NASDAQ: MOBXW

Throughout
this report, unless otherwise noted or otherwise suggested by context, all references to “we,” “us” or “our”
refer to Legacy Mobix prior to the consummation of the Merger, and to the Company and its subsidiaries after the consummation of the
Merger.

We
were founded with the goal of simplifying the development and maximizing the performance of mmWave wireless products by designing and
developing high performance system-level solutions used for signal processing applications in wireless devices. Since our inception,
our corporate strategy has evolved to encompass the pursuit of acquisitions serving diverse industry sectors, including aerospace, military,
defense, medical and high reliability (“HiRel”) technology, as part of our commitment to enhancing communication services.
We have developed and/or acquired an extensive intellectual property (“IP”) portfolio comprised of patents and trade secrets
that are critical to commercializing our communication products and communications technologies. In leveraging our proprietary technology,
we aim to scale the growth of revenue for our products by serving large and rapidly growing markets where we believe there are increasing
demands for higher performance communication technologies, including both wireless and wired connectivity systems. We are actively pursuing
customer engagements with manufacturers of wireless communications, aerospace, military, defense, medical and HiRel products.

On
December 18, 2023, we completed the acquisition of EMI Solutions, Inc. (“EMI Solutions”) when we acquired all of the issued
and outstanding common shares of EMI Solutions. EMI Solutions is a manufacturer of interconnect products, including electromagnetic interference
filtering products for aerospace, military, defense and medical applications. We believe the acquisition of EMI Solutions complements
our existing product offerings, expanded our customer base and allows us to deliver solutions that address a wider variety of applications
and markets.

On
May 21, 2024, we completed the acquisition of RaGE Systems, Inc. (“RaGE Systems”). RaGE Systems designs, develops and manufactures
wireless systems solutions, including products for 5G communications, mmWave imaging, and software defined radio targeting the commercial,
industrial, and defense and aerospace sectors. We believe the acquisition of RaGE Systems expands our expertise in wireless communications
and will allow us to deliver solutions that address a wider variety of applications and markets.

1

Our
leadership team is comprised of industry veterans with prior experience at premier semiconductor and connectivity companies, including
Microsemi Corporation (which was acquired by Microchip Technology Inc.), Skyworks Solutions, Inc., MaxLinear, Inc. and Texas Instruments
Incorporated. Our leadership team has significant experience and insight into growing advanced technology companies and executing strategic
acquisitions to accelerate growth. Our engineering team is highly skilled in radio frequency, analog and mixed-signal technologies and
has prior experience spearheading development of RF solutions that are widely used in existing wireless systems and devices.

Industry
Overview

Wireless
Systems Solutions — Our wireless systems solutions address several growth markets in the electronics industry—communications,
sensing and detection and microelectronics. We expect these markets will continue to expand, driven by a number of factors.

●Communications
— The demand for mobile and fixed data continues to grow at exponential rates. The
evolution of wireless communications standards has enabled many data intensive applications,
such as video streaming, online conferencing and social media. Moreover, we believe ongoing
deployment of applications for artificial intelligence (“AI”), alternative reality
(“AR”), virtual reality (“VR”), autonomous vehicles, and industrial
Internet of Things (“IoT”) sensors, will compound the strain on the current generation
of wireless networks, necessitating higher bandwidth and more efficient communication networks.
The next generation of wireless communications, including 5G and beyond, is expected to revolutionize
the way data is transferred around the world. With data speeds up to 20 Gb/s coupled with
ultra-low latency, or minimal delays in the transmission of data, the potential applications
for 5G can be significantly more extensive than for earlier generations of wireless communications.
There is also increasing interest in energy efficient, standards-based infrastructure. Wireless
systems operators around the world have experienced increased operating costs due to the
increasing cost of energy. We believe the need for highly power efficient solutions is particularly
important for operators who provide coverage in rural, infrastructure constrained markets.
We expect these demands create opportunities to develop new communication solutions for both
domestic and international markets.

●Sensing
and Detection — Demand for single and multiband sensing and detection solutions continues
to grow across several market areas. In the security market, radio RF and mmWave imaging
is used to sense and detect concealed objects in closed parcels or under clothes. The medical
market uses a variety of non-visual spectrum to sense and detect a variety of conditions
such as skin cancers or internal tumors and their compositions. Using RF, mmWave and infrared
(“IR”) technologies, we can sense and detect flaws in building materials including
concrete, wooden beams and other structural materials to determine the viability and safety
of infrastructure. These applications use a combination of multi-spectral sensors, higher
performance microelectronics, machine learning and AI and general computing for systems.

●Microelectronics
— The specification, design and manufacture of very small electronic designs and components
and circuits drives most electronics growth in the modern electronics industry. Higher mobility,
lower costs and greater energy efficiency drive innovations in communications, medical, sensing
and other applications for the consumer commercial electronics, industrial electronics and
aerospace and defense electronics markets. Microelectronics covers application specific integrated
circuits (“ASIC”), RFIC and system on chip (“SoC”) IC designs. It
also includes devices such as multi-chip modules (“MCMs”) and multi-chiplet modules
(“McMs”). The trends now are to drive microelectronics to have global connectivity
options and included capabilities for machine learning and AI.

Interconnect
Products — Our interconnect products address the global EMI filter market which we believe is experiencing significant growth
due to the increasing demand for noise reduction in electronic devices. The growing complexity of electronic systems and the proliferation
of communication technologies are driving the market growth.

2

Our
EMI filtering devices are designed to reduce electromagnetic interference and allow for effective functioning of electronic communication
systems. We believe the increasing complexity of aerospace and defense systems will drive greater demand for electromagnetic interference
filters in the military and aerospace sectors. The increasing use of unmanned aerial vehicles and other advanced technology solutions
has also fueled market growth.

Our
high-reliability EMI filters are designed to consistently meet or exceed performance requirements and are vitally important to any industry
with a high cost of failure. For example, our military, aerospace, and healthcare customers utilize our products for the accurate transmission
and reception of signals required to ensure soldier, aircraft and patient safety or achieve mission success. Currently, our EMI filtering
products are widely used in various applications and industries, including aerospace, military, defense and healthcare.

Market
Opportunity

As
a global provider of a diverse portfolio of advanced capability products, we believe that we are well positioned to capitalize upon the
strong growth trends within the defense, aerospace, commercial, industrial and other markets worldwide. We believe our technology, products,
and acquisition strategy will serve as strong bases for growth in the markets we currently serve as well as enable us to penetrate new
markets globally. We believe our ability to develop and produce market-leading products and services coupled with our deep knowledge
of our customers and end markets will enable us to expand our domestic and international market share and continue to offer our customers
high-value solutions.

Aerospace
and Defense — We offer a variety of products that support the needs of end-user customers in the aerospace and defense and
HiRel markets, including our wireless systems solutions and interconnect products. Key end customers, including the U.S. military, have
expressed a need for high-speed, reliable and secure communications links for various applications, including the “Connected Soldier”
and “Connected Battlefield” in the Internet of Military Things, which includes sensing and computing devices worn by soldiers,
embedded in combat suits and helmets. High bandwidth connectivity utilized in a private network is increasingly expected to allow the
military to track, monitor and manage assets in the field in real time, enhancing market demand for high-performance, reliable and cost-effective
solutions, which our products are designed to be.

Industrial
— Securing sensitive areas such as airports, ports of entry, government offices and data centers as well as other public spaces
is a major growth area due to the lack of system level solutions and companies with the capabilities to service these markets. We believe
this presents an opportunity for us and our capabilities in the design, testing and manufacturing of multi-band, multi-spectral systems
integrated with data processing and AI with machine leaning. We believe our unique position supplying the largest systems integrator
of these types of solutions domestically offers us an opportunity to develop new capabilities and enter new markets.

We
expect that carriers will need to deploy dense networks of mmWave 5G small cells and repeaters in dense urban applications in order to
maintain coverage and quality of service. In rural applications, the emphasis is on coverage and efficiency of the infrastructure in
energy constrained deployments. We believe these factors present significant opportunities for us. Each small cell and/or repeater will
require multiple chips to meet the necessary output power and coverage requirements. Rural cells will require energy efficient designs
which utilize AI to meet capacity and coverage while minimizing power consumption. We believe our design capabilities, IP, and products
position us to be a strong supplier at both ends of the communications infrastructure market.

Satellite
Communications — With the proliferation of satellite enabled devices there is an industry push to converge broadband low earth
orbit satellite communications (“LEO SATCOM”) with terrestrial 5G and other technologies. LEO SATCOM applications can provide
lower latency and greater global coverage compared to geosynchronous satellite applications. On the ground terminal side, having a broadband
satellite connection as a backup will allow many devices from handsets and laptops to connected cars to have more stable connections.
As the world becomes more and more connected, we will seek to provide wireless systems solutions and LEO SATCOM connectivity designed
to offer an attractive solution for keeping consumers connected anywhere in the world.

3

Products

Wireless
Systems Solutions

Our
wireless systems solutions products and services address three key markets—communications, sensing and detection, and microelectronics.

Communications
— We provide both products and services for communications applications. Typically, we contract with customers to specify, design,
prototype and validate products for markets in which our customers have an established position. We offer a highly skilled, multi-functional,
knowledgeable team and we have significant industry know-how that cuts across every system aspect. Once the prototypes or trial units
have been fielded, we seek to enter into a supply contract to build, test, ship and maintain products for our customers. In 2024 we launched
our SMART™ Edge device—a software-manageable autonomous radio transceiver and an innovative appliance optimized for deployment
at the network edge. This device is software programmable for a variety of applications such as RF spectrum analysis, RF broadcast node,
transition base station and other custom applications.

Sensing
and Detection — We provide a custom designed product and a variety of services for sensing and detection applications. In security
technology systems for airports, ports and borders, we work with a market leader and provide a key mmWave sensing module used in latest
generation systems. We also provide design services to help with system improvements, cost reduction, new features and system development.
We seek to expand our customer and application space to include non-destructive sensing of critical infrastructure components like wooden
timbers, concrete and other building materials.

Microelectronics
— Semiconductor components are the building blocks used in wireless systems and devices. These components are classified as either
discrete devices or ICs (also referred to as “chips” or a “chipset”), in which a number of transistors and other
elements are combined to form a more complicated electronic circuit. We expect our chipset IP and technology will feature a design which
minimizes the number of semiconductor chips needed to enable mmWave wireless devices, and therefore we expect that our products will
reduce the cost of such devices. Although we have not yet sold any ICs, we believe our IP and developed technology positions us to complete
development of our chipset as the market for mmWave ICs evolves.

Interconnect
Products

Our
interconnect products consist of EMI filter inserts and filtered and non-filtered connectors. EMI filters are crucial components utilized
in various electronic systems to mitigate EMI and ensure the integrity and reliability of signal transmission. These filters are designed
to selectively attenuate or block unwanted electromagnetic noise while allowing desired signals to pass through unaffected. Our interconnect
products are deployed in aerospace, military, defense, medical and healthcare products, and play a pivotal role in maintaining signal
clarity, reducing signal distortion, and safeguarding against potential disruptions caused by external electromagnetic sources. By incorporating
our interconnect products into electronic circuitry, our customers enhance the performance, efficiency, and overall functionality of
their products, thereby meeting stringent regulatory standards and ensuring optimal operational reliability in diverse applications.

Competitive
Strengths

●Experienced
management team — Our board of directors and our executive management team possess
comprehensive expertise in overseeing entities within the communications sector, particularly
in the semiconductor industry. Several members of our board of directors and our management
team have played pivotal roles in the inception and ongoing leadership of the enterprises
that today form the backbone of our organization. This depth of knowledge and leadership
is anticipated to greatly enhance our ability to implement our strategic objectives efficiently
and effectively.

●Diversified
business model — Our broad portfolio of products serve the connectivity, aerospace,
military, defense and healthcare markets, and address the needs of both commercial and government
customers operating in domestic and international markets. In addition to broadening our
addressable market, our strategy of serving both the commercial and government markets makes
us less dependent upon government funding and commercial business cycles than businesses
focused solely on either market. Similarly, by selling our products and services in various
industries, we are less susceptible to economic and political uncertainties at any given
time. As a result of this diversity, we believe that our future success is not dependent
upon a single technology, product, service, customer, government program or geographic market.

4

●Strong
acquisition and integration track record — Since our founding in 2020, we have
strategically expanded our portfolio through the acquisition and integration of other businesses,
including RaGE Systems and EMI Solutions, each of which aimed at broadening our operational
capabilities and enhancing our financial metrics. These strategic initiatives have been instrumental
in optimizing operational efficiencies across each acquired entity, subsequently bolstering
our financial performance. In particular, we believe our acquisitions of RaGE Systems and
EMI Solutions have allowed us to access new markets within the defense, military, aerospace
and healthcare sectors.

●Superior,
scalable wireless technology — We expect to base our mmWave ICs on a complementary
metal-oxide-semiconductor (“CMOS”) process. We believe designing high-performance
RF and mixed-signal/analog ICs in CMOS allows for higher levels of integration, which can
lead to more compact products in a cost-effective manufacturing process. Additionally, we
will seek to offer our mmWave chipset as a single SKU, scalable chipset that we believe will
simplify manufacturers’ designs and accelerate our customers’ time to market.

●U.S.-based
supplier of interconnect products — We believe certain of our customers, particularly
those serving the defense industry, prefer to source interconnect products from U.S.-based
suppliers like us. We believe this is important to certain customers with respect to overall
quality and pricing due to global economic tensions and tariffs. We believe that being able
to provide a high-quality interconnect solutions enables us to serve the evolving needs of
mission-critical applications in the aerospace, defense, medical and other markets.

●Extensive
patent and trade secret portfolio — We believe our intellectual property portfolio,
comprising a combination of existing and pending patents and trade secrets, provides us with
a significant competitive advantage in our wireless systems solutions and interconnect products.
We expect the intellectual property and expertise we have developed will allow us to meet
the difficult system specifications in standard, bulk CMOS processes. We believe that our
intellectual property portfolio, as well as our research and development capabilities, enable
us to design solutions for our customers’ complex engineering challenges and capitalize
on secular growth trends.

Company
Strategy

●Acquire
and integrate complementary assets— A key component of our growth strategy is to
continually explore acquisition opportunities that can be accretive in both the short and
long term or fill a potential technology gap. A critical element of our ability to execute
on our acquisition strategy is the timely and successful integration of companies that we
acquire, with the goal of quickly achieving sustained operational and financial benefits.
We begin this integration process during the negotiation and due diligence processes for
each acquisition.

●Accelerate
technology development and innovation — We are dedicated to developing innovative
solutions for next generation consumer commercial, industrial, automotive, medical and aerospace
and defense products. In this effort, we have developed our proprietary technology, or may
work with our customers’ IP, for mmWave, 2/3/4/5G communications and ICs for a variety
of applications. We believe this approach will allow us to develop more efficient, cost-effective
and compact products and solutions for our customers.

●Expand
into new end markets and geographies — Our products and solutions are designed
to:

○enable
mmWave wireless devices to transmit and receive data at extremely high data rates which we
believe will surpass those currently available in the consumer market; and

○minimize
EMI in mission critical applications, including aerospace, military, defense and healthcare.

We
believe our diverse product offerings, our intellectual property and the global distribution and sales channels we have established provide
additional opportunities to address several new markets from data centers to emerging wireless applications worldwide.

5

Manufacturing
and Operations

We
currently manufacture a majority of our interconnect products and wireless systems solutions at our own facilities. We also rely on contract
manufacturers for certain production processes. This strategy is intended to allow us to efficiently manage both our supply competitiveness
and manufacturing utilization in order to minimize the risk associated with market fluctuations and maximize our cash flow. Due to the
application of our interconnect products in national security and defense applications, our interconnect products must be manufactured
in the United States, with limited exceptions.

For
mmWave wireless IC products, we expect to outsource wafer fabrication to third party wafer manufacturers, as is common in the semiconductor
industry. We believe the manufacturing processes we will require are available from multiple wafer fabrication providers. We believe
that the raw materials, parts and supplies used in wafer fabrication are generally available at present and will remain available in
the foreseeable future. Semiconductor wafers are usually shipped to third-party contractors for device assembly and packaging, where
the wafers are cut into individual die, packaged and tested before final shipment to customers. We will also rely on third parties for
device assembly and packaging services.

Sales
and Marketing

We
sell our products and services directly to original equipment manufacturers (“OEMs”) or original design manufacturers (“ODMs”)
and contract manufacturers through our global network of representatives and distributors. Our go-to-market strategy provides comprehensive
customer coverage. We seek to collaborate with customers through the technology selection and design processes to gain design wins. We
are customer and standard agnostic, allowing our solutions to be used globally and across multiple platforms and customers. We target
innovative product suppliers and focus on communications technology used in mission critical and HiRel applications.

We
often work with customers that have a leading market share in a given application or solution. Given military, aerospace and healthcare
product lifecycles, our products may remain in production with a customer for more than seven years with a single design.

We
strive to implement our go-to-market strategy, which is intended to provide comprehensive customer coverage through electronic component
distributors and independent sales representative organizations. We also maintain a network of distributors and independent sales representative
organizations, primarily in Europe and the Asia-Pacific region. As is customary in the electronic components industry, our distributors
and independent sales representative organizations may also market other products that compete with ours.

The
sales process of electronic components and solutions typically commences with identifying and qualifying prospective customers and programs.
Component suppliers like Mobix Labs must collaborate with prospective customers to work through the design funnel until production of
the customers’ products. During this process, component suppliers often provide technical support directly or through the independent
sales representative organizations that are concurrently providing pre-sales, post-sales and account management services to bring the
customers’ products to market in a timely manner.

Customers

Our
primary customers are organizations that sell product solutions for aerospace, military, defense and healthcare applications. We have
also engaged with several OEMs and ODMs in an effort to secure them as customers for our mmWave ICs when those products are available
for sale. If they do purchase our mmWave ICs, we expect them to purchase these products on a purchase order basis when we complete development
and commence sales, which is customary in the semiconductor industry.

For
the year ended September 30, 2025, sales to Leidos Holdings, Inc. accounted for approximately 50% of our net revenues. No other customer
accounted for 10% or more of our net revenues.

6

Competition

Wireless
Systems Solutions — The mmWave wireless market presents a significant opportunity for many existing and emerging semiconductor
companies. Large companies such as Qualcomm Incorporated, NXP Semiconductors, N.V., Qorvo, Inc., Skyworks Solutions, Inc., and Analog
Devices Inc. have all offered products to address the RF and mixed-signal portion of 5G radios for connected devices. There are also
a number of smaller companies looking to capitalize on the mmWave market as well. We typically design our sensing and detection solutions
under contracts and we primarily compete with our customers’ internal resources for design activity and with external contract
manufacturers for the manufacture of products or equipment.

Interconnect
Products — Multiple companies vie to provide effective solutions for mitigating electromagnetic interference. Principal companies
with whom we compete include Amphenol Corporation, Glenair, Inc., ITT Inc., and TE Connectivity Corporation. However, we believe that
only a limited number of companies, including us, are approved vendors for products incorporated into certain military, defense, aerospace,
and healthcare solutions.

Many
of our competitors have greater financial, manufacturing, technical, sales and marketing resources to develop and market products that
compete with our products. Some of our competitors may also have more advantageous supply or development relationships with our current
and potential customers or suppliers.

Research
and Development

At
our core, we are a technology innovation company. We have invested a significant amount of time and expense into the design and development
of technology for our current and anticipated future products, including mmWave wireless technology. We view our intellectual property,
whether internally developed or obtained by way of an acquisition of a business, as a competitive advantage. We expect to continue to
devote substantial resources to the development and acquisition of technology to be incorporated within our products and to product innovation
and development.

Intellectual
Property

A
key strength of business is our intellectual property portfolio and engineering experience, both of which guide product development activities
and our approach to maintaining, protecting and enforcing our intellectual property. We rely on our proprietary technologies, trade secrets
and know-how to give us a competitive advantage. We also have a number of intellectual property registrations (including issued patents
and trademark registrations), but we do not rely on any particular patent or patents for our success and have instead relied on our know-how
and trade secrets.

Our
future success and competitive position depend in part upon our ability to obtain and maintain, protect and enforce our intellectual
property and proprietary information. We rely primarily on patent, trademark, trade secret and similar laws, as well as nondisclosure
and confidentiality, agreements, international treaties and other methods, to protect our intellectual property and proprietary information.
In order to maintain, protect and enforce our intellectual property and proprietary information, we may be required to litigate or arbitrate
to enforce our contract and intellectual property rights or to determine the validity and scope of proprietary rights of others.

Due
to the competition in the industry in which we operate, there is frequent litigation related to allegations of infringement, misappropriation
or other violations of intellectual property rights. From time to time we may receive inquiries from third parties related to their intellectual
property rights and may become subject to litigation matters or disputes related to claims that we have infringed, misappropriated or
violated their intellectual property rights, particularly as we expand our presence in the market and face increasing competition.

7

Government
Regulations

We
are subject to import/export controls, tariffs and other trade-related regulations and restrictions in the countries in which we do business.
These controls, tariffs, regulations and restrictions (including those related to, or affected by, United States-China relations, as
discussed in “Risk Factors — Risks Related to Our Business and Industry”) have had, and we believe may continue
to have, a material impact on our business, including our ability to manufacture or sell products or source components.

Government
regulations are subject to change in the future, and accordingly we are unable to assess the possible effect of compliance with future
requirements or whether our compliance with such regulations will materially impact our business, results of operations or financial
condition.

Human
Capital

Our
people are critical to success and the pursuit of our goals and growth strategy. We strive to attract and retain team members who are
driven to innovate and who bring diverse perspectives and skills. As of September 30, 2025, we had a total of 46 employees in the
United States, of whom eleven were primarily engaged in research and development, two were primarily engaged in sales and marketing,
fifteen were primarily engaged in manufacturing, and eighteen were primarily engaged in general and administrative functions. None of
our employees are covered by a collective bargaining agreement or represented by a labor union. Additionally, from time to time we utilize
third-party contractors to supplement our workforce.

Available
Information

We
file or furnish annual, quarterly and current reports and other documents with the SEC. Our annual report on Form 10-K, quarterly reports
on Form 10-Q and current reports on Form 8-K, including any amendments, will be made available free of charge on our website, www.mobixlabs.com,
as soon as reasonably practicable, following the filing of the reports with the SEC. In addition, our website allows investors and other
interested persons to sign up to automatically receive e-mail alerts when news releases and financial information is posted on the website.
The SEC also maintains a website, www.sec.gov, that contains reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC. The information on or obtainable through our website is not incorporated into this Annual
Report.