M&A - Mobile Infrastructure Corp

Form Type: S-3

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000164117225002753

Filing Summary: On April 4, 2025, Mobile Infrastructure Corporation filed a Form S-3 registration statement with the SEC as a continuation from its prior Form S-11 registration. This statement allows the resale of 37,626,865 shares of Common Stock and 2,553,192 Warrants by selling securityholders. The Common Stock includes shares issued as merger consideration to Color Up, LLC during a merger process that occurred on August 25, 2023, where Legacy MIC merged with FWAC. The registration is primarily for shares that were previously unsold under the initial registration, now being updated to include the newly registered resales. The shares represent a significant portion (approximately 75.6%) of the outstanding Common Stock. The prospectus details significant potential volatility in stock prices due to the large volume of shares being offered. The registration details the conditions under which these securities, including the warrants, can be sold or exercised and specifies that proceeds from warrants exercised could reach up to $20 million if market conditions allow. Furthermore, potential control changes are highlighted due to the significant shares held by entities associated with board member Jeffrey B. Osher. This filing constitutes Post-Effective Amendment No. 2 to the original registration and includes updated terms based on the merger agreement and investor conditions.

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Form Type: 10-K

Filing Date: 2025-03-11

Corporate Action: Merger

Type: Update

Accession Number: 000143774925007028

Filing Summary: Mobile Infrastructure Corp filed its Form 10-K for the fiscal year ending December 31, 2024, reporting significant financial data including total assets, liabilities, and revenue generated from various properties. The report highlights ongoing restructuring efforts and concludes that the merger with FWAC (First Way Acquisition Corp) has proceeded according to plan, integrating operations and strategically enhancing the company’s market position. The financial statements reflect adjustments made during the merger process, detailing the consolidation of assets and liabilities as well as the expected future financial performance now that the merger is finalized. Furthermore, there are mentions of preferred stock conversion into common stock and notes related to the anticipated financial implications of these moves.

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