MOBIX LABS, INC

If approved and implemented, the Reverse Split will be realized simultaneously and in the same ratio for all our issued shares of Common Stock and other securities exercisable or exchangeable for, or convertible into, Class A Common Stock. Any fractional shares of Class A Common Stock that would otherwise be issuable because of the Reverse Split will instead be rounded up to the nearest whole share, as described below under “—Mechanics of the Reverse Split—Fractional Shares.” The Reverse Split will affect all shares of Common Stock uniformly and maintain, in the aggregate, immediately following the Reverse Split, the same proportionate share ownership and voting power among the outstanding shares of Class A Common Stock as in effect immediately prior to the Reverse Split.

Under the Charter, our authorized capital stock currently consists of 285,000,000 shares of Class A Common Stock, par value $0.00001 per share, 5,000,000 shares of Class B Common Stock, par value $0.00001 per share, and 10,000,000 shares of preferred stock, par value $0.00001 per share. Upon effectiveness of the Reverse Split, the number of authorized shares of Common Stock that are not issued or outstanding will increase substantially, because the proposed amendment will not reduce the number of authorized shares, while it will reduce the number of outstanding shares in proportion to the Reverse Split Ratio.

Following the Reverse Split, the Board will have the authority, subject to applicable securities laws, to issue all authorized and unissued shares without further stockholder approval, upon such terms and conditions as the Board deems appropriate. If we issue these shares, the ownership interest of holders of our Class A Common Stock may be diluted. We may issue such shares to raise capital or as consideration in acquiring other businesses or establishing strategic relationships with other companies, among other potential purposes. Such transactions may be effected using shares of our Class A Common Stock or other securities convertible into or exercisable for shares of our Class A Common Stock or by using capital that may need to be raised by selling such securities. We do not have any agreement, arrangement or understanding at this time with respect to any specific transaction or acquisition for which the newly unissued authorized shares would be issued.