common Stock would or could be aggregated with the holder's or any of the holder's affiliates for purposes of Section 13(d) or Section 16 of the Exchange Act would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Limitation"), as such percentage ownership is calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the SEC, provided, however , that the holder may increase or decrease the Beneficial Ownership Limitation by giving notice to us, with any such increase not taking effect until the sixty -first day after such notice is delivered to us but not to any percentage in excess of 9.99%.

The PIPE Common Warrants have an exercise price of $1.39 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares of Class A Common Stock upon exercise of the PIPE Common Warrants (the "Stockholder Approval"). The Series A Common Warrant will expire five years from the Stockholder Approval and the Series B Common Warrant will expire twelve months from the Stockholder Approval.

Pursuant to the July 2024 Purchase Agreement, we have agreed that, for a period from the date of the July 2024 Purchase Agreement until 90 days after the effectiveness (the "Effective Date") of the Registration Statement of which this prospectus forms a part, we will not issue, enter into an agreement to issue or announce the issuance or proposed issuance of any shares of Class A Common Stock or Class A Common Stock equivalents or file any registration statement or supplement thereto, other than as contemplated by the July 2024 Registration Rights Agreement (as defined below), subject to certain exceptions.

We agreed to obtain the Stockholder Approval within ninety days following the closing date of the July 2024 Private Placement. If we do not obtain Stockholder Approval at the first meeting, we agreed to call a meeting every ninety days thereafter to seek Stockholder Approval until the earlier of the date on which Stockholder Approval is obtained.

The PIPE Securities were issued to an institutional accredited investor in a private placement pursuant to Section 4(a)(2) and Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act").

The aggregate gross proceeds from the Private Placement were approximately $4.0 million, before deducting the Placement Agent's fees and related offering expenses. We intend to use the net proceeds from the July 2024 Private Placement for working capital, for potential future acquisitions and operational expenses associated therewith.

The Placement Agent acted as the exclusive placement agent in connection with the July 2024 Private Placement, and as compensation in connection with the July 2024 Private Placement, we paid the Placement Agent a cash fee equal to 7.0% of the gross proceeds of the July 2024 Private Placement, a management fee equal to 1.0% of the gross proceeds of the July 2024 Private Placement and non -accountable expenses in the amount of $85,000. In addition, pursuant to the Engagement Letter, we issued to the Placement Agent or its designees upon closing of the July 2024 Private Placement the Placement Agent Warrants to purchase up to 201,439 shares of Class A Common Stock (which represents 7.0% of the Pre -Funded Warrant sold in the July 2024 Private Placement) at an exercise price of $1.7375 per share (which represents 125% of the offering price per share of Class A Common Stock in the July 2024 Private Placement). The Placement Agent Warrants will be exercisable beginning on the effective date of the Stockholder Approval and will expire five years thereafter. Upon any exercise for cash of the PIPE Common Warrants, we must pay the Placement Agent a cash fee of 7.0% of the aggregate gross exercise price paid in cash, a management fee of 1.0% of the aggregate gross exercise price paid in cash and shall also issue warrants to the Placement Agent (or its designees) to purchase the number of shares of Class A Common Stock equal to 7.0% of the aggregate number of such shares of Class A Common Stock underlying the PIPE Common Warrants.

In connection with the July 2024 Private Placement, we entered into a registration rights agreement (the "July 2024 Registration Rights Agreement") with the investor, pursuant to which, among other things, we are required to prepare and file with the SEC one or more registration statements to register for resale the shares of Class A Common Stock issuable upon exercise of the PIPE Common Warrants, the Pre -Funded Warrant and the Placement Agent Warrants (the "Warrant Shares") by August 13, 2024. We are required to use best efforts to have such registration statement(s) declared effective as promptly as possible thereafter, and in any event no later than 60 days following July 22, 2024, or, in the event of a "full review" by the SEC, 90 days following July 22, 2024.

In connection with the July 2024 Private Placement, we and our directors and officers have agreed to enter into a lock -up agreement (the "Lock -Up Agreement") which restricts the offer, sale, pledge or other disposition of the shares of Class A Common Stock held by such directors and officers for a period from the date of the July 2024 Purchase Agreement until 90 days after the Effective Date.

We may in the future seek additional equity or debt financing. While we may seek to raise additional capital, we cannot assure you that the necessary financing will be available on terms acceptable to us, or at all. If we raise funds by issuing equity securities, dilution to our existing stockholders may result. The sale of a substantial percentage of the securities being offered pursuant to this prospectus, together with the sale of shares being offered pursuant to the Additional Prospectuses, or the perception that these sales could occur, may make it more difficult for us to issue additional equity financing on favorable terms, or at all. Any equity securities we issue may also provide for rights, preferences or privileges senior to those of holders of our Class A Common Stock. If we raise 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 may impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of volatility that could impact the availability and cost of equity and debt financing. In addition, recent and potential future increases in federal fund rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, could adversely impact the cost or availability of debt financing.

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• The Offered Securities shares being offered in this prospectus, together with the Purchase Shares Additional Securities being offered pursuant to the Additional Prospectus, Prospectuses, represent a substantial percentage of our outstanding Class A Common Stock, and the sales of such securities, or the perception that these sales could occur, could cause the market price of our Class A Common Stock to decline significantly.

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The offering 17 changes

Our Offering of Shares of Class A Common Stock

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

Warrants offered by the Selling Securityholders

Up to 3,000,000 Private Placement Warrants.

The Selling Stockholders identified in this prospectus are offering on a resale basis a total of 8,834,533 shares of Class A Common Stock consisting of (a) 2,877,698 shares issuable upon exercise of the Series A Common Warrant, (b) 2,877,698 shares issuable upon exercise of the Series B Common Warrant, (c) 2,877,698 shares issuable upon exercise of the Pre -Funded Warrant, and (d) 201,439 shares issuable upon exercise of the Placement Agent Warrants, as more fully described below.

Shares of Class A Common Stock offered by the Selling Securityholders Stockholders

Up to 19,905,953 8,834,533 shares of Class A Common Stock.

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24,609,287 shares (as of May 1, 2024).

28,334,303 shares (as of August 7, 2024).

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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 19,905,953 shares of Class A Common Stock, which represents approximately 108.6% of our total outstanding shares of Class A Common Stock as of May 1, 2024, assuming the cash exercise of all of the Company's outstanding Warrants. 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 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.

2,254,901 shares (as of May 1, August 7, 2024).

We will not receive any proceeds from the sale of the shares of Class A Common Stock and Private Placement Warrants to be offered by the Selling Securityholders. Stockholders. Assuming the subsequent exercise of all of the Public Warrants for cash, we will receive an aggregate of approximately $34.7 $8.4 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 We intend to be significantly below use any proceeds received by us from the cash exercise price of the Public Warrants, When the market price if any, for our Class A Common Stock is less than $5.79 (i.e., when the Public Warrants and Private Placement Warrants are "out working capital, potential future acquisitions of the money"), which it is complementary businesses, products, services, or technologies, and general corporate purposes. However, we have no current understandings, agreements or commitments for any specific material acquisitions at the time of this prospectus, time. We believe that warrant holders will be unlikely to exercise their Public Warrants and Private Placement Warrants. We expect to use have broad discretion over the net use of any proceeds from the exercise of the Public Warrants. if any, for working capital and general corporate purposes. Our ability to continue funding our existing and future operations is not dependent upon receiving cash proceeds from the exercise of any Warrants. See "Use of Proceeds."

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The number of shares of Class A Common Stock outstanding is based on 24,609,287 28,334,303 shares of Class A Common Stock as of May 1, August 7, 2024 and excludes (i) the 8,834,533 shares of Class A Common Stock offered by the Selling Stockholders that are issuable upon exercise of the Warrants and (ii) the following, in each case as of May 1, August 7, 2024, except as otherwise noted:

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• 3,210,990 2,792,413 shares of Class A Common Stock issuable upon the exercise of outstanding options under the Legacy Mobix equity plans that were assumed in the Merger;

• 4,069,829 4,444,192 shares of Class A Common Stock issuable upon settlement of restricted stock units;

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• 12,295,020 12,361,995 shares of Class A Common Stock issuable upon exercise of outstanding warrants at exercise prices ranging from $0.01 to $5.79;

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Risk factors 38 changes

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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 issued the shares offered by the Selling Stockholders pursuant to this prospectus and we entered into the Purchase Agreement with B. Riley Purchase Agreement, pursuant to which B. Riley 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 B. Riley Purchase Agreement. 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.

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Inflation and unfavorable global economic conditions could adversely affect our business, financial condition or results of operations.

Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets, including conditions that are outside of our control, such as the impact of health and safety concerns, including SARS -CoV-2 (severe acute respiratory syndrome coronavirus 2) ("COVID -19 ") and the Omicron COVID -19 variant, recent and ongoing price inflation in the United States, foreign and domestic government sanctions, and other disruptions to global supply chains. A severe or prolonged economic downturn, whether due to inflationary pressures or otherwise, could result in a variety of risks to the Company's business, including weakened demand for our products, or the inability to raise additional capital when needed on acceptable terms, or at all. A weak or declining economy could strain our suppliers, possibly resulting in supply disruption, or cause delays in payments for our products by our customers. Any of the foregoing could harm our business and we cannot anticipate all the ways in which the current economic climate and financial market conditions could adversely impact us. If inflation increases, we may not be able to adjust prices sufficiently to offset the effect without negatively impacting our gross margin.

Furthermore, sustained uncertainty about, or worsening of, geopolitical tensions, including further escalation of the war between Russia and Ukraine, further escalation of the conflict between the State of Israel and Hamas, as well as further escalation of tensions between the State of Israel and various countries in the Middle East and North Africa, could result in a global economic slowdown and long -term changes to global trade. Any or all of these factors could negatively affect our business, results of operations, financial condition and growth.

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Inflation and unfavorable global economic conditions could adversely affect our business, financial condition or results of operations.

Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets, including conditions that are outside of our control, such as the impact of health and safety concerns, including SARS -CoV-2 (severe acute respiratory syndrome coronavirus 2) ("COVID -19 ") and the FliRT COVID -19 variant, recent and ongoing price inflation in the United States, foreign and domestic government sanctions, and other disruptions to global supply chains. A severe or prolonged economic downturn, whether due to inflationary pressures or otherwise, could result in a variety of risks to the Company's business, including weakened demand for our products, or the inability to raise additional capital when needed on acceptable terms, or at all. A weak or declining economy could strain our suppliers, possibly resulting in supply disruption, or cause delays in payments for our products by our customers. Any of the foregoing could harm our business and we cannot anticipate all the ways in which the current economic climate and financial market conditions could adversely impact us. If inflation increases, we may not be able to adjust prices sufficiently to offset the effect without negatively impacting our gross margin.

Furthermore, sustained uncertainty about, or worsening of, geopolitical tensions, including further escalation of the war between Russia and Ukraine, further escalation of the conflict between the State of Israel and Hamas, as well as further escalation of tensions between the State of Israel and various countries in the Middle East and North Africa, could result in a global economic slowdown and long -term changes to global trade. Any or all of these factors could negatively affect our business, results of operations, financial condition and growth.

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The Offered Securities shares being offered in this prospectus, together with the Purchase Shares Additional Securities being offered pursuant to the Additional Prospectus, Prospectuses, represent a substantial percentage of our outstanding Class A Common Stock, and the sales of such securities, or the perception that these sales could occur, could cause the market price of our Class A Common Stock to decline significantly.

This prospectus relates to the offer and sale from time to time by the Selling Stockholders of up to 8,834,533 shares of Class A Common Stock issuable upon exercise of the Warrants issued in connection with the July 2024 Private Placement. Assuming the issuance of all of the shares being registered for resale pursuant to this prospectus to the Selling Stockholders under the July 2024 Purchase Agreement, the shares would represent approximately 24% of the outstanding Class A Common Stock as of August 7, 2024.

In addition to this prospectus, we have filed an additional prospectus (the "Resale Prospectus") that relates to the offer and sale from time to time by the Selling Securityholders Additional Sellers of (a) 19,905,953 shares of Class A Common Stock, which include up to (i) 5,646,701 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 that were issued as consideration to certain former stockholders of Legacy Mobix in the Merger (valued at $10.00 per share at the time of the Merger), (ii) 1,784,517 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") with exercise prices ranging from $0.17 to $6.84 per share, (iii) 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") with an exercise price of $0.01 per share, (iv) 1,975,000 shares of Class A Common Stock issued to certain investors (the "PIPE Investors") in private placements in connection with the Merger (the "PIPE Shares") at a cash price of $10.00, (v) 1,750,000 shares of Class A Common Stock (the "PIPE Warrant Shares") issued to the PIPE Investors with an exercise price of $0.01 per share, which, when combined with the purchase price of the PIPE Shares, results in a weighted average price for the PIPE Shares of $5.03 per PIPE Share, (vi) 1,341,369 shares of Class A Common Stock (the "Founder Shares") issued at a price of $0.0009 per share, (vii) 471,919 shares of Class A Common Stock (the "Sponsor PIPE Shares") that were issued to Chavant Capital Partners LLC (the "Sponsor") at a price of $10.00 per share and have been distributed to its members, (viii) 280,000 shares of Class A Common Stock (the "Advisor Shares") that were issued to the Representatives (as defined below) in lieu of cash fees and reimbursement of expenses pursuant to the Business Combination Marketing Agreement, dated as of July 19, 2021 (valued at $10.00 per share at the time of the Merger), (ix) an additional 1,052,030 Make -Whole Shares, and (x) 12,496 shares issued in settlement of litigation (the "Settlement Shares"), and (b) 3,000,000 Private Placement Warrants. This The Resale Prospectus also relates to the issuance by us of up to (i) 6,000,000 Public Warrant Share Shares that are issuable by us upon the exercise of the Public Warrants sold as part of the units in the Chavant IPO at a price of $10.00 with each unit consisting of one Class A Ordinary Share of Chavant and three -quarters of one Public Warrant, and (ii) 3,000,000 shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants. In addition to this prospectus, we have filed the Additional Prospectus that relates to the offer and sale from time to time by B. Riley of up to 9,500,000 shares of Class A Common Stock, which we may elect in our sole discretion to issue and sell to B. Riley under the Purchase Agreement from time to time. Assuming the issuance of all of the Offered Securities being registered for resale pursuant this prospectus, the Offered Securities would represent approximately 52.1% of the outstanding shares of Class A Common Stock as of May 1, 2024.

We have also filed the B. Riley Prospectus that relates to the offer and sale from time to time by B. Riley of up to 9,500,000 shares of Class A Common Stock, which we may elect in our sole discretion to issue and sell to B. Riley under the Purchase Agreement from time to time. Assuming the issuance of all of the shares being registered for resale pursuant to the B. Riley Prospectus, the securities would represent approximately 25.11% of the outstanding shares of Class A Common Stock as of August 7, 2024.

As of the date of this prospectus, the price at which our shares of Class A Common Stock trades is lower than the initial trading price of the shares sold pursuant to the Chavant IPO. Despite the differences in the trading price of our securities and the initial trading price of the securities of Chavant, certain of the Selling Securityholders may be incentivized to sell their shares because they may experience a positive rate of return on the securities that they purchased due to the differences in the purchase prices described in the preceding paragraph and the public trading price of our securities. Based on the closing price of our shares of Class A Common Stock of $3.32 $1.00 as of May 1, August 7, 2024, upon the sale of our shares of Class A Common Stock, the Selling Securityholders, who obtained their offered securities at prices or values below the current market price, may experience a potential profit as follows: (i) the PIPE Investors and members of the Sponsor with respect to the sale of Sponsor PIPE Shares may experience a potential loss of up to $6.68 $9.00 per share (based on the weighted average price at which the PIPE Shares were purchased), however they would receive a potential profit of up to $3.32 $1.00 upon the sale of any Make -Whole Shares they receive, (ii) the members of the Sponsor and other holders of Founder Shares may experience a potential profit of up to $3.32 $1.00 per share, (iii) the Legacy Mobix holders may receive a potential profit of up to $3.32 $1.00 upon the sale of Equity Award Shares with respect to Equity Awards (less the applicable exercise price of between $0.17 to $6.84 per share), (iv) holders of Legacy Warrant Shares would receive a potential profit of up to $3.31, $0.99, and (v) the Representatives would receive a potential loss of up to $2.77 $5.09 per share upon the sale of the Advisor Shares. Based on the closing price of the Public Warrants of $0.15 $0.199 as of May 28, August 7, 2024, upon the sale of the Private Placement Warrants, the members of the Sponsor may experience a potential loss of up to $0.7547 $5.59 per Private Placement Warrant. Other holders, 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 Stockholders described above were issued the securities they hold and the current trading price of the Class A Common Stock and the Public Warrants.

The shares of Class A Common Stock and Warrants being offered for resale in this prospectus and the Purchase Shares Additional Securities being offered for resale in the Additional Prospectus Prospectuses represent 119.5% approximately 167% of the total outstanding shares of our Class A Common Stock, a substantial percentage of the total outstanding shares of our shares of Class A Common Stock, as of May 1, 2024. The Purchase Shares being offered in the Additional Prospectus represent approximately 38.6% of our outstanding shares of Class A Common Stock, whereas the Selling Securityholders beneficially own approximately 60.7% of our currently outstanding Class A Common Stock, in each case, as of May 1, 2024. Additionally, if all the Private Placement Warrants are exercised, the Selling Securityholders would own an additional 3,000,000 shares of Class A Common Stock, representing approximately 10.9% of the total outstanding shares of Class A Common Stock as of May 1, August 7, 2024.

The sale of the Purchase Shares Additional Securities being offered pursuant to the Additional Prospectus, Prospectuses, together with the sale of the Offered Securities shares held by the Selling Securityholders Stockholders pursuant to this prospectus, or the perception that these sales could occur, could result in a significant decline in the public trading price of our shares of Class A Common Stock.

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In the event that we are unable to remain in compliance with Nasdaq's continued listing standards, Nasdaq may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions.

Currently, the Class A Common Stock and the Public Warrants are traded on Nasdaq. However, we cannot assure you that our securities will continue to be listed on Nasdaq in the future. In order to continue listing our securities on Nasdaq, we are required to maintain certain financial, distribution, and stock price levels. We are required to maintain a minimum market capitalization (generally $50 million) and a minimum number of holders of our listed securities (generally 400 public holders). On August 9, 2024, we received a delinquency notification letter (the "Notice") from Nasdaq's Listing Qualifications Staff due to the non -compliance with Nasdaq Listing Rule 5550(b)(2) as a result of our failure to maintain a minimum Market Value of Listed Securities of $50 million. The Notice has no immediate effect on the listing of our shares of Class A Common Stock on Nasdaq and we have a period of 180 calendar days in which to regain compliance. However, if we fail to timely regain compliance with the rule, our shares will be subject to delisting from Nasdaq.

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over -the-counter market. If this were to occur, we could face significant material adverse consequences, including:

• a limited availability of market quotations for our securities;

• reduced liquidity for our securities;

• a determination that the Class A Common Stock is a "penny stock," which will require brokers trading in the Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

• a limited amount of news and analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." Since the Class A Common Stock and the Public Warrants are listed on Nasdaq, they are covered securities. If we are no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

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The dual class structure of our Class A Common Stock has the effect of concentrating voting control with the holders of our Class B Common Stock, most of whom are our directors or management; this will limit or preclude your ability to influence corporate matters.

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Furthermore, notwithstanding the Beneficial Ownership Limitation pursuant to the July 2024 Purchase, Agreement, so long as the Additional registration statement of which this prospectus forms a part remains effective and usable, and the Purchase Agreement has not been terminated, B. Riley Selling Stockholders may purchase up to 9,500,000 Purchase Shares exercise the Pre -Funded Warrant and the PIPE Common Warrants from time to time, pursuant to the Purchase Agreement, which represent approximately 38.6% 24% of our currently outstanding shares of Class A Common Stock as of May 1, August 7, 2024, and may continuously resell some of all of the Purchase shares purchased from us to the public market at any time and as needed to not exceed the Beneficial Ownership Limitation.

In addition to the Additional this prospectus, pursuant to the Amended and Restated Registration Rights and Lock -Up Agreement and other subscription agreements entered into in connection with the Closing, we filed this a registration statement of which this the Additional Prospectus forms a part with the SEC to register for resale 19,905,953 shares of Class A Common Stock held by the Selling Securityholders, Additional Sellers, including shares issued, or issuable, to the Representatives and their designees, certain equityholders of Chavant (collectively with the Sponsor and its members, 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"). Prior to the expiration or termination of the applicable provisions of the Amended and Restated Registration Rights and Lock -Up Agreement, the 12,141,466 Founder Shares and "Legacy Mobix Lock -up Shares" (as defined in the Amended and Restated Registration Rights and Lock -Up Agreement and, together with the Founder Shares, the "Lock -Up 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.

At any time after the expiration of a lock -up period applicable to the Lock -Up Shares, so long as this registration statement of which this prospectus forms a part remains effective and usable, the Selling Securityholders, Additional Sellers, who beneficially own approximately 34.4% 136% of our current outstanding Class A Common Stock as of May 1, August 7, 2024, will be able to sell some or all of such Lock -Up Shares pursuant to this prospectus the Additional Prospectuses and at the same time as B. Riley reselling the Purchase Selling Stockholders are reselling shares if any, pursuant to the Additional this prospectus.

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Moreover, continuous sales of a substantial number of our shares of Class A Common Stock in the public market pursuant to both the Additional Prospectus Prospectuses and this prospectus (which equals approximately 122.8% 167% of the total outstanding shares of our Class A Common Stock as of May 1, August 7, 2024, calculated as 9,500,000 8,834,533 shares of Class A Common Stock potentially issuable to B. Riley the Selling Stockholders plus the 19,905,953 shares of Class A Common Stock Additional Securities being offered by the Selling Securityholders, Additional Sellers, divided by 24,609,287 28,334,303 currently outstanding shares of Class A Common Stock), or the perception that these sales might occur, could depress the market price of our securities. The frequency of such sales could cause the market price of our securities to decline or increase the volatility in the market price of our securities.

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As of March 31, August 7, 2024, we have warrants outstanding, which are exercisable to purchase an aggregate of 12,320,020 21,196,528 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. However, when the market price for our Class A Common Stock is less than $5.79 (i.e., when the Public Warrants and Private Placement Warrants are "out of the money"), which it is at the time of this prospectus, we believe that warrant holders will be unlikely to exercise their Public Warrants and Private Placement Warrants.

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In the event that we are unable to remain in compliance with Nasdaq's continued listing standards, Nasdaq may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions.

Currently, the Class A Common Stock and the Public Warrants are traded on Nasdaq. However, we cannot assure you that our securities will continue to be listed on Nasdaq in the future. In order to continue listing our securities on Nasdaq, we are required to maintain certain financial, distribution, and stock price levels. We are required to maintain a minimum market capitalization (generally $50 million) and a minimum number of holders of our listed securities (generally 300 public holders).

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over -the-counter market. If this were to occur, we could face significant material adverse consequences, including:

• a limited availability of market quotations for our securities;

• reduced liquidity for our securities;

• a determination that the Class A Common Stock is a "penny stock," which will require brokers trading in the Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

• a limited amount of news and analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." Since the Class A Common Stock and the Public Warrants are listed on Nasdaq, they are covered securities. If we are no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

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Use of proceeds 5 changes

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. When the market price for our Class A Common Stock is less than $5.79 (i.e., when the Public Warrants and Private Placement Warrants are "out of the money"), which it is at the time of this prospectus, we believe that warrant holders will be unlikely to exercise their Public Warrants and Private Placement 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 will not receive any of the proceeds from the sale of the Class A Common Stock by the Selling Stockholders. Certain of the shares offered hereby are issuable upon the exercise of the Warrants. Upon exercise of such Warrants for cash, we will receive the applicable cash exercise price paid by the holders of the Warrants for gross proceeds of approximately $8.4 million (assuming the full exercise of the Warrants). However, we cannot predict when and in what amounts or if the Warrants will be exercised by payments of cash and it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds. In addition, upon exercise of any of the Series A Common Warrant or the Series B Common Warrant, we will pay the Placement Agent a cash fee equal to 7.0% of the gross proceeds received from the exercise thereof (including a 1.0% management fee) and will also issue to the Placement Agent (or its designees) additional Placement Agent Warrants to purchase a number of shares of Common Stock equal to 7% of the aggregate number of shares of Class A Common Stock issued upon such exercise of the Series A Common Warrant or the Series B Common Warrant.

We expect intend to use the net any proceeds received by us from the cash exercise of the Public Warrants, if any, for working capital, potential future acquisitions of complementary businesses, products, services, or technologies, and general corporate purposes. However, we have no current understandings, agreements or commitments for any specific material acquisitions at this time. We will have broad discretion over the use of any proceeds from the exercise of the Public Warrants. Our ability to continue funding our existing and future operations is not dependent upon receiving cash proceeds from the exercise of any Warrants.

Market price of the class a common stock and dividends 2 changes

2 unchanged paragraphs

On May 28, August 9, 2024, the last sale price of the Class A Common Stock and the Public Warrants as reported on Nasdaq were $2.29 $1.06 per share and $0.15 $0.17 per warrant, respectively.

As of May 1, August 7, 2024, there were 24,609,287 28,334,303 shares of Class A Common Stock outstanding held of record by 278 275 holders, 2,254,901 shares of Class B Common Stock outstanding held of record by 7 holders and Public Warrants to purchase 6,000,000 shares of Class A Common Stock outstanding held of record by 1 holder. The number of record holders does not include The Depository Trust Company participants or beneficial owners holding shares or Public Warrants through banks, brokers, other financial institutions or other nominees.

1 unchanged paragraph

Unaudited pro forma condensed combined financial statements 5 changes

1 unchanged paragraph

The unaudited pro forma condensed combined statements of operations for the six months ended March 31, 2024 and the year ended September 30, 2023 present the consolidated results of operations of Mobix Labs after giving pro forma effect to Mobix Labs' acquisition (the "Acquisition") of EMI Solutions, which Mobix Labs completed on December 18, 2023, as if the Acquisition had occurred on October 1, 2022. The unaudited pro forma condensed combined statements of operations have been prepared in accordance with Article 11 of Regulation S -X as amended by the final rule, Release 33 -10786 "Amendments to Financial Disclosures about Acquired and Disposed Businesses." No unaudited pro forma condensed combined balance sheet is presented because Mobix Labs' historical unaudited condensed consolidated balance sheet of as of March 31, 2024 reflects the acquisition of EMI Solutions. The unaudited pro forma condensed combined financial information does not give effect to the Committed Equity Facility with B. Riley Principal Capital II executed on March 18, 2024 or the Private Placement consummated on July 24, 2024. The July Private Placement prohibits Mobix Labs from selling shares of Class A Common Stock in variable rate transactions, which includes sales pursuant to the B. Riley Purchase Agreement, until the one -year anniversary of the date the registration statement of which this prospectus forms a part is effective.

5 unchanged paragraphs

Mobix Labs (Historical)

Solutions (Historical)

12 unchanged paragraphs

Net income (loss) available to common stockholders

7 unchanged paragraphs

Solutions (Historical)

32 unchanged paragraphs

MD&A 11 changes

1 unchanged paragraph

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 AOCs, 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 interconnect products, which were acquired in the EMI Solutions acquisition, are designed for, and are currently used in aerospace, military, defense and medical applications. Our wireless systems solutions, which were acquired in the acquisition of RaGE Systems, include products for 5G communications, mmWave imaging, and software defined radio targeting the commercial, industrial, and defense and aerospace sectors. These innovative technologies are designed for large and rapidly growing markets where there is increasing demand for higher performance communication and filtering systems which utilize an expanding mix of both wireless and connectivity technologies.

1 unchanged paragraph

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.

1 unchanged paragraph

July 2024 Private Placement

On July 24, 2024, we consummated the July 2024 Private Placement and issued a Pre -Funded Warrant to purchase up to 2,877,698 shares of Class A Common Stock, a Series A Common Warrant to purchase up to 2,877,698 shares of Class A Common Stock and a Series B Common Warrant to purchase up to 2,877,698 shares of Class A Common Stock to an accredited investor. The aggregate gross proceeds from the July 2024 Private Placement were approximately $4.0 million, before deducting the Placement Agent's fees and related offering expenses. We intend to use the net proceeds from the July 2024 Private Placement for working capital, for potential future acquisitions and operational expenses associated therewith. See "Summary of the Prospectus — Recent Developments — July 2024 Private Placement" for more information.

2 unchanged paragraphs

Aggregate consideration for the acquisition was $12,000, consisting of 3,214,045 shares of our Class A Common Stock and $2,000 in cash, of which $200 was payable on the closing date; $1,000 will be payable on November 15, 2024 and $800 will be payable on April 15, 2025. We also entered into employment agreements with each of the RaGE stockholders. Pursuant to the RaGE Business Combination Agreement, the RaGE stockholders will also be entitled to receive possible the RaGE Earn -Out payments of up to $8,000 over eight fiscal quarters, payable in a combination of cash and shares of our Class A Common Stock, based upon the satisfaction of certain financial metrics and continued employment with us. The RaGE Business Combination Agreement also provides the RaGE stockholders with "piggy -back " registration rights, subject to certain requirements and customary conditions.

1 unchanged paragraph

On March 18, 2024, we entered into the B. Riley Purchase Agreement and B. Riley Registration Rights Agreement. with B. Riley. Pursuant to the B. Riley 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 9,500,000 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 B. Riley Purchase Agreement. However, the July 2024 Purchase Agreement prohibits us from selling shares of Class A Common Stock in variable rate transactions, which includes sales pursuant to the B. Riley Purchase Agreement, until the one year anniversary of the date the registration statement of which this prospectus forms a part is effective. See "Summary of the Prospectus — Recent Developments — Committed Equity Facility" for more information.

3 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 interconnect products, including 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 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.

104 unchanged paragraphs

In March 2024, we entered into the Purchase Agreement and a related Registration Rights Agreement with 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 Purchase Shares (subject to certain limitations) from time to time. 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, less a three percent discount. As of March 31, 2024, we had not sold any shares under the Purchase Agreement. The amount and timing of the proceeds, if any, that we may receive from the sale of shares of Class A Common Stock pursuant to the Purchase Agreement 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 our Class A Common stock and our payment of the cash commitment fee.

Our capital resources consist principally of cash on hand.

In July 2024, we completed a private placement wherein we issued unregistered pre -funded warrants to purchase up to 2,877,698 unregistered shares of our Class A Common Stock and unregistered warrants to purchase an aggregate of 5,755,396 shares of our Class A Common Stock ("PIPE Common Warrants") to the purchaser. We received gross proceeds from the Private Placement of $4,000, before payment of fees and expenses to the placement agent of $405. For additional information, see "Private Placement," above and the notes to our unaudited condensed consolidated financial statements included in this elsewhere in this prospectus.

4 unchanged paragraphs

We incurred a loss from operations of $25,831 for the six months ended March 31, 2024, and we incurred losses from operations of $35,544 and $23,714 for the years ended September 30, 2023 and 2022, respectively. As of March 31, 2024, we had an accumulated deficit of $85,241. We have historically financed our operations through the issuance and sale of equity securities and the issuance of debt. We expect to continue to incur operating losses and negative cash flows from operations for the foreseeable future and will need to raise additional debt or equity financing to fund our continuing operations, product development plans and capital expenditure requirements, to service our debt obligations and to make strategic investments. While we recently entered into the Committed Equity Facility to raise additional capital, the amount and timing of the proceeds, if any, that we may receive from the sale of shares of Class A Common Stock thereunder 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 our Class A Common stock and our payment of the cash commitment fee. We believe that there is substantial doubt concerning our ability to continue as a going concern as we currently do not have adequate liquidity to meet our operating needs and satisfy our obligations beyond the next approximately ninety days.

45 unchanged paragraphs

Business 7 changes

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 AOCs, 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 EMI filtering interconnect products, which were acquired in the EMI Solutions acquisition, are designed for, and are currently used in aerospace, military, defense and medical applications. Our wireless systems solutions, which were acquired in the RaGE Systems, Inc. ("RaGE Systems") acquisition, include products for 5G communications, mmWave imaging, and software defined radio targeting the commercial, industrial, and defense and aerospace sectors. These innovative technologies are designed for large and rapidly growing markets where there is increasing demand for higher performance communication and filtering systems which utilize an expanding mix of both wireless and connectivity technologies.

1 unchanged paragraph

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.

1 unchanged paragraph

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 interconnect products, including 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 in cash. We valued the common stock at $8,900, 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.

6 unchanged paragraphs

Electromagnetic Filtering: The global EMI filter market is experiencing significant growth due to the increasing demand for noise reduction in electronic devices, including wireless mmWave 5G devices. The growing complexity of electronic systems and the proliferation of communication technologies are driving the market growth. Our EMI filtering devices are designed to reduce electromagnetic interference and allow for effective functioning of electronic communication systems. Furthermore, the rise in adoption of electric vehicles and renewable energy sources has led to greater demand for electromagnetic interference filters in the automotive and energy sectors. The increasing use of electronics in automotive applications, such as advanced driver -assistance systems and infotainment systems, has also fueled the market growth.

Our EMI filtering devices are designed to reduce electromagnetic interference and allow for effective functioning of electronic communication systems. Furthermore, the rise in adoption of electric vehicles and renewable energy sources has led to greater demand for electromagnetic interference filters in the automotive and energy sectors. The increasing use of electronics in automotive applications, such as advanced driver -assistance systems and infotainment systems, has also fueled the market growth.

37 unchanged paragraphs

Historically, we have generated substantially all of our revenues from the sale of our connectivity products since the commencement of our operations. Plantronics B.V., a global provider of video and phone solutions (which has been acquired by HP Inc.), has accounted for 79% and 73% of our net revenue for the years ended September 30, 2023 and 2022, respectively, and 55% of our net revenue for the three months ended December 31, 2023. Plantronics B.V. purchases our connectivity products on a purchase order basis. With the recent acquisition of EMI Solutions, a manufacturer of interconnect products, including electromagnetic interference filtering products for aerospace, military, defense, and medical applications, we expect a more diversified customer concentration.

15 unchanged paragraphs

On July 3, 2024, plaintiff Manuchehr Neshat filed a lawsuit against us in the Superior Court of California for the County of Orange. The lawsuit alleges a single claim for breach of contract relating to amounts owed to Neshat under a promissory note, and seeks $1,344,642.96 in damages, interest, attorneys' fees and costs of suit. We intend to defend against the lawsuit. We are unable to predict the final outcome of this matter, but we do not believe that it will have a material impact on our results of operations or financial position as we have recognized a liability for the principal and accrued interest owed to Mr. Neshat under the promissory note on our condensed consolidated balance sheets as of September 30, 2023 and March 31, 2024.

1 unchanged paragraph

Executive and director compensation 1 change

8 unchanged paragraphs

Compensation ($) (3)

76 unchanged paragraphs

Description of the securities 6 changes

3 unchanged paragraphs

As of May 1, August 7, 2024, there were 24,609,287 28,334,303 shares of Class A Common Stock outstanding, 2,254,901 shares of Class B Common Stock outstanding and no shares of Preferred Stock outstanding.

43 unchanged paragraphs

Pursuant to the July 2024 Purchase Agreement, on July 24, we issued a Pre -Funded Warrant to purchase up to 2,877,698 shares of Class A Common Stock to an accredited investor. The Pre -Funded Warrant has an exercise price of $0.001 per share, is immediately exercisable upon issuance and will expire when exercised in full. Under the terms of the Pre -Funded Warrant, we may not affect the exercise of any such Pre -Funded Warrant, and the holder will not be entitled to exercise any portion of any Pre -Funded Warrant, if, upon giving effect to such exercise, the aggregate number of shares of Class A Common Stock beneficially owned by the holder (together with its affiliates, other persons acting or who could be deemed to be acting as a group together with the holder or any of the holder's affiliates, and any other persons whose beneficial ownership of Common Stock would or could be aggregated with the holder's or any of the holder's affiliates for purposes of Section 13(d) or Section 16 of the Exchange Act would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Limitation"), as such percentage ownership is calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the SEC, provided, however , that the holder may increase or decrease the Beneficial Ownership Limitation by giving notice to us, with any such increase not taking effect until the sixty -first day after such notice is delivered to us but not to any percentage in excess of 9.99%.

Series A Common Warrants and Series B Common Warrants

Pursuant to the July 2024 Purchase Agreement, on July 24, we issued a Series A Common Warrant and a Series B Common Warrant, each to purchase up to 2,877,698 shares of Class A Common Stock, to an accredited investor. The PIPE Common Warrants have an exercise price of $1.39 per share and will be exercisable beginning on the effective date of the Stockholder Approval. The Series A Common Warrant will expire five years from the Stockholder Approval and the Series B Common Warrant will expire twelve months from the Stockholder Approval.

Placement Agent Warrants

As compensation in connection with the July 2024 Private Placement, we issued to the Placement Agent or its designees upon closing of the July 2024 Private Placement the Placement Agent Warrants to purchase up to 201,439 shares of Class A Common Stock (which represents 7.0% of the Pre -Funded Warrant sold in the July 2024 Private Placement) at an exercise price of $1.7375 per share (which represents 125% of the offering price per share of Class A Common Stock in the July 2024 Private Placement). The Placement Agent Warrants will be exercisable beginning on the effective date of the Stockholder Approval and will expire five years thereafter. Upon any exercise for cash of the PIPE Common Warrants, we must pay the Placement Agent a cash fee of 7.0% of the aggregate gross exercise price paid in cash, a management fee of 1.0% of the aggregate gross exercise price paid in cash and shall also issue warrants to the Placement Agent (or its designees) to purchase the number of shares of Class A Common Stock equal to 7.0% of the aggregate number of such shares of Class A Common Stock underlying the PIPE Common Warrants.

36 unchanged paragraphs

Principal stockholders 30 changes

The following table sets forth information known to the Company us regarding the beneficial ownership of shares of Class A Common Stock and Class B Common Stock by:

1 unchanged paragraph

• each of the Company's our named executive officers and directors; and

• all of the Company's our executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. In computing the number of shares of Class A Common Stock and Class B Common Stock beneficially owned by a person and the percentage ownership, the Company we deemed outstanding shares of Class A Common Stock and Class B Common Stock subject to options and warrants held by that person that are currently exercisable or exercisable within 60 days of May 1, August 7, 2024. The Company We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the Company believes we believe that all persons named in the table have sole voting and investment power with respect to all shares of Class A Common Stock and Class B Common Stock beneficially owned by them.

1 unchanged paragraph

The percentage ownership of Class A Common Stock and Class B Common Stock is based on 24,609,287 28,334,303 shares of Class A Common Stock and 2,254,901 shares of Class B Common Stock, respectively, outstanding as of May 1, August 7, 2024.

5 unchanged paragraphs

Chavant Family Office LLC (6) (7)

Sage Hill Investors, LLC (7) (8)

Armistice Capital, LLC (9)

2 unchanged paragraphs

(2) Includes 318,204 shares of Class A Common Stock and 125,000 shares of Class B Common Stock held of record by The Battaglia Trust. Fabian Battaglia is Trustee of The Battaglia Trust and may be deemed to have voting and investment power over securities held thereby. Includes options to purchase 323,529 shares of Class A Common Stock exercisable within 60 days of the date of this prospectus. August 7, 2024.

(3) Includes (i) 171,146 shares of Class A Common Stock and 125,000 shares of Class B Common Stock held of record by The KSSF Trust, dated November 27, 2012 (the "KSSF Trust"), (2) 73,529 shares of Class A Common Stock held of record by The KSLI Trust, dated December 7, 2012 (the "KSLI Trust"), (iii) 73,529 shares of Class A Common Stock held of record by The SSLI Trust dated December 7, 2012 ("SSLI Trust"). Keyvan Samini is Trustee of The KSSF Trust and The SSLI Trust, and may be deemed to have voting and investment power over securities held thereby. Keyvan Samini's spouse is the Trustee of The KSLI Trust and may be deemed to have voting and investment power over securities held thereby. Includes options to purchase 323,529 shares of Class A Common Stock exercisable within 60 days of the date of this prospectus. August 7, 2024.

(4) Includes options to purchase 36,850 shares of Class A Common Stock exercisable within 60 days of the date of this prospectus. August 7, 2024.

(5) Includes options to purchase 153,416 shares of Class A Common Stock exercisable within 60 days of the date of this prospectus. August 7, 2024.

(6) Includes 128,570 Make -Whole Shares, which Chavant agreed to issue to certain investors in the event that the VWAP per share of the Class A Common Stock during the thirty -day period commencing on August 1, 2024 is less than $10.00 per share. The Make -Whole Shares have not been issued as of the date hereof.

(6) (7) Includes 1,241,552 Private Placement Warrants and 795,958 shares of Class A Common Stock held by Chavant Family Office LLC. Dr. Jiong Ma is the sole member of Chavant Family Office LLC and has voting and dispositive power over the securities held directly by Chavant Family Office LLC. The business address of Chavant Family Office LLC and Dr. Ma is 445 Park Avenue, 9 th Floor, New York, NY 10022. In addition, the amount shown in the table reflects an additional 12,944 Make -Whole Shares, which Chavant agreed to issue to certain investors in the event that the VWAP per share of the Class A Common Stock during the thirty -day period commencing on August 1, 2024 is less than $10.00 per share. The Make -Whole Shares have not been issued as of the date hereof.

(7) (8) Includes 1,500,000 shares of Class A Common Stock issued to Sage Hill at the Closing pursuant to the Sage Hill PIPE Subscription Agreement. The business address of Sage Hill is 1307 Carter Street, Chattanooga, TN 37402. In addition, the amount shown in the table does not reflect reflects an additional (i) 1,500,000 shares of Class A Common Stock issuable upon exercise of the Sage Hill Warrant, as although the exercise of the Sage Hill Warrant is subject to stockholder approval, and (ii) 642,857 Make -Whole Shares, which Chavant agreed to issue to certain investors in the event that the VWAP per share of the Class A Common Stock during the thirty -day period commencing on August 1, 2024 is less than $10.00 per share. The Make -Whole Shares have not been issued as of the date hereof.

(9) Represents 2,877,698 shares of Class A Common Stock issuable upon the exercise of the Pre -Funded Warrant directly held by Armistice Capital Master Fund LTD., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Excludes: 5,755,396 shares issuable upon the exercise of Series A Common Warrant and Series B Common Warrant that are only exercisable upon the receipt of the Stockholder Approval. The Pre -Funded Warrant is subject to a beneficial ownership limitation of 9.99% and the Series A Common Warrant and the Series B Common Warrant each is subject to a beneficial ownership limitation of 4.99%, which limitations restrict the holder and its affiliates owning, after exercise, a number of shares of Class A Common Stock in excess of the beneficial ownership limitation. The address of Master Fund is c/o Armistice Capital, LLC, 510 Madison Avenue, 7 th Floor, New York, NY 10022.

SELLING STOCKHOLDERS

The Class A Common Stock being offered by the Selling Stockholders are those issuable to the Selling Stockholders upon exercise of the Warrants. For additional information regarding the issuances of those Warrants, see "Summary of the Prospectus — Recent Developments — July 2024 Private Placement" above. We are registering the shares of Class A Common Stock in order to permit the Selling Stockholders to offer the shares for resale from time to time. Except for the ownership of the Warrants, the Selling Stockholders have not had any material relationship with us within the past three years.

The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of Class A Common Stock by each of the Selling Stockholders. The second column lists the number of shares of Class A Common Stock beneficially owned by each Selling Stockholder, based on its ownership of the Warrants, as of July 22, 2024, assuming exercise of the Warrants that are exercisable within 60 days of July 22, 2024, held by the Selling Stockholders on that date, without regard to any limitations on exercises.

The third column lists the shares of Class A Common Stock being offered by this prospectus by the Selling Stockholders.

In accordance with the terms of the July 2024 Registration Rights Agreement, this prospectus generally covers the resale of the maximum number of shares of Class A Common Stock issuable upon exercise of the Warrants issued to the Selling Stockholders, as described above under "Summary of the Prospectus — Recent Developments — July 2024 Private Placement," determined as if the outstanding Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the July 2024 Registration Rights Agreement, without regard to any limitations on the exercise of the Warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus.

Under the terms of the Warrants, a Selling Stockholder may not exercise any such Warrants to the extent such exercise would cause such Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding Class A Common Stock following such exercise, excluding for purposes of such determination shares of Class A Common Stock issuable upon exercise of such Warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution."

Name of Selling Securityholder

Armistice Capital, LLC (1)

Michael Vasinkevich (2)

Charles Worthman (2)

(1) The number of shares beneficially owned prior to this offering represents 2,877,698 shares of Class A Common Stock issuable upon the exercise of the Pre -Funded Warrant directly held by Master Fund, and may be deemed to be beneficially owned by: (i) Armistice Capital, as the investment manager of Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The maximum number of shares to be sold pursuant to this prospectus includes 2,877,698 shares of Class A Common Stock issuable upon the exercise of the Pre -Funded Warrant and 5,755,396 shares issuable upon the exercise of Series A Common Warrant and Series B Common Warrant that are only exercisable upon the receipt of the Stockholder Approval.

The Pre -Funded Warrant is subject to a beneficial ownership limitation of 9.99% and the Series A Common Warrant and the Series B Common Warrant each is subject to a beneficial ownership limitation of 4.99%, which limitations restrict the holder and its affiliates owning, after exercise, a number of shares of Class A Common Stock in excess of the beneficial ownership limitation. The address of Master Fund is c/o Armistice Capital, LLC, 510 Madison Avenue, 7 th Floor, New York, NY 10022.

(2) The Selling Stockholder is affiliated with the Placement Agent, a registered broker dealer with a registered address of H.C. Wainwright & Co., LLC, 430 Park Ave, 3 rd Floor, New York, NY 10022, and has sole voting and dispositive power over the securities held. The number of shares beneficially owned prior to this offering consist of shares of Class A Common Stock issuable upon exercise of Placement Agent Warrants, which were received as compensation in connection with the July 2024 Private Placement. The Selling Stockholder acquired the Placement Agent Warrants in the ordinary course of business and, at the time the Placement Agent Warrants were acquired, the Selling Stockholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities.

Plan of distribution 36 changes

The Selling Securityholders, which as used herein includes donees, pledgees, transferees, distributees or other successors -in-interest selling shares of Class A Common Stock or Private Placement Warrants or interests in our Class A Common Stock or Private Placement Warrants received after the date of this prospectus from the Selling Securityholders as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer, distribute or otherwise dispose of certain of their shares of Class A Common Stock or Private Placement Warrants or interests in our Class A Common Stock or Private Placement Warrants on any stock exchange, market or trading facility on which shares of our Class A Common Stock or Private Placement Warrants, as applicable, are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The Selling Securityholders may use any method permitted under applicable law, including one or more of the following methods when disposing of their shares of Class A Common Stock or Private Placement Warrants or interests therein:

Each Selling Stockholder of the securities and any of their pledgees, assignees and successors -in-interest may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:

1 unchanged paragraph

• one or more underwritten offerings;

• block trades in which the broker -dealer will attempt to sell the shares of Class A Common Stock or Private Placement Warrants securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker -dealer as principal and resale by the broker -dealer for its accounts; account;

2 unchanged paragraphs

• distributions to their employees, members, partners or shareholders;

• in "at the market" offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents;

• short sales effected after the date of the registration statement of which this prospectus is a part is declared effective by the SEC;

• settlement of short sales;

• in transactions through broker -dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

1 unchanged paragraph

• in market transactions, including transactions on a national securities exchange or quotations service or over -the-counter market;

• directly to one or more purchasers;

• delayed delivery requirements;

• in settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

• by pledge to secure debts and other obligations;

• broker -dealers may agree with the Selling Securityholders to sell a specified number of such shares of Class A Common Stock or Private Placement Warrants at a stipulated price per share or warrant; and • a combination of any such methods of sale.

The Selling Securityholders may, from time to time, pledge or grant a security interest in some shares of our Class A Common Stock or Private Placement Warrants owned by them and, if a Selling Securityholder defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell such shares of Class A Common Stock or Private Placement Warrants, as applicable, from time to time, under this prospectus, or under an amendment or supplement to this prospectus amending the list of the Selling Securityholders to include the pledgee, transferee or other successors in interest as the Selling Securityholders under this prospectus. The Selling Securityholders also may transfer shares of our Class A Common Stock or Private Placement Warrants in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The aggregate proceeds to the Selling Securityholders from the sale of shares of our Class A Common Stock or Private Placement Warrants offered by them will be the purchase price of such shares of our Class A Common Stock or Private Placement Warrants less discounts or commissions, if any. The Selling Securityholders reserve the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of share of our Class A Common Stock or Private Placement Warrants to be made directly or through agents. We will not receive any of the proceeds from any offering by the Selling Securityholders.

The Selling Securityholders also may in the future resell a portion of our Class A Common Stock or Private Placement Warrants in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule, or pursuant to other available exemptions from the registration requirements of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of shares of our Class A Common Stock or Private Placement Warrants may be underwriting discounts and commissions under the Securities Act. If any Selling Securityholder is an "underwriter" within the meaning of Section 2(11) of the Securities Act, then the Selling Securityholder will be subject to the prospectus delivery requirements of the Securities Act. Underwriters and their controlling persons, dealers and agents may be entitled, under agreements entered into with us and the Selling Securityholders, to indemnification against and contribution toward specific civil liabilities, including liabilities under the Securities Act.

To the extent required, our Class A Common Stock or Private Placement Warrants to be sold, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable discounts, commissions, concessions or other compensation with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post -effective amendment to the registration statement that includes this prospectus.

To facilitate the offering of shares of our Class A Common Stock or Private Placement Warrants offered by the Selling Securityholders, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of our Class A Common Stock or Private Placement Warrants. This may include over -allotments or short sales, which involve the sale by persons participating in the offering of more shares of Class A Common Stock or Private Placement Warrants than were sold to them. In these circumstances, these persons would cover such over -allotments or short positions by making purchases in the open market or by exercising their over -allotment option, if any. In addition, these persons may stabilize or maintain the price of our Class A Common Stock or Private Placement Warrants by bidding for or purchasing shares of Class A Common Stock or Private Placement Warrants in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if shares of Class A Common Stock or Private Placement Warrants sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of our Class A Common Stock or Private Placement Warrants at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

Under the Registration Rights Agreement and the PIPE Subscription Agreements, we have agreed to indemnify the Selling Securityholders party thereto against certain liabilities that they may incur in connection with the sale of the securities registered hereunder, including liabilities under the Securities Act, and to contribute to payments that the Selling Securityholders may be required to make with respect thereto. In addition, we and the Selling Securityholders may agree to indemnify any underwriter, broker -dealer or agent against certain liabilities related to the selling of the securities, including liabilities arising under the Securities Act.

We have agreed to pay all expenses in connection with this offering, other than underwriting fees, discounts, selling commissions, stock transfer taxes and certain legal expenses. The Selling Securityholders will pay, on a pro rata basis, any underwriting fees, discounts, selling commissions, stock transfer taxes and certain legal expenses relating to the offering.

The Selling Securityholders may use this prospectus in connection with resales of shares of our Class A Common Stock or Private Placement Warrants. This prospectus and any accompanying prospectus supplement will identify the Selling Securityholders, the terms of our Class A Common Stock or Private Placement Warrants and any material relationships between us and the Selling Securityholders. Selling Securityholders may be deemed to be underwriters under the Securities Act in connection with shares of our Class A Common Stock or Private Placement Warrants they resell and any profits on the sales may be deemed to be underwriting discounts and commissions under the Securities Act. Unless otherwise set forth in a prospectus supplement, the Selling Securityholders will receive all the net proceeds from the resale of shares of our Class A Common Stock or Private Placement Warrants.

A Selling Securityholder that is an entity may elect to make an in -kind distribution of Class A Common Stock or Private Placement Warrants to its members, partners or shareholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus. To the extent that such members, partners or shareholders are not affiliates of ours, such members, partners or shareholders would thereby receive freely tradable shares of Class A Common Stock or Private Placement Warrants pursuant to the distribution through a registration statement.

A holder of Warrants may exercise its Warrants in accordance with the Warrant Agreement on or before the expiration date set forth therein by surrendering, at the office of the warrant agent, Continental Stock Transfer & Trust Company, the certificate evidencing such Warrants, with the form of election to purchase set forth thereon, properly completed and duly executed, accompanied by full payment of the exercise price and any and all applicable taxes due in connection with the exercise of such Warrants, subject to any applicable provisions relating to cashless exercises in accordance with the Warrant Agreement.

• a combination of any such methods of sale; or

• any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), if available, rather than under this prospectus.

Broker -dealers engaged by the Selling Stockholders may arrange for other brokers -dealers to participate in sales. Broker -dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker -dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of shares of our Class A Common Stock or Private Placement Warrants the securities or interests therein, the Selling Securityholders Stockholders may enter into hedging transactions with broker -dealers or other financial institutions, which may in turn engage in short sales of our Class A Common Stock or Private Placement Warrants the securities in the course of hedging the positions they assume. The Selling Securityholders Stockholders may also sell shares of our Class A Common Stock or Private Placement Warrants securities short and deliver these securities to close out their short positions, or loan or pledge shares of our Class A Common Stock or Private Placement Warrants the securities to broker -dealers that in turn may sell these securities. The Selling Securityholders Stockholders may also enter into option or other transactions with broker -dealers or other financial institutions or the creation of create one or more derivative securities that which require the delivery to such broker -dealer or other financial institution of shares of our Class A Common Stock or Private Placement Warrants securities offered by this prospectus, which shares or warrants securities such broker -dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker -dealers or agents that are involved in selling the securities may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker -dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner -of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

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.

3 unchanged paragraphs

Note 10: Fair Value Measurements 2 changes

9 unchanged paragraphs

MOBIX LABS OPERATIONS, INC.

(formerly known as Mobix Labs, Inc.)

Note 11: Leases 16 changes

The Company leases its principal office from Alton Properties LLC, a company owned and controlled by its shareholders, each of whom are also executive officers of the Company. As of June 30, 2023, the lease has a remaining term of six months and expires in December 2023. The lease does not contain any residual value guarantees or restrictive covenants or renewal options. The lease requires a security deposit of $30,000, which is recorded in other assets on the balance sheet.

The Company has entered into operating leases for office space. The leases have remaining terms ranging from nine months to 3.9 years and expire at various dates through August 2027. The leases do not contain residual value guarantees or restrictive covenants. The lease covering the Company's 19,436 square foot headquarters in Irvine, California provides the Company an option to extend the lease for one additional five -year term, with rent at the then prevailing market rate. The lease requires a security deposit of $400, which is recorded in other assets on the Company's balance sheets.

The Company adopted ASC 842 using the modified retrospective method on July October 1, 2022. The Company determines if an arrangement is a lease at its inception. Right -of-use ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date. The lease term includes renewal options when it is reasonably certain that the option will be exercised and excludes termination options. To the extent that the Company's agreements have variable lease payments, the Company includes variable lease payments that depend on an index or a rate and excludes those that depend on facts or circumstances occurring after the commencement date, other than the passage of time. Lease expense is recognized on a straight -line basis over The lease term. The Company has elected Company's office leases require the package payment of practical expedients permitted under the transition guidance, common area maintenance charges, which does not require reassessment of prior conclusions related to contracts containing a lease, lease classification and initial direct are non -lease costs As an accounting policy election, the Company also and are excluded short -term leases (having a term of twelve months or less) from recognition as liabilities. Effective July 1, 2022, the Company recognized an measurement of the ROU asset assets and an operating lease liability of $169,380 liabilities. Lease expense for these leases is recognized on a straight -line basis over the balance sheet. lease term.

The Company has elected the package of practical expedients permitted under the transition guidance, which does not require reassessment of prior conclusions related to contracts containing a lease, lease classification and initial direct lease costs. As an accounting policy election, the Company also excluded short -term leases (having a term of twelve months or less) from recognition as liabilities and accounted for non -lease and lease components in a contract as a single lease component for certain asset classes.

Effective October 1, 2022, the Company recorded the impact on its balance sheet from the recognition of ROU assets and lease liabilities of $1,169 and $1,862, respectively. Liabilities for unamortized tenant improvement allowances and deferred rent totaling $693, previously recognized on the Company's balance sheet as of September 30, 2022, reduced the amount recognized as an ROU asset.

The following lease costs are included in the statement of operations and comprehensive loss for the year ended June September 30, 2023:

2 unchanged paragraphs

Information related to the Company's ROU assets and operating lease liabilities as of June 30, 2023:

The following table reconciles the undiscounted cash flows to the operating lease liabilities recorded on the balance sheet as of June 30, 2023:

Total minimum lease payments

Less imputed interest

Present value of future minimum lease payments

Less current obligations under lease

Long-term lease obligation

Cash paid for amounts included in the measurement of operating lease liabilities $ 114,600 Weighted-average for the year ended September 30, 2023 was $530. As of September 30, 2023, the weighted -average remaining lease term was 3.9 years, 0.5 Weighted-average and the weighted -average discount rate 2.8 % was 15.6%. The Company did not obtain any ROU assets in exchange for new operating or financing lease liabilities during the year ended June September 30, 2023. There were no leases that had not yet commenced as of September 30, 2023 that will create significant additional rights and obligations for the Company.

MOBIX LABS OPERATIONS, INC.

(formerly known as Mobix Labs, Inc.)

Note 6: LEASES (cont.) 20 changes

Irvine, California provides the Company an option to extend the lease for one additional five -year term, with rent at the then prevailing market rate. The lease requires a security deposit of $400, which is recorded in other assets on the Company's balance sheets.

The Company adopted ASC 842 using the modified retrospective method on October 1, 2022. The Company determines if an arrangement is a lease at its inception. ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date. The lease term includes renewal options when it is reasonably certain that the option will be exercised and excludes termination options. To the extent that the Company's agreements have variable lease payments, the Company includes variable lease payments that depend on an index or a rate and excludes those that depend on facts or circumstances occurring after the commencement date, other than the passage of time. The Company's office leases require the payment of common area maintenance charges, which are non -lease costs and are excluded from the measurement of the ROU assets and lease liabilities. Lease expense for these leases is recognized on a straight -line basis over the lease term.

The Company has elected the package of practical expedients permitted under the transition guidance, which does not require reassessment of prior conclusions related to contracts containing a lease, lease classification and initial direct lease costs. As an accounting policy election, the Company also excluded short -term leases (having a term of twelve months or less) from recognition as liabilities and accounted for non -lease and lease components in a contract as a single lease component for certain asset classes.

Effective October 1, 2022, the Company recorded the impact on its balance sheet from the recognition of ROU assets and lease liabilities of $1,169 and $1,862, respectively. Liabilities for unamortized tenant improvement allowances and deferred rent totaling $693, previously recognized on the Company's balance sheet as of September 30, 2022, reduced the amount recognized as an ROU asset.

The following lease costs are included in the condensed statement of operations and comprehensive loss for the year three months ended September 30, 2023:

2 unchanged paragraphs

MOBIX LABS OPERATIONS, INC.

(formerly known as Mobix Labs, Inc.)

Information related to the Company's ROU assets and operating lease liabilities as of September 30, 2023:

Cash paid for amounts included in the measurement of operating lease liabilities for the year ended September 30, 2023 was $530. As of September 30, 2023, the weighted -average remaining $ 29,100 Weighted-average lease term was 3.9 (years) and the weighted -average 0.25 Weighted-average discount rate was 15.6%. 2.8 % The Company did not obtain any ROU assets in exchange for new operating or financing lease liabilities during the year three months ended September 30, 2023. There were no leases that had not yet commenced as of September 30, 2023 that will create significant additional rights and obligations for the Company.

The following table reconciles the undiscounted cash flows to the operating lease liabilities recorded on the condensed balance sheet as of September 30, 2023:

Years ending June 30,

2024 (remaining three months)

Total minimum lease payments

Less imputed interest

Present value of future minimum lease payments

Less current obligations under lease

Long-term lease obligation

Supplemental Information for Comparative Periods

Lease cost for the three months ended September 30, 2022 was $28,800. Minimum lease payments under operating leases with non -cancelable terms in excess of one year as of June 30, 2023 were as follows:

Year ending June 30,

Recent Sales of Unregistered Securities 14 changes

4 unchanged paragraphs

Sponsor PIPE Subscription Agreement, Sponsor Warrant and Sponsor Letter Agreement On December 19, 2023, Chavant entered into the subscription agreement (the "Sponsor PIPE Subscription Agreement") with the Sponsor pursuant to which the Sponsor agreed to purchase, in a private placement that closed substantially concurrently with the Closing, 199,737 shares of Class A Common Stock at a price of $10.00 per share for an aggregate purchase price of $1,997,370 paid through the forgiveness of the Forgiven Chavant Obligations (as defined below), on the terms and subject to the conditions set forth in the Sponsor PIPE Subscription Agreement and the Sponsor Letter Agreement described below. Pursuant to the Sponsor PIPE Subscription Agreement, Chavant agreed to issue additional shares of Class A Common Stock to the Sponsor or its permitted transferees in the event that the Adjustment Period VWAP during the Adjustment Period is less than $10.00 per share. In such case, the Sponsor or its permitted transferees 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 the Sponsor at the closing of the subscription and held by the Sponsor or its permitted transferees 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.

3 unchanged paragraphs

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 Sponsor has distributed these Founder Shares to its members, subject to the Founder Share Lock -Up . In such distributions, (1) Chavant Family Office, a controlled affiliate of Dr. Ma, received (i) 724,600 shares of Class A Common Stock representing Founder Shares, and (2) STAR SCI, a controlled affiliate of Dr. André -Jacques Auberton -Hervé , Chavant's Chairman, received (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 following the Closing. In such distribution, (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 , 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 II-3 Sponsor distributed these PIPE Shares to its members in 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).

6 unchanged paragraphs

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.

5 unchanged paragraphs

Sales Under the Committed Equity Facility

On March 18, 2024, we entered into the B. Riley Purchase Agreement with B. Riley Principal Capital, pursuant to which we have the right to sell to B. Riley Principal Capital up to $100 million in shares of Class A Common Stock, subject to certain limitations and the satisfaction of specified conditions in the B. Riley Purchase Agreement, from time to time over the 24 -month period commencing on the date that a registration statement covering the resale of the shares is declared effective by the SEC. Such registration statement became effective on May 13, 2024. As of the date of this prospectus, we sold 32,902 shares of our Class A Common Stock to B. Riley Principal Capital for proceeds of $68, net of discounts. We intend to use the net proceeds for general corporate purposes, including funding capital expenditures, future acquisitions and working capital. The issuance of the shares was deemed to be exempt from registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.

Acquisition of RaGE Systems Inc.

On May 21, 2024, Mobix Labs, Inc., we consummated the transactions pursuant to the RaGE Business Combination Agreement.

Pursuant to the RaGE Business Combination Agreement, we issued 3,214,045 shares of Class A common stock, par value $0.00001 per share ("Class A Shares") to the RaGE Systems stockholders. In addition, RaGE Systems stockholders will be paid an aggregate cash amount of $2.0 million as follows: (a) $0.2 million was paid on the May 21, 2024; (b) $1.0 million will be paid on November 15, 2024 and (c) $0.8 million will be paid on April 15, 2025. Moreover, subject to achievement of certain milestones, the RaGE Systems stockholders will also be entitled to receive the RaGE Earn -Out of up to $8.0 million over eight fiscal quarters in a combination of cash and stock.

The Class A Shares will be issued pursuant to and in accordance with the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

Sales of Shares under Confidential Settlement and Release Agreement

On June 4, 2024, we entered into a Confidential Settlement and Release Agreement pursuant to which we issued 24,992 shares of Class A Common Stock to a former employee.

The Class A Shares were issued pursuant to and in accordance with the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

Sales of Shares under the July 2024 Purchase Agreement

On July 22, 2024, we entered into the July 2024 Purchase Agreement with Master Fund in connection with the 2024 Private Placement. Pursuant to the July 2024 Purchase Agreement, we issued a Pre -Funded Warrant to purchase up to 2,877,698 shares of Class A Common Stock, a Series A Common Warrant to purchase up to 2,877,698 shares of Class A Common Stock and a Series B Common Warrant to purchase up to 2,877,698 shares of Class A Common Stock. The Pre -Funded Warrant has an exercise price of $0.001 is immediately exercisable upon issuance and will expire when exercised in full. The PIPE Common Warrants have an exercise price of $1.39 per share and will be exercisable upon the Stockholder Approval. The gross proceeds in connection with the 2024 Private Placement were approximately $2 million. The Pre -Funded Warrants and the PIPE Common Warrants and the shares of Class A Common Stock issuable thereunder were issued in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act, and Regulation D promulgated thereunder. H.C. Wainwright & Co., LLC acted as the exclusive placement agent for the Company in connection with the 2024 Private Placement.

Exhibits 11 changes

14 unchanged paragraphs

Form of Pre-Funded Warrant, dated July 24, 2024 (incorporated by reference to Exhibit 4.1 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on July 24, 2024).

Form of Series A Common Warrant, dated July 24, 2024 (incorporated by reference to Exhibit 4.2 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on July 24, 2024).

Form of Series B Common Warrant, dated July 24, 2024 (incorporated by reference to Exhibit 4.3 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on July 24, 2024).

Form of Placement Agent Warrant, dated July 24, 2024 (incorporated by reference to Exhibit 4.4 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on July 24, 2024).

Opinion of Greenberg Traurig, P.A. as to the validity of shares of Mobix Labs, Inc. Class A Common Stock. and Warrants.

31 unchanged paragraphs

Business Combination Agreement, dated as of May 8, 2024, by and among Mobix Labs, Inc, RaGe Systems, Inc and Mobix Merger Sub III, LLC (incorporated by reference to Exhibit 99.1 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on May 14, 2024).

Form of Securities Purchase Agreement, dated as of July 22, 2024 (incorporated by reference to Exhibit 10.1 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on July 24, 2024).

Form of Registration Rights Agreement, dated as of July 22, 2024 (incorporated by reference to Exhibit 10.2 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on July 24, 2024).

Form of Lock-Up Agreement, dated as of July 24, 2024 (incorporated by reference to Exhibit 10.3 to Mobix Labs, Inc.'s Current Report on Form 8-K filed on July 24, 2024).

2 unchanged paragraphs

Power of Attorney (contained on the signature page of the registration statement). filed on April 16, 2024).

7 unchanged paragraphs

** Previously filed.

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Undertakings 4 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 June 5, August 12, 2024.

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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Fabian Battaglia and Keyvan Samini, and each of them, as his or her true and lawful attorneys -in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post -effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys -in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys -in-fact and agents, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

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* Pursuant to power of attorney

/s/ Frederick Goerner