0000892251-23-000181.txt : 20231113 0000892251-23-000181.hdr.sgml : 20231113 20231113161716 ACCESSION NUMBER: 0000892251-23-000181 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231101 FILED AS OF DATE: 20231113 DATE AS OF CHANGE: 20231113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bombe-MIC Pref, LLC CENTRAL INDEX KEY: 0001999853 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40415 FILM NUMBER: 231399019 BUSINESS ADDRESS: STREET 1: 30 W. 4TH STREET, CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 0000000000 MAIL ADDRESS: STREET 1: 30 W. 4TH STREET, CITY: CINCINNATI STATE: OH ZIP: 45202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Mobile Infrastructure Corp CENTRAL INDEX KEY: 0001847874 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 981583957 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 30 W. 4TH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: (513) 834-5110 MAIL ADDRESS: STREET 1: 30 W. 4TH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: Fifth Wall Acquisition Corp. III DATE OF NAME CHANGE: 20210224 3 1 form3.xml X0206 3 2023-11-01 0 0001847874 Mobile Infrastructure Corp BEEP 0001999853 Bombe-MIC Pref, LLC 30 W. FOURTH STREET CINCINNATI OH 45202 true Series 2 Convertible Preferred Stock 3.67 Common Stock 1634877 D Shares of Series 2 Convertible Preferred Stock ("Series 2 Preferred Stock") were acquired pursuant to a subscription agreement as part of a private placement immediately prior to the consummation of the mergers (the "Closing") contemplated by the Agreement and Plan of Merger, dated as of December 13, 2022, as amended as of March 23, 2023, by and among Mobile Infrastructure Corporation, Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company ("FWAC"), and Queen Merger Corp. I, a Maryland corporation and wholly owned subsidiary of FWAC. Each share of Series 2 Preferred Stock will automatically convert into shares of common stock of the Issuer ("New MIC Common Stock") upon the earlier of December 31, 2023 (provided that there has been no suspension or removal of New MIC Common Stock from the NYSE American during the thirty (30)-day period following the Closing) or a change of control of the Issuer. Series 2 Preferred Stock is convertible into a number of shares of New MIC Common Stock equal to the quotient of (i) the sum of the $1,000 per share liquidation preference and any accrued dividends with respect to such share of Series 2 Preferred Stock as of the applicable conversion date and (ii) the conversion price of $3.67, provided that (x) such number is subject to certain anti-dilution adjustments and (y) a holder of Series 2 Preferred Stock will be entitled to receive cash in lieu of fractional shares. The disclosed number of shares of New MIC Common Stock does not include the conversion of any amounts of dividends at a cumulative annual rate of 10% of the $1,000 per share liquidation preference (the "Dividends") for a period of one year that shall be payable in New MIC Common Stock, when and as authorized by the board of directors of the Issuer. Based on conversion of 6,000 shares of Series 2 Preferred Stock. Does not include 163,487 shares of New MIC Common Stock issuable upon conversion of the Dividends, which would be received upon conversion of shares of Series 2 Preferred Stock on December 31, 2023 assuming the current conversion price and the authorization of the payment of the Dividends by the board of directors of the Issuer. /s/ Allison A. Westfall as Attorney-in-Fact for Bombe-MIC Pref, LLC 2023-11-13 EX-24 2 bombepoa.htm

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of

Manuel Chavez III, Stephanie Hogue, Allison Westfall, and Mark Reuter, or either of them acting singly, and with full power of substitution and resubstitution, the undersigned’s true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the

“Attorney-in-Fact”), with full power to act for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to:


1. Prepare, execute, and submit to the Securities and Exchange Commission (“SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports

required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or any rule or regulation of the SEC;


2. Prepare, execute and submit to the SEC, Mobile Infrastructure Corporation (the

“Company”), and/or any national securities exchange on which the Company’s securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under

Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule

144 under the Securities Act of 1933 (“Rule 144”), with respect to any security of the Company,

including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and


3. Obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party, including the

Company and any brokers, dealers, employee benefit plan administrators, and trustees, and the undersigned hereby authorizes any such third party to release any such information to the

Attorney-in-Fact.


The undersigned acknowledges that:


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


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


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


d) This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 13 or Section 16 of the

Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.


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


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

Attorney.


IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of

November 9, 2023.



Bombe-MIC Pref, LLC


By: /s/ Manuel Chavez, III

Name: Manuel Chavez, III

Title: Manager