0001213900-24-015301 | 10-Q | XBRL Viewer

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Equity (Details) - Schedule of Common Stock Available for Issuance - shares	Dec. 31, 2023	Sep. 30, 2023
Equity [Line Items]
Class A Common Stock outstanding	23,544,492
Reserve for conversion of Class B Common Stock	2,254,901
Reserve for exercise of the Public Warrants and Private Warrants	9,000,000
Reserve for exercise of other common stock warrants outstanding or issuable	3,295,020
Shares issuable under PIPE make-whole provision	1,052,030
Reserve for earnout shares	3,500,000
Stock options and RSUs outstanding	9,513,647
Awards available for grant under 2023 Equity Incentive Plan	2,290,183
Awards available for grant under 2023 Employee Stock Purchase Plan	2,290,183
Common stock available for issuance	229,690,792
Employee Stock Purchase Plan [Member]
Equity [Line Items]
Awards available for grant under 2023 Equity Incentive Plan	858,935
Awards available for grant under 2023 Employee Stock Purchase Plan	858,935
Class A Common Stock [Member]
Equity [Line Items]
Authorized number of shares of Class A Common Stock	285,000,000	285,000,000
Class A Common Stock outstanding	23,544,492

Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property and Equipment, Net [Abstract]
Depreciation expense	$ 113	$ 113

Acquisition of EMI

3 Months Ended

Dec. 31, 2023

Acquisition of EMI [Abstract]

Acquisition of EMI

Note 5 — Acquisition of EMI

On December 18, 2023, the Company completed the acquisition of EMI when the Company acquired all of the issued and outstanding common shares of EMI, which is accounted for as a business combination. EMI is a manufacturer of electromagnetic interference filtering products for military and aerospace applications. The Company believes the acquisition of EMI will complement its existing product offerings, expand its customer base and allow it to deliver solutions that address a wider variety of applications and markets.

Consideration for the acquisition consisted of 964,912 shares of the Company’s common stock with an estimated fair value of $8,856 and $2,200 in cash. Of the cash portion of the consideration, $155 was paid at the time of the consummation of the acquisition and $1,000 is payable within thirty days following the Closing of the Merger, with the remainder payable in equal quarterly installments of $174 beginning March 31 2024.

The EMI merger agreement provided that, in the event that Legacy Mobix did not complete an initial public offering (including the Merger) within twenty-four months following the completion of the acquisition of EMI, the sellers could require the Company to pay all unpaid cash consideration and provided the sellers a “put right” wherein the sellers could require that the Company repurchase the 964,912 shares of common stock for a cash amount equal to $6.84 per share. The Company evaluated the terms of the related agreement and concluded that the shares of common stock issued as consideration were contingently redeemable common stock, and required recognition as temporary equity, because the events that determine whether the Company will be required to repurchase the 964,912 shares of its common stock for cash are not within the Company’s control. At the time of completion of the acquisition, the Company estimated the fair value of the contingently redeemable common stock at $8,856, based upon the fair value of the Legacy Mobix common stock, adjusted to include the fair value of the put right. The Company estimated the fair value of the put right using the Black-Scholes option pricing model with the following assumptions: expected volatility of 55.0%; no expected dividend yield; risk-free interest rate of 4.5%; and a contractual term of two years. The Company included this amount as part of the value of the purchase consideration. After the closing of the Merger with Chavant on December 21, 2023, the common stock was no longer contingently redeemable, and the Company reclassified the value of the contingently redeemable common stock to permanent equity at its carrying value of $8,856, with no gain or loss recognized.

The following table summarizes the amount of the aggregate purchase consideration and the preliminary allocation to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values, of which the valuation of intangible assets is subject to finalization:

Purchase consideration:
Contingently redeemable common stock issued to seller	$	8,856
Cash consideration (at present value)		2,041
	$	10,897
Allocation:
Cash	$	45
Accounts receivable		387
Inventory		155
Other current assets		7
Property and equipment		107
Other assets		30
Intangible asset—customer relationships		6,100
Intangible asset—backlog		300
Intangible asset—trade name		100
Goodwill		5,542
Accounts payable		(227	)
Accrued expenses		(263	)
Deferred tax liability		(1,386	)
	$	10,897

The Company estimated the useful life of customer relationships is fifteen years, the useful life of the trade name is two years and the useful life of the backlog is one year. The goodwill is primarily attributed to expected synergies for the combined operations and is not deductible for income tax purposes.

The operating results of EMI are included in the Company’s condensed consolidated financial statements for periods subsequent to the acquisition date. The amounts of revenues and net income (loss) of EMI included in the Company’s condensed consolidated statement of operations and comprehensive income (loss) for the three months ended December 31, 2023 were not material. The following table shows unaudited pro forma revenues and net income (loss) of the Company, as if the acquisition of EMI had been completed as of October 1, 2022. The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of future operations or results had the acquisition occurred on October 1, 2022.

	Three months ended December 31,
	2023		2022

Revenues	$	1,052	$	1,233
Net income (loss)		944		(9,732	)

Acquisition of EMI (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)
Acquisition of EMI [Line Items]
Cash	$ 2,200
Consideration paid	155
Remainder payable quarterly installment	$ 174
Repurchase shares of common stock (in Shares) \| shares	964,912
Price per share (in Dollars per share) \| $ / shares	$ 6.84
Common stock value
Permanent equity, carrying value	$ 8,856
Measurement Input, Price Volatility [Member]
Acquisition of EMI [Line Items]
Measurement inputs	55
Measurement Input, Expected Dividend Rate [Member]
Acquisition of EMI [Line Items]
Measurement inputs	0
Measurement Input, Risk Free Interest Rate [Member]
Acquisition of EMI [Line Items]
Measurement inputs	4.5
Measurement Input, Expected Term [Member]
Acquisition of EMI [Line Items]
Measurement inputs	2
Common Stock [Member]
Acquisition of EMI [Line Items]
Consideration acquisition shares (in Shares) \| shares	964,912
Repurchase shares of common stock (in Shares) \| shares	964,912
Legacy Mobix [Member]
Acquisition of EMI [Line Items]
Common stock value	$ 8,856
Business Acquisition [Member]
Acquisition of EMI [Line Items]
Estimated fair value	8,856
Acquisition payable	$ 1,000

Acquisition of EMI (Details) - Schedule of Unaudited Pro Forma Revenues and Net Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Unaudited Pro Forma Revenues and Net Income (Loss) [Abstract]
Revenues	$ 1,052	$ 1,233
Net income (loss)	$ 944	$ (9,732)

Commitments and Contingencies (Details) - USD ($) $ in Thousands	1 Months Ended
	Jan. 31, 2023	Dec. 31, 2023	Sep. 30, 2022
Commitments and Contingencies [Line Items]
Future minimum payments		$ 984
Estimated amount of liability			$ 8,434
Common Stock [Member]
Commitments and Contingencies [Line Items]
Shares of common stock (in Shares)	1,233,108

Net Income (Loss) Per Share

3 Months Ended

Dec. 31, 2023

Net Income (Loss) Per Share [Abstract]

Net Income (Loss) Per Share

Note 18 — Net Income (Loss) Per Share

The Company computes net income (loss) per share of Class A and Class B Common Stock using the two-class method. Basic net income (loss) per share is computed using the weighted-average number of shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of stock options, warrants, RSUs and other contingently issuable shares. The dilutive effect of outstanding stock options, warrants, RSUs and other contingently issuable shares is reflected in diluted earnings per share by application of the more dilutive of (a) the two-class method or (b) the if-converted method and treasury stock method, as applicable. The computation of the diluted net income (loss) per share of Class A Common Stock assumes the conversion of Class B Common Stock, while the diluted net income (loss) per share of Class B Common Stock does not assume the conversion of those shares. In periods where the Company has a net loss, the weighted-average number of shares used in the computation of diluted net loss per share is the same as for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the computation as their impact is anti-dilutive.

	Three months ended December 31,
	2023					2022
	Class A		Class B			Common Stock

Basic net income (loss) per share:
Numerator:
Allocation of net income (loss)	$	834	$	101		$	(9,390	)
Denominator:
Weighted-average shares outstanding		18,617,656		2,254,901			12,379,480
Basic net income (loss) per share	$	0.04	$	0.04		$	(0.76	)

Diluted net income (loss) per share:
Numerator:
Allocation of net income (loss)	$	834	$	101		$	(9,390	)
Reallocation of net income as a result of conversion of Class B to Class A Common Stock		101		—			—
Reallocation of net income		—		(11	)		—
Allocation of net income (loss)		935		90			(9,390	)

Denominator:
Number of shares used in basic earnings per share calculation		18,617,656		2,254,901			12,379,480
Conversion of Class B to Class A Common Stock		2,254,901		—			—
Dilutive effect of stock options, warrants and RSUs		2,443,514		—			—
Number of shares used in per share computation		23,316,071		2,254,901			12,379,480
Diluted net income (loss) per share	$	0.04	$	0.04		$	(0.76	)

For the purposes of applying the if converted method or treasury stock method for calculating diluted earnings per share, the Public Warrants, Private Placement Warrants, the Make-Whole Shares, and stock options result in anti-dilution. Therefore, these securities are not included in the computation of diluted net income (loss) per share. The Earnout Shares were not included for purposes of calculating the number of diluted shares outstanding because the number of dilutive shares is based on a conversion contingency associated with the VWAP of the Class A Common Stock which had not been met, and the contingency was not resolved, during the periods presented herein. The potential shares of Class A Common Stock that were excluded from the computation of diluted net income (loss) per share attributable to stockholders for the periods presented because including them would have an antidilutive effect were as follows:

	Three months ended December 31,
	2023		2022

Public Warrants and Private Warrants		9,000,000		—
Make-whole shares		1,052,030		—
Earnout shares		3,500,000		—
RSUs		—		10,984,241
Stock options		1,690,476		6,400,758
Convertible preferred stock (on an as-converted basis)		—		2,254,901
Common stock warrants		—		400,000
Convertible notes		—		131,072
		15,242,506		20,170,972

Debt (Details) - Schedule of Debt - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023
Debt [Line Items]
Notes payable	$ 1,503	$ 1,286
Notes payable – related parties	1,503	1,286
SAFEs		1,512
Total debt	4,952	6,591
Less: Amounts classified as current	(4,952)	(6,591)
Noncurrent portion
Related Party [Member]
Debt [Line Items]
Notes payable	100	444
7% promissory notes – related parties	3,349	3,349
Notes payable – related parties	$ 100	$ 444

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Leases (Details) - Schedule of Undiscounted Cash Flows to the Operating Lease Liabilities - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023
Schedule of Undiscounted Cash Flows to the Operating Lease Liabilities [Abstract]
2024 (remaining nine months)	$ 401
2025	526
2026	545
2027	515
Total minimum lease payments	1,987
Less: imputed interest	(466)
Present value of future minimum lease payments	1,521
Less: current obligations under leases	(325)	$ (318)
Long-term lease obligations	$ 1,196	$ 1,280

Intangible Assets, Net (Details) - USD ($) $ in Thousands	3 Months Ended
Intangible Assets, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Intangible Assets, Net [Line Items]
Intangible assets (in Dollars)	$ 237	$ 211
Developed Technology Rights [Member]
Intangible Assets, Net [Line Items]
Weighted-average remaining lives	6 years 1 month 6 days
Customer Relationships [Member]
Intangible Assets, Net [Line Items]
Weighted-average remaining lives	14 years 8 months 12 days
Trade Names [Member]
Intangible Assets, Net [Line Items]
Weighted-average remaining lives	2 years
Backlog [Member]
Intangible Assets, Net [Line Items]
Weighted-average remaining lives	1 year

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023
Current assets
Cash	$ 14,796	$ 89
Accounts receivable, net	302	53
Inventory	422	319
Prepaid expenses and other current assets	349	369
Total current assets	15,869	830
Property and equipment, net	1,858	1,859
Intangible assets, net	11,550	5,287
Goodwill	10,759	5,217
Operating lease right-of-use assets	990	1,030
Deferred transaction costs		4,125
Other assets	430	400
Total assets	41,456	18,748
Current liabilities
Accounts payable	6,000	8,995
Accrued expenses and other current liabilities	8,545	4,519
Deferred purchase consideration	1,622
Notes payable	1,503	1,286
Simple agreements for future equity (“SAFEs”)		1,512
Operating lease liabilities, current	325	318
Total current liabilities	21,444	20,423
Earnout liability	8,795
PIPE make-whole liability	4,975
Deferred tax liability	192	86
Operating lease liabilities, noncurrent	1,196	1,280
Other noncurrent liabilities	488
Total liabilities	37,090	21,789
Commitments and contingencies (Note 14)
Redeemable convertible preferred stock
Convertible Preferred Stock		2,300
Stockholders’ equity (deficit)
Common stock, value
Additional paid-in capital	87,193	78,421
Accumulated deficit	(82,827)	(83,762)
Total stockholders’ equity (deficit)	4,366	(5,341)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	41,456	18,748
Founders Convertible Preferred Stock
Redeemable convertible preferred stock
Convertible Preferred Stock
Class A Common Stock
Stockholders’ equity (deficit)
Common stock, value
Class B Common Stock
Stockholders’ equity (deficit)
Common stock, value
Related Party
Current liabilities
Notes payable – related parties	$ 3,449	$ 3,793

Fair Value Measurements (Details)	Dec. 31, 2023
Promissory Notes [Member]
Fair Value Measurements [Line Items]
Percentage of promissory notes	7.00%

Equity Incentive Plans (Tables)

3 Months Ended

Dec. 31, 2023

Equity Incentive Plans [Abstract]

Summary of Activity in the Company's RSUs

A summary of activity in the Company’s RSUs for the three months ended December 31, 2023 is as follows:

	Number of units			Weighted-Average Grant Date Fair Value per Unit

Outstanding at September 30, 2023		209,494		$	6.84
Performance-based RSUs		4,000,000		$	10.58
Vested		(104,748	)	$	6.84
Cancelled		—		$	—
Outstanding at December 31, 2023		4,104,746		$	10.48

Schedule of Stock Option Activity

Stock option activity for the three months ended December 31, 2023 is as follows:

	Number of Options			Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Term (years)

Outstanding at September 30, 2023		5,905,684		$	4.28
Granted		32,200		$	6.84
Exercised		(390,440	)	$	5.80
Expired		(138,543	)	$	5.99
Outstanding at December 31, 2023		5,408,901		$	4.14		7.4

Exercisable at December 31, 2023		4,055,326		$	3.29		7.0

Schedule of Weighted-Average Grant Date Fair Value of Options Granted

The fair value of stock options granted was estimated with the following assumptions:

	Three months ended December 31,
	2023						2022
	Range						Range
	Low			High			Low			High

Expected volatility		54.8	%		55.6	%		52.4	%		53.6	%
Expected dividend yield		0	%		0	%		0	%		0	%
Risk-free interest rate		3.9	%		4.4	%		3.6	%		4.2	%
Expected term (years)		4.5			5.3			5.0			5.8

Schedule of Statements of Operations and Comprehensive Income (Loss) Stock-based Compensation Expense

The condensed consolidated statements of operations and comprehensive income (loss) include stock-based compensation expense as follows:

	Three months ended December 31,
	2023		2022

Cost of revenue	$	—	$	11
Research and development		501		542
Selling, general and administrative		12,204		3,303
Total stock-based compensation expense	$	12,705	$	3,856

Geographical Information (Details) - Schedule of Company’s Revenue by Geographic Region - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 285	$ 679
United States [Member]
Disaggregation of Revenue [Line Items]
Revenue	268	279
Czech Republic [Member]
Disaggregation of Revenue [Line Items]
Revenue	17	185
Thailand [Member]
Disaggregation of Revenue [Line Items]
Revenue		213
Other [Member]
Disaggregation of Revenue [Line Items]
Revenue		$ 2

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Intangible Assets, Net (Details) - Schedule of Estimated Future Amortization Expense for Intangible Assets - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023
Schedule Of Estimated Future Amortization Expense For Intangible Assets [Abstract]
2024	$ 1,198
2025	1,361
2026	1,257
2027	1,247
2028	1,213
Thereafter	5,274
Total	$ 11,550	$ 5,287

Debt (Tables)

3 Months Ended

Dec. 31, 2023

Debt [Abstract]

Schedule of Debt

Debt consists of the following:

	December 31,			September 30,
	2023			2023

Notes payable	$	1,503		$	1,286
7% promissory notes – related parties		3,349			3,349
Notes payable – related parties		100			444
SAFEs		—			1,512
Total debt		4,952			6,591
Less: Amounts classified as current		(4,952	)		(6,591	)
Noncurrent portion	$	—		$	—

Acquisition of EMI (Details) - Schedule of Purchase Consideration and Allocation - EMI [Member] $ in Thousands	3 Months Ended
	Dec. 31, 2023 USD ($)
Purchase consideration:
Contingently redeemable common stock issued to seller	$ 8,856
Cash consideration (at present value)	2,041
Total purchase consideration	10,897
Allocation:
Cash	45
Accounts receivable	387
Inventory	155
Other current assets	7
Property and equipment	107
Other assets	30
Goodwill	5,542
Accounts payable	(227)
Accrued expenses	(263)
Deferred tax liability	(1,386)
Total allocation	10,897
Customer Relationships [Member]
Allocation:
Intangible asset	6,100
Backlog [Member]
Allocation:
Intangible asset	300
Trade Name [Member]
Allocation:
Intangible asset	$ 100

Company Information

3 Months Ended

Dec. 31, 2023

Company Information [Abstract]

Company Information

Note 1 — Company Information

Mobix Labs, Inc. (“Mobix Labs” or the “Company”), a Delaware corporation based in Irvine, California, is a fabless semiconductor company delivering mmWave 5G and C-Band wireless solutions and delivering connectivity and filtering products for next generation communication systems supporting the aerospace, military, and high reliability markets. The Company’s integrated circuits currently in development are designed to deliver advantages in performance, efficiency, size, and cost. The Company’s True Xero active optical cables are designed to meet customer needs for high-quality active optical cable solutions at an affordable price. The Company’s electromagnetic filtering products, which were acquired in the EMI Solutions, Inc. (“EMI”) acquisition, are designed for, and are currently used in military and aerospace applications. These technologies are designed for large and rapidly growing markets where there are increasing demands for higher performance communication and filtering systems which utilize an expanding mix of both wireless and connectivity technologies.

On December 21, 2023, (the “Closing Date”), Chavant Capital Acquisition Corp. (“Chavant”) consummated the merger pursuant to the Business Combination Agreement, dated November 15, 2022 (as amended, supplemented or otherwise modified, the “Business Combination Agreement”), by and among Chavant, CLAY Merger Sub II, Inc., a Delaware corporation and newly formed, wholly-owned direct subsidiary of Chavant (“Merger Sub”), and Mobix Labs, Inc. (“Legacy Mobix”), a Delaware corporation, pursuant to which, among other things, Merger Sub merged with and into Legacy Mobix, with Legacy Mobix surviving the merger as a wholly-owned direct subsidiary of Chavant (together with the other transactions related thereto, the “Merger”). In connection with the consummation of the Merger (the “Closing”), Chavant changed its name from “Chavant Capital Acquisition Corp.” to “Mobix Labs, Inc.” and Legacy Mobix changed its name from “Mobix Labs, Inc.” to “Mobix Labs Operations, Inc.” As a result of the Merger, the Company raised gross proceeds of $21,014, including the contribution of $1,264 of cash held in Chavant’s trust account and the $19,750 private investment in public equity (“PIPE”) at $10.00 per share of Chavant’s Class A Common Stock. The common stock and public warrants of the combined company began trading on The Nasdaq Stock Market LLC under the symbols “MOBX” and “MOBXW”, respectively, on December 22, 2023.

Throughout the notes to the condensed consolidated financial statements, unless otherwise noted or otherwise suggested by context, the “Company” refers to Legacy Mobix prior to the consummation of the Merger, and to the Company after the consummation of the Merger.

Going Concern

The condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. Since inception, the Company has incurred operating losses and negative cash flows from operations, primarily as a result of its ongoing investment in product development. For the three months ended December 31, 2023 and 2022, the Company incurred losses from operations of $17,269 and $9,226, respectively, and as of December 31, 2023 the Company had an accumulated deficit of $82,827. The Company has historically financed its operations through the issuance and sale of equity securities and the issuance of debt. The Company expects to continue to incur operating losses and negative cash flows from operations for the foreseeable future and will need to raise additional debt or equity financing to fund its operations and satisfy its obligations. Management believes that there is substantial doubt concerning the Company’s ability to continue as a going concern as the Company currently does not have adequate liquidity to meet its operating needs and satisfy its obligations for at least twelve months from the date of issuance of these condensed consolidated financial statements.

While the Company will seek to raise additional capital, there can be no assurance the necessary financing will be available on terms acceptable to the Company, or at all. If the Company raises funds by issuing equity securities, dilution to existing stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of common stock. If the Company raises funds by issuing debt securities, such debt securities would have rights, preferences and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings may impose significant restrictions on the Company’s operations. The capital markets have in the past, and may in the future, experience periods of volatility that could impact the availability and cost of equity and debt financing. In addition, recent and potential future increases in federal fund rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, could adversely impact the cost or availability of debt financing.

If the Company is unable to obtain additional financing, or if such transactions are successfully completed but do not provide adequate financing, the Company may be required to reduce its operating expenditures, which could adversely affect its business prospects, or the Company may be unable to continue operations. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

Reverse Recapitalization (Details) - Schedule of Condensed Consolidated Financial Statements - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Closing proceeds:
Proceeds from Chavant trust fund	$ 1,264
Proceeds from PIPE investment	19,750
Closing disbursements:
Mobix Merger-related transaction costs paid prior to closing	(983)
Net cash proceeds	14,065
Non-cash activity:
Conversion of Legacy Mobix convertible notes to Class A Common Stock	206
Conversion of Legacy Mobix SAFEs to Class A Common Stock	1,522
Conversion of Legacy Mobix redeemable convertible preferred stock to Class B Common Stock	2,300
Unpaid Merger-related transaction costs assumed from Chavant	(871)
Unpaid Merger-related transaction costs of Legacy Mobix	(1,633)
Merger-related transaction costs expensed	4,009
Liability-classified instruments:
Net equity impact of the Merger	(16,182)
Fair Value of Earnout Liability [Member]
Liability-classified instruments:
Fair value, Liability-classified instruments	(33,559)
Fair Value of PIPE Make-Whole Liability [Member]
Liability-classified instruments:
Fair value, Liability-classified instruments	(2,071)
Fair Value of Private Warrants [Member]
Liability-classified instruments:
Fair value, Liability-classified instruments	$ (150)
Class A Common Stock [Member] \| Common Stock [Member]
Schedule of Condensed Consolidated Financial Statements [Line Items]
Total number of Class A common shares issued in the Merger (in Shares)	22,901,838
Liability-classified instruments:
Net equity impact of the Merger
Legacy Mobix [Member]
Closing disbursements:
Transaction costs	(3,747)
Chavant [Member]
Closing disbursements:
Transaction costs	(2,219)
Net cash proceeds from the Merger at Closing	$ 15,048
Chavant Public Shares, Net of Redemptions [Member]
Schedule of Condensed Consolidated Financial Statements [Line Items]
Total number of Class A common shares issued in the Merger (in Shares)	111,005
Chavant Founder Shares, Net of Shares Forfeited [Member]
Schedule of Condensed Consolidated Financial Statements [Line Items]
Total number of Class A common shares issued in the Merger (in Shares)	1,341,369
PIPE Investors’ Shares [Member]
Schedule of Condensed Consolidated Financial Statements [Line Items]
Total number of Class A common shares issued in the Merger (in Shares)	1,975,000
Settlement of PIPE Warrant [Member]
Schedule of Condensed Consolidated Financial Statements [Line Items]
Total number of Class A common shares issued in the Merger (in Shares)	199,800
Sponsor PIPE Subscription [Member]
Schedule of Condensed Consolidated Financial Statements [Line Items]
Total number of Class A common shares issued in the Merger (in Shares)	199,737
Settlement of Sponsor Warrant [Member]
Schedule of Condensed Consolidated Financial Statements [Line Items]
Total number of Class A common shares issued in the Merger (in Shares)	272,182
Settlement of Warrant to Non-Redeeming Shareholder [Member]
Schedule of Condensed Consolidated Financial Statements [Line Items]
Total number of Class A common shares issued in the Merger (in Shares)	202,489
Amendment to Business Combination Marketing Agreement [Member]
Schedule of Condensed Consolidated Financial Statements [Line Items]
Total number of Class A common shares issued in the Merger (in Shares)	280,000
Total Chavant Shares Outstanding Immediately Prior to the Merger [Member]
Schedule of Condensed Consolidated Financial Statements [Line Items]
Total number of Class A common shares issued in the Merger (in Shares)	4,581,582
Legacy Mobix Rollover Shares [Member]
Schedule of Condensed Consolidated Financial Statements [Line Items]
Total number of Class A common shares issued in the Merger (in Shares)	18,139,258
Conversion of Legacy Mobix Convertible Notes [Member]
Schedule of Condensed Consolidated Financial Statements [Line Items]
Total number of Class A common shares issued in the Merger (in Shares)	30,045
Conversion of Legacy Mobix SAFEs [Member]
Schedule of Condensed Consolidated Financial Statements [Line Items]
Total number of Class A common shares issued in the Merger (in Shares)	150,953

Geographical Information

3 Months Ended

Dec. 31, 2023

Geographical Information [Abstract]

Geographical Information

Note 20 — Geographical Information

Revenues by Geographic Region

The Company’s revenues by geographic region, based on ship-to location, are summarized as follows:

	Three months ended December 31,
	2023		2022

United States	$	268	$	279
Czech Republic		17		185
Thailand		—		213
Other		—		2
Total net revenue	$	285	$	679

Long-Lived Assets

Substantially all of the Company’s long-lived assets are located in the United States.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Summary of Significant Accounting Policies

3 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The Merger was accounted for as a reverse recapitalization of the Company because Legacy Mobix has been determined to be the accounting acquirer under ASC Topic 805 – Business Combinations. Under this method of accounting, Chavant is treated as the “acquired” company for financial reporting purposes. This determination was primarily based on holders of Legacy Mobix capital stock comprising a relative majority of the voting power of the Company upon consummation of the Merger and having the ability to nominate the majority of the governing body of the Company, Legacy Mobix senior management comprising the senior management of the Company, and Legacy Mobix operations comprising the ongoing operations of the Company. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Legacy Mobix with the Merger being treated as the equivalent of Legacy Mobix issuing shares for the net assets of Chavant, accompanied by a recapitalization. The net assets of Chavant were recognized as of the Closing at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of Legacy Mobix and the accumulated deficit of Legacy Mobix has been carried forward after Closing. All issued and outstanding securities of Chavant upon Closing were treated as issuances of securities of the Company upon the consummation of the Merger.

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and include the accounts of Mobix Labs, Inc. and its subsidiaries. The Company’s fiscal year ends on September 30. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended September 30, 2023 and the related notes which provide a more complete discussion of the Company’s accounting policies and certain other information. The September 30, 2023 condensed consolidated balance sheet was derived from the Company’s audited financial statements. These unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the Company’s condensed financial position as of December 31, 2023 and its results of operations and cash flows for the three months ended December 31, 2023 and 2022. The results of operations for the three months ended December 31, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2024 or for any other future annual or interim period.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of certain assets and liabilities; the reported amounts of revenues and expenses for the periods covered and certain amounts disclosed in the notes to the condensed consolidated financial statements. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could differ materially from those estimates and assumptions. Areas requiring significant estimates and assumptions by the Company include, but are not limited to:

●

valuation of stock-based compensation and equity-based awards;

●

valuation of common stock for periods prior to the Merger;

●

impairment assessments of goodwill and long-lived assets;

●

measurement of the earnout liability, the PIPE make-whole liability and other liabilities carried at fair value;

●

purchase price allocation and valuations of net assets acquired in business combinations; and,

●

provisions for income taxes and related valuation allowances and tax uncertainties.

Cash

As of December 31, 2023 and September 30, 2023, the Company’s cash balance consisted of demand deposits held at large financial institutions. The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of December 31, 2023 or September 30, 2023. The amount of deposits maintained at any financial institution may exceed federally insured limits. The Company places its cash with high credit quality financial institutions and has not experienced any losses on its deposits of cash.

Accounts Receivable, net

Accounts receivable are recorded at the invoiced amount and do not bear interest. For trade accounts receivable from customers, the Company performs ongoing credit evaluations of its customers and maintains an allowance for expected credit losses. The allowance for expected credit losses represents the Company’s best estimate based on current and historical information, and reasonable and supportable forecasts of future events and circumstances. Accounts receivable deemed uncollectible are charged against the allowance for expected credit losses when identified. The allowance for expected credit losses as of December 31, 2023 and September 30, 2023 and bad debt expense for the three months ended December 31, 2023 and 2022 were not material.

Inventory

Inventory is stated at the lower of cost, determined on a first-in, first-out basis, or net realizable value. Inventory costs consist of materials purchase costs, outside manufacturing costs, inbound freight and receiving costs, and capitalized overhead. The Company records an inventory reserve for losses associated with excess and obsolete items, based on available information and the Company’s current expectations of future demand, product obsolescence and market conditions. Any provision for excess and obsolete inventory is charged to cost of sales and is a permanent reduction of the carrying value of inventory.

Intangible Assets, net

The Company’s intangible assets principally consist of acquired developed technology and customer relationships and have finite lives ranging from one to fifteen years. The Company amortizes intangible assets over their useful lives on a straight-line basis, which the Company believes approximates the pattern in which the economic benefits of the intangible assets are expected to be utilized. To the extent that an acquired developed technology is incorporated in, or used to produce, a product the Company currently produces and sells, the related amortization expense is included in cost of revenue in the statements of operations and comprehensive loss. Amortization expense on other acquisition-related intangible assets is included in operating expenses.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets, consisting of property and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company did not record any impairment losses on long-lived assets for the three months ended December 31, 2023 and 2022.

Goodwill

Goodwill represents the excess of the fair value of purchase consideration of an acquired business over the fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis on July 31, or more frequently if circumstances change or an event occurs that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company did not record any goodwill impairment losses for the three months ended December 31, 2023 and 2022.

Business Combinations

The Company allocates the purchase price of an acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values. The excess of the purchase price over the fair values of the net assets acquired is recorded as goodwill.

Accounting for business combinations requires that management make significant estimates and assumptions to determine the fair value of assets acquired and liabilities assumed at the acquisition date. Although management believes the assumptions and estimates to be reasonable and appropriate, they are inherently uncertain. Critical estimates in valuing certain acquired assets may include, but are not limited to, expected future cash flows including revenue growth rate assumptions from product sales, customer contracts and acquired technologies, expected costs to develop acquired technology into commercially viable products, estimated cash flows from the projects when completed, including assumptions associated with the technology migration curve and expected selling, general and administrative costs. The discount rates used to discount expected future cash flows to present value are typically derived from a weighted-average cost of capital analysis and are adjusted to reflect inherent risks. Unanticipated events and circumstances may occur that could affect either the accuracy or validity of such assumptions, estimates or actual results.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses a three-tiered hierarchy for inputs used in measuring fair value that emphasizes the use of observable inputs over the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are market participant assumptions based on market data obtained from sources independent of the Company. Unobservable inputs are the Company’s own assumptions of what market participants would use in pricing an asset or liability based on the best information available in the circumstances. The financial and nonfinancial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

As a basis for considering such assumptions, a three-tier hierarchy is used in management’s determination of fair value based on the reliability and observability of inputs as follows:

Level 1 — Observable inputs that include quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations.

Net Income (Loss) Per Share

Basic and diluted net income (loss) per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, net income (loss) is attributed to the Class A and Class B common stock and other participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. For a period in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is antidilutive. See Note 18, Net Income (Loss) Per Share.

Comprehensive Income (Loss)

Comprehensive income (loss) includes the Company’s net income (loss) as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. There were no differences between the Company’s net income (loss) and comprehensive income (loss) for the three months ended December 31, 2023 and 2022.

Accounting Pronouncements Recently Adopted

The Company is an “emerging growth company,” as defined in the Securities Act. Under the Jumpstart Our Business Startups Act of 2012, an emerging growth company has the option to adopt new or revised accounting guidance either (i) within the same periods as otherwise applicable to public business entities, or (ii) within the same time periods as non-public business entities, including early adoption when permissible. With the exception of accounting guidance the Company elected to early adopt, when permissible, the Company has elected to adopt new or revised accounting guidance within the same time periods as non-public business entities.

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Credit Losses (Topic 326) (“ASU 2016-13”), which provides guidance on measurement of credit losses on financial instruments. This ASU adds a current expected credit loss impairment model to GAAP that is based on expected losses rather than incurred losses whereby a broader range of reasonable and supportable information is required to be utilized in order to derive credit loss estimates. The Company adopted this guidance on a modified retrospective basis on October 1, 2023, with no material impact to the condensed consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606 as if the acquiring entity had originated the contracts. The Company adopted this guidance on a prospective basis to business combinations occurring on or after October 1, 2023, with no material impact on its financial position or results of operations.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The disclosures required under ASU 2023-07 are also required for public entities with a single reportable segment. The ASU is effective for the Company’s fiscal year beginning October 1, 2024 and for interim periods within the Company’s fiscal year beginning October 1, 2025, with early adoption permitted. The Company does not expect adoption of ASU 2023-07 will have a material impact on its financial position or results of operations.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASU is effective for the Company’s fiscal year beginning October 1, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company does not expect adoption of ASU 2023-09 will have a material impact on its financial position or results of operations.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Net revenue
Product sales	$ 285	$ 679
Costs and expenses
Cost of revenue	329	694
Research and development	1,562	3,417
Selling, general and administrative	15,663	5,794
Loss from operations	(17,269)	(9,226)
Interest expense	857	83
Change in fair value of earnout liability	(24,764)
Change in fair value of PIPE make-whole liability	2,904
Change in fair value of private warrants	60
Change in fair value of SAFEs	10	50
Merger-related transaction costs expensed	4,009
Loss before income taxes	(345)	(9,359)
Provision (benefit) for income taxes	(1,280)	31
Net income (loss) and comprehensive income (loss)	$ 935	$ (9,390)
Net income (loss) per common share:
Basic (in Dollars per share)	$ 0.04	$ (0.76)
Diluted (in Dollars per share)	$ 0.04	$ (0.76)
Weighted-average common shares outstanding:
Basic (in Shares)	18,617,656	12,379,480
Diluted (in Shares)	23,316,071	12,379,480

Concentrations (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member]	3 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2023
Two Customer [Member]
Concentration Risk [Line Items]
Risk percentage	67.00%		97.00%
One Customer [Member]
Concentration Risk [Line Items]
Risk percentage	17.00%	86.00%

Accounting Policies, by Policy (Policies)

3 Months Ended

Dec. 31, 2023

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Use of Estimates

Use of Estimates

●

valuation of stock-based compensation and equity-based awards;

●

valuation of common stock for periods prior to the Merger;

●

impairment assessments of goodwill and long-lived assets;

●

measurement of the earnout liability, the PIPE make-whole liability and other liabilities carried at fair value;

●

purchase price allocation and valuations of net assets acquired in business combinations; and,

●

provisions for income taxes and related valuation allowances and tax uncertainties.

Cash

Cash

Accounts Receivable, net

Accounts Receivable, net

Inventory

Inventory

Intangible Assets, net

Intangible Assets, net

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Goodwill

Goodwill

Business Combinations

Business Combinations

Fair Value Measurements

Fair Value Measurements

As a basis for considering such assumptions, a three-tier hierarchy is used in management’s determination of fair value based on the reliability and observability of inputs as follows:

Level 1 — Observable inputs that include quoted prices in active markets for identical assets or liabilities.

Level 3 — Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations.

Net Income (Loss) Per Share

Net Income (Loss) Per Share

Comprehensive Income (Loss)

Comprehensive Income (Loss)

Accounting Pronouncements Recently Adopted

Accounting Pronouncements Recently Adopted

Recently Issued Accounting Pronouncements Not Yet Adopted

Recently Issued Accounting Pronouncements Not Yet Adopted

Reverse Recapitalization

3 Months Ended

Dec. 31, 2023

Reverse Recapitalization [Abstract]

Reverse Recapitalization

Note 3 — Reverse Recapitalization

As discussed in Note 1, Company Information, the Closing of the Merger occurred on December 21, 2023. In the Merger, as provided for in the Business Combination Agreement:

	●	All of Legacy Mobix’s 18,134,258 issued and outstanding shares of common stock were cancelled and converted into the same number of shares of the Company’s Class A Common Stock;

	●	All of Legacy Mobix’s Founders Redeemable Convertible Preferred Stock and Series A Redeemable Convertible Preferred Stock, totaling 2,254,901 shares, was converted into the same number of shares of the Company’s Class B Common Stock;

	●	All of Legacy Mobix’s convertible notes were converted into shares of Legacy Mobix common stock immediately prior to Closing and pursuant to their terms, totaling 30,045 shares, which were then cancelled and converted into the same number of shares of the Company’s Class A Common Stock;

	●	All of Legacy Mobix’s SAFEs were converted into 150,953 shares of the Company’s Class A Common Stock;

	●	All of Legacy Mobix’s stock options and warrants were assumed by the Company and converted into the same number of stock options or warrants to purchase shares of the Company’s Class A Common Stock, with no change to their exercise prices, vesting conditions or other terms; and

●

All of Legacy Mobix’s restricted stock units (“RSUs”) were assumed by the Company and converted into an RSU covering the same number of shares of the Company’s Class A Common Stock.

The other related events that occurred in connection with the Closing include the following:

	●	The Company entered into the PIPE Subscription Agreements, as described below;

	●	The Company entered into the Sponsor PIPE Subscription Agreement, Sponsor Warrant and Sponsor Letter Agreement, as described below;

	●	The Company entered into a non-redemption agreement with a shareholder, as described below;

	●	The Company entered into an amendment to its Business Combination Marketing Agreement, as described below;

	●	The Company assumed the 6,000,000 public warrants (“Public Warrants”) and 3,400,000 private placement warrants (“Private Warrants”) originally issued by Chavant in 2021 in connection with its initial public offering, as described in Note 4, Warrants;

●

The Company adopted the 2023 Employee Stock Purchase Plan and the 2023 Equity Incentive Plan, as described in Note 17, Equity Incentive Plans;

	●	The Company adopted an amended and restated certificate of incorporation and amended and restated bylaws; and

●

The Company entered into indemnification agreements with each of its directors and officers.

PIPE Subscription Agreements

In connection with the Merger, Chavant entered into the PIPE Subscription Agreements with certain accredited investors and pursuant to which the investors agreed to purchase an aggregate of 1,975,000 shares of Class A Common Stock of Chavant at a price of $10.00 per share for an aggregate amount of $19,750 in cash. The number of shares purchased by the PIPE investors is subject to adjustment through the issuance of additional shares of Class A Common Stock in the event that the volume weighted average price (“VWAP”) of the Class A Common Stock is less than $10.00 over a specified period. See “Make-Whole Shares,” below.

The PIPE investors also received warrants to purchase 1,950,000 shares of Class A Common Stock at an exercise price of $0.01 per share, of which warrants to purchase 200,000 shares are immediately exercisable and warrants to purchase 1,750,000 shares are exercisable upon obtaining stockholder approval, which is expected to be obtained in 2024.

Sponsor PIPE Subscription Agreements, Sponsor Warrant and Sponsor Letter Agreement

On December 19, 2023, Chavant entered into the Sponsor PIPE Subscription Agreement with the Sponsor pursuant to which the Sponsor agreed to purchase, in a private placement that closed substantially concurrently with the Closing, 199,737 shares of Class A Common Stock at a price of $10.00 per share. The aggregate purchase price of $1,997 was paid through the forgiveness of certain obligations of Chavant. The number of shares purchased by the Sponsor is subject to adjustment through the issuance of additional shares of Class A Common Stock in the event that the VWAP of the Class A Common Stock is less than $10.00 over a specified period. See “Make-Whole Shares,” below.

In connection with the execution of the Sponsor PIPE Subscription Agreement, Legacy Mobix Labs issued to the Sponsor a warrant to purchase 272,454 shares of Legacy Mobix Labs Stock at an exercise price of $0.01 per share, exercisable upon the closing of the Sponsor PIPE Subscription Agreement (the “Sponsor Warrant”). The Sponsor Warrant was exercised at the closing of the Sponsor PIPE Subscription Agreement and, following net settlement into 272,182 shares of Legacy Mobix Labs Stock, converted into 272,182 shares of Class A Common Stock of the Company in connection with the Closing.

On December 20, 2023, Chavant also entered into a Sponsor Letter Agreement with the Sponsor pursuant to which, as consideration for the 199,737 shares issued pursuant to the Sponsor PIPE Subscription Agreement described above, the Sponsor agreed to forgive approximately $1,997 of aggregate outstanding obligations of Chavant. In addition, the Sponsor agreed to forfeit 658,631 Founder Shares and 400,000 Private Warrants that it held, in each case upon the Closing.

Non-Redemption Agreement

On December 20, 2023, Chavant and Mobix Labs entered into a non-redemption agreement with a shareholder of Chavant, pursuant to which the shareholder agreed to withdraw its redemption of 73,706 ordinary shares of Chavant (“Ordinary Shares”) prior to the Merger. In consideration therefor, Mobix Labs issued the shareholder a warrant to purchase 202,692 shares of Legacy Mobix common stock at an exercise price of $0.01 per share, exercisable upon the Closing. The warrant was exercised at the Closing and, following net settlement into 202,489 shares of Legacy Mobix Common Stock, converted into 202,489 shares of Class A Common Stock of the Company in connection with the Closing.

Amendment to Business Combination Marketing Agreement

On December 21, 2023, Chavant entered into an amendment to the Business Combination Marketing Agreement, dated as of July 19, 2021 between Chavant and certain advisors wherein the parties agreed to resolve their differences with respect to marketing fees contemplated by the agreement and the advisors agreed to receive, in lieu of any cash payment of fees or reimbursement of expenses, an aggregate of 280,000 shares of Class A Common Stock. The number of shares is subject to adjustment through the issuance of additional shares of Class A Common Stock in the event that the VWAP of the Class A Common Stock is less than $10.00 over a specified period. See “Make-Whole Shares,” below.

Earnout Shares

In addition to the consideration paid at Closing, certain Legacy Mobix stockholders and certain holders of Legacy Mobix stock options (the “Earnout Recipients”) will be entitled to receive an additional aggregate 3,500,000 shares of Class A Common Stock issuable as earnout shares (the “Earnout Shares”) based on the achievement of trading price targets following the Closing and subject to the terms provided in the Business Combination Agreement. The Earnout Shares have a seven-year “Earnout Period,” commencing on the date that is the one year anniversary of the Closing, pursuant to which up to 1,750,000 shares of Class A Common Stock will be distributed to the Earnout Recipients if the VWAP of the Class A Common Stock exceeds $12.50 for any twenty trading days within a period of thirty consecutive trading days during the Earnout Period and an additional 1,750,000 shares of Class A Common Stock will be distributed to the Earnout Recipients if the VWAP of the Class A Common Stock exceeds $15.00 for any twenty trading days within a period of thirty consecutive trading days during the Earnout Period.

The Earnout Shares are accounted for as liability classified instruments because the events that determine the number of Earnout Shares to which the Earnout Recipients will be entitled include events that are not solely indexed to the Company’s common stock. At the time of Closing, the Company estimated the aggregate fair value of its liability for the Earnout Shares using a Monte Carlo simulation model and recorded a liability of $33,559. As of December 31, 2023, none of the conditions for the issuance of any Earnout Shares had been achieved and the Company adjusted the carrying amount of the liability to its estimated fair value of $8,795. The gain resulting from the $24,764 decrease in the fair value of the liability, which is primarily the result of a decrease in the Company’s stock price between the Closing and December 31, 2023, is included in “Change in fair value of earnout liability” in the condensed consolidated statements of operations and comprehensive income (loss).

Make-Whole Shares

Pursuant to the PIPE Subscription Agreements, the Sponsor PIPE Subscription Agreement and the Amendment to Business Combination Marketing Agreement described above, Chavant agreed to issue additional shares of its Class A Common Stock (the “Make-Whole Shares”) to the PIPE Investors, the Sponsor and certain advisors with respect to 2,454,737 shares of the Company’s Class A Common Stock in the event that the VWAP per share of the Class A Common Stock during the thirty-day period (the “Adjustment Period”) commencing on the date that is thirty days after the date on which the PIPE resale registration statement is declared effective (the “Adjustment Period VWAP”) is less than $10.00 per share. In such case, the PIPE Investors will be entitled to receive a number of Make-Whole Shares equal to the number of shares of Class A Common Stock issued to the PIPE Investor multiplied by a fraction, the numerator of which is $10.00 minus the Adjustment Period VWAP and the denominator of which is the Adjustment Period VWAP. In the event that the Adjustment Period VWAP is less than $7.00, the Adjustment Period VWAP will be deemed to be $7.00.

The Make-Whole Shares are accounted for as liability classified instruments because the events that determine the number of Make-Whole Shares issuable include events that are not solely indexed to the Company’s common stock. At the time of Closing, the Company estimated the aggregate fair value of its liability for the Make-Whole Shares using a Monte Carlo simulation model and recorded a liability of $2,071. As of December 31, 2023, the Make-Whole Shares had not been issued and the Company adjusted the carrying amount of the liability to its estimated fair value of $4,975. The loss resulting from the $2,904 increase in the fair value of the liability is included in “Change in fair value of PIPE make-whole liability” in the condensed consolidated statements of operations and comprehensive income (loss).

See Note 12, Fair Value Measurements, for additional information on the Company’s measurements with respect to the financial instruments issued in connection with the foregoing agreements.

Legacy Mobix incurred $6,363 of transaction costs in connection with the Merger, which was determined to be a capital-raising transaction for Legacy Mobix. At the time of the Closing, the Company allocated this amount between the equity-classified instruments and liability-classified instruments, based on their relative fair values, and recorded the $2,354 of costs associated with equity-classified instruments as a reduction of additional paid-in capital and charged the remaining $4,009 of costs associated with liability-classified instruments to expense. The Company also recognized a liability for unpaid transaction costs of Chavant totaling $3,090, which the Company recorded as a reduction of the proceeds of the Merger at the time of the Closing.

The following tables reconcile elements of the Merger to the Company’s condensed consolidated financial statements, and should be read in conjunction with the footnotes referenced above:

	Shares

Chavant public shares, net of redemptions		111,005
Chavant founder shares, net of shares forfeited		1,341,369
PIPE investors’ shares		1,975,000
Settlement of PIPE warrant		199,800
Sponsor PIPE subscription		199,737
Settlement of Sponsor Warrant		272,182
Settlement of warrant to non-redeeming shareholder		202,489
Amendment to Business Combination Marketing Agreement		280,000
Total Chavant shares outstanding immediately prior to the Merger		4,581,582

Legacy Mobix rollover shares		18,139,258
Conversion of Legacy Mobix convertible notes		30,045
Conversion of Legacy Mobix SAFEs		150,953
Total number of Class A common shares issued in the Merger		22,901,838

Closing proceeds:
Proceeds from Chavant trust fund	$	1,264
Proceeds from PIPE investment		19,750

Closing disbursements:
Legacy Mobix Merger-related transaction costs		(3,747	)
Chavant Merger-related transaction costs		(2,219	)
Net cash proceeds from the Merger at Closing		15,048

Mobix Merger-related transaction costs paid prior to closing		(983	)
Net cash proceeds		14,065

Non-cash activity:
Conversion of Legacy Mobix convertible notes to Class A Common Stock		206
Conversion of Legacy Mobix SAFEs to Class A Common Stock		1,522
Conversion of Legacy Mobix redeemable convertible preferred stock to Class B Common Stock		2,300
Unpaid Merger-related transaction costs assumed from Chavant		(871	)
Unpaid Merger-related transaction costs of Legacy Mobix		(1,633	)
Merger-related transaction costs expensed		4,009

Liability-classified instruments:
Fair value of earnout liability		(33,559	)
Fair value of PIPE make-whole liability		(2,071	)
Fair value of Private Warrants		(150	)
Net equity impact of the Merger	$	(16,182	)

Fair Value Measurements (Details) - Schedule of Liabilities Measured at Fair Value on a Recurring Basis - Fair Value, Recurring [Member] $ in Thousands	3 Months Ended
	Dec. 31, 2023 USD ($)
Fair Value Measurements [Line Items]
Total	$ 14,613
Earnout liability [Member]
Fair Value Measurements [Line Items]
Total	8,795
PIPE make-whole liability [Member]
Fair Value Measurements [Line Items]
Total	4,975
Private Warrants and other warrants [Member]
Fair Value Measurements [Line Items]
Total	843
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements [Line Items]
Total
Fair Value, Inputs, Level 1 [Member] \| Earnout liability [Member]
Fair Value Measurements [Line Items]
Total
Fair Value, Inputs, Level 1 [Member] \| PIPE make-whole liability [Member]
Fair Value Measurements [Line Items]
Total
Fair Value, Inputs, Level 1 [Member] \| Private Warrants and other warrants [Member]
Fair Value Measurements [Line Items]
Total
Fair Value, Inputs, Level 2 [Member]
Fair Value Measurements [Line Items]
Total
Fair Value, Inputs, Level 2 [Member] \| Earnout liability [Member]
Fair Value Measurements [Line Items]
Total
Fair Value, Inputs, Level 2 [Member] \| PIPE make-whole liability [Member]
Fair Value Measurements [Line Items]
Total
Fair Value, Inputs, Level 2 [Member] \| Private Warrants and other warrants [Member]
Fair Value Measurements [Line Items]
Total
Fair Value, Inputs, Level 3 [Member]
Fair Value Measurements [Line Items]
Total	14,613
Fair Value, Inputs, Level 3 [Member] \| Earnout liability [Member]
Fair Value Measurements [Line Items]
Total	8,795
Fair Value, Inputs, Level 3 [Member] \| PIPE make-whole liability [Member]
Fair Value Measurements [Line Items]
Total	4,975
Fair Value, Inputs, Level 3 [Member] \| Private Warrants and other warrants [Member]
Fair Value Measurements [Line Items]
Total	$ 843

Goodwill

3 Months Ended

Dec. 31, 2023

Goodwill [Abstract]

Goodwill

Note 9 — Goodwill

The following table summarizes changes in the carrying amount of goodwill during the three months ended December 31, 2023. There were no changes in the carrying amount of goodwill during the three months ended December 31, 2022.

Balance at September 30, 2023	$	5,217
Acquisition of EMI		5,542
Balance at December 31, 2023	$	10,759

Reverse Recapitalization (Tables)

3 Months Ended

Dec. 31, 2023

Reverse Recapitalization [Abstract]

Schedule of Condensed Consolidated Financial Statements

The following tables reconcile elements of the Merger to the Company’s condensed consolidated financial statements, and should be read in conjunction with the footnotes referenced above:

	Shares

Chavant public shares, net of redemptions		111,005
Chavant founder shares, net of shares forfeited		1,341,369
PIPE investors’ shares		1,975,000
Settlement of PIPE warrant		199,800
Sponsor PIPE subscription		199,737
Settlement of Sponsor Warrant		272,182
Settlement of warrant to non-redeeming shareholder		202,489
Amendment to Business Combination Marketing Agreement		280,000
Total Chavant shares outstanding immediately prior to the Merger		4,581,582

Legacy Mobix rollover shares		18,139,258
Conversion of Legacy Mobix convertible notes		30,045
Conversion of Legacy Mobix SAFEs		150,953
Total number of Class A common shares issued in the Merger		22,901,838

Closing proceeds:
Proceeds from Chavant trust fund	$	1,264
Proceeds from PIPE investment		19,750

Closing disbursements:
Legacy Mobix Merger-related transaction costs		(3,747	)
Chavant Merger-related transaction costs		(2,219	)
Net cash proceeds from the Merger at Closing		15,048

Mobix Merger-related transaction costs paid prior to closing		(983	)
Net cash proceeds		14,065

Non-cash activity:
Conversion of Legacy Mobix convertible notes to Class A Common Stock		206
Conversion of Legacy Mobix SAFEs to Class A Common Stock		1,522
Conversion of Legacy Mobix redeemable convertible preferred stock to Class B Common Stock		2,300
Unpaid Merger-related transaction costs assumed from Chavant		(871	)
Unpaid Merger-related transaction costs of Legacy Mobix		(1,633	)
Merger-related transaction costs expensed		4,009

Liability-classified instruments:
Fair value of earnout liability		(33,559	)
Fair value of PIPE make-whole liability		(2,071	)
Fair value of Private Warrants		(150	)
Net equity impact of the Merger	$	(16,182	)

Equity Incentive Plans (Details) - Schedule of Stock Option Activity - Stock option activity [Member]	3 Months Ended
	Dec. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options, Outstanding \| shares	5,905,684
Weighted-Average Exercise Price per Share, Outstanding \| $ / shares	$ 4.28
Number of Options, Outstanding \| shares	5,408,901
Weighted-Average Exercise Price per Share, Outstanding \| $ / shares	$ 4.14
Weighted-Average Remaining Contractual Term, Outstanding	7 years 4 months 24 days
Number of Options, Exercisable \| shares	4,055,326
Weighted-Average Exercise Price per Share, Exercisable \| $ / shares	$ 3.29
Weighted-Average Remaining Contractual Term, Exercisable	7 years
Number of Options, Granted \| shares	32,200
Weighted-Average Exercise Price per Share, Granted \| $ / shares	$ 6.84
Number of Options, Exercised \| shares	(390,440)
Weighted-Average Exercise Price per Share, Exercised \| $ / shares	$ 5.8
Number of Options, Expired \| shares	(138,543)
Weighted-Average Exercise Price per Share, Expired \| $ / shares	$ 5.99

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Dec. 31, 2023

Accrued Expenses and Other Current Liabilities [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	December 31,		September 30,
	2023		2023

Accrued compensation and benefits	$	2,778	$	2,841
Liability for issuance of warrants		633		—
Accrued professional fees		1,008		273
Accrued interest		333		304
Deferred revenue		91		138
Unpaid Merger-related transaction costs		2,238		—
Other		1,464		963
Total accrued expenses and other current liabilities	$	8,545	$	4,519

Net Income (Loss) Per Share (Details) - Schedule of Net Income (Loss) Per Share Per Common Share of Basic and Diluted - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class A [Member]
Numerator:
Allocation of net income (loss)	$ 834
Denominator:
Weighted-average shares outstanding (in Shares)	18,617,656
Basic net income (loss) per share (in Dollars per share)	$ 0.04
Numerator:
Allocation of net income (loss)	$ 834
Reallocation of net income as a result of conversion of Class B to Class A Common Stock	101
Reallocation of net income
Allocation of net income (loss)	$ 935
Denominator:
Number of shares used in basic earnings per share calculation (in Shares)	18,617,656
Conversion of Class B to Class A Common Stock	$ 2,254,901
Dilutive effect of stock options, warrants and RSUs	$ 2,443,514
Number of shares used in per share computation (in Shares)	23,316,071
Diluted net income (loss) per share (in Dollars per share)	$ 0.04
Class B [Member]
Numerator:
Allocation of net income (loss)	$ 101
Denominator:
Weighted-average shares outstanding (in Shares)	2,254,901
Basic net income (loss) per share (in Dollars per share)	$ 0.04
Numerator:
Allocation of net income (loss)	$ 101
Reallocation of net income as a result of conversion of Class B to Class A Common Stock
Reallocation of net income	(11)
Allocation of net income (loss)	$ 90
Denominator:
Number of shares used in basic earnings per share calculation (in Shares)	2,254,901
Conversion of Class B to Class A Common Stock
Dilutive effect of stock options, warrants and RSUs
Number of shares used in per share computation (in Shares)	2,254,901
Diluted net income (loss) per share (in Dollars per share)	$ 0.04
Common Stock [Member]
Numerator:
Allocation of net income (loss)		$ (9,390)
Denominator:
Weighted-average shares outstanding (in Shares)		12,379,480
Basic net income (loss) per share (in Dollars per share)		$ (0.76)
Numerator:
Allocation of net income (loss)		$ (9,390)
Reallocation of net income as a result of conversion of Class B to Class A Common Stock
Reallocation of net income
Allocation of net income (loss)		$ (9,390)
Denominator:
Number of shares used in basic earnings per share calculation (in Shares)		12,379,480
Conversion of Class B to Class A Common Stock
Dilutive effect of stock options, warrants and RSUs
Number of shares used in per share computation (in Shares)		12,379,480
Diluted net income (loss) per share (in Dollars per share)		$ (0.76)

Fair Value Measurements

3 Months Ended

Dec. 31, 2023

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 12 — Fair Value Measurements

The carrying amounts of the Company’s cash, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these instruments. The Company believes the aggregate carrying value of debt approximates its fair value as of December 31, 2023 and September 30, 2023 because the notes payable, the 7% promissory notes - related parties, the notes payable - related parties and the convertible notes each mature or converted within one year of the respective balance sheet dates.

Fair Value Hierarchy

Liabilities measured at fair value on a recurring basis as of December 31, 2023 are as follows:

	Level 1		Level 2		Level 3		Total

Earnout liability	$	—	$	—	$	8,795	$	8,795
PIPE make-whole liability		—		—		4,975		4,975
Private Warrants and other warrants		—		—		843		843

Total	$	—	$	—	$	14,613	$	14,613

The Company classifies the earnout liability, the PIPE make-whole liability, the Private Warrants and other warrants and the SAFEs as Level 3 financial instruments due to the judgment required to develop the assumptions used and the significance of those assumptions to the fair value measurement. No financial instruments were transferred between levels of the fair value hierarchy during the three months ended December 31, 2023 or December 31, 2022. The following table provides a reconciliation of the balance of financial instruments measured at fair value on a recurring basis using Level 3 inputs:

Three months ended December 31, 2023:	Earnout Liability			PIPE Make-Whole Liability		Private Warrants and Other Warrants		SAFEs

Balance, September 30, 2023	$	—		$	—	$	—	$	1,512
Liabilities recognized		33,559			2,071		783		—
Conversion to Class A Common Stock in the Merger		—			—		—		(1,522	)
Change in fair value included in net income (loss)		(24,764	)		2,904		60		10

Balance, December 31, 2023	$	8,795		$	4,975	$	843	$	—

Three months ended December 31, 2022:	SAFEs

Balance, September 30, 2022	$	1,983
Issuance of SAFEs		—
Change in fair value included in net income (loss)		50

Balance, December 31, 2022	$	2,033

Earnout Liability

The Company estimates the fair value of the earn-out liability using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, expected term and risk-free rate that determine the probability of achieving the earnout conditions. The following table summarizes the assumptions used in estimating the fair value of the earnout liability at the respective dates:

	December 21, 2023 (Closing)			December 31, 2023

Stock price	$	10.66		$	4.02
Expected volatility		50	%		50	%
Risk-free rate		3.9	%		3.9	%
Contractual term		8 years			8 years

PIPE Make-Whole Liability

The Company uses a Monte Carlo simulation model that utilizes significant assumptions, including volatility, expected term and risk-free rate, to estimate the fair value of the PIPE make-whole liability. The following table summarizes the assumptions used in estimating the fair value of the PIPE make-whole liability at the respective dates:

	December 21, 2023 (Closing)			December 31, 2023

Stock price	$	10.17		$	6.18
Expected volatility		49	%		49	%
Risk-free rate		5.4	%		5.4	%
Contractual term		4 months			4 months

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Subsequent Events

3 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 21 — Subsequent Events

In January 2024, the Company reduced its workforce by approximately 35%, consisting of employees previously placed on temporary furlough during the fourth quarter of fiscal year 2023.

Leases (Details)	3 Months Ended
Leases (Details)	Dec. 31, 2023 USD ($) m²	Dec. 31, 2022 USD ($)
Leases [Abstract]
Remaining terms	3 years 8 months 12 days
Lease covering (in Square Meters) \| m²	19,436
Lease security deposit	$ 400
Operating lease liabilities	$ 136	$ 132
Weighted average discount rate	15.60%
Remaining lease term	3 years 7 months 6 days

Equity Incentive Plans

3 Months Ended

Dec. 31, 2023

Equity Incentive Plans [Abstract]

Equity Incentive Plans

Note 17 — Equity Incentive Plans

In connection with the Merger, the Company adopted of 2023 Equity Incentive Plan, which provides for the issuance of stock options, restricted stock awards, RSUs and other stock-based compensation awards to employees, directors, officers, consultants or others who provide services to the Company. The specific terms of such awards are to be established by the board of directors or a committee thereof. The Company has reserved 2,290,183 shares of its Class A Common Stock for issuance under the terms of the 2023 Equity Incentive Plan. As of December 31, 2023, the Company had not issued any awards under this plan.

Also in connection with the Merger, the Company adopted the 2023 Employee Stock Purchase Plan to assist eligible employees in acquiring stock ownership in the Company. Under the 2023 Employee Stock Purchase Plan, eligible employees may elect to enroll in the plan, designate a portion of eligible compensation to be withheld by the Company during an offering period, and purchase shares of the Company’s Class A Common Stock at the end of such offering period. The price of the shares purchased shall not be less than 85% of the fair market value of a share on the enrollment date or on the purchase date, whichever is lower. The Company has reserved 858,935 shares of its Class A Common Stock for issuance under the terms of the 2023 Employee Stock Purchase Plan. As of December 31, 2023, the Company had not commenced any offering period nor sold any shares under this plan.

Prior to the Merger, Legacy Mobix had three equity incentive plans which provided for the issuance of stock-based compensation awards and immediately prior to the Merger, Legacy Mobix RSUs and stock options were outstanding under these plans. Under the terms of the 2023 Equity Incentive Plan, no further awards may be made under the Legacy Mobix equity incentive plans.

Restricted Stock Units

In connection with the Merger, all of Legacy Mobix’s RSUs were assumed by the Company and converted into an RSU covering the same number of shares of the Company’s Class A Common Stock.

In November 2022, Legacy Mobix and certain of its officers and key employees agreed to enter into amended RSU agreements relating to an aggregate of 10,000,000 RSUs and in March 2023 and May 2023, Legacy Mobix and certain of its officers and key employees agreed to forfeit the 10,000,000 RSUs. The RSUs to these officers and key employees were replaced with a commitment from the Company, contingent upon closing of the Merger, to issue an aggregate of 5,000,000 RSUs (of which 1,000,000 were modified to common stock warrants upon the holder’s termination of employment) over three years, beginning on the first anniversary of the Closing of the Merger. Because the vesting of these awards is subject to both a service condition and a performance condition (completion of the Merger), the Company determined that vesting of the awards was not probable and did not recognize any stock-based compensation expense for these awards prior to the Closing.

Upon Closing, the performance condition was satisfied, and vesting of the awards is subject only to a service condition. As a result, the Company is required to recognize the value of these awards over the requisite service period. During the three months ended December 31, 2023, the Company recognized stock-based compensation expense of $10,858 relating to these RSUs and warrants, which includes a catch-up for the portion of the service period completed prior to the performance condition being satisfied.

A summary of activity in the Company’s RSUs for the three months ended December 31, 2023 is as follows:

	Number of units			Weighted-Average Grant Date Fair Value per Unit

Outstanding at September 30, 2023		209,494		$	6.84
Performance-based RSUs		4,000,000		$	10.58
Vested		(104,748	)	$	6.84
Cancelled		—		$	—
Outstanding at December 31, 2023		4,104,746		$	10.48

No RSUs vested during the three months years ended December 31, 2022. Unrecognized compensation expense related to RSUs was $33,628 as of December 31, 2023 and is expected to be recognized over a weighted-average period of 3.9 years.

Stock Options

In connection with the Merger, all Legacy Mobix stock options were assumed by the Company and converted into the same number of stock options of the Company, with no change to their exercise prices, vesting conditions or other terms. Stock option activity for the three months ended December 31, 2023 is as follows:

	Number of Options			Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Term (years)

Outstanding at September 30, 2023		5,905,684		$	4.28
Granted		32,200		$	6.84
Exercised		(390,440	)	$	5.80
Expired		(138,543	)	$	5.99
Outstanding at December 31, 2023		5,408,901		$	4.14		7.4

Exercisable at December 31, 2023		4,055,326		$	3.29		7.0

The terms of stock option awards permit a “net share settlement” for exercises of stock options, at the Company’s discretion. Stock options exercised during the three months ended December 31, 2023 include options to purchase an aggregate of 390,440 shares which were exercised and settled for 168,235 shares of Class A Common Stock, with no cash proceeds to the Company.

Unrecognized stock-based compensation expense related to stock options, totaling $4,963 as of December 31, 2023, is expected to be recognized over a weighted-average period of 2.3 years. The aggregate intrinsic value of stock options outstanding and stock options exercisable as of December 31, 2023 was $7,587 and $7,587, respectively. The total intrinsic value of options exercised during the three months ended December 31, 2023 and 2022, was $1,639 and $0, respectively. The total fair value of options that vested during the three months ended December 31, 2023 and 2022 was $903 and $785, respectively.

The weighted-average grant date fair value of options granted during the three months ended December 31, 2023 and 2022 was $3.50 and $3.60, respectively. The fair value of stock options granted was estimated with the following assumptions:

	Three months ended December 31,
	2023						2022
	Range						Range
	Low			High			Low			High

Expected volatility		54.8	%		55.6	%		52.4	%		53.6	%
Expected dividend yield		0	%		0	%		0	%		0	%
Risk-free interest rate		3.9	%		4.4	%		3.6	%		4.2	%
Expected term (years)		4.5			5.3			5.0			5.8

The condensed consolidated statements of operations and comprehensive income (loss) include stock-based compensation expense as follows:

	Three months ended December 31,
	2023		2022

Cost of revenue	$	—	$	11
Research and development		501		542
Selling, general and administrative		12,204		3,303
Total stock-based compensation expense	$	12,705	$	3,856

Equity Incentive Plans (Details) - Summary of Activity in the Company's RSUs - Restricted Stock Units (RSUs) [Member]	3 Months Ended
	Dec. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of units, Outstanding \| shares	209,494
Weighted-Average Grant Date Fair Value per Unit, Outstanding \| $ / shares	$ 6.84
Number of units, Performance-based RSUs \| shares	4,000,000
Weighted-Average Grant Date Fair Value per Unit, Performance-based RSUs \| $ / shares	$ 10.58
Number of units, Vested \| shares	(104,748)
Weighted-Average Grant Date Fair Value per Unit, Vested \| $ / shares	$ 6.84
Number of units, Cancelled \| shares
Weighted-Average Grant Date Fair Value per Unit, Cancelled \| $ / shares
Number of units, Outstanding \| shares	4,104,746
Weighted-Average Grant Date Fair Value per Unit, Outstanding \| $ / shares	$ 10.48

Accrued Expenses and Other Current Liabilities

3 Months Ended

Dec. 31, 2023

Accrued Expenses and Other Current Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

Note 10 — Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	December 31,		September 30,
	2023		2023

Accrued compensation and benefits	$	2,778	$	2,841
Liability for issuance of warrants		633		—
Accrued professional fees		1,008		273
Accrued interest		333		304
Deferred revenue		91		138
Unpaid Merger-related transaction costs		2,238		—
Other		1,464		963
Total accrued expenses and other current liabilities	$	8,545	$	4,519

Net Income (Loss) Per Share (Tables)

3 Months Ended

Dec. 31, 2023

Net Income (Loss) Per Share [Abstract]

Schedule of Net Income (Loss) Per Share Per Common Share of Basic and Diluted

In periods where the Company has a net loss, the weighted-average number of shares used in the computation of diluted net loss per share is the same as for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the computation as their impact is anti-dilutive.

	Three months ended December 31,
	2023					2022
	Class A		Class B			Common Stock

Basic net income (loss) per share:
Numerator:
Allocation of net income (loss)	$	834	$	101		$	(9,390	)
Denominator:
Weighted-average shares outstanding		18,617,656		2,254,901			12,379,480
Basic net income (loss) per share	$	0.04	$	0.04		$	(0.76	)

Diluted net income (loss) per share:
Numerator:
Allocation of net income (loss)	$	834	$	101		$	(9,390	)
Reallocation of net income as a result of conversion of Class B to Class A Common Stock		101		—			—
Reallocation of net income		—		(11	)		—
Allocation of net income (loss)		935		90			(9,390	)

Denominator:
Number of shares used in basic earnings per share calculation		18,617,656		2,254,901			12,379,480
Conversion of Class B to Class A Common Stock		2,254,901		—			—
Dilutive effect of stock options, warrants and RSUs		2,443,514		—			—
Number of shares used in per share computation		23,316,071		2,254,901			12,379,480
Diluted net income (loss) per share	$	0.04	$	0.04		$	(0.76	)

Schedule of Dilutive Securities Not Included in Net Income (Loss) Per Share Common Share

The potential shares of Class A Common Stock that were excluded from the computation of diluted net income (loss) per share attributable to stockholders for the periods presented because including them would have an antidilutive effect were as follows:

	Three months ended December 31,
	2023		2022

Public Warrants and Private Warrants		9,000,000		—
Make-whole shares		1,052,030		—
Earnout shares		3,500,000		—
RSUs		—		10,984,241
Stock options		1,690,476		6,400,758
Convertible preferred stock (on an as-converted basis)		—		2,254,901
Common stock warrants		—		400,000
Convertible notes		—		131,072
		15,242,506		20,170,972

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating activities
Net income (loss)	$ 935	$ (9,390)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation	113	113
Amortization of intangible assets	237	211
Issuance of warrants in connection with notes payable, charged to interest expense	729
Change in fair value of earnout liability	(24,764)
Change in fair value of PIPE make-whole liability	2,904
Change in fair value of private warrants	60
Change in fair value of SAFEs	10	50
Merger-related transaction costs expensed	4,009
Stock-based compensation	12,705	3,856
Deferred income taxes	(1,280)
Other non-cash items	(21)	5
Changes in operating assets and liabilities, net of acquisition of business:
Accounts receivable	136	5
Inventory	52	191
Prepaid expenses and other current assets	27	105
Accounts payable	525	(768)
Accrued expenses and other current liabilities	27	150
Net cash used in operating activities	(3,596)	(5,472)
Investing activities
Acquisition of EMI Solutions, Inc., net of cash acquired	(110)
Acquisition of property and equipment	(5)	(6)
Net cash used in investing activities	(115)	(6)
Financing activities
Proceeds from issuance of common stock	3,286	5,108
Proceeds from exercise of common stock warrants		900
Proceeds from issuance of notes payable	246
Proceeds from issuance of convertible notes	200
Principal payments on notes payable	(18)
Principal payments on notes payable – related parties	(344)
Proceeds from the merger and PIPE	21,014
Merger-related transaction costs paid	(5,966)	(65)
Net cash provided by financing activities	18,418	5,943
Net increase in cash	14,707	465
Cash, beginning of period	89	178
Cash, end of period	14,796	643
Supplemental cash flow information
Cash paid for interest	80
Cash paid for income taxes
Non-cash investing and financing activities:
Unpaid Merger-related transaction costs	2,504	1,013
Contingently redeemable convertible stock issued for acquisition of EMI Solutions, Inc.	8,856
Deferred purchase consideration for acquisition of EMI Solutions, Inc.	1,886
Conversion of SAFEs to common stock	1,522
Issuance of warrants in connection with notes payable, recorded as debt discount	$ 107

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Founders Redeemable Convertible Preferred Stock	Series A Redeemable Convertible Preferred Stock	Class A Common Stock	Class B Common Stock	Contingently Redeemable Common Stock	Legacy Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Sep. 30, 2022		$ 2,300					$ 34,722	$ (44,141)	$ (9,419)
Balance (in Shares) at Sep. 30, 2022	588,235	1,666,666				11,868,397
Issuance of common stock							5,295		5,295
Issuance of common stock (in Shares)						773,889
Stock-based compensation							3,856		3,856
Issuance of common stock upon exercise of warrants							900		900
Issuance of common stock upon exercise of warrants (in Shares)						300,000
Net income (loss)								(9,390)	(9,390)
Balance at Dec. 31, 2022		$ 2,300					44,773	(53,531)	(8,758)
Balance (in Shares) at Dec. 31, 2022	588,235	1,666,666				12,942,286
Balance at Sep. 30, 2023		$ 2,300					78,421	(83,762)	(5,341)
Balance (in Shares) at Sep. 30, 2023	588,235	1,666,666				16,692,175
Issuance of common stock							3,286		3,286
Issuance of common stock (in Shares)						482,171
Issuance of contingently redeemable common stock for acquisition of EMI Solutions, Inc.					$ 8,856
Issuance of contingently redeemable common stock for acquisition of EMI Solutions, Inc. (in Shares)					964,912
Lapse of redemption feature on common stock					$ (8,856)		8,856		8,856
Lapse of redemption feature on common stock (in Shares)					(964,912)	964,912
Issuance of warrants in connection with notes payable							107		107
Stock-based compensation							12,705		12,705
Reverse recapitalization transactions, net (Note 3)		$ (2,300)					(16,182)		(16,182)
Reverse recapitalization transactions, net (Note 3) (in Shares)	(588,235)	(1,666,666)	22,901,838	2,254,901		(18,139,258)
Issuance of common stock upon exercise of stock options
Issuance of common stock upon exercise of stock options (in Shares)			168,235
Issuance of common stock upon exercise of warrants
Issuance of common stock upon exercise of warrants (in Shares)			369,671
Issuance of common stock upon vesting of RSUs
Issuance of common stock upon vesting of RSUs (in Shares)			104,748
Net income (loss)								935	935
Balance at Dec. 31, 2023							$ 87,193	$ (82,827)	$ 4,366
Balance (in Shares) at Dec. 31, 2023			23,544,492	2,254,901

Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Sep. 30, 2023
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 3,005	$ 2,893
Less: Accumulated depreciation	(1,146)	(1,034)
Property and equipment, net	1,858	1,859
Equipment and furniture [Member]
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 929	858
Equipment and furniture [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	5
Equipment and furniture [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	7
Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	5
Property and equipment gross	$ 601	601
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful life	Shorter of estimated useful life or remaining lease term
Property and equipment gross	$ 891	850
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment gross	$ 584	$ 584

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023
Founders Convertible Preferred Stock
Convertible Preferred Stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Convertible Preferred Stock, shares authorized		600,000
Convertible Preferred Stock, shares issued		588,235
Convertible Preferred Stock, shares outstanding		588,235
Series A Convertible Preferred Stock
Convertible Preferred Stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Convertible Preferred Stock, shares authorized		2,000,000
Convertible Preferred Stock, shares issued		1,666,666
Convertible Preferred Stock, shares outstanding		1,666,666
Convertible Preferred Stock, liquidation preference (in Dollars)	$ 2,300	$ 2,300
Legacy Mobix Common Stock
Common stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized		57,400,000
Common stock, shares issued		16,692,175
Common stock, shares outstanding		16,692,175
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	285,000,000	285,000,000
Common stock, shares issued	23,544,492
Common stock, shares outstanding	23,544,492
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	5,000,000	5,000,000
Common stock, shares issued	2,254,901
Common stock, shares outstanding	2,254,901

Property and Equipment, Net

3 Months Ended

Dec. 31, 2023

Property and Equipment, Net [Abstract]

Property and Equipment, net

Note 7 — Property and Equipment, net

Property and equipment, net consists of the following:

	Estimated Useful Life	December 31,			September 30,
	(years)	2023			2023

Equipment and furniture	5 - 7	$	929		$	858
Laboratory equipment	5		601			601
Leasehold improvements	Shorter of estimated useful life or remaining lease term		891			850
Construction in progress			584			584
Property and equipment, gross			3,005			2,893
Less: Accumulated depreciation			(1,146	)		(1,034	)
Property and equipment, net		$	1,858		$	1,859

Depreciation expense for the three months ended December 31, 2023 and 2022 was $113 and $113, respectively.

Income Taxes

3 Months Ended

Dec. 31, 2023

Income Taxes [Abstract]

Income Taxes

Note 15 — Income Taxes

The Company recorded a provision (benefit) for income taxes of $(1,280) and $31 for the three months ended December 31, 2023 and 2022, respectively. The provision (benefit) for income taxes for the three months ended December 31, 2023 and 2022 was calculated using the discrete year-to-date method. In connection with the acquisition of EMI, the Company recognized an additional deferred tax liability of $1,386 associated with acquired intangible assets. Based on the availability of these tax attributes, the Company determined that it expects to realize a greater portion of its existing deferred tax assets and for the three months ended December 31, 2023 the Company recognized an income tax benefit of $1,280 for the resulting reduction in the valuation allowance on its deferred tax assets. For the three months ended December 31, 2022, the Company’s provision for income taxes differs from an amount calculated based on statutory tax rates principally due to the Company recording a valuation allowance against the net operating losses it generated during the period. The Company establishes a valuation allowance when necessary to reduce the carrying amount of its deferred tax assets when it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to realize deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, potential limitations on the Company’s ability to carry forward net operating losses, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on these factors, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 13
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Fair Value Measurements (Details) - Schedule of Assumptions Used in Estimating the Fair Value - $ / shares	3 Months Ended
	Dec. 31, 2023	Dec. 21, 2023
Earnout Liability [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock price (in Dollars per share)	$ 4.02	$ 10.66
Expected volatility	50.00%	50.00%
Risk-free rate	3.90%	3.90%
Contractual term	8 years	8 years
PIPE Make-Whole Liability [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock price (in Dollars per share)	$ 6.18	$ 10.17
Expected volatility	49.00%	49.00%
Risk-free rate	5.40%	5.40%
Contractual term	4 years	4 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Section 35
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Dec. 31, 2023	Feb. 16, 2024
Document Information Line Items
Entity Registrant Name	Mobix Labs, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--09-30
Amendment Flag	false
Entity Central Index Key	0001855467
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-40621
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1591717
Entity Address, Address Line One	15420 Laguna Canyon Rd
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	(949)
Local Phone Number	808-8888
Entity Interactive Data Current	Yes
Class A Common Stock, par value $0.00001 per share
Document Information Line Items
Trading Symbol	MOBX
Title of 12(b) Security	Class A Common Stock, par value $0.00001 per share
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one share of Class A Common Stock
Document Information Line Items
Trading Symbol	MOBXW
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one share of Class A Common Stock
Security Exchange Name	NASDAQ
Class A Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		23,553,220
Class B Common Stock
Document Information Line Items
Entity Common Stock, Shares Outstanding		2,254,901

Debt (Details) - Schedule of Debt (Parentheticals)	Dec. 31, 2023	Sep. 30, 2023
Related Party [Member] \| Promissory Notes-Related parties [Member]
Debt [Line Items]
Percentage of promissory notes	7.00%	7.00%

Leases (Details) - Schedule of Lease Costs are Included in the Statement of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Lease Costs are Included in the Statement of Operations and Comprehensive Loss [Abstract]
Operating lease cost	$ 100	$ 101
Short-term lease cost	2	80
Total lease cost	$ 102	$ 181

Company Information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 20, 2023	Dec. 19, 2023	Sep. 30, 2023
Company Information [Line Items]
Gross proceeds	$ 21,014	$ 21,014
Cash held in trust account	1,264	1,264
Private investment in public equity		19,750
Common stock price per share (in Dollars per share)				$ 0.01	$ 0.01
Incurred losses from operations		(17,269)	$ (9,226)
Accumulated deficit	$ (82,827)	$ (82,827)				$ (83,762)
Class A Common Stock [Member]
Company Information [Line Items]
Common stock price per share (in Dollars per share)	$ 10	$ 10

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Equity Incentive Plans (Details) - Schedule of Statements of Operations and Comprehensive Income (Loss) Stock-based Compensation Expense - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Statements of Operations and Comprehensive Income (Loss) [Line Items]
Total stock-based compensation expense	$ 12,705	$ 3,856
Cost of Revenue [Member]
Schedule of Statements of Operations and Comprehensive Income (Loss) [Line Items]
Total stock-based compensation expense		11
Research and Development [Member]
Schedule of Statements of Operations and Comprehensive Income (Loss) [Line Items]
Total stock-based compensation expense	501	542
Selling,General and Administrative [Member]
Schedule of Statements of Operations and Comprehensive Income (Loss) [Line Items]
Total stock-based compensation expense	$ 12,204	$ 3,303

Acquisition of EMI (Tables)

3 Months Ended

Dec. 31, 2023

Acquisition of EMI [Abstract]

Schedule of Purchase Consideration and Allocation

Purchase consideration:
Contingently redeemable common stock issued to seller	$	8,856
Cash consideration (at present value)		2,041
	$	10,897
Allocation:
Cash	$	45
Accounts receivable		387
Inventory		155
Other current assets		7
Property and equipment		107
Other assets		30
Intangible asset—customer relationships		6,100
Intangible asset—backlog		300
Intangible asset—trade name		100
Goodwill		5,542
Accounts payable		(227	)
Accrued expenses		(263	)
Deferred tax liability		(1,386	)
	$	10,897

Schedule of Unaudited Pro Forma Revenues and Net Income (Loss)

The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of future operations or results had the acquisition occurred on October 1, 2022.

	Three months ended December 31,
	2023		2022

Revenues	$	1,052	$	1,233
Net income (loss)		944		(9,732	)

Equity (Tables)

3 Months Ended

Dec. 31, 2023

Equity [Abstract]

Schedule of Common Stock Available for Issuance

As of December 31, 2023, the number of shares of Class A Common Stock available for issuance under the Company’s amended and restated articles of incorporation were as follows:

Authorized number of shares of Class A Common Stock			285,000,000
Class A Common Stock outstanding			23,544,492
Reserve for conversion of Class B Common Stock			2,254,901
Reserve for exercise of the Public Warrants and Private Warrants			9,000,000
Reserve for exercise of other common stock warrants outstanding or issuable			3,295,020
Shares issuable under PIPE make-whole provision			1,052,030
Reserve for earnout shares			3,500,000
Stock options and RSUs outstanding			9,513,647
Awards available for grant under 2023 Equity Incentive Plan			2,290,183
Awards available for grant under 2023 Employee Stock Purchase Plan			858,935
Common stock available for issuance			229,690,792

Reverse Recapitalization (Details) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended
	Dec. 21, 2023	Dec. 20, 2023	Dec. 19, 2023	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2023
Reverse Recapitalization [Line Items]
Common stock shares outstanding				23,544,492
Converted into common stock		202,489	272,182
Public warrants				6,000,000
Private placement warrants				3,400,000
Aggregate shares purchase				390,440
Price per share (in Dollars per share)		$ 0.01	$ 0.01
Weighted average price of the shares purchased (in Dollars per share)				$ 10
Warrants to purchase shares exercisable				200,000
Purchase price of certain obligations (in Dollars)			$ 1,997
VWAP price (in Dollars per share)				$ 7
Shares issued		199,737
Aggregate outstanding obligations (in Dollars)		$ 1,997
Redemption of ordinary shares		73,706
Purchase of shares		202,692
Transaction costs (in Dollars)				$ 6,363
Equity-classified instruments costs (in Dollars)				2,354
Liability-classified instruments to expense (in Dollars)				$ 4,009
Class A Common Stock [Member]
Reverse Recapitalization [Line Items]
Shares of common stock				23,544,492
Common stock shares outstanding				23,544,492
Conversion of notes into shares				30,045
Converted into common stock		202,489		150,953
Aggregate shares purchase				1,975,000
Price per share (in Dollars per share)				$ 10
Aggregate amount in cash (in Dollars)				$ 19,750
Aggregate shares	280,000
Per share value (in Dollars per share)	$ 10
Class B Common Stock [Member]
Reverse Recapitalization [Line Items]
Shares of common stock				2,254,901
Common stock shares outstanding				2,254,901
PIPE Subscription Agreements [Member]
Reverse Recapitalization [Line Items]
Price per share (in Dollars per share)				$ 0.01
Warrants to purchase shares exercisable				1,750,000
PIPE Subscription Agreements [Member] \| Class A Common Stock [Member]
Reverse Recapitalization [Line Items]
Shares of common stock				1,950,000
Sponsor PIPE Subscription Agreement [Member]
Reverse Recapitalization [Line Items]
Warrants to purchase shares exercisable			272,454
VWAP price (in Dollars per share)			$ 10
Sponsor PIPE Subscription Agreement [Member] \| Class A Common Stock [Member]
Reverse Recapitalization [Line Items]
Shares of common stock			199,737
Converted into common stock			272,182
Price per share (in Dollars per share)			$ 10
Founder Shares [Member[
Reverse Recapitalization [Line Items]
Forfeiture of shares		658,631
Private Warrants [Member]
Reverse Recapitalization [Line Items]
Forfeiture of shares		400,000
Earnout Shares [Member]
Reverse Recapitalization [Line Items]
Shares of common stock				1,750,000
Price per share (in Dollars per share)				$ 12.5
Aggregate shares				3,500,000
Liability in connection with the merger (in Dollars)				$ 33,559
Liability to its estimated fair value (in Dollars)				8,795
Gain (loss) on fair value of the liability (in Dollars)				$ 24,764
Earnout Shares [Member] \| Class A Common Stock [Member]
Reverse Recapitalization [Line Items]
Price per share (in Dollars per share)				$ 15
Additional shares of common stock				1,750,000
Make-Whole Shares [Member]
Reverse Recapitalization [Line Items]
VWAP price (in Dollars per share)				$ 7
Per share value (in Dollars per share)				$ 10
Liability in connection with the merger (in Dollars)				$ 2,071
Liability to its estimated fair value (in Dollars)				4,975
Gain (loss) on fair value of the liability (in Dollars)				$ 2,904
Make-Whole Shares [Member] \| Class A Common Stock [Member]
Reverse Recapitalization [Line Items]
Shares of common stock				2,454,737
Price per share (in Dollars per share)				$ 10
Legacy Mobix [Member]
Reverse Recapitalization [Line Items]
Purchase of shares					773,889
Legacy Mobix [Member] \| Class A Common Stock [Member]
Reverse Recapitalization [Line Items]
Shares of common stock				18,134,258
Common stock shares outstanding				18,134,258
Chavant [Member]
Reverse Recapitalization [Line Items]
Unpaid transaction costs (in Dollars)				$ 3,090

Goodwill (Tables)

3 Months Ended

Dec. 31, 2023

Goodwill [Abstract]

Schedule of Goodwill

Balance at September 30, 2023	$	5,217
Acquisition of EMI		5,542
Balance at December 31, 2023	$	10,759

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Oct. 31, 2022
Warrants [Line Items]
Warrants (in Shares)		400,000
Price per share	$ 0.01	$ 3
Percentage of gross proceeds	60.00%
Volume weighted average price	$ 9.2
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	180.00%
Redemption trigger price	$ 18
Recognized liability (in Dollars)	$ 150
Estimated fair value (in Dollars)	210
Increase in fair value of liability (in Dollars)	60
Cash proceeds (in Dollars)	$ 3,286	$ 5,108
Fair value of selling and administrative expenses (in Dollars)		$ 1,598
Public Warrants [Member]
Warrants [Line Items]
Warrants (in Shares)	6,000,000
Price per share	$ 0.01
Private Warrant [Member]
Warrants [Line Items]
Warrants (in Shares)	3,400,000
Sponsor [Member]
Warrants [Line Items]
Warrants (in Shares)	400,000
Warrants [Member]
Warrants [Line Items]
Warrants (in Shares)		300,000	3
Price per share	$ 0.01
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115.00%
Cash proceeds (in Dollars)		$ 900
Legacy Mobix Warrants [Member]
Warrants [Line Items]
Warrants (in Shares)	373,031
Class A Common Stock [Member]
Warrants [Line Items]
Warrants (in Shares)	130,000		300,000
Price per share	$ 18
Issue warrants (in Shares)	78,000
Class A Common Stock [Member] \| Public Warrants [Member]
Warrants [Line Items]
Price per share	$ 11.5
Class A Common Stock [Member] \| Warrants [Member]
Warrants [Line Items]
Price per share	$ 0.01
Class A Common Stock [Member] \| Legacy Mobix Warrants [Member]
Warrants [Line Items]
Warrants (in Shares)	369,671
Legacy Mobix [Member]
Warrants [Line Items]
Warrants (in Shares)	51,020
Price per share	$ 0.01
PIPE Subscription Agreement [Member]
Warrants [Line Items]
Price per share	0.01
PIPE Subscription Agreement [Member] \| Maximum [Member]
Warrants [Line Items]
Price per share	11.5
Redemption trigger price	18
PIPE Subscription Agreement [Member] \| Minimum [Member]
Warrants [Line Items]
Price per share	5.79
Redemption trigger price	$ 9.06
Investor [Member]
Warrants [Line Items]
Warrants (in Shares)	27,413
Price per share	$ 0.01
Legacy Mobix [Member]
Warrants [Line Items]
Price per share	$ 0.01
Liability fair value of warrants (in Dollars)	$ 633

Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023
Schedule of Accrued Expenses and Other Current Liabilities [Abstract]
Accrued compensation and benefits	$ 2,778	$ 2,841
Liability for issuance of warrants	633
Accrued professional fees	1,008	273
Accrued interest	333	304
Deferred revenue	91	138
Unpaid Merger-related transaction costs	2,238
Other	1,464	963
Total accrued expenses and other current liabilities	$ 8,545	$ 4,519

Debt

3 Months Ended

Dec. 31, 2023

Debt [Abstract]

Debt

Note 11 — Debt

Debt consists of the following:

	December 31,			September 30,
	2023			2023

Notes payable	$	1,503		$	1,286
7% promissory notes – related parties		3,349			3,349
Notes payable – related parties		100			444
SAFEs		—			1,512
Total debt		4,952			6,591
Less: Amounts classified as current		(4,952	)		(6,591	)
Noncurrent portion	$	—		$	—

Notes Payable

During the three months ended December 31, 2023, the Company entered into two promissory notes payable having an aggregate principal amount of $250 with unrelated investors to meet its working capital needs. The notes bear interest at rates ranging from 6% to 76% per annum. One note having an original principal amount of $150 matures in November 2024, requires weekly principal payments of $4 and is guaranteed by an officer and director of the Company. The other note, having a principal amount of $100, is unsecured, matured in January 2024 and was repaid by the Company in February 2024.

In connection with the issuance of one of the notes, the Company issued the purchaser a warrant to purchase an aggregate of 47,020 shares of its common stock at $0.01. The warrant has a contractual term of twelve months and is immediately exercisable. The Company evaluated the warrant and determined that it met all the requirements for equity classification under ASC 815. The Company accounted for the warrant as a detachable warrant at its fair value, using the relative fair value method. The portion of the proceeds allocated to the warrant of $79 was recorded as an increase to additional paid-in capital and as a discount to notes payable on the condensed consolidated balance sheet. The Company is amortizing the discount over the term of the related note using the effective interest method. The Company valued the warrant at the time of issuance using the Black-Scholes option pricing model with the following assumptions: expected volatility of 55.6%; no expected dividend yield; risk-free interest rate of 5.3%; and a contractual term of twelve months.

One outstanding note, issued in September 2023 and having a principal amount of $531, provides that in the event the Company fails to pay the principal amount by its October 5, 2023 maturity date, the Company must issue the purchaser as additional consideration a warrant to purchase 28,000 shares of its common stock for the first calendar month, and warrants to purchase an additional 25,000 shares for each successive calendar month, during which the note remains unpaid. The Company did not repay the note by its maturity date and the Company is currently obligated to issue the purchaser warrants to purchase an aggregate of 78,000 shares of its common stock. The warrants are immediately exercisable and have an exercise price of $0.01 per share. In January 2024, the Company repaid this note in full.

As of December 31, 2023, promissory notes payable having a remaining principal balance of $1,559 were outstanding and are included in “Notes payable” at a carrying amount of $1,503 (net of unamortized discount of $56) in the condensed consolidated balance sheet.

7% Promissory Notes — Related Parties

The Company has two outstanding promissory notes with related parties having an aggregate remaining principal amount of $3,349, which the Company assumed in 2020 as part of an asset acquisition. The promissory notes bear interest at 7% per annum, are unsecured and do not require principal payments prior to the maturity date. The notes had an initial maturity date of August 2022, but were amended in May 2022 to extend their maturity to July 2023. The 7% promissory notes are included in “Notes payable — related parties” in the condensed consolidated balance sheet. Subsequent to December 31, 2023, the Company has not made any principal payments on these notes, and the $3,349 principal remains outstanding.

Notes Payable — Related Parties

During the three months ended December 31, 2023, the Company repaid one note having a principal balance of $344. As of December 31, 2023, one note having an aggregate principal balance of $100 remained outstanding and is included in “Notes payable — related parties” in the condensed consolidated balance sheet.

SAFEs

In connection with the Merger, all of the outstanding SAFEs, representing an original purchase amount of $1,000, were converted into 150,953 shares of the Company’s Class A Common Stock and the $1,512 carrying amount of these SAFEs was credited to equity, with no gain or loss recognized. As of December 31, 2023, no SAFEs remain outstanding.

The Company remeasures the SAFEs to fair value at each reporting date. For the three months ended December 31, 2023 and 2022, the Company recorded increases in the fair value of the SAFEs of $10 and $50, respectively. The change in fair value of the SAFEs is reported in “Change in fair value of SAFEs” in the condensed consolidated statements of operations and comprehensive income (loss).

Convertible Notes

During the three months ended December 31, 2023, the Company issued convertible notes having an aggregate principal amount of $200 to unaffiliated investors. The convertible notes matured in February 2024, bore interest at 16% per annum, were unsecured and had a conversion price of $6.84 per share. The principal amount of the convertible notes and any accrued interest thereon was convertible into shares of the Company’s common stock, at the election of each holder, at any time prior to maturity. In connection with the issuance of the convertible notes, the Company issued the investors warrants to purchase an aggregate of 4,000 shares of Legacy Mobix common stock at an exercise price of $0.01 per share. The warrants are immediately exercisable and have a one-year term. In connection with the Merger, all outstanding convertible notes were converted into 30,045 shares of the Company’s Class A Common Stock and the $206 carrying amount of the notes and accrued interest thereon was credited to equity, with no gain or loss recognized. As of December 31, 2023, no convertible notes remain outstanding.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Inventory (Tables)

3 Months Ended

Dec. 31, 2023

Inventory [Abstract]

Schedule of Inventory

Inventory consists of the following:

	December 31,		September 30,
	2023		2023

Raw materials	$	370	$	265
Finished goods		52		54
Total inventory	$	422	$	319

Intangible Assets, Net (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Sep. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Gross	$ 14,089	$ 7,589
Accumulated Amortization	(2,539)	(2,302)
Net	11,550	5,287
Developed technology [Member]
Finite-Lived Intangible Assets [Line Items]
Gross	7,289	7,289
Accumulated Amortization	(2,441)	(2,238)
Net	$ 4,848	5,051
Developed technology [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)	7 years
Developed technology [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)	10 years
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross	$ 6,400	300
Accumulated Amortization	(85)	(64)
Net	$ 6,315	236
Customer Relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)	10 years
Customer Relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)	15 years
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)	2 years
Gross	$ 100
Accumulated Amortization	(2)
Net	$ 98
Backlog [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (years)	1 year
Gross	$ 300
Accumulated Amortization	(11)
Net	$ 289

Net Income (Loss) Per Share (Details) - Schedule of Dilutive Securities not Included in Net Income (Loss) Per Share Common Share - USD ($)	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Dilutive Securities Not Included in Net Loss Per Common Share [Abstract]
Public Warrants and Private Warrants	9,000,000
Make-whole shares	1,052,030
Earnout shares	3,500,000
RSUs		10,984,241
Stock options	1,690,476	6,400,758
Convertible preferred stock (on an as-converted basis)		2,254,901
Common stock warrants		400,000
Convertible notes (in Dollars)		$ 131,072
Total	15,242,506	20,170,972

Intangible Assets, Net

3 Months Ended

Dec. 31, 2023

Intangible Assets, Net [Abstract]

Intangible Assets, net

Note 8 — Intangible Assets, net

Intangible assets, net consist of the following:

	Estimated		December 31, 2023							September 30, 2023
	Useful Life (years)		Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net

Developed technology		7-10	$	7,289	$	(2,441	)	$	4,848	$	7,289	$	(2,238	)	$	5,051
Customer relationships		10-15		6,400		(85	)		6,315		300		(64	)		236
Trade names		2		100		(2	)		98		—		—			—
Backlog		1		300		(11	)		289		—		—			—
			$	14,089	$	(2,539	)	$	11,550	$	7,589	$	(2,302	)	$	5,287

The Company recorded amortization expense related to intangible assets of $237 and $211 during the three months ended December 31, 2023 and 2022, respectively. The weighted-average remaining lives of intangible assets as of December 31, 2023 were developed technology 6.1 years; customer relationships 14.7 years; trade names 2.0 years; and backlog 1.0 years.

Estimated future amortization expense for intangible assets by fiscal year as of December 31, 2023 is as follows:

Years ending September 30,

2024 (remaining nine months)	$	1,198
2025		1,361
2026		1,257
2027		1,247
2028		1,213
Thereafter		5,274
Total	$	11,550

Equity (Details) - USD ($)		3 Months Ended
Equity (Details) - USD ($)	Dec. 20, 2023	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2023
Equity [Line Items]
Conversion of Stock type of stock		Class B Common Stock into one share of Class A Common Stock
Issuance of common stock	202,692
Private placement net proceeds (in Dollars)		$ 3,286
Price per share (in Dollars per share)		$ 0.01	$ 3
Class A Common Stock [Member]
Equity [Line Items]
Shares authorized		285,000,000		285,000,000
Common stock vote		one
Price per share (in Dollars per share)		$ 18
Common stock Issued		23,544,492
Class B Common Stock [Member]
Equity [Line Items]
Shares authorized		5,000,000		5,000,000
Common stock vote		ten
Common stock Issued		2,254,901
Common Stock [Member]
Equity [Line Items]
Issuance of common stock		482,171
Legacy Mobix [Member]
Equity [Line Items]
Issuance of common stock			773,889
Private placement net proceeds (in Dollars)			$ 5,295
Shares of common stock		27,413
Price per share (in Dollars per share)		$ 0.01
Legacy Mobix [Member] \| Class A Common Stock [Member]
Equity [Line Items]
Common stock Issued		18,134,258
Legacy Mobix [Member] \| Series A Redeemable Convertible Preferred Stock [Member]
Equity [Line Items]
Shares of preferred stock		10,000,000
Preferred stock par share (in Dollars per share)		$ 0.00001

Concentrations

3 Months Ended

Dec. 31, 2023

Concentrations [Abstract]

Concentrations

Note 19 — Concentrations

For the three months ended December 31, 2023, two customers accounted for 67% of the Company’s revenues. For the three months ended December 31, 2022, one customer accounted for 86% of the Company’s revenues. No other customer accounted for more than 10% of revenues in the respective periods. As of December 31, 2023, one customer had a balance due that represented 17% of the Company’s total accounts receivable. As of September 30, 2023, two customers had balances due that represented 97% of the Company’s total accounts receivable.

Goodwill (Details) - Schedule of Goodwill $ in Thousands	3 Months Ended
Goodwill (Details) - Schedule of Goodwill $ in Thousands	Dec. 31, 2023 USD ($)
Schedule of Goodwill [Abstract]
Balance at September 30, 2023	$ 5,217
Acquisition of EMI	5,542
Balance at December 31, 2023	$ 10,759

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Fair Value Measurements (Tables)

3 Months Ended

Dec. 31, 2023

Fair Value Measurements [Abstract]

Schedule of Liabilities Measured at Fair Value on a Recurring Basis

Liabilities measured at fair value on a recurring basis as of December 31, 2023 are as follows:

	Level 1		Level 2		Level 3		Total

Earnout liability	$	—	$	—	$	8,795	$	8,795
PIPE make-whole liability		—		—		4,975		4,975
Private Warrants and other warrants		—		—		843		843

Total	$	—	$	—	$	14,613	$	14,613

Schedule of Fair Value on a Recurring Basis Using Level 3 Inputs

The following table provides a reconciliation of the balance of financial instruments measured at fair value on a recurring basis using Level 3 inputs:

Three months ended December 31, 2023:	Earnout Liability			PIPE Make-Whole Liability		Private Warrants and Other Warrants		SAFEs

Balance, September 30, 2023	$	—		$	—	$	—	$	1,512
Liabilities recognized		33,559			2,071		783		—
Conversion to Class A Common Stock in the Merger		—			—		—		(1,522	)
Change in fair value included in net income (loss)		(24,764	)		2,904		60		10

Balance, December 31, 2023	$	8,795		$	4,975	$	843	$	—

Three months ended December 31, 2022:	SAFEs

Balance, September 30, 2022	$	1,983
Issuance of SAFEs		—
Change in fair value included in net income (loss)		50

Balance, December 31, 2022	$	2,033

Schedule of Assumptions Used in Estimating the Fair Value

The following table summarizes the assumptions used in estimating the fair value of the earnout liability at the respective dates:

	December 21, 2023 (Closing)			December 31, 2023

Stock price	$	10.66		$	4.02
Expected volatility		50	%		50	%
Risk-free rate		3.9	%		3.9	%
Contractual term		8 years			8 years

The following table summarizes the assumptions used in estimating the fair value of the PIPE make-whole liability at the respective dates:

	December 21, 2023 (Closing)			December 31, 2023

Stock price	$	10.17		$	6.18
Expected volatility		49	%		49	%
Risk-free rate		5.4	%		5.4	%
Contractual term		4 months			4 months

- Definition

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

+ References + Details

Summary of Significant Accounting Policies (Details)	Dec. 31, 2023
Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Finite live intangible assets term	1 year
Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Finite live intangible assets term	15 years

Leases (Tables)

3 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Lease Costs are Included in the Statement of Operations and Comprehensive Loss

The following lease costs are included in the condensed consolidated statement of operations and comprehensive income (loss):

	Three months ended December 31,
	2023		2022

Operating lease cost	$	100	$	101
Short-term lease cost		2		80
Total lease cost	$	102	$	181

Schedule of Undiscounted Cash Flows to the Operating Lease Liabilities

The following table reconciles the undiscounted cash flows to the operating lease liabilities recorded on the condensed consolidated balance sheet as of December 31, 2023:

Years ending September 30,

2024 (remaining nine months)	$	401
2025		526
2026		545
2027		515
Total minimum lease payments		1,987
Less: imputed interest		(466	)
Present value of future minimum lease payments		1,521
Less: current obligations under leases		(325	)
Long-term lease obligations	$	1,196

Equity Incentive Plans (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Nov. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Oct. 31, 2022
Equity Incentive Plans [Line Items]
Reserved shares of common stock (in Shares)		229,690,792
Fair market value percentage		85.00%
Common stock warrants (in Shares)			400,000
Weighted-average period		2 years 3 months 18 days
Purchased shares (in Shares)		390,440
Unrecognized compensation expense		$ 4,963
Stock options outstanding		7,587
Stock options exercisable		7,587
Total intrinsic value		1,639	$ 0
Fair value of options vested		$ 903	$ 785
Weighted-average grant date fair value of options (in Dollars per share)		$ 3.5	$ 3.6
2023 Equity Incentive Plan [Member]
Equity Incentive Plans [Line Items]
Reserved shares of common stock (in Shares)		2,290,183
2023 Employee Stock Purchase Plan [Member]
Equity Incentive Plans [Line Items]
Reserved shares of common stock (in Shares)		858,935
Class A Common Stock [Member]
Equity Incentive Plans [Line Items]
Common stock warrants (in Shares)		130,000		300,000
Purchased shares (in Shares)		1,975,000
Restricted Stock Units (RSUs) [Member]
Equity Incentive Plans [Line Items]
Employees shares (in Shares)	10,000,000
Forfeited shares (in Shares)	10,000,000
Issued of aggregate shares (in Shares)		5,000,000
Common stock warrants (in Shares)		1,000,000
Stock based compensation expense		$ 10,858
Unrecognized compensation expense related			$ 33,628
Weighted-average period		3 years 10 months 24 days
Stock Options [Member] \| Class A Common Stock [Member]
Equity Incentive Plans [Line Items]
Settled shares (in Shares)		168,235

Subsequent Events (Details)	Jan. 31, 2024
Subsequent Event [Member]
Subsequent Event [Line Items]
Percentage of reduced workforce on employees temporary furlough	35.00%

Fair Value Measurements (Details) - Schedule of Fair Value on a Recurring Basis Using Level 3 Inputs - USD ($) $ in Thousands	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Earnout Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning, balance
Liabilities recognized	33,559
Conversion to Class A Common Stock in the Merger
Change in fair value included in net income (loss)	(24,764)
Ending, balance	8,795
PIPE Make-Whole Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning, balance
Liabilities recognized	2,071
Conversion to Class A Common Stock in the Merger
Change in fair value included in net income (loss)	2,904
Ending, balance	4,975
Private Warrants and Other Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning, balance
Liabilities recognized	783
Conversion to Class A Common Stock in the Merger
Change in fair value included in net income (loss)	60
Ending, balance	843
SAFEs [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning, balance	1,512
Liabilities recognized
Conversion to Class A Common Stock in the Merger	(1,522)
Change in fair value included in net income (loss)	10
Ending, balance
SAFEs One [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning, balance		$ 1,983
Issuance of SAFEs
Change in fair value included in net income (loss)		50
Ending, balance		$ 2,033

Inventory

3 Months Ended

Dec. 31, 2023

Inventory [Abstract]

Inventory

Note 6 — Inventory

Inventory consists of the following:

	December 31,		September 30,
	2023		2023

Raw materials	$	370	$	265
Finished goods		52		54
Total inventory	$	422	$	319

Commitments and Contingencies

3 Months Ended

Dec. 31, 2023

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 14 — Commitments and Contingencies

Noncancelable Purchase Commitments

The Company has unconditional purchase commitments for services which extend to various dates through September 2024. Future minimum payments under these unconditional purchase commitments as of December 31, 2023 totaled $984.

Loss Contingency

In fiscal year 2021, the Company recognized a liability for a contingent loss related to a business acquisition. The Company estimated the amount of the liability at $8,434, which was accrued in the condensed consolidated balance sheet as of September 30, 2022. In January 2023, the Company issued 1,233,108 shares of its common stock in settlement of this liability.

Litigation

From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. The Company does not believe it is currently a party to any material legal proceedings, nor is the Company aware of any other pending or threatened litigation that the Company believes would have a material adverse effect on the Company’s business, operating results, cash flows or financial condition should such litigation be resolved unfavorably.

Indemnifications

In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with customers, suppliers and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. The Company has not in the past incurred significant expense defending against third party claims, nor has it incurred significant expense under its standard service warranties or arrangements with its customers, suppliers and vendors. Accordingly, the Company has not recognized any liabilities for these indemnification provisions as of December 31, 2023 or September 30, 2023.

Equity

3 Months Ended

Dec. 31, 2023

Equity [Abstract]

Equity

Note 16 — Equity

In connection with the Merger, the Company adopted its amended and restated certificate of incorporation and amended and restated bylaws. The amended and restated certificate of incorporation authorizes the issuance of preferred stock, Class A Common Stock and Class B Common Stock.

Common Stock

The Company is authorized to issue 285,000,000 shares of Class A Common Stock and 5,000,000 shares of Class B Common Stock. Holders of Class A and Class B common stock are each entitled to receive ratably any dividends or distributions as may be declared from time to time by the board of directors. Each class of common stock is subordinate to the Company’s preferred stock with respect to rights upon liquidation of the Company. Neither class of common stock is redeemable at the option of the holders. The holders of Class A and Class B common stock are entitled to vote together as a single class, with each holder of outstanding shares of Class A Common Stock entitled to one vote for each share of Class A Common Stock and each holder of outstanding shares of Class B Common Stock entitled to ten votes for each share of Class B Common Stock. Holders of shares of Class B Common Stock may elect at any time to convert each outstanding share of Class B Common Stock into one share of Class A Common Stock. Shares of Class B Common Stock are also subject to automatic conversion into shares of Class A Common Stock upon the occurrence of certain events or, if not previously converted, upon the seventh anniversary of the Closing.

During the three months ended December 31, 2023, Legacy Mobix sold 482,171 shares of its common stock at various dates in private placements for net proceeds of $3,286. In connection with the issuance of these shares, Legacy Mobix also granted one investor a warrant to purchase 27,413 shares of common stock at a price of $0.01 per share. The warrant is immediately exercisable and has a term of one year. The Company determined the warrant to be a freestanding equity instrument with no subsequent remeasurement. The Company determined the amount recognized within additional paid-in capital by allocating the proceeds received among the shares of common stock and the warrant issued based on their relative fair values.

During the three months ended December 31, 2022, the Company sold 773,889 shares of its common stock at various dates in private placements for net proceeds of $5,295.

As of December 31, 2023, the number of shares of Class A Common Stock available for issuance under the Company’s amended and restated articles of incorporation were as follows:

Authorized number of shares of Class A Common Stock			285,000,000
Class A Common Stock outstanding			23,544,492
Reserve for conversion of Class B Common Stock			2,254,901
Reserve for exercise of the Public Warrants and Private Warrants			9,000,000
Reserve for exercise of other common stock warrants outstanding or issuable			3,295,020
Shares issuable under PIPE make-whole provision			1,052,030
Reserve for earnout shares			3,500,000
Stock options and RSUs outstanding			9,513,647
Awards available for grant under 2023 Equity Incentive Plan			2,290,183
Awards available for grant under 2023 Employee Stock Purchase Plan			858,935
Common stock available for issuance			229,690,792

Preferred Stock

In connection with the Merger, all outstanding shares of Legacy Mobix Founders Redeemable Convertible Preferred Stock and Series A Redeemable Convertible Preferred Stock were cancelled and converted into 2,254,901 shares of the Company’s Class B Common Stock.

The amended and restated certificate of incorporation authorizes the Company to issue 10,000,000 shares of preferred stock, par value $0.00001, and the Company’s board of directors is authorized to designate one or more series of preferred stock, to fix the number of shares constituting any such series of preferred stock, and the powers, preferences and rights of any such series of preferred stock. Through December 31, 2023, the board of directors had not designated any such series of preferred stock and the Company had not issued any shares of preferred stock. As of December 31, 2023 no shares of preferred stock were outstanding.

The Company has never declared or paid any dividends on any class of its equity securities, and does not expect to do so in the near future.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 18
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Line Items]
Provision (benefit) for income taxes	$ (1,280)	$ 31
Deferred tax liability	1,386
Income tax benefit	$ (1,280)	$ 31

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Equity Incentive Plans (Details) - Schedule of Weighted-Average Grant Date Fair Value of Options Granted	3 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Low [Member]
Schedule of Weighted-Average Grant Date Fair Value of Options Granted [Line Items]
Expected volatility	54.80%	52.40%
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	3.90%	3.60%
Expected term (years)	4 years 6 months	5 years
High [Member]
Schedule of Weighted-Average Grant Date Fair Value of Options Granted [Line Items]
Expected volatility	55.60%	53.60%
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	4.40%	4.20%
Expected term (years)	5 years 3 months 18 days	5 years 9 months 18 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Geographical Information (Tables)

3 Months Ended

Dec. 31, 2023

Geographical Information [Abstract]

Schedule of Company’s Revenue by Geographic Region

The Company’s revenues by geographic region, based on ship-to location, are summarized as follows:

	Three months ended December 31,
	2023		2022

United States	$	268	$	279
Czech Republic		17		185
Thailand		—		213
Other		—		2
Total net revenue	$	285	$	679

Warrants

3 Months Ended

Dec. 31, 2023

Warrants [Abstract]

Warrants

Note 4 — Warrants

Public and Private Warrants

In connection with its initial public offering, Chavant issued 6,000,000 Public Warrants and 3,400,000 Private Warrants (of which 400,000 Private Warrants were subsequently forfeited by the Sponsor), each of which entitles the holder to purchase one share of the Company’s Class A Common Stock at a price of $11.50 per share, subject to adjustments. The Public Warrants and Private Warrants are exercisable at any time commencing thirty days after the completion of the Merger and terminating five years after the completion of the Merger. The Company may redeem the Public Warrants at a price of $0.01 per warrant if the last reported sale of the Company’s Class A Common Stock equals or exceeds $18.00 per share for any twenty trading days within a thirty-day period after the Public Warrants become exercisable.

The Private Warrants are identical to the Public Warrants, except that the Private Warrants and shares of Class A Common Stock issuable upon the exercise of the Private Warrants are not transferable, assignable or salable until thirty days after the completion of the Merger, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Both the Public Warrants and Private Warrants are subject to adjustment if the Company issues additional equity securities for capital raising purposes at price (the “Newly Issued Price”) below specified levels; if the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds available for funding Merger at the Closing; and, if the VWAP of the Company’s Class A Common Stock during a specified period (“Market Value”) is below $9.20 per share. In such event, the exercise price of the warrants will be adjusted to be equal to 115% of the Market Value and the $18.00 per share redemption trigger price will be adjusted to be equal to 180% of the Newly Issued Price.

As a result of the issuances of shares under the PIPE Subscription Agreement and other agreements in connection with the Merger, the Company adjusted the exercise price of the warrants from $11.50 to $5.79 per share and adjusted the redemption trigger price from $18.00 to $9.06 per share.

Upon the Closing, the Company concluded that the Public Warrants meet the derivative scope exception for contracts in the Company’s own stock and recorded the Public Warrants in stockholders’ equity. The Company concluded that the Private Warrants do not meet the derivative scope exception and are accounted for as liabilities. Specifically, the Private Warrants contain provisions that affect the settlement amounts dependent upon the characteristics of the holder of the warrant, which is not an input into the pricing of a fixed-for-fixed option on equity shares. Therefore, the Private Warrants are not considered indexed to the Company’s stock and must be classified as a liability. At the time of Closing, the Company estimated the aggregate fair value of the Private Warrants using the Black-Scholes option-pricing model and recognized a liability of $150. As of December 31, 2023, the warrants remained outstanding and the Company adjusted the carrying amount of the liability to its estimated fair value of $210. The loss resulting from the $60 increase in the fair value of the liability is included in “Change in fair value of private warrants” in the condensed consolidated statements of operations and comprehensive income (loss).

PIPE Warrants

In connection with the PIPE Subscription Agreements, the Company issued the investors warrants to purchase shares of common stock at an exercise price of $0.01 per share. The Company evaluated these warrants and concluded that they meet the derivative scope exception for contracts in the Company’s own stock. Consequently, the PIPE warrants were recorded in stockholders’ equity.

Legacy Mobix Warrants

In connection with the Merger, all of Legacy Mobix’s outstanding warrants were assumed by the Company and converted into the same number of warrants to purchase shares of the Company’s Class A Common Stock, with no change to their exercise prices or other terms. Subsequent to the Merger, warrants to purchase an aggregate of 373,031 shares were exercised and converted into 369,671 shares of Class A Common Stock, with no cash proceeds to the Company.

During the three months ended December 31, 2023, Legacy Mobix issued warrants to purchase an aggregate of 51,020 shares of its common stock at $0.01 in connection with borrowings. See Note 11, Debt.

Also during the three months ended December 31, 2023, Legacy Mobix granted warrants to purchase an aggregate of 27,413 shares of common stock at a price of $0.01 per share to investors in connection with the sale of shares of its common stock. See Note 16, Equity.

As of December 31, 2023, the Company is obligated to issue warrants to purchase 130,000 shares of its Class A Common Stock at $0.01 per share to a service provider, in respect of services rendered to Legacy Mobix prior to the Merger. In addition, as described in Note 11, Debt, during the three months ended December 31, 2023 Legacy Mobix failed to repay the principal amount of a note payable by its maturity date and is obligated to issue warrants to purchase 78,000 shares of its Class A Common Stock at $0.01 per share to the lender as additional consideration. As of December 31, 2023, the Company has recorded a liability of $633 in the condensed consolidated balance sheet for the estimated fair value of these warrants. The Company valued the warrants using a probability-weighted expected return model.

In October and December 2022, the Company issued warrants to purchase an aggregate of 300,000 shares of its common stock at $3.00 per share to non-service providers. In December 2022, the holders exercised these warrants and purchased 300,000 shares of the Company’s common stock for cash proceeds of $900.

In December 2022, the Company issued a warrant to purchase 400,000 shares of its common stock at $3.00 per share to a service provider. The Company recognized the $1,598 fair value of the warrant in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss) for the three months ended December 31, 2022. Effective March 2023, the warrant was cancelled.

See Note 12, Fair Value Measurements, for additional information on the Company’s measurements with respect to the warrants issued in connection with the foregoing transactions.

Inventory (Details) - Schedule of Inventory - USD ($) $ in Thousands	Dec. 31, 2023	Sep. 30, 2023
Schedule of Inventory [Abstract]
Raw materials	$ 370	$ 265
Finished goods	52	54
Total inventory	$ 422	$ 319

Intangible Assets, Net (Tables)

3 Months Ended

Dec. 31, 2023

Intangible Assets, Net [Abstract]

Schedule of Intangible Assets

Intangible assets, net consist of the following:

	Estimated		December 31, 2023							September 30, 2023
	Useful Life (years)		Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net

Developed technology		7-10	$	7,289	$	(2,441	)	$	4,848	$	7,289	$	(2,238	)	$	5,051
Customer relationships		10-15		6,400		(85	)		6,315		300		(64	)		236
Trade names		2		100		(2	)		98		—		—			—
Backlog		1		300		(11	)		289		—		—			—
			$	14,089	$	(2,539	)	$	11,550	$	7,589	$	(2,302	)	$	5,287

Schedule of Estimated Future Amortization Expense for Intangible Assets

Estimated future amortization expense for intangible assets by fiscal year as of December 31, 2023 is as follows:

Years ending September 30,

2024 (remaining nine months)	$	1,198
2025		1,361
2026		1,257
2027		1,247
2028		1,213
Thereafter		5,274
Total	$	11,550

Debt (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2023
Debt [Line Items]
Principal amount	$ 150
Repaid principal amount	$ 100
Exercise price per share (in Dollars per share)	$ 0.01	$ 3
Proceeds allocated to warrants	$ 79
Expected volatility rate	55.60%
Expected dividend yield	0.00%
Risk-free interest rate	5.30%
Remaining principal balance	$ 1,503		$ 1,286
Notes payable carrying amount	1,503		1,286
Debt Conversion, Converted Instrument, Amount	1,000
Carrying amount of SAFE			1,512
Fair value	$ 10	$ 50
Common stock at exercise prices (in Dollars per share)	$ 0.01
Common Stock [Member]
Debt [Line Items]
Warrant to purchase (in Shares)	78,000
Minimum [Member]
Debt [Line Items]
Expected dividend yield	0.00%	0.00%
Contractual term	4 years 6 months	5 years
Maximum [Member]
Debt [Line Items]
Expected dividend yield	0.00%	0.00%
Contractual term	5 years 3 months 18 days	5 years 9 months 18 days
Notes Payable, Other Payables [Member]
Debt [Line Items]
Notes payable carrying amount	$ 1,503
Promissory Notes [Member]
Debt [Line Items]
Remaining principal balance	$ 1,559
Notes Payable, Other Payables [Member]
Debt [Line Items]
Aggregate principal amount			531
Notes Payable [Member]
Debt [Line Items]
Warrants contractual terms	twelve
Net of unamortized discount	$ 56
Notes Payable [Member] \| Notes Payable, Other Payables [Member]
Debt [Line Items]
Contractual term	12 years
Promissory Notes [Member]
Debt [Line Items]
Bear interest	7.00%
Principal balance outstanding	$ 3,349
Promissory Notes-Related parties [Member]
Debt [Line Items]
Promissory notes percentage	7.00%
SAFEs [Member]
Debt [Line Items]
Carrying amount of SAFE	$ 1,512
Convertible Notes [Member]
Debt [Line Items]
Bore interest percentage	16.00%
Conversion price per share (in Dollars per share)	$ 6.84
Carrying amount of equity	$ 206
Warrant [Member]
Debt [Line Items]
Warrant to purchase (in Shares)	47,020
Exercise price per share (in Dollars per share)	$ 0.01
Warrant [Member] \| Additional Consideration [Member]
Debt [Line Items]
Warrant to purchase (in Shares)	28,000
Warrant [Member] \| Notes Payable, Other Payables [Member]
Debt [Line Items]
Warrant to purchase (in Shares)	25,000
Class A Common Stock [Member]
Debt [Line Items]
Exercise price per share (in Dollars per share)	$ 18
Converted shares (in Shares)	150,953,000
Class A Common Stock [Member] \| Warrant [Member]
Debt [Line Items]
Exercise price per share (in Dollars per share)	$ 0.01
Director [Member]
Debt [Line Items]
Principal amount	$ 4
Notes Payable, Other Payables [Member]
Debt [Line Items]
Principal amount	$ 250
Notes Payable, Other Payables [Member] \| Minimum [Member]
Debt [Line Items]
Percentage of interest at rates	6.00%
Notes Payable, Other Payables [Member] \| Maximum [Member]
Debt [Line Items]
Percentage of interest at rates	76.00%
Convertible Notes Payable [Member] \| Class A Common Stock [Member]
Debt [Line Items]
Converted shares (in Shares)	30,045
Investor [Member] \| Warrant [Member]
Debt [Line Items]
Warrant to purchase (in Shares)	4,000
Promissory Notes-Related parties [Member]
Debt [Line Items]
Principal amount	$ 3,349
Repaid principal amount	100
Related Party [Member]
Debt [Line Items]
Repaid principal amount	344
Remaining principal balance	$ 100		$ 444
Related Party [Member] \| Promissory Notes-Related parties [Member]
Debt [Line Items]
Bear interest	7.00%		7.00%
Investor [Member]
Debt [Line Items]
Exercise price per share (in Dollars per share)	$ 0.01
Investor [Member] \| Convertible Notes Payable [Member]
Debt [Line Items]
Principal amount	$ 200

Leases

3 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

Note 13 — Leases

The Company has entered into operating leases for office space. The leases have remaining terms ranging from six months to 3.7 years and expire at various dates through August 2027. The leases do not contain residual value guarantees or restrictive covenants. The lease covering the Company’s 19,436 square foot headquarters in Irvine, California provides the Company an option to extend the lease for one additional five-year term, with rent at the then prevailing market rate. The lease requires a security deposit of $400, which is recorded in other assets in the condensed consolidated balance sheets. The following lease costs are included in the condensed consolidated statement of operations and comprehensive income (loss):

	Three months ended December 31,
	2023		2022

Operating lease cost	$	100	$	101
Short-term lease cost		2		80
Total lease cost	$	102	$	181

Cash paid for amounts included in the measurement of operating lease liabilities for the three months ended December 31, 2023 and 2022 was $136 and $132, respectively. As of December 31, 2023, the weighted-average remaining lease term was 3.6 years, and the weighted-average discount rate was 15.6%. The Company did not obtain any right-of-use assets in exchange for new operating or financing lease liabilities during the three months ended December 31, 2023. There were no leases that had not yet commenced as of December 31, 2023 that will create significant additional rights and obligations for the Company.

The following table reconciles the undiscounted cash flows to the operating lease liabilities recorded on the condensed consolidated balance sheet as of December 31, 2023:

Years ending September 30,

2024 (remaining nine months)	$	401
2025		526
2026		545
2027		515
Total minimum lease payments		1,987
Less: imputed interest		(466	)
Present value of future minimum lease payments		1,521
Less: current obligations under leases		(325	)
Long-term lease obligations	$	1,196

Property and Equipment, Net (Tables)

3 Months Ended

Dec. 31, 2023

Property and Equipment, Net [Abstract]

Schedule of Property and Equipment

Property and equipment, net consists of the following:

	Estimated Useful Life	December 31,			September 30,
	(years)	2023			2023

Equipment and furniture	5 - 7	$	929		$	858
Laboratory equipment	5		601			601
Leasehold improvements	Shorter of estimated useful life or remaining lease term		891			850
Construction in progress			584			584
Property and equipment, gross			3,005			2,893
Less: Accumulated depreciation			(1,146	)		(1,034	)
Property and equipment, net		$	1,858		$	1,859