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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Mobile Infrastructure Corporation
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 21, 2025 |
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): August 21, 2025 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 32-0777356 (State or other jurisdiction of incorporation) ( |
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| August 12, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 12, 2025 |
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): August 12, 2025 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 32-0777356 (State or other jurisdiction of incorporation) ( |
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| August 12, 2025 |
Exhibit 99.1 Mobile Infrastructure Reports Second Quarter 2025 Financial Results —Higher Contract Parking Volumes Reflect Positive Secular Growth Trends— —Advancing Non-Core Asset Divestiture Strategy— —Conference Call Will be Held Today at 4:30 PM ET— CINCINNATI—(BUSINESSWIRE)—Mobile Infrastructure Corporation (Nasdaq: BEEP), (“Mobile”, “Mobile Infrastructure” or the “Company”), owners of a diver |
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| July 21, 2025 |
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): July 17, 2025 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 32-0777356 (State or other jurisdiction of incorporation) (Co |
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| June 20, 2025 |
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): June 18, 2025 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 32-0777356 (State or other jurisdiction of incorporation) (Co |
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| June 20, 2025 |
Mobile Infrastructure Corporation Announces Management Transition and CEO Succession Plan EXHIBIT 99.1 Mobile Infrastructure Corporation Announces Management Transition and CEO Succession Plan ● President Stephanie Hogue to Assume CEO Role Effective August 1, 2025 ● Manuel Chavez III to Transition to Executive Chairman CINCINNATI, OH – June 18, 2025 – Mobile Infrastructure Corporation (Nasdaq: BEEP) (“Mobile” or the “Company”), a leading owner and operator of parking and mobility real |
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| June 11, 2025 |
Letter from Deloitte & Touche LLP to the Securities and Exchange Commission dated June 11, 2025 Exhibit 16.1 June 11, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Mobile Infrastructure Corporation’s Form 8-K dated June 11, 2025, and have the following comments: 1. We agree with the statements made in Item 4.01(a). 2. We have no basis on which to agree or disagree with the statements made in Item 4.01(b). Yo |
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| June 11, 2025 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): June 5, 2025 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 32-0777356 (State or other jurisdiction of incorporation) (Com |
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| June 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40415 MOBILE INFRASTRUCTURE CORPORATION NYSE AMERICAN LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 30 |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Mobile Infrastructure Corporation (Exact name of registrant as specified in its charter) Maryland 32-0777356 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifi |
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| May 20, 2025 |
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): May 20, 2025 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 32-0777356 (State or other jurisdiction of incorporation) (Com |
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| May 13, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 12, 2025 |
Exhibit 99.1 Mobile Infrastructure Reports First Quarter 2025 Financial Results First Quarter 2025 Revenue was Stable Year-over-Year, Adjusting for a $0.6 Million First Quarter 2024 Benefit from 2023 Revenue Recognition Higher Contract Parking Volumes Reflect Management Focus on Increased Utilization Portfolio Optimization Program Underway Reaffirms Full Year Guidance BEEP Shares to Begin Trading |
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| May 12, 2025 |
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): May 12, 2025 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 32-0777356 (State or other jurisdiction of incorporation) (Com |
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| May 9, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-286386 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated April 10, 2025) Mobile Infrastructure Corporation Up to 37,626,865 Shares of Common Stock Warrants to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed solely to update and supplement the information contained in the section of the prospectus, dated April |
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| April 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement |
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| April 23, 2025 |
Mobile Infrastructure Corporation 30 W. 4th Street Cincinnati, Ohio 45202 Dear Mobile Stockholder: You are cordially invited to the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Mobile Infrastructure Corporation (“we,” “us,” “our,” or the “Company”) to be held on Wednesday, June 18, 2025, at 9:00 a.m., Eastern Time. Our inaugural year was marked by purposeful growth and disciplined |
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| April 22, 2025 |
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): April 21, 2025 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 32-0777356 (State or other jurisdiction of incorporation) (C |
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| April 10, 2025 |
Up to 37,626,865 Shares of Common Stock Warrants to Purchase 2,553,192 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-286386 PROSPECTUS Up to 37,626,865 Shares of Common Stock Warrants to Purchase 2,553,192 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their permitted transferees (the “Selling Securityholders”) of: (A) up to 37,626,865 shares of our common stock |
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| April 8, 2025 |
Mobile Infrastructure Corporation 30 W. 4th Street Cincinnati, Ohio 45202 Mobile Infrastructure Corporation 30 W. 4th Street Cincinnati, Ohio 45202 April 8, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Mobile Infrastructure Corporation Registration Statement on Form S-3 File No. 333-286386 Ladies and Gentlemen: Mobile Infrastructure Corpo |
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| April 4, 2025 |
As filed with the Securities and Exchange Commission on April 4, 2025 As filed with the Securities and Exchange Commission on April 4, 2025 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mobile Infrastructure Corporation (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or organization) 32-0777356 (I.R.S. Empl |
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| April 4, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) MOBILE INFRASTRUCTURE CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount of Securities to be Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0. |
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| April 2, 2025 |
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): April 1, 2025 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation) (Co |
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| March 18, 2025 |
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): March 16, 2025 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation) (C |
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| March 11, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40 |
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| March 11, 2025 |
Exhibit 21.1 List of Subsidiaries of the Registrant MVP PF Memphis Poplar 2013, LLC Minneapolis Venture, LLC MVP Louisville Station Broadway, LLC MVP PF St. Louis 2013, LLC MVP Indianapolis Meridian Lot, LLC White Front Garage Partners, LLC Mabley Place Garage, LLC MVP Milwaukee Clybourn, LLC Cleveland Lincoln Garage, LLC MVP Denver Sherman, LLC MVP Milwaukee Arena Lot, LLC MVP Houston Preston Lot |
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| March 11, 2025 |
Exhibit 19.1 INSIDER TRADING POLICY and Guidelines with Respect to Certain Transactions in Company Securities Purpose This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of Mobile Infrastructure Corporation (the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business. |
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| March 10, 2025 |
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): March 10, 2025 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation) (C |
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| March 10, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 20 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrants to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated April 12, 2024 (the “Prospe |
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| March 10, 2025 |
Exhibit 99.1 Mobile Infrastructure Reports Fourth Quarter and Full Year 2024 Financial Results —Fourth Quarter Operating Progress Capped a Year of Solid Growth— —Delivered on Key Strategic Priorities in 2024— —Exited 2024 with Strengthened Balance Sheet and Greater Financial Flexibility— —2025 Guidance Anticipates Continued Growth; Accelerated Portfolio Optimization Planned for 2025-2027 —Conferen |
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| February 20, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 19 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrants to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated April 12, 2024 (the “Prospe |
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| February 20, 2025 |
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): February 19, 2025 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation) |
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| January 21, 2025 |
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 21, 2025 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation) |
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| January 21, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 18 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrants to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated April 12, 2024 (the “Prospe |
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| December 23, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 17 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrants to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated April 12, 2024 (the “Prospe |
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| December 23, 2024 |
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): December 20, 2024 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation) |
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| December 11, 2024 |
Exhibit 10.1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written. BORROWERS: 1W7 Carpark, LLC, a Delaware limited liability company By: MIC 2029 7-Pack Holdco, LLC, a Delaware limited liability company, as sole member By: Mobile Infra Operating Company, LLC, a Delaware limited |
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| December 11, 2024 |
Exhibit 99.1 Mobile Infrastructure Completes $87.5 Million in Refinancings that Strengthen its Financial Position and Increase its Financial Flexibility ● Aligned debt with core asset values and extended maturities ● Added to cash on hand and released encumbrances on three parking assets CINCINNATI, OH – December 11, 2024 – Mobile Infrastructure Corporation (NYSE American: BEEP) (“Mobile”, “Mobile |
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| December 11, 2024 |
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): December 6, 2024 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation) |
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| December 11, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 16 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrants to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated April 12, 2024 (the “Prospe |
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| December 11, 2024 |
Exhibit 10.2 IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first above written. GUARANTOR: MOBILE INFRA OPERATING COMPANY, LLC, a Delaware limited liability company By: /s/ Stephanie Hogue Name: Stephanie Hogue Title: President, Treasurer and Secretary [Signature page to Guaranty of Recourse Obligations] GUARANTOR: /s/ Stephanie Hogue STEPHANIE L. HOGUE, an individual [Si |
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| November 25, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 15 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrants to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed solely to update and supplement the information contained in the section of the prospectus, dated April |
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| November 25, 2024 |
BEEP / Mobile Infrastructure Corporation / Chavez Manuel III Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Mobile Infrastructure Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 60739N101 (CUSIP Number) Manuel Chavez, III 30 W. 4th Street Cincinnati, Ohio 45202 Tel: (513) 834-5110 (Name, A |
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| November 22, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 14 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrants to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated April 12, 2024 (the “Prospe |
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| November 22, 2024 |
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): November 21, 2024 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation) |
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| November 14, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 13 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrant to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated April 12, 2024 (the “Prospec |
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| November 13, 2024 |
Exhibit 99.1 Mobile Infrastructure Reports Third Quarter 2024 Financial Results —Continued Progress Across Key Operating and Financial Metrics— —Secular Trends Should Begin to Benefit Q4 and Strengthen Comparisons in 2025— —Re-affirms Full Year 2024 Guidance — —Conference Call Will be Held November 13th at 8 AM ET— CINCINNATI—(BUSINESSWIRE)—Mobile Infrastructure Corporation (NYSE American: BEEP), |
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| November 13, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 12 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrants to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated April 12, 2024 (the “Prospe |
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| November 13, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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): November 12, 2024 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation) |
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| November 13, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| October 28, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 11 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrants to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated April 12, 2024 (the “Prospe |
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| October 28, 2024 |
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): October 23, 2024 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation) |
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| October 7, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 11 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrants to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated April 12, 2024 (the “Prospe |
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| October 7, 2024 |
Unregistered Sales of Equity Securities 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): October 4, 2024 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation) ( |
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| October 7, 2024 |
BEEP / Mobile Infrastructure Corporation / Chavez Manuel III Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Mobile Infrastructure Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 60739N101 (CUSIP Number) Manuel Chavez, III 30 W. 4th Street Cincinnati, Ohio 45202 Tel: (513) 834-5110 (Name, A |
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| October 3, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 10 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrants to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed solely to update and supplement the information contained in the section of the prospectus, dated April |
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| September 13, 2024 |
BEEP / Mobile Infrastructure Corporation / Chavez Manuel III Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Mobile Infrastructure Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 60739N101 (CUSIP Number) Manuel Chavez, III 30 W. 4th Street Cincinnati, Ohio 45202 Tel: (513) 834-5110 (Name, A |
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| September 11, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 9 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrant to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated April 12, 2024 (the “Prospect |
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| September 11, 2024 |
Mobile Infrastructure Announces Several Actions to Enhance Shareholder Value EX-99.1 4 ex99-1.htm Exhibit 99.1 Mobile Infrastructure Announces Several Actions to Enhance Shareholder Value ● New Capital Source Enables Settling Preferred Stock Redemptions for Cash, Eliminating Dilution on the Company’s Shares ● Mobile’s Board Authorizes a $10 Million Share Buyback Program to Opportunistically and Accretively Deploy Capital ● Mobile’s Board Will Continue to Explore Strategies |
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| September 11, 2024 |
EX-10.1 2 ex10-1.htm EXHIBIT 10.1 CREDIT AGREEMENT dated as of September 11, 2024 among MOBILE INFRASTRUCTURE CORPORATION, as Borrower and The Lenders Party Hereto and HARVEST SMALL CAP PARTNERS, L.P., as Administrative Agent TABLE OF CONTENTS ARTICLE I Definitions 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 Terms Generally 14 SECTION 1.03 Accounting Terms; GAAP 14 SECTION 1.04 Divisions 14 ARTICL |
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| September 11, 2024 |
Joinder Agreement dated September 11, 2024, by and among the Company and the Lenders. EXHIBIT 10.2 JOINDER TO REGISTRATION RIGHTS AGREEMENT AND LOCK-UP AGREEMENT THIS JOINDER TO REGISTRATION RIGHTS AGREEMENT AND LOCK-UP AGREEMENT (this “Joinder and Lock-up Agreement”) is entered into as of September 11, 2024 (the “Effective Date”), by and among Mobile Infrastructure Corporation, a Maryland corporation (the “Company”), and Harvest Small Cap Partners, L.P., a Delaware limited partner |
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| September 11, 2024 |
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): September 11, 2024 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation |
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| September 9, 2024 |
424B3 1 form424b3.htm Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 8 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrants to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed solely to update and supplement the information contained in the section of the pr |
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| August 13, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 13, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 6 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrants to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated April 12, 2024 (the “Prospec |
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| August 13, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 7 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrants to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated April 12, 2024 (the “Prospec |
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| August 13, 2024 |
Exhibit 99.1 Mobile Infrastructure Reports Second Quarter 2024 Financial Results —Net Asset Value Calculation of $7.25 Per Share as of Second Quarter-End— —Re-affirms Full Year 2024 Guidance for Strong Year-on-Year Growth— —Continued to Achieve Year-on-Year Progress Across Key Operating and Financial Metrics— —Conversion to Management Contracts Yielding Utilization and Cost Benefits— —Conference C |
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| August 13, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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): August 13, 2024 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation) ( |
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| July 29, 2024 |
BEEP / Mobile Infrastructure Corporation / Chavez Manuel III Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Mobile Infrastructure Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 60739N101 (CUSIP Number) Manuel Chavez, III 30 W. 4th Street Cincinnati, Ohio 45202 Tel: (513) 834-5110 (Name, Address and Telephone Numbe |
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| July 29, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 5 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrants to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed solely to update and supplement the information contained in the section of the prospectus, dated April |
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| June 20, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 4 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrant to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated April 12, 2024 (the “Prospect |
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| June 20, 2024 |
Submission of Matters to a Vote of Security Holders 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): June 18, 2024 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation) (Co |
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| May 15, 2024 |
Offer Letter, dated as of April 27, 2024, by and between MIC and Paul Gohr EXHIBIT 10.1 Employment Offer Letter April 27, 2024 Dear Paul: I am pleased to provide you with the terms and conditions of your employment with Mobile Infrastructure Corporation (the “Company” or “Mobile”). 1. Position. Effective May 16, 2024, your position will be that of Chief Financial Officer, reporting to the Chief Executive Officer and President of Mobile Infrastructure Corporation. You wil |
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| May 15, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrant to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated April 12, 2024 (the “Prospect |
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| May 15, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 15, 2024 |
Exhibit 99.1 Mobile Infrastructure Reports First Quarter 2024 Financial Results —Parking Asset Portfolio Performance Substantially Ahead of Year-Ago Levels— —Ongoing Conversion to Management Contracts Yielding Cost Savings— —Re-affirm Full Year 2024 Guidance for Accelerated Growth in Parking Asset Portfolio Performance— —Conference Call Will be Held Today at 4:30 PM ET— CINCINNATI—(BUSINESSWIRE)—M |
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| May 15, 2024 |
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): May 15, 2024 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation) (Com |
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| May 15, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrant to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated April 12, 2024 (the “Prospect |
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| May 15, 2024 |
Mobile Infrastructure Corporation Names New Chief Financial Officer Exhibit 99.2 Mobile Infrastructure Corporation Names New Chief Financial Officer ● Seasoned accounting executive adds public company experience to Mobile Infrastructure’s leadership team as Chief Financial Officer ● Stephanie Hogue will remain in her current role as President and Director CINCINNATI, May 15, 2024 Mobile Infrastructure Corporation (NYSE American: BEEP) (“Mobile,” “Mobile Infrastruc |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement |
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| April 26, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated April 12, 2024) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrant to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated April 12, 2024 (the “Prospect |
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| April 12, 2024 |
Up to 37,156,865 Shares of Common Stock Warrant to Purchase 2,553,192 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS Up to 37,156,865 Shares of Common Stock Warrant to Purchase 2,553,192 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their permitted transferees (the “Selling Securityholders”) of (A) up to 37,156,865 shares of our common stock, |
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| April 5, 2024 |
As filed with the Securities and Exchange Commission on April 5, 2024 As filed with the Securities and Exchange Commission on April 5, 2024 No. 333-274666 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-11 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES Mobile Infrastructure Corporation (Exact name of registrant as specified in its charter) 30 W. 4th Str |
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| March 22, 2024 |
List of Subsidiaries of the Registrant Exhibit 21.1 List of Subsidiaries of the Registrant MVP PF Memphis Poplar 2013, LLC Minneapolis Venture, LLC MVP Louisville Station Broadway, LLC MVP PF St. Louis 2013, LLC MVP Indianapolis Meridian Lot, LLC White Front Garage Partners, LLC Mabley Place Garage, LLC MVP Milwaukee Clybourn, LLC Cleveland Lincoln Garage, LLC MVP Denver Sherman, LLC MVP Milwaukee Arena Lot, LLC MVP Houston Preston Lot |
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| March 22, 2024 |
Exhibit 4.6 DESCRIPTION OF SECURITIES The following summarizes the material terms of the common stock of Mobile Infrastructure Corporation, a Maryland corporation (“we,” “our,” “us,” the “Company” and “MIC”), which is the only class of securities the Company has registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following description does |
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| March 22, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40 |
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| March 22, 2024 |
Policy for the Recovery of Erroneously Awarded Compensation Exhibit 97.1 POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION In the event that the Company is required to prepare an accounting restatement of its financial statements due to the material noncompliance of the Company with any financial reporting requirement under the applicable U.S. federal securities laws, including any required accounting restatement to correct an error in previously |
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| March 14, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus dated November 2, 2023) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrant to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated November 2, 2023 (the “Pros |
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| March 14, 2024 |
Exhibit 99.1 News Release Mobile Infrastructure Reports Fourth Quarter 2023 Financial Results —Fourth Quarter and Full Year Parking Asset Portfolio Performance Substantially Ahead of Year-Ago Levels— —Converted Two-Thirds of Portfolio to Management Contracts— —2024 Guidance Anticipates Accelerating Growth in Parking Asset Portfolio Performance— CINCINNATI—(BUSINESSWIRE)—Mobile Infrastructure Corpo |
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| March 14, 2024 |
Press Release, dated March 14, 2024 Exhibit 99.1 News Release Mobile Infrastructure Reports Fourth Quarter 2023 Financial Results —Fourth Quarter and Full Year Parking Asset Portfolio Performance Substantially Ahead of Year-Ago Levels— —Converted Two-Thirds of Portfolio to Management Contracts— —2024 Guidance Anticipates Accelerating Growth in Parking Asset Portfolio Performance— CINCINNATI—(BUSINESSWIRE)—Mobile Infrastructure Corpo |
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| March 14, 2024 |
Regulation FD Disclosure, Results of Operations and Financial Condition 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): March 14, 2024 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation) (C |
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| March 5, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus dated November 2, 2023) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrant to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated November 2, 2023 (the “Pros |
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| March 5, 2024 |
Exhibit 10.1 Execution Version third AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is dated as of March 1, 2024 by and among MOBILE INFRA OPERATING COMPANY, LLC, a Delaware limited liability company (the “Lead Borrower”), each Subsidiary Borrower (and together with Lead Borrower, individually and collectively, jointly and severally, the “Borrower”), Mobi |
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| March 5, 2024 |
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): March 1, 2024 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation) (Co |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Mobile Infrastructure Corp. (F/K/A Fifth Wall Acquisition Corp. III) (Name of Issuer) common stock, par value $0.0001 per share (Title of Class of Securities) 60739N101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This State |
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| February 14, 2024 |
BEEP / Mobile Infrastructure Corporation / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A 1 d772705dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Mobile Infrastructure Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 60739N101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing |
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| February 12, 2024 |
BEEP / Mobile Infrastructure Corporation / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 formmobilesc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1) Mobile Infrastructure Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 60739N101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this St |
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| February 8, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Mobile Infrastructure Corporation (formerly known as Fifth Wall Acquisition Corp. III) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 60739N101 (CUSIP Number) December 31, 2023 (D |
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| December 18, 2023 |
As filed with the Securities and Exchange Commission on December 18, 2023 As filed with the Securities and Exchange Commission on December 18, 2023 Registration No. |
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| December 18, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Mobile Infrastructure Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0. |
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| November 15, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated November 2, 2023) Mobile Infrastructure Corporation Up to 37,156,865 Shares of Common Stock Warrant to Purchase 2,553,192 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated November 2, 2023 (the “Pros |
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| November 14, 2023 |
Exhibit 99.1 Mobile Infrastructure Reports Third Quarter 2023 Financial Results — Completed Merger Transaction and Listed on NYSE American — Repaid $25 Million Of Debt In Third Quarter — Non-Recurring, Non-Cash Charges Impact Net Income —Planned Conversion from Lease to Management Contracts in 2024 To Clarify Asset Performance and Facilitate Incremental Returns Cincinnati, OH – November 13, 2023 – |
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| November 14, 2023 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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): November 13, 2023 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation) |
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| November 13, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 3, 2023 |
EX-99.2 2 ex99-2.htm Exhibit 99.2 JOINT FILING AGREEMENT November 3, 2023 In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Mobile Infrastructure Corporation, and that this Agre |
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| November 3, 2023 |
BEEP / Mobile Infrastructure Corp. / Color Up, LLC Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Mobile Infrastructure Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 60739N101 (CUSIP Number) Manuel Chavez, III Chief Executive Officer Color Up, LLC 30 W. 4th Street Cincinnati, |
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| November 2, 2023 |
Up to 37,156,865 Shares of Common Stock Warrant to Purchase 2,553,192 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-274666 PROSPECTUS Up to 37,156,865 Shares of Common Stock Warrant to Purchase 2,553,192 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their permitted transferees (the “Selling Securityholders”) of (A) up to 37,156,865 shares of |
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| November 1, 2023 |
Mobile Infrastructure Corporation 30 W. 4th Street Cincinnati, Ohio 45202 Mobile Infrastructure Corporation 30 W. 4th Street Cincinnati, Ohio 45202 November 1, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction100 F Street, N.E. Washington, D.C. 20549 Re: Mobile Infrastructure Corporation Registration Statement on Form S-11, as amended File No. 333-274666 Ladies and Gentlemen: Mobile Infra |
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| October 31, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on October 31 , 2023 No. |
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| October 31, 2023 |
750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202 750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202 T 410.244.7400 F 410.244.7742 www.Venable.com T 410.244.7425 F 410.244.7742 [email protected] October 31, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Benjamin Holt Pam Howell Re: Mobile Infrastructure Corporation |
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| October 19, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on October 18, 2023 No. |
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| October 18, 2023 |
750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202 750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202 T 410.244.7400 F 410.244.7742 www.Venable.com T 410.244.7425 F 410.244.7742 [email protected] October 18, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Benjamin Holt Pam Howell Re: Mobile Infrastructure Corporation |
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| September 25, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-11 (Form Type) MOBILE INFRASTRUCTURE CORPORATION (Exact Name of Registrant as Specified in Governing Instruments) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount of Securities to be Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0. |
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| September 25, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on September 22, 2023 No. |
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| September 6, 2023 |
BEEP / Fifth Wall Acquisition Corp III - Class A / Color Up, LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Mobile Infrastructure Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 60739N101 (CUSIP Number) Manuel Chavez, III Chief Executive Officer Color Up, LLC 30 W. 4th Street Cincinnati, Ohio 45202 (513) 834-5110 (Nam |
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| September 6, 2023 |
Exhibit 99.16 JOINT FILING AGREEMENT September 5, 2023 In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Mobile Infrastructure Corporation, and that this Agreement be included a |
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| September 1, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* Under the Securities Exchange Act of 1934 Mobile Infrastructure Corporation (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 60739N101 (CUSIP Number) Brendan Wallace 6060 Center Drive 10th Floor Los Angeles, California 90045 (310)-853-8878 (Name, |
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| August 31, 2023 |
Exhibit 21.1 Subsidiaries of Mobile Infrastructure Corporation Name of Subsidiary Jurisdiction of Incorporation or Organization 1W7 Carpark, LLC Ohio 222 Sheridan Bricktown Garage, LLC Delaware 222 W 7th Holdco, LLC Delaware 2nd Street Miami Garage, LLC Delaware Chapman Properties, LLC Tennessee Cleveland Lincoln Garage, LLC Delaware Denver 1725 Champa Street Garage, LLC Delaware Mabley Place Gara |
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| August 31, 2023 |
Articles of Merger (effecting the change of the name of MIC to “Mobile Infrastructure Corporation”) Exhibit 3.2 ARTICLES OF MERGER OF MOBILE INFRASTRUCTURE CORPORATION (a Maryland corporation) WITH AND INTO FIFTH WALL ACQUISITION CORP. III (a Maryland corporation) Mobile Infrastructure Corporation, a Maryland corporation (the “Merging Corporation”), and Fifth Wall Acquisition Corp. III, a Maryland corporation (the “Surviving Corporation”), do hereby certify to the State Department of Assessments |
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| August 31, 2023 |
Limited Liability Company Agreement of Mobile Infra Operating Company, LLC Exhibit 10.50 LIMITED LIABILITY COMPANY AGREEMENT OF MOBILE INFRA OPERATING COMPANY, LLC a Delaware limited liability company THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS IN THE OPI |
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| August 31, 2023 |
Exhibit 10.15 Execution Version WARRANT ASSUMPTION AND AMENDMENT AGREEMENT This Warrant Assumption and Amendment Agreement (this “Agreement”) is made as of August 25, 2023 and effective as of the closing of the First Merger (as defined below), by and among Mobile Infrastructure Corporation (f/k/a “The Parking REIT, Inc.”), a Maryland Corporation (the “Company”), Fifth Wall Acquisition Corp. III, a |
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| August 31, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K. Unless the context otherwise requires, all references in this subsection to “we,” “us” or “our” refer to the business of MIC and its subsidiaries prior to Closing, which will be the business of New M |
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| August 31, 2023 |
Letter Agreement, dated as of August 25, 2023, by and among FWAC, the Sponsor, and Legacy MIC Exhibit 10.46 August 25, 2023 Fifth Wall Acquisition Corp. III (“Acquiror”) 1 Little West 12th Street, 4th Floor New York, NY 10014 Mobile Infrastructure Corporation (the “Company”) 30 West 4th Street Cincinnati, OH 45202 Re: Forfeiture of Founder Shares Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Sponsor Agreement, dated as of June 15, 2023 (the “Sponsor Ag |
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| August 31, 2023 |
Exhibit 10.42 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 25, 2023, by and among: (i) Mobile Infrastructure Corporation (f/k/a “Fifth Wall Acquisition Corp. III”), a Maryland corporation (the “Company”); (ii) Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands exempted limited company (the “Sponsor” and, co |
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| August 31, 2023 |
Exhibit 3.3 MOBILE INFRASTRUCTURE CORPORATION BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may fr |
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| August 31, 2023 |
Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission, dated August 31, 2023 Exhibit 16.1 August 31, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 United States of America Ladies and Gentlemen: We have read Mobile Infrastructure Corporation (formerly known as Fifth Wall Acquisition Corp. III) statements included under Item 4.01 of its Form 8-K dated August 31, 2023. We agree with the statements concerning our F |
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| August 31, 2023 |
Articles of Incorporation of MIC Exhibit 3.1 FIFTH WALL ACQUISITION CORP. III ARTICLES OF INCORPORATION ARTICLE I INCORPORATOR The undersigned, Andriy Mykhhaylovskyy, whose address is c/o Fifth Wall, 1 Little West 12th Street, Fourth Floor, New York, NY being at least 18 years of age, by these Articles of Incorporation and by Articles of Conversion, does hereby convert Fifth Wall Acquisition Corp. III, a Cayman Islands exempted c |
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| August 31, 2023 |
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): August 25, 2023 MOBILE INFRASTRUCTURE CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-40415 98-1583957 (State or other jurisdiction of incorporation) ( |
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| August 31, 2023 |
Exhibit 10.16 AMENDED AND RESTATED WARRANT AGREEMENT MOBILE INFRASTRUCTURE CORPORATION and COLOR UP, LLC Dated as of August 29, 2023 THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of August 29, 2023, is by and between Mobile Infrastructure Corporation, a Maryland corporation (the “Company”), and Color Up, LLC, a Delaware limited liability company (the “Purchaser”). WHEREA |
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| August 31, 2023 |
Exhibit 10.25 WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT THIS WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is dated as of August 25, 2023 by and among MOBILE INFRA OPERATING PARTNERSHIP, L.P., a Maryland limited partnership (the “Lead Borrower”), each Subsidiary Borrower (and together with Lead Borrower, individually and collectively, jointly and severally, the “Borrower |
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| August 31, 2023 |
Exhibit 99.1 Mobile Infrastructure Corporation Completes Public Listing Following Merger with Fifth Wall Acquisition Corp. III • Mobile Infrastructure Corporation, the only publicly listed exclusive owner of parking assets, goes public via merger with Fifth Wall Acquisition Corp. III • Mobile Infrastructure’s proprietary, purpose-built asset management platform positions the company to be a leader |
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| August 25, 2023 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Mobile Infrastructure Corporation (Exact name of registrant as specified in its charter) Maryland 98-1583957 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer |
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| August 25, 2023 |
25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40415 MOBILE INFRASTRUCTURE CORPORATION† THE NASDAQ STOCK MARKET LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or |
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| August 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40415 FIF |
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| August 10, 2023 |
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): August 10, 2023 FIFTH WALL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdiction of incorporati |
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| August 4, 2023 |
425 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): August 4, 2023 FIFTH WALL ACQUISITION CORP. III (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdiction of incorpor |
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| August 4, 2023 |
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): August 4, 2023 FIFTH WALL ACQUISITION CORP. III (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdiction of incorporatio |
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| August 4, 2023 |
EX-99.1 Exhibit 99.1 Fifth Wall Acquisition Corp. III Reminds Shareholders to Vote “FOR” the Business Combination with Mobile Infrastructure Corporation at Extraordinary General Meeting of Shareholders Combined Company to Trade on NYSE American as “BEEP” New York, August 4, 2023 – Fifth Wall Acquisition Corp. III (the “Company” or “FWAC”), a special purpose acquisition company, today reminded shar |
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| July 24, 2023 |
Filed by Fifth Wall Acquisition Corp. III 425 Filed by Fifth Wall Acquisition Corp. III Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Fifth Wall Acquisition Corp. III Commission File No. 001-40415 The following is a transcript of a recorded question and answer segment by Manuel Chavez, CEO of Mobile Infrastructure Corporation (“MIC”) a |
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| July 11, 2023 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333- 269231 PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF FIFTH WALL ACQUISITION CORP. III (A CAYMAN ISLANDS EXEMPTED COMPANY) PROXY STATEMENT FOR SPECIAL MEETING OF MOBILE INFRASTRUCTURE CORPORATION (A MARYLAND CORPORATION) PROSPECTUS FOR UP TO 30,954,657 SHARES OF COMMON STOCK OF FIFTH WALL ACQUISITION CORP. III PRO |
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| July 7, 2023 |
Fifth Wall Acquisition Corp. III 1 Little West 12th Street, 4th Floor New York, New York 10014 Fifth Wall Acquisition Corp. III 1 Little West 12th Street, 4th Floor New York, New York 10014 July 7, 2023 VIA EDGAR Benjamin Holt Dorrie Yale Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549-3561 Re: Fifth Wall Acquisition Corp. III Registration Statement on Form S-4, as amended, File No. 333-269231 De |
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| July 6, 2023 |
Filed by Fifth Wall Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. Subject Company: Fifth Wall Acquisition Corp. III Commission File No. 001-40415 On July 5, 2023, Mobile Infrastructure Corporation posted the following on its website: Mobile Infrastructure Corpo |
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| July 5, 2023 |
Gibson, Dunn & Crutcher LLP 1050 Connecticut Avenue, N.W. Washington, DC 20036-5306 Tel 202.955.8500 www.gibsondunn.com July 5, 2023 VIA EDGAR Benjamin Holt Dorrie Yale Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549-3561 Re: Fifth Wall Acquisition Corp. III Amendment No. 3 to Registration Statement on |
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| July 5, 2023 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on July 5 , 2023 Registration No. 333-269231 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIFTH WALL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1583957 (Sta |
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| July 5, 2023 |
Form of Proxy Card for Extraordinary General Meeting of FWAC. Exhibit 99.1 YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE Vote by — Internet 24 Hours — a QUICK Day, 7 Days a Week EASY or by Mail FIFTH WALL CORP ACQUISITION . III to Your vote Internet your shares vote authorizes in the same the manner named as proxies if you Votes marked, submitted signed and electronically returned your over proxy the Internet card. must on [ • ], be 2023 received . by |
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| June 16, 2023 |
Form of New PIPE Subscription Agreements Exhibit 10.2 SUBSCRIPTION AGREEMENT , 2023 Fifth Wall Acquisition Corp. III 1 Little West 12th Street, 4th Floor New York, New York 10014 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth above by and between Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with any successor thereto, includ |
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| June 16, 2023 |
425 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): June 15, 2023 FIFTH WALL ACQUISITION CORP. III (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdiction of incorpora |
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| June 16, 2023 |
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): June 15, 2023 FIFTH WALL ACQUISITION CORP. III (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdiction of incorporation |
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| June 16, 2023 |
June 16, 2023 VIA EDGAR Benjamin Holt Dorrie Yale Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D. |
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| June 16, 2023 |
Exhibit 10.1 SECOND AMENDED AND RESTATED SPONSOR AGREEMENT This SECOND AMENDED AND RESTATED SPONSOR AGREEMENT (this “Agreement” or the “Amended and Restated Sponsor Agreement”), dated as of June 15, 2023, is entered into by and between Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands exempted limited company (“Sponsor”), Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company ( |
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| June 16, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) FIFTH WALL ACQUISITION CORP. |
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| June 16, 2023 |
Form of Proxy Card for Special Meeting of MIC. EX-99.2 Exhibit 99.2 MOBILE INFRASTRUCTURE CORPORATION 30 W. 4TH STREET CINCINNATI, OHIO 45202 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Time, the day before the cut-off date or [TBD]. Follow the instructions to obtain y |
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| June 16, 2023 |
[FIFTH WALL ACQUISITION CORP. III] ARTICLES OF AMENDMENT AND RESTATEMENT EX-99.1 Exhibit 99.1 [FIFTH WALL ACQUISITION CORP. III] ARTICLES OF AMENDMENT AND RESTATEMENT FIRST: [Fifth Wall Acquisition Corp. III], a Maryland corporation (the “Corporation”), desires to amend and restate its charter as currently in effect and as hereinafter amended. SECOND: The following provisions are all the provisions of the charter currently in effect and as hereinafter amended: ARTICLE |
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| June 16, 2023 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on June 1 6 , 2023 Registration No. 333-269231 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIFTH WALL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1583957 (S |
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| June 16, 2023 |
Form of Proxy Card for Extraordinary General Meeting of FWAC. EX-99.1 Exhibit 99.1 PROXY CARD FIFTH WALL ACQUISITION CORP. III THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON [•], 2023 The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice of Extraordinary General Meeting of Shareholders (the “Extraordinary Meeting”) and accompany |
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| May 31, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): May 25, 2023 FIFTH WALL ACQUISITION CORP. III (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdiction of incorporation) |
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| May 31, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of May 25, 2023, by and between Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained i |
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| May 17, 2023 |
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): May 17, 2023 FIFTH WALL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdiction of incorporation) |
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| May 17, 2023 |
Exhibit 3.1 Fifth Wall Acquisition Corp. III (THE “COMPANY”) EXTRACT OF THE MINUTES OF AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY HELD ON MAY 17, 2023 The Chairman and Secretary of the Extraordinary General Meeting of the Company held on May 17, 2023 (the “Meeting”), hereby certifies that this is a true extract of the minutes of the Meeting: 1 Proposal No. 1 - The Extension Proposal 1.1 As sp |
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| May 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:001-40415 FIF |
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| May 11, 2023 |
Exhibit 10.1 May 11, 2023 Fifth Wall Acquisition Corp. III 6060 Center Drive 10th Floor Los Angeles, California 90045 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Amended and Restated Letter Agreement”) amends and restates that certain letter agreement dated as of May 24, 2021 (the “Original Letter Agreement”) delivered to you in accordance with the Underwriting Agreement ( |
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| May 11, 2023 |
May 11, 2023 VIA EDGAR Benjamin Holt Dorrie Yale Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D. |
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| May 11, 2023 |
425 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): May 11, 2023 FIFTH WALL ACQUISITION CORP. III (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdiction of incorporat |
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| May 11, 2023 |
EX-10.2 Exhibit 10.2 May 11, 2023 Fifth Wall Acquisition Corp. III 6060 Center Drive 10th Floor Los Angeles, California 90045 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Amended and Restated Letter Agreement”) amends and restates that certain letter agreement dated as of May 24, 2021 (the “Original Letter Agreement”) delivered to you in accordance with the Underwriting Agr |
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| May 11, 2023 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on May 11, 2023 Registration No. 333-269231 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIFTH WALL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1583957 (Stat |
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| May 11, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): May 11, 2023 FIFTH WALL ACQUISITION CORP. III (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdiction of incorporation) |
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| May 11, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) FIFTH WALL ACQUISITION CORP. |
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| May 11, 2023 |
EX-10.1 Exhibit 10.1 AMENDED AND RESTATED SPONSOR AGREEMENT This AMENDED AND RESTATED SPONSOR AGREEMENT (this “Agreement” or the “Amended and Restated Sponsor Agreement”), dated as of May 11, 2023, is entered into by and between Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands exempted limited company (“Sponsor”), Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (“Acquir |
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| May 1, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 1, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definiti |
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| April 17, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definiti |
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| April 11, 2023 |
Form of Indemnification Agreement of the Company Exhibit 10.60 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2023, by and between Mobile Infrastructure Corporation, a Maryland corporation (the “Company”), and (“Indemnitee”). WHEREAS, at the request of the Company, Indemnitee currently serves as [a director] [and] [an officer] of the Company and may, therefore, be subjected to c |
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| April 11, 2023 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on April 10, 2023 Registration No. 333-269231 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIFTH WALL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1583957 (St |
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| April 11, 2023 |
Form of First Amendment to Performance Unit Agreement EX-10.39 Exhibit 10.39 FIRST AMENDMENT TO MOBILE INFRASTRUCTURE CORPORATION AND MOBILE INFRA OPERATING PARTNERSHIP, L.P. PERFORMANCE UNIT AWARD AGREEMENT This First Amendment to Mobile Infrastructure Corporation and Mobile Infra Operating Partnership, L.P. Performance Unit Award Agreement (this “Amendment”) is entered into as of [•] by and between Mobile Infra Operating Company, LLC, a Delaware li |
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| April 11, 2023 |
EX-21.1 11 d411450dex211.htm EX-21.1 Exhibit 21.1 Subsidiaries of Fifth Wall Acquisition Corp. III 1. Queen Merger Corp. I |
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| April 11, 2023 |
Form of Assumption of Warrant Agreement by and between MIC and Color Up. EX-10.23 5 d411450dex1023.htm EX-10.23 Exhibit 10.23 WARRANT ASSUMPTION AND AMENDMENT AGREEMENT This Warrant Assumption and Amendment Agreement (this “Agreement”) is made as of [], 2023 and effective as of the closing of the First Merger (as defined below), by and among Mobile Infrastructure Corporation (f/k/a “The Parking REIT, Inc.”), a Maryland Corporation (the “Company”), Fifth Wall Acquisitio |
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| April 11, 2023 |
Specimen Common Stock Certificate of MIC EX-4.2 Exhibit 4.2 THIS CERTIFIES THAT **Specimen** is the owner of **Zero (0)** fully paid and nonassessable shares of Common Stock,$0.0001 par value per share, ofMOBILE INFRASTRUCTURE CORPORATION(the "Corporation") transferable only on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this certificate properly endorsed This Certific |
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| April 11, 2023 |
EX-10.46 Exhibit 10.46 MOBILE INFRASTRUCTURE CORPORATION AND MOBILE INFRA OPERATING COMPANY, LLC FORM OF LTIP UNIT AWARD AGREEMENT In consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mobile Infra Operating Company, LLC, a Delaware limited liability company (the “LLC”), hereby issues |
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| April 11, 2023 |
Form of First Amendment to LTIP Unit Agreement EX-10.44 Exhibit 10.44 FIRST AMENDMENT TO MOBILE INFRASTRUCTURE CORPORATION AND MOBILE INFRA OPERATING PARTNERSHIP, L.P. LTIP UNIT AWARD AGREEMENT This First Amendment to Mobile Infrastructure Corporation and Mobile Infra Operating Partnership, L.P. LTIP Unit Award Agreement (this “Amendment”) is entered into as of [•] by and between Mobile Infra Operating Company, LLC, a Delaware limited liabilit |
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| April 11, 2023 |
Exhibit 10.45 MOBILE INFRASTRUCTURE CORPORATION AND MOBILE INFRA OPERATING COMPANY, LLC FORM OF PERFORMANCE UNIT AWARD AGREEMENT In consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mobile Infra Operating Company, LLC, a Delaware limited liability company (the “LLC”), hereby issues to |
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| April 11, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) FIFTH WALL ACQUISITION CORP. |
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| April 11, 2023 |
Consent of David Garfinkle to be named as a Director. Exhibit 99.10 Consent to be Named as a Director In connection with the filing by Fifth Wall Acquisition Corp. III of the Registration Statement (the “Registration Statement”) on Fonn S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Sta |
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| April 10, 2023 |
April 10, 2023 VIA EDGAR Benjamin Holt Dorrie Yale Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D. |
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| April 7, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-404 |
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| March 31, 2023 |
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): March 30, 2023 FIFTH WALL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdiction of incorporatio |
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| March 31, 2023 |
NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-40415 (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition |
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| March 23, 2023 |
Exhibit 10.1 Execution Version AMENDED AND RESTATED SUPPORT AGREEMENT This AMENDED AND RESTATED SUPPORT AGREEMENT (this “Agreement”), dated as of March 23, 2023, is entered into by and between Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), “Parent”), and HSCP Strategic III, L.P., a Delaware li |
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| March 23, 2023 |
EX-2.1 Exhibit 2.1 Execution Version FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of March 23, 2023 (this “Amendment”), by and among (i) Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, including after the Domestication, the “Acquiror”), (ii) Queen Merger Corp. I, a Maryland corporat |
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| March 23, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): March 23, 2023 FIFTH WALL ACQUISITION CORP. III (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdiction of incorporatio |
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| March 23, 2023 |
425 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): March 23, 2023 FIFTH WALL ACQUISITION CORP. III (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdiction of incorpor |
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| February 15, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2023 FIFTH WALL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdiction of i |
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| February 14, 2023 |
KY:FWAC / Fifth Wall Acquisition Corp III / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FIFTH WALL ACQUISITION CORP. III (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G34142102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| February 14, 2023 |
KY:FWAC / Fifth Wall Acquisition Corp III / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm233474-5sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* FIFTH WALL ACQUISITION CORP. III (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per s |
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| February 14, 2023 |
SC 13G/A 1 p23-0284sc13ga.htm FIFTH WALL ACQUISITION CORP. III SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Amendment No. 1 Under the Securities Exchange Act of 1934 Fifth Wall Acquisition Corp. III (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G34142102 (CUSIP Number) December 31, 2022 (Date of event which requires |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fifth Wall Acquisition Corp. III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G34142102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) |
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| February 14, 2023 |
SC 13G/A 1 p23-0417sc13ga.htm FIFTH WALL ACQUISITION CORP. III SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fifth Wall Acquisition Corp. III (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G34142102 (CUSIP Number) December 31, 2022 (Date of Event Which Requi |
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| February 13, 2023 |
KY:FWAC / Fifth Wall Acquisition Corp III / ARISTEIA CAPITAL LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 18, 2023 |
Filed by Fifth Wall Acquisition Corp. III Filed by Fifth Wall Acquisition Corp. III Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Fifth Wall Acquisition Corp. III Commission File No. 001-40415 On January 18, 2023, Brendan Wallace, co-founder and Managing Partner at Fifth Wall, made the following post on LinkedIn. Fifth Wall Acquisition |
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| January 17, 2023 |
Filed by Fifth Wall Acquisition Corp. III Table of Contents Filed by Fifth Wall Acquisition Corp. III Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Fifth Wall Acquisition Corp. III Commission File No. 001-40415 Table of Contents 1. Transcripts of Videos a. Introduction b. A Deeper Look Into The Parking Industry c. MIC’s Unique Approach |
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| January 13, 2023 |
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| January 13, 2023 |
Consent of Manuel Chavez, III to be named as a Director. Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Fifth Wall Acquisition Corp. III of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendment |
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| January 13, 2023 |
Consent of Jeffrey B. Osher to be named as a Director. Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Fifth Wall Acquisition Corp. III of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendment |
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| January 13, 2023 |
EX-10.58 3 d411450dex1058.htm EX-10.58 Exhibit 10.58 Execution Version SUBSCRIPTION AGREEMENT December 13, 2022 Fifth Wall Acquisition Corp. III 6060 Center Drive, 10th Floor Los Angeles, CA 90045 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth above by and between Fifth Wall Acquisition Corp. III, a Cayman Islands ex |
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| January 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2023 FIFTH WALL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdiction of in |
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| January 13, 2023 |
Consent of Lorrence T. Kellar to be named as a Director. Exhibit 99.6 Consent to be Named as a Director In connection with the filing by Fifth Wall Acquisition Corp. III of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendment |
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| January 13, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) FIFTH WALL ACQUISITION CORP. |
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| January 13, 2023 |
Consent of Stephanie Hogue to be named as a Director. Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Fifth Wall Acquisition Corp. III of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendment |
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| January 13, 2023 |
Consent of B. Riley Securities, Inc. Exhibit 99.11 CONSENT OF B. RILEY SECURITIES, INC. We hereby consent to (i) the use of our opinion letter dated December 12, 2022, to the Board of Directors of Mobile Infrastructure Corporation (the “Company”) included in Annex O to the joint proxy statement/prospectus which forms a part of the registration statement on Form S-4 (the “Registration Statement”) filed by Fifth Wall Acquisition Corp. |
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| January 13, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2023 FIFTH WALL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdiction of in |
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| January 13, 2023 |
Consent of Damon Jones to be named as a Director. EX-99.7 12 d411450dex997.htm EX-99.7 Exhibit 99.7 Consent to be Named as a Director In connection with the filing by Fifth Wall Acquisition Corp. III of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registratio |
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| January 13, 2023 |
Consent of Brad Greiwe to be named as a Director. EX-99.9 14 d411450dex999.htm EX-99.9 Exhibit 99.9 Consent to be Named as a Director In connection with the filing by Fifth Wall Acquisition Corp. III of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registratio |
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| January 13, 2023 |
Table of Contents As filed with the U.S. Securities and Exchange Commission on January 13, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIFTH WALL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1583957 (State or other jurisdicti |
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| January 13, 2023 |
Consent of Danica Holley to be named as a Director. EX-99.8 13 d411450dex998.htm EX-99.8 Exhibit 99.8 Consent to be Named as a Director In connection with the filing by Fifth Wall Acquisition Corp. III of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registratio |
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| January 13, 2023 |
Exhibit 10.57 Execution Version SUBSCRIPTION AGREEMENT December 13, 2022 Fifth Wall Acquisition Corp. III 6060 Center Drive, 10th Floor Los Angeles, CA 90045 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth above by and between Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with any succe |
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| December 14, 2022 |
EX-10.2 4 d432666dex102.htm EX-10.2 Exhibit 10.2 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of December 13, 2022 by and among (i) Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, “Parent”), (ii) Mobile Infrastructure Corporation, a Maryland corporation (the “Company”), and (iii) the undersigned (“Holder” |
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| December 14, 2022 |
EX-10.6 8 d432666dex106.htm EX-10.6 Exhibit 10.6 Execution Version SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of December 13, 2022, is entered into by and between Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), “Parent”), and HSCP Strategic III, L.P. a Delaware limite |
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| December 14, 2022 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among FIFTH WALL ACQUISITION CORP. III, as the Acquiror, QUEEN MERGER CORP. I, as Merger Sub, and MOBILE INFRASTRUCTURE CORPORATION, as MIC or the Company, Dated as of December 13, 2022 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 Section 1.1. Definitions 3 Section 1.2. Construction 16 Section 1.3. Knowledge 16 ARTICLE II |
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| December 14, 2022 |
EX-99.1 9 d432666dex991.htm EX-99.1 Exhibit 99.1 Media Contact: Elise Szwajkowski Head of Communications, Fifth Wall [email protected] Mobile Infrastructure Corporation Shareholder Contact: [email protected] Acquisition Corp. III Mobile Infrastructure Corporation To Be Publicly Listed In Merger With Fifth Wall Acquisition Corp. III —Transaction values the Company at a $550 million post-money equity |
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| December 14, 2022 |
EX-99.2 10 d432666dex992.htm EX-99.2 Exhibit 99.2 ✓✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ • • • • • |
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| December 14, 2022 |
Form of Subscription Agreement EX-10.4 6 d432666dex104.htm EX-10.4 Exhibit 10.4 SUBSCRIPTION AGREEMENT December 13, 2022 Fifth Wall Acquisition Corp. III 6060 Center Drive, 10th Floor Los Angeles, CA 90045 Ladies and Gentlemen: This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth above by and between Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (togeth |
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| December 14, 2022 |
Sponsor Agreement, by and among FWAC, Sponsor and certain holders of FWAC Class B Shares. EX-10.3 5 d432666dex103.htm EX-10.3 Exhibit 10.3 SPONSOR AGREEMENT This SPONSOR AGREEMENT (this “Agreement” or the “Sponsor Agreement”), dated as of December 13, 2022, is entered into by and between Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands exempted limited company (“Sponsor”), Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (“Acquiror”), each of the undersigned |
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| December 14, 2022 |
425 1 d432666d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2022 FIFTH WALL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40415 98-1583957 (State |
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| December 14, 2022 |
EX-10.1 3 d432666dex101.htm EX-10.1 Exhibit 10.1 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of December 13, 2022 by and among (i) Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, “Parent”), (ii) Mobile Infrastructure Corporation, a Maryland corporation (the “Company”), and (iii) Fifth W |
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| December 14, 2022 |
Support Agreement, dated December 13, 2022, by and between FWAC and Color Up. EX-10.5 7 d432666dex105.htm EX-10.5 Exhibit 10.5 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of December 13, 2022, is entered into by and among Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), “Parent”), and the stockholder of the Company (as defined below) set forth on |
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| December 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2022 FIFTH WALL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdiction of i |
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| November 10, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4041 |
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| August 11, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40415 FIF |
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| July 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fifth Wall Acquisition Corp. III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G34142102 (CUSIP Number) July 18, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| May 13, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40415 FI |
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| March 30, 2022 |
Description of Securities (filed herewith). ? Exhibit 4.1 ? DESCRIPTION OF SECURITIES We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act (2020 Revision) of the Cayman Islands (the ?Companies Act?) and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association, we are authorized to is |
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| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 1, 2022 |
Table of Contents ? ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 1, 2022 |
FIFTH WALL ACQUISITION CORP. III Exhibit 99.1 FIFTH WALL ACQUISITION CORP. III Report of Independent Registered Public Accounting Firm F-2 Balance Sheet (as Restated) F-3 Notes to Financial Statement (as Restated) F-4 F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Fifth Wall Acquisition Corp. III Opinion on the Financial Statement We have audited the accompanying bala |
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| March 1, 2022 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 01, 2022 (June 03, 2021) Fifth Wall Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40415 98-1583957 |
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| February 23, 2022 |
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): February 23, 2022 FIFTH WALL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdiction of incorpora |
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| February 14, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Fifth Wall Acquisition Corp. III (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G34142102 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursua |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Fifth Wall Acquisition Corp. III (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (the ?Shares?) (Title of Class of Se |
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| February 4, 2022 |
KY:FWAC / Fifth Wall Acquisition Corp III / Sculptor Capital LP - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FIFTH WALL ACQUISITION CORP. III (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G34142102 (CUSIP Number) January 28, 2022 (Date of Event Which Requires Filing of this Statement) Check the approp |
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| February 4, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Fifth Wall Acquisition Corp. III (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G34142102 (CUSIP Number) January 28, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designat |
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| November 12, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-4041 |
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| August 13, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40415 FIF |
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| July 7, 2021 |
Table of Contents ? ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 8, 2021 |
Exhibit 10.1 Fifth Wall Ventures Management, LLC June 7, 2021 Fifth Wall Acquisition Corp. III 6060 Center Drive 10th Floor Los Angeles, California 90045 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the date hereof (the ?Effective Date?) and continuing until the earlier of (i) the consummation by Fifth Wall Acquisition Corp. III (the ?Company?) of an initial bus |
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| June 8, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2021 (June 7, 2021) Fifth Wall Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdi |
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| June 7, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amen |
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| June 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. )* Fifth Wall Acquisition Corp. III (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G34142102 (CUSIP Number) May 27, 2021 Date of Event Which Requires Filing of the Statement Check the app |
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| June 3, 2021 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2021 Fifth Wall Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 001-40415 98-1583957 (State or other jurisdiction of incorp |
