(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon consummation of the Merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities Act. x

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to the securities offered by this proxy statement/prospectus has been filed with the United States Securities and Exchange Commission. These securities may not be sold, nor may offers to buy these securities be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The board of trustees of Mobile Infrastructure Trust, a Maryland real estate investment trust, or MIT, and the board of directors of Mobile Infrastructure Corporation, a Maryland corporation, or MIC, have approved an Agreement and Plan of Merger, dated as of May 27, 2022, as it may be amended from time to time, or the Merger Agreement, by and between MIT and MIC. Pursuant to the terms and subject to the conditions of the Merger Agreement, MIC has agreed to merge with and into MIT, which transaction is referred to as the Merger, with MIT continuing as the surviving entity resulting from the Merger.

If the Merger is completed pursuant to the Merger Agreement, upon the effectiveness of the Merger, (1) holders of shares of common stock, par value $0.0001 per share, of MIC, or MIC common stock, will receive one Class B common share of beneficial interest, par value $0.0001 per share, of MIT, or each, an MIT Class B common share, or together, the MIT Class B common shares, for each share of MIC common stock they hold immediately prior to the effective time of the Merger, or the Effective Time (other than shares of MIC common stock held by any wholly owned subsidiary of MIC, which will be cancelled in the Merger without payment of any consideration therefor), and (2) holders of shares of MIC’s Series A Convertible Redeemable Preferred Stock, par value $0.0001 per share, and Series 1 Convertible Redeemable Preferred Stock, par value $0.0001 per share, or, together, the MIC Preferred Stock, will receive, for each share of MIC Preferred Stock they hold immediately prior to the Effective Time, an amount in cash equal to $1,000, or the stated value of the MIC Preferred Stock, plus accrued and unpaid dividends, if any, through and including the Effective Time, without interest, or the MIC Preferred Stock Merger Consideration. The MIT Class B common shares are identical to the MIT common shares, except that (i) MIT does not intend to list the MIT Class B common shares on a national securities exchange in connection with the Merger and (ii) upon the six-month anniversary of the listing of the common shares, par value $0.0001 per share, of MIT, or MIT common shares, for trading on a national securities exchange (or such earlier date or dates as may be approved by MIT’s board of trustees in certain circumstances with respect to all or any portion of the outstanding MIT Class B common shares), each MIT Class B common share will automatically, and without any shareholder action, convert into one listed MIT common share. MIC stockholders will receive cash in lieu of any fractional MIT Class B common shares to which they may be entitled. The MIC common stock is not listed on a national securities exchange. In connection with its contemplated initial public offering of MIT common shares, or the MIT IPO, MIT intends to apply to list the MIT common shares on the New York Stock Exchange, or the NYSE, under the ticker symbol “BEEP” and expects the listing to occur prior to the Effective Time. The closing of the MIT IPO is a condition to the closing of the Merger.

MIC will hold a special meeting of stockholders on , 2022, for the purpose of holding a stockholder vote on the Merger and the other transactions contemplated by the Merger Agreement as further described below, or the MIC special meeting. On May 27, 2022, Bombe Asset Management, LLC, or Bombe, the sole shareholder of MIT, approved the Merger, including the issuance of MIT Class B common shares in the Merger, by written consent in lieu of a special meeting of shareholders in accordance with Maryland law applicable to real estate investments trusts, or Maryland REIT Law.

MIT IPO, we estimate that the MIC stockholders immediately prior to the Merger will own 100% of the MIT Class B common shares outstanding immediately after the Merger and approximately % of the MIT common shares outstanding immediately after the Merger, assuming the conversion of all the MIT Class B common shares to MIT common shares, no exercise of the underwriters’ overallotment option, if any, in the MIT IPO, and no MIC stockholders purchase any MIT common shares in the MIT IPO or on the open market before the Merger closes.

At the MIC special meeting, holders of shares of MIC common stock will be asked to consider and vote on (i) a proposal to approve an amendment deleting from the MIC charter a restriction on the voting of shares of MIC common stock held by, among others, any director or affiliate of MIC with respect to any transaction between MIC and any such person, or the Voting Limitations Charter Amendment Proposal, (ii) a proposal to approve an amendment deleting provisions related to roll-up transactions from the MIC charter, or the Roll-Up Charter Amendment Proposal, and together with the Voting Limitations Charter Amendment Proposal, the Charter Amendment Proposals, (iii) a proposal to approve the Merger and the other transactions contemplated by the Merger Agreement, or the Merger Proposal, and (iv) a proposal to approve the adjournment of the MIC special meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of either Charter Amendment Proposal or the Merger Proposal, if there are insufficient votes at the time of such adjournment to approve either Charter Amendment Proposal or the Merger Proposal, such proposal, the Adjournment Proposal.

Your vote is very important, regardless of the number of shares of MIC common stock you own. The record date for determining the stockholders entitled to receive notice of, and to vote at, the MIC special meeting is the close of business on , 2022. The Merger cannot be completed without the approval of the holders of the shares of MIC common stock. All holders of MIC Preferred Stock at the close of business on the Record Date are entitled to notice of, but may not vote at, the MIC special meeting. The vote of the holders of MIC Preferred Stock is not required to approve any of the proposals at the MIC special meeting and is not being solicited. Please read carefully this proxy statement/prospectus in its entirety. The obligations of MIC and MIT to consummate the Merger are subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement. More information about MIT, MIC, the MIC special meeting, the Charter Amendment Proposals, the Merger Agreement and the Merger Proposal is included in this proxy statement/prospectus. You should also consider carefully the risks that are described in the “Risk Factors” section, beginning on page 22 of this proxy statement/prospectus.

Whether or not you plan to attend the MIC special meeting, please authorize your proxy as soon as possible to make sure that your shares of MIC common stock are represented at the MIC special meeting.

The MIC board of directors recommends that the holders of shares of MIC common stock vote “FOR” the Voting Limitations Charter Amendment Proposal, “FOR” the Roll-Up Charter Amendment Proposal, “FOR” the Merger Proposal, each of which approval is necessary to consummate the Merger, and “FOR” the Adjournment Proposal.

I join the MIC board of directors in its recommendation and look forward to the successful combination of MIC and MIT.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined that this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated , 2022 and is first being mailed to holders of MIC common stock on or about , 2022.

We are pleased to invite you to attend a special meeting of stockholders of Mobile Infrastructure Corporation, a Maryland corporation, or MIC. The special meeting of stockholders, or the MIC special meeting, will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. No physical meeting will be held. The MIC special meeting will be held on , 2022, at , Eastern Time, to consider and vote upon the following matters

On May 27, 2022, Bombe Asset Management LLC, or Bombe, the sole shareholder of MIT, approved the Merger, including the issuance of Class B common shares of beneficial interest of MIT, par value $0.0001 per share, in the Merger by written consent in lieu of a special meeting of shareholders in accordance with Maryland law applicable to real estate investments trusts, or Maryland REIT Law. The approval by MIC stockholders of the Charter Amendment Proposals and the Merger Proposal is a condition to the completion of the Merger. If the Merger Proposal is not approved, the Merger and certain of the other transactions contemplated by the Merger Agreement will not occur.

Please refer to the attached proxy statement/prospectus for further information with respect to the business to be transacted at the MIC special meeting.

Holders of record of common stock, par value $0.0001 per share, of MIC, or MIC common stock, at the close of business on , 2022, or the Record Date, are entitled to notice of, and to vote on, all proposals at the MIC special meeting and any adjournments or postponements of the MIC special meeting. All holders of Series A Convertible Redeemable

Preferred Stock, par value $0.0001 per share, and Series 1 Convertible Redeemable Preferred Stock, par value $0.0001 per share, of MIC,or the MIC Preferred Stock, at the close of business on the Record Date are entitled to notice of, but may not vote at, the MIC special meeting. The vote of the holders of MIC Preferred Stock is not required to approve any of the proposals at the MIC special meeting and is not being solicited.

To be approved, the Charter Amendment Proposals and the Merger Proposal each require the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding shares of MIC common stock at the MIC special meeting on such proposal. To be approved, the Adjournment Proposal requires the affirmative vote of at least a majority of all the votes cast by holders of outstanding shares of MIC common stock entitled to vote at the MIC special meeting on such proposal.

Your vote is important. Whether or not you expect to participate in the MIC special meeting, please authorize a proxy to vote your shares of MIC common stock as promptly as possible by: (1) accessing the internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your MIC common stock may be represented and voted at the MIC special meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished by your broker, bank or other nominee.

Stephanie L. Hogue
President, Interim Chief Financial Officer, Treasurer and Secretary

MIC files annual, quarterly and current reports, proxy statements and other information with the United States Securities and Exchange Commission, or the SEC, under the Securities Exchange Act of 1934, as amended, or the Exchange Act. The SEC maintains an internet website that contains reports, proxy and information statements, and other information regarding issuers, including MIC, who file electronically with the SEC. The address of that site is www.sec.gov.

Investors may also consult the website of MIC for further information concerning MIC, at www.mobileit.com. Information included on this website is not incorporated by reference into this proxy statement/prospectus.

MIT has filed with the SEC a registration statement on Form S-4, or the Form S-4, of which this proxy statement/prospectus forms a part. The Form S-4 registers the MIT Class B common shares to be issued to MIC stockholders in connection with the Merger. The Form S-4, including the attached exhibits and schedules, contains additional relevant information about the MIT Class B common shares and MIT common shares.

You can obtain any of these documents from the SEC through the website of the SEC at the address described above or from the website of MIC for the documents MIC files with the SEC. In addition, you may request information from MIT or MIC in writing or by telephone at the following addresses:

In addition, MIC has engaged Georgeson LLC, or Georgeson, as proxy solicitor for the MIC special meeting. Any questions about the Charter Amendments or the Merger, requests for additional copies of documents or assistance authorizing a proxy or voting your shares of MIC common stock may be directed to the following address:

If you are a MIC stockholder and would like to request documents, please do so by , 2022, to receive them before the MIC special meeting.

This document is a prospectus of MIT and is a proxy statement of MIC for the MIC special meeting. Neither MIT nor MIC has authorized anyone to give any information or make any representations about the Charter Amendments, the Merger Agreement or the Merger, or in addition to the information contained in this proxy statement/prospectus or in any of the materials that MIT or MIC has incorporated by reference into this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement/prospectus is provided only as of the date of this proxy statement/ prospectus unless the information specifically indicates that another date applies.

This proxy statement/prospectus, which forms part of the Form S-4 filed with the SEC by MIT (File No. 333- ), constitutes a prospectus of MIT under Section 5 of the Securities Act of 1933, as amended, or the Securities Act, with respect to the MIT Class B common shares to be issued in the Merger and MIT common shares into which they are convertible. This document also constitutes a proxy statement of MIC under Section 14(a) of the Exchange Act. It also constitutes a notice of meeting with respect to the MIC special meeting.

You should rely only on the information contained in or incorporated by reference into this proxy statement/ prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated , 2022, and you should assume that the information contained in this proxy statement/prospectus is accurate only as of such date or as of such other date specified herein.

You should not construe the contents of this proxy statement/prospectus as legal, tax or financial advice. You should consult with your own legal, tax, financial or other professional advisors. All summaries of, and references to, the agreements governing the terms of the transactions described in this proxy statement/prospectus are qualified by the full copies of and complete text of such agreements in the forms attached hereto as annexes, which are also available on the Electronic Data Gathering Analysis and Retrieval System of the SEC website at www.sec.gov.

We use certain defined terms throughout this proxy statement/prospectus that have the following meanings:

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding MIT has been provided by MIT and information contained in this proxy statement/ prospectus regarding MIC has been provided by MIC.

QUESTIONS AND ANSWERS

The following are some questions that you may have regarding the proposals being considered at the MIC special meeting and answers to those questions. You should carefully read this proxy statement/prospectus in its entirety, including the Annexes, and the other documents to which this proxy statement/prospectus refers or incorporates by reference, because the information in this section may not provide all the information that might be important to you.

What is the proposed transaction?

MIC and MIT have entered into the Merger Agreement, pursuant to which, and subject to the terms and conditions thereof, MIC will merge with and into MIT with MIT continuing as the surviving entity. A copy of the Merger Agreement is attached as Annex B to this proxy statement/prospectus.

What will I receive in the proposed transaction?

In the Merger, holders of shares of MIC common stock will be entitled to receive one (1) newly issued MIT Class B common share for each share of MIC common stock they hold immediately prior to the Effective Time.

Holders of shares of MIC Preferred Stock will be entitled to receive an amount in cash equal to $1,000, or the stated value of the MIC Preferred Stock, for each share of MIC Preferred Stock they hold immediately prior to the Effective Time, plus accrued and unpaid dividends, if any, through and including the Effective Time.

At the Effective Time, MIT will assume all outstanding warrants to purchase MIC common stock and MIC equity awards and such warrants and equity awards will be converted into the right to receive MIT Class B common shares (or if exercised after the conversion of the MIT Class B common shares, MIT common shares) or equity awards.

Why am I receiving this proxy statement/prospectus?

MIC and MIT have agreed to combine pursuant to the terms and subject to the conditions of the Merger Agreement. These conditions include:

the accuracy of the MIC and MIT’s representations and warranties made in the Merger Agreement;

the approval of each Charter Amendment and the Merger and the other transactions contemplated by the Merger Agreement;

the absence of any law or order by any governmental authority prohibiting or making illegal the consummation of the MIT Share Issuance, the Merger or the other transactions contemplated by the Merger Agreement;

the Form S-4, of which this proxy statement/prospectus is a part, being declared effective and no stop order suspending the effectiveness of the Form S-4 having been issued and no proceedings for that purpose having been initiated by the SEC that have not been withdrawn;

the MIT IPO closing at least one business day prior to the Effective Time; and

the delivery of a written opinion of counsel to each of MIT and MIC that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the IRC.

You are receiving this proxy statement/prospectus in connection with the MIC special meeting to obtain the approval of MIC’s common stockholders on the Charter Amendment Proposals and Merger Proposal because you held shares of MIC common stock as of the Record Date.

On May 27, 2022, Bombe, the sole shareholder of MIT, approved the Merger, including the MIT Share Issuance, by written consent in lieu of a special meeting of shareholders, in accordance with Maryland REIT Law.

This proxy statement/prospectus contains important information about the Charter Amendments, the Merger and the MIC special meeting, and you should carefully read it in its entirety. The enclosed voting materials allow you to vote your shares of MIC common stock without attending the MIC special meeting.

Your vote is important. We encourage you to vote as soon as possible.

Why is MIC proposing the Charter Amendments?

Voting Limitations Charter Amendment: The MIC charter currently contains restrictions pursuant to the Statement of Policy Regarding Real Estate Investment Trusts adopted by the North American Securities Administrators Association, or the NASAA REIT Guidelines, on voting of shares held by, among others, any director or affiliate of MIC with respect to any transaction between MIC and any such person. The MIC charter provides that, with respect to shares owned by any director or affiliate, such director or affiliate may not vote or consent on matters submitted to the stockholders with respect to any transaction between MIC and any such person. Pursuant to these provisions of the MIC charter, certain of MIC’s directors and their affiliates would not be entitled to vote the shares of MIC common stock they beneficially own on the Merger Proposal, as MIT is owned by an affiliate of certain MIC directors.

MIC believes that the effect of this provision, if not amended, would make the Merger more difficult and costly to complete. Because of the effect of this provision on the Merger Proposal, the MIC board of directors determined that it was necessary to amend the MIC charter to eliminate this provision effective prior to a vote on the Merger Proposal. Accordingly, approval of the Voting Limitations Charter Amendment is a condition to each party’s obligation to complete the Merger. See “Proposals—Proposal 1: The Voting Limitations Charter Amendment Proposal” beginning on page 77 for a more detailed discussion of the Voting Limitations Charter Amendment.

Roll-Up Charter Amendment: The MIC charter currently contains substantive and procedural requirements for Roll-Up Transactions involving a Roll-Up Entity. The Merger would be considered a Roll-Up Transaction under the definition in the MIC charter. Pursuant to these Roll-Up Transactions provisions of the MIC charter, MIC stockholders who vote “no” on the Merger Proposal would be entitled to the choice of: (1) accepting the MIT Class B common shares or (2) one of the following: (a) remaining as holders of shares of MIC common stock and preserving their interests therein on the same terms and conditions as existed previously or (b) receiving cash in an amount equal to the stockholder’s pro rata share of the appraised value of MIC’s net assets. In addition, under the MIC charter, MIC would be prohibited from participating in any Roll-Up Transaction: (1) that would result in the common stockholders having voting rights in a Roll-Up Entity that are less than those provided in the MIC charter, (2) that includes provisions that would operate to materially impede or frustrate the accumulation of shares by any purchaser of the securities of the Roll-Up Entity, except to the minimum extent necessary to preserve the tax status of the Roll-Up Entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the Roll-Up Entity on the basis of the number of shares held by that investor, (3) in which investors’ rights to access of records of the Roll-Up Entity will be less than those provided in the MIC charter, or (4) in which any of the costs of the Roll-Up Transaction would be borne by MIC if the Roll-Up Transaction is rejected by the MIC stockholders. The provisions of the MIC charter subject to the Roll-Up Charter Amendment would also require MIC to obtain an appraisal of its assets from an independent appraiser.

MIC believes that the effect of these provisions, if not amended, would make the Merger more difficult and costly to complete. Because of the effect of these provisions on the Merger, the MIC board of directors determined that it was necessary to amend the MIC charter to eliminate these provisions effective prior to the Effective Time. Accordingly, approval of the Roll-Up Charter Amendment is a condition to each party’s obligation to complete the Merger. See “Proposals—Proposal 2: The Roll-Up Charter Amendment Proposal” beginning on page 78 for a more detailed discussion of the Roll-Up Charter Amendment.

A copy of each Articles of Amendment containing the Roll-Up Charter Amendment and the Voting Limitations Charter Amendment is attached to this proxy statement/prospectus as Annex A-1 and A-2, respectively.

Why is MIC proposing the Merger?

MIC is proposing the Merger for a number of reasons, including to convert from a Maryland corporation to a Maryland REIT and to provide its stockholders access to liquidity and ownership in a publicly traded company with less debt, larger scale and increased growth potential following the completion of the MIT IPO.

To review the reasons of the MIC board of directors for the Merger in greater detail, see “The Merger—Recommendation of the MIC Board of Directors and Its Reasons for the Merger and the Other Transactions”

beginning on page 82 of this proxy statement/prospectus. Notwithstanding the foregoing, the Merger poses risks to MIC and MIC’s stockholders and MIC and MIC’s stockholders may not realize the benefits of the Merger. See “Risk Factors—Risks Relating to the Merger and the Other Transactions” beginning on page 24 of this proxy statement/prospectus.

Will my MIT Class B common shares received in the Merger be publicly traded?

There will be no public market for the MIT Class B common shares. Until the MIT Class B common shares convert into MIT common shares and become listed on a national securities exchange as described below, they cannot be traded on a national securities exchange. As a result, holders of the MIT Class B common shares will have very limited, if any, liquidity options with respect to their MIT Class B common shares until such conversion.

The MIT Class B common shares will have identical preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as the MIT common shares, except that (i) MIT does not intend to list the MIT Class B common shares on a national securities exchange and (ii) the MIT Class B common shares will convert automatically into listed MIT common shares pursuant to provisions of the MIT declaration of trust.

Upon the six-month anniversary of the listing of the MIT common shares for trading on a national securities exchange or such earlier date or dates as approved by the MIT board of trustees with respect to all or any portion of the outstanding MIT Class B common shares, each MIT Class B common share will automatically, and without any shareholder action, convert into one listed MIT common share.

How will MIC’s stockholders be affected by the Merger and the MIT Share Issuance?

As a result of the Merger and the MIT Share Issuance, MIC’s stockholders will become MIT shareholders and their rights will therefore be governed by the MIT declaration of trust and bylaws, as amended in connection with the consummation of the MIT IPO. The MIT declaration of trust and bylaws, as amended and in effect at the time of the Merger, will afford MIC stockholders different rights, as MIT shareholders, as a result of differences between MIC’s governing documents and MIT’s governing documents, as amended. For further information about these rights, see “Comparison of Rights of MIT Shareholders and MIC Stockholders” on page 174 of this proxy statement/ prospectus.

Do any of MIC’s executive officers or directors have interests in the Merger that may differ from those of MIC’s stockholders?

Certain of MIC’s executive officers and directors may have interests in the Merger that are different from, or in addition to, the interests of MIC stockholders generally. The interests of MIC’s executive officers and directors include, among other things, their continued service as a trustee or executive officer of MIT following the Merger and rights to continuing indemnification and directors’ and officers’ liability insurance. These interests may create potential conflicts of interest or the appearance of such conflicts, which may lead to increased dissident stockholder activity, including litigation, which could result in significant cost for MIT and MIC and could materially delay or prevent completion of the Merger.

For further information about these interests, see “Risk Factors—Risks Relating to the Merger and the Other Transactions” on page 24 of this proxy statement/prospectus and “The Merger—–Interests of MIT and MIC Executive Officers, Trustees and Directors in the Merger” beginning on page 84 of this proxy statement/ prospectus.

When and where will the MIC special meeting be held?

The MIC special meeting will be held virtually via live webcast on , 2022, at , Eastern Time.

How do I vote or authorize a proxy to vote my shares?

If you were a holder of record of MIC common stock as of the close of business on the Record Date, you may authorize a proxy to vote your shares on the applicable proposal by:

accessing the internet website specified on your proxy card;

calling the toll-free number specified on your proxy card;

signing and returning the enclosed proxy card in the postage-paid envelope provided; or

In addition, you may vote electronically at the MIC special meeting, as set forth below.

Record Owners: Common stockholders as of the Record Date who hold MIC common stock directly may participate in the MIC special meeting via internet webcast by visiting the following website and following the registration and participation instructions contained therein: . Please have the control number located on your proxy card or voting information form available. Common stockholders of record on the Record Date may vote at the MIC special meeting or authorize a proxy to vote the shares they beneficially own at the MIC special meeting. You can authorize your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed, postage-paid envelope, or, if you prefer, by following the instructions on your proxy card for telephonic or internet proxy authorization. If the telephone or internet option is available to you, we strongly encourage you to use it because it is faster and less costly. Registered stockholders can transmit their voting instructions by telephone by calling 1-800-690-6903 or on the internet at www.proxyvote.com. Telephone and internet voting are available 24 hours a day until 11:59 p.m., Eastern Time, the day immediately prior to the MIC special meeting. Have your proxy card with you if you are going to authorize your proxy by telephone or through the internet. To authorize your proxy by mail, please complete sign, date and mail your proxy card in the envelope provided.

Beneficial Owners: Common stockholders as of the Record Date who hold MIC common stock indirectly through a brokerage firm, bank or other nominee, must register in advance to attend the MIC special meeting. You will need to present evidence of your beneficial ownership of MIC common stock. For this purpose, a copy of a letter or account statement from the applicable brokerage firm, bank or other nominee confirming such ownership will be acceptable. If you are a beneficial owner and want to vote your shares of MIC common stock at the MIC special meeting, you must also provide a legal proxy from your bank, broker or other nominee. You will not be able to vote your shares at the MIC special meeting without a legal proxy. Please follow the instructions from your bank, broker or nominee included with these proxy materials, or contact your bank, broker or nominee to request a legal proxy form.

To register for the MIC special meeting, you must submit proof of your beneficial ownership of shares and legal proxy, as applicable, along with your name and address, to . Upon successful preregistration, you will receive a confirmation email from confirming registration and providing further instructions regarding attending the MIC special meeting. Beneficial owners should complete the registration process noted above at least three days in advance of the MIC special meeting to ensure that all documentation and verifications are in order.

If you hold MIC common stock in the name of a broker, bank or other nominee, please follow the voting instructions provided by your broker, bank or other nominee to ensure that your shares are represented at the MIC special meeting.

If you have questions regarding these admission procedures, please call Georgeson at (866) 431-2105.

What am I being asked to vote upon?

MIC stockholders are being asked to vote to approve the Charter Amendment Proposals, the Merger Proposal and a proposal to adjourn the MIC special meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of either Charter Amendment Proposal or the Merger Proposal, if there are insufficient votes at the time of such adjournment to approve such proposals, or the Adjournment Proposal.

The approval of the Charter Amendment Proposals and the Merger Proposal by MIC common stockholders is a condition to the closing of the Merger; however, MIC and MIT may waive approval of the Charter Amendment Proposals as a condition to the Merger. MIC and MIT do not currently intend to waive the approval of the Roll-Up Charter Amendment Proposal.

What vote is required to approve each proposal?

Each of the Charter Amendment Proposals and the Merger Proposal require the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding shares of MIC common stock on such proposal.

The Adjournment Proposal requires the affirmative vote of at least a majority of all the votes cast by holders of outstanding shares of MIC common stock entitled to vote at the MIC special meeting on such proposal.

How does the MIC board of directors recommend that I vote?

The MIC board of directors unanimously recommends that MIC stockholders vote “FOR” the Voting Limitations Charter Amendment Proposal, “FOR” the Roll-Up Charter Amendment Proposal, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

How many votes do I have?

You are entitled to one vote for each share of MIC common stock that you owned as of the Record Date. As of the Record Date, there were shares of MIC common stock outstanding, approximately % of which were beneficially owned by executive officers and directors of MIC. All holders of record of MIC Preferred Stock as of the Record Date are entitled to notice of, but may not vote at, the MIC special meeting.

Are any MIC stockholders already committed to vote in favor of the proposals?

No. There are no voting agreements requiring any MIC stockholders to vote in favor of the proposals; however, MIC expects that its executive officers and directors will vote the shares of MIC common stock they beneficially own in favor of the proposals, including the Merger Proposal, assuming, in the case of certain directors and their affiliates that the Voting Limitations Charter Amendment Proposal is approved and the Voting Limitations Charter Amendment is effective before a vote is taken on the Merger Proposal.

What constitutes a quorum?

At the MIC special meeting, the presence in person or by proxy of stockholders entitled to cast at least 50% of all the votes entitled to be cast at the MIC special meeting shall constitute a quorum. Abstentions and broker non-votes, if any, will be included in determining whether a quorum is present. A broker non-vote is a vote that is not cast on a non-routine matter because the shares entitled to cast the vote are held in the name of a broker, bank or other nominee, the broker, bank or other nominee lacks discretionary authority to vote the shares and the broker, bank or other nominee has not received voting instructions from the beneficial owner of the shares.

If my shares of MIC common stock are held in “street name” by my broker, bank or other nominee, will my broker, bank or other nominee vote my MIC common stock for me?

If your shares of MIC common stock are held by a broker, bank or other nominee (that is, in “street name”), you must provide your broker, bank or other nominee with instructions on how to vote your MIC common stock. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote MIC common stock held in street name by returning a proxy card directly to MIC or by voting in person at the MIC special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee. Further, brokers, banks or other nominees who hold MIC common stock on behalf of their customers may not give a proxy to MIC to vote those shares without specific instructions from their customers.

What will happen if I fail to instruct my broker, bank or other nominee how to vote?

If you are a MIC stockholder and you fail to instruct your broker, bank or other nominee on how to vote your shares of MIC common stock, your broker, bank or other nominee may not vote your shares of MIC common stock on any of the proposals. This will have the same effect as a vote against the Charter Amendment Proposals and the Merger Proposal, but it will have no effect on the Adjournment Proposal, assuming a quorum is present.

What will happen if I fail to vote or I abstain from voting?

If you are a MIC stockholder and abstain from voting, fail to cast your vote at the MIC special meeting or by proxy or if you hold your shares in “street name” and fail to give voting instructions to your broker, bank or other nominee, it will have the same effect as a vote against the Charter Amendment Proposals and the Merger Proposal, but it will have no effect on the Adjournment Proposal, assuming a quorum is present.

What if I return my proxy card without indicating how to vote?

If you sign and return your proxy card without indicating how to vote on any particular proposal, your shares of MIC common stock will be voted in accordance with the recommendation of the MIC board of directors with respect to such proposal.

Can I change my vote or revoke my proxy after I have returned a proxy or voting instruction card?

You can change your vote or revoke your proxy at any time before your proxy is exercised at the MIC special meeting. You can do this in one of the following ways if you own your shares of record:

you may revoke a previously authorized proxy at any time before it is exercised by delivering to our corporate secretary a notice of revocation;

you can grant a new, valid proxy bearing a later date by internet or by telephone or by signing and returning a later dated proxy card; or

you can attend the MIC special meeting and vote electronically, which will automatically cancel any proxy previously given, or you may revoke your proxy at the MIC special meeting, but your attendance alone will not revoke any proxy that you have previously given.

If you are a record holder and choose either of the first two methods above, you must submit your notice of revocation or your new proxy to the secretary of MIC no later than the beginning of the MIC special meeting.

If your shares of MIC common stock are held by a broker, bank or other nominee, you must follow the instructions provided by the broker, bank or other nominee on how to change your instructions or to change your vote.

What are the anticipated material federal income tax consequences of the Merger to holders of MIC common stock?

MIT and MIC intend for the Merger to qualify as a reorganization within the meaning of Section 368(a) of the IRC. If the Merger qualifies as a reorganization within the meaning of Section 368(a) of the IRC, then a holder of MIC common stock generally will not recognize any gain or loss for federal income tax purposes upon the receipt of MIT Class B common shares in exchange for MIC common stock in the Merger (other than gain or loss with respect to cash received in lieu of fractional MIT Class B common shares, if any).

The particular consequences of the Merger to each holder of MIC common stock will depend on such holder’s particular facts and circumstances. Holders of MIC common stock are urged to consult their tax advisors to understand fully the consequences to them of the Merger in their specific circumstances. For further information, see “Material Federal Income Tax Considerations—Material Federal Income Tax Consequences of the Merger” on page 88 of this proxy statement/prospectus.

Are there any conditions to the closing of the Merger that must be satisfied for the Merger to be completed?

In addition to the closing of the MIT IPO and the approvals of MIC stockholders described herein, there are a number of conditions that must be satisfied or waived for the Merger to be consummated. For further information, see “The Merger Agreement—Description of the Merger Agreement—Conditions to the Completion of the Merger” beginning on page 113 of this proxy statement/prospectus.

When do you expect the Merger to be completed?

The Merger is expected to close one business day following the closing of the MIT IPO. The MIT IPO is subject to the completion of the SEC’s review process and to market and other conditions; therefore, the expected date of the MIT IPO and the closing date of the Merger have not yet been determined. The Merger is subject to various conditions, and it is possible that factors beyond MIT’s and MIC’s control could result in the Merger not being completed.

What happens if the Merger is not completed?

If the Merger is not completed, then (1) the holders of shares of MIC common stock will retain ownership of their MIC common stock and will not receive any consideration for their shares of MIC common stock, (2) the holders of shares of MIC Preferred Stock will retain ownership of their MIC Preferred Stock and will not receive the Preferred Stock Merger Consideration and (3) MIT will not assume all outstanding warrants to purchase MIC common stock and MIC equity awards and they will not be converted into the right to receive MIT Class B common shares, MIT common shares or equity awards of MIT. If the Charter Amendment Proposals or the Merger Proposal are not approved, the MIT IPO will not be completed, the Merger will not be completed and MIC stockholders will remain stockholders in MIC as a non-listed company.

Are MIC stockholders entitled to appraisal rights in connection with the Charter Amendments or Merger?

MIC stockholders are not entitled to exercise any rights of an objecting stockholder in connection with the Charter Amendments or the Merger. For further information, see “No Appraisal Rights” on page 114 of this proxy statement/prospectus. Since the consummation of the Merger is conditioned on the approval of the Charter Amendment Proposals, a MIC stockholder who votes “no” with respect to the Merger will not be entitled to receive cash in an amount equal to the MIC stockholder’s pro rata share of the appraised value of MIC’s net assets assuming, the Roll-Up Charter Amendment Proposal and the Merger Proposal are approved.

What do I need to do now?

Carefully read and consider the information contained in and incorporated by reference into this proxy statement/prospectus, including its annexes, and then vote your shares as described above in “—How do I vote?”.

Who can help answer my questions?

If you have any questions about the Merger or how to vote or need additional copies of this proxy statement/ prospectus or the enclosed proxy card or voting instruction form, as applicable, you should contact:

Mobile Infrastructure Corporation

30 W. 4th Street

Cincinnati, Ohio 45202

(513) 834-5110

mobileit@icrinc.com

You can also contact the proxy solicitor hired by MIC as follows:

Georgeson LLC

1290 Avenue of the Americas, 9^th Floor

New York, New York 10104

All Stockholders Call Toll-Free: 1-866-431-2105

SUMMARY

The following summary highlights some of the information contained in this proxy statement/ prospectus. This summary may not contain all of the information that may be important to you. For a more complete description of the Charter Amendments, the Merger Agreement and the Merger, you should carefully read this proxy statement/prospectus in its entirety, including the attached Annexes and the other documents to which this proxy statement/ prospectus refers or incorporates by reference. For further information see “Where You Can Find More Information” beginning on page i of this proxy statement/ prospectus.

Information About the Companies (See page 115)

Mobile Infrastructure Trust

MIT is a Maryland real estate investment trust formed on March 7, 2022 in connection with the MIT IPO and the Merger to focus on acquiring, owning and leasing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States. Unless and until the Merger is completed, MIT will have no operations.

MIT’s principal executive offices are located at 30 W. 4th Street, Cincinnati, Ohio 45202, and MIT’s telephone number is (513) 834-5110.

Mobile Infrastructure Corporation

MIC is a Maryland corporation formed on May 4, 2015. MIC focuses on acquiring, owning and leasing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States. MIC targets both parking garage and surface lot properties primarily in top 50 U.S. Metropolitan Statistical Areas, or MSAs, with proximity to key demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business district.

As of March 31, 2022, MIC owned 44 parking facilities in 22 separate markets throughout the United States, with a total of 15,263 parking spaces and approximately 5.3 million square feet and approximately 0.2 million square feet of commercial space adjacent to its parking facilities.

MIC is the sole general partner of Mobile Infra Operating Partnership, L.P., a Maryland limited partnership, or the Operating Partnership, and owns substantially all of its assets and conducts substantially all of its operations through the Operating Partnership. MIC owns approximately 45.8% of the common units of the Operating Partnership, or the OP Units.

MIC’s principal executive offices are located at 30 W. 4th Street, Cincinnati, Ohio 45202, and MIC’s telephone number is (513) 834-5110.

The Combined Company

Upon the consummation of the Merger, the separate existence of MIC will cease and MIT will continue the business and operations of MIC and will become the sole general partner of the Operating Partnership. The combined company will continue to own, as of March 31, 2022, 44 parking facilities in 22 separate markets throughout the United States, with a total of 15,263 parking spaces and approximately 5.3 million square feet, and approximately 0.2 million square feet of commercial space adjacent to its parking facilities.

The Charter Amendments (See pages 77 and 78)

The Voting Limitations Charter Amendment

The Voting Limitations Charter Amendment would remove from the MIC charter NASAA REIT Guideline restrictions on the voting of shares held by, among others, any director or affiliate of MIC with respect to any transaction between MIC and any such person. The MIC charter provides that, with respect to shares owned by any director or affiliate, such director or affiliate may not vote or consent on matters submitted to the stockholders with respect to any transaction between MIC and any such person. Pursuant to this provision of the MIC charter, MIC’s

directors and affiliates would not be entitled to vote the shares of MIC common stock they beneficially own on the Merger Proposal, as MIT is owned by an affiliate of certain MIC directors.

MIC believes that the effect of this provision, if not amended, would make the Merger more difficult and costly to complete. Because of the effect of this provision on the Merger Proposal, the MIC board of directors determined that it was necessary to amend the MIC charter to eliminate this provision effective prior to a vote on the Merger Proposal. Accordingly, approval of the Voting Limitations Charter Amendment is a condition to each party’s obligation to complete the Merger; however, MIC and MIT may waive approval of the Charter Amendment Proposals as a condition to the Merger. See “Proposals—Proposal 1: The Voting Limitations Charter Amendment Proposal” beginning on page 77 for a more detailed discussion of the Voting Limitations Charter Amendment.

The Roll-Up Charter Amendment

The Roll-Up Charter Amendment would remove from the MIC charter certain substantive and procedural protections on Roll-Up Transactions involving a Roll-Up Entity. Absent the Roll-Up Charter Amendment, the Merger would be considered a Roll-Up Transaction under the definition in the MIC charter. Pursuant to the Roll-Up provisions of the MIC charter, MIC stockholders who vote “no” on the Merger Proposal would be entitled to the choice of: (1) accepting the MIT Class B common shares or (2) one of the following: (a) remaining as holders of shares of MIC common stock and preserving their interests therein on the same terms and conditions as existed previously or (b) receiving cash in an amount equal to the stockholder’s pro rata share of the appraised value of MIC’s net assets. In addition, under the MIC charter, MIC would be prohibited from participating in any Roll-Up Transaction: (1) that would result in the common stockholders having voting rights in a Roll-Up Entity that are less than those provided in the MIC charter, (2) that includes provisions that would operate to materially impede or frustrate the accumulation of shares by any purchaser of the securities of the Roll-Up Entity, except to the minimum extent necessary to preserve the tax status of the Roll-Up Entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the Roll-Up Entity on the basis of the number of shares held by that investor, (3) in which investors’ rights to access of records of the Roll-Up Entity will be less than those provided in the MIC charter or (4) in which any of the costs of the Roll-Up Transaction would be borne by MIC if the Roll-Up Transaction is rejected by the MIC stockholders. The provisions of the MIC charter subject to the Roll-Up Charter Amendment would also require MIC to obtain an appraisal of its assets from an independent appraiser.

The Merger and the Merger Agreement (See page 109)

The Merger Agreement

MIT and MIC have entered into the Merger Agreement, a copy of which is attached as Annex B to this proxy statement/prospectus. The MIT board of trustees has unanimously approved the Merger Agreement and declared the Merger, the MIT Share Issuance and the other transactions contemplated by the Merger Agreement advisable and in the best interests of MIT. The MIC board of directors has unanimously approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and determined and declared the Merger and the other transactions contemplated by the Merger Agreement fair and reasonable and on terms no less favorable than would be available from unaffiliated third parties and advisable to, and in the best interests of, MIC. MIT and MIC encourage you to read carefully the Merger Agreement in its entirety because it is the primary legal document governing the Merger.

Form of the Merger

Pursuant to the terms and subject to the conditions of the Merger Agreement, MIC will merge with and into MIT with MIT continuing as the surviving entity resulting from the Merger.

The Merger is expected to close one business day following the closing of the MIT IPO. Based upon the number of shares of MIC common stock outstanding as of , 2022, we anticipate that MIT will issue approximately MIT Class B common shares in connection with the Merger. Upon the consummation of the Merger, based upon the number of MIT common shares and shares of MIC common stock outstanding as of the date of this proxy statement/prospectus and assuming the issuance by MIT of MIT common shares in the MIT IPO, we estimate that the MIC stockholders immediately prior to the Merger will own 100% of the MIT Class B common shares outstanding immediately after the Merger and approximately % of the MIT common shares outstanding immediately after the Merger, assuming the conversion of all the MIT Class B common shares to MIT common shares, no exercise of the underwriters’ overallotment option, if any, in the MIT IPO, and no MIC stockholders purchase any MIT common shares in the MIT IPO or on the open market before the Merger closes.

Merger Consideration

Pursuant to the Merger Agreement, at the Effective Time (1) holders of shares of MIC common stock will receive one MIT Class B common share for each share of MIC common stock they hold immediately prior to the Effective Time (other than shares of MIC common stock held by any wholly owned subsidiary of MIC, which will be cancelled in the Merger without payment of any consideration therefor), and (2) holders of shares of MIC Preferred Stock will receive, for each share of MIC Preferred Stock they hold immediately prior to the Effective Time, the MIC Preferred Stock Merger Consideration. The MIT Class B common shares are identical to the MIT common shares and vote together with the MIT common shares as a single class, except that (i) MIT does not intend to list the MIT Class B common shares on a national securities exchange in connection with the Merger and (ii) upon the six-month anniversary of the listing of MIT common shares for trading on a national securities exchange (or such earlier date or dates as may be approved by MIT’s board of trustees in certain circumstances with respect to all or any portion of the outstanding MIT Class B common shares), each MIT Class B common share will automatically, and without any shareholder action, convert into one listed MIT common share. MIC stockholders will receive cash in lieu of any fractional MIT Class B common shares to which they may be entitled. The MIC common stock is not listed on a national securities exchange. In connection with the MIT IPO, MIT intends to apply to list the MIT common shares on the NYSE under the ticker symbol “BEEP” and expects the listing to occur prior to the Effective Time. The closing of the MIT IPO is a condition to the closing of the Merger.

Treatment of Outstanding Warrants and MIC Equity Awards in the Merger

At the Effective Time, each outstanding warrant to purchase shares of MIC common stock will be converted into a warrant to purchase a number of MIT Class B common shares (or if exercised after the conversion of the MIT Class B common shares, MIT common shares) equal to the number of shares of MIC common stock that would have been issuable under each outstanding warrant at an exercise price per share equal to the per share exercise price of such warrant, with cash paid in lieu of fractional shares. Each warrant to purchase shares of MIC common stock will continue to be subject to the same vesting and other terms and conditions as were in effect immediately prior to the Effective Time.

At the Effective Time, each unvested and partially or fully vested MIC equity award will be converted into an award under an MIT equity compensation plan with respect to a number of MIT Class B common shares (or if exercised or vested after the conversion of the MIT Class B common shares, MIT common shares) (rounded down to the nearest whole share) equal to the number of shares of MIC common stock underlying the converted MIC equity award, with cash paid in lieu of fractional shares. Each MIC equity award will continue to be subject to the same vesting and other terms and conditions as were in effect immediately prior to the Effective Time.

All amounts payable in respect of such outstanding warrants and MIC equity awards will be subject to appropriate tax withholding.

Recommendation of the MIC Board of Directors (See page 82)

After careful consideration, on May 27, 2022, the MIC board of directors unanimously approved the Merger Agreement and declared and determined the Charter Amendments, the Merger and the other transactions contemplated by the Merger Agreement to be fair and reasonable and on terms no less favorable than would be available from unaffiliated third parties and advisable to, and in the best interests of, MIC, and recommended that the holders of MIC common stock approve the Charter Amendments and the Merger.

For the factors considered by the MIC board of directors in reaching its decision to approve the Merger Agreement and make the foregoing recommendation, see “The Merger—Recommendation of the MIC Board of Directors and Its Reasons for the Merger and the Other Transactions” beginning on page 82 of this proxy statement/prospectus.

Risks Relating to the Merger and the Other Transactions (See page 24)

You should carefully consider all of the risk factors together with all of the other information in this proxy statement/prospectus before deciding how to vote. The risks relating to the Merger and the other transactions are described under the caption “Risk Factors—Risks Relating to the Merger and the Other Transactions” beginning on page 24 of this proxy statement/prospectus. The principal risks relating to the Merger and the other transactions include the following:

the Merger is subject to the satisfaction or waiver of a number of conditions, and the failure to consummate the Merger could adversely affect the future business and financial results of MIC;

certain of MIT’s and MIC’s executive officers, trustees and directors may have interests in the Merger that are different from, or in addition to, the interests of MIC stockholders generally, which may create potential conflicts of interest or the appearance thereof, which may lead to lawsuits and other increased dissident shareholder activity; and

MIC is seeking the approval of its common stockholders of the Charter Amendments, which would delete from the MIC charter (i) restrictions on the voting of shares held by any director or affiliate of MIC with respect to any transaction between MIC and any such person, such as the Merger and (ii) provisions related to Roll-Up Transactions, such as the Merger. MIC stockholders will not be entitled to the benefit of these protections in connection with the Merger.

Stockholders Entitled to Vote; Votes Required (See page 74)

MIC stockholders who owned shares of MIC common stock at the close of business on the Record Date are entitled to notice of, and to vote at, the MIC special meeting. On the Record Date, there were shares of MIC common stock issued and outstanding and entitled to vote at the MIC special meeting, held by approximately holders of record. Each share of MIC common stock is entitled to one vote on each of the Charter Amendment Proposals, the Merger Proposal and the Adjournment Proposal. All holders of record of MIC Preferred Stock as of the Record Date are entitled to notice of, but may not vote at, the MIC special meeting.

The Charter Amendment Proposals and the Merger Proposal each requires the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding shares of MIC common stock at the MIC special meeting on such proposal. The Adjournment Proposal requires the affirmative vote of at least a majority of all the votes cast by holders of outstanding shares of MIC common stock entitled to vote at the MIC special meeting on such proposal. Pursuant to MIC’s bylaws, the chair of the MIC special meeting may adjourn the MIC special meeting to a later date or time, for any reason deemed necessary by the chair, in the discretion of the chair of the MIC special meeting and without any action by MIC stockholders.

See page 75 of this proxy statement/prospectus for a description of the effect of abstentions and broker non-votes with respect to the above proposals.

Your vote is very important. Please complete, sign, date and return your proxy card as promptly as possible. If you properly submit your proxy card but do not indicate how your shares of MIC common stock should be voted on a matter, the shares of MIC common stock represented by your properly completed proxy will be voted as the MIC board of directors unanimously recommends and therefore “FOR” the Voting Limitations Charter Amendment Proposal, “FOR” the Roll-Up Charter Amendment Proposal, “FOR” the Merger Proposal and “FOR”

the Adjournment Proposal. If you do not provide voting instructions to your broker, bank or other nominee, your MIC common stock will NOT be voted on such proposals at the meeting and will be considered broker non-votes with respect to such proposals.

Interests of MIT and MIC Executive Officers, Trustees and Directors in the Merger (See page 84)

Certain of MIT’s and MIC’s executive officers, trustees and directors have interests in the Merger that may be different from, or in addition to, the interests of MIC stockholders generally, which may create potential conflicts of interest or the appearance thereof. Each of the MIT board of trustees and the MIC board of directors were aware of these interests, among other matters, in approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and in recommending that MIC stockholders vote for the Merger Proposal. These interests include those discussed below and more fully in “The Merger—Interests of MIT and MIC Executive Officers, Trustees and Directors in the Merger” beginning on page 84 of this proxy statement/prospectus.

MIC’s executive officers and directors collectively beneficially owned shares of MIC common stock, or approximately % of the shares of MIC common stock outstanding as of the Record Date, and have indicated that they expect to vote “FOR” the Voting Limitations Charter Amendment Proposal, “FOR” the Roll-Up Charter Amendment Proposal, “FOR” the Merger Proposal assuming, in the case of certain directors and their affiliates, that the Voting Limitations Charter Amendment Proposal is approved and the Voting Limitations Charter Amendment is effective before a vote is taken on the Merger Proposal, and “FOR” the Adjournment Proposal. For further information, see “The MIC Special Meeting—Required Vote” on page 75 of this proxy statement/prospectus.

None of MIT’s or MIC’s executive officers, trustees or directors has any arrangement or understanding with either MIT or MIC concerning any type of compensation based on the Merger, but each of MIT’s and MIC’s executive officers, trustees and directors is entitled to certain rights to indemnification.

The transactions contemplated by the Merger Agreement and the terms thereof were separately approved and authorized by MIC’s disinterested directors and the MIC board of directors and by the MIT board of trustees.

No Stockholder Appraisal Rights in the Merger (See page 114)

MIC stockholders are not entitled to exercise any rights of an objecting stockholder in connection with the Charter Amendments or the Merger. Since the consummation of the Merger is conditioned on the approval of the Charter Amendment Proposals, a MIC stockholder who votes “no” with respect to the Merger will not be entitled to receive cash in an amount equal to the MIC stockholder’s pro rata share of the appraised value of MIC’s net assets, assuming the Roll-Up Charter Amendment Proposal and the Merger Proposal are approved.

Conditions to the Completion of the Merger (See page 113)

As more fully described in this proxy statement/prospectus and the Merger Agreement, the consummation of the Merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include:

the accuracy of MIC and MIT's representations and warranties made in the Merger Agreement;

the approval of each Charter Amendment and the Merger and the other transactions contemplated by the Merger Agreement;

the MIT IPO closing at least one business day prior to the Effective Time; and

the delivery of a written opinion of counsel to each of MIT and MIC that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the IRC.

Neither MIT nor MIC can be sure when, or if, the conditions to the Merger will be satisfied or waived, or that the Merger will be completed.

Regulatory Approvals (See page 85)

Neither MIT nor MIC is aware of any regulatory approvals that would prevent the consummation of the Merger.

Trustees and Management of the Combined Company (See page 136)

The trustees and officers of MIT immediately prior to the Effective Time will continue to be the trustees and officers of the combined company immediately after the Effective Time, each to serve until the earlier of his or her resignation or removal or the due election and qualification of his or her successor, in each case in accordance with the MIT amended and restated declaration of trust, or the MIT declaration of trust, and MIT’s amended and restated bylaws, or the MIT bylaws.

Expected Timing of the Merger (See page 110)

Unless the parties otherwise agree in writing, upon the terms and subject to the conditions of the Merger Agreement, Maryland REIT Law and MGCL, the closing of the Merger will take place at the Effective Time.

The Merger is expected to close one business day following the closing of the MIT IPO. The MIT IPO is subject to the completion of the SEC’s review process and to market and other conditions; therefore, the expected date of the MIT IPO and the closing date of the Merger have not yet been determined. The M erger is subject to various conditions, and it is possible that factors beyond MIT’s and MIC’s control could result in the Merger not being completed. For further information, see “Risk Factors—Risks Relating to the Merger and the Other Transactions” beginning on page 24 of this proxy statement/prospectus.

Termination of the Merger Agreement (See page 113)

The Merger Agreement will be terminated and of no further force and effect on (i) March 31, 2023 if the MIT IPO has not closed prior to such date, or (ii) earlier by the mutual written agreement of MIT and MIC; provided, however, that the Merger Agreement may not be terminated following the pricing of the MIT IPO unless the MIT IPO does not close following such pricing in accordance with the terms of the underwriting agreement to be entered into between MIT and the underwriters in the MIT IPO.

Material Federal Income Tax Consequences of the Merger (See page 87)

The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the IRC, and the consummation of the Merger is conditioned on the receipt by each of MIT and MIC of an opinion from their counsel that (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the IRC and (ii) MIT and MIC will each be a party to that reorganization within the meaning of Section 368(b) of the IRC. Accordingly, it is expected that holders of MIC common stock generally will not recognize gain or loss for federal income tax purposes in connection with the Merger (other than gain or loss with respect to cash received in lieu of fractional MIT Class B common shares, if any). In addition, it is expected that neither MIT nor MIC will recognize any gain or loss as a result of the Merger. MIT will inherit MIC’s tax attributes and would generally be liable for unpaid taxes, including penalties and interest (if any), of MIC.

REIT Qualification (See page 90)

Following the MIT IPO and the Merger, MIT intends to elect to be taxed as a REIT for federal income tax purposes commencing with its taxable year ending December 31, 2022. MIT believes that it is organized and has operated in a manner that will allow MIT to qualify for taxation as a REIT for federal income tax purposes commencing with MIT’s 2022 taxable year, and MIT intends to continue to be organized and to operate in this manner, but no assurance can be given that MIT will operate in a manner so as to qualify or remain qualified as a REIT. In order to qualify as a REIT for federal income tax purposes, MIT must continually satisfy a number of organizational and operational requirements, including requirements relating to the qualification of sources of its

income as rents from real property and certain other specified types of income, the composition and values of its assets, the amounts MIT distributes to its shareholders and the diversity of ownership of MIT shares of beneficial interest. To comply with the REIT requirements, MIT may need to forgo otherwise attractive opportunities and limit its expansion opportunities and the manner in which MIT conducts its operations. See “Risk Factors—Risks Related to Our Taxation”. As a REIT, MIT will be subject to federal income tax, but MIT generally will not owe federal income tax on its REIT taxable income, including any net capital gains, that MIT distributes to its shareholders. If MIT fails to qualify as a REIT in any taxable year, MIT will owe federal income tax at regular corporate rates. Even if MIT qualifies for taxation as a REIT, MIT may also be subject to some federal, state and local taxes on its income or property. In addition, the income of any taxable REIT subsidiary that MIT owns will be subject to taxation at regular corporate rates. See “Material Federal Income Tax Considerations”.

MIC elected to be taxed as a REIT for federal income tax purposes and operated in a manner that allowed it to qualify as a REIT for federal income tax purposes through its taxable year ended December 31, 2019. As a consequence of lease modifications entered into during the COVID-19 pandemic, MIC earned income from a number of distressed tenants that did not constitute qualifying REIT income for purposes of the annual REIT gross income tests, and, as a result, MIC was not in compliance with the annual REIT income tests for its taxable year ended December 31, 2020. Accordingly, MIC did not qualify as a REIT in 2020 and has been taxed as a C corporation beginning with its taxable year ended December 31, 2020. If MIT were considered a “successor” to MIC under the IRC and applicable Treasury Regulations, MIT may be ineligible to elect REIT status until its 2025 taxable year. MIT believes that it will not be considered a “successor” to MIC for purposes of such provisions. See “Material Federal Income Tax Considerations—REIT Qualification Requirements”.

Accounting Treatment of the Merger (See page 85)

The MIT IPO and the Merger will be accounted for as a reverse recapitalization of MIC contemporaneous with the initial public offering of the common shares of MIT. Under this method of accounting, MIT is treated as the “acquired” company and MIC is treated as the acquirer for financial statement reporting purposes under GAAP. Accordingly, for accounting purposes, the Merger will be treated as the equivalent of MIC issuing stock for the net assets of MIT, accompanied by a recapitalization with a contemporaneous initial public offering of the common shares of MIT. The net assets of MIC will be stated at historical cost, with no incremental goodwill or other intangible assets recorded.

For a more detailed description of the accounting treatment of the Merger, see “The Merger—Accounting Treatment of the Merger” beginning on page 85 of this proxy statement/prospectus.

The MIC Special Meeting (See page 74)

The MIC special meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. No physical meeting will be held on , 2022, at , Eastern Time. You may vote at the MIC special meeting if you owned shares of MIC common stock at the close of business on the Record Date. On the Record Date, there were shares of MIC common stock outstanding and entitled to vote at the MIC special meeting. Each share of MIC common stock is entitled to cast one vote on all matters that come before the MIC special meeting.

At the MIC special meeting, MIC stockholders will be asked to consider and vote upon:

the Voting Limitations Charter Amendment Proposal;

the Roll-Up Charter Amendment Proposal;

the Merger Proposal; and

the Adjournment Proposal.

The approval of the Charter Amendment Proposals and the Merger Proposal is a condition to the completion of the Merger. If the Charter Amendment Proposals and the Merger Proposal are not approved, the Merger will not be completed; however, MIC and MIT may waive approval of the Charter Amendment Proposals as a condition to the Merger, but does not currently intend to waive the approval of the Roll-Up Charter Amendment Proposal.

Approval of the Charter Amendment Proposals and the Merger Proposal each requires the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding shares of MIC common stock at the MIC special meeting on such proposal. The approval of the Adjournment Proposal requires the affirmative vote of at least a majority of all the votes cast by holders of outstanding shares of MIC common stock entitled to vote at the MIC special meeting on such proposal.

As of the Record Date, approximately % of the outstanding shares of MIC common stock were beneficially owned by MIC’s current executive officers and directors. MIC currently expects that MIC’s executive officers and directors will vote the shares they beneficially own in favor of the Charter Amendment Proposals, the Merger Proposal and the Adjournment Proposal, although none has entered into any agreements obligating them to do so.

The MIC board of directors unanimously recommends that the MIC stockholders vote “FOR” all of the proposals set forth above.

Comparison of Rights of MIT Shareholders and MIC Stockholders (See page 174)

If the Merger is consummated, MIC stockholders will become MIT shareholders. The rights of MIC stockholders are currently governed by and subject to the provisions of the MGCL, the MIC charter and the MIC bylaws. Upon the consummation of the Merger, the rights of the former MIC stockholders who receive MIT Class B common shares in connection with the Merger will continue to be governed by certain provisions of the MGCL and will be governed by the Maryland REIT Law, the MIT declaration of trust and the MIT bylaws.

Summary Historical and Pro Forma Selected Financial Data

The following tables show summary selected financial data on (1) a historical basis for MIC and (2) on a pro forma basis for MIC giving effect to property acquisitions made during 2021. Summary selected financial data for MIT on a historical basis has not been presented because MIT has had limited activity since its formation and because MIC and MIT believe that a discussion of the historical financial condition and results of operations of MIT would not be meaningful.

The MIC summary historical financial data as of and for the years ended December 31, 2021 and 2020 has been derived from MIC's audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The MIC summary historical financial data as of and for the three months ended March 31, 2022 and 2021 has been derived from the unaudited consolidated financial statements included elsewhere in this proxy statement/prospectus. The pro forma summary historical financial data for the year ended December 31, 2021 has been derived from the pro forma financial statements included elsewhere in this proxy statement/prospectus. The summary historical and pro forma financial data is not necessarily indicative of results to be expected in future periods.

The following tables should be read together with, and are qualified in their entirety by reference to, the historical consolidated financial statements and the accompanying notes and schedule appearing elsewhere in this proxy statement/prospectus. Among other things, the historical consolidated financial statements include more detailed information regarding the basis of presentation for the information in the following tables. The tables should also be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations".

The summary selected financial and pro forma financial information below and the financial statements included in this proxy statement/prospectus do not necessarily reflect what our results of operations, financial position and cash flows would have been if we had operated as a separate company during all periods presented, and, accordingly, this historical and pro forma information should not be relied upon as an indicator of MIT's or MIC's future performance.

	For the Years Ended December 31,						For the Three Months Ended March 31,
	2020 (audited)		2021 (audited)		2021 Pro Forma (unaudited)		2021 (unaudited)		2022 (unaudited)
Revenues
Rental revenue	$	15,319,000	$	11,970,000	$	12,557,000	$	3,223,000	$	2,051,000
Percentage rent income		448,000		3,988,000		3,988,000		147,000		4,329,000
Management income		827,000		4,466,000		9,504,000		341,000		—
Total revenues		16,594,000		20,424,000		26,049,000		3,711,000		6,380,000

Operating expenses
Property taxes		4,799,000		5,382,000		7,145,000		1,129,000		1,836,000
Property operating expense		1,496,000		1,583,000		1,770,000		282,000		837,000
General and administrative		6,029,000		6,530,000		6,530,000		1,432,000		1,506,000
Professional fees		970,000		2,645,000		2,645,000		1,774,000		1,988,000
Acquisition expenses		3,000		—		—		—		—
Impairment of investments in real estate		14,115,000		—		—		—		—
Depreciation and amortization		5,206,000		5,850,000		7,364,000		1,258,000		1,967,000
Total operating expenses		32,618,000		21,990,000		25,454,000		5,875,000		8,134,000

	For the Years Ended December 31,										For the Three Months Ended March 31,
		2020 (audited)			2021 (audited)			2021 Pro Forma (unaudited)			2021 (unaudited)			2022 (unaudited)
Other income (expense)
Interest expense			(9,274,000	)		(9,536,000	)		(10,443,000	)		(2,204,000	)		(2,539,000	)
Gain on sale from investments in real estate			694,000			—			—			—			—
PPP loan forgiveness			—			348,000			348,000			—			—
Other Income			151,000			217,000			217,000			—			15,000
Settlement income			370,000			—			—			—			—
Income from or gain on consolidation of DST			34,000			360,000			360,000			—			—
Settlement of deferred management internalization			—			10,040,000			10,040,000			—			—
Transaction expenses			—			(12,224,000	)		(12,224,000	)		—			—
Total other expense			(8,025,000	)		(10,795,000	)		(11,702,000	)		(2,204,000	)		(2,524,000	)

Net loss			(24,049,000	)		(12,361,000	)		(11,107,000	)		(4,368,000	)		(4,278,000	)
Net loss attributable to non-controlling interest			(575,000	)		(1,297,000	)		(1,297,000	)		—			(2,472,000	)
Net loss attributable to MIC’s stockholders			(23,474,000	)		(11,064,000	)		(9,810,000	)		(4,368,000	)		(1,806,000	)

Preferred stock distributions declared - Series A			(216,000	)		(216,000	)		(216,000	)		(54,000	)		(54,000	)
Preferred stock distributions declared - Series 1			(2,784,000	)		(2,784,000	)		(2,784,000	)		(696,000	)		(696,000	)
Net loss attributable to Mobile Infrastructure Corporation’s common stockholders			(26,474,000	)		(14,064,000	)		(12,810,000	)		(5,118,000	)		(2,556,000	)

Basic and diluted loss per weighted average common share:
Net loss per share attributable to MIC’s stockholders common stockholders - basic and diluted		$	(3.62	)	$	(1.82	)	$	(1.72	)	$	(0.66	)	$	(0.33	)
Weighted average common shares outstanding, basic and diluted			7,329,045			7,741,192			7,741,192			7,731,781			7,762,375

	As of December 31,				As of March 31,
	2020 (audited)		2021 (audited)		2021 (unaudited)		2022 (unaudited)
Balance Sheet Information:
Total investments in real estate, net	$	278,464,000	$	407,575,000	$	295,641,000	$	405,901,000
Total assets	$	293,732,000	$	429,147,000	$	290,791,000	$	424,635,000
Total liabilities	$	182,914,000	$	223,323,000	$	184,947,000	$	223,839,000
Total equity	$	110,818,000	$	205,824,000	$	105,844,000	$	200,796,000

	Year ended December 31,						Three months ended March 31,
	2020 (audited)			2021 (audited)			2021 (unaudited)			2022 (unaudited)
Cash Flow Information:
Net cash used in operating activities	$	(6,309,000	)	$	(20,060,000	)	$	(1,689,000	)	$	(659,000	)
Net cash (used in) provided by investing activities	$	1,492,000		$	(20,252,000	)		—		$	(288,000	)
Net cash provided by financing activities	$	1,068,000		$	48,967,000		$	906,000		$	(1,288,000	)

	As of December 31,									As of March 31,
	2020 (audited)			2021 (audited)			2021 Pro Forma (unaudited)			2021 (unaudited)			2022 (unaudited)
Other Information:
Common shares outstanding at end of period		7,727,696			7,762,375			7,762,375			7,739,951			7,762,375
Number of properties at end of period		39			44			44			44			44
Percent leased at end of period		100	%		100	%		100	%		100	%		100	%
Adjusted EBITDA⁽¹⁾	$	1,386,000		$	2,581,000		$	5,733,000		$	(1,656,000	)	$	1,950,000
FFO attributable to common shareholders⁽²⁾	$	(7,884,000	)	$	(8,230,000	)	$	(5,985,000	)	$	(3,860,000	)	$	(698,000	)
AFFO attributable to common shareholders⁽²⁾	$	(8,207,755	)	$	(6,940,555	)	$	(4,696,000	)	$	(4,023,000	)	$	(927,000	)

(1)

Adjusted earnings before interest, taxes, depreciation and amortization, or Adjusted EBITDA, is a non-GAAP financial measure that MIC calculates as net income (loss) attributable to common shareholders, adjusted for (provision for) / benefit from income taxes, depreciation and amortization, net, interest income (expense), other income (expense), provision of impairment of investment in real estate, settlement of deferred management internalization, transaction expenses, gain from sale of investments in real estate, income from or gain on consolidation of MVP St. Louis Cardinal Lot, DST, a Delaware Statutory Trust, or DST, Paycheck Protection Program, or PPP, loan forgiveness and share-based expense. MIC believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating its operating results in the same manner as our management and MIC’s board of directors. MIC has included Adjusted EBITDA in this proxy statement/prospectus because it is a key measure MIC uses to evaluate its financial and operating performance, generate future operating plans and make strategic decisions for the allocation of capital. Accordingly, MIC believes that adjusted EBITDA provides useful information to investors and others in understanding and evaluating its operating results in the same manner as MIC’s management and board of directors. Adjusted EBITDA should not be considered as an alternative to net income or operating income as an indicator of MIC’s operating performance or as a measure of our liquidity. This measure should be considered in conjunction with net income and operating income as presented in MIC’s combined statements of comprehensive income. Other real estate companies may calculate Adjusted EBITDA differently than MIC does.

(2)

Funds from operations, or FFO, is a non-GAAP financial measure that MIC calculates on the basis defined by the National Association of Real Estate Investment Trusts, or Nareit, which is net income (loss) attributable to common shareholders, calculated in accordance with GAAP, plus real estate depreciation and amortization and provision of impairment in real estate, minus gain from sale of investments in real estate as well as certain other adjustments currently not applicable to MIC. MIC considers FFO to be an appropriate supplemental measure of its performance, along with net income and operating income. MIC believes that FFO provides useful information to investors because by excluding the effects of certain historical amounts, such as depreciation expense, FFO may facilitate a comparison of MIC’s operating performance between periods and with other comparable companies. Similarly, adjusted funds from operations, or AFFO, is a non-GAAP financial measure that MIC calculates by deducting recurring capital expenditures, settlement of deferred management internalization, transaction expenses, income from or gain on consolidation of DST, PPP loan forgiveness and straight-line rent from FFO and adding transaction expenses. MIC considers AFFO to be an appropriate supplemental measure of its performance, along with net income and operating income. MIC believes that AFFO provides useful information to investors because by excluding the effects of recurring capital expenditures and straight-line rent as required to reported according to GAAP, AFFO may facilitate a comparison of its operating performance between periods and with other comparable companies. FFO and AFFO will be among the factors considered by MIT’s board of trustees when

determining the amount of distributions to our shareholders. Other factors may include, but will not be limited to, MIT’s financial condition, results of operations, liquidity, capital requirements, cash available for distribution, or CAD, restrictive covenants in MIT’s financial or other contractual arrangements, economic conditions, requirements in the IRC to qualify for taxation as a REIT and restrictions under Maryland law. FFO and AFFO do not represent cash generated by operating activities in accordance with GAAP and should not be considered as an alternative to net income or operating income as an indicator of our operating performance or as a measure of liquidity. These measures should be considered in conjunction with net income and operating income as presented in MIC’s combined statements of comprehensive income. Other real estate companies may calculate FFO and AFFO differently than MIC does.

	Year Ended December 31,									Three Months Ended March 31,
	2020			2021			2021 Pro Forma			2021			2022
Reconciliation of Net Income (Loss) to Adjusted EBITDA:
Net income (loss) attributable to common shareholders	$	(26,474,000	)	$	(14,064,000	)	$	(12,810,000	)	$	(5,118,000	)	$	(2,556,000	)
Plus: interest expense		9,274,000			9,536,000			10,443,000			2,204,000			2,539,000
Plus: depreciation and amortization		5,206,000			5,850,000			7,364,000			1,258,000			1,967,000
EBITDA	$	(11,994,000	)	$	1,322,000		$	4,997,000		$	(1,656,000	)	$	1,950,000
Minus: other income (expense), net		(151,000	)		(217,000	)		(217,000	)		—			—
Plus: provision of impairment of investment in real estate		14,115,000			—			—			—			—
Minus: settlement of deferred management internalization		—			(10,040,000	)		(10,040,000	)		—
Plus: transaction expenses		—			12,224,000			12,224,000			—			—
Minus: gain from sale of investments in real estate		(694,000	)		—			—			—			—
Minus: income from or gain on consolidation of DST		(34,000	)		(360,000	)		(360,000	)		—			—
Minus: PPP loan forgiveness		—			(348,000	)		(348,000	)		—			—
Plus: share-based expense		144,000			—			—			—			—
Adjusted EBITDA	$	1,386,000		$	2,581,000		$	5,256,000		$	(1,656,000	)	$	1,950,000
Reconciliation of Net Income to FFO and AFFO:
Net income attributable to common shareholders	$	(26,474,000	)	$	(14,064,000	)	$	(12,810,000	)	$	(5,118,000	)	$	(2,556,000	)
Plus: depreciation and amortization		5,169,000			5,834,000			7,348,000			1,258,000			1,858,000
Plus: provision of impairment of investment in real estate		14,115,000			—						—			—
Minus: gain from sale of investments in real estate		(694,000	)		—						—			—
FFO attributable to common shareholders	$	(7,884,000	)	$	(8,230,000	)	$	(5,462,000	)	$	(3,860,000	)	$	(698,000	)
Minus: recurring capital expenditures		(217,755	)		(321,000	)		(321,000	)		(165,000	)		(237,000	)

Comparative MIT and MIC Market Price and Distribution Information

MIT’s Market Price Data

Neither the MIT common shares nor the MIT Class B common shares are currently traded on a national securities exchange. In connection with the MIT IPO, MIT intends to apply to list the MIT common shares on the NYSE under the ticker symbol “BEEP” and expects the listing to occur prior to the Effective Time. The MIT Class B common shares will not be traded on a national securities exchange.

Distributions on MIT Common Shares

No distributions have been paid on the MIT common shares. There will be no MIT Class B common shares outstanding prior to the Effective Time.

MIC’s Market Price Data

The MIC common stock is not traded on a national securities exchange.

Distributions on MIC Common Stock

No distributions have been paid on the shares of MIC common stock since 2018.

In addition to the other information included or referred to in this proxy statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 51 of this proxy statement/prospectus, you should carefully consider the following risks before deciding how to vote your shares of MIC common stock. You should also read and consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. For further information, see “Where You Can Find More Information” beginning on page i of this proxy statement/prospectus.

Throughout the below section unless otherwise indicated or the context otherwise requires, references to “we”, “our”, “us” or “the Company” refer to MIT and its subsidiaries prior to the Merger and to MIT as the surviving entity resulting from the Merger, together with its consolidated subsidiaries, after giving effect to the Merger. MIT currently does not conduct any business.

As a result of the timing of the MIT IPO and the MIC special meeting, MIC stockholders will not know the value of the MIT Class B common shares they will receive in the Merger when they vote on the Merger.

MIT does not plan to commence the road show for the MIT IPO until some time after receipt of the MIC stockholder approval of the Charter Amendments and the Merger at the MIC special meeting. As a result, MIC stockholders will not know the value of the MIT Class B common shares they will receive in the Merger when they vote on the Merger.

There will be no public market for the MIT Class B common shares received in the Merger until they are converted into MIT common shares.

There will be no public market for the MIT Class B common shares. Until the MIT Class B common shares convert into MIT common shares and become listed on a national securities exchange, they cannot be traded on a national securities exchange. As a result, holders of the MIT Class B common shares will have very limited, if any, liquidity options with respect to their MIT Class B common shares until such conversion.

The Merger is subject to the satisfaction or waiver of conditions that may not be satisfied or completed on a timely basis, if at all. Failure to consummate the Merger could adversely affect the future business and financial results of MIC.

The consummation of the Merger is subject to the satisfaction or waiver of a number of conditions, including, among others, the closing of the MIT IPO and MIC stockholder approval of the Charter Amendments and the Merger. These conditions make the completion, and the timing of the completion, of the Merger uncertain. See the section entitled “The Merger Agreement—Description of the Merger Agreement—Conditions

to the Completion of the Merger” beginning on page 113 of this proxy statement/prospectus for a more detailed discussion. In addition, the Merger Agreement will terminate if the Merger is not completed by March 31, 2023 or by the earlier written agreement of MIT and MIC; except that the Merger Agreement may not be terminated following the pricing of the MIT IPO unless the MIT IPO does not close following such pricing in accordance with the terms of the underwriting agreement to be entered into between MIT and the underwriters in the MIT IPO.

MIT and MIC cannot provide assurance that the Merger will be consummated on the terms or timeline currently contemplated, or at all. If the Merger is not completed on a timely basis, or at all, MIC may be adversely affected and subject to a number of risks, including the following:

MIC may waive one or more of the conditions to the Merger without re-soliciting stockholder approval.

MIC may determine to waive, in whole or in part, one or more of the conditions to its obligation to consummate the Merger (other than the conditions that each of MIT and MIC receive opinions of counsel (i) that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the IRC and (ii) that MIT and MIC will each be a party to that reorganization within the meaning of Section 368(b) of the IRC). Any determination whether to waive any condition to the Merger and whether to re-solicit stockholder approval or amend this proxy statement/prospectus as a result of a waiver will be made by MIC at the time of such waiver based on the facts and circumstances as they exist at that time.

Failure to consummate the Merger as currently contemplated or at all could adversely affect the future business and financial results of MIC.

The Merger may be consummated on terms different than those contemplated by the Merger Agreement, or the Merger may not be consummated at all. If the Merger is not completed, or is completed on different terms from those contemplated by the Merger Agreement, MIC could be adversely affected and subject to a variety of risks associated with the failure to consummate the Merger, or to consummate the Merger as contemplated by the Merger Agreement, including the following:

Any delay in the consummation of the Merger or any uncertainty about the consummation of the Merger on terms other than those contemplated by the Merger Agreement, or if the Merger is not completed, could materially adversely affect the business, financial results and stock price of MIC.

The ownership interests of MIC stockholders will be diluted by the consummation of the Merger, and MIC stockholders will exercise less influence over management than they exercised before the Merger.

MIC stockholders have the right to vote in the election of the MIC board of directors and on certain other matters affecting MIC. As a result of the MIT IPO and Merger, MIC stockholders will have an ownership stake in MIT that is smaller than their current stake in MIC. Upon the consummation of the Merger, based upon the

number of shares of MIT common shares and shares of MIC common stock outstanding as of the date of this proxy statement/prospectus and assuming the issuance of MIT common shares in the MIT IPO, MIT and MIC estimate that the MIC stockholders immediately prior to the Merger will own 100% of the MIT Class B common shares outstanding immediately after the Merger and approximately % of the MIT common shares outstanding immediately after the Merger, assuming the conversion of all the MIT Class B common shares to MIT common shares, no exercise of the underwriters’ overallotment option, if any, in the MIT IPO, and no MIC stockholders purchase any MIT common shares in the MIT IPO or on the open market before the Merger closes. Consequently, MIC stockholders may have less inﬂuence over the management and policies of the combined company after the Effective Time than they currently exercise over the management and policies of MIC.

Certain of MIT’s and MIC’s executive officers, directors and trustees may have interests in the Merger that are different from, or in addition to, the interests of MIC stockholders generally. This may create potential conflicts of interest or the appearance of such conflicts, which may lead to increased dissident shareholder activity, including litigation, which could result in significant costs for MIT and MIC and could materially delay or prevent the completion of the Merger.

The interests of MIC’s executive officers and directors include, among other things, the continued service as a trustee or executive officer of the combined company following the Merger and certain rights to continuing indemnification and directors’ and officers’ liability insurance for MIC’s executive officers and directors.

The interests of MIC’s directors and executive officers in the Merger may increase the risk of litigation intended to enjoin or prevent the Merger and the risk of other related dissident shareholder activity. In the past, and in particular following the announcement of a significant transaction, periods of volatility in the overall market or declines in the market price of a company’s securities, shareholder litigation and dissident shareholder proposals have often been instituted against companies alleging conflicts of interest in business dealings with affiliated or related persons and entities. The relationships described above may precipitate such activities by dissident shareholders and, if instituted against MIT or MIC or their respective executive officers, directors and trustees, such activities could result in substantial costs, a material delay or prevention of the Merger and a diversion of management’s attention, even if the shareholder action is without merit or unsuccessful.

For further information about these interests, see “The Merger—Interests of MIT and MIC Executive Officers, Trustees and Directors in the Merger” beginning on page 84 of this proxy statement/prospectus.

Lawsuits may be commenced seeking to enjoin or prevent the Merger or seeking other relief which may delay or prevent the completion of the Merger and result in MIT or MIC incurring substantial costs.

Public company merger and acquisition transactions are often subject to lawsuits initiated by plaintiffs seeking to enjoin or prevent the transaction or obtain other relief. MIT, MIC and their respective executive officers, directors, trustees and advisors may become subject to similar litigation with respect to the Merger. Any such lawsuit could seek, among other things, injunctive or other equitable relief, including a request to rescind parts of the Merger Agreement and otherwise to enjoin the parties from consummating the Merger, as well as to require payment of fees and other costs by the defendants. MIT and MIC may incur substantial costs defending any such lawsuit, including the distraction of management’s attention, even if such lawsuits are without merit or unsuccessful. No assurance can be made as to the outcome of any such lawsuits. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the Merger or in obtaining other relief, the completion of the Merger may be prevented or delayed or its terms could change.

MIC is seeking the approval of its common stockholders of the Charter Amendments, which would delete from the MIC charter (i) restrictions on the voting of shares held by any director or affiliate of MIC with respect to any transaction between MIC and any such person, such as the Merger, and (ii) provisions related to Roll-Up Transactions, such as the Merger; MIC stockholders will not be entitled to the benefit of these protections in connection with the Merger.

MIC is seeking the approval of its common stockholders of the Charter Amendments. If adopted, the Charter Amendments would delete restrictions on the voting of shares held by, among others, any director or affiliate of MIC, with respect to any transaction between MIC and any such person, which would eliminate certain protections for MIC stockholders that would have applied to certain transactions, including the Merger. The MIC charter provides that with respect to shares owned by any director or affiliate, such director or affiliate may not vote or consent on

matters submitted to the stockholders with respect to any transaction between MIC and any such person. Pursuant to this provision of the MIC charter, MIC’s directors and affiliates would not be entitled to vote the shares of common stock they beneficially own on the Merger Proposal, as MIT is owned by an affiliate of certain MIC directors.

In addition, if adopted, the Charter Amendments would delete provisions related to Roll-Up Transactions from the MIC charter, which would eliminate certain protections that would have applied to certain transactions, including the Merger. Pursuant to these Roll-Up Transactions provisions of the MIC charter, MIC stockholders who vote “no” on the Merger Proposal would be entitled to the choice of: (1) accepting the MIT Class B common shares or (2) one of the following: (a) remaining as holders of shares of MIC common stock and preserving their interests therein on the same terms and conditions as existed previously or (b) receiving cash in an amount equal to the stockholder’s pro rata share of the appraised value of MIC’s net assets. In addition, under the MIC charter, MIC would be prohibited from participating in any Roll-Up Transaction: (1) that would result in the common stockholders having voting rights in a Roll-Up Entity that are less than those provided in the MIC charter, (2) that includes provisions that would operate to materially impede or frustrate the accumulation of shares by any purchaser of the securities of the Roll-Up Entity, except to the minimum extent necessary to preserve the tax status of the Roll-Up Entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the Roll-Up Entity on the basis of the number of shares held by that investor, (3) in which investors’ rights to access of records of the Roll-Up Entity will be less than those provided

in the MIC charter, or (4) in which any of the costs of the Roll-Up Transaction would be borne by MIC if the Roll-Up Transaction is rejected by the MIC stockholders. The provisions of the MIC charter subject to the Roll-Up Charter Amendment would also require MIC to obtain an appraisal of its assets from an independent appraiser.

MIC believes that these provisions, if not amended, would make the Merger more difficult and costly to complete. Because of the effect of these provisions on the Merger, the MIC board of directors determined that it was necessary to amend the MIC charter to eliminate these provisions effective immediately prior to the completion of the Merger. Because the Merger is conditioned on approval of the Charter Amendments, MIC stockholders will not be entitled to the benefit of these protections in connection with the Merger.

The MIT declaration of trust does not contain certain protections contained in the MIC charter, and MIC stockholders will lose such protections if the Merger is consummated.

The MIC charter includes certain provisions required by the NASAA REIT Guidelines which apply to REITs with shares that are publicly registered with the SEC but are not listed on a national securities exchange, including certain director removal rights. The MIT declaration of trust does not include provisions based on the NASAA REIT Guidelines, and such guidelines would not apply to MIT. If the Merger is consummated, the MIC charter would no longer be applicable and MIC stockholders would no longer have the benefit of the protections provided by the NASAA REIT Guidelines set forth in the MIC charter. See “Comparison of Rights of MIT Shareholders and MIC Stockholders” beginning on page 174.

The Merger and Charter Amendments are each subject to approval by MIC stockholders.

In order for the Merger to be completed, MIC stockholders must approve the Charter Amendment Proposals and the Merger Proposal, each of which requires the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding shares of MIC common stock on such proposals.

MIC is a party to certain agreements that may contain prepayment, termination or other rights following a “change in control” or “sale of all or substantially all” of the party’s assets. Any counterparty to such agreements, or holder of debt securities governed by such agreements, may request modifications of its respective agreements as a condition to granting a waiver or consent under such agreements, or they may elect not to grant a waiver or consent. To the extent any counterparty to such agreements requests modifications of its respective agreements as a condition to granting a waiver or consent under such agreements, MIC will use reasonable efforts to accommodate such modification, but such modifications may not be satisfactory to such counterparty or may not occur. There is no assurance that such counterparties or holders of debt securities will not assert otherwise and seek to exercise any such rights, including termination or repurchase rights where available, that the exercise of any such rights will not adversely affect MIT, MIC or the combined company or that any modifications of such agreements will not materially and adversely affect MIT, MIC or the combined company.

MIC and the Operating Partnership will incur substantial costs related to the MIT IPO and the Merger.

MIC and the Operating Partnership will incur significant costs in connection with the MIT IPO and Merger and may incur other unanticipated costs. While each company has assumed that a certain level of transaction expenses will be incurred, there are factors beyond each company’s control that could affect the total amount or the timing of those expenses. Many of the expenses that may be incurred, by their nature, are difficult to estimate accurately at the current time.

On March 7, 2022, MIT entered into a letter agreement with MIC and the Operating Partnership, pursuant to which MIC and the Operating Partnership agreed to be allocated, bear and (where practicable) pay directly the fees and expenses related to the MIT IPO and the Merger, which costs, fees, expenses, and other expenditures include, without limitation, all legal and other advisor fees. MIT is not required to reimburse MIC or the Operating Partnership for any of these costs and expenses.

The COVID-19 pandemic has had, and may continue to have, a material adverse effect on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations, and its duration and ultimate lasting impact is unknown.

The COVID-19 pandemic and the restrictions intended to prevent its spread have had a significant adverse impact on economic and market conditions around the world, including in the United States. These conditions have had, and may continue to have, a material adverse impact on our business. In particular, many of our parking facilities are located near government buildings and courthouses and event centers, which depend in large part on consumer traffic, and conditions that lead to a decline in consumer traffic have had a material and adverse impact on those businesses. Many state and local governments restricted public gatherings or required people to shelter in place, which also had, in some cases, eliminated or severely reduced the demand for parking. Such events have adversely impacted and may continue to adversely impact our tenants’ operations and/or cause the temporary closure of our tenants’ businesses, which could significantly disrupt or cause a closure of their operations and, in turn, significantly impact or eliminate the rental revenue we generate from our leases with them. In particular, our tenants pay us percentage rent, which is based on the amount by which gross revenues of each parking facility exceeds a base amount; therefore, declines in occupancy and the decreases in utilization resulting from the restrictions intended to prevent the spread of COVID-19 and the disruption or closure of our tenants’ operations as a result of the COVID-19 pandemic have reduced, and may in the future reduce, the annualized parking revenues we earn.

The COVID-19 pandemic has also resulted in reduced discretionary spending, reduced travel and other activity. Users of our parking facilities include workers who commute by car to their places of employment in these urban centers. The return on our investments has been and may continue to be materially adversely affected by restrictions in reaction to the COVID-19 pandemic and may further continue to be materially adversely affected to the extent that economic conditions result in the elimination of jobs or the migration of jobs from the urban centers where our parking facilities are situated to other locations.

Although occupancy and utilization at our parking facilities are beginning to recover from their low point experienced during the COVID-19 pandemic, they remain below pre-COVID-19 pandemic levels and may continue indefinitely. We may experience future declines as a result of a resurgence of the COVID-19 pandemic from time-to-time or otherwise.

The duration and ultimate impact of the COVID-19 pandemic is not known. Our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations may continue to be negatively impacted as a result of the COVID-19 pandemic and may remain at depressed levels compared to pre-COVID-19 pandemic levels for an extended period, which would have a material adverse effect on the value and trading price of the MIT common shares.

An increase in fuel prices may adversely affect our operating environment and costs.

Fuel prices have a direct impact on the ability and frequency of consumers to engage in activities related to transportation. Increases in the price of fuel may result in higher transportation costs and adversely affect consumer use at our parking garages. Increases in fuel costs also can lead to other non-recoverable, direct expense increases to

us through, for example, increased costs of energy. Increases in energy costs for our tenants are typically recovered from lessees, although our share of energy costs increases as a result of lower occupancies, and higher operating cost reimbursements impact the ability to increase underlying rents. Rising fuel prices also may increase the cost of construction and the cost of materials that are petroleum-based, thus affecting the development of our existing assets or our tenants’ ongoing development projects.

We have a limited operating history which makes our future performance difficult to predict.

MIC was formed on May 4, 2015 and, on December 15, 2017, merged with MVP REIT, Inc., a Maryland corporation formed on April 3, 2012. MIC internalized its management function effective April 1, 2019 and the current management team has been in place since August 2021. We were formed in March 2022. Accordingly, we have a limited operating history, particularly as an internally managed company. Shareholders should not assume that our future performance will be similar to the past performance of MIC. Our lack of operating history increases the risk and uncertainty that shareholders face in making or holding an investment in the MIT common shares.

MIC has experienced net losses in the past, and we may experience additional net losses in the future.

Historically, MIC has experienced net losses (calculated in accordance with GAAP), and we may not be profitable or realize growth in the value of our portfolio. Many of MIC’s losses can be attributed to start-up costs, depreciation and amortization, as well as acquisition expenses incurred in connection with purchasing properties or making other investments. For a further discussion of our operational history and the factors affecting our net losses, see “Selected Combined Historical and Pro Forma Financial Information” in this proxy statement/prospectus and the combined and condensed financial statements appearing elsewhere in this proxy statement/prospectus.

The loss of key personnel could have a material adverse effect upon our ability to conduct and manage our business.

Our ability to achieve our investment objectives and to pay distributions is dependent upon the performance of our management team in the identification and acquisition of investments, the determination of any financing arrangements, the management of our assets and operation of our day-to-day activities. The loss of services of one or more members of our key personnel or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners, parking facility operators and managers and other industry personnel, which could materially and adversely affect our business, financial condition, results of operations, ability to make distributions to shareholders in the future and the value of the MIT common shares. Furthermore, the loss of one or more of our key personnel may constitute an event of default under certain of our limited non-recourse property-level indebtedness, which could result in such indebtedness being accelerated.

We disclose certain non-GAAP financial measures in this proxy statement/prospectus; however these non-GAAP measures are not equivalents to our net income or loss as determined under GAAP, and our computation of such non-GAAP measures may not be comparable to other REITs.

We consider Adjusted EBITDA, AFFO and FFO, each, a non-GAAP financial measure, as supplemental performance measures of our operating performance, due to the certain unique operating characteristics of real estate companies. These non-GAAP financial measures have the meanings set forth in “Selected Combined Historical and Pro Forma Financial Information”.

Nareit, an industry trade group, promulgated FFO, which it believes more accurately reflects the operating performance of a REIT. As defined by Nareit, FFO means net income (loss) attributable to common shareholders, calculated in accordance with GAAP, plus real estate depreciation and amortization and provision of impairment of investment in real estate, minus gain from sale of investments in real estate. In addition, Nareit has clarified its computation of FFO, which includes adding back real estate impairment charges for all periods presented; however, under GAAP, impairment charges reduce net income. While impairment charges are added back in the calculation of FFO, we caution that due to the fact that impairments to the value of any property are typically based on estimated future undiscounted cash flows compared to current carrying value, declines in the undiscounted cash flows which led to the impairment charges reflect declines in property operating performance which may be permanent. We calculate AFFO by deducting recurring capital expenditures, settlement of deferred management internalization,

transaction expenses, income from or gain on consolidation of DST, PPP loan forgiveness and straight-line rent from FFO and adding transaction expenses.

The calculation of FFO and AFFO may vary from entity to entity since capitalization and expense policies tend to vary from entity to entity. Items that are capitalized do not impact FFO, whereas items that are expensed reduce FFO. Consequently, our presentation of FFO and AFFO may not be comparable to other similarly titled measures presented by other companies. FFO and AFFO do not represent cash flows from operations as defined by GAAP, it is not indicative of cash available to fund all cash flow needs nor is it indicative of liquidity, including our ability to pay distributions, and should not be considered as an alternative to net income, as determined in accordance with GAAP, for purposes of evaluating our operating performance. Management uses the calculation of FFO and AFFO for multiple reasons. We use FFO and AFFO to compare our operating performance to that of other companies.

Additionally, we compute FFO as part of our acquisition process to determine whether a proposed investment will satisfy our investment objectives.

The historical cost accounting rules used for real estate assets require, among other things, straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time, especially if such assets are not adequately maintained or repaired and renovated as required by relevant circumstances and/or is requested or required by lessees for operational purposes. We believe that, since real estate values historically rise and fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT or other real estate company using historical cost accounting for depreciation may be less informative than FFO. We believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, provides a more complete understanding of our operating performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses and interest costs. Further we believe that AFFO provides useful information to investors because by excluding the effects of recurring capital expenditures and straight-line rent as required to reported according to GAAP, AFFO may facilitate a comparison of our operating performance between periods and with other comparable companies.

Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss) attributable to common shareholders, adjusted for (provision for) / benefit from income taxes, depreciation and amortization, net, interest income (expense), other income (expense), provision of impairment of investment in real estate, settlement of deferred management internalization, transaction expenses, gain from sale of investments in real estate, income from or gain on consolidation of DST, PPP loan forgiveness and share-based expense. We believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of trustees. We have included Adjusted EBITDA in this proxy statement/prospectus because it is a key measure we use to evaluate our financial and operating performance, generate future operating plans and make strategic decisions for the allocation of capital. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of trustees. Adjusted EBITDA should not be considered as an alternative to net income or operating income as an indicator of our operating performance or as a measure of our liquidity. This measure should be considered in conjunction with net income and operating income as presented in our combined statements of comprehensive income. Other real estate companies may calculate Adjusted EBITDA differently than we do.

The non-GAAP measures used in this proxy statement/prospectus should not be construed to be equivalent to or a substitute for the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The method utilized to evaluate the performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP measures and the adjustments to GAAP in calculating these non-GAAP measures. Furthermore, these non-GAAP measures are not indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as an indication of our performance, as an alternative to cash flows from operations calculated in accordance with GAAP, or indicative of funds available to fund our cash needs, including our ability to make distributions to our shareholders.

These non-GAAP measures should be reviewed in conjunction with other GAAP measurements as an indication of our performance. The exclusion of impairments limits the usefulness of these non-GAAP measures as a historical operating performance measure since an impairment indicates that the property’s operating performance may have been permanently affected.

A material failure, inadequacy, interruption or security failure of our technology networks and related systems could harm our business.

Our information technology networks and related systems are essential to our ability to conduct our day to day operations. As a result, we face risks associated with security breaches, whether through cyberattacks or cyber intrusions over the internet, malware, computer viruses, attachments to emails, persons who access our systems from inside or outside our organization and other significant disruptions of our information technology networks and related systems. A security breach or other significant disruption involving our information technology networks and related systems could: disrupt our operations; result in the unauthorized access to, and the destruction, loss, theft, misappropriation or release of, proprietary, personally identifiable, confidential, sensitive or otherwise valuable information, which others could use to compete against us or which could expose us to damage claims by third parties for disruptive, destructive or otherwise harmful outcomes; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or damage our business relationships or reputation generally. Any or all of the foregoing could materially and adversely affect our business and the value of the MIT common shares.

Although we take various actions to maintain the security and integrity of our information technology networks and related systems and have implemented various measures to manage the risk of a security breach or disruption, we cannot be sure that our security efforts and measures will be effective or that any attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches change and generally are not recognized until launched against a target, and in some cases such techniques are designed to not be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures. It is not possible for this risk to be entirely mitigated.

Moreover, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerabilities in our information technology networks. In addition, our remediation efforts may not be successful. Certain measures that could increase the security of our systems take significant time and resources to deploy broadly, and such measures may not be deployed in a timely manner or be effective against an attack. The inability to implement, maintain and upgrade adequate safeguards could have a material and adverse impact on our business, financial condition and results of operations.

Our proprietary software systems contain open source software, which may pose particular risks to our proprietary software in a manner that could harm our business.

We use open source software in our proprietary software and anticipate using open source software in the future. Some open source software licenses require those who distribute open source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open source code on unfavorable terms or at no cost, and we may be subject to such terms. The terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide our offerings. We could face claims from third parties claiming ownership of, or demanding release of, the open source software or derivative works that we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to make our software source code freely available, purchase a costly license or cease providing the implicated offerings unless and until we can re-engineer them to avoid infringement, which may be a costly and time-consuming process. While we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, or could be claimed to have occurred, in part because open source license terms are often ambiguous. Any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help third parties, including our competitors, develop offerings that are similar to or better than ours.

Additionally, the use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. There is typically no support available for open source software, and we cannot ensure that the authors of such open source software will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with the use of open source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, negatively affect our business. Any of these risks could be difficult to eliminate or manage and, if not addressed, could have an adverse effect on our business, financial condition and results of operations.

Inigma and pKatalyst, our proprietary software systems, are not currently protected by any patents, registered trademarks or licenses, which may prevent us from using, or enforcing our intellectual property rights to these systems and could adversely affect our business, results of operations and ﬁnancial condition.

Inigma is our proprietary software management tool that we developed to monitor parking facilities in real-time. pKatalyst is our proprietary technology platform that will allow us to provide a virtual fence or perimeter around our parking facilities and to monitor consumer movement into and out of our parking facilities, as well as those of our competitors. Neither Inigma nor pKatalyst, nor these systems’ underlying technology, is currently registered, as a patent or a trademark, with the U.S. Patent and Trademark Office and we do not intend to register them in the near future. To the extent that Inigma or pKatalyst violates the proprietary rights of others, we may therefore be subject to damage awards or judgments prohibiting our use of Inigma or pKatalyst. In addition, our intellectual property rights in Inigma or pKatalyst may not be enforceable against any prior users of similar intellectual property. Our inability to use Inigma or pKatalyst or enforce our intellectual property rights to Inigma or pKatalyst, could have an adverse effect on our business, ﬁnancial condition and results of operations.

We may in the future be subject to claims that we violated certain third-party intellectual property rights, which, even where meritless, can be costly to defend and could materially adversely affect our business, results of operations and financial condition.

Our success depends, in part, on our ability to maximize revenues and profitability at our parking facilities with a technology-driven approach to asset management, including the use of our proprietary software, without infringing on, misappropriating or otherwise violating the intellectual property rights of third parties. However, we may not be aware that our software systems are infringing on, misappropriating or otherwise violating third-party intellectual property rights and such third parties may bring claims alleging such infringement, misappropriation or violation. Also, various “non-practicing entities” and other intellectual property rights holders may in the future attempt to assert intellectual property claims against us or seek to monetize the intellectual property rights they own to extract value through licensing or other settlements, even if the claims are meritless.

Our use of third-party software and other intellectual property rights may be subject to claims of infringement or misappropriation. The vendors who provide us with technology that we incorporate in our proprietary software also could become subject to various infringement or misappropriation claims, which may then affect our use of our proprietary software. We cannot guarantee that our internally developed or acquired technologies and content do not or will not infringe, misappropriate or otherwise violate the intellectual property rights of others.

From time to time, our competitors or other third parties may claim that we are infringing upon, misappropriating or otherwise violating their intellectual property rights. We cannot predict the outcome of lawsuits and cannot ensure that the results of any such actions will not have an adverse effect on our business, financial condition, results of operations, cash flows, or prospects. Any claims or litigation, even those without merit and regardless of the outcome, could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial costs or damages, obtain a license, which may not be available on commercially reasonable terms or at all, pay significant ongoing royalty payments, settlements or licensing fees, prevent us from maximizing our revenues and profitability at our parking facilities and from using certain technologies, force us to implement expensive and time-consuming workarounds or redesigns, distract management from our business or impose other unfavorable terms.

We may not be able to obtain, maintain, protect, defend and enforce our trademarks and trade names, or build name recognition in our markets of interest, thereby harming our competitive position.

We believe that the protection of our trademark rights is an important factor in protecting our brand and maintaining goodwill. We may be unable to obtain trademark protection for our technologies, logos, slogans and

brands, and our existing trademark registrations and applications, and any trademarks that may be used in the future, may not provide us with competitive advantages or distinguish our brand and our business from those of our competitors. Further, we may not timely or successfully register our trademarks.

If we do not adequately protect our rights in our trademarks from infringement and unauthorized use, any goodwill that we have developed in those trademarks could be lost or impaired, which could harm our brand and our business. We have filed applications for registration, among other trademarks, the term “Mobile Infrastructure Trust” and “Mobile Infrastructure Corporation” in the United States. Although we have applied for these trademark registrations, there are no certainties that these applications will result in a registration of these trademarks.

Competitors may adopt trademarks and/or tradenames similar to ours, thereby harming our ability to build brand identity and possibly leading to customer confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other trademarks that are similar to our trademarks. Furthermore, our trademarks, upon registration, may be opposed, contested, circumvented or found to be unenforceable, weak or invalid, and we may not be able to prevent third parties from infringing or otherwise violating them or using similar marks in a manner that causes confusion or dilutes the value or strength of our brand. Litigation or proceedings before the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the United States may be necessary in the future to enforce our trademark rights and to determine the validity and scope of the trademark rights of others. Our efforts to obtain, maintain, protect, defend and enforce our trademarks may be ineffective and could result in substantial costs and diversion of resources, which could adversely affect our business, financial condition, and results of operations.

We may be unable to continue to use the domains that we use in our business or prevent third parties from acquiring and using domains that infringe, misappropriate or otherwise violate, are similar to, or otherwise decrease the value of our brand, trademarks, or service marks.

We have registered a domain that we use in, or is related to, our business, www.mobileit.com. If we lose the ability to use the domain name, whether due to trademark claims, failure to renew the applicable registration, or any other cause, we may be forced to market our offerings under a new domain name, which could cause us substantial harm or cause us to incur significant expense in order to purchase rights to the domain name in question. In addition, our competitors and other third parties could attempt to capitalize on our brand recognition by using domains similar to ours. We may be unable to prevent our competitors and other third parties from acquiring and using domains that infringe, misappropriate, or otherwise violate, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks. Obtaining, maintaining, protecting, defending and enforcing our rights in our domain may require litigation, which could result in substantial costs and diversion of resources, which could in turn adversely affect our business, financial condition, and results of operations.

The reduced disclosure requirements applicable to us as an “emerging growth company” may make the MIT common shares less attractive to investors.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act, and we may avail ourselves of certain exemptions from various reporting requirements of public companies that are not “emerging growth companies,” including, but not limited to, an exemption from complying with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirement of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may remain an emerging growth company for up to five full fiscal years following the completion of the MIT IPO. If some investors find the MIT common shares less attractive as a result of the exemptions available to us as an emerging growth company, there may be a less active trading market for the MIT common shares (assuming a market develops), and the trading price of the MIT common shares may be more volatile than that of an otherwise comparable company that does not avail itself of the same or similar exemptions. We cannot predict if investors will find the MIT common shares less attractive because we rely on the JOBS Act exemptions.

Adverse judgments, settlements or investigations resulting from legal proceedings in which we may be involved could reduce our profits, limit our ability to operate our business or distract our officers from attending to our business.

The nature of our business exposes our properties, us, the Operating Partnership and our other subsidiaries to the risk of claims and litigation in the normal course of business. The outcome of these proceedings cannot be predicted. If any of these proceedings were to be determined adversely to us or a settlement involving a payment of a material sum of money were to occur, it could materially and adversely affect our profits or ability to operate our business. Additionally, we could become the subject of future claims by third parties, including current or former tenants, our employees, our investors or regulators. Any significant adverse judgments or settlements would reduce our profits and could limit our ability to operate our business. Further, we may incur costs related to claims for which we have appropriate third-party indemnity, but such third parties fail to fulfill their contractual obligations.

In addition, we will be required to indemnify MIC’s former chief executive officer for certain claims related to a civil lawsuit filed by the SEC against him and his advisory firm alleging violations of securities laws, in an amount not to exceed $2 million. The SEC seeks disgorgement, injunctions, and bars against him and his advisory firm and related penalties.

MIC’s failure to maintain an effective system of internal control over financial reporting could adversely affect our ability to present accurately our financial statements and could materially and adversely affect us, including our business, reputation, results of operations, financial condition or liquidity.

MIC’s management identified material weaknesses in its internal control over financial reporting in connection with its assessment as of and for the year ended December 31, 2021. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to: (1) MIC’s lack of appropriate segregation of duties within its accounting and finance groups; (2) the lack of formal and effective controls over user access to certain information systems to ensure adequate restriction of users and privileged access to transaction processing applications; and (3) inappropriate application of technical accounting for certain transactions and disclosures.

Although MIC has begun to implement measures to address the material weaknesses, the implementation of those measures may not fully address the material weaknesses and deficiencies in MIC’s internal control over financial reporting, and MIC cannot conclude that these matters have been fully remedied. The following remedial actions have been identified and initiated by MIC as of December 31, 2021:

Remediation of the identified material weaknesses and strengthening MIC’s internal control environment will require a substantial effort through 2022 and beyond. While MIC believes that the steps taken to date and those planned for implementation will improve MIC’s internal control over financial reporting, MIC has not completed all remediation efforts. The planned remediation activities described above highlight MIC’s commitment to remediating MIC’s identified material weaknesses and will remain largely unchanged through the effective date of the Form S-4 of which this proxy statement/prospectus forms a part.

As MIC continues to evaluate and works to improve its internal control over financial reporting, MIC’s management may determine that additional or different measures to address control deficiencies or modifications to the remediation plan are necessary. Further, in the future MIC may determine that it has additional material weaknesses. MIC’s failure to remediate the material weaknesses or failure to identify and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our

ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis, which could cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of the MIT common shares.

We will rely on our internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. More broadly, effective internal control over financial reporting is a necessary component of our business to seek to prevent and detect any fraud. Furthermore, as we grow, our business will likely become more complex, and we may require significantly more resources to develop and maintain effective controls. Designing and implementing an effective system of internal control over financial reporting is a continuous effort that requires significant resources, including the expenditure of a significant amount of time by senior members of our management team. Any failure to maintain effective internal control over financial reporting or to timely effect any necessary improvements to such controls could materially and adversely affect us. Additionally, ineffective internal control over financial reporting could also adversely affect our ability to prevent or detect fraud, harm our reputation and cause shareholders to lose confidence in our reported financial information.

We are not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Although we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until December 31, 2022. Moreover, as an emerging growth company, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of December 31, 2022 or the date that we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse if it is not satisfied with the level at which our controls are documented, designed or operating.

Our revenues have been and will continue to be significantly influenced by demand for parking facilities generally, and a decrease in such demand would likely have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio.

The focus for our portfolio has been and will continue to be on parking facilities. A decrease in the demand for parking facilities, or other developments adversely affecting such sector of the real estate market, would likely have a more pronounced effect on our financial performance than if we owned a more diversified real estate portfolio.

If adverse economic conditions reduce discretionary spending, business travel or other economic activity, such as sporting events and entertainment, that fuels demand for parking, our revenues could be reduced. In addition, our parking facilities tend to be concentrated in urban areas.

The COVID-19 pandemic has resulted in reduced discretionary spending, reduced travel and other activity. Users of our parking facilities include workers who commute by car to their places of employment in these urban centers. The return on our investments has been and may continue to be materially adversely affected by restrictions in reaction to the COVID-19 pandemic and may further continue to be materially adversely affected to the extent that economic conditions result in the elimination of jobs or the migration of jobs from the urban centers where our parking facilities are situated to other locations.

Increased office vacancies in MSAs or movement toward home office alternatives could reduce consumer demand for parking, which could adversely impact our revenues and financial condition. Moreover, changing lifestyles and technological innovations also may decrease the need for parking spaces, thereby decreasing the demand for parking facilities. The need for parking spaces, for example, may decrease as the public increases its use of livery service companies and ridesharing companies or elects to take public transit for their transportation needs. Future technological innovations, such as driverless vehicles, also may decrease the need for parking spaces. It is also possible that cities could enact new or additional measures such as higher tolls, increased taxes or vehicle occupancy requirements in certain circumstances, to encourage car-pooling and the use of mass transit, all of which could adversely impact the demand for parking. Weather conditions, such as hurricanes, snow, flooding or severe

weather storms, and other natural disasters and acts of terrorism could also disrupt our parking operations and further reduce the demand for parking.

We may be unable to attain our investment strategy or increase the value of our portfolio.

Our investment strategy has historically focused primarily on acquiring, owning and leasing parking facilities to third-party tenants, including parking lots, parking garages and other parking structures throughout the United States. We have historically focused primarily on investing in income-producing parking lots and garages with air rights in MSAs. In expanding our portfolio, we will seek geographically diverse investments that address multiple key demand drivers and demonstrate consistent consumer use, that are expected to generate positive cash flows and provide greater predictability during periods of economic uncertainty. We may be unable to expand our portfolio in accordance with this investment strategy or increase the value of our portfolio, and as a result, we may not be able to increase our rental revenues we anticipate earning through our investment strategy.

We may be unable to grow our business by acquisitions of additional parking facilities.

Our investment strategy involves the acquisition of additional parking facilities. Our ability to make profitable acquisitions is subject to risks, including, but not limited to, risks associated with:

We might encounter unanticipated difficulties and expenditures relating to any acquired parking facilities. For example:

For these reasons, among others, we might not realize the anticipated benefits of our acquisitions, and our investment strategy with respect to the acquisition of additional parking facilities may not succeed or may cause us to experience losses.

In addition, because of our management team’s extensive experience in the parking industry, we often receive off-market calls for asset acquisition opportunities before properties are marketed for sale, as well as have early notices on properties preparing to be marketed. We may be unable to acquire new parking facilities if we experience a decline in the number of off-market calls for parking facilities that are not yet being marketed for sale or if notices of properties preparing to be marketed for sale become increasingly available to our competitors.

We will generally seek to maintain a robust pipeline of investment opportunities. Transactions may fail to close for a variety of reasons, including the discovery of previously unknown liabilities or other items uncovered during our diligence process. Similarly, we may never execute binding purchase agreements with respect to properties that are currently subject to non-binding letters of intent, or LOIs, and properties with respect to which we are negotiating may never lead to the execution of any LOI. For many other reasons, we may not ultimately acquire the properties in our pipeline.

Our parking facilities face intense competition, which may adversely affect rental and fee income.

We believe that competition in parking facility operations is intense. In addition, any parking facilities we acquire may compete with building owners that provide on-site paid parking. Certain of our competitors have more experience than we do in owning and operating parking facilities. Moreover, some of our competitors will have greater capital resources, greater cash reserves, less demanding rules governing distributions to shareholders and a greater ability to borrow funds. Competition for investments may reduce the number of suitable investment opportunities available to us, may increase acquisition costs and may reduce demand for parking facilities, all of which may adversely affect our operating results. Additionally, an economic slowdown in a particular market where our parking facilities are located could have a negative effect on our parking fee revenues.

If competitors build new facilities that compete with our facilities or offer space at rates below the rates we charge, our lessees may lose potential or existing customers and may be pressured to discount their rates to retain business, thereby causing them to reduce rents paid to us. As a result, our ability to make distributions to shareholders may be impaired. In addition, increased competition for customers may require us to make capital improvements to facilities that we would not otherwise make, which could reduce CAD to our shareholders.

We lease parking facilities to tenants that either offer parking facilities to the public or provide parking to their employees. One of our strategic objectives is to focus heavily on the performance of each parking facility, working with our tenants to create a business plan for each parking facility to improve cash flow and rental income. Those business plans were finalized in the first quarter of 2022 and are now underway for execution. We anticipate that the performance of the parking facilities will start to improve in the second half of 2022. Our inability or the inability of our tenants to execute on these business plans could have a material adverse effect on our business, financial condition and results of operations. In addition, the loss or renewal on less favorable terms of a substantial number of leases, or a breach, default or other failure to perform by a tenant under a lease, or material reduction in the rental income associated with our leases (or an increase in anticipated expenses to the extent we are responsible for such expenses) could also have a material adverse effect on our business, financial condition and results of operations.

We may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure shareholders that we will have funds available to correct such defects or to make such improvements.

In acquiring a real property, we may agree to restrictions that prohibit the sale of that real property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that real property. Our real properties may also be subject to resale restrictions. All these provisions would restrict our ability to sell a property, which could reduce CAD to our shareholders.

Declines in the market values of our portfolio may adversely affect periodic reported results of operations and credit availability, which may reduce earnings and, in turn, CAD to our shareholders.

A decline in the market value of our portfolio may adversely affect us particularly in instances where we have borrowed money based on the market value of assets in our portfolio. If the market value of those assets declines, the lender may require us to post additional collateral to support the loan. If we are unable to post the additional collateral, we may have to sell assets at a time when we might not otherwise choose to do so. A reduction in credit available may reduce our earnings and, in turn, CAD.

Further, credit facility providers may require us to maintain a certain amount of cash reserves or to set aside unlevered assets sufficient to maintain a specified liquidity position, which would allow us to satisfy our collateral obligations. As a result, we may not be able to leverage our assets as fully as we would choose, which could reduce our return on equity. If we are unable to meet these contractual obligations, our financial condition could deteriorate rapidly.

Market values of the assets in our portfolio may decline for a number of reasons, such as changes in prevailing market rates, increases in tenant defaults, decreases in parking facility occupancy or utilization and decreases in market rents and other factors typically associated with owning real estate.

To best offset the costs of being a public reporting company, we will need to increase our portfolio’s scale in size and number of assets. Our ability to scale will be determined by our ability to find high-quality assets to purchase and access capital to acquire those assets, as well as integrate those assets successfully into our portfolio. Our assets are often acquired via off-market opportunities from private sellers and our ability to continue to scale will be influenced by our access to those sellers and assets.

We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in shareholder dilution and limit our ability to sell such assets.

In the future, we may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for OP Units, which may result in shareholder dilution. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. These restrictions could limit our ability to sell an asset at a time, or on terms, that would be favorable to us absent such restrictions.

We are subject to numerous risks associated with our debt, including the risk that our cash flows could be insufficient to meet required payments on our debt. There are no limits in our organizational documents on the amount of debt we may incur, and we may incur substantial debt. Our debt obligations could have important consequences to our shareholders. Incurrence of debt may increase our vulnerability to adverse economic, market and industry conditions, limit our flexibility in planning for, or reacting to, changes in our business, and place us at a disadvantage in relation to competitors that have lower debt levels. Excessive debt could limit our ability to obtain financing for working capital, capital expenditures, acquisitions, refinancing, lease obligations or other purposes, prevent our achieving investment grade ratings from nationally recognized credit rating agencies and reduce our ability to pay distributions to our shareholders.

We may not be able to access financing sources on attractive terms or at all, which could adversely affect our ability to execute our business plan.

We may not be able to obtain financing on acceptable terms or at all. Future access to sources of financing will depend upon a number of factors, over which we may have little or no control, including:

In addition, our ability to sell assets may also be limited due to several factors, including general market conditions and limitations under our existing loan agreements, and as a result, we may receive less than the value at which those assets are carried on our consolidated financial statements or we may be unable to sell certain assets at all.

Instability in the debt markets and other factors may make it more difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire and the amount of cash distributions we can make to our shareholders.

If mortgage debt is unavailable on reasonable terms as a result of increased interest rates or other factors, we may not be able to finance the acquisition of properties. In addition, if we place mortgage debt on properties, we run the risk of being unable to refinance such debt when the loans come due on favorable terms or at all. If interest rates are higher when we refinance debt, our income could be reduced. We may be unable to refinance debt at appropriate times, which may require us to sell properties on terms that are not advantageous to us or could result in the foreclosure of such properties. For example, some of our loans are packed into commercial mortgage-backed securities, or CMBS, which place restrictions on our ability to restructure such loans without the consent of holders of such securities. Obtaining such consents may be time-consuming or may not be possible at all and could delay or prevent us from restructuring one or more loans. If any of these events occur, our cash flow would be reduced. This, in turn, would reduce CAD and may hinder our ability to raise more capital by issuing securities or by borrowing more money.

Since the most recent U.S. economic recession, the Board of Governors of the U.S. Federal Reserve System, or the U.S. Federal Reserve, has taken actions that have resulted in low interest rates for a long period of time. In March 2022, the U.S. Federal Reserve increased interest rates for the first time since 2018 and signaled six additional rate hikes this year. Market interest rates are expected to continue to increase, and those increases may materially and negatively affect us in several ways, including:

Failure to hedge effectively against interest rate changes may materially adversely affect our business, financial condition, results of operations and ability to make distributions to our shareholders.

We currently have, and may incur in the future, debt that bears interest at variable rates. An increase in interest rates would increase our interest costs to the extent we have not effectively hedged against such increase, which could adversely affect our cash flows and results of operations. Subject to our exemption from registration under the Investment Company Act of 1940, as amended, or the Investment Company Act, we may manage and mitigate our exposure to interest rate risk attributable to variable-rate debt by using interest rate swap arrangements, interest rate cap agreements and other derivatives. The goal of any interest rate management strategy that we may adopt is to minimize or eliminate the effects of interest rate changes on the value of our assets, to improve risk-adjusted returns and, where possible, to lock in, on a long-term basis, a favorable spread between the yield on our assets and the cost of financing such assets. However, these derivatives themselves expose us to various risks, including the risk that: (i) counterparties may fail to honor their obligations under these arrangements; (ii) the credit quality of the counterparties owing money under these arrangements may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transactions; (iii) the duration of the hedging transactions may not match the duration of the related liability; (iv) these arrangements may not be effective in reducing our exposure to

interest rate changes; and (v) these arrangements may actually result in higher interest rates than we would otherwise have. Moreover, no hedging activity can completely insulate us from the risks associated with changes in interest rates. Failure to hedge effectively against interest rate changes may materially adversely affect our business, financial condition, results of operations and ability to make distributions to our shareholders.

Certain loans are and may be secured by mortgages on our properties and if we default under our loans, we may lose properties through foreclosure.

We have obtained, and intend to continue to obtain, loans that are secured by mortgages on our properties, and we may obtain additional loans evidenced by promissory notes secured by mortgages on our properties. As a general policy, we will seek to obtain mortgages securing indebtedness which encumber only the particular property to which the indebtedness relates, but recourse on these loans may include all of our assets. If recourse on any loan incurred by us to acquire or refinance any particular property includes all of our assets, the equity in other properties could be reduced or eliminated through foreclosure on that loan. If a loan is secured by a mortgage on a single property, we could lose that property through foreclosure if we default on that loan. We may also give full or partial guarantees to lenders of mortgage debt to the entities that own our properties. When we give a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the debt if it is not paid by such entity. Some of our loans contain cross collateralization or cross default provisions, and therefore, a default on a single property could affect multiple properties. In addition, for tax purposes, a foreclosure on any of our properties that is subject to a nonrecourse mortgage loan would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds. Further, if we default under a loan, it is possible that we could become involved in litigation related to matters concerning the loan, and such litigation could result in significant costs to us which could affect distributions to shareholders or lower our working capital reserves or our overall value.

Our executive officers and certain of our trustees face conflicts of interest related to their positions and interests in our affiliates, which could hinder our ability to implement our business strategy and generate returns to shareholders.

Our executive officers and certain of our trustees are also executive officers, directors, managers and key professionals of other affiliated entities. Our Chief Executive Officer and one of our trustees, Manuel Chavez, our President and one of our trustees, Stephanie Hogue, our President, Chief Financial Officer, Treasurer and one of our trustees, and Jeffrey B. Osher, another one of our trustees, together beneficially own a significant percentage of MIT common shares and entities affiliated with them are limited partners of the Operating Partnership. Mr. Chavez and Ms. Hogue also continue in their ownership and management roles with Bombe.

As a result, our executive officers and certain of our trustees owe duties to each of these entities, their members, limited partners and investors, which duties may from time to time conflict with the duties that they owe to us. Their loyalties to these other entities and investors could result in action or inaction that is detrimental to our business, which could harm the implementation of our business strategy and our investment and leasing opportunities.

Conflicts with our business and interests are most likely to arise from involvement in activities related to (a) allocation of new investments and time and services between us and the other entities, (b) the timing and terms of the investment in or sale of an asset, (c) development of our properties by such affiliates, and (d) investments with such affiliates. The loyalties of these individuals to other entities and investors could result in action or inaction that is detrimental to our business, which could harm the implementation of our business strategy and our investment and leasing opportunities. If we do not successfully implement our business strategy, we may be unable to generate CAD needed to make distributions to our shareholders and to maintain or increase the value of our assets.

The foregoing responsibilities and relationships could create competition for the time and efforts of Mr. Chavez, Ms. Hogue and Mr. Osher and may give rise to conflicts of interest, or the appearance of such conflicts of interest.

Further, our trustees and officers and any of their respective affiliates are not prohibited from engaging, directly or indirectly, in any business or from possessing interests in any other business venture or ventures, including businesses and ventures involved in the acquisition or sale of real estate investments or that otherwise compete with us.

All of our transactions or relationships which involve a conflict of interest will be approved by our disinterested trustees and, if there are no disinterested trustees, by both the affirmative vote of a majority of our entire board of trustees and the affirmative vote of a majority of our Independent Trustees. Similarly, the appointment of, and the equity compensation paid by us to our executive officers and trustees will be subject to determination by our Independent Trustees. Nonetheless, despite such reviews and approvals, our agreements with certain of our executive officers provide wide discretion for these parties to pursue their business activities separate from us, and these parties may pursue activities that conflict with our interests.

Ownership limitations and certain provisions in the MIT declaration of trust and bylaws, as well as certain provisions of Maryland law, may deter, delay or prevent a change in our control or acquisition proposals.

Our declaration of trust provides that, subject to certain exceptions, no person (other than HSCP Strategic III, L.P., or HS3, which we expect to be granted an exemption in connection with the Merger, and any other holders that our board of trustees may exempt from time to time) may own, or be deemed to own by virtue of the attribution provisions of the IRC, more than 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of our outstanding common shares of beneficial interest (including the MIT Class B common shares), or more than 9.8% (in value) of the aggregate of the outstanding shares of all classes or series of our shares, and will impose certain other restrictions on ownership and transfer of our shares. These provisions of our declaration of trust are intended to assist with our REIT compliance under the IRC and otherwise to promote our orderly governance. However, these provisions also inhibit acquisitions of a significant stake in us and may prevent a change in our control. Additionally, certain provisions contained in our governing documents, described under “Certain Provisions of Maryland Law and of the MIT Declaration of Trust and Bylaws” in this proxy statement/prospectus, may further deter persons from attempting to acquire control of us and implement changes that may be beneficial to our shareholders, including, for example, provisions relating to:

Certain provisions of the MGCL applicable to Maryland REITs may have the effect of inhibiting a third party from acquiring us or of impeding a change of control of us under circumstances that otherwise could provide our shareholders with the opportunity to realize a premium over the then prevailing market price of such shares or otherwise be in the best interests of shareholders, including the “business combination” provisions and “control share” provisions described under “Certain Provisions of Maryland Law and of the MIT Declaration of Trust and Bylaws” in this proxy statement/prospectus.

These provisions may have the effect of inhibiting a third party from making an acquisition proposal for us or of delaying, deferring or preventing a change in our control under circumstances that otherwise could provide our shareholders with the opportunity to realize a premium over the then current market price. Moreover, although our

board of trustees has taken certain actions to opt out of some of these provisions of Maryland law, it is possible that our board of trustees may revise some or all of these determinations.

Our rights and the rights of our shareholders to take action against our trustees and officers are limited.

The MIT declaration of trust limits the liability of our trustees and officers to us and our shareholders for money damages to the maximum extent permitted by Maryland law. Under current Maryland law, our trustees and officers will not have any liability to us and our shareholders for money damages other than liability resulting from:

In addition, the MIT declaration of trust obligates us to indemnify our present and former trustees and officers for actions taken by them in those and other capacities and to pay or reimburse the reasonable expenses in advance of final disposition of a proceeding to the maximum extent permitted by Maryland law, and effective upon completion of the MIT IPO, we will enter into indemnification agreements with our trustees and executive officers. As a result, we and our shareholders may have more limited rights against any present or former trustee or officer than might otherwise exist absent the provisions in our declaration of trust, bylaws and indemnification agreements or that might exist with other companies.

The MIT bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our trustees, officers or employees, if any, and could discourage lawsuits against us and our trustees, officers and employees, if any.

The MIT bylaws provide that the Circuit Court for Baltimore City, Maryland (or in certain circumstances, the United States District Court for the District of Maryland, Northern Division) will be the sole and exclusive forum for: (1) any “Internal Corporate Claim” as defined by the MGCL, (2) any derivative action or proceeding brought on our behalf, (3) any action asserting a claim for breach of a duty owed by any of our trustees, officers or employees to us or our shareholders, (4) any action asserting a claim against us or any trustees, officers or employees arising pursuant to Maryland REIT Law, our declaration of trust or bylaws, or (5) any action asserting a claim against us or any of our trustees, officers or employees governed by the internal affairs doctrine of the State of Maryland. This choice of forum provision will not apply to suits brought to enforce a duty or liability created by the Securities Act, the Exchange Act, or any other claim for which federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring or holding any interest in our shares of beneficial interest shall be deemed to have notice of and to have consented to these provisions of the MIT bylaws. This choice of forum provision may limit a shareholder’s ability to bring a claim in another judicial forum, including a judicial forum that the shareholder believes is favorable for disputes with us or our trustees, officers or employees. We believe that requiring these claims to be filed in a single court in Maryland is advisable because (i) litigating these claims in a single court avoids unnecessarily redundant, inconvenient, costly and time-consuming litigation in multiple forums and (ii) Maryland courts are authoritative on matters of Maryland law and Maryland judges have more experience in dealing with issues of Maryland corporate law than judges in any other state. Alternatively, if a court were to find the choice of forum provisions contained in the MIT bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition, and operating results.

We may change our operational, financing and investment policies without shareholder approval.

Our board of trustees determines our operational, financing and investment policies and may amend or revise our policies, including our policies with respect to our intention to qualify for taxation as a REIT, acquisitions, dispositions, growth, operations, indebtedness, capitalization and distributions, or approve transactions that deviate from these policies, without a vote of, or notice to, our shareholders. These policy changes could adversely affect the market value of the MIT common shares and our ability to make distributions to you. For example, our organizational documents do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur, and our board of trustees may alter or eliminate any current policy on borrowing at any time without

shareholder approval. Accordingly, we could become highly leveraged, which could result in an increase in our debt service costs and increase our exposure to interest rate risks, real estate market fluctuations and liquidity risks.

Our shareholders’ interest in us could be diluted if we issue additional shares, which could reduce the overall value of their investment.

Shareholders do not have preemptive rights to any shares issued by us in the future and generally have no appraisal rights. The MIT declaration of trust provides that we may issue up to 500,000,000 MIT common shares, up to 20,000,000 MIT Class B common shares and up to 80,000,000 MIT preferred shares.

Subject to any limitations set forth under Maryland law, a majority of our board of trustees may amend our declaration of trust without the necessity of obtaining shareholder approval, from time to time, to increase or decrease the aggregate number of authorized shares of beneficial interest or the number of authorized shares of any class or series. In addition, our board of trustees may classify or reclassify any unissued shares into other classes or series of shares without the necessity of obtaining shareholder approval. All such shares may be issued in the discretion of our board of trustees.

A shareholder’s interest in us may be diluted if we (1) sell additional shares in the future, (2) sell securities that are convertible into MIT common shares, (3) issue MIT common shares in a private offering of securities to institutional investors, or (4) issue MIT common shares to sellers of properties acquired by us in connection with an exchange for OP Units, which are convertible into MIT common shares. In addition, as of the date of this proxy statement/prospectus, there are currently: (i) outstanding Common Share Warrants (as deﬁned herein) to purchase up to 1,702,128 shares of MIC common stock, which we will assume in the Merger; (ii) outstanding Series 1 Preferred Share Common Warrants (as deﬁned herein) to purchase up to 1,382,675 shares of MIC common stock, which we will assume in the Merger; (iii) 16,959,593 OP Units; (iv) 425,532 Class A units of limited partnership of the Operating Partnership, or Class A Units, (v) 1,500,000 performance units of the Operating Partnership, or Performance Units and (vi) 9,686 LTIP units of the Operating Partnership, or LTIP Units, each of which are, in certain circumstances, exercisable for or convertible into MIT common shares. Because of these and other reasons described in this “Risk Factors” section, shareholders should not expect to be able to own a signiﬁcant percentage of MIT common shares.

Subject to any contractual lock-up provisions, including the 180-day lock-up agreement with the underwriters in the MIT IPO, and any applicable initial holding period required by the Operating Partnership’s Partnership Agreement, or the Partnership Agreement, a limited partner of the Operating Partnership may at any time require us to redeem all or any portion of the OP Units it holds for cash at a per-OP Unit value equal to the 10-day trailing trading average of the MIT common shares at the time of the requested redemption. At our election, we may satisfy the redemption through the issuance of MIT common shares on a one common share for one OP Unit basis. However, the limited partners’ redemption right may not be exercised if and to the extent that the delivery of the common shares upon such exercise would result in any person violating the ownership and transfer restrictions set forth in our declaration of trust. See “The Operating Partnership and the Partnership Agreement—Redemption Rights of Qualifying Parties”.

The MIT declaration of trust also authorizes our board of trustees, without shareholder approval, to designate and issue any classes or series of preferred shares (including equity or debt securities convertible into preferred shares) and to set or change the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions and qualifications or terms or conditions of redemption of each class or series of preferred shares so issued. Because our board of trustees has the power to establish the preferences and rights of each class or series of preferred shares, it may afford the holders of any series or class of preferred shares preferences, powers, and rights senior to the rights of holders of common shares or preferred shares.

In addition, depending on the terms and pricing of any additional offerings and the value of our investments, shareholders also may experience dilution in the book value and fair mark value of, and the amount of distributions paid on, their common shares.

No public market for the MIT common shares currently exists, an active trading market for the MIT common shares may not develop or be sustained or liquid following the MIT IPO and the market price of the MIT common shares may decline substantially and quickly.

Prior to the MIT IPO, there has been no public market for the MIT common shares. Although we intend to list the MIT common shares on the NYSE, we cannot predict the extent to which a trading market will develop or how liquid or volatile that market may become. The initial public offering price for the MIT common shares will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the trading market. The market value of the MIT common shares could be substantially affected by general market conditions, including the extent to which a secondary market develops for the MIT common shares following completion of the MIT IPO, the extent of institutional investor interest in us, the general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities (including securities issued by other real estate-based companies), our financial performance and general stock and bond market conditions. For these reasons, among others, the market price of the common shares you purchase in the MIT IPO may decline substantially and quickly.

Future sales of our securities may depress the market price of the MIT common shares.

Subject to applicable law, our board of trustees has the authority, without further shareholder approval, to cause us to issue additional MIT common shares and other equity and debt securities on the terms and for the consideration it deems appropriate. We cannot predict the effect, if any, of future issuances of the MIT common shares or other securities, or of the prospect of such issuances on the market price of the MIT common shares. We also may issue from time to time additional securities in connection with property or business acquisitions and may grant registration rights in connection with such issuances. Upon the consummation of the Merger, based upon the number of MIT common shares and shares of MIC common stock outstanding as of the date of this proxy statement/ prospectus and assuming the issuance by MIT of MIT common shares in the MIT IPO, we estimate that the MIC stockholders immediately prior to the Merger will own 100% of the MIT Class B common shares outstanding immediately after the Merger and approximately % of the MIT common shares outstanding immediately after the Merger, assuming the conversion of all the MIT Class B common shares to MIT common shares six months after the listing of the MIT common shares for trading on a national securities exchange or such earlier date or dates as approved by our board of trustees, no exercise of the underwriters’ overallotment option, if any, in the MIT IPO, and no MIC stockholders purchase any MIT common shares in the MIT IPO or on the open market before the Merger closes. Additionally, up to common shares may be issued under our Long-Term Incentive Plan to our trustees, our executive officers and employees. We, our trustees, our executive officers and Bombe expect to agree, subject to various exceptions, not to sell or issue any MIT common shares or any securities convertible into or exchangeable or exercisable for MIT common shares, or file any registration statement relating to our equity securities with the SEC for 180 days after the date of the prospectus relating to the MIT IPO without the prior written consent of the representative of the underwriters on behalf of the underwriters. The representative of the underwriters, at any time and without notice, may release such restrictions on all or any portion of the securities subject to the foregoing agreements.

In addition, the Operating Partnership may issue additional OP Units to third parties without the consent of our shareholders, which would reduce our ownership percentage in the Operating Partnership and would have a dilutive effect on the amount of distributions made to us by the Operating Partnership and, therefore, the amount of distributions we can make to our shareholders. Any such issuances, or the perception of such issuances, could materially and adversely affect the market price of the MIT common shares and could depress the market price of the MIT common shares.

Future offerings of debt, which would be senior to the MIT common shares upon liquidation, and/or preferred equity securities, which may be senior to the MIT common shares for purposes of distributions or upon liquidation, may adversely affect the market price of our stock.

In the future, we may attempt to increase our capital resources and fund capital needs by making additional offerings of debt or preferred equity securities. Upon liquidation, holders of our debt securities and preferred shares, if any, and lenders with respect to other borrowings will receive distributions of our available assets prior to the holders of MIT common shares. Additional equity offerings may dilute the holdings of our existing shareholders or reduce the market price of the MIT common shares, or both. Holders of MIT common shares are not entitled to preemptive rights or other protections against dilution. Any preferred shares that we may issue could have a preference on liquidating distributions or a preference on distribution payments that could limit our ability to make a distribution to the holders of MIT common shares. Since our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing

or nature of our future offerings. Thus, our shareholders bear the risk of our future offerings reducing the market price of the MIT common shares and diluting their share holdings in us.

One of the factors that investors may consider in deciding whether to buy or sell MIT common shares is our distribution rate as a percentage of our share price, relative to market interest rates. If market interest rates increase, prospective investors may desire a higher distribution rate on MIT common shares, implying a lower share price all other things being equal, or seek securities paying higher dividends or interest. Higher interest rates would likely increase our borrowing costs and potentially decrease CAD. As a result, interest rate fluctuations and capital market conditions can affect the market value of the MIT common shares.

MIC’s historical financial statements and the pro forma financial information included in this proxy statement/prospectus may not be representative of our future results as a separate public company.

MIC’s historical financial statements and the pro forma financial information that are included in this proxy statement/prospectus do not necessarily reflect what our financial position, results of operations, cash flows, expenses, FFO or CAD would have been had we been an independent public company during the periods presented. This financial information is not necessarily indicative of what our results of operations, financial position, cash flows, expenses, FFO or CAD will be in the future. It is impossible for us to accurately estimate all adjustments which may reflect all the significant changes that will occur in our cost structure, funding and operations as a result of our formation, including potential increased costs associated with being a separate publicly traded company. For additional information, see “Selected Combined Historical and Pro Forma Financial Information” in this proxy statement/prospectus and the adjusted and historical consolidated financial statements and the accompanying notes appearing elsewhere in this proxy statement/prospectus.

The estimates of market opportunity, market size and forecasts of market growth included in this proxy statement/ prospectus may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at a similar rate, if at all.

Market opportunity, size estimates and growth forecasts included in this proxy statement/prospectus are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Net revenue and operating results are difficult to forecast because they generally depend on the gross revenues of our parking facilities, which is largely dependent upon the parking rates our tenants are able to charge, as well as the future occupancy and utilization rate of each of our parking facilities, all of which are uncertain. We base our expense levels and investment plans on our estimates of total net revenue and gross margins using human judgment combined with machine learning, natural language processing and data analytics. We cannot be sure the same growth rates, trends and other key performance metrics are meaningful predictors of future growth. If our assumptions and calculations prove to be wrong, we and/or our tenants may spend more than anticipated acquiring and retaining customers or may generate less net revenue per active customer than anticipated, which could have a negative impact on our business and results of operations.

For these reasons, among others, our distribution rate may decline or we may cease making distributions. Our inability to make distributions, or to make distributions at expected levels, could result in a decrease in the per share trading price of the MIT common shares.

Our failure to qualify or remain qualified for taxation as a REIT under the IRC could have significant adverse consequences.

We intend to make an election to be taxed as a REIT under the IRC beginning with our taxable year ending December 31, 2022, and to maintain that qualification thereafter. As a REIT, we generally will not pay federal or most state income taxes as long as we distribute all of our REIT taxable income and meet other qualifications imposed by the IRC. However, actual qualification for taxation as a REIT under the IRC will depend on our satisfying complex statutory requirements, for which there are only limited judicial and administrative interpretations. We expect that upon the completion of the MIT IPO, we will be organized, and that we will continue to be organized and will operate, in a manner that will allow us to qualify for taxation as a REIT under the IRC, pending our timely election with our first REIT income tax return. However, we cannot be sure that the Internal Revenue Service, or the IRS, upon review or audit, will agree with this conclusion. Furthermore, we cannot be sure that the federal government, or any state or other taxation authority, will continue to afford favorable income tax treatment to REITs and their shareholders.

Qualifying and maintaining our qualification for taxation as a REIT under the IRC will require us to continue to satisfy tests concerning, among other things, the nature of our assets, the sources of our income and the amounts we distribute to our shareholders.

If we fail to qualify or remain qualified for taxation as a REIT under the IRC, then our ability to raise capital or expand our business might be adversely affected, we may be in breach under our existing debt, we may be subject to material amounts of federal and state income taxes, our CAD to our shareholders could be reduced, we would not be allowed a deduction for such distributions in computing our taxable income, the market price of the MIT common shares could decline, and we would be liable for interest and possible penalties for failure to make any required estimated tax payments in a year in which the failure occurred. In addition, if we lose or revoke our qualification for taxation as a REIT under the IRC for a taxable year, we will generally be prevented from requalifying for taxation as a REIT for the next four taxable years.

Distributions to our shareholders generally will not qualify for reduced tax rates applicable to “qualified dividends.”

Dividends payable by U.S. corporations to noncorporate shareholders, such as individuals, trusts, and estates, are generally eligible for reduced federal income tax rates applicable to “qualified dividends.” Distributions paid by REITs generally are not treated as “qualified dividends” under the IRC and the reduced rates applicable to such dividends do not generally apply. However, for tax years beginning before 2026, ordinary REIT dividends paid to noncorporate shareholders are generally taxed at an effective tax rate lower than applicable ordinary income tax rates due to the availability of a deduction under the IRC for specified forms of income from passthrough entities. More favorable rates will nevertheless continue to apply to regular corporate “qualified” dividends, which may cause some investors to perceive that an investment in a REIT is less attractive than an investment in a non-REIT entity that pays dividends, thereby reducing the demand for and market price of the MIT common shares.

Complying with REIT requirements may cause us to forgo otherwise attractive opportunities.

To qualify for taxation as a REIT under the IRC, we must satisfy ongoing REIT qualification tests, as discussed above. As a result, we may be unable to pursue investments that would otherwise be advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying for taxation as a REIT. Thus, compliance with the REIT requirements may hinder our ability to make, and in some cases to maintain ownership of, otherwise attractive investments.

REIT distribution requirements could adversely affect us and our ability to execute our business plan.

We generally will be required to distribute annually at least 90% of our REIT taxable income, subject to specified adjustments and excluding any net capital gain, in order to qualify and maintain our qualification for taxation as a REIT under the IRC. To the extent that we satisfy this distribution requirement, federal corporate income tax will not apply to the earnings that we distribute, but if we distribute less than 100% of our REIT taxable income, then we will be subject to federal corporate income tax on our undistributed taxable income. We intend to make distributions to our shareholders to comply with the REIT requirements of the IRC. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our shareholders in a calendar year is less than a minimum amount specified under federal tax laws.

From time to time, we may generate taxable income greater than our income for financial reporting purposes prepared in accordance with GAAP or differences in timing between the recognition of taxable income and the actual receipt of cash may occur. If we do not have other funds available in these situations, among other things, we may decide to borrow funds on unfavorable terms, sell investments at disadvantageous prices or distribute amounts that would otherwise be invested in future acquisitions in order to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our shareholders’ equity. Thus, compliance with the REIT distribution requirements may hinder our ability to grow, which could cause the market price of the MIT common shares to decline.

Even if we successfully qualify and remain qualified for taxation as a REIT under the IRC, we may face other tax liabilities that reduce our cash flows.

Even if we qualify and remain qualified for taxation as a REIT under the IRC, we may be subject to federal, state, and local taxes on our income and assets, including taxes on any undistributed income, excise taxes, state or local income, property, and transfer taxes, and other taxes. See “Material Federal Income Tax Considerations— Taxation as a REIT” in this proxy statement/prospectus. Also, our income tax expense could increase if jurisdictions in which we hold property modify their income tax treatment of REITs, such as by limiting or eliminating favorable income tax deductions (including the dividends paid deduction). In addition, in order to meet the requirements for qualification and taxation as a REIT under the IRC, prevent the recognition of particular types of non-cash income, or avert the imposition of a 100% tax that applies to specified gains derived by a REIT from dealer property or inventory, we may hold or dispose of some of our assets and conduct some of our operations through our TRSs or other subsidiary corporations that will be subject to corporate level income tax at regular rates.

We will also be subject to a federal corporate level income tax at the highest regular corporate income tax rate (currently 21%) on gain recognized from a sale of a REIT asset where our basis in the asset is determined by reference to the basis of the asset in the hands of a C corporation (such as an asset that we acquire from MIC in the Merger). This 21% tax is generally applicable to any disposition of such an asset during the five-year period after the date we first owned the asset as a REIT asset, to the extent of the built-in-gain based on the fair market value of such asset on the date we first held the asset as a REIT asset.

If the Operating Partnership fails to qualify as a partnership for federal income tax purposes, we would cease to qualify for taxation as a REIT and suffer other adverse consequences.

We believe that the Operating Partnership is treated as a partnership for federal income tax purposes. As a partnership, the Operating Partnership is not subject to federal income tax on its income. Instead, for federal income tax purposes, each of its partners, including us, are allocated, and may be required to pay tax with respect to, such partner’s share of the Operating Partnership’s income. We cannot guarantee that the IRS will not challenge the status of the Operating Partnership as a partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating the Operating Partnership as an entity taxable as a corporation for federal income tax purposes, we would fail to meet the applicable REIT gross income tests and certain of the asset tests applicable to REITs and, accordingly, we may cease to qualify for taxation as a REIT. Also, the failure of the Operating Partnership to qualify as a partnership could cause it to become subject to federal corporate income tax,

which would adversely affect our results of operations and reduce significantly the amount of cash the Operating Partnership has available for distribution to its partners, including us.

MIC previously elected to be taxed as a REIT for federal income tax purposes and we believe that it operated in a manner that allowed it to qualify for taxation as a REIT through its taxable year ended December 31, 2019.

As a consequence of lease modifications entered into during the COVID-19 pandemic, MIC earned income from a number of distressed tenants that did not constitute qualifying REIT income for purposes of the annual REIT gross income tests, and, as a result, MIC was not in compliance with the annual REIT income tests for its taxable year ended December 31, 2020. Accordingly, MIC did not qualify as a REIT in 2020 and has been taxed as a C corporation beginning with its taxable year ended December 31, 2020. If we are considered a “successor” to MIC under the IRC and applicable Treasury Regulations, we may be ineligible to elect REIT status until our 2025 taxable year. We believe that we will not be considered a “successor” to MIC for purposes of such provisions. See “Material Federal Income Tax Considerations—REIT Qualification Requirements”.

Legislative or other actions affecting REITs could materially and adversely affect us and our shareholders.

The rules dealing with federal, state, and local taxation are constantly under review by persons involved in the legislative process and by the IRS, the U.S. Department of the Treasury, and other taxation authorities. Changes to the tax laws, with or without retroactive application, could materially and adversely affect us and our shareholders. We cannot predict how changes in tax laws might affect us or our shareholders. New legislation, Treasury regulations, administrative interpretations, or court decisions could significantly and negatively affect our ability to qualify or remain qualified for taxation as a REIT or the tax consequences of such qualification to us and our shareholders.

Our investments in real estate will be subject to the risks typically associated with real estate.

We invest directly in real estate. We will not know whether the values of properties that we own directly will remain at the levels existing on the dates of acquisition. If the values of properties we own decrease, our risk will increase because of the lower value of the real estate. In this manner, real estate values could impact the value of our real estate investments. Therefore, our investments will be subject to the risks typically associated with real estate.

The value of real estate may be adversely affected by a number of risks, including:

Some observers believe severe weather in different parts of the world over the last few years is evidence of global climate change. Severe weather may have an adverse effect on certain properties we own. Rising sea levels could cause flooding at some of our properties, which may have an adverse effect on individual properties we own. Also, the political debate about climate change has resulted in various treaties, laws and regulations that are intended to limit carbon emissions. These or future laws may cause operating costs at our properties to increase. Laws enacted to mitigate climate change may make some of our buildings obsolete or require us to make material investments in our properties which could materially and adversely affect our financial condition and results of operations.

Uninsured losses or premiums for insurance coverage relating to real property may adversely affect shareholder returns.

Our real properties may incur casualty losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Risks associated with potential acts of terrorism could sharply increase the premiums we pay for coverage against property and casualty claims. Additionally, mortgage lenders sometimes require property owners to purchase specific coverage against terrorism as a condition for providing mortgage loans. These policies may not be available at a reasonable cost, if at all, which could inhibit our ability to finance or refinance real property we may hold.

In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. Changes in the cost or availability of insurance could expose us to uninsured casualty losses. In the event that any of our real property incurs a casualty loss which is not fully covered by insurance, the value of our assets will be reduced by any such uninsured loss. In addition, we cannot assure shareholders that funding will be available to us for repair or reconstruction of damaged real property in the future.

Our costs of complying with governmental laws and regulations related to environmental protection and human health and safety may be high.

All real property investments and the operations conducted in connection with such investments are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. Some of these laws and regulations may impose joint and several liabilities on customers, owners or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal.

Under various federal, state and local environmental laws, a current or previous owner or operator of real property may be liable for the cost of removing or remediating hazardous or toxic substances on such real property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. In addition, the presence of hazardous substances, or the failure to properly remediate these substances, may adversely affect our ability to sell, rent or pledge such real property as collateral for future borrowings. For example, the presence of significant mold or other airborne contaminants at any of our real property investments could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants or to increase ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants or others if property damage or personal injury occurs.

Environmental laws also may impose restrictions on the manner in which real property may be used or businesses may be operated. Some of these laws and regulations have been amended so as to require compliance with new or more stringent standards as of future dates. Compliance with new or more stringent laws or regulations or stricter interpretation of existing laws may require us to incur material expenditures. Future laws, ordinances or regulations may impose material environmental liability. Additionally, operations at our parking facilities and other

tenant operations, the existing condition of land when we buy it, operations in the vicinity of our real property, such as the presence of underground storage tanks, oil leaks and other vehicle discharge, or activities of unrelated third parties may affect our real property. There are also various local, state and federal fire, health, life-safety and similar regulations with which we may be required to comply, and which may subject us to liability in the form of fines or damages for noncompliance. In connection with the acquisition and ownership of real property, we may be exposed to such costs in connection with such regulations. The cost of defending against environmental claims, of any damages or fines we must pay, of compliance with environmental regulatory requirements or of remediating any contaminated real property could materially adversely affect our business, lower the value of our assets or results of operations and, consequently, lower CAD available for distribution to our shareholders.

Real property is an illiquid investment, and we may be unable to adjust our portfolio in response to changes in economic or other conditions or sell a property if or when we decide to.

Real property is an illiquid investment. We may be unable to adjust our portfolio in response to changes in economic or other conditions. In addition, the real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any real property for the price or on the terms set by us, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We cannot predict the length of time needed to find a willing purchaser and to close the sale of a real property. Also, we may acquire real properties that are subject to contractual “lock-out” provisions that could restrict our ability to dispose of the real property for a period of time, and a number of our assets are subject to loans that impose prepayment penalties or debt breakage costs that could significantly impair our ability to sell that asset or the net value realized from any such sale.

This proxy statement/prospectus, including information included or incorporated by reference in this proxy statement/prospectus, contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “will,” “may” and negatives or derivatives of these or similar expressions are forward-looking statements and any statements regarding the benefits of MIT’s or MIC’s future financial condition, results of operations and business are also forward-looking statements. Without limiting the generality of the preceding sentence, certain statements contained in this proxy statement/prospectus in the sections “The Merger—Background of the Merger” beginning on page 81 and “The Merger—Recommendation of the MIC Board of Directors and Its Reasons for the Merger and the Other Transactions” beginning on page 82 of this proxy statement/prospectus constitute forward-looking statements. These forward-looking statements are based upon MIT’s and MIC’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, most of which are difficult to predict and many of which are beyond MIT’s and MIC’s control. These include the factors described above in “Risk Factors,” as well as:

The foregoing list of factors is not exhaustive. All subsequent written and oral forward-looking statements concerning MIT, MIC and the Merger or other matters attributable to MIT or MIC or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

Neither MIT nor MIC undertakes any obligation to update publicly any of these forward-looking statements to reflect events or circumstances that may arise after the date of this proxy statement/prospectus. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. You should not place undue reliance on MIT’s and MIC’s forward-looking statements.

All forward-looking statements, expressed or implied, included in this proxy statement/prospectus are expressly qualified in their entirety by this cautionary statement, as well as any cautionary statements included elsewhere in this proxy statement/prospectus, including in documents incorporated herein. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that MIT, MIC or persons acting on behalf of either MIT or MIC may issue.

Except as otherwise required by law, MIT and MIC do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

The following summarizes the material terms of MIT shares of beneficial interest as will be set forth in the MIT declaration of trust and MIT bylaws, which will govern the rights of holders of MIT shares of beneficial interest if the Merger Proposal is approved and the Merger is thereafter completed. Copies of the form of the MIT declaration of trust and MIT bylaws are attached as Annex C-1 and Annex C-2, respectively, to this proxy statement/prospectus. While we believe that the following description covers the material terms of the MIT shares of beneficial interest, it may not contain all of the information that is important to you. We encourage you to read carefully this entire document, the MIT declaration of trust and MIT bylaws and the other documents we refer to for a more complete understanding of the MIT shares of beneficial interest following the Merger.

The MIT declaration of trust provides that MIT may issue up to 500,000,000 MIT common shares, $0.0001 par value per share, up to 20,000,000 MIT Class B common shares, $0.0001 par value per share, and up to 80,000,000 preferred shares, $0.0001 par value per share.

The MIT declaration of trust authorizes the MIT board of trustees to amend the MIT declaration of trust to increase or decrease the aggregate number of authorized shares or the number of shares of any class or series without shareholder approval. Following the Merger, (i) MIT common shares will be issued and outstanding (based upon the number of MIT common shares outstanding as of the date of this proxy statement/prospectus and assuming the issuance by MIT of MIT common shares in the MIT IPO, assuming no exercise of the underwriters’ overallotment option, if any), (ii) MIT Class B common shares will be issued and outstanding (based upon the number of shares of MIC common stock outstanding as of the date of this proxy statement/prospectus) and (iii) no preferred shares will be issued and outstanding.

Under Maryland law, shareholders are not personally liable for the obligations of a REIT solely as a result of their status as shareholders.

Subject to the preferential rights, if any, of holders of any other class or series of shares of beneficial interest and to the provisions of the MIT declaration of trust regarding the restrictions on ownership and transfer of shares of beneficial interest, holders of MIT common shares are entitled to receive distributions on such shares of beneficial interest out of assets legally available therefor if, as and when authorized by the MIT board of trustees and declared by MIT, and the holders of MIT common shares are entitled to share ratably in MIT’s assets legally available for distribution to MIT shareholders in the event of MIT’s liquidation, dissolution or winding up after payment of or adequate provision for all of MIT’s known debts and liabilities.

Subject to the provisions of the MIT declaration of trust regarding the restrictions on ownership and transfer of common shares of beneficial interest and except as may otherwise be specified in the terms of any class or series of common shares, each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders, including the election of trustees, and, except as provided with respect to any other class or series of shares of beneficial interest, the holders of such common shares (together with the holders of MIT Class B common shares) will possess the exclusive voting power. The holders of MIT common shares and MIT Class B common shares will vote together as a single class on all matters on which such holders are entitled to vote. There is no cumulative voting in the election of MIT trustees, which means that the shareholders entitled to cast a majority of the votes entitled to be cast in the election of trustees can elect all of the trustees then standing for election, and the remaining shareholders will not be able to elect any trustees.

Holders of common shares have no preference, conversion (other than the MIT Class B common shares), exchange, sinking fund, redemption or appraisal rights and have no preemptive rights to subscribe for any of MIT’s securities. Subject to the restrictions on ownership and transfer of shares contained in the MIT declaration of trust and the terms of any other class or series of common shares, all of MIT common shares have equal dividend, liquidation and other rights.

The MIT Class B common shares have identical preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as the MIT common shares, except that (i) MIT does not intend to list the MIT Class B common shares on a national securities exchange and (ii) the MIT Class B common shares will convert automatically into listed MIT common shares pursuant to

provisions of the MIT declaration of trust. The holders of MIT Class B common shares and MIT common shares will vote together as a single class on all matters on which such holders are entitled to vote.

There will be no public market for MIT Class B common shares. Until the MIT Class B common shares convert into MIT common shares and become listed on a national securities exchange, they cannot be traded on a national securities exchange. As a result, holders of the MIT Class B common shares will have very limited, if any, liquidity options with respect to their MIT Class B common shares until such conversion.

Power to Increase or Decrease Authorized Shares of Beneficial Interest and Issue Additional Common Shares and Preferred Shares

MIT believes that the power of MIT’s board of trustees to amend the MIT declaration of trust to increase or decrease the number of authorized shares of beneficial interest, to authorize MIT to issue additional authorized but unissued common shares or preferred shares and to classify or reclassify unissued common shares or preferred shares and thereafter to issue such classified or reclassified shares of beneficial interest will provide MIT with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise. The additional classes or series, as well as the common shares, will be available for issuance without further action by MIT’s shareholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which MIT’s securities may be listed or traded. Although MIT’s board of trustees does not intend to do so, it could authorize MIT to issue a class or series that could, depending upon the terms of the particular class or series, delay, defer or prevent a change in control or other transaction that might involve a premium price for MIT’s common shares or otherwise be in the best interests of MIT’s shareholders.

To qualify for taxation as a REIT under the IRC, MIT must satisfy certain ownership requirements. Specifically, commencing with MIT’s taxable year ending December 31, 2023, not more than 50% in value of MIT’s outstanding shares of beneficial interest may be owned, directly or indirectly, by five or fewer individuals (as defined in the IRC to include certain entities) during the last half of a taxable year, and MIT’s outstanding shares of beneficial interest must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of twelve months or during a proportionate part of a shorter taxable year commencing with MIT’s taxable year ending December 31, 2023.

The MIT declaration of trust restricts the number and value of MIT’s shares of beneficial interest that MIT’s shareholders may own. These restrictions are intended to assist MIT with REIT compliance under the IRC and otherwise to promote MIT’s orderly governance.

The MIT declaration of trust provides that, subject to certain exceptions, no person (other than holders that the MIT board of trustees may exempt from time to time) may own, or be deemed to own by virtue of the attribution provisions of the IRC, more than 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of MIT’s outstanding common shares of beneficial interest (including MIT Class B common shares), or more than 9.8% (in value) of the aggregate of the outstanding shares of all classes or series of MIT’s shares. We refer to each of these restrictions as an “Ownership Limit” and collectively, as the “Ownership Limits”.

The MIT board of trustees, in its sole discretion, may exempt, prospectively or retroactively, holders from these Ownership Limits and the other restrictions on ownership and transfer set forth in the third and fourth bullets above. In exercising such discretion to exempt a holder from the Ownership Limits, the MIT board of trustees can consider, among other things, whether the ownership of shares in excess of the Ownership Limits pursuant to the exception requested would not cause a default under the terms of any contract to which MIT or any of its subsidiaries are party or reasonably expect to become a party and whether the ownership of shares in excess of the Ownership Limit is in MIT’s best interests. The MIT board of trustees may not grant an exemption if the exemption would result in MIT failing to qualify and maintain MIT’s qualification for taxation as a REIT. The MIT board of trustees is expected to grant an exemption from the Ownership Limits to HS3 to permit HS3 to own up to % of MIT’s common shares and MIT Class B common shares outstanding immediately following the Merger.

In addition, the MIT board of trustees may require such rulings from the IRS, opinions of counsel, representations, undertakings or agreements that it deems advisable in order to make the foregoing decisions. The MIT board of trustees may impose such conditions or restrictions as it deems appropriate in connection with such an exception.

In connection with a waiver of an Ownership Limit or at any other time, the MIT board of trustees may increase or decrease the Ownership Limits for other persons; provided however, that (1) any reduced Ownership Limit will not apply to any person or entity whose percentage ownership of common shares or MIT Class B common shares, or all shares, as applicable, is, at the effective time of such reduction, in excess of such decreased Ownership Limit until such time as such person’s or entity’s percentage ownership equals or falls below the decreased Ownership Limit, but any further acquisition of shares of beneficial interest will violate the decreased Ownership Limit and (2) any new Ownership Limit would not result in MIT being “closely held” under Section 856(h) of the IRC (without regard to whether the ownership interest is held during the last half of a taxable year) if five unrelated “individuals” (within the meaning of the IRC) were to beneficially own the five largest amounts of shares of beneficial interest permitted to be beneficially owned under such new ownership limit, taking into account clause (1) of this proviso permitting ownership in excess of the decreased Ownership Limits.

Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of MIT’s shares of beneficial interest that will or may violate any of the foregoing restrictions on transferability and ownership, or any person who would have owned MIT’s shares of beneficial interest that resulted in a transfer of shares to a Charitable Trust (as defined below), is required to give written notice immediately to MIT, or in the case of a proposed or attempted transaction, to give at least 15 days prior written notice to MIT, and provide MIT with such other information as MIT may request.

If a person attempts a transfer of MIT’s shares of beneficial interest in violation of the Ownership Limits or the other restrictions on ownership and transfer described above, the number of shares which would cause the violation are automatically transferred to a trust, or the Charitable Trust, for the exclusive benefit of one or more charitable beneficiaries designated by MIT, except that any transfer that results in the violation of the restriction relating to MIT’s shares of beneficial interest being beneficially owned by fewer than 100 persons will be void ab initio. The prohibited owner will generally:

In addition, subject to Maryland law, the trustee of the Charitable Trust will have the authority to rescind as void any vote cast by the prohibited owner prior to MIT’s discovery that the shares have been transferred to the Charitable Trust and to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary. However, if MIT has already taken irreversible trust action, as determined by the MIT board of trustees, then the trustee will not have the authority to rescind and recast the vote.

Unless otherwise directed by the MIT board of trustees, as soon thereafter as practicable, the trustee of the Charitable Trust will sell such shares (together with the right to receive distributions with respect to such shares) to a person designated by the trustee of the Charitable Trust, whose ownership of the shares will not violate the Ownership Limits or the other restrictions on ownership and transfer set forth in the MIT declaration of trust. Upon such sale, the interest of the charitable beneficiary in the shares sold will terminate. Upon any such sale or any receipt by the Charitable Trust of an extraordinary distribution, the trustee of the Charitable Trust will distribute the net proceeds of the sale or extraordinary distribution to the prohibited owner and to the beneficiary of the Charitable Trust as follows:

The trustee of the Charitable Trust may reduce the amount payable to the prohibited owner by the amount of ordinary dividends or other ordinary distributions which have been paid to the prohibited owner and is owed by the prohibited owner to the trustee of the Charitable Trust. Any net sales proceeds and any extraordinary dividends or other distributions in excess of the amount payable to the prohibited owner shall be paid to the charitable beneficiary, less the costs, expenses and compensation of the trustee of the Charitable Trust and MIT. Any extraordinary dividends received by the trustee of the Charitable Trust shall be treated in a similar way as sales proceeds.

If a prohibited owner sells shares that are deemed to have been transferred to the Charitable Trust, then:

Also, shares of beneficial interest held in the Charitable Trust will be deemed to have been offered for sale to MIT, or its designee, at a price per share equal to the lesser of:

MIT will have the right to accept the offer until the trustee of the Charitable Trust has sold the shares held in the Charitable Trust. The net proceeds of the sale to MIT will be distributed in a manner similar to any other sale by the trustee of the Charitable Trust. The MIT board of trustees may retroactively amend, alter

or repeal any rights which the Charitable Trust, the trustee of the Charitable Trust or the beneficiary of the Charitable Trust may have under the MIT declaration of trust, including retroactively granting an exemption to a prohibited owner, except that the MIT board of trustees may not retroactively amend, alter or repeal any obligations to pay amounts incurred prior to such time and owed or payable to the trustee of the Charitable Trust. The trustee of the Charitable Trust will be indemnified by MIT or from the proceeds from the sale of shares held in the Charitable Trust for its costs and expenses reasonably incurred in connection with conducting its duties and satisfying its obligations under the MIT declaration of trust and is entitled to receive reasonable compensation for services provided.

Costs, expenses and compensation payable to the trustee of the Charitable Trust may be funded from the Charitable Trust or by MIT. Before any sales proceeds may be distributed to a prohibited owner, MIT will be entitled to reimbursement on a first priority basis (after payment in full of amounts payable to the trustee of the Charitable Trust) from the Charitable Trust for any such amounts funded by MIT and for any indemnification payments provided to the trustee of the Charitable Trust by MIT.

In addition, costs and expenses incurred by MIT in the process of enforcing the Ownership Limits or the other restrictions on ownership and transfer set forth in the MIT declaration of trust, in addition to reimbursement of costs, expenses and compensation of the trustee of the Charitable Trust which have been funded by MIT, may be collected from the Charitable Trust before any sale proceeds are distributed to a prohibited owner.

The restrictions described above will not preclude the settlement of any transaction entered into through the facilities of any national securities exchange or automated inter-dealer quotation system. The MIT declaration of trust provides, however, that the fact that the settlement of any transaction occurs will not negate the effect of any of the foregoing limitations and any transferee in such a transaction will be subject to all of the provisions and limitations described above.

If a transfer to a Charitable Trust, as described above, would be ineffective for any reason to prevent a violation of a restriction, the transfer that would have resulted in such violation will be void ab initio, and the proposed transferee shall acquire no rights in such shares.

Every person who owns, is deemed to own by virtue of the attribution rules of the IRC or is deemed to beneficially own pursuant to Rule 13d-3 under the Exchange Act 5% or more of any class or series of MIT’s shares outstanding at the time of the determination will be required to give written notice to MIT within 30 days after the end of each taxable year, and also within three business days after a request from MIT, stating the name and address of the legal and beneficial owner(s), the number of shares of each class and series of MIT’s shares of beneficial interest which the owner beneficially owns, and a description of the manner in which those shares are held. If the IRC or applicable Treasury Regulations specify a threshold below 5%, this notice provision will apply to those persons who own MIT’s shares of beneficial interest at the lower percentage. In addition, each shareholder will be required to provide MIT upon demand with any additional information that MIT may request in order to determine MIT’s qualification for taxation as a REIT and to comply or determine MIT’s compliance with the requirements of any taxing authority or other government authority.

Certificates evidencing MIT’s shares, if any, and any share statements for MIT’s uncertificated shares may bear legends referring to the foregoing restrictions.

The following is a brief summary of the Series 1 Preferred Share Common Warrants (as defined below) and is subject to, and qualified in its entirety by, the terms set forth in the form of warrant agreement filed as an exhibit to the Form S-4 of which this proxy statement/prospectus forms a part.

In connection with the initial offering of shares of Series 1 Preferred Stock by MIC, each investor of the Series 1 Preferred Stock received, for every $1,000 in shares subscribed by such investor, detachable warrants to purchase 35 shares of MIC common stock, or the Series 1 Preferred Share Common Warrants, if MIC common stock is listed on a national securities exchange or upon the merger, sale of all or substantially all of MIC’s assets or another transaction, in which the holders of MIC common stock will receive common stock listed on a national securities exchange. The Series 1 Preferred Share Common Warrants will be assumed by MIT in the Merger

and will entitle the holder thereof to purchase a number of MIT Class B common shares (or if exercised after the conversion of the MIT Class B common shares, MIT common shares) equal to the number of shares of MIC common stock that would have been issuable upon the exercise of such Series 1 Preferred Share Common Warrants at an exercise price per share equal to the per share exercise price of such Series 1 Preferred Share Common Warrants, and otherwise upon the same terms and conditions, as set forth in the Series 1 Preferred Share Common Warrants. The Series 1 Preferred Share Common Warrants’ exercise price is equal to 110% of the volume weighted average closing share price of MIT common shares over a specified period as determined in accordance with the terms of the Series 1 Preferred Share Common Warrants; however, in no event shall the exercise price be less than $25.00 per share. The Series 1 Preferred Share Common Warrants will expire five years from the 90th day following the closing of the Merger.

As of , 2022, MIC has Series 1 Preferred Share Common Warrants outstanding to purchase up to 1,382,675 shares of MIC common stock.

The following is a brief summary of the Common Share Warrants (as defined below) and is subject to, and qualified in its entirety by, the terms set forth in the Warrant Agreement (as defined below) filed as an exhibit to the Form S-4 of which this proxy statement/prospectus forms a part.

On August 25, 2021, MIC entered into a warrant agreement with Color Up LLC, or Color Up, or Warrant Agreement, pursuant to which it issued warrants to Color Up, or the Common Share Warrants, to purchase up to 1,702,128 shares of MIC common stock, at an exercise price of $11.75 per share for an aggregate cash purchase price of up to $20,000,000. The Common Share Warrants will be assumed by MIT in the Merger. Each whole Common Share Warrant entitles the registered holder thereof to purchase one whole MIT Class B common share (or if exercised after the conversion of the MIT Class B common shares, one whole MIT common share) at a price of $11.75 per share, or the Common Share Warrant Price, subject to adjustment as discussed below, at any time following a Common Share Warrant Liquidity Event, which is defined as an initial public offering and/or listing of common shares on the Nasdaq Global Market, the Nasdaq Global Select Market, or the NYSE, each, a Trading Market. The Common Share Warrants will expire on August 25, 2026, at 5:00 p.m., New York City time. The Warrant Agreement provides that if the exercise of the Common Share Warrants would require MIT to obtain shareholder approval pursuant to any applicable listing standards of the Trading Market on which the common shares are listed, MIT will, at its discretion, either obtain such shareholder approval or deliver cash in lieu of MIT common shares otherwise deliverable upon the exercise of such Common Share Warrants. If the number of outstanding MIT common shares is increased by a share dividend payable in MIT common shares, or by a split-up of MIT common shares or other similar event, or decreased by a consolidation, combination, reverse share split or reclassification of MIT common shares or other similar event, then the number of MIT common shares issuable on exercise of each Common Share Warrant shall be increased or decreased, as applicable, in proportion to such increase or decrease, as applicable, in outstanding MIT common shares. Whenever the number of MIT common shares purchasable upon the exercise of the Common Share Warrants is adjusted, as described above, the Common Share Warrant Price will be adjusted (to the nearest cent) by multiplying such Common Share Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of MIT common shares purchasable upon the exercise of the Common Share Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of MIT common shares so purchasable immediately thereafter. The Warrant Agreement further provides that, in lieu of issuing fractional shares, MIT will make a cash payment equal to the Fair Market Value (as defined in the Warrant Agreement) of one MIT common share multiplied by such fraction.

As of , 2022, MIC has Common Share Warrants outstanding to purchase up to 1,702,128 shares of MIC common stock.

The transfer agent and registrar for MIT common shares will be DST Systems, Inc.

CERTAIN PROVISIONS OF MARYLAND LAW AND OF THE MIT DECLARATION OF TRUST AND BYLAWS

The following summary of certain provisions of Maryland law and of the MIT declaration of trust and MIT bylaws as they will be amended and restated prior to the closing of the MIT IPO does not purport to be complete and is subject to and qualified in its entirety by reference to Maryland law and the MIT declaration of trust and MIT bylaws, the forms of which are attached as Annex C-1 and Annex C-2, respectively, to this proxy statement/prospectus. The provisions of the MIT declaration of trust and MIT bylaws discussed in this proxy statement/prospectus, unless the context provides otherwise, are referring to the provisions of MIT's amended and restated declaration of trust and bylaws to be effective prior to the closing of the MIT IPO.

The MIT declaration of trust and the MIT bylaws provide that the number of MIT’s trustees may be established by the MIT board of trustees but may not be more than 15. Immediately following the Merger, MIT will have trustees. Pursuant to the MIT declaration of trust, MIT has elected to be subject to the provision of Subtitle 8 of Title 3 of the MGCL, or Subtitle 8, regarding the filling of vacancies on the MIT board of trustees. Accordingly, except as may be provided by the MIT board of trustees in setting the terms of any class or series of shares, any and all vacancies on the MIT board of trustees may be filled only by the affirmative vote of a majority of the remaining trustees in office, even if the remaining trustees do not constitute a quorum, and any individual elected to fill such vacancy will serve for the remainder of the full term of the class in which the vacancy occurred and until a successor is duly elected and qualifies.

There is no cumulative voting in the election of trustees. Except as may be mandated by any applicable law or the listing requirements of the principal securities exchange on which the MIT common shares are listed, and subject to the voting rights of any class or series of MIT’s shares of beneficial interest which may be hereafter created, (1) a majority of all the votes cast for the election of trustees at a meeting of MIT’s shareholders duly called and at which a quorum is present is required to elect a trustee in an uncontested election and (2) a plurality of all the votes cast at a meeting of MIT’s shareholders duly called and at which a quorum is present is required to elect a trustee in a contested election of trustees (which is an election at which the number of nominees exceeds the number of trustees to be elected at such meeting).

The MIT declaration of trust provides that, subject to the rights of holders of any series of preferred shares, a trustee may be removed at any time only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of trustees.

The MIT bylaws provide that nominations of individuals for election to the MIT board of trustees and proposals of other business to be considered at an annual meeting of shareholders may be made only in the notice of the meeting, or otherwise properly brought before the meeting by or at the direction of the MIT board of trustees or by any shareholder who was a shareholder of record at the record date set by the MIT board of trustees for determining shareholders entitled to vote at the meeting, at the time of giving the notice required by the MIT bylaws and at the time of the meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on such other proposed business and has provided notice to MIT within the time period, and containing the information and other materials, specified in the advance notice provisions of the MIT bylaws.

Under the MIT bylaws, a shareholder’s written notice of nominations of individuals for election to the MIT board of trustees or other matters to be considered at an annual meeting of shareholders must be delivered to MIT’s Secretary at MIT’s principal executive offices not earlier than the 150th day nor later than 5:00 p.m. (Eastern Time) on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting; provided, however, that if the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, the notice must be delivered not earlier than the 150th day nor later than 5:00 p.m. (Eastern Time) on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the 10th day following the day on which a public announcement of the date of the annual meeting is first made by MIT; provided further, however, that for MIT’s annual meeting of shareholders to be held in 2023, written notice of nominations of individuals for election to the MIT board of trustees or other matters to be considered at that annual meeting of MIT’s shareholders by one or more of MIT’s shareholders must be delivered to MIT’s secretary at MIT’s principal executive offices not earlier than nor later than 5:00 p.m. (Eastern Time)

on . Neither the postponement or adjournment of an annual meeting, nor the public announcement of such postponement or adjournment, commences a new time period for the giving of a shareholder’s notice.

With respect to special meetings of shareholders, only the business specified in the notice of meeting may be brought before the meeting. Nominations of individuals for election to the MIT board of trustees may be made only by or at the direction of the MIT board of trustees or provided that the MIT board of trustees has determined that trustees will be elected at such meeting, by any shareholder who was a shareholder of record at the record date set by the MIT board of trustees for determining shareholders entitled to vote at the meeting, at the time of giving the notice required by the MIT bylaws and at the time of the meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has provided notice to MIT within the time period, and containing the information and other materials, specified in the advance notice provisions of the MIT bylaws. To be timely, a shareholder’s notice must be delivered not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m. (Eastern Time) on the later of (1) the 90th day prior to such special meeting or (2) the 10th day following the day on which public announcement is first made of the date of the special meeting and of any nominee proposed by the trustees to be elected at such meeting. Neither the postponement or adjournment of a special meeting, nor the public announcement of such postponement or adjournment, will commence a new time period for the giving of a shareholder’s notice.

Limitation of Liability and Indemnification of Trustees and Officers and Others

The Maryland REIT Law permits a REIT formed under Maryland law to include in its declaration of trust a provision limiting the liability of its trustees and officers to the trust and its shareholders for money damages except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty by the trustee or officer that was established by a final judgment as being material to the cause of action adjudicated. The MIT declaration of trust contains such a provision that eliminates such liability to the maximum extent permitted by the Maryland REIT Law.

The Maryland REIT Law also permits a REIT formed under Maryland law to indemnify and advance expenses to its trustees, officers, employees and agents to the same extent permitted by the MGCL for directors and officers of Maryland corporations. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those capacities. However, a Maryland corporation is not permitted to provide this type of indemnification if the following is established:

Under Maryland law, a Maryland corporation may not indemnify a director or officer in a suit by the corporation or in its right in which the director or officer was adjudged liable to the corporation or in a suit in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or in its right, or for a judgment of liability on the basis that a personal benefit was improperly received, is limited to expenses. The MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of the following:

The MIT declaration of trust requires MIT to indemnify, to the maximum extent permitted by Maryland law in effect from time to time, any present or former trustee or officer of MIT, and any individual who, while a present or former trustee or officer of MIT and, at MIT’s request, serves or has served as a trustee, director, officer, partner, manager, employee or agent of another REIT, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her present or former service in that capacity. Except with respect to proceedings to enforce rights to indemnification, MIT is required to indemnify a trustee or officer as described in this paragraph in connection with a proceeding initiated by him or her against MIT only if such proceeding was authorized by the MIT board of trustees.

Under the MIT declaration of trust, MIT is also required to advance expenses to a trustee or officer, without a preliminary determination of ultimate entitlement to indemnification as provided above for a Maryland corporation. The MIT declaration of trust also permits MIT, with the approval of the MIT board of trustees, to obligate MIT to indemnify and advance expenses to certain other persons, including, for example, any of MIT’s employees or agents.

Prior to the Merger, MIT will also enter into indemnification agreements with its trustees and officers providing for procedures for indemnification by MIT to the maximum extent permitted by Maryland law and advancements by MIT of certain expenses and costs relating to claims, suits or proceedings arising from their service to MIT. Under these indemnification agreements MIT will also agree that the liability of MIT’s trustees and officers to MIT and MIT’s shareholders is limited to the maximum extent permitted by Maryland law. MIT will also maintain directors’ and officers’ liability insurance for MIT’s trustees and officers.

Under the Maryland REIT Law, a shareholder is generally not personally liable for the obligations of a REIT formed under Maryland law solely as a result of his or her status as a shareholder. The MIT declaration of trust provides that no shareholder will be personally liable for any debt, claim, demand, judgment or obligation of any kind of MIT by reason of being a shareholder.

The MIT bylaws provide that the Circuit Court for Baltimore City, Maryland (or in certain circumstances, the United States District Court for the District of Maryland, Northern Division) will be the sole and exclusive forum for: (1) any “Internal Corporate Claim” as defined by the MGCL, (2) any derivative action or proceeding brought on MIT’s behalf, (3) any action asserting a claim of breach of a duty owed by any of MIT’s trustees, officers or employees to MIT or its shareholders, (4) any action asserting a claim against MIT or any of MIT’s trustees, officers or employees arising pursuant to Maryland REIT law, the MIT declaration of trust or the MIT bylaws or (5) any action asserting a claim against MIT or any of MIT’s trustees, officers or employees governed by the internal affairs doctrine of the State of Maryland. This choice of forum provision will not apply to suits brought to enforce a duty or liability created by the Securities Act, the Exchange Act, or any other claim for which federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in MIT’s shares of beneficial interest is deemed to have notice of and consented to this provision. This choice of forum provision may limit a shareholder’s ability to bring a claim in another judicial forum, including in a judicial forum that the shareholder believes is favorable for disputes with MIT or MIT’s trustees, officers or employees, which may discourage lawsuits against MIT and MIT’s trustees, officers, managers, agents or employees.

The MIT declaration of trust allows MIT to enter into contracts and transactions of any kind with any person, including any of MIT’s trustees, officers, employees or agents or any person affiliated with them. Other than general legal principles applicable to self-dealing by trustees and interested trustee transactions, there are no prohibitions in the MIT declaration of trust or the MIT bylaws which would prohibit dealings between MIT and its affiliates.

The MGCL contains a provision which regulates business combinations with interested shareholders. This provision applies to REITs formed under Maryland law like MIT. Under the MGCL, business combinations such as mergers, consolidations, share exchanges, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities between a REIT formed under Maryland law and an interested shareholder or

an affiliate of an interested shareholder are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder. Under the MGCL, the following persons are deemed to be interested shareholders:

After the five year prohibition period has ended, a business combination between a trust and an interested shareholder generally must be recommended by the board of trustees and must receive the following shareholder approvals:

The shareholder approvals discussed above are not required if the trust’s shareholders receive the minimum price set forth in the MGCL for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for its shares.

The foregoing provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by the board of trustees prior to the time that the interested shareholder becomes an interested shareholder. A person is not an interested shareholder under the statute if the board of trustees approves in advance the transaction by which that shareholder otherwise would have become an interested shareholder. The board of trustees may provide that its approval is subject to compliance with any terms and conditions determined by the board of trustees. The MIT board of trustees has adopted a resolution providing that any business combination between MIT and any other person is exempted from the provisions of the MGCL described in the preceding paragraphs. The MIT bylaws provide that this resolution or any other resolution of the MIT board of trustees exempting any business combination from the business combination provisions of the MGCL may only be revoked, altered or amended, and the MIT board of trustees may only adopt any resolution inconsistent with such resolution, with the affirmative vote of a majority of the votes cast on the matter by the MIT shareholders entitled to vote generally in the election of trustees.

The MGCL contains a provision which regulates control share acquisitions. This provision applies to REITs formed under Maryland law like MIT. The MGCL provides that a holder of control shares of a REIT formed under Maryland law acquired in a control share acquisition has no voting rights with respect to those shares except to the extent that the acquisition is approved by a vote of at least two-thirds of the votes entitled to be cast on the matter, excluding shares owned by the acquiror, by officers or by trustees who are employees of the trust. Control shares are voting shares, which, if aggregated with all other shares previously acquired by the acquiror, or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing trustees within one of the following ranges of voting power:

An acquiror must obtain the necessary shareholder approval each time it acquires control shares in an amount sufficient to cross one of the thresholds noted above.

Control shares do not include shares which the acquiring person is entitled to vote as a result of having previously obtained shareholder approval. A “control share acquisition” means the acquisition, directly or indirectly, of ownership of, or the power to direct the exercise voting power with respect to, issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon satisfaction of the conditions set forth in the statute, including an undertaking to pay the expenses of the meeting, may compel the board of trustees to call a special meeting of shareholders to be held within 50 days of demand to consider the voting rights of the shares. If no request for a meeting is made, the trust may itself present the matter at any shareholders meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the MGCL, then, subject to certain conditions and limitations, the trust may redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or of any meeting of shareholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved at a shareholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other shareholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.

The control share acquisition statute of the MGCL does not apply to the following:

The MIT bylaws contain a provision exempting any and all acquisitions by any person of MIT shares of beneficial interest from the control share acquisition statute. This provision may be amended or eliminated at any time in the future.

Subtitle 8 of Title 3 of the MGCL permits a Maryland REIT with a class of equity securities registered under the Exchange Act and at least three independent trustees to elect to be subject, by provision in its declaration of trust or bylaws or a resolution of its board of trustees and notwithstanding any contrary provision in the declaration of trust or bylaws, to any or all of five provisions:

The MIT declaration of trust provides that, effective at such time as MIT is able to make a Subtitle 8 election, vacancies on the MIT board of trustees may be filled only by a majority of the remaining trustees and that trustees elected by the MIT board of trustees to fill vacancies will serve for the remainder of the full term of the class of trustees in which the vacancy occurred. Through other provisions in the MIT declaration of trust and bylaws unrelated to Subtitle 8, MIT, (1) vests in the MIT board of trustees the exclusive power to fix the number of MIT’s trustees, (2) requires, unless called by the chairman, chief executive officer, president or the MIT board of trustees, the request of shareholders entitled to cast a majority of the votes entitled to be cast at such meeting on such matter to call a special meeting of shareholders to consider and vote on any matter that may properly be considered by MIT’s shareholders and (3) provides that trustees may be removed by MIT’s shareholders at any time by the affirmative vote of holders of at least two-thirds of the votes entitled to be cast in the election of trustees. Moreover,

the MIT declaration of trust provides that, without the affirmative vote of a majority of the votes cast on the matter by MIT’s shareholders entitled to vote generally in the election of trustees, MIT may not elect to be subject to the classified board provision of Subtitle 8.

MIT does not currently have a shareholder rights plan, and the MIT bylaws provide that MIT may not adopt a shareholder rights plan in the future without (i) the approval of MIT’s shareholders by a majority of the votes cast on the matter or (ii) seeking ratification from MIT’s shareholders by a majority of the votes cast on the matter within 12 months of adoption of the plan if the MIT board of trustees determines, in the exercise of its duties under applicable law, that it is in MIT’s best interests to adopt a rights plan without the delay of seeking prior shareholder approval.

Under the MIT bylaws, annual meetings of shareholders will be held each year at a date, time and place determined by the MIT board of trustees. Special meetings of shareholders may be called by the MIT board of trustees, chairman of the board of trustees, the chief executive officer or the president. Additionally, subject to the provisions of the MIT bylaws, special meetings of the shareholders must be called by MIT’s secretary upon the written request of shareholders entitled to cast not less than a majority of the votes entitled to be cast at such meeting. Only matters set forth in the notice of the special meeting may be considered and acted upon at such a meeting.

Amendments to the MIT Declaration of Trust, Mergers; Extraordinary Transactions

Under the Maryland REIT Law, a REIT formed under Maryland law generally cannot amend its declaration of trust, convert or merge unless these actions are approved by at least two-thirds of all votes entitled to be cast on the matter. The Maryland REIT Law allows a trust’s declaration of trust to set a lower percentage, so long as the percentage is not less than a majority of the votes entitled to be cast on the matter. The MIT declaration of trust provides for approval of any of the foregoing actions by a majority of all votes entitled to be cast on these actions. The MIT declaration of trust also provides that MIT may sell or transfer all or substantially all of MIT’s assets or dissolve if advised by the MIT board of trustees and approved by the affirmative vote of a majority of all the votes entitled to be cast on the matter. However, many of MIT’s operating assets are held by its subsidiaries, and these subsidiaries may be able to sell all or substantially all of their assets or merge with another entity without the approval of MIT’s shareholders.

Under the Maryland REIT Law, a declaration of trust may permit the trustees by a two-thirds vote to amend the declaration of trust from time to time to qualify as a REIT under the IRC or the Maryland REIT Law without the affirmative vote or written consent of the shareholders. The MIT declaration of trust permits this type of action by the MIT board of trustees. The MIT declaration of trust also permits the MIT board of trustees to increase or decrease the aggregate number of shares that MIT may issue and provides that, to the extent permitted in the future by Maryland law, the MIT board of trustees may amend any other provision of the MIT declaration of trust without shareholder approval.

The MIT declaration of trust and MIT bylaws provide that the MIT board of trustees has the power to adopt, alter or repeal any provision of the MIT bylaws and to make new bylaws. The MIT bylaws also provide shareholders with the concurrent right to amend the MIT bylaws by the affirmative vote of a majority of all votes entitled to be cast on a matter.

However, the MIT board of trustees may not amend the provisions of the MIT bylaws relating to MIT’s exemption from the “business combination” provisions of the MGCL or the adoption of a shareholder rights plan without the approval of a majority of the votes cast on the matter by MIT’s shareholders entitled to vote generally in the election of trustees.

Anti-Takeover Effect of Maryland Law and of the MIT Declaration of Trust and the MIT Bylaws

The following provisions in the MIT declaration of trust and the MIT bylaws and of Maryland law could delay or prevent a change in control of MIT:

For all of these reasons, among others, MIT’s shareholders may be unable to realize a change of control premium for any of their shares they own or otherwise effect a change of MIT’s policies.

The MIT declaration of trust provides that the MIT board of trustees may revoke or otherwise terminate MIT’s REIT status under the IRC, without approval of MIT’s shareholders, if it determines that it is no longer in MIT’s best interests to attempt to qualify, or to continue to qualify, for taxation as a REIT. The MIT declaration of trust also provides that the MIT board of trustees may determine that compliance with the restrictions on ownership and transfer of MIT’s stock is no longer required for MIT to qualify for taxation as a REIT.

The following summary of certain provisions of the Partnership Agreement of the Operating Partnership as it will be amended and restated upon the consummation of the MIT IPO does not purport to be complete and is subject to and qualified in its entirety by reference to Maryland law and the Partnership Agreement, the form of which is attached as Annex D to this proxy statement/prospectus. For purposes of this section, references to “we”, “our”, “us”, “the Company” and the “general partner” refer to MIT, in its capacity as the general partner of the Operating Partnership.

We conduct our business through a traditional umbrella partnership real estate investment trust, or UPREIT, in which our properties are owned by the Operating Partnership that was formed in June 2015. As of the date of this proxy statement/prospectus, MIC is the general partner and Color Up and HS3 are the limited partners of the Operating Partnership; however, upon the consummation of the Merger, MIT will become the general partner and MIT will acquire all of MIC’s interest in the Operating Partnership. In addition, we understand that following the Merger, Color Up will be dissolved and its interests in the Operating Partnership will be distributed to its current members, including HS3 and entities affiliated with Ms. Hogue and Mr. Chavez.

Substantially all of our assets are held by, and all of our business activities, including all activities pertaining to the acquisition or disposition of properties, are conducted through the Operating Partnership, either directly or through its subsidiaries. The Operating Partnership will be operated in a manner that will enable us to satisfy the requirements for qualification for taxation as a REIT. We do not intend to list any OP Units on any exchange or any national market system.

In connection with the Merger, the OP Units held by holders in the Operating Partnership will be converted into Class B common units, and the number of Class B common units issued to us will be equal to the number of MIT Class B common shares issued in the Merger in accordance with the terms of the Partnership Agreement. The Class B common units will automatically, and without further action on the part of the holder thereof, convert into common units on the six-month anniversary of the listing of the MIT common shares for trading on a national securities exchange (or such earlier date or dates as may be approved by our board of trustees in certain circumstances with respect to all or any portion of the outstanding MIT Class B common shares).

Provisions in the Partnership Agreement may delay or make more difficult unsolicited acquisitions of us or changes in our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some shareholders might consider such proposals, if made, desirable. These provisions also make it more difficult for third parties to alter the management structure of the Operating Partnership without the concurrence of our board of trustees. These provisions include, among others:

The Operating Partnership was formed for the purpose of conducting any business, enterprise or activity permitted by or under the Maryland Revised Uniform Limited Partnership Act, or the Act. The Operating Partnership may enter into any partnership, joint venture, business trust arrangement, limited liability company or other similar arrangement and may own interests in any other entity engaged in any business permitted by or under the Act, subject to any consent rights set forth in the Partnership Agreement.

In general, our board of trustees manages the business and affairs of the Operating Partnership by directing our business and affairs, in our capacity as the sole general partner of the Operating Partnership. Except as otherwise expressly provided in the Partnership Agreement and subject to the rights of holders of any class or series of partnership interest, all management powers over the business and affairs of the Operating Partnership are exclusively vested in us, in our capacity as the sole general partner of the Operating Partnership. We may not be removed as the general partner of the Operating Partnership, with or without cause, without our consent, which we may give or withhold in our sole and absolute discretion.

The Partnership Agreement prohibits us, in our capacity as general partner, from taking any action that would make it impossible to carry out the ordinary business of the Operating Partnership or performing any act that would subject a limited partner to liability as a general partner in any jurisdiction or any other liability except as provided under the Partnership Agreement or under the Act. We may not, in our capacity as the general partner of the Operating Partnership, without the consent of a majority in interest of the limited partners (excluding any limited partner 50% or more of whose equity is owned, directly or indirectly, by us) voluntarily withdraw as the general partner except in connection with a permitted transfer of all of our general partnership interest in the Operating Partnership or in connection with a termination transaction and, in each case, upon the admission of the transferee as a successor general partner. In addition, we may not, in our capacity as the general partner of the Operating Partnership, without the consent of a majority in interest of the common limited partners (excluding any common limited partner 50% or more of whose equity is owned, directly or indirectly, by us) transfer all or any portion of our general partnership interest in the Operating Partnership, subject to the exceptions described in the section entitled “The Operating Partnership and the Partnership Agreement—Transfers of Partnership Interests—Restrictions on Transfers by the General Partner”.

Without the consent of each affected limited partner or in connection with a transfer of all of our interests in our partnership in connection with a merger, consolidation or other combination of our assets with another entity, a sale of all or substantially all of our assets or a reclassification, recapitalization or change in our outstanding shares permitted without the consent of the limited partners as described in the section entitled “The Operating Partnership and the Partnership Agreement—Transfers of Partnership Interests—Restrictions on Transfers by the General Partner,” or a permitted termination transaction, we may not enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts us or the Operating Partnership from performing our or its specific obligations in connection with a redemption of units or expressly prohibits or restricts a limited partner from exercising its redemption rights in full. In addition to any approval or consent required by any other provision of the Partnership Agreement, we may not, without the consent of each affected partner, amend the Partnership Agreement or take any other action that would:

We may cause the Operating Partnership to issue additional units in one or more classes or series or other partnership interests and to admit additional limited partners to the Operating Partnership from time to time, on such terms and conditions and for such capital contributions as we may establish in our sole and absolute discretion, without the approval or consent of any limited partner.

The Partnership Agreement authorizes the Operating Partnership to issue OP Units, performance units, LTIP Units and preferred units, and the Operating Partnership may issue additional partnership interests in one or more additional classes, or one or more series of any of such classes, with such designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption (including, without limitation, terms that may be senior or otherwise entitled to preference over existing units) as we may determine, in our sole and absolute discretion, without the approval of any limited partner or any other person. Without limiting the generality of the foregoing, we may specify, as to any such class or series of partnership interest, the allocations of items of partnership income, gain, loss, deduction and credit to each such class or series of partnership interest.

The Partnership Agreement provides that we may not conduct any business other than in connection with the ownership, acquisition and disposition of partnership interests, the management of the business and affairs of the Operating Partnership, our operation as a reporting company with a class (or classes) of securities registered under the Exchange Act, our operations as a REIT, the offering, sale, syndication, private placement or public offering of shares, bonds, securities or other interests, financing or refinancing of any type related to the Operating Partnership or its assets or activities and such activities as are incidental to those activities discussed above. In general, we must contribute any assets or funds that we acquire to the Operating Partnership whether as capital contributions, loans or otherwise, as appropriate, in exchange for additional partnership interests. We may, however, in our sole and absolute discretion, from time to time hold or acquire assets in our own name or otherwise other than through the Operating Partnership so long as we take commercially reasonable measures to ensure that the economic benefits and burdens of such property are otherwise vested in the Operating Partnership.

The Operating Partnership will distribute such amounts, at such times, as we may in our sole and absolute discretion determine:

The Partnership Agreement provides that we are not liable to the Operating Partnership or any partner for any action or omission taken in our capacity as general partner, for the debts or liabilities of the Operating Partnership or for the obligations of the Operating Partnership under the Partnership Agreement, except for liability for our fraud, willful misconduct or gross negligence, pursuant to any express indemnity we may give to the Operating Partnership. The Partnership Agreement also provides that any obligation or liability in our capacity as the general partner of the Operating Partnership that may arise at any time under the Partnership Agreement or any other instrument, transaction or undertaking contemplated by the Partnership Agreement will be satisfied, if at all, out of our assets or the assets of the Operating Partnership only, and no such obligation or liability will be personally binding upon any of our trustees, shareholders, officers, employees or agents.

In addition, the Partnership Agreement requires the Operating Partnership to indemnify us, our trustees and officers, officers of the Operating Partnership and any other person designated by us against any and all losses, claims, damages, liabilities, expenses (including, without limitation, attorneys’ fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, that relate to the operations of the Operating Partnership, unless (i) an act or omission of the person was material to the matter giving rise to the

action and either was committed in bad faith or was the result of active and deliberate dishonesty, (ii) in the case of a criminal proceeding, the person had reasonable cause to believe the act or omission was unlawful or (iii) such person actually received an improper personal benefit in money, property or services or otherwise, in violation or breach of any provision of the Partnership Agreement. The Operating Partnership must also pay or reimburse the reasonable expenses of any such person in advance of a final disposition of the proceeding upon its receipt of a written affirmation of the person’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking by or on behalf of the person to repay any amounts paid or advanced if it is ultimately determined that the person did not meet the standard of conduct for indemnification. The Operating Partnership is not permitted to indemnify or advance funds to any person (i) with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person’s right to indemnification under the Partnership Agreement) or (ii) if the person is found to be liable to the Operating Partnership on any portion of any claim in the action.

Beginning six months after first acquiring such OP Units, each limited partner and some assignees of limited partners will have the right, subject to the terms and conditions set forth in the Partnership Agreement, to require the Operating Partnership to redeem all or a portion of the OP Units held by such limited partner or assignee in exchange for a cash amount per OP Unit equal to the value of one common share, determined in accordance with and subject to adjustment under the Partnership Agreement. The Operating Partnership’s obligation to redeem OP Units does not arise and is not binding against the Operating Partnership until the sixth business day after we receive the holder’s notice of redemption or, if earlier, the day we notify the holder seeking redemption that we have declined to acquire some or all of the OP Units tendered for redemption.

On or before the close of business on the fifth business day after a holder of OP Units gives notice of redemption to us, we may, in our sole and absolute discretion but subject to the restrictions on the ownership and transfer of our shares of beneficial interest set forth in our declaration of trust and described in “Description of Shares of Beneficial Interest—Restrictions on Ownership and Transfer” in this proxy statement/prospectus elect to acquire some or all of the OP Units tendered for redemption from the tendering party in exchange for MIT common shares, based on an exchange ratio of one common share for each OP Unit, subject to adjustment as provided in the Partnership Agreement. The Partnership Agreement does not require us to register, qualify or list any common shares issued in exchange for OP Units with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange.

Restrictions on Transfers by Limited Partners. Until the expiration of six months after the date on which a limited partner acquires a partnership interest, the limited partner generally may not directly or indirectly transfer all or any portion of such partnership interest without our consent, which we may give or withhold in our sole and absolute discretion, except for certain permitted transfers to certain affiliates, family members and charities, and certain pledges of partnership interests to lending institutions in connection with bona fide loans. After the expiration of such initial holding period, the limited partner will have the right to transfer all or any portion of its partnership interest without our consent to any person that is an “accredited investor,” within meaning set forth in Rule 501 promulgated under the Securities Act, upon ten business days prior notice to us, subject to the satisfaction of conditions specified in the Partnership Agreement, including minimum transfer requirements and our right of first refusal.

Restrictions on Transfers by the General Partner. Except as described below, any transfer of all or any portion of our interest in the Operating Partnership, whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise, must be approved by the consent of a majority in interest of the common limited partners (excluding any common limited partner 50% or more of whose equity is owned, directly or indirectly, by us). Subject to the rights of holders of any class or series of partnership interest, we may not, without the consent of the limited partners, transfer all of our interest in the Operating Partnership in connection with (a) a merger, consolidation or other combination of our or the Operating Partnership’s assets with another entity, (b) a sale of all or substantially all of our or the Operating Partnership’s assets not in the ordinary course of the Operating Partnership’s business or (c) a reclassification, recapitalization or change of any of our outstanding shares or outstanding equity interests other than in connection with a share split, reverse share split, share dividend, change in par value, increase in authorized

shares, designation or issuance of new classes of equity securities or any event that does not require the approval of our shareholders, or a Termination Transaction (as defined in the Partnership Agreement), unless:

We may also transfer all (but not less than all) of our interest in the Operating Partnership to an affiliate of us without the consent of any limited partner, subject to the rights of holders of any class or series of partnership interest.

In addition, any transferee of our interest in the Operating Partnership must be admitted as a general partner of the Operating Partnership, assume, by operation of law or express agreement, all of our obligations as general partner under the Partnership Agreement, accept all of the terms and conditions of the Partnership Agreement and execute such instruments as may be necessary to effectuate the transferee’s admission as a general partner.

The term of the Operating Partnership will continue indefinitely until dissolution upon the first to occur of any of the following:

The Operating Partnership is authorized to issue a class of units of partnership interest designated as LTIP Units. As of the date of this proxy statement/prospectus, there are 9,686 LTIP Units outstanding, subject to vesting requirements. We may cause the Operating Partnership to issue LTIP Units to persons who provide services to or for the beneﬁt of the Operating Partnership, for such consideration or for no consideration as we may determine to be appropriate, and we may admit such persons as limited partners of the Operating Partnership without the approval or consent of any limited partner. Further, we may cause the Operating Partnership to issue LTIP Units in one or more classes or series, with such terms as we may determine, without the approval or consent of any limited partner. LTIP Units may be subject to vesting, forfeiture and restrictions on transfer and receipt of distributions pursuant to the terms of any applicable equity-based plan and the terms of any award agreement relating to the issuance of the LTIP Units.

Distributions. Holders of LTIP Units shall be entitled to receive distributions in an amount per LTIP Unit equal to the amount that would have been payable if such LTIP Unit had been an OP Unit, except that distributions payable to the holders of LTIP Units upon the liquidation, dissolution or winding up of the Operating Partnership may not exceed the positive capital account balances attributable to the LTIP Units.

Conversion Rights. Vested LTIP Units are convertible at the option of each limited partner and some assignees of limited partners (in each case, that hold vested LTIP Units) into OP Units, upon notice to us and the Operating Partnership, to the extent that the capital account balance of the LTIP unitholder with respect to all of his or her LTIP Units is at least equal to our capital account balance with respect to an equal number of OP Units. We may cause the Operating Partnership to convert vested LTIP Units eligible for conversion into an equal number of OP Units at any time, upon at least 10 and not more than 60 days’ notice to the holder of the LTIP Units.

If we or the Operating Partnership is party to a transaction, including a merger, consolidation, sale of all or substantially all of our assets or other business combination, as a result of which OP Units are exchanged for or converted into the right, or holders of OP Units are otherwise entitled, to receive cash, securities or other property (or any combination thereof), we must cause the Operating Partnership to convert any vested LTIP Units then eligible for conversion into OP Units immediately before the transaction, taking into account any special allocations of income that would be made as a result of the transaction. The Operating Partnership must use commercially reasonable efforts to cause each limited partner (other than a party to such a transaction or an affiliate of such a party) holding LTIP Units that will be converted into OP Units in such a transaction to be afforded the right to receive the same kind and amount of cash, securities and other property (or any combination thereof) for such OP Units that each holder of OP Units receives in the transaction.

Transfer. Unless an applicable equity-based plan or the terms of an award agreement specify additional restrictions on transfer of LTIP Units, LTIP Units are transferable to the same extent as OP Units, as described above in the section entitled “The Operating Partnership and the Partnership Agreement—Transfers of Partnership Interests”.

Voting Rights. Limited partners holding LTIP Units are entitled to vote together as a class with limited partners holding OP Units and performance units on all matters on which limited partners holding OP Units are entitled to vote or consent, and may cast one vote for each LTIP Unit so held.

Adjustment of LTIP Units. If the Operating Partnership takes certain actions, including making a distribution of units on all outstanding OP Units, combining or subdividing the outstanding OP Units into a different number of OP Units or reclassifying the outstanding OP Units, we must adjust the number of outstanding LTIP Units or subdivide or combine outstanding LTIP units to maintain a one-for-one conversion ratio and economic equivalence between OP Units and LTIP Units.

The Operating Partnership is authorized to issue a class of units of partnership interest designated as performance units. As of the date of this proxy statement/prospectus, there are 1,500,000 Performance Units outstanding, subject to vesting requirements. We may cause the Operating Partnership to issue performance units in one or more classes or series, with such terms as we may determine, to persons who provide services to or for the beneﬁt of the Operating Partnership, for such consideration or for no consideration as we may determine to be appropriate, and we may admit such persons as limited partners of the Operating Partnership without the approval or consent of any limited partner. Performance units may be subject to vesting, forfeiture and restrictions on transfer and receipt of distributions pursuant to the terms of any applicable equity-based plan and the terms of any award agreement relating to the issuance of the performance units.

Distributions. Holders of vested performance units shall be entitled to receive distributions in an amount per performance unit equal to the amount that would have been payable if such performance unit had been an OP Unit and holders of unvested performance units shall be entitled to receive distributions in an amount per performance unit equal to the product of the distribution made to the holders of OP Units per OP Unit multiplied by 10%, except that distributions payable to the holders of performance units upon the liquidation, dissolution or winding up of the Operating Partnership may not exceed the positive capital account balances attributable to the performance units.

Conversion Rights. Vested performance units are convertible at the option of each limited partner and some assignees of limited partners (in each case, that hold vested performance units) into OP Units, and we may also cause the Operating Partnership to convert vested performance units eligible for conversion into an equal number of OP Units, in each case subject to certain limitations.

If we are or the Operating Partnership is party to a transaction, including a merger, consolidation, sale of all or substantially all of our assets or other business combination, as a result of which OP Units are exchanged for or converted into the right, or holders of OP Units are otherwise entitled, to receive cash, securities or other property (or any combination thereof), we must cause the Operating Partnership to convert any vested performance units then eligible for conversion into OP Units immediately before the transaction, taking into account any special allocations of income that would be made as a result of the transaction. The Operating Partnership must use commercially reasonable efforts to cause each limited partner (other than a party to such a transaction or an affiliate of such a party) holding performance units that will be converted into OP Units in such a transaction to be afforded the right to receive the same kind and amount of cash, securities and other property (or any combination thereof) for such OP Units that each holder of OP Units receives in the transaction.

Transfer. Unless an applicable equity-based plan or the terms of an award agreement specify additional restrictions on transfer of performance units, performance units are transferable to the same extent as OP Units, as described above in “—Transfers of Partnership Interests”.

Voting Rights. Limited partners holding performance units are entitled to vote together as a class with limited partners holding OP Units and LTIP Units on all matters on which limited partners holding OP Units are entitled to vote or consent, and may cast one vote for each performance units so held.

Adjustment of Performance Units. If the Operating Partnership takes certain actions, including making a distribution of units on all outstanding OP Units, combining or subdividing the outstanding OP Units into a different number of OP Units or reclassifying the outstanding OP Units, we must adjust the number of outstanding performance units or subdivide or combine outstanding performance units to maintain a one-for-one conversion ratio and economic equivalence between OP Units and performance units.

As of the date of this proxy statement/prospectus, there are 425,532 Class A Units outstanding. Each Class A Unit entitles the holder thereof to purchase one OP Unit at an exercise price equal to $11.75 per OP Unit, subject to adjustment as provided in the Class A Unit Agreement. The Operating Partnership issued the Class A Units pursuant to a Class A Unit Agreement, which provides that each whole Class A Unit entitles the registered holder thereof to purchase one whole OP Unit at the Class A Unit Price, subject to adjustment as discussed below, at any time following a “Liquidity Event,” which is defined as an initial public offering and/or listing of our common shares of beneficial interest on a Trading Market. The Class A Units expire five years after the date of the Class A Unit Agreement, at 5:00 PM, New York City time. The Class A Units may also be exercised on a cashless basis in lieu of payment of the aggregate Class A Unit Price at the purchaser’s election. If the number of outstanding OP Units is increased by a dividend payable in OP Units, or by a split-up of OP Units or other similar event, or decreased by a consolidation, combination, reverse split or reclassification of OP Units or other similar event, then the number of OP Units issuable on exercise of each Class A Unit shall be increased or decreased, as applicable, in proportion to such increase or decrease, as applicable, in outstanding OP Units. Whenever the number of OP Units purchasable upon the exercise of the Class A Units is adjusted, as described above, the Class A Unit Price will be adjusted (to the nearest cent) by multiplying such Class A Unit Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of OP Units redeemable upon the exercise of the Class A Units immediately prior to such adjustment, and (y) the denominator of which shall be the number of common shares so redeemable immediately thereafter. The Class A Unit Agreement further provides that, in lieu of issuing fractional units, the Operating Partnership will make a cash payment equal to the Fair Market Value (as defined in the Class A Unit Agreement) of one OP Unit multiplied by such fraction.

The MIC special meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast, accessible at . No physical meeting will be held. The MIC special meeting will be held on , 2022, at , Eastern Time.

At the MIC special meeting, MIC stockholders will be asked to consider and vote upon the following matters:

For the factors considered by the MIC board of directors in reaching its decision to approve the Merger Agreement and make the foregoing recommendations, see “The Merger—Recommendation of the MIC Board of Directors and Its Reasons for the Merger and the Other Transactions” beginning on page 82 of this proxy statement/prospectus.

The MIC board of directors has fixed the close of business on , 2022 as the Record Date. Only holders of record of MIC common stock at the close of business on the Record Date are entitled to receive notice of, and to vote at, the MIC special meeting. As of the Record Date, there were shares of MIC common stock issued and outstanding and entitled to vote at the MIC special meeting, held by approximately holders of record. All holders of record of MIC Preferred Stock as of the Record Date are entitled to notice of, but may not vote at, the MIC special meeting.

Each share of MIC common stock is entitled to one vote on each of the Charter Amendment Proposals, the Merger Proposal and the Adjournment Proposal.

As of the Record Date, approximately % of the shares of MIC common stock outstanding were beneficially owned by MIC’s current executive officers and directors. MIC currently expects that MIC’s executive officers and directors will vote the shares they beneficially own in favor of all of the proposals set forth above, although none has entered into any agreements obligating them to do so.

Stockholders entitled to cast at least 50% of the total number of shares of MIC common stock issued and outstanding on the Record Date must be present or represented by proxy to constitute a quorum at the MIC special meeting. All MIC common stock represented at the MIC special meeting, including abstentions and broker non-votes (MIC common stock held by a broker, bank or other nominee that are represented at the meeting, but with

respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal), if any, will be treated as present for purposes of determining the presence or absence of a quorum at the MIC special meeting.

The Charter Amendment Proposals and the Merger Proposal each requires the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding shares of MIC common stock at the MIC special meeting on such proposal. The Adjournment Proposal requires the affirmative vote of at least a majority of all the votes cast by holders of outstanding shares of MIC common stock entitled to vote at the MIC special meeting on such proposal. Pursuant to MIC’s amended and restated bylaws, or MIC’s bylaws, the chair of the MIC special meeting may adjourn the MIC special meeting to a later date or time, for any reason deemed necessary by the chair, in the discretion of the chair of the MIC special meeting and without any action by MIC stockholders.

The approval of the Charter Amendment Proposals and the Merger Proposal is a condition to the completion of the Merger.

If you are a MIC stockholder and you fail to instruct your broker, bank or other nominee on how to vote your shares of MIC common stock, your broker, bank or other nominee may not vote your shares on any of the proposals. This will have the same effect as a vote against the Charter Amendment Proposals and the Merger Proposal, but it will have no effect on the Adjournment Proposal, assuming a quorum is present.

If you are a MIC stockholder and fail to vote, it will have the same effect as a vote against the Charter Amendment Proposals and the Merger Proposal, but it will have no effect on the Adjournment Proposal, assuming a quorum is present. If you are a MIC stockholder and abstain from voting, it will have the same effect as a vote against the Charter Amendment Proposals and the Merger Proposal, but it will have no effect on the Adjournment Proposal.

If MIC stockholders hold shares of MIC common stock in an account of a broker, bank or other nominee and they wish to vote such MIC common stock, they must return their voting instructions to the broker, bank or other nominee using the voting instruction form included with this proxy statement/prospectus.

Shares of MIC common stock held by broker, bank or other nominee will not be voted unless such stockholders instruct such broker, bank or other nominee how to vote.

A proxy card is enclosed. Please sign the accompanying proxy and return it promptly in the enclosed postage-paid envelope. You may also vote your shares by telephone or through the internet. You will need the 16 digit control number provided on your Notice Regarding the Availability of Proxy Materials, proxy card or voting instruction form. Information and applicable deadlines for voting proxies by telephone or through the internet are set forth on the enclosed proxy card. When the accompanying proxy is returned properly executed, the shares of MIC common stock represented by it will be voted at the MIC special meeting or any adjournment or postponement thereof in accordance with the instructions contained in the proxy.

If a proxy is signed and returned without an indication as to how the shares of MIC common stock represented by the proxy are to be voted with regard to a particular proposal, the shares of MIC common stock represented by the proxy will be voted in favor of each such proposal. At the date hereof, MIC’s management has no knowledge of any business that will be presented for consideration at the MIC special meeting and which would be required to be set forth in this proxy statement/prospectus other than the matters set forth in the accompanying Notice of Special Meeting of MIC Stockholders. In accordance with MIC’s bylaws and the MGCL, business transacted at the MIC special meeting will be limited to those matters set forth in such notice. Nonetheless, if any other matter is properly presented at the MIC special meeting for consideration, it is intended that the persons named in the enclosed proxy and acting thereunder will vote in accordance with their discretion on such matter.

Your vote is important. Please sign and return the enclosed proxy card or authorize a proxy to vote your shares by telephone or through the internet.

You can change your vote or revoke your proxy at any time before your proxy is exercised at the MIC special meeting. You can do this in one of the following ways if you own your shares of record:

MIC will appoint an Inspector of Elections for the MIC special meeting to tabulate affirmative and negative votes and abstentions.

MIC will pay the cost of soliciting proxies. MIC has engaged Georgeson to assist it in the solicitation of proxies, for which MIC anticipates that it will pay Georgeson an estimated fee of $ , plus reimbursement of expenses. Proxies may also be solicited, without additional compensation, by MIC’s executive officers, directors and employees by mail, telephone or other electronic means or in person.

MIC will request brokers, banks or other nominees to forward proxy materials to the beneficial owners of MIC common stock and to obtain their voting instructions. In accordance with the regulations of the SEC and the NYSE, MIC will reimburse those firms for their expenses incurred in forwarding proxy materials to beneficial owners of MIC common stock.

Any questions about the Merger, requests for additional copies of documents or assistance authorizing a proxy or voting your shares of MIC common stock may be directed to the following address:

If you are a MIC stockholder and would like to request documents, please do so by , 2022, to receive them before the MIC special meeting.

MIC stockholders are being asked to approve the Voting Limitations Charter Amendment. MIC is proposing to delete from the MIC charter NASAA REIT Guideline restrictions on the voting of shares held by, among others, any director or affiliate of MIC with respect to any transaction between MIC and any such person.

If adopted, the Voting Limitations Charter Amendment would delete Section 11.2 of the MIC charter that provides that with respect to shares owned by the advisor, any director or any affiliate, neither the advisor, nor such director, nor any affiliate may vote or consent on matters submitted to the stockholders with respect to the removal of the advisor, such director or any affiliate or any transaction between MIC and any such person. This section imposes voting limitations with respect to shares of MIC common stock held by directors and affiliates of MIC, which will not be applicable if the Voting Limitations Charter Amendment is approved. Pursuant to the Merger Agreement, approval of this proposal is a condition to completing the Merger and if the Voting Limitations Charter Amendment is not approved, unless this condition is waived, the Merger will not be completed even if the Merger is approved. MIC and MIT do not expect to waive approval of the Charter Amendment Proposals as a condition to the Merger. The effectiveness of the Voting Limitations Charter Amendment is conditioned on approval of the Merger and the closing of the Merger. If MIC stockholders do not approve the Merger and the Merger does not close, the Voting Limitations Charter Amendment will not become effective. MIC believes that it would not be practical to complete the Merger if it were required to comply with these provisions and the Merger is specifically conditioned on the Voting Limitations Charter Amendment.

A copy of the Articles of Amendment containing the Voting Limitations Charter Amendment is attached as Annex A-1 to this proxy statement/prospectus.

MIC is asking MIC stockholders to approve the Voting Limitations Charter Amendment.

Approval of the Voting Limitations Charter Amendment Proposal requires the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding shares of MIC common stock at the MIC special meeting on such proposal. If the Voting Limitations Charter Amendment Proposal is approved by MIC stockholders, the Articles of Amendment to MIC’s charter may be immediately filed with the Maryland SDAT, while the MIC special meeting is in progress (or temporarily recessed) so that the Voting Limitations Charter Amendment would become effective before the Merger Proposal and the Adjournment Proposal are considered and voted upon.

The MIC board of directors unanimously recommends that MIC stockholders vote “FOR” the Voting Limitations Charter Amendment Proposal.

MIC stockholders are being asked to approve the Roll-Up Charter Amendment. If adopted, the Roll-Up Charter Amendment would delete Article XIV related to Roll-Up Transactions (and the associated definitions) from the MIC charter. This article imposes substantive and procedural requirements relating to Roll-Up Transactions, all of which will not be applicable if the Roll-Up Charter Amendment is approved. Pursuant to the Merger Agreement, approval of this proposal is a condition to completing the Merger and if the Roll-Up Charter Amendment is not approved, unless this condition is waived, the Merger will not be completed even if the Merger is approved. MIC and MIT do not expect to waive approval of the Charter Amendment Proposals as a condition to the Merger..Likewise, the effectiveness of the Roll-Up Charter Amendment is conditioned on approval of the Merger Proposal and the parties being prepared to close the Merger. If MIC stockholders do not approve the Merger and the Merger does not close, the Roll-Up Charter Amendment will not become effective.

The MIC charter defines a Roll-Up Transaction as a transaction involving the acquisition, merger, conversion or consolidation, directly or indirectly, of MIC and the issuance of securities of a Roll-Up Entity that is created or would survive after the successful completion of the Roll-Up Transaction. This definition does not include (1) a transaction involving securities of MIC that have been listed on a national securities exchange for at least 12 months or (2) a transaction involving MIC’s conversion to corporate, trust or association form if, as a consequence of the transaction, there will be no significant adverse change in stockholder voting rights, the term of MIC’s existence, compensation to the advisor or sponsor or MIC’s investment objectives. The Merger and the MIT Share Issuance would be considered a Roll-Up Transaction.

In connection with any Roll-Up Transaction involving the issuance of securities of a Roll-Up Entity, the MIC charter requires MIC to obtain an appraisal of its assets from a competent independent appraiser. If the appraisal will be included in a prospectus used to offer the securities of a Roll-Up Entity, the appraisal must be filed with the SEC and the states as an exhibit to the registration statement for the offering, and a summary of the appraisal, indicating all material assumptions underlying the appraisal, must be included in a report to MIC stockholders in connection with any proposed Roll-Up Transaction. In addition, in connection with a proposed Roll-Up Transaction, the MIC charter requires the person sponsoring the Roll-Up Transaction to offer to MIC stockholders who vote against the proposed Roll-Up Transaction the choice of: (1) accepting the securities of the Roll-Up Entity offered in the proposed Roll-Up Transaction or one of the following: (a) remaining as holders of shares of MIC common stock and preserving their interests therein on the same terms and conditions as existed previously or (b) receiving cash in an amount equal to the stockholder’s pro rata share of the appraised value of MIC’s net assets. Under the MIC charter, MIC is prohibited from participating in any Roll-Up Transaction: (1) that would result in the common stockholders having voting rights in a Roll-Up Entity that are less than those provided in the MIC charter, (2) that includes provisions that would operate to materially impede or frustrate the accumulation of shares by any purchaser of the securities of the Roll-Up Entity, except to the minimum extent necessary to preserve the tax status of the Roll-Up Entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the Roll-Up Entity on the basis of the number of shares held by that investor, (3) in which investor’s rights to access of records of the Roll-Up Entity will be less than those provided in the MIC charter or (4) in which any of the costs of the Roll-Up Transaction would be borne by MIC if the Roll-Up Transaction is rejected by the MIC stockholders.

MIC does not intend to obtain an appraisal of its assets in connection with the Merger or comply with the other provisions of the MIC charter applicable to Roll-Up Transactions. MIC believes that it would not be practical to complete the Merger if it were required to comply with these provisions and the Merger is specifically conditioned on the approval of Roll-Up Charter Amendment.

A copy of the Articles of Amendment containing the Roll-Up Charter Amendment is attached as Annex A-2 to this proxy statement/prospectus.

Approval of the Roll-Up Charter Amendment Proposal requires the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding shares of MIC common stock at the MIC special meeting on such proposal.

The MIC board of directors unanimously recommends that MIC stockholders vote “FOR” the Roll-Up Charter Amendment Proposal.

MIC stockholders are being asked to approve the Merger and the other transactions contemplated by the Merger Agreement. For a summary and detailed information regarding this proposal to approve the Merger, see the information about the Merger Agreement and the Merger throughout this proxy statement/prospectus, including the information set forth in sections entitled “The Merger” beginning on page 81 and “The Merger Agreement” beginning on page 109 of this proxy statement/prospectus. A copy of the Merger Agreement is attached as Annex B to this proxy statement/prospectus.

Pursuant to the Merger Agreement, approval of this proposal is a condition to the completion of the Merger. If the proposal is not approved, the Merger will not be completed.

MIC is asking MIC stockholders to approve the Merger and the other transactions contemplated by the Merger Agreement.

Approval of the Merger Proposal requires the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding shares of MIC common stock at the MIC special meeting on such proposal.

The MIC board of directors unanimously recommends that MIC stockholders vote “FOR” the Merger Proposal.

The MIC special meeting may be adjourned to another date or dates, if necessary or appropriate, to permit further solicitation of proxies to obtain additional votes in favor of either Charter Amendment Proposal or the Merger Proposal. If, at the MIC special meeting, the number of shares of MIC common stock present or represented and voting in favor of either Charter Amendment Proposal or the Merger Proposal is insufficient to approve any such proposal, MIC intends to move to adjourn the MIC special meeting to a later date or dates in order to enable the MIC board of directors to solicit additional proxies. In addition, pursuant to MIC’s bylaws, the chair of the MIC special meeting may adjourn the MIC special meeting to a later date or dates, for any reason deemed necessary by the chair, without MIC stockholder approval.

MIC is asking MIC stockholders to approve the adjournment of the MIC special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve either Charter Amendment Proposal or the Merger Proposal.

Approval of the Adjournment Proposal requires the affirmative vote of at least a majority of all the votes cast by holders of outstanding shares of MIC common stock entitled to vote at the MIC special meeting on such proposal.

The MIC board of directors unanimously recommends that MIC stockholders vote “FOR” the Adjournment Proposal.

The following is a discussion of the Merger and the material terms of the Merger Agreement. You should carefully read the Merger Agreement in its entirety, a copy of which is attached as Annex B to this proxy statement/prospectus and incorporated by reference into this proxy statement/prospectus.

MIC is a publicly-registered, non-traded company, which completed its initial public offering in September 2015. MIC has been committed to considering alternatives for providing liquidity for its stockholders since that time.

On January 8, 2021, MIC entered into an equity purchase and contribution agreement, or the Purchase Agreement, by and among MIC, the Operating Partnership, Vestin Realty Mortgage I, Inc., or VRMI, Vestin Realty Mortgage II, Inc., or VRMII, and Michael V. Shustek, or Mr. Shustek, and together with VRMI and VRMII, the Former Advisor, and Color Up and the transactions contemplated by the Purchase Agreement, being referred to herein collectively as the 2021 Transaction. The transactions contemplated in the Purchase Agreement closed on August 25, 2021, or the Closing, and, pursuant to the Purchase Agreement, at the Closing, MIC acquired three multi-level parking garages consisting of approximately 765 and 1,625 parking spaces located in Cincinnati, Ohio and approximately 1,154 parking spaces located in Chicago, Illinois totaling approximately 1,201,000 square feet. In addition to the parking garages, proprietary technology was contributed to MIC, which provides management with real-time information on the performance of its assets. Management has been implementing the contributed proprietary technology into its legacy garages. Pursuant to the Closing, the Operating Partnership issued 7,495,090 OP Units at $11.75 per unit for total consideration of $84.1 million, net of transaction costs. The consideration received consisted of $35.0 million of cash, three parking assets with a fair value of approximately $98.8 million, or the Contributed Interests, and technology with a fair value of $4.0 million. MIC also assumed long-term debt with a fair value of approximately $44.5 million. In addition, MIC issued warrants to Color Up to purchase up to 1,702,128 shares of MIC common stock at an exercise price of $11.75 per share for an aggregate cash purchase price of up to $20 million.

Prior to August 25, 2021, a special committee, or the Special Committee, of the MIC board of directors consisting of John E. Dawson, Robert J. Aalberts and Shawn Nelson approved the Purchase Agreement. In connection with the Closing, Messrs. Dawson, Aalberts and Shustek resigned their directorships and Manuel Chavez, III, Stephanie Hogue, Jeffrey B. Osher, Lorrence T. Kellar and Damon Jones, or the Color Up Designated Directors, and Danica Holley were elected to the MIC board of directors. At the Closing, Mr. Shustek resigned as a director and officer of MIC and its subsidiaries and Mr. Chavez became the Chief Executive Officer of MIC and Ms. Hogue became the President of MIC. Mr. Shustek no longer owns any shares of MIC.

As noted above, MIC closed on the 2021 Transaction on August 25, 2021, which resulted in a new management team. In addition, as of December 3, 2021, Ms. Hogue was appointed Interim Chief Financial Officer of MIC. Following the Closing, the new management team and the MIC board of directors became focused predominantly on pursuing a potential liquidity event, working with third-party tenants to optimize the performance of its parking facilities and other assets to move towards cash ﬂow positivity, reducing corporate overhead to move MIC towards proﬁtability, pursuing options for reﬁnancing its near-term debt maturities and pursuing acquisitions as well as a potential liquidity event, including a potential listing event or other alternatives intended to provide MIC scale and capacity to grow beyond its current asset base, and identifying paths for remediation of REIT status, which was lost during MIC’s taxable year ended December 31, 2020 as a consequence of lease modiﬁcations entered into during the COVID-19 pandemic, which resulted in MIC earning income from a number of distressed tenants that did not constitute qualifying REIT income for purposes of the annual REIT gross income tests.

On October 5, 2021, the management team presented potential options to the MIC board of directors, including a potential merger with and into a newly formed Maryland REIT with a class of securities registered on

a national securities exchange. From then through February 2022, management and the MIC board of directors continued to work with their legal, financial and accounting advisors to evaluate MIC's strategic alternatives.

On March 8, 2022, Sullivan & Worcester LLP, legal counsel to MIC and MIT, submitted a proposed draft deﬁnitive Merger Agreement to MIC and MIT. Members of MIC’s and MIT’s management and Sullivan & Worcester LLP reviewed the draft and held various discussions between March 8, 2022 and May 26, 2022 concerning the proposed structure and terms of the Merger Agreement.

On March 11, 2022, the MIC board of directors held a meeting in which representatives of Keating Muething & Klekamp PLL, counsel to MIC, or KMK, participated, during which the MIC board of directors discussed the MIT IPO and the Merger and unanimously approved the payment of certain expenses in connection with the MIT IPO.

On May 24, 2022, the MIC board of directors held a regularly scheduled meeting in which representatives of KMK participated, during which the MIC board of directors discussed the proposed terms of the draft Merger Agreement, including the MIC Preferred Stock Merger Consideration.

On May 25, 2022, the MIC board of directors met with its legal advisors to continue to discuss the proposed terms of the draft Merger Agreement, including the MIC Preferred Stock Merger Consideration.

On May 27, 2022, the MIC board of directors unanimously approved the Merger Agreement and declared and determined the Charter Amendments, the Merger and the other transactions contemplated by the Merger Agreement to be fair and reasonable and on terms no less favorable than would be available from unaffiliated third parties and advisable to, and in the best interests of, MIC, and recommended that the holders of MIC common stock approve the Charter Amendments and the Merger. The MIC board of directors also authorized MIC’s management to execute the Merger Agreement.

On May 27, 2022, MIT’s board of trustees unanimously approved the Merger Agreement and declared the Merger, the MIT Share Issuance, any related documentation and the other transactions contemplated by the Merger Agreement, advisable and in the best interests of MIT. MIT’s board of trustees also authorized MIT’s management to execute the Merger Agreement.

On May 27, 2022, Bombe, the sole holder of all the outstanding MIT common shares as of the date hereof, approved the Merger, including the MIT Share Issuance, and the limited partners of the Operating Partnership approved the Merger and the admission of MIT as the successor general partner effective as of the Effective Time. On May 31, 2022, MIC issued a press release announcing the entry into the Merger Agreement.

Recommendation of the MIC Board of Directors and Its Reasons for the Merger and the Other Transactions

MIC is proposing the Merger because the MIC board of directors has concluded, after careful consideration, that the Merger and the other transactions contemplated by the Merger Agreement to be fair and reasonable and on terms no less favorable than would be available from unaffiliated third parties and advisable to, and in the best interests of, MIC.

The decision of the MIC board of directors, including the disinterested directors, to approve the Merger Agreement and declare and determine the Merger and the other transactions contemplated by the Merger Agreement to be fair and reasonable and on terms no less favorable than would be available from unaffiliated third parties and advisable to, and in the best interests of, MIC was the result of careful consideration by the MIC board of directors of numerous factors, including the following material factors:

The MIC board of directors also considered the following potentially negative factors in its deliberations:

In addition, the MIC board of directors considered that certain of MIC’s executive officers and directors have interests in the Merger that are different from, or in addition to, the interests of MIC stockholders generally, which

may create potential conflicts of interest or the appearance thereof. In considering the recommendation of the MIC board of directors with respect to the Merger, you should be aware of these interests. For more information on these interests, see “The Merger—Interests of MIT and MIC Executive Officers, Trustees and Directors in the Merger” beginning on page 84 of this proxy statement/prospectus.

Although the foregoing discussion sets forth the material factors considered by the MIC board of directors in reaching its recommendation to the MIC stockholders, it may not include all of the factors considered by the MIC board of directors, and each director may have considered different factors or given different weights to different factors. In view of the variety of factors and the amount of information considered, the MIC board of directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching their respective recommendations. The MIC board of directors realized that there can be no assurance about future results, including results expected or considered in the factors above. However, the MIC board of directors concluded that the potential positive factors described above significantly outweighed the negative factors described above. The recommendation was made after consideration of all of the factors as a whole. MIC cannot provide any assurance that material changes in the operations or performance of MIC will not occur prior to or after the MIC special meeting or prior to the completion of the Merger.

For the reasons set forth above, MIC’s disinterested directors and the MIC board of directors unanimously approved the Merger Agreement and declared the Merger and the other transactions contemplated by the Merger Agreement to be fair and reasonable and on no less favorable terms than would be available from unaffiliated third parties and advisable to, and in the best interests of, MIC and its stockholders.

The MIC board of directors unanimously recommends to MIC’s stockholders that they vote “ FOR” the Charter Amendment Proposals, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

This explanation of MIC’s reasons for the Merger and the other transactions contemplated by the Merger Agreement and the other information presented in this section are forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 51 of this proxy statement/prospectus.

Interests of MIT and MIC Executive Officers, Trustees and Directors in the Merger

MIC stockholders should be aware that certain of MIT’s and MIC’s executive officers, trustees and directors have interests in the Merger that may be different from, or in addition to, the interests of the MIC stockholders generally, which may create potential conflicts of interest or the appearance thereof. The MIC board of directors was aware of these interests, among other matters, in approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and in recommending that MIC stockholders vote for the Merger Proposal. These interests include those discussed below.

MIC’s executive officers and directors collectively beneficially owned shares of MIC common stock, or approximately % of the shares of MIC common stock outstanding as of the Record Date, and have indicated that they expect to vote “FOR” the Voting Limitations Charter Amendment Proposal, “FOR” the Roll-Up Charter Amendment Proposal, “FOR” the Merger Proposal, assuming the Voting Limitations Charter Amendment Proposal is approved and the Voting Limitations Charter Amendment is effective prior to such vote,and “FOR” the Adjournment Proposal. For further information, see “The MIC Special Meeting—Required Vote” on page 75 of this proxy statement/ prospectus.

resignation or removal or the due election and qualification of his or her successor, in each case in accordance with the MIT declaration of trust and bylaws.

For additional information regarding the executive officers and trustees of MIT following the Merger, see “Management of the Combined Company” on page 136 of this proxy statement/prospectus.

Pursuant to the Merger Agreement, at the Effective Time (1) holders of shares of MIC common stock will receive one MIT Class B common share for each share of MIC common stock they hold immediately prior to the Effective Time (other than shares of MIC common stock held by any wholly owned subsidiary of MIC, which will be cancelled in the Merger without payment of any consideration therefor) and (2) holders of shares of MIC Preferred Stock will receive, for each share of MIC Preferred Stock they hold immediately prior to the Effective Time, the MIC Preferred Stock Merger Consideration. The MIT Class B common shares are identical to the MIT common shares and will vote with the MIT common shares as a single class, except that (i) MIT does not intend to list the MIT Class B common shares on a national securities exchange in connection with the Merger and (ii) upon the six-month anniversary of the listing of MIT common shares for trading on a national securities exchange (or such earlier date or dates as may be approved by the MIT board of trustees in certain circumstances with respect to all or any portion of the outstanding MIT Class B common shares), each MIT Class B common share will automatically, and without any shareholder action, convert into one listed MIT common share. MIC stockholders will receive cash in lieu of any fractional MIT Class B common shares to which they may be entitled, and such cash, together with the MIC Preferred Stock Merger Consideration, is referred to herein as the Cash Merger Consideration. The MIC common stock is not listed on a national securities exchange. In connection with the MIT IPO, MIT intends to apply to list the MIT common shares on the NYSE under the ticker symbol “BEEP” and expects the listing to occur prior to the Effective Time. The closing of the MIT IPO is a condition to the consummation of the Merger.

All amounts payable in respect of such outstanding warrants and MIC equity awards will be subject to appropriate tax withholding.

Neither MIT nor MIC is aware of any regulatory approvals that are expected to prevent the consummation of the Merger.

In order to assess the accounting treatment of the MIT IPO and the Merger, management first considered the legal form of the MIT IPO and the acquisition of MIC by MIT and concluded the transactions are linked and should be treated as a single transaction from an accounting perspective because the arrangements meet the criteria outlined in Accounting Standards Codification, or ASC, 810-10-40-6.

Management next considered the guidance in ASC 805-10-55-15 related to the use of newly formed entities to effect a business combination. Based on this guidance, management determined that MIT, notwithstanding its business, legal and tax objectives, is not substantive from an accounting perspective and does not meet the definition of a business under ASC 805. Therefore, MIC is determined to be the accounting acquirer in a reverse merger with an entity that is not a business. Analogous to Section 12100 of the SEC Financial Reporting Manual, the accounting for the Merger will be that of a capital infusion rather than a business combination.

Management additionally considered the substance of the Merger from an accounting perspective under GAAP, which further supported the accounting conclusion as described above. The only change to MIT from an accounting perspective under GAAP immediately prior to and immediately after the MIT IPO and the Merger is the infusion of capital by new public shareholders of MIT. In addition, while the form of entity will change to a Maryland REIT, the management team and board of trustees of MIT as of immediately prior to the MIT IPO and the Merger will be substantially the same as that of MIC prior to these transactions. Accordingly, for accounting purposes under GAAP based on the guidance in ASC 805-40-45-1 and 45-2, the financial statements of the combined entity will represent a continuation of the financial statements of MIC with a transaction to issue new equity shares.

Prior to the Effective Time, MIT will appoint an exchange and paying agent that is reasonably acceptable to MIC to handle the exchange of MIC common stock for MIT Class B common shares and MIC Preferred Stock for the MIC Preferred Stock Merger Consideration. Within five business days after the Effective Time, the exchange and paying agent will send to each holder of record of a certificate or certificates or book entry share which, immediately prior to the Effective Time represented shares of MIC common stock and MIC Preferred Stock outstanding, a letter of transmittal and instructions for effecting the exchange of such certificate or certificates or the transfer of the book entry shares in exchange for the applicable Merger Consideration the holder is entitled to receive under the Merger Agreement.

Upon surrender of share certiﬁcates for cancellation along with the executed letter of transmittal and other documents described in the instructions, each MIC stockholder (other than shares of MIC common stock held by any wholly owned subsidiary of MIC, which will be cancelled in the Merger without payment of any consideration therefor) will receive all of the following: (i) one MIT Class B common share for each share of MIC common stock held by such MIC stockholder; (ii) cash in lieu of fractional MIT common shares, if any; and (iii) the MIC Preferred Stock Merger Consideration for each share of MIC Preferred Stock held by such MIC stockholder.

If you are an MIT shareholder, you are not required to take any action with respect to your MIT common shares.

Following the completion of the Merger, MIT will assume MIC’s Credit Facility.

Pursuant to the Merger Agreement, following the Effective Time, the MIC common stock will be de-registered under the Exchange Act.

MIC stockholders are not entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL in connection with the Merger.

Since the consummation of the Merger is conditioned on the approval of the Charter Amendments, a MIC stockholder who votes “no” with respect to the Merger will not be entitled to receive cash in an amount equal to the stockholder’s pro rata share of the appraised value of MIC’s net assets, assuming the Roll-Up Charter Amendment Proposal and the Merger Proposal are approved.

The following is a summary of the material federal income tax considerations relating to the Merger, to MIT’s qualification and taxation as a REIT, and to the acquisition, ownership and disposition of MIT Class B common shares and the MIT common shares into which the MIT Class B common shares will convert, which we refer to collectively in this section as shares of MIT. The summary is based on existing law and is limited to investors who hold MIC common stock and shares of MIT acquired in the Merger as investment assets rather than as inventory or as property used in a trade or business. References in this summary to “we”, “us” and “our” before the Merger are references to MIC, and after the Merger are references to MIT. The summary does not discuss all of the particular tax considerations that might be relevant to you in light of your specific circumstances or if you are subject to special rules under federal income tax law, for example if you are:

The sections of the IRC that govern the federal income tax qualification and treatment of a REIT and its shareholders are complex. This presentation is a summary of applicable IRC provisions, related rules and regulations, and administrative and judicial interpretations, all of which are subject to change, possibly with

retroactive effect. Future legislative, judicial or administrative actions or decisions could also affect the accuracy of statements made in this summary. We have not received a ruling from the IRS with respect to any matter described in this summary, and we cannot be sure that the IRS or a court will agree with all of the statements made in this summary. The IRS could, for example, take a different position from that described in this summary with respect to MIC’s or MIT’s acquisitions, operations, valuations, restructurings or other matters, which, if a court agreed, could result in significant tax liabilities for applicable parties. In addition, this summary is not exhaustive of all possible tax considerations and does not discuss any estate, gift, state, local or foreign tax considerations. For all these reasons, we urge you and any prospective acquiror of shares of MIC common stock or shares of MIT to consult with a tax advisor about the federal income tax and other tax consequences of the acquisition, ownership and disposition of shares of MIC common stock or shares of MIT. Our intentions and beliefs described in this summary are based upon our understanding of applicable laws and regulations that are in effect as of the date of this proxy statement/prospectus. If new laws or regulations are enacted which impact us directly or indirectly, we may change our intentions or beliefs.

Your federal income tax consequences generally will differ depending on whether or not you are a “U.S. shareholder.” For purposes of this summary, a “U.S. shareholder” is a beneficial owner of shares of MIC common stock or shares of MIT that is:

whose status as a U.S. shareholder is not overridden by an applicable tax treaty. Conversely, a “non-U.S. shareholder” is a beneficial owner of shares of MIC common stock or shares of MIT that is not an entity (or other arrangement) treated as a partnership for federal income tax purposes and is not a U.S. shareholder.

If any entity (or other arrangement) treated as a partnership for federal income tax purposes holds shares of MIC common stock or shares of MIT, the tax treatment of a partner in the partnership generally will depend upon the tax status of the partner and the activities of the partnership. Any entity (or other arrangement) treated as a partnership for federal income tax purposes that is a holder of shares of MIC common stock or shares of MIT and the partners in such a partnership (as determined for federal income tax purposes) are urged to consult their own tax advisors about the federal income tax consequences and other tax consequences of the acquisition, ownership and disposition of shares of MIC common stock or shares of MIT.

The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the IRC and the Treasury Regulations promulgated thereunder. Our tax counsel, Sullivan & Worcester LLP, is of the opinion that (i) the Merger will be so treated, and (ii) MIT and MIC will each be a party to that reorganization within the meaning of Section 368(b) of the IRC, and it is a condition to closing of the Merger that each of MIT and MIC receive an opinion of counsel to such effect. The remainder of this discussion assumes that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the IRC.

Tax Consequences of the Merger to MIC. MIC will not recognize any gain or loss as a result of the Merger.

Tax Consequences of the Merger to MIT. MIT will inherit the historic tax bases, holding periods, and depreciation/amortization schedules of MIC with respect to the assets it acquires in the Merger.

Tax Consequences of the Merger to U.S. Shareholders. A U.S. shareholder that holds shares of MIC common stock generally will not recognize any gain or loss as a result of the Merger (other than gain or loss with respect

to cash received in lieu of fractional MIT Class B common shares, if any). A U.S. shareholder generally will have an aggregate tax basis in the MIT Class B common shares it receives in the Merger equal to the shareholder’s aggregate tax basis in its shares of MIC common stock surrendered pursuant to the Merger. The holding period for the MIT Class B common shares received by a U.S. shareholder in connection with the Merger will include the holding period of the shares of MIC common stock surrendered in connection with the Merger. If a U.S. shareholder acquired any of its shares of MIC common stock at different prices and/or at different times, Treasury Regulations provide guidance on how such shareholder may allocate its tax basis to MIT Class B common shares received in the Merger and the holding period of such MIT Class B common shares.

A U.S. shareholder that receives cash in lieu of a fractional MIT Class B common share generally will be treated as having received such fractional share and then as having received such cash in redemption of the fractional share. Gain or loss generally will be recognized by a U.S. shareholder based on the difference between the amount of cash received in lieu of the fractional shares and the portion of the shareholder's aggregate adjusted tax basis of the shares of MIC common stock surrendered which is allocable to the fractional share. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. shareholder’s holding period for such shares of MIC common stock exceeds one year at the Effective Time.

Tax Consequences of the Merger to Non-U.S. Shareholders. Section 897 of the IRC generally subjects any gain or loss realized by a foreign person on the disposition of a “United States real property interest”, or USRPI, to federal income tax as if such gain or loss were effectively connected with the foreign person’s conduct of a trade or business in the United States, referred to as FIRPTA. For purposes of FIRPTA, stock held in a “United States real property holding corporation,” or USRPHC, generally is classified as a USRPI. A corporation generally is classified as a USRPHC if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus any other assets used or held for use in its trade or business within the meaning of applicable Treasury Regulations.

We believe that MIC currently is a USRPHC and that it will continue to be a USRPHC until the Effective Time. We believe that MIT will be treated as a USRPHC at the Effective Time, as described below under “—Taxation of Non-U.S. Shareholders”, although the MIT Class B common shares generally are not expected to constitute USRPIs. As such, under the Treasury Regulations, non-U.S. shareholders are generally expected to be subject to FIRPTA in connection with the Merger, including a withholding obligation of up to 15% on the fair market value of the MIT Class B common shares each such shareholder receives pursuant to the Merger. This withholding obligation may be reduced or eliminated if the federal income tax on the gain from the exchange of shares of MIC common stock for MIT Class B common shares is less than 15% of the fair market value of such MIT Class B common shares, if we are provided a FIRPTA Withholding Reduction Certificate issued by the IRS pursuant to the submission of IRS Form 8288-B. To satisfy any withholding obligation, MIT or the applicable withholding agent may collect the amount of federal income tax required to be withheld by reducing to cash for remittance to the IRS a sufficient number of MIT Class B common shares that a non-U.S. shareholder would otherwise receive or own, including through the redemption of MIT Class B common shares by MIT, and the applicable shareholder may bear brokerage or other costs for this withholding procedure.

A non-U.S. shareholder that receives cash in lieu of a fractional MIT Class B common share generally will be treated as having received such fractional share and then as having received such cash in redemption of the fractional share. A non-U.S. shareholder will generally not be subject to U.S. federal income taxation or withholding with respect to cash in lieu of a fractional MIT Class B common share received, provided that such non-U.S. shareholder has properly certified to the applicable withholding agent its non-U.S. shareholder status on an applicable IRS Form W-8 or substantially similar form.

Non-U.S. shareholders that are holders of shares of MIC common stock are urged to consult their own tax advisors about the federal income tax consequences of the Merger to them, and should otherwise contact us regarding the possible mitigation of applicable withholding obligations.

Material Federal Income Tax Consequences of the Conversion of MIT Class B Common Shares

As discussed above, upon the six-month anniversary of the listing of the MIT common shares for trading on a national securities exchange (or such earlier date or dates as may be approved by MIT’s board of trustees in certain circumstances with respect to all or any portion of the outstanding MIT Class B common shares), each MIT Class B common share will automatically, and without any shareholder action, convert into one listed MIT common share.

A holder of MIT Class B common shares generally will not recognize any gain or loss upon this conversion. A shareholder generally will have an aggregate tax basis in the MIT common shares it holds following the conversion equal to the shareholder’s aggregate tax basis in its MIT Class B common shares that convert. The holding period for the MIT common shares held following the conversion will include the holding period of the MIT Class B common shares that convert.

From the time of MIT’s formation, MIT has been treated for federal income tax purposes as an entity that is not separate from Bombe under Treasury Regulations issued under Section 7701 of the IRC. Prior to the Effective Time, MIT will make an election to be treated as a corporation for federal income tax purposes, which will ultimately enable MIT to make an election to be taxed as a REIT beginning with its taxable year ending December 31, 2022. For the period in which MIT is treated as disregarded from Bombe for federal income tax purposes, Bombe will be solely responsible for any federal income tax with respect to MIT’s assets, liabilities and items of income, deduction and credit, as well as the federal income tax filings in respect of MIT’s operations.

MIT’s first taxable year will commence upon its election to be treated as a corporation for federal income tax purposes and will end on December 31, 2022. Effective with its first taxable year, MIT intends to elect to be taxed as a REIT under Sections 856 through 860 of the IRC, and the discussion below assumes that it will make that election by timely filing its federal income tax return as a REIT for that taxable year. MIT’s REIT election, assuming continuing compliance with the then applicable qualification tests, will continue in effect for subsequent taxable years. We believe that MIT will be organized and will operate in a manner so as to qualify to be taxed as a REIT under the IRC, and it is intended that MIT will continue to be so organized and to so operate once MIT has qualified for taxation as a REIT.

As a REIT, MIT generally will not be subject to federal income tax on its net income distributed as dividends to its shareholders. Distributions to MIT’s shareholders generally will be included in its shareholders’ income as dividends to the extent of MIT’s available current or accumulated earnings and profits. MIT’s dividends generally will not be entitled to the preferential tax rates on qualified dividend income, but a portion of MIT’s dividends may be treated as capital gain dividends or as qualified dividend income, all as explained below. In addition, for taxable years beginning before 2026 and pursuant to the deduction-without-outlay mechanism of Section 199A of the IRC, MIT’s noncorporate U.S. shareholders that meet specified holding period requirements will generally be eligible for lower effective tax rates on MIT’s dividends that are not treated as capital gain dividends or as qualified dividend income. No portion of any of MIT’s dividends will be eligible for the dividends received deduction for corporate shareholders. Distributions in excess of MIT’s current or accumulated earnings and profits generally will be treated for federal income tax purposes as returns of capital to the extent of a recipient shareholder’s basis in shares of MIT, and will reduce this basis. MIT’s current or accumulated earnings and profits will be generally allocated first to distributions made on its preferred shares, of which there will be none outstanding at the Effective Time and thereafter to distributions made on common shares of MIT (including MIT Class B common shares). For all these purposes, MIT’s distributions will include cash distributions, any in kind distributions of property that MIT might make, and deemed or constructive distributions resulting from capital market activities (such as some redemptions), as described below.

Our counsel, Sullivan & Worcester LLP, is of the opinion that, giving effect to the transactions described in this proxy statement/prospectus (including the offering and the Merger) and subject to the discussion below, MIT will be organized in conformity with the requirements for qualification and taxation as a REIT under the IRC and that MIT’s current and anticipated investments and plan of operation will enable MIT to meet and continue to meet the requirements for qualification and taxation as a REIT under the IRC for its taxable year ending December 31, 2022 and thereafter, assuming MIT’s filing of a timely federal income tax return for its 2022 taxable year. Our counsel’s opinions are conditioned upon the assumption that MIT’s leases, the MIT declaration of trust, the Merger Agreement, and all other legal documents to which MIT has been or is a party have been and will be complied with by all parties to those documents, upon the accuracy and completeness of the factual matters described in this proxy statement/prospectus and upon representations made by us as to certain factual matters relating to our organization and operations and our expected manner of operation. If this assumption or a description or representation is inaccurate or incomplete, our counsel’s opinions may be adversely affected and may not be relied upon. The opinions of our counsel are based upon the law as it exists today, but the law may change in the future, possibly with retroactive effect. Given the highly complex nature of the rules governing REITs, the ongoing importance of factual

determinations, and the possibility of future changes in our circumstances, neither Sullivan & Worcester LLP nor we can be sure that MIT will qualify as or be taxed as a REIT for any particular year. Any opinion of Sullivan & Worcester LLP as to MIT’s qualification or taxation as a REIT will be expressed as of the date issued. Counsel will have no obligation to advise us or our shareholders of any subsequent change in the matters stated, represented or assumed, or of any subsequent change in the applicable law. Also, the opinions of counsel are not binding on either the IRS or a court, and either could take a position different from that expressed by counsel.

MIT’s actual qualification and taxation as a REIT will depend upon its compliance with various qualification tests imposed under the IRC and summarized below. While we expect that MIT will satisfy these tests, our counsel will not review compliance with these tests on a continuing basis. If MIT fails to qualify for taxation as a REIT in any year, then MIT will be subject to federal income taxation as if it were a corporation taxed under subchapter C of the IRC, or a C corporation, and its shareholders will be taxed like shareholders of a regular C corporation, meaning that federal income tax generally will be applied at both the corporate and shareholder levels. In this event, MIT could be subject to significant tax liabilities, and the amount of cash available for distribution to MIT shareholders could be reduced or eliminated.

If MIT qualifies for taxation as a REIT and meets the tests described below, then MIT generally will not pay federal income tax on amounts that MIT distributes to its shareholders. However, even if MIT qualifies for taxation as a REIT, MIT may still be subject to federal tax in the following circumstances, as described below:

If MIT fails to qualify for taxation as a REIT in any year, then it will be subject to federal income tax in the same manner as a regular C corporation. Further, as a regular C corporation, distributions to MIT’s shareholders will not be deductible by MIT, nor will distributions be required under the IRC. Also, to the extent of MIT’s current and accumulated earnings and profits, all distributions to its shareholders will generally be taxable as ordinary dividends potentially eligible for the preferential tax rates discussed below under the heading “—Taxation of Taxable U.S. Shareholders” and, subject to limitations in the IRC, will be potentially eligible for the dividends received deduction for corporate shareholders. Finally, MIT will generally be disqualified from taxation as a REIT for the four taxable years following the taxable year in which the termination of MIT’s REIT status is effective. MIT’s failure to qualify for taxation as a REIT for even one year could result in MIT reducing or eliminating distributions to its shareholders, or in MIT incurring substantial indebtedness or liquidating substantial investments in order to pay the resulting corporate-level income taxes. Relief provisions under the IRC may allow MIT to continue to qualify for taxation as a REIT even if it fails to comply with various REIT requirements, all as discussed in more detail below. However, it is impossible to state whether in any particular circumstance MIT would be entitled to the benefit of these relief provisions.

General Requirements. Section 856(a) of the IRC defines a REIT as a corporation, trust or association:

Section 856(b) of the IRC provides that conditions (1) through (4) must be met during the entire taxable year and that condition (5) must be met during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months. Section 856(h)(2) of the IRC provides that neither condition (5) nor (6) must be met during a REIT’s first taxable year. Although we cannot be sure, we expect that MIT will meet conditions (1) through (8) during each of the requisite periods commencing with its first taxable year, and that it will continue to meet these conditions in future taxable years.

To help comply with condition (6), the MIT declaration of trust restricts transfers of its shares that would otherwise result in concentrated ownership positions. These restrictions, however, do not ensure that MIT will in all cases be able to satisfy, and continue to satisfy, the share ownership requirements described in condition (6). If MIT does comply with applicable Treasury Regulations to ascertain the ownership of its outstanding shares and does not know, or by exercising reasonable diligence would not have known, that it failed condition (6), then MIT will be treated as having met condition (6). Accordingly, MIT intends to comply with these regulations, including by requesting annually from holders of significant percentages of its shares information regarding the ownership of its shares. Under the MIT declaration of trust, its shareholders will be required to respond to these requests for information. A shareholder that fails or refuses to comply with the request is required by Treasury Regulations to submit a statement with its federal income tax return disclosing its actual ownership of shares of MIT and other information.

For purposes of condition (6), an “individual” generally includes a natural person, a supplemental unemployment compensation benefit plan, a private foundation, or a portion of a trust permanently set aside or used exclusively for charitable purposes, but does not include a qualified pension plan or profit-sharing trust. As a result, REIT shares owned by an entity that is not an “individual” are considered to be owned by the direct and indirect owners of the entity that are individuals (as so defined), rather than to be owned by the entity itself. Similarly, REIT shares held by a qualified pension plan or profit-sharing trust are treated as held directly by the individual beneficiaries in proportion to their actuarial interests in such plan or trust. Consequently, five or fewer such trusts could own more than 50% of the interests in an entity without jeopardizing that entity’s qualification for taxation as a REIT.

The IRC provides that MIT will not automatically fail to qualify for taxation as a REIT if it does not meet conditions (1) through (7), provided MIT can establish that such failure was due to reasonable cause and not due to willful neglect. Each such excused failure will result in the imposition of a $50,000 penalty instead of REIT disqualification. This relief provision may apply to a failure of the applicable conditions even if the failure first occurred in a year prior to the taxable year in which the failure was discovered.

Finally, if MIT were deemed to be a “successor” to MIC under the IRC, MIT would be prohibited from electing REIT status until its 2025 taxable year. MIT would be considered a successor if at any time during the taxable year the persons who own, directly or indirectly, 50% or more in value of MIT’s outstanding shares of stock also owned, at any time during MIC’s 2020 taxable year, 50% or more of the value of MIC’s outstanding shares. Due to applicable ownership limitations in the MIT declaration of trust, those persons who at any time during MIC’s 2020 taxable year owned MIC’s outstanding shares collectively will own less than 50% of MIT’s outstanding shares from and after the Effective Time through the end of MIT’s 2024 taxable year. Accordingly, we believe, and our counsel, Sullivan & Worcester LLP, is of the opinion that, MIT will not be a successor to MIC for these purposes.

MIT’s Wholly Owned Subsidiaries and MIT’s Investments Through Partnerships. Except in respect of a TRS as discussed below, Section 856(i) of the IRC provides that any corporation, 100% of whose stock is held by a REIT and its disregarded subsidiaries, is a qualified REIT subsidiary and shall not be treated as a separate corporation for federal income tax purposes. The assets, liabilities and items of income, deduction and credit of a qualified REIT subsidiary are treated as the REIT’s. We expect that each of MIT’s direct and indirect wholly-owned subsidiaries, other than the TRSs discussed below (and entities whose equity is owned in whole or in part by the TRSs), will be either a qualified REIT subsidiary within the meaning of Section 856(i)(2) of the IRC or a noncorporate entity that for federal income tax purposes is not treated as separate from its owner under Treasury Regulations issued under Section 7701 of the

IRC, each such entity referred to as a QRS. Thus, in applying all of the REIT qualification requirements described in this summary, all assets, liabilities and items of income, deduction and credit of MIT’s QRSs will be treated as MIT’s, and MIT’s investment in the stock and other securities of such QRSs will be disregarded.

MIT will be invested in real estate through one or more entities that are treated as partnerships for federal income tax purposes, including the Operating Partnership. In the case of a REIT that is a partner in a partnership, Treasury Regulations under the IRC provide that, for purposes of the REIT qualification requirements regarding income and assets described below, the REIT is generally deemed to own its proportionate share, based on respective capital interests, of the income and assets of the partnership (except that for purposes of the 10% value test, described below, the REIT’s proportionate share of the partnership’s assets is based on its proportionate interest in the equity and specified debt securities issued by the partnership). In addition, for these purposes, the character of the assets and items of gross income of the partnership generally remains the same in the hands of the REIT. In contrast, for purposes of the distribution requirements discussed below, MIT must take into account as a partner its share of the partnership’s income as determined under the general federal income tax rules governing partners and partnerships under subchapter K of the IRC. A brief summary of the rules governing the federal income taxation of partnerships and limited liability companies is set forth under the heading “—Tax Aspects of the Operating Partnership and Subsidiary Partnerships and Limited Liability Companies”.

Subsidiary REITs. MIT may in the future form or acquire an entity that is intended to qualify for taxation as a REIT, and we expect that any such subsidiary would so qualify at all times during which MIT intends for its REIT election to remain in effect. When a subsidiary qualifies for taxation as a REIT separate and apart from its REIT parent, the subsidiary’s shares are qualifying real estate assets for purposes of the REIT parent’s 75% asset test described below. However, failure of the subsidiary to separately satisfy the various REIT qualification requirements described in this summary or that are otherwise applicable (and failure to qualify for the applicable relief provisions) would generally result in (a) the subsidiary being subject to regular U.S. corporate income tax, as described above, and (b) the REIT parent’s ownership in the subsidiary (i) ceasing to be qualifying real estate assets for purposes of the 75% asset test and (ii) becoming subject to the 5% asset test, the 10% vote test and the 10% value test, each as described below, generally applicable to a REIT’s ownership in corporations other than REITs and TRSs. In such a situation, the REIT parent’s own REIT qualification and taxation could be jeopardized on account of the subsidiary’s failure cascading up to the REIT parent, all as described below under the heading “—Asset Tests”. MIT may make protective TRS elections with respect to any subsidiary REIT that MIT forms or acquires and may implement other protective arrangements intended to avoid a cascading REIT failure if any of its intended subsidiary REITs were not to qualify for taxation as a REIT, but we cannot be sure that such protective elections or other arrangements will be effective to avoid or mitigate the resulting adverse consequences to MIT.

Taxable REIT Subsidiaries. As a REIT, MIT will be permitted to own any or all of the securities of a TRS, provided that no more than 20% of the total value of MIT’s assets, at the close of each quarter, is comprised of MIT’s investments in the stock or other securities of its TRSs. Very generally, a TRS is a subsidiary corporation other than a REIT in which a REIT directly or indirectly holds stock and that has made a joint election with such REIT to be treated as a TRS. A TRS is taxed as a regular C corporation, separate and apart from any affiliated REIT. MIT’s ownership of stock and other securities in its TRSs will be exempt from the 5% asset test, the 10% vote test and the 10% value test discussed below.

In addition, any corporation (other than a REIT or a QRS of such a REIT) in which a TRS directly or indirectly owns more than 35% of the voting power or value of the outstanding securities is automatically a TRS (excluding, for this purpose, certain “straight debt” securities). Subject to the discussion below, we expect that MIT and each of its TRSs that it may form or acquire, if any, will have complied with, and will continue to comply with, the requirements for TRS status at all times during which the subsidiary’s TRS election is intended to be in effect.

As discussed below, TRSs can perform services for MIT’s tenants without disqualifying the rents MIT receives from those tenants under the 75% gross income test or the 95% gross income test discussed below. Moreover, because MIT’s TRSs will be taxed as C corporations that are separate from it, their assets, liabilities and items of income, deduction and credit generally will not be imputed to MIT for purposes of the REIT qualification requirements described in this summary. Therefore, any TRSs that MIT may form or acquire may generally conduct activities that would be treated as prohibited transactions or would give rise to nonqualified income if conducted by MIT directly.

Restrictions and sanctions are imposed on TRSs and their affiliated REITs to ensure that the TRSs will be subject to an appropriate level of federal income taxation. For example, if a TRS pays interest, rent or other amounts to its affiliated REIT in an amount that exceeds what an unrelated third party would have paid in an arm’s length transaction, then the REIT generally will be subject to an excise tax equal to 100% of the excessive portion of the payment. Further, if in comparison to an arm’s length transaction, a third-party tenant has overpaid rent to the REIT in exchange for underpaying the TRS for services rendered, and if the REIT has not adequately compensated the TRS for services provided to or on behalf of the third-party tenant, then the REIT may be subject to an excise tax equal to 100% of the undercompensation to the TRS. A safe harbor exception to this excise tax applies if the TRS has been compensated at a rate at least equal to 150% of its direct cost in furnishing or rendering the service. Finally, the 100% excise tax also applies to the underpricing of services provided by a TRS to its affiliated REIT in contexts where the services are unrelated to services for REIT tenants. We cannot be sure that arrangements involving MIT’s TRSs will not result in the imposition of one or more of these restrictions or sanctions, but we do not expect that MIT or any future TRSs that MIT may form or acquire will be subject to these impositions.

Income Tests. MIT must satisfy two gross income tests annually to qualify and maintain its qualification for taxation as a REIT. First, at least 75% of MIT’s gross income for each taxable year must be derived from investments relating to real property, including “rents from real property” within the meaning of Section 856(d) of the IRC, interest and gain from mortgages on real property or on interests in real property, income and gain from foreclosure property, gain from the sale or other disposition of real property (including specified ancillary personal property treated as real property under the IRC), or dividends on and gain from the sale or disposition of shares in other REITs (but excluding in all cases any gains subject to the 100% tax on prohibited transactions). When MIT receives new capital in exchange for its shares or in a public offering of its five-year or longer debt instruments, income attributable to the temporary investment of this new capital in stock or a debt instrument, if received or accrued within one year of its receipt of the new capital, will generally also be qualifying income under the 75% gross income test. Second, at least 95% of MIT’s gross income for each taxable year must consist of income that is qualifying income for purposes of the 75% gross income test, other types of interest and dividends, gain from the sale or disposition of stock or securities, or any combination of these. Gross income from MIT’s sale of property that it holds primarily for sale to customers in the ordinary course of business, income and gain from specified “hedging transactions” that are clearly and timely identified as such, and income from the repurchase or discharge of indebtedness is excluded from both the numerator and the denominator in both gross income tests. In addition, specified foreign currency gains will be excluded from gross income for purposes of one or both of the gross income tests.

In order to qualify as “rents from real property” within the meaning of Section 856(d) of the IRC, several requirements must be met:

We expect that all or substantially all of MIT’s rents and related service charges will qualify as “rents from real property” for purposes of Section 856 of the IRC.

Absent the “foreclosure property” rules of Section 856(e) of the IRC, a REIT’s receipt of active, nonrental gross income from a property would not qualify under the 75% and 95% gross income tests. But as foreclosure property, the active, nonrental gross income from the property would so qualify, provided the conditions below are met. Foreclosure property is generally any real property, including interests in real property, and any personal property incident to such real property:

Any gain that a REIT recognizes on the sale of foreclosure property held as inventory or primarily for sale to customers, plus any income it receives from foreclosure property that would not otherwise qualify under the 75% gross income test in the absence of foreclosure property treatment, reduced by expenses directly connected with the production of those items of income, would be subject to federal income tax at the highest regular corporate income tax rate under the foreclosure property income tax rules of Section 857(b)(4) of the IRC. Thus, if a REIT should lease foreclosure property in exchange for rent that qualifies as “rents from real property” as described above, then that rental income would not be subject to the foreclosure property income tax.

Property generally ceases to be foreclosure property at the end of the third taxable year following the taxable year in which the REIT acquired the property, or longer if an extension is obtained from the IRS. However, this grace period terminates and foreclosure property ceases to be foreclosure property on the first day:

Other than sales of foreclosure property, any gain that MIT realizes on the sale of property held as inventory or other property held primarily for sale to customers in the ordinary course of a trade or business, together known as dealer gains, may be treated as income from a prohibited transaction that is subject to a penalty tax at a 100% rate. The 100% tax does not apply to gains from the sale of property that is held through a TRS, although such income will be subject to tax in the hands of the TRS at regular corporate income tax rates; MIT may therefore utilize its TRSs in transactions in which MIT might otherwise recognize dealer gains. Whether property is held as inventory or primarily for sale to customers in the ordinary course of a trade or business is a question of fact that depends on all the facts and circumstances surrounding each particular transaction. Sections 857(b)(6)(C) and (E) of the IRC provide safe harbors pursuant to which limited sales of real property held for at least two years and meeting specified additional requirements will not be treated as prohibited transactions. However, compliance with the safe harbors is not always achievable in practice. MIT intends to try to structure its activities to avoid transactions that are prohibited transactions, or otherwise conduct such activities through TRSs; but, MIT cannot be sure whether or not the IRS might successfully assert that MIT is subject to the 100% penalty tax with respect to any particular transaction. Gains subject to the 100% penalty tax are excluded from the 75% and 95% gross income tests, whereas real property gains that are not dealer gains or that are exempted from the 100% penalty tax on account of the safe harbors are considered qualifying gross income for purposes of the 75% and 95% gross income tests.

We expect that any gain from dispositions of assets that MIT will recognize in connection with its disposition of assets and other transactions, including through any partnerships, will generally qualify as income that satisfies the 75% and 95% gross income tests, and will not be dealer gains or subject to the 100% penalty tax. This is because MIT’s general intent is to:

(a) own its assets for investment with a view to long-term income production and capital appreciation;

(b) engage in the business of developing, owning, leasing and managing its existing properties and acquiring, developing, owning, leasing and managing new properties; and

If MIT fails to satisfy one or both of the 75% gross income test or the 95% gross income test in any taxable year, MIT may nevertheless qualify for taxation as a REIT for that year if it satisfies the following requirements:

(a) MIT’s failure to meet the test is due to reasonable cause and not due to willful neglect; and

(b) after MIT identifies the failure, it files a schedule describing each item of its gross income included in the 75% gross income test or the 95% gross income test for that taxable year.

Even if this relief provision does apply, a 100% tax is imposed upon the greater of the amount by which MIT failed the 75% gross income test or the amount by which MIT failed the 95% gross income test, with adjustments, multiplied by a fraction intended to reflect MIT’s profitability for the taxable year. This relief provision may apply to a failure of the applicable income tests even if the failure first occurred in a year prior to the taxable year in which the failure was discovered.

Based on the discussion above, we expect that MIT will satisfy the 75% and 95% gross income tests outlined above on a continuing basis beginning with MIT’s first taxable year as a REIT.

Asset Tests. At the close of each calendar quarter of each taxable year, MIT must also satisfy the following asset percentage tests in order to qualify for taxation as a REIT for federal income tax purposes:

Our counsel, Sullivan & Worcester LLP, is of the opinion that, although the matter is not free from doubt, MIT’s investments in the equity or debt of its TRSs, to the extent that and during the period in which they qualify as temporary investments of new capital, will be treated as real estate assets, and not as securities, for purposes of the above REIT asset tests.

The above REIT asset tests must be satisfied at the close of each calendar quarter of each taxable year as a REIT. After a REIT meets the asset tests at the close of any quarter, it will not lose its qualification for taxation as a REIT in any subsequent quarter solely because of fluctuations in the values of its assets. This grandfathering rule may be of limited benefit to a REIT such as MIT that intends to make periodic acquisitions of both qualifying and nonqualifying REIT assets. When a failure to satisfy the above asset tests results from an acquisition of securities or other property during a quarter, the failure can be cured by disposition of sufficient nonqualifying assets within thirty days after the close of that quarter.

In addition, if MIT fails the 5% asset test, the 10% vote test or the 10% value test at the close of any quarter and MIT does not cure such failure within thirty days after the close of that quarter, that failure will nevertheless be excused if (a) the failure is de minimis and (b) within six months after the last day of the quarter in which MIT identifies the failure, MIT either disposes of the assets causing the failure or otherwise satisfies the 5% asset test, the 10% vote test and the 10% value test. For purposes of this relief provision, the failure will be de minimis if the value of the assets causing the failure does not exceed the lesser of (a) 1% of the total value of MIT’s assets at the end of the relevant quarter or (b) $10,000,000. If MIT’s failure is not de minimis, or if any of the other REIT asset tests have been violated, MIT may nevertheless qualify for taxation as a REIT if (a) MIT provides the IRS with a description of each asset causing the failure, (b) the failure was due to reasonable cause and not willful neglect, (c) MIT pays a tax equal to the greater of (1) $50,000 or (2) the highest regular corporate income tax rate imposed on the net income generated by the assets causing the failure during the period of the failure, and (d) within six months after the last day of the quarter in which MIT identifies the failure, MIT either disposes of the assets causing the failure or otherwise satisfies all of the REIT asset tests. These relief provisions may apply to a failure of the applicable asset tests even if the failure first occurred in a year prior to the taxable year in which the failure was discovered.

The IRC also provides an excepted securities safe harbor to the 10% value test that includes among other items (a) “straight debt” securities, (b) specified rental agreements in which payment is to be made in subsequent years, (c) any obligation to pay “rents from real property,” (d) securities issued by governmental entities that are

not dependent in whole or in part on the profits of or payments from a nongovernmental entity, and (e) any security issued by another REIT. In addition, any debt instrument issued by an entity classified as a partnership for federal income tax purposes, and not otherwise excepted from the definition of a security for purposes of the above safe harbor, will not be treated as a security for purposes of the 10% value test if at least 75% of the partnership’s gross income, excluding income from prohibited transactions, is qualifying income for purposes of the 75% gross income test. MIT intends to maintain records of the value of its assets to document its compliance with the above asset tests and intends to take actions as may be required to cure any failure to satisfy the tests within thirty days after the close of any quarter or within the six month periods described above.

Based on the discussion above, we expect that MIT will satisfy the REIT asset tests outlined above on a continuing basis beginning with its first taxable year as a REIT.

Annual Distribution Requirements. In order to qualify for taxation as a REIT under the IRC, MIT will be required to make annual distributions other than capital gain dividends to its shareholders in an amount at least equal to the excess of:

For these purposes, MIT’s “real estate investment trust taxable income” is as defined under Section 857 of the IRC and is computed without regard to the dividends paid deduction and MIT’s net capital gain and will generally be reduced by specified corporate-level income taxes that MIT pays (e.g., taxes on built-in gains or foreclosure property income).

The IRC generally limits the deductibility of net interest expense paid or accrued on debt properly allocable to a trade or business to 30% of “adjusted taxable income,” unless the taxpayer’s gross receipts do not exceed $25 million per year during the applicable testing period or the taxpayer qualifies to elect and elects to be treated as an “electing real property trade or business.” Provided a taxpayer makes an election (which is irrevocable), the limitation on the deductibility of net interest expense does not apply to a trade or business involving real property development, redevelopment, construction, reconstruction, acquisition, conversion, rental, operation, management, leasing, or brokerage, within the meaning of Section 469(c)(7)(C) of the IRC. The rules for business interest expense can apply to MIT and at the level of each entity in which or through which MIT invests that is not a disregarded entity for U.S. federal income tax purposes, including the Operating Partnership. MIT has not yet determined whether MIT or any of MIT’s subsidiaries will elect out of the interest expense limitation or whether each of MIT’s subsidiaries is eligible to elect out, although Treasury Regulations provide that a real property trade or business includes a trade or business conducted by a REIT. If MIT and the Operating Partnership choose to make an election to be treated as a real property trade or business, then MIT does not expect the foregoing interest deduction limitations to apply to it or to the calculation of MIT’s “real estate investment trust taxable income.”

Distributions must be paid in the taxable year to which they relate, or in the following taxable year if declared before MIT timely files its federal income tax return for the earlier taxable year and if paid on or before the first regular distribution payment after that declaration. If a dividend is declared in October, November or December to shareholders of record during one of those months and is paid during the following January, then for federal income tax purposes such dividend will be treated as having been both paid and received on December 31 of the prior taxable year to the extent of any undistributed earnings and profits. The 90% distribution requirements may be waived by the IRS if a REIT establishes that it failed to meet them by reason of distributions previously made to meet the requirements of the 4% excise tax discussed below. To the extent that MIT does not distribute all of its net capital gain and all of its “real estate investment trust taxable income,” as adjusted, MIT will be subject to federal income tax at regular corporate income tax rates on undistributed amounts.

In addition, MIT will be subject to a 4% nondeductible excise tax to the extent MIT fails within a calendar year to make required distributions to its shareholders of 85% of MIT’s ordinary income and 95% of its capital gain net income plus the excess, if any, of the “grossed up required distribution” for the preceding calendar year over

the amount treated as distributed for that preceding calendar year. For this purpose, the term “grossed up required distribution” for any calendar year is the sum of MIT’s taxable income for the calendar year without regard to the deduction for dividends paid and all amounts from earlier years that are not treated as having been distributed under the provision. MIT will be treated as having sufficient earnings and profits to treat as a dividend any distribution by MIT up to the amount required to be distributed in order to avoid imposition of the 4% excise tax.

If MIT does not have enough cash or other liquid assets to meet its distribution requirements, or if MIT so chooses, MIT may find it necessary or desirable to arrange for new debt or equity financing to provide funds for required distributions in order to qualify and maintain its qualification for taxation as a REIT. MIT cannot be sure that financing would be available for these purposes on favorable terms, or at all.

MIT may be able to rectify a failure to pay sufficient dividends for any year by paying “deficiency dividends” to shareholders in a later year. These deficiency dividends may be included in MIT’s deduction for dividends paid for the earlier year, but an interest charge would be imposed upon MIT for the delay in distribution. While the payment of a deficiency dividend will apply to a prior year for purposes of MIT’s REIT distribution requirements and MIT’s dividends paid deduction, it will be treated as an additional distribution to the shareholders receiving it in the year such dividend is paid.

In addition to the other distribution requirements above, to preserve MIT’s qualification for taxation as a REIT it will be required to timely distribute all C corporation earnings and profits that MIT inherits from acquired corporations (including MIC), as described below.

MIT intends to make timely distributions sufficient to satisfy these annual distribution requirements and to minimize its corporate tax obligations. In this regard, the partnership agreement of the Operating Partnership will authorize MIT, as the sole general partner of the Operating Partnership, to take such steps as may be necessary to cause the Operating Partnership to distribute to its partners an amount sufficient to permit MIT to meet these distribution requirements and to minimize MIT’s corporate tax obligations.

Tax Aspects of the Operating Partnership and Subsidiary Partnerships and Limited Liability Companies

General. All of MIT’s investments will be held indirectly through the Operating Partnership. MIT will own all of the general partner interests in the Operating Partnership and will be the sole general partner of the Operating Partnership. In addition, the Operating Partnership will hold certain of its investments indirectly through subsidiary partnerships and limited liability companies that we believe will be treated as disregarded entities or partnerships for federal income tax purposes. In general, entities that are treated as partnerships or disregarded entities for federal income tax purposes are “passthrough” entities that are not required to pay federal income tax. Rather, partners or members of such entities are allocated their shares of the items of income, gain, loss, deduction and credit of the partnership or limited liability company, and are potentially required to pay tax on this income, without regard to whether they receive a distribution from the partnership or limited liability company. MIT will include in its income its share of these partnership and limited liability company items for purposes of the various gross income tests, the computation of MIT’s REIT taxable income, and the REIT distribution requirements. Moreover, for purposes of the asset tests, MIT will include its pro rata share of assets held by the Operating Partnership, including its share of its subsidiary partnerships and limited liability companies, generally based on MIT’s capital interests in each such entity.

Entity Classification. MIT’s interests in the Operating Partnership and the subsidiary partnerships and limited liability companies involve special tax considerations, including the possibility that the IRS might challenge the status of these entities as disregarded entities (or partnerships). For example, an entity that would otherwise be treated as a partnership for federal income tax purposes may nonetheless be taxable as a corporation if it is a “publicly traded partnership” and other requirements are met. A partnership or limited liability company would be treat

Large accelerated filer ¨		Accelerated filer ¨		Non-accelerated filer x		Smaller reporting company ¨
						Emerging growth company x

PROPOSALS	77
Proposal 1: The Voting Limitations Charter Amendment Proposal	77
Proposal 2: The Roll-Up Charter Amendment Proposal	78
Proposal 3: The Merger Proposal	79
Proposal 4: The Adjournment Proposal	80
THE MERGER	81
Background of the Merger	81
Recommendation of the MIC Board of Directors and Its Reasons for the Merger and the Other Transactions	82
Interests of MIT and MIC Executive Officers, Trustees and Directors in the Merger	84
Trustees and Officers of the Combined Company	84
Merger Consideration	85
Treatment of Outstanding Warrants and MIC Equity Awards in the Merger	85
Regulatory Approvals	85
Accounting Treatment of the Merger	85
Exchange of Shares in the Merger	86
Assumption of MIC’s Credit Facility	86
De-Registration of MIC Common Stock	86
No Appraisal Rights	86
MATERIAL FEDERAL INCOME TAX CONSIDERATIONS	87
THE MERGER AGREEMENT	109
NO APPRAISAL RIGHTS	114
DESCRIPTION OF MIT’S AND MIC’S BUSINESSES	115
INVESTMENT POLICIES AND POLICIES WITH RESPECT TO CERTAIN ACTIVITIES	133
MANAGEMENT OF THE COMBINED COMPANY	136
MIT EXECUTIVE OFFICER AND TRUSTEE COMPENSATION	140
SELECTED COMBINED HISTORICAL AND PRO FORMA FINANCIAL INFORMATION	144
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	147
PRINCIPAL STOCKHOLDERS OF MIT and MIC	164
Security Ownership of MIC’s Directors and Executive Officers	164
Security Ownership of MIC’s Principal Stockholders	165
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	166
Policies and Procedures Concerning Conflicts of Interest and Related Person Transactions	166
Relationship with Color Up, Bombe and Affiliates Thereof	167
Other Matters	173
COMPARISON OF RIGHTS OF MIT SHAREHOLDERS AND MIC STOCKHOLDERS	174
FUTURE MIC STOCKHOLDER PROPOSALS	189
LEGAL MATTERS	189
EXPERTS	189
OTHER MATTERS	190
HOUSEHOLDING OF PROXY MATERIALS	190
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1
ANNEX A-1: FORM OF VOTING LIMITATIONS CHARTER AMENDMENT	A-1-1
ANNEX A-2: FORM OF ROLL-UP CHARTER AMENDMENT	A-2-1
ANNEX B: AGREEMENT AND PLAN OF MERGER	B-1
ANNEX C-1: FORM OF MIT AMENDED AND RESTATED DECLARATION OF TRUST	C-1-1
ANNEX C-2: FORM OF MIT AMENDED AND RESTATED BYLAWS	C-2-1
ANNEX D: FORM OF OPERATING PARTNERSHIP FOURTH AMENDED AND RESTATED PARTNERSHIP AGREEMENT	D-1

QUESTIONS AND ANSWERS	1
SUMMARY	8
Information About the Companies	8
The Charter Amendments	8
The Merger and the Merger Agreement	9
Recommendation of the MIC Board of Directors	10
Risks Relating to the Merger and the Other Transactions	11
Stockholders Entitled to Vote; Votes Required	11
Interests of MIT and MIC Executive Officers, Trustees and Directors in the Merger	12
No Stockholder Appraisal Rights in the Merger	12
Conditions to the Completion of the Merger	12
Regulatory Approvals	13
Trustees and Management of the Combined Company	13
Expected Timing of the Merger	13
Termination of the Merger Agreement	13
Material Federal Income Tax Consequences of the Merger	13
REIT Qualification	13
Accounting Treatment of the Merger	14
The MIC Special Meeting	14
Comparison of Rights of MIT Shareholders and MIC Stockholders	15
Summary Historical and Pro Forma Selected Financial Data	16
Comparative MIT and MIC Market Price and Distribution Information	21
RISK FACTORS	22
Summary of Risk Factors	22
Risks Relating to the Merger and the Other Transactions	24
Risks Related to Our Business	28
Risks Related to Our Portfolio	35
Risks Related to Our Financing Strategy	38
Risks Related to Our Relationships with Certain Affiliates	40
Risks Related to Our Organization and Structure	41
Risks Related to the MIT IPO	44
Risks Related to Our Taxation	46
General Risks	48
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	51
DESCRIPTION OF MIT SHARES OF BENEFICIAL INTEREST	54
CERTAIN PROVISIONS OF MARYLAND LAW AND OF THE MIT DECLARATION OF TRUST AND BYLAWS	60
THE OPERATING PARTNERSHIP AND THE PARTNERSHIP AGREEMENT	67
THE MIC SPECIAL MEETING	74
Date, Time and Place	74
Purpose of the MIC Special Meeting	74
Recommendation of the MIC Board of Directors	74
Record Date; Shares Entitled to Vote	74
Quorum	74
Required Vote	75
Abstentions and Broker Non-Votes	75
Shares Held in Street Name	75
Voting of Proxies	75
Revocability of Proxies or Voting Instructions	76
Tabulation of the Vote	76
Solicitation of Proxies	76