SEC Comment Letter 0000000000-25-010532 to MOBIX LABS, INC (MOBX)
MOBIX LABS, INC
Date: Sept. 26, 2025 · CIK: 0001855467 · Accession: 0000000000-25-010532
AI Filing Summary & Sentiment
File numbers found in text: 333-290247
Letter
September 26, 2025 Keyvan Samini President Mobix Labs, Inc. 1 Venture, Suite 220 Irvine, California 92618 Re:Mobix Labs, Inc. Registration Statement on Form S-1 Filed September 15, 2025 File No. 333-290247 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 September 15, 2025 Selling Stockholders, page 86 1.It appears that the conditions that would cause a transaction involving the issuance of the Maxim Pledge Shares have not occurred and therefore it might not be appropriate at this time to register the resale of the unissued Maxim Pledge Shares. Please review the guidance in Question 134.01 of our Securities Act Sections Compliance & Disclosure Interpretations and explain why you believe these shares are eligible to be covered by this registration statement. Exhibits 2.Please file as exhibits the underlying agreements related to the transactions in August 2025 disclosed on pages 2 and 3.
September 26, 2025 Page 2 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 Jay Ingram at 202-551-3397 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc:Raymond Lee, Esq.
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September 26, 2025
Keyvan Samini
President
Mobix Labs, Inc.
1 Venture, Suite 220
Irvine, California 92618
Re:Mobix Labs, Inc.
Registration Statement on Form S-1
Filed September 15, 2025
File No. 333-290247
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 September 15, 2025
Selling Stockholders, page 86
1.It appears that the conditions that would cause a transaction involving the issuance of
the Maxim Pledge Shares have not occurred and therefore it might not be appropriate
at this time to register the resale of the unissued Maxim Pledge Shares. Please review
the guidance in Question 134.01 of our Securities Act Sections Compliance
& Disclosure Interpretations and explain why you believe these shares are eligible to
be covered by this registration statement.
Exhibits
2.Please file as exhibits the underlying agreements related to the transactions in August
2025 disclosed on pages 2 and 3.
September 26, 2025
Page 2
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 Jay Ingram at 202-551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Raymond Lee, Esq.