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United States securities and exchange commission logo
April 23, 2024
Keyvan Samini
President and Chief Financial Officer
Mobix Labs, Inc.
15420 Laguna Canyon Road, Suite 100
Irvine, California 92618
Re: Mobix Labs, Inc.
Registration
Statement on Form S-1
Filed April 16,
2024
File No. 333-278710
Dear Keyvan Samini:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed April 16, 2024
Cover Page
1. For each of the
securities being registered for resale, disclose the price that the Selling
Securityholders paid
for such securities.
2. Disclose the exercise
price(s) of the warrants compared to the market price of the
underlying security. We
note that the warrants are out the money. Please disclose the
likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure
in the prospectus
summary, risk factors, MD&A and use of proceeds section and disclose
that cash proceeds
associated with the exercises of the warrants are dependent on the stock
price. As applicable,
describe the impact on your liquidity and update the discussion on
your ability to fund
your operations on a prospective basis with your current cash on hand.
3. We note the significant
number of redemptions of your Class A Common Stock in
connection with your
business combination and that the shares being registered for
Keyvan Samini
Mobix Labs, Inc.
April 23, 2024
Page 2
resale on this Form S-1 and your Form S-1 filed on April 2, 2024,
relating to your
committed equity facility with B. Riley Principal Capital II, LLC,
will exceed your public
float. We also note that certain of the shares being registered for
resale were purchased by
the Selling Securityholders for prices considerably below the current
market price of the
Class A Common Stock. Please highlight the significant negative impact
sales of shares
on this registration statement, and separately, combined with the
sales of shares in your
Form S-1 filed on April 2, 2024, could have on the public trading
price of the Class A
Common Stock. Highlight the significant negative impact sales of
shares on this
registration statement could have on the public trading price of the
Class A Common
Stock.
4. Please ensure that the disclosure on the cover page about the number
of shares registered
for resale is consistent with the disclosure about the number of
shares disclosed in the
Selling Securityholders table beginning on page 90. For example, the
disclosure in the
twelfth bullet point on the cover page about up to an additional
1,052,030 make-up shares
does not appear to be consistent with the disclosure beginning on page
90.
Summary of the Prospectus, page 1
5. In light of the significant number of redemptions, expand your
discussion of capital
resources to address any changes in the company s liquidity position
since the business
combination. If the company is likely to have to seek additional
capital, outside of the
Form S-1 filed on April 2, 2024, which we note you already discuss in
your document,
discuss the effect of this offering on the company s ability to
raise additional capital.
6. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company's common stock. Your discussion
should
highlight the fact that the selling securityholders will be able to
sell their shares for so
long as the registration statement of which this prospectus forms a
part is available for
use.
Risk Factors, page 8
7. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the public
trading price of the
Class A Common Stock. To illustrate this risk, disclose the purchase
price of the securities
being registered for resale and the percentage that these shares
currently represent of the
total number of shares outstanding. Also disclose that even though the
current trading
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price is significantly below the SPAC IPO price, the private investors
have an incentive to
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sell because Labs,still
they will Inc.profit on sales because of the lower price
that they purchased
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April 23, shares
2024 Pagethan
2 the public investors.
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Keyvan Samini
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Mobix Labs, Inc.
Comapany
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23, 2024
April 323, 2024 Page 3
Page
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Security Ownership of Certain Beneficial Owners and Management, page 88
8. Please ensure that the disclosure about the amount of beneficial
ownership in the table on
page 88 is consistent with the disclosure in the table beginning on
page 90.
General
9. Revise your prospectus to disclose the price that each selling
securityholder paid for the
shares being registered for resale. Highlight any differences in the
current trading price,
the prices that the selling securityholders acquired their shares, and
the price that the
public securityholders acquired their shares. Disclose that while the
selling securityholders
may experience a positive rate of return based on the current trading
price, the public
securityholders may not experience a similar rate of return on the
securities they
purchased due to differences in the purchase prices and the current
trading price. Please
also disclose the potential profit the selling securityholders will
earn based on the current
trading price. Lastly, please include appropriate risk factor
disclosure.
10. Please tell us why you are registering for resale at this time the
3,500,000 earnout shares
mentioned in the second bullet point on the cover page. In this
regard, we note
the disclosure on page F-35 that the earnout shares have a seven-year
earnout period
commencing on the date that is the one year anniversary of the
closing,
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Thomas Jones at 202-551-3602 or Erin Purnell at
202-551-3454 with any
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Raymond Lee, Esq.