Mobix Labs Inc-A美股招股说明书(2026-05-07版)

MOBIX LABS, INC. 2,500,000 SHARES OF CLASS A COMMON STOCK This prospectus relates to the registration of the resale or other distribution by the selling stockholder named herein (the“Selling Stockholder”) of up to shares of Class A Common Stock of Mobix Labs, Inc., par value $0.00001 per share (the “Class ACommon Stock”), consisting entirely of shares of Class A Common Stock issuable upon the conversion of a senior secured convertiblepromissory note in the principal amount of $3,000,000 issued to the Selling Stockholder (the “Promissory Note”). The shares of Class A Common Stock that may be sold by the Selling Stockholder are collectively referred to in thisprospectus as the “Offered Securities.” Our registration of the resale of the Offered Securities does not mean that the SellingStockholder will offer or sell any of the Offered Securities. We will not receive any of the proceeds from the sale by the Selling Stockholder of any of the Offered Securities. We willbear all costs, expenses and fees in connection with the registration of the resale of the Offered Securities. The Selling Stockholder willbear 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 outstandingshares of our Class A Common Stock as of April 16, 2026. Assuming the issuance of all of the Offered Securities being registered forresale pursuant to this prospectus to the Selling Stockholder, the Offered Securities would represent approximately 23.94% of theoutstanding Class A Common Stock as of April 16, 2026. The resale of the Offered Securities, or the perception that these sales couldoccur, pursuant to this prospectus, could result in a significant decline in the public trading price of our Class A Common Stock. Inaddition to the Selling Stockholder, 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 Stockholder may offer and sell the securities covered by this prospectus in a number of different ways and atvarying prices. We provide more information about how the Selling Stockholder 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 Stockholder,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 oursecurities. The shares of Class A Common Stock are listed on Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “MOBX”. OnMay 6, 2026, the last closing price of the Class A Common Stock as reported on Nasdaq was $2.21 per share. 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 soin future filings. See “Implications of being an Emerging Growth Company and Smaller Reporting Company.” Investing in our securities involves risks. You should carefully read and consider the risk factors included in ourperiodic reports filed with the Securities and Exchange Commission (the “SEC”), in any applicable prospectus supplementrelating to a specific offering of securities and in any other documents we file with the SEC. See the section entitled “RiskFactors” on page 4 of this prospectus, in our other filings with the SEC and in the applicable prospectus supplement. Neither the SEC nor any state securities commission has approved or disapproved of these securities, or determined ifthis prospectus or any prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is May 7, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiIMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY AND A SMALLER REPORTING COMPANYiiRISK FACTORS SUMMARYiiiSOURCES OF INDUSTRY AND MARKET DATAvCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSvSUMMARY OF THE PROSPECTUS1THE OFFERING3RISK FACTORS4USE OF PROCEEDS23MARKET PRICE OF THE CLASS A COMMON STOCK AND DIVIDENDS24MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOF MOBIX LABS25BUSINESS44MANAGEMENT52EXECUTIVE AND DIRECTOR COMPENSATION58DESCRIPTION OF SEC