Mobix Labs Inc-A美股招股说明书(2026-07-17版)

MOBIX LABS, INC. 3,744,161 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 3,744,161 shares of Class A Common Stock of Mobix Labs, Inc. (the “Class A Common Stock”),consisting of: ●Up to 2,000,000 shares issuable to an investor (1) upon the conversion of 2,000 shares of Series A 10% ConvertiblePreferred Stock, (2) upon the conversion of 6,000 shares of Series A 10% Convertible Preferred Stock issuable uponexercise of a Preferred Stock Purchase Warrant (the “Preferred Warrant”) and (3) in connection with the transaction. Theshares of Series A 10% Convertible Preferred Stock issued and underlying the Preferred Warrant, including any futureshares issued as a dividend on the Preferred Stock, are hereinafter referred to as the “Preferred Shares”;●Up to 1,207,942 shares issued to lenders in satisfaction of outstanding debt;●Up to 71,267 shares issued in connection with the settlement of litigation; and●Up to 464,952 shares issued as earnout shares in connection with our acquisition of RaGE Systems, Inc. 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.” Our registration of the resale of the Offered Securities does not mean that the SellingStockholders 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. We mayreceive up to $6,000,000 to the extent the Preferred Warrant is exercised. We intend to use any proceeds from the exercise of thePreferred Warrant for working capital and general corporate purposes. We will bear all costs, expenses and fees in connection with theregistration of the resale of the Offered Securities. The Selling Stockholders 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 outstandingshares of our Class A Common Stock as of June 8, 2026. Assuming the issuance of all of the Offered Securities being registered forresale pursuant to this prospectus to the Selling Stockholders, the Offered Securities would represent approximately 25% of theoutstanding Class A Common Stock as of June 8, 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 Stockholders, certain other stockholders may resell a substantial number of our securities pursuant to separateresale prospectuses. The sale of the shares offered hereby together with the sale of these additional securities, 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 atvarying prices. 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 SellingStockholders, who obtained their shares at prices or values below the current market price, or the perception in the market that suchsales could occur, 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”) and our public warrants (the“Public Warrants”) are listed on Nasdaq under the symbols “MOBX” and “MOBXW,” respectively. On July 16, 2026, the last closingprice of the Class A Common Stock as reported on Nasdaq was $1.97 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