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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 22, 2025
MOBIX LABS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40621 | 98-1591717 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
|
15420 Laguna Canyon Road, Suite 100 Irvine, California |
92618 |
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (949) 808-8888
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A Common Stock, par value $0.00001 per share | MOBX | Nasdaq Global Market | ||
| Redeemable warrants, each warrant exercisable for one share of Class A Common Stock | MOBXW | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On January 22, 2025, Mobix Labs, Inc. issued a press release announcing that it has entered into a non-binding letter of intent to acquire SCP Manufacturing, a Nevada-based producer of mission-critical electrical components for aerospace, defense, and commercial applications. A copy of the press release is furnished as Exhibit 99.1. The transaction remains subject to the entry into a definitive agreement and final due diligence.
The information furnished under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release issued by Mobix Labs, Inc. on January 22, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mobix Labs, Inc. | ||
| Date: January 27, 2025 | By: | /s/ Keyvan Samini |
| Name: | Keyvan Samini | |
| Title: | President and Chief Financial Officer | |
EXHIBIT 99.1
Mobix Labs Powers Into Aerospace and Defense with Acquisition of SCP Manufacturing
~Second Strategic Acquisition in 60 Days Positions Mobix Labs as a Market Leader ~
Irvine, Calif., January 22, 2025 – Mobix Labs, Inc. (Nasdaq: MOBX), a global leader in advanced connectivity solutions, has unveiled another game-changing move with its acquisition of SCP Manufacturing, a Nevada-based producer of mission-critical electrical components for aerospace, defense, and commercial applications. This strategic deal, the company’s second strategic acquisition in just 60 days, is expected to close in Q2 2025 and will amplify Mobix Labs’ operational efficiency, gross margins, and market dominance in high-growth industries.
“Our agreement to acquire SCP Manufacturing underscores Mobix Labs’ determination to redefine the aerospace and defense landscape. With SCP’s engineering and manufacturing capabilities, and a track record of excellence, Mobix Labs gains access to technologies essential for advanced military and commercial systems,” said Fabian Battaglia, CEO of Mobix Labs. SCP is a key supplier of mission critical products to Spacecraft Components, which Mobix Labs agreed to acquire in November 2024.
SCP’s products enable Spacecraft Components to supply critical components for the U.S. Army’s Patriot Missile defense platform, submarines, naval ships, as well as oil rigs, railcars, and major metropolitan transit systems. This acquisition not only strengthens Mobix Labs’ portfolio but also creates unparalleled synergies, enabling streamlined operations and accelerating its growth trajectory across multiple sectors.
Transaction Details
The acquisition will be financed through a mix of cash and equity with earnout provisions, subject to final due diligence and board approvals. Details will be finalized closer to the expected closing date in the second quarter-2025.
About Mobix Labs, Inc.
Based in Irvine, California, Mobix Labs designs, develops and sells components and systems for advanced connectivity solutions, including wireless and wired connectivity, radio frequency (“RF”), and filtering technologies. The Company’s solutions are used in aerospace, defense, 5G, medical, industrial and other high-reliability markets. The Company’s True Xero active optical cables are designed to meet customer needs for high-quality active optical cable solutions at an affordable price. The Company’s electromagnetic filtering products are used in military and aerospace applications. These technologies are designed for large and rapidly growing markets where there are increasing demands for higher-performance communication and filtering systems that utilize an expanding mix of both wireless and connectivity technologies. More information on the company can be found by visiting http://www.mobixlabs.com or by following us on LinkedIn.
Forward-Looking Statements
This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about capturing additional opportunities in the future, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement, such as Mobix Labs’ ability to close the Spacecraft Components and SCP Manufacturing acquisitions pursuant to the terms of any agreement entered into by and between the parties, deliver parts or to develop technology in connection with the systems provided by SCP Manufacturing and Spacecraft Components to its customers. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. All information provided in this press release is as of the date of this press release, and Mobix Labs undertakes no duty to update such information, except as required under applicable law.