Mobix Labs to acquire Vision Aerial for $15M in stock and cash

MOBIX LABS, INC

Consideration: $12M in Class A common stock (VWAP collar $2-$3/share) plus $3M cash, subject to adjustments.
Two-step merger: Merger Sub X merges into Vision Aerial, then surviving corp merges into Merger Sub XI.
Closing conditions include due diligence, stockholder approvals of both companies, and customary conditions.
Stock consideration unregistered, relying on Section 4(a)(2) exemption from Securities Act.
Merger Agreement includes termination fee payable by Vision Aerial in certain circumstances.

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