MOBIX LABS INC

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’ and Mobix Labs’ 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:

• changes in our strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans;

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

• demand for our products and the drivers of that demand;

• our opportunities and strategies for growth;

• our estimated market and other industry projections;

• competition in our industry, the advantages of our products and technology over competing products and technology existing in the market, and competitive factors including with respect to technological capabilities, cost and scalability;

• our ability to scale in a cost-effective manner and maintain and expand our manufacturing and supply chain relationships;

• our expectation that we will incur substantial expenses and continuing losses for the foreseeable future;

• our reliance on a limited number of customers and efforts to diversify our customer base;

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

• our ability to attract and retain talent and the effectiveness of our compensation strategies and leadership;

• general economic and socio-political conditions and their impact on demand for our technology and our supply chain;

• future capital requirements and sources and uses of cash; and

These forward-looking statements are based on information available as of the date of this prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we undertake no obligations to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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• the inability to maintain the listing of our securities on Nasdaq;

• 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;

• the inability to meet future capital requirements and risks related to our ability to raise additional capital;

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

• the risk that we may not be able to generate income from operations in the foreseeable future;

• the risks concerning our ability to continue as a going concern;

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

• the risk that we may not be able to consummate planned strategic acquisitions, or fully realize anticipated benefits from past or future acquisitions or investments;

• the risk that litigation may be commenced against us;

• the risk that our patent applications may not be approved or may take longer than expected, and we may incur substantial costs in enforcing and protecting our intellectual property;

• our reliance on a limited number of customers and retaining those customers;

• 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.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by geopolitical tensions, including further escalation of war between Russia and Ukraine, further escalation in 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, and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks.

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