0000899243-23-018526.txt : 20230828 0000899243-23-018526.hdr.sgml : 20230828 20230828163512 ACCESSION NUMBER: 0000899243-23-018526 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230825 FILED AS OF DATE: 20230828 DATE AS OF CHANGE: 20230828 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chavez Manuel III CENTRAL INDEX KEY: 0001879349 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40415 FILM NUMBER: 231216401 MAIL ADDRESS: STREET 1: 250 E 5TH STREET, STE 2110 CITY: CINCINNATI STATE: OH ZIP: 45202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mobile Infrastructure Corp CENTRAL INDEX KEY: 0001847874 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 981583957 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 30 W. 4TH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: (513) 834-5110 MAIL ADDRESS: STREET 1: 30 W. 4TH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: Fifth Wall Acquisition Corp. III DATE OF NAME CHANGE: 20210224 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2023-08-25 0 0001847874 Mobile Infrastructure Corp BEEP 0001879349 Chavez Manuel III 30 W. 4TH STREET CINCINNATI OH 45202 1 1 0 0 CEO Series 2 Convertible Preferred Stock 3.67 Common Stock 1634877 I By Bombe-MIC Pref, LLC Shares of Series 2 Convertible Preferred Stock ("Series 2 Preferred Stock") were acquired pursuant to a subscription agreement as part of a private placement immediately prior to the consummation of the mergers (the "Closing") contemplated by the Agreement and Plan of Merger, dated as of December 13, 2022, as amended as of March 23, 2023, by and among Mobile Infrastructure Corporation, Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company ("FWAC"), and Queen Merger Corp. I, a Maryland corporation and wholly owned subsidiary of FWAC. Each share of Series 2 Preferred Stock will automatically convert into shares of common stock of the Issuer ("New MIC Common Stock") upon the earlier of December 31, 2023 (provided that there has been no suspension or removal of New MIC Common Stock from the NYSE American during the thirty (30)-day period following the Closing) or a change of control of the Issuer. Series 2 Preferred Stock is convertible into a number of shares of New MIC Common Stock equal to the quotient of (i) the sum of the $1,000 per share liquidation preference and any accrued dividends with respect to such share of Series 2 Preferred Stock as of the applicable conversion date and (ii) the conversion price of $3.67, provided that (x) such number is subject to certain anti-dilution adjustments and (y) a holder of Series 2 Preferred Stock will be entitled to receive cash in lieu of fractional shares. The disclosed number of shares of New MIC Common Stock does not include the conversion of any amounts of dividends at a cumulative annual rate of 10% of the $1,000 per share liquidation preference (the "Dividends") for a period of one year that shall be payable in New MIC Common Stock, when and as authorized by the board of directors of the Issuer. Based on conversion of 6,000 shares of Series 2 Preferred Stock. Does not include 163,487 shares of New MIC Common Stock issuable upon conversion of the Dividends, which would be received upon conversion of shares of Series 2 Preferred Stock on December 31, 2023, assuming the current conversion price and the authorization of the payment of the Dividends by the board of directors of the Issuer. These securities are owned by Bombe-MIC Pref, LLC ("Bombe"). The Reporting Person is a member and the manager of Bombe. Accordingly, the Reporting Person may be deemed to be a beneficial owner of such securities. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose. Exhibit 24 - Power of Attorney /s/ Allison A. Westfall as Attorney in Fact for Manuel Chavez, III 2023-08-28 EX-24 2 attachment1.htm EX-24 DOCUMENT
                                POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby makes, constitutes and
appoints each of Stephanie Hogue, Allison Westfall, and Mark Reuter, or either
of them acting singly, and with full power of substitution and resubstitution,
the undersigned's true and lawful attorney-in-fact (each of such persons and
their substitutes being referred to herein as the "Attorney-in-Fact"), with
full power to act for the undersigned and in the undersigned's name, place and
stead, in any and all capacities, to:

1. Prepare, execute, and submit to the Securities and Exchange Commission
("SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the undersigned
to make electronic filings with the SEC of reports required or considered by
the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the
Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation
of the SEC;

2. Prepare, execute and submit to the SEC, Mobile Infrastructure Corporation
(the "Company"), and/or any national securities exchange on which the Company's
securities are listed any and all reports (including any amendments thereto)
the undersigned is required to file with the SEC, or which the Attorney-in-Fact
considers it advisable to file with the SEC, under Section 13 or Section 16 of
the Exchange Act or any rule or regulation thereunder, or under Rule 144 under
the Securities Act of 1933 ("Rule 144"), with respect to any security of the
Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and

3. Obtain, as the undersigned's representative and on the undersigned's behalf,
information regarding transactions in the Company's equity securities from any
third party, including the Company and any brokers, dealers, employee benefit
plan administrators, and trustees, and the undersigned hereby authorizes any
such third party to release any such information to the Attorney-in-Fact.

The undersigned acknowledges that:

      a)This Power of Attorney authorizes, but does not require, the
      Attorney-in-Fact to act in his or her discretion on information provided
      to such Attorney-in-Fact without independent verification of such
      information;

      b)Any documents prepared or executed by the Attorney-in-Fact on
      behalf of the undersigned pursuant to this Power of Attorney will be in
      such form and will contain such information as the Attorney-in-Fact, in
      his or her discretion, deems necessary or desirable;

      c)Neither the Company nor the Attorney-in-Fact assumes any liability
      for the undersigned's responsibility to comply with the requirements of
      Section 13 or Section 16 of the Exchange Act or Rule 144, any liability
      of the undersigned for any failure to comply with such requirements, or
      any liability of the undersigned for disgorgement of profits under
      Section 16(b) of the Exchange Act; and

      d)This Power of Attorney does not relieve the undersigned from
      responsibility for compliance with the undersigned's obligations under
      Section 13 or Section 16 of the Exchange Act, including, without
      limitation, the reporting requirements under Section 13 or Section 16 of
      the Exchange Act.

The undersigned hereby grants to the Attorney-in-Fact full power and authority
to do and perform each and every act and thing requisite, necessary, or
advisable to be done in connection with the foregoing, as fully, to all intents
and purposes, as the undersigned might or could do in person, hereby ratifying
and confirming all that the Attorney-in-Fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by authority of this Power
of Attorney.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G
or Forms 144 with respect to the undersigned's holdings of and transactions in
securities of the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the Attorney-in-Fact. This Power of Attorney
revokes all previous powers of attorney with respect to the subject matter of
this Power of Attorney.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
August 25, 2023.

                           /s/ Manuel Chavez III
                        ------------------------------------------------------
                               Signature


                        Name:  Manuel Chavez III
                               -----------------------------------------------
                        Title: Chief Executive Officer and Director (Chairman)