MOBIX LABS, INC

The Company is asking stockholders to approve the Reverse Split Amendment to our Charter to effect a reclassification and combination of our shares of Class A Common Stock that are issued and outstanding immediately prior to the Reverse Split Amendment at a ratio between 1:2 and 1:20, with an exact ratio and to be effected at such time, if at all, as determined by our Board in its sole discretion and publicly announced by the Company and identified in the certificate of amendment effecting the Reverse Split Amendment. The Board would effect the Reverse Split Amendment only if it determines that doing so is necessary or advisable to protect the Company’s Nasdaq listing or otherwise in the best interests of the Company and its stockholders. As part of the Reverse Split Amendment Proposal, our stockholders are also being asked to authorize our Board to elect, in its sole discretion and without further action by our stockholders, to abandon the Reverse Split Amendment and not effect the reverse split.

The Reverse Split Proposal is being submitted to stockholders as a precautionary measure only, so that the Board would have the authority to act promptly if a reverse stock split later becomes necessary or advisable to maintain the listing of our Class A Common Stock on Nasdaq. Even if the Reverse Split Proposal is approved, the Board may determine not to effect the Reverse Split, and the Board currently expects that it would effect the Reverse Split only if the Company were to fail, or the Board were to determine that the Company is reasonably likely to fail, to satisfy the minimum bid price requirement or another continued listing requirement of Nasdaq.

The Board has approved, and recommends that stockholders approve, an amendment to our Certificate of Incorporation (the “Reverse Split Amendment”) to effect a reverse stock split of the outstanding shares of Class A Common Stock at a ratio of not less than 1-for-2 and not more than 1-for-20 (the “Reverse Split”). If this Proposal 1 is approved, the Board will have sole discretion to determine whether to effect the Reverse Split and, if so, the exact ratio and timing, at any time within twelve (12) months following stockholder approval, and may abandon the Reverse Split entirely. Because all outstanding shares of Class B Common Stock were converted into shares of Class A Common Stock prior to the Record Date and no shares of Class B Common Stock are issued or outstanding, the Reverse Split Amendment combines only shares of Class A Common Stock. The Reverse Split would affect all outstanding shares uniformly and would not change any stockholder’s percentage ownership or relative voting power, except for immaterial changes resulting from the treatment of fractional shares (any fractional share will be rounded up to the nearest whole share). The Reverse Split would not change the par value or the number of authorized shares of our capital stock. If approved by our stockholders at the Special Meeting, at the discretion of the Board and as further described below, the Company would effect the Reverse Split by causing the filing of a certificate of amendment setting forth the Amendment, a form of which is attached as Annex A to this proxy statement, with the Secretary of State of the State of Delaware.