SecProbe.io

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May 1, 2024

VIA EDGAR

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549-3561

    Attention:
    Thomas Jones

    Erin Purnell

    Re:
    Mobix Labs, Inc.

    Registration Statement on Form S-1

    Filed April 2, 2024

    File No. 333-278451

Ladies and Gentlemen:

This letter is submitted on behalf of our client,
Mobix Labs, Inc., a Delaware corporation (the “Company”) in response to the comments from the staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in a letter to the Company dated April 23, 2024 (the “Comment Letter”) with respect to the above referenced registration
statement on Form S-1 filed with the Commission on April 2, 2024 (the “Registration Statement”). In connection with
this letter responding to the Staff’s comments, the Company is filing Amendment No. 1 to the Registration Statement (the “Amendment
No. 1”), which will include changes in response to the Staff’s comments.

The numbered paragraphs and headings below correspond
to those set forth in the Comment Letter. Each of the Staff’s comments is set forth in bold, followed by the Company’s response
to each comment. Capitalized terms used in this letter but not defined herein have the meaning given to such terms in Amendment No. 1.
All references to page numbers in these responses are to pages of Amendment No. 1.

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.

Response: The Company has revised its disclosures
on pages 6, 7, 8, 15, 16, 33, 57, 63 and 66 to address the Staff’s comment..

 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.

Response: The Company has revised its disclosure on
page 39 to address the Staff’s comment.

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 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.

Response: The Company has revised its disclosure on
the cover page to address the Staff’s comment.

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.

Response: The Company has revised its disclosure on
the pages 6, 33 and 48 to address the Staff’s comment.

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If you have any questions or comments concerning
this submission or require any additional information, please do not hesitate to contact Laurie L. Green, Esq. at (954) 765-0500.

    Very truly yours,

    Greenberg Traurig, P.A.

    By:
    /s/ Laurie L. Green

    Laurie L. Green, Esq.

    cc:
    Keyvan Samini, President and Chief Financial Officer

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