Mobix Labs signs definitive REE deal

SPD is a pre-revenue U.S. infrastructure development platform with positions across critical minerals and rare earth elements, energy and critical infrastructure, and Western U.S. water resilience.
SPD is a pre-revenue U.S. infrastructure development platform with positions across critical minerals and rare earth elements, energy and critical infrastructure, and Western U.S. water resilience.

Mobix Labs announced that it has executed a definitive agreement to acquire Special Project Delivery, Inc. (SPD), a strategic infrastructure platform building U.S. supply chains for rare earth elements, critical minerals, and energy storage.

 "We are moving decisively to take our NSM initiative from vision to reality," said Jim Peterson, Chairman of Mobix Labs. "The control and development of strategic domestic mineral rights is fundamental to America's long-term industrial strength and security, and the SPD platform allows us to hit the ground running.”

Cornerstone of National Security Focus

The proposed SPD acquisition is a cornerstone in the expansion of Mobix’s core defense/aerospace solutions business to pursue a much broader set of complementary national security priorities. SPD’s opportunity pipeline includes:

  • Critical minerals and rare earth elements
  • Energy and critical infrastructure
  • Western U.S. water resilience
  • Carbon and biosolids

The combined platform will also seek opportunities within national priorities including missile-defense and homeland-defense architecture initiatives, domestic drone and autonomous-systems production, and federal critical minerals and strategic stockpile programs.

National Security Matters Alignment

The transaction advances Mobix Labs’ previously announced National Security Matters (“NSM”) Initiative, which broadened the company’s business scope and long-term growth potential through an expanded focus on U.S. national security priorities across defense and aerospace electronics, American-built drones and autonomous systems, rare earth elements and critical minerals, and energy and critical infrastructure.

SPD adds the upstream resource and infrastructure layer to that strategy. Where the NSM platform has been focused on the components, systems and electronics that national security programs consume, SPD seeks to provide the materials, energy and water systems on which those programs depend — positioning the combined company across the supply chain rather than at a single point within it.

The Critical Minerals Thesis

SPD’s thesis is that the binding constraint on U.S. national security manufacturing is no longer design or fabrication capacity but secure access to the underlying materials and the energy and water systems required to process them. Rare earth elements, lithium and other critical minerals remain concentrated in foreign supply chains, and demand is accelerating from precisely the applications least tolerant of disruption: defense electronics, autonomous systems, grid resilience, and the data centers underpinning U.S. artificial-intelligence compute.

Agreement Terms

The SPD acquisition is structured as an all-stock transaction, with consideration not to exceed 4.8 million shares of Mobix common stock. The transaction is expected to close before the end of 2026, subject to Mobix stockholder approval and the satisfaction of other customary closing conditions.

Mobix Comment

“The SPD agreement is a transformational step in our vision to pursue a much larger and strategically important set of interrelated opportunities that are core to domestic national security,” said Philip Sansone, CEO of Mobix Labs. “SPD provides a highly specialized platform to participate in critical mineral and rare earth opportunities that underpin much of our defense technology and national security capabilities. This combination opens Mobix to a much broader total addressable market, creating many new exciting avenues for growth and value creation.”

“Combining the businesses through an all-stock structure lets us efficiently bolt on SPD’s expertise and existing projects, while preserving our capital to build the business. Together we will provide our stockholders exposure to assets that are difficult to assemble and harder to replace.”

SPD Comment

“SPD was built on a straightforward conviction: the United States cannot rebuild its defense and sovereign industrial base on supply chains it does not control,” said Paul Singarella, Co-Founder and Chief Executive Officer of SPD. "Combining with Mobix unites our platform with a publicly traded defense and dual-use technology company already operating inside the defense and aerospace ecosystems our materials are built to supply."

About Special Project Delivery, Inc.

SPD is a pre-revenue U.S. infrastructure development platform with positions across critical minerals and rare earth elements, energy and critical infrastructure, and Western U.S. water resilience. Formed in 2019 and headquartered in Newport Beach, California, SPD is led by Co-Founder and Chief Executive Officer Paul Singarella, a former Latham & Watkins partner, and Co-Founder and Chief Financial Officer John Dewey.