Mobix Labs (MOBX) Files S-1

Mobix Labs (NASDAQ: MOBX) has files S-1 of:

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;

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