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                             April 23, 2024

       Keyvan Samini
       President and Chief Financial Officer
       Mobix Labs, Inc.
       15420 Laguna Canyon Rd., Suite 100
       Irvine, California 92618

                                                        Re: Mobix Labs, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed April 2, 2024
                                                            File No. 333-278451

       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 2, 2024

       General

   1.                                                   Please revise to update
your disclosures throughout the filing, as applicable, consistent
                                                        with the revised
disclosure that you provide in response to our comment letter issued on
                                                        April 23, 2024, with
respect to your Form S-1 filed April 16, 2024.
   2.                                                   Please disclose how you
determined the total amount and material terms of the Common
                                                        Stock Purchase
Agreement with B. Riley Principal Capital II, LLC, including a discussion
                                                        of any material
discussions or negotiations.
       Cover Page

   3.                                                   We note the significant
number of redemptions of your Class A Common Stock in
                                                        connection with your
business combination, the number of shares of being registered for
                                                        resale here and in your
registration statement on Form S-1 filed April 16, 2024, will
 Keyvan Samini
Mobix Labs, Inc.
April 23, 2024
Page 2
       constitute a number of shares that is larger than your current public
float. Please highlight
       the significant negative impact that the collective sales of shares
could have on the public
       trading price of the shares of Class A Common Stock. Please highlight
the potential
       significant negative impact sales of shares on this registration
statement, and separately,
       combined with the sales of shares in your Form S-1 filed April 16, 2024,
could have on
       the public trading price of the Class A Common Stock.
Summary of the Prospectus, page 1

4.     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 your Class A Common Stock. Your discussion
should highlight
       the fact that over time B. Riley Principal Capital II, LLC may purchase
approximately
       40% of your current outstanding shares, while consistently selling its
shares, as needed, to
       maintain 4.99% ownership. Please describe the impact that such
continuous sales may
       have on the market price of your Class A Common Stock and please
disclose that B. Riley
       Principal Capital II, LLC will generally be able to sell all of their
shares for so long as the
       registration statement of which this prospectus forms a part is
available for use, or earlier
       termination by the parties. Please also revise to highlight the fact
that in your Form S-1
       filed April 16, 2024, your shareholders will generally be able to sell
all of their shares (as
       indicated in the Selling Securityholders table) at the same time that
this registration
       statement is available for use. Please describe the impact that such
continuous sales may
       have on the market price of your Class A Common Stock. Please include
risk factor
       disclosure that discusses the same.
        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,
FirstName LastNameKeyvan Samini
                                                              Division of
Corporation Finance
Comapany NameMobix Labs, Inc.
                                                              Office of
Manufacturing
April 23, 2024 Page 2
cc:       Raymond Lee, Esq.
FirstName LastName