MOBIX LABS Announces Merger Agreement to Acquire Vision Aerial ($15M)

What Happened

• MOBIX LABS, Inc. announced it executed an Agreement and Plan of Merger on July 24, 2026 to acquire Vision Aerial, Inc. through a two-step merger using two wholly owned merger subsidiaries. The purchase price consists of $12,000,000 paid in MOBIX Class A common stock (number of shares = $12M ÷ “Rollover Share Price”) plus $3,000,000 in cash, subject to customary post‑closing adjustments and indemnity holdbacks. The parties expect the combined mergers to qualify as a tax‑free reorganization under Section 368(a) of the Internal Revenue Code.

Key Details

• Date of agreement: July 24, 2026.
• Consideration: $12,000,000 in Class A common stock (shares issued = $12M / Rollover Share Price) and $3,000,000 cash.
• Rollover Share Price: VWAP of MOBIX Class A for the 20 trading days ending on (and including) the third trading day before closing, floored at $2.00 and capped at $3.00 (adjustable for splits/dividends).
• Transaction structure/conditions: two sequential mergers using Merger Sub X and Merger Sub XI; customary reps, warranties, covenants, indemnities; closing subject to MOBIX and Vision Aerial shareholder approvals and MOBIX due diligence. Merger Agreement may be terminated under specified circumstances, including possible termination fee by Vision Aerial.
• Item 3.02 disclosure: issuance of the Class A shares contemplated by the deal is reported as an unregistered sale of equity securities. The full Merger Agreement is expected to be filed as an exhibit by amendment.

Why It Matters

• This deal could dilute existing MOBIX shareholders because up to $12M of stock will be issued (the exact share count depends on MOBIX’s VWAP near closing, within a $2.00–$3.00 range). Investors should watch for the announced VWAP (Rollover Share Price) and the resulting share issuance.
• The company will also pay $3M in cash at closing and may face post‑closing purchase price adjustments and indemnification holdbacks that could affect cash/liquidity or earnout mechanics.
• Closing is not certain: it requires due diligence and shareholder approvals from both companies, and the full agreement has not yet been filed as an exhibit — review the eventual Merger Agreement for complete terms.