Mobix Labs Inc-A美股招股说明书(2026-03-13版)

MOBIX LABS, INC. UP TO 24,127,116 SHARES OF CLASS A COMMON STOCK This prospectus relates to the registration of the resale or other distribution by the selling stockholders named herein (the“Selling Stockholders”) of up to 24,127,116 shares of Class A Common Stock of Mobix Labs, Inc., par value $0.00001 per share (the“Class A Common Stock”), consisting of: ●Up to 1,380,000 shares, which include (a) up to 880,000 shares issuable upon conversion of a secured convertible promissorynote in the amount of $550,000, (b) up to 350,000 shares issued in exchange for advisory services, and (c) up to 150,000commitment shares issued in connection with the secured convertible promissory note; ●Up to 1,693,750 shares issued in connection with a loan for proceeds of approximately $600,000 comprised of (a) 193,750total commitment shares, and (b) 1,500,000 pledged shares issued as additional collateral;●Up to 1,052,725 shares and 500,045 shares issuable upon exercise of a warrant issued to an investor for gross proceeds ofapproximately $1.0 million;●Up to 14,375,490 shares issuable upon exercise of warrants issued to an investor;●Up to 1,268,252 shares issuable upon exercise of warrants issued to our financial advisors; and●Up to 3,856,854 shares of Class A Common Stock (the “RaGE Shares”) issued as consideration in connection with ouracquisition of RaGE Systems, Inc. (“RaGE Systems”). The shares of Class A Common Stock that may be sold by the Selling Stockholders are collectively referred to in thisprospectus as the “Offered Securities.” The shares of Class A Common Stock issuable upon the exercise of warrants are collectivelyreferred to in this prospectus as the “Warrant Shares.” Our registration of the resale of the Offered Securities does not mean that theSelling Stockholders will offer or sell any of the Offered Securities. We will not receive any of the proceeds from the sale by the Selling Stockholders of any of the Offered Securities. Upon anyexercise of the warrants by payment of cash, however, we will receive the exercise price of the warrants, which, if exercised in cashwould result in gross proceeds to us of approximately $15.6 million. However, we cannot predict when and in what amounts or if thewarrant will be exercised by payment of cash, and it is possible that the warrant may expire and never be exercised, in which case wewould not receive any cash proceeds. We will bear all costs, expenses and fees in connection with the registration of the resale of theOffered Securities. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their respective sales of theOffered Securities. The Offered Securities being offered for resale in this prospectus represent a substantial percentage of the total outstandingshares of our Class A Common Stock as of January 31, 2026. Assuming the issuance of all of the Offered Securities being registeredfor resale pursuant to this prospectus to the Selling Stockholders, the Offered Securities would represent approximately 23.9% of theoutstanding Class A Common Stock as of January 31, 2026. The resale of the Offered Securities, or the perception that these salescould 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 oursecurities (the “Additional Securities”) pursuant to separate resale prospectuses (collectively, the “Additional Prospectuses”). The saleof the shares offered hereby together with the sale of the Additional Securities held by the Additional Sellers, or the perception thatthese sales could occur, could depress the market price of our securities. The Selling Stockholders may offer and sell the securities covered by this prospectus in a number of different ways and at varyingprices. We provide more information about how the Selling Stockholders may sell the securities in the section titled “Plan ofDistribution.” Sales of a substantial number of shares of Class A Common Stock in the public markets, including by the Selling Stockholders,who obtained their shares at prices or values below the current market price, or the perception in the market that such sales couldoccur, could result in a significant decline in the public trading price of the Class A Common Stock. You should carefully read this prospectus, and any applicable prospectus supplement, before you invest in any of our securities. The shares of Class A Common Stock are listed on Nasdaq Stock Market LLC (“Nasdaq”) and our public warrants (the “PublicWarrants”) are listed on Nasdaq under the symbols “MOBX” and “MOBXW,” respectively. On March 11, 2026, the last sale price ofthe Class A Common Stock as reported on Nasdaq was $0.6715 per share and the last sale price of the Public Warrants as reported onNasdaq was $0.172 per Public Warrant. We are an “emerging growth