MOBIX LABS INC

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

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

15420 Laguna Canyon Road, Suite 100

Irvine, California 92618

(949) 808-8888

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Keyvan Samini

President and Chief Financial Officer

15420 Laguna Canyon Road, Suite 100

Irvine, California 92618

(949) 808-8888

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Raymond Lee, Esq.

Laurie L. Green, Esq.

Greenberg Traurig, LLP

18565 Jamboree Road

Suite 500

Irvine, CA 92612

(949) 732-6510

Approximate date of commencement of proposed sale to the public:

From time to time after this registration statement becomes effective

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:☒

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. The preliminary prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 15, 2024

mobix labs, inc.

24,507,435 SHARES OF CLASS A COMMON STOCK

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

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

This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to 24,507,435 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 5,946,596 shares of Class A Common Stock and up to 2,254,901 shares of Class A Common Stock issuable upon conversion of shares of Class B common stock, $0.00001 per share that were issued as consideration in the Merger with Chavant Capital Acquisition Corp. (“Chavant”) (the “Consideration Shares”), as described in this prospectus. The Consideration Shares were acquired by the Selling Securityholders based on a value of $10.00 per share of common stock, however, these shares were issued in exchange for shares of Mobix Labs Operations, Inc. (f/k/a Mobix Labs, Inc.) (“Legacy Mobix”) that were acquired by employees, investors and others through private placements, equity award grants and other sales at prices that equate to purchase prices of less than $10.00 per share of Class A Common Stock, and, in some cases, including equity securities purchased in connection with or following the founding of Legacy Mobix, purchase prices of approximately $0.0001 to $6.84 per share of Class A Common Stock;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The date of this prospectus is , 2024.