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                                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
FirstName LastNameKeyvan Samini
       price is significantly below the SPAC IPO price, the private investors
have an incentive to
Comapany    NameMobix
       sell because       Labs,still
                     they will   Inc.profit on sales because of the lower price
that they purchased
       their
April 23,    shares
          2024  Pagethan
                      2 the public investors.
FirstName LastName
 Keyvan Samini
FirstName   LastNameKeyvan Samini
Mobix Labs,   Inc.
Comapany
April       NameMobix Labs, Inc.
       23, 2024
April 323, 2024 Page 3
Page
FirstName LastName
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.