(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.

MIT is controlled by Manuel Chavez, its Chief Executive Officer and a member of the MIT board of trustees, and Stephanie Hogue, its President, Chief Financial Officer, Treasurer and Secretary and a member of the MIT board of trustees. Mr. Chavez also serves as chief executive officer and chairman of the MIC board of directors and Ms. Hogue also serves as MIC’s president and chief financial officer and a member of the MIC board of directors. As of the date of this proxy statement/prospectus, Mr. Chavez and Ms. Hogue beneficially own all of the outstanding MIT common shares and approximately 33.8% of the shares of MIC common stock outstanding. In addition to Mr. Chavez and Ms. Hogue, four of the current independent members of the MIC board of directors are expected to serve as members of the MIT board of trustees effective at the effective time of the MIT IPO and prior to the completion 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.

The Merger is expected to close one business day following the closing of the MIT IPO. At the time the holders of shares of MIC common stock vote on the Merger at the MIC special meeting, they will not know the value of the MIT Class B common shares they will receive in the Merger in exchange for their shares of MIC common stock. There is currently no public market for the shares of MIC common stock. On August 29, 2022, the MIC board of directors established the net asset value of the MIC common stock at $14.76 per share. There will be no public market for the MIT Class B common shares. However, the MIT common shares into which the MIT Class B common shares will ultimately convert are expected to begin trading on the NYSE on the business day following the pricing of the MIT common shares in the MIT IPO and prior to the closing date of the Merger. The initial public offering price for the MIT common shares will be determined between MIT and the representatives of the underwriters of the MIT IPO and may not be indicative of prices that will prevail in the trading market. MIT expects that after the Effective Time, the value of the MIT Class B common shares will approximate the market price of the MIT common shares.

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.

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 (as defined below) 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.

If adopted, the Roll-Up Charter Amendment Proposal would remove certain substantive and procedural protections relating to roll-up transactions, or Roll-Up Transactions, from the MIC charter, which would eliminate certain protections that would otherwise apply to the Merger. For example, the MIC charter provides that prior to conducting a Roll-Up Transaction, MIC would be required to obtain an appraisal of MIC’s net assets. In addition, as part of a Roll-Up Transaction, MIC would be required to provide stockholders certain rights including the right to remain as a stockholder of MIC and preserve their interests therein on the same terms and conditions as existed previously, or to receive cash in an amount equal to the stockholder’ s pro rata share of the appraised value of the net assets of MIC, even if the MIC board of directors concludes that transaction would be in MIC’s best interests. The Merger is conditioned on approval of the Roll-Up Charter Amendment Proposal, therefore, if the Roll-Up Charter Amendment Proposal and Merger Proposal are approved, MIC stockholders will not be entitled to the benefit of these protections in connection with the Merger. See “Risk Factors—Risks Relating to the Merger and the Other Transactions – 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.” beginning on page 30 of this proxy statement/prospectus.

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 25 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.

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. 333-265358), 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:

MIC Preferred Stock, or the stated value of the MIC Preferred Stock, plus accrued and unpaid dividends, if any, through and including the Effective Time, without interest.

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, Mr. Chavez and Ms. Hogue and their affiliates, including Color Up, 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 Mr. Chavez and Ms. Hogue, Bombe Asset Management, LLC, or Bombe.

MIC believes that the effect of this provision, if not amended, would make the Merger more difficult and costly to complete as, among other things, additional solicitation costs would likely be incurred in connection with obtaining the holders of MIC common stock’s approval of the Merger Proposal. Because of the effect of this provision on the Merger Proposal, the MIC board of directors determined that it was in the best interests of MIC 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 83 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. 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 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 net assets from an independent appraiser. The Merger would be considered a Roll-Up Transaction under the definition in the MIC charter and, accordingly, if the Roll-Up Charter Amendment is not approved and implemented, MIC would not be able to consummate the Merger because (i) the holders of MIC common stock will not have the same voting rights or inspection rights as holders of MIT Class B common shares and (ii) the cost of the Merger will be borne by MIC if the Merger is rejected by the MIC stockholders. For further information, see “Comparison of Rights of MIT Shareholders and MIC Stockholders” on page 194 of this proxy statement/prospectus.

the benefit of these protections in connection with the Merger. See “Risk Factors—Risks Relating to the Merger and the Other Transactions – 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.” beginning on page 30 of this proxy statement/prospectus.

MIC believes that these provisions, if not amended, would preclude MIC and MIT from consummating the Merger because, among other things, MIC had not undertaken, and does not intend to undertake, the appraisal process required in connection with Roll-Up Transactions charter provisions. Because of the effect of these provisions on the Merger, the MIC board of directors determined that it was in the best interests of MIC to amend the MIC charter to eliminate these provisions effective prior to the Effective Time to effect the Merger and related transactions. 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. 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 84 for a more detailed discussion of the Roll-Up Charter Amendment.

Assuming (1) a quorum is present at the MIC special meeting, (2) all votes entitled to be cast by holders of MIC’s common stock are cast, and (3) the Voting Limitations Charter Amendment Proposal is approved, holders of approximately 16.2% of the outstanding shares of MIC common stock who are not directors of MIC or their affiliates would be required to approve the Merger. If the Voting Limitations Charter Amendment Proposal is not approved, holders of a majority of the outstanding shares of MIC common stock who are not directors of MIC or their affiliates would be required to approve the Merger.

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. MIC is a publicly-registered, non-traded company. Neither the MIC common stock nor the MIC Preferred Stock is currently listed on a public securities exchange, therefore, MIC stockholders have substantially less access to liquidity for their interest in MIC than would be available from ownership in a publicly-traded company.

In mid-2019, MIC engaged financial and legal advisors and began to explore a broad range of potential strategic alternatives to provide liquidity to its stockholders. In connection with such search, MIC approached more than 100 potential investors or buyers, received proposals from more than a dozen potential investors or buyers and engaged in substantive negotiations with four other interested parties, prior to entering the Purchase Agreement on January 8, 2021. The Purchase Agreement contemplated several transactions, all of which occurred on August 25, 2021, including but not limited to, Color Up contributing to the Operating Partnership cash consideration of $35.0 million of cash and 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.

In exchange for the Contributed Interests and technology with a fair value of $4.0 million received from Color Up, (1) the Operating Partnership issued 7,495,090 newly-issued OP Units, (2) MIC and its affiliates entered into the agreements more fully described in “Certain Relationships and Related Person Transactions—Relationships with Color Up, Bombe and Affiliates Thereof” beginning on page 187 of this proxy statement/prospectus, (3) Michael Shustek, MIC’s former chief executive officer, Daniel Huberty, MIC’s former president and chief operating officer, and Robert J. Aalberts and John E. Dawson, former members of the MIC board of directors each resigned from their positions as officers and directors of MIC and (4) Manuel Chavez, a manager of Color Up, was appointed Chief Executive Officer of MIC, Stephanie Hogue, also a manager of Color Up, was appointed President of MIC and Mr. Chavez, Ms. 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.

Following the closing of the transactions contemplated by the Purchase Agreement and Mr. Chavez’s and Ms. Hogue’s evaluation, in consultation with the MIC board of directors, of alternatives to provide a liquidity event to MIC’s stockholders, the MIC board of directors determined that pursuing the MIT IPO and the Merger was the best course of action for MIC to achieve this objective. The Merger and the transactions contemplated by the Merger Agreement are expected to be a liquidity event for the holders of shares of MIC common stock and MIC Preferred Stock.

Affiliated and unaffiliated holders of MIC common stock and MIC Preferred Stock will ultimately receive the same consideration (based on the class of stock held) so that there will not be any negative consequences unique to any group of stockholders.

Following the completion of the MIT IPO and the Merger, MIT will have larger scale than MIC currently has, increased growth potential and less debt than MIC currently has, as MIT intends to use a portion of the net proceeds of the MIT IPO to repay debt it will assume from MIC in connection with the Merger, which is currently approximately $219 million. The total amount of debt to be repaid will depend on the amount of net proceeds received in the MIT IPO. MIT intends to use a portion of the remaining net proceeds of the MIT IPO for general corporate purposes, including to grow its portfolio through the acquisition of additional parking facilities, which may include those in MIC’s pipeline, none of which are probable as of the date of this proxy statement/prospectus. For further information about our growth strategies, see “Description of MIT’s and MIC’s Businesses—Our Growth Strategies” on page 142 of this proxy statement/prospectus.

To review, in greater detail, the reasons of the MIC board of directors for the Merger and the factors the MIC board of directors considered in determining that the Merger and the other transactions contemplated by the Merger Agreement to be advisable to, and in the best interest of MIC, including negative factors considered by the MIC board of directors, see “The Merger—Recommendation of the MIC Board of Directors and Its Reasons for the Merger and the Other Transactions” beginning on page 89 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 27 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 automatically 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 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 194 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. MIT is controlled by Manuel Chavez, its Chief Executive Officer and a member of the MIT board of trustees, and Stephanie Hogue, its President, Chief Financial Officer, Treasurer and Secretary and a member of the MIT board of trustees. Mr. Chavez also serves as chief executive officer and chairman of the MIC board of directors and Ms. Hogue also serves as MIC’s president and chief financial officer and a member of the MIC board of directors. As of the date of this proxy statement/prospectus, Mr. Chavez and Ms. Hogue beneficially own all of the outstanding MIT common shares and, together with Jeffrey B. Osher, another member of the MIC board of directors, through Color Up, beneficially own approximately 33.8% of the outstanding shares of MIC common stock. In addition to Mr. Chavez and Ms. Hogue, four of the current independent members of the MIC board of directors, including Mr. Osher, are expected to serve as members of the MIT board of trustees effective at the effective time of the MIT IPO and prior to the completion of the Merger. 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, rights to continuing indemnification and directors’ and officers’ liability insurance, rights to receive cash and equity compensation from MIT as an executive officer or trustee of MIT and the assumption of their outstanding equity awards upon the consummation of the Merger. While they will not receive additional compensation solely as a result of the Merger other than in connection with their capacity as MIC stockholders who receive Merger consideration, 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 27 of this proxy statement/prospectus and “The Merger—–Interests of MIT and MIC Executive Officers, Trustees and Directors in the Merger” beginning on page 92 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: www.virtualshareholdermeeting.com/MiCORP2022. 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 97 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 123 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 MIC 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 124 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: (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 125)

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. Until the closing of the Merger, MIT’s only assets will be the net proceeds of the MIT IPO and the initial capitalization amount of $20,000 paid by Bombe in connection with MIT’s formation. Prior to the Merger, MIT will not have any operations or any employees and will be wholly dependent upon MIC.

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 districts.

As of June 30, 2022, MIC owned 45 parking facilities in 23 separate markets throughout the United States, with a total of 15,818 parking spaces and approximately 5.5 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 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 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 June 30, 2022, 45 parking facilities in 23 separate markets throughout the United States, with a total of 15,818 parking spaces and approximately 5.5 million square feet, and approximately 0.2 million square feet of commercial space adjacent to its parking facilities.

The Charter Amendments (See pages 83 and 84)

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 this provision, if not amended, would make the Merger more difficult and costly to complete as, among other things, additional solicitation costs would likely be incurred in connection with obtaining the holders of MIC common stock’s approval of the Merger Proposal. Because of the effect this provision would have on the Merger, the MIC board of directors determined that it was in the best interest of MIC 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 83 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 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 net assets from an independent appraiser. The Merger would be considered a Roll-Up Transaction under the definition in the MIC charter and, accordingly, if the Roll-Up Charter Amendment is not approved and implemented, MIC would not be able to consummate the Merger because (i) the holders of MIC common stock will not have the same voting rights or inspection rights as holders of MIT Class B common shares and (ii) the cost of the Merger will be borne by MIC if the Merger is rejected by the MIC stockholders. For further information, see “Comparison of Rights of MIT Shareholders and MIC Stockholders” on page 194 of this proxy statement/prospectus.

If adopted, the Roll-Up Charter Amendment would remove these substantive and procedural protections relating to Roll-Up Transactions from the MIC charter, which would eliminate certain protections that would otherwise apply to the Merger. For example, the MIC charter provides that prior to conducting a Roll-Up Transaction, MIC would be required to obtain an appraisal of MIC’s net assets. In addition, as part of a Roll-Up Transaction, MIC would be required to provide stockholders certain rights including the right to remain as a stockholder of MIC and preserve their interests therein on the same terms and conditions as existed previously, or to receive cash in an amount equal to the stockholders pro rata share of the appraised value of the net assets of MIC, even if the MIC board of directors concludes that transaction would be in MIC’s best interests. The Merger is conditioned on approval of the Roll-Up Charter Amendment Proposal, therefore, if the Roll-Up Charter Amendment Proposal and Merger Proposal are approved, MIC stockholders will not be entitled to the benefit of these protections in connection with the Merger. See “Risk Factors—Risks Relating to the Merger and the Other Transactions – 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.” beginning on page 30 of this proxy statement/prospectus.

MIC believes that these provisions, if not amended, would preclude MIC and MIT from consummating the Merger because, among other things, MIC had not undertaken, and does not intend to undertake, the appraisal process required in connection with Roll-Up Transactions charter provisions. Because of the effect of these provisions would have on the Merger, the MIC board of directors determined that it was in the best interests of MIC to amend the MIC charter to eliminate these provisions effective prior to the Effective Time. 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. 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 84 for a more detailed discussion of the Roll-Up Charter Amendment.

The Merger and the Merger Agreement (See pages 88 and 119)

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 89)

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.

In connection with the Merger and the other transactions contemplated by the Merger Agreement, the MIC board of directors specifically considered, among other things: (1) the anticipated effect of the Merger on existing MIC stockholders and personnel and tenants of MIC; (2) the risk that a different strategic alternative, such as continuing as an independent publicly-registered, but non-listed company, could be more beneficial to MIC stockholders than the Merger; (3) the fact that 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 which could create potential conflicts of interest or the appearance of such conflicts, which may lead to increased dissident shareholder activity, including litigation. For a list of the material 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 89 of this proxy statement/prospectus.

Risks Relating to the Merger and the Other Transactions (See page 27)

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 27 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 pages 80 and 81)

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 81 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 92)

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. MIT is controlled by Manuel Chavez, its Chief Executive Officer and a member of the MIT board of trustees, and Stephanie Hogue, its President, Chief Financial Officer, Treasurer and Secretary and a member of the MIT board of trustees. Mr. Chavez also serves as chief executive officer and chairman of the MIC board of directors and Ms. Hogue also serves as MIC’s president and chief financial officer and a member of the MIC board of directors. As of the date of this proxy statement/prospectus, Mr. Chavez and Ms. Hogue beneficially own all of the outstanding MIT common shares and, together with Mr. Osher, another member of the MIC board of directors, through Color Up, beneficially own approximately 33.8% of the outstanding shares of MIC common stock. In addition to Mr. Chavez and Ms. Hogue, four of the current independent members of the MIC board of directors, including Mr. Osher, are expected to serve as members of the MIT board of trustees effective at the effective time of the MIT IPO and prior to the completion of the Merger. 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, but are not limited to:

continued service as a trustee or executive officer of the combined company following the Merger and the associated rights to receive cash and equity compensation from the combined company in such capacity;

certain rights to continuing indemnification and directors’ and officers’ liability insurance; and

the combined company’s assumption of their outstanding MIC equity awards upon the consummation of the Merger.

These interests are further discussed in “The Merger—Interests of MIT and MIC Executive Officers, Trustees and Directors in the Merger” beginning on page 92 of this proxy statement/prospectus and “MIT Executive Officer and Trustee Compensation” beginning on page 157 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 81 of this proxy statement/prospectus.

Until the closing of the Merger, MIT’s only assets will be the net proceeds of the MIT IPO and the initial capitalization amount of $20,000 paid by Bombe in connection with MIT’s formation. Prior to the Merger, MIT will not have any operations or any employees and will be wholly dependent upon MIC.

The transactions contemplated by the Merger Agreement and the terms thereof were separately approved and authorized by Lorrence T. Kellar, Danica Holley, Damon Jones and Shawn Nelson, each an independent member of the MIC board of directors disinterested with respect to the Merger and other transactions contemplated by the Merger Agreement, or collectively, the MIC Disinterested Directors, and the MIC board of directors and by the MIT board of trustees. The MIC board of directors determined that each of the MIC Disinterested Directors qualified as MIC Disinterested Directors because they are unaffiliated with MIT; however, each of Lorrence T. Kellar, Danica Holley and Damon Jones are expected to serve as trustees of MIT, as the surviving entity resulting from the Merger, effective prior to the MIT IPO. The remaining MIC Disinterested Director, Shawn Nelson, is not expected to serve as a trustee of MIT. Given the nature of the transactions and the anticipated benefits to MIC, the MIC board of directors did not consider, nor did it appoint, an independent committee to review the Merger and the transactions contemplated by the Merger Agreement, and did not, at any time, discuss seeking a fairness opinion with respect to the Merger and the related transactions contemplated by the Merger Agreement.

No Stockholder Appraisal Rights in the Merger (See page 124)

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 123)

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.

Third Party Consents and Regulatory Approvals (See page 93)

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 153)

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 120)

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.

Termination of the Merger Agreement (See page 123)

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 97)

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 101)

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”.

Accounting Treatment of the Merger (See page 93)

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 93 of this proxy statement/prospectus.

The MIC Special Meeting (See page 80)

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. 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 194)

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 MIC’s 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 six months ended June 30, 2022 and 2021 has been derived from the condensed 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 MIT 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 Six Months Ended June 30,
	2020 (audited)			2021 (audited)			2021 Pro Forma (unaudited)			2021 (unaudited)			2022 (unaudited)
Revenues
Rental revenue	$	15,319,000		$	11,970,000		$	12,557,000		$	6,285,000		$	4,173,000
Percentage rent income		448,000			3,988,000			3,988,000			240,000			9,185,000
Management income		827,000			4,466,000			9,504,000			1,004,000			427,000
Total revenues		16,594,000			20,424,000			26,049,000			7,529,000			13,785,000

Operating expenses
Property taxes		4,799,000			5,382,000			7,145,000			2,302,000			3,680,000
Property operating expense		1,496,000			1,583,000			1,770,000			556,000			1,568,000
General and administrative		6,029,000			6,530,000			6,530,000			2,860,000			3,388,000
Professional fees		970,000			2,645,000			2,645,000			1,830,000			1,562,000
Acquisition expenses		3,000			—			—			—			2,525,000
Impairment of investments in real estate		14,115,000			—			—			—			—
Depreciation and amortization		5,206,000			5,850,000			7,364,000			2,516,000			3,988,000
Total operating expenses		32,618,000			21,990,000			25,454,000			10,064,000			16,711,000

Other income (expense)
Interest expense		(9,274,000	)		(9,536,000	)		(10,443,000	)		(4,296,000	)		(5,707,000	)
Gain on sale from investments in real estate		694,000			—			—			—			—
PPP loan forgiveness		—			348,000			348,000			348,000			328,000
Other Income		151,000			217,000			217,000			—			30,000

	For the Years Ended December 31,									For the Six Months Ended June 30,
	2020 (audited)			2021 (audited)			2021 Pro Forma (unaudited)			2021 (unaudited)			2022 (unaudited)
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	)		(3,948,000	)		(5,349,000	)

Net loss		(24,049,000	)		(12,361,000	)		(11,107,000	)		(6,483,000	)		(8,275,000	)
Net loss attributable to non-controlling interest		(575,000	)		(1,297,000	)		(1,297,000	)		(10,000	)		(4,783,000	)
Net loss attributable to MIC’s stockholders	$	(23,474,000	)	$	(11,064,000	)	$	(9,810,000	)	$	(6,473,000	)	$	(3,492,000	)

Preferred stock distributions declared - Series A		(216,000	)		(216,000	)		(216,000	)		(108,000	)		(108,000	)
Preferred stock distributions declared - Series 1		(2,784,000	)		(2,784,000	)		(2,784,000	)		(1,392,000	)		(1,392,000	)
Net loss attributable to Mobile Infrastructure Corporation’s common stockholders		(26,474,000	)		(14,064,000	)		(12,810,000	)		(7,973,000	)		(4,992,000	)

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	)	$	(1.65	)	$	(1.03	)	$	(0.64	)
Weighted average common shares outstanding, basic and diluted		7,329,045			7,741,192			7,741,192			7,735,888			7,762,375

	As of December 31,				As of June 30,
	2020 (audited)		2021 (audited)		2021 (unaudited)		2022 (unaudited)
Balance Sheet Information:
Total investments in real estate, net	$	278,464,000	$	407,575,000	$	276,101,000	$	422,226,000
Total assets	$	293,732,000	$	429,147,000	$	288,847,000	$	439,661,000
Total liabilities	$	182,914,000	$	223,323,000	$	185,868,000	$	243,221,000
Total equity	$	110,818,000	$	205,824,000	$	102,979,000	$	196,440,000

	Year ended December 31,						Six months ended June 30,
	2020 (audited)			2021 (audited)			2021 (unaudited)			2022 (unaudited)
Cash Flow Information:
Net cash (used in) provided by operating activities	$	(6,309,000	)	$	(20,060,000	)	$	(2,080,000	)	$	1,264,000
Net cash (used in) provided by investing activities	$	1,492,000		$	(20,252,000	)		—		$	(18,874,000	)
Net cash provided by financing activities	$	1,068,000		$	48,967,000		$	1,104,000		$	14,894,000

	As of December 31,									As of June 30,
	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			37			45
Percent leased at end of period		100	%		100	%		100	%		100	%		100	%
Adjusted EBITDA⁽¹⁾	$	1,386,000		$	2,581,000		$	6,256,000		$	(1,509,000	)	$	6,900,000
FFO attributable to common shareholders⁽²⁾	$	(7,884,000	)	$	(8,230,000	)	$	(5,462,000	)	$	(5,475,000	)	$	(1,232,000	)
AFFO attributable to common shareholders⁽²⁾	$	(8,207,755	)	$	(6,941,000	)	$	(4,173,000	)	$	(6,072,000	)	$	483,000

(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 its management team, investors and others in understanding and evaluating its operating results because (1) it is a measure used by its management team for purposes of decision making and for evaluating the performance of its parking facilities; (2) it is a component of the calculation used by some of its lenders to determine compliance with certain debt covenants; (3) it is widely used by the parking industry and by REITs to measure operating performance, as depreciation, amortization and accretion may vary significantly among companies depending upon accounting methods and useful lives, particularly where acquisitions and non-operating factors are involved; (4) it provides investors with a meaningful measure for evaluating its period-to-period operating performance by eliminating items which are not operational in nature; and (5) it provides investors with a measure for comparing its results of operations to those of different companies by excluding the impact of long-term strategic decisions which can differ significantly from company to company, such as decisions with respect to capital structure, capital investments and the tax jurisdictions in which companies operate. 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 the MIC 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 MIC’s 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. MIT considers FFO to be an appropriate supplemental measure of its performance, along with net income and operating income. MIT 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 historical operating performance and MIT’s future 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. MIT considers AFFO to be an appropriate supplemental measure of its performance, along with net income and operating income. MIT believes that AFFO provides useful information to investors because (1) it provides investors with a meaningful measure for evaluating period-to-period operating performance by eliminating items which are not operational in nature, including, but not limited to, the effects of recurring capital expenditures and straight-line rent as required to be reported according to GAAP, AFFO may facilitate a comparison of its operating performance between periods and (2) it provides investors with a meaningful measure comparing our results of operations to those of different companies by excluding the impact of long-term strategic decisions which can differ significantly from company to company, such as decisions with respect to capital structure, capital investments and the tax jurisdictions in which companies operate. MIT is including FFO and AFFO in this proxy statement/prospectus because FFO and AFFO will be among the factors considered by MIT’s board of trustees

when determining the amount of distributions to MIT 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 MIT’s 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,									Six Months Ended June 30,
	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	)	$	(7,973,000	)	$	(4,992,000	)
Plus: interest expense		9,274,000			9,536,000			10,443,000			4,296,000			5,707,000
Plus: depreciation and amortization		5,206,000			5,850,000			7,364,000			2,516,000			3,988,000
EBITDA	$	(11,994,000	)	$	1,322,000		$	4,997,000		$	(1,161,000	)	$	4,703,000
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			—			2,525,000
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	)		(348,000	)		(328,000	)
Plus: share-based expense		144,000			—			—			—			—
Adjusted EBITDA	$	1,386,000		$	2,581,000		$	6,256,000		$	(1,509,000	)	$	6,900,000
Reconciliation of Net Income to FFO and AFFO:
Net income attributable to common shareholders	$	(26,474,000	)	$	(14,064,000	)	$	(12,810,000	)	$	(7,973,000	)	$	(4,992,000	)
Plus: depreciation and amortization of real estate		5,169,000			5,834,000			7,348,000			2,498,000			3,760,000
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	)	$	(5,475,000	)	$	(1,232,000	)
Minus: recurring capital expenditures		(217,755	)		(321,000	)		(321,000	)		(330,000	)		(477,000	)
Minus: settlement of deferred management internalization		—			(10,040,000	)		(10,040,000	)		—			—
Plus: transaction expenses		—			12,224,000			12,224,000			—			2,525,000
Minus: PPP loan forgiveness		—			(348,000	)		(348,000	)		(348,000	)		(328,000	)

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 56 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 MIC 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 sometime 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.

Pursuant to 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.

There will be no public market for the MIT Class B common shares. Until the MIT Class B common shares automatically 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 123 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, including, but not limited to the following, where legally permissible:

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 Mr. Chavez and Ms. Hogue and MIC’s directors who will become MIT’s trustees include, among other things, the continued service as a trustee or executive officer of the combined company following the Merger and the associated rights to receive cash and equity compensation from the combined company in such capacity, certain rights to continuing indemnification and directors’ and officers’ liability insurance for MIC’s executive officers and directors and the combined company’s assumption of their outstanding MIC equity awards upon the consummation of the Merger.

As a result of MIT’s and MIC’s relationships with MIT’s executive officers and trustees and MIC’s executive officers and directors described elsewhere in this proxy statement/prospectus, the Merger Agreement and the transactions contemplated by the Merger Agreement were not negotiated on an arm’s length basis between unrelated parties and neither MIT nor MIC used an independent committee or other similar body to approve the Merger Agreement and the other transactions contemplated by the Merger Agreement. Therefore, the terms of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the fees and expenses payable by MIC and the Operating Partnership, may be different from those that would be negotiated on an arm’s length basis between unrelated parties.

In addition, the consummation of the Merger is conditioned on approval of the Voting Limitations Charter Amendment Proposal. The Voting Limitations Charter Amendment, if approved, would remove from MIC’s charter a restriction 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.

We may therefore be at an increased risk for dissident shareholder activities due to perceived conflicts of interest arising from our management team, the lack of arms-length negotiations, failure to use an independent committee and the fact that the Merger is conditioned on the elimination of provisions of MIC’s charter that are meant to restrict affiliated transactions. 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. Our relationships with certain affiliates, perceived conflicts of interest arising from our management team, the lack of arms-length negotiations, failure to use an independent committee and the fact that the Merger is conditioned on the elimination of provisions of MIC’s charter that are meant to restrict affiliated transactions may lead to dissident shareholder actions that, if instituted against MIT or MIC or their respective executive officers, directors and trustees, 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 92 of this proxy statement/prospectus and “MIT Executive Officer and Trustee Compensation” beginning on page 157 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 Voting Limitations Charter Amendment. If adopted, the Voting Limitations Charter Amendment 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. MIC believes that these provisions, if not amended, would make the Merger more difficult and costly to complete and these potential costs and expenses are difficult to predict or quantify.

In addition, MIC is seeking the approval of its common stockholders of the Roll-Up Charter Amendment. If adopted, the Roll-Up Charter Amendment 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 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 net assets from an independent appraiser. The Merger would be considered a Roll-Up Transaction under the definition in the MIC charter and, accordingly, if the Roll-Up Charter Amendment is not approved and implemented, MIC would not be able to consummate the Merger because (i) the holders of MIC common stock will not have the same voting rights or inspection rights as holders of MIT Class B common shares and (ii) the cost of the Merger will be borne by MIC if the Merger is rejected by the MIC

stockholders. For further information, see “Comparison of Rights of MIT Shareholders and MIC Stockholders” on page 194 of this proxy statement/prospectus.

MIC believes that the effect of these provisions, if not amended, would preclude MIC and MIT from consummating the Merger because, among other things, MIC has not undertaken, and does not intend to undertake, the appraisal process required in connection with Roll-Up Transactions. The MIC board of directors considered the above in determining 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. Because of the effect of these provisions on the Merger, the MIC board of directors determined that it was in the best interests of MIC 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 194.

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, 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.

For example, the Loan Agreement, dated as of January 10, 2017, by and between MVP Detroit Center Garage, LLC and Bank of America, N.A., requires notice to and prior written consent from the lender in connection with the Merger and MIT’s acquisition of MIC common stock in the Merger will constitute a change in control that triggers an event of default under MIC’s Credit Agreement, or the Credit Agreement, effective as of March 29, 2022. MIC and MIT are in the process of obtaining the applicable consents and/or waivers under these agreements. In addition, the Merger will also constitute a change of control under MIC’s employment agreements with Mr. Chavez and Ms. Hogue; however, each of MIC and such individuals have agreed that the Merger will not constitute a change of control for purposes of those agreements and the applicable provisions will not therefore be triggered. MIT will assume these agreements in connection with the Merger and will be subject to these provisions going forward.

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 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.

Increased 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. MIT was formed on March 7, 2022. Accordingly, we have a limited operating history, particularly as an internally managed company. Shareholders should not assume that MIT’s future performance will be similar to the past performance of MIC. The lack of operating history of MIT increases the risk and uncertainty that MIT 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.

Stockholders should not rely on MIC’s estimated net asset value, or NAV, per share as being an accurate measure of the current value of the shares of MIC common stock.

The MIC board of directors, including all of its independent directors, has historically approved and established at least annually an estimated NAV per share of MIC common stock, which is based on an estimated market value of MIC’s assets less the estimated market value of MIC’s liabilities, divided by the number of fully-diluted shares of MIC common stock outstanding. The objective of the MIC board of directors in determining the estimated NAV per share of the MIC common stock was to arrive at a value, based on recent available data, that it believed was reasonable based on methods that it deemed appropriate after consultation with the Company’s management team. As with any valuation method, the methods used to determine the estimated NAV per share were based upon a number of assumptions, estimates, forecasts and judgments that over time may prove to be incorrect, incomplete, or may change materially.

In the most recent estimation of NAV established on August 29, 2022, the MIC board of directors relied upon information provided by its management team regarding MIC’s real estate investments, other assets and liabilities and the number of shares of MIC common stock outstanding on a fully diluted basis after giving effect to the redemption, on a one-for-one basis, of the OP Units held by the limited partners of the Operating Partnership, which will not necessarily result in a reflection of fair value under GAAP. Different parties using different methods could derive an estimated NAV per share that is significantly different from the estimated NAV per share determined by the MIC board of directors.

The estimated NAV per share is not a representation, warranty, guarantee or other indication that, among other things:

Further, the estimated NAV per share was calculated as of a particular moment in time based on the shares of MIC common stock then outstanding and the amount and value of shares of MIC common stock will fluctuate over time as a result of, among other things, future acquisitions or dispositions of assets, developments related to individual assets and changes in the real estate and capital markets. Following the completion of the MIT IPO and Merger, we do not expect to publish an estimated NAV.

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.

FFO is not a useful measure in evaluating NAV because impairments are considered in determining NAV but not in determining FFO.

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 (1) it provides investors with a meaningful measure for evaluating our period-to-period operating performance by eliminating items which are not operational in nature, including, but not limited to, the effects of recurring capital expenditures and straight-line rent as required to be reported according to GAAP, AFFO may facilitate a comparison of our operating performance between periods and (2) it provides investors with a meaningful measure comparing our results of operations to those of different companies by excluding the impact of long-term strategic decisions which can differ significantly from company to company, such as decisions with respect to capital structure, capital investments and the tax jurisdictions in which companies operate.

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 our management team, investors and others in understanding and evaluating our operating results because (1) it is a measure used by our management team for purposes of decision making and for evaluating the performance of our parking facilities; (2) it is a component of the calculations used by some of our lenders to determine compliance with certain debt covenants; (3) it is widely used by REITs and the parking industry to measure operating performance, as depreciation, amortization and accretion may vary significantly among companies depending upon accounting methods and useful lives, particularly where acquisitions and non-operating factors are involved; (4) it provides investors with a meaningful measure for evaluating our period-to-period operating performance by eliminating items which are not operational in nature; and (5) it provides investors with a measure for comparing our results of operations to those of different companies by excluding the impact of long-term strategic decisions which can differ significantly from company to company, such as decisions with respect to capital structure, capital investments and the tax jurisdictions in which companies operate. 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 up to 14,000 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 collaboration with our tenant operators, 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 MIT as an “emerging growth company” may make the MIT common shares less attractive to investors.

MIT is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act, and MIT may avail itself 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 its 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. MIT 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 MIT 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. MIT cannot predict if investors will find the MIT common shares less attractive because it relies 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 MIT’s ability to present accurately MIT’s financial statements and could materially and adversely affect MIT, including its 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 a company’s 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 through June 30, 2022:

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 MIT’s financial statements and could also impair MIT’s 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.

MIT will rely on its 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 MIT’s business to seek to prevent and detect any fraud. Furthermore, as MIT grows, its business will likely become more complex, and it 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 MIT’s 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 MIT. Additionally, ineffective internal control over financial reporting could also adversely affect MIT’s ability to prevent or detect fraud, harm our reputation and cause shareholders to lose confidence in MIT’s reported financial information.

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

For example, the obligation under the Credit Agreement underlying our $75.0 million credit facility with KeyBanc Capital Markets, as lead arranger, and KeyBank, National Association as administrative agent and lender, or the Credit Facility, contains customary representations, warranties, conditions to borrowing, covenants and events of default, including certain covenants that limit or restrict, subject to certain exceptions, the ability of us, the Operating Partnership and our other subsidiaries to sell or transfer assets, enter into a merger or consolidate with another company, create liens, make investments or acquisitions or incur certain indebtedness. Among other things, the Credit Agreement underlying the Credit Facility requires us to:

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.

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

MIT’s executive officers and certain of MIT’s trustees (including those who will become MIT’s trustees) are also executive officers, directors, managers and key professionals of other affiliated entities. MIT’s Chief Executive Officer and one of its trustees, Manuel Chavez, its President, Chief Financial Officer, Treasurer and one of its trustees, Stephanie Hogue, and Jeffrey B. Osher, who will become one of MIT’s trustees, together will beneficially own a significant percentage of MIT Class B common shares (or MIT common shares following their conversion into MIT common shares) and entities affiliated with them are limited partners of the Operating Partnership. Mr. Chavez and Ms. Hogue will also continue in their ownership and management roles with Bombe.

As a result, MIT’s executive officers and certain of MIT 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 MIT. Their loyalties to these other entities and investors could result in action or inaction that is detrimental to MIT’s business following the Merger, which could harm the implementation of MIT’s business strategy and MIT’s investment and leasing opportunities.

Conflicts with MIT’s business and interests are most likely to arise from involvement in activities related to (a) allocation of new investments and time and services between MIT and the other entities, (b) the timing and terms of the investment in or sale of an asset, (c) development of MIT’s 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 MIT’s business, which could harm the implementation of MIT’s business strategy and our investment and leasing opportunities. If MIT does not successfully implement its business strategy, MIT may be unable to generate CAD needed to make distributions to our shareholders and to maintain or increase the value of its 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, MIT’s 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 MIT.

All of MIT’s transactions or relationships which involve a conflict of interest will be approved by MIT’s trustees who are disinterested in the particular transaction and, if there are no disinterested trustees, by both the affirmative vote of a majority of MIT’s entire board of trustees and the affirmative vote of a majority of MIT’s Independent Trustees. Similarly, the appointment of, and the equity compensation paid by MIT to its executive officers and trustees will be subject to determination by MIT’s Independent Trustees or the compensation committee of the MIT board of trustees. Nonetheless, despite such reviews and approvals, MIT’s agreements with certain of its executive officers provide wide discretion for these parties to pursue their business activities separate from MIT, 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 control or acquisition proposals.

The MIT declaration of trust provides that, subject to certain exceptions, no person 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 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 MIT’s shares, and will impose certain other restrictions on ownership and transfer of MIT’s shares. MIT expects that the MIT board of trustees will grant HSCP Strategic III, L.P., or HS3, an exemption from these Ownership Limits (as defined below) in connection with its acquisition of MIT Class B common shares upon the dissolution of Color Up following the completion of the MIT IPO and the Merger. These provisions of the MIT declaration of trust are intended to assist with MIT’s REIT compliance under the IRC and otherwise to promote MIT’s orderly governance. However, these provisions also inhibit acquisitions of a significant stake in MIT and may prevent a change in control of MIT. Additionally, certain provisions contained in MIT’s 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 MIT and implement changes that may be beneficial to MIT 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 MIT or of impeding a change of control of MIT under circumstances that otherwise could provide MIT’s 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 MIT or of delaying, deferring or preventing a change in MIT’s control under circumstances that otherwise could provide MIT’s shareholders with the opportunity to realize a premium over the then current market price. Moreover, although the MIT board of trustees has taken certain actions to opt out of some of these provisions of Maryland law, it is possible that the MIT board of trustees may revise some or all of these determinations.

MIT’s rights and the rights of MIT’s shareholders to take action against MIT’s trustees and officers are limited.

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

In addition, the MIT declaration of trust obligates MIT to indemnify its 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, MIT will enter into indemnification agreements with its trustees and executive officers. As a result, MIT and MIT’s shareholders may have more limited rights against any present or former trustee or officer than might otherwise exist absent the provisions in the MIT 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 MIT’s shareholders, which could limit MIT’s shareholders’ ability to obtain a favorable judicial forum for disputes with MIT or its trustees, officers or employees, if any, and could discourage lawsuits against MIT and its trustees, officers and employees, if any.

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 MIT’s 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 MIT or MIT’s trustees, officers or employees. MIT believes 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, MIT may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect the combined company’s business, financial condition, and operating results.

MIT may change its operational, financing and investment policies without shareholder approval.

The MIT board of trustees will determine its operational, financing and investment policies and may amend or revise its policies, including its policies with respect to MIT’s 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, MIT’s shareholders. These policy changes could adversely affect the market value of the MIT common shares and the combined company’s ability to make distributions to you. For example, MIT’s organizational documents do not limit the amount or percentage of indebtedness, funded or otherwise, that MIT may incur, and the MIT board of trustees may alter or eliminate any current policy on borrowing at any time without shareholder approval. Accordingly, the combined company could become highly leveraged, which could result in an increase in its debt service costs and increase its exposure to interest rate risks, real estate market fluctuations and liquidity risks.

MIT’s shareholders’ interest in MIT could be diluted if MIT issues additional shares, which could reduce the overall value of their investment.

Shareholders do not have preemptive rights to any shares issued by MIT in the future and generally have no appraisal rights. The MIT declaration of trust provides that MIT 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 the MIT board of trustees may amend the MIT 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, the MIT 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 the MIT board of trustees.

A shareholder’s interest in MIT may be diluted if MIT (1) sells additional shares in the future, (2) sells securities that are convertible into MIT common shares, (3) issues MIT common shares in a private offering of securities to institutional investors, or (4) issues MIT common shares to sellers of properties acquired by MIT 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 MIT 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 MIT 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.

Following the Merger and subject to any contractual lock-up provisions, including the 180-day lock-up agreement expected to be entered into with the underwriters in connection with 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 MIT 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 MIT’s election, MIT 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 the MIT declaration of trust. See “The Operating Partnership and the Partnership Agreement—Redemption Rights of Qualifying Parties”.

The MIT declaration of trust also authorizes MIT’s 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 the MIT 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 MIT common shares or preferred shares.

In addition, depending on the terms and pricing of any additional offerings and the value of MIT’s investments, shareholders also may experience dilution in the book value and fair mark value of, and the amount of distributions paid on, their MIT 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 will be no public market for the MIT common shares. Although MIT intends to list the MIT common shares on the NYSE, MIT 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 MIT 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 MIT, 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), MIC’s financial performance and general stock and bond market conditions. For these reasons, among others, the market price of the MIT common shares that you will receive upon conversion of the MIT Class B common shares may decline substantially and quickly.

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

Subject to applicable law, the MIT board of trustees has the authority, without further shareholder approval, to cause MIT to issue additional MIT common shares and other equity and debt securities on the terms and for the consideration it deems appropriate. MIT 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. MIT 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 the MIT 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 MIT’s Long-Term Incentive Plan to MIT’s trustees, executive officers and employees. MIT, its trustees and executive officers, Bombe and certain MIC stockholders 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 MIT’s 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 MIT’s shareholders, which would reduce MIT’s ownership percentage in the Operating Partnership and would have a dilutive effect on the amount of distributions made to MIT by the Operating Partnership and, therefore, the amount of distributions MIT can make to its 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 MIT’s shares.

In the future, MIT may attempt to increase MIT’s capital resources and fund capital needs by making additional offerings of debt or preferred equity securities. Upon liquidation, holders of MIT’s debt securities and preferred shares, if any, and lenders with respect to other borrowings will receive distributions of MIT’s available assets prior to the holders of MIT common shares. Additional equity offerings may dilute the holdings of MIT’s then 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 MIT may issue could have a preference on liquidating distributions or a preference on distribution payments that could limit MIT’s ability to make a distribution to the holders of MIT common shares. Since MIT’s decision to issue securities in any future offering will depend on market conditions and other factors beyond MIT’s control, MIT cannot predict or estimate the amount, timing or nature of its future offerings. Thus, MIT’s shareholders will bear the risk of MIT’s future offerings reducing the market price of the MIT common shares and diluting their share holdings in MIT.

One of the factors that investors may consider in deciding whether to buy or sell MIT common shares will be MIT’s distribution rate as a percentage of its 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 MIT’s 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 MIT’s 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 MIT’s financial position, results of operations, cash flows, expenses, FFO or CAD would have been had MIT been an independent public company during the periods presented. This financial information is not necessarily indicative of what MIT’s results of operations, financial position, cash flows, expenses, FFO or CAD will be in the future. It is impossible for MIT to accurately estimate all adjustments which may reflect all the significant changes that will occur in its cost structure, funding and operations as a result of its 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.

MIT intends to pay regular quarterly distributions to its shareholders. However:

For these reasons, among others, MIT’s distribution rate may decline or MIT 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.

In this “Risks Related to Our Taxation” section references to “we”, “our”, “us” or “the Company” refer to MIT as the surviving entity resulting from the Merger, together with its consolidated subsidiaries, after giving effect to the Merger.

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 subsidiaries that are C corporations, including any “taxable REIT subsidiaries”, as defined in Section 856(l) of the IRC, or 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 88 and “The Merger—Recommendation of the MIC Board of Directors and Its Reasons for the Merger and the Other Transactions” beginning on page 89 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 that MIT will issue in the Merger 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. 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 automatically 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 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 MIT IPO and 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, or the 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.

In connection with the MIT IPO, MIT intends to apply to list the MIT common shares on the NYSE under the symbol “BEEP”.

The transfer agent and registrar for the 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, member, 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 shares 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 after giving effect to the Merger.

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, which are: Bombe, which is controlled by Mr. Chavez and Ms. Hogue; HS3, which is controlled by Mr. Osher; and three entities that contributed certain parking facilities to MIC in connection with the transactions contemplated by the Purchase Agreement, which are controlled by Mr. Chavez, collectively, the Color Up Members. We understand that the Color Up Members will each further distribute the interests received by them to their respective members or partners and that the final direct holders of the interests will become limited partners of the Operating Partnership.

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 www.virtualshareholdermeeting.com/MiCORP2022. 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:

In connection with the Merger and the other transactions contemplated by the Merger Agreement, the MIC board of directors specifically considered, among other things: (1) the anticipated effect of the Merger on existing MIC stockholders and personnel and tenants of MIC; (2) the risk that a different strategic alternative, such as continuing as an independent publicly-registered, but non-listed company, could be more beneficial to MIC stockholders than the Merger; and (3) the fact that 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 which could create potential conflicts of interest or the appearance of such conflicts, which may lead to increased dissident shareholder activity, including litigation. For a list of the material 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 89 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 net 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 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 Merger would be considered a Roll-Up Transaction under the definition in the MIC charter and, accordingly, if the Roll-Up Charter Amendment is not approved and implemented, MIC would not be able to consummate the Merger because (i) the holders of MIC common stock will not have the same voting rights or inspection rights as holders of MIT Class B common shares and (ii) the cost of the Merger will be borne by MIC if the Merger is rejected by the MIC stockholders. For further information, see “Comparison of Rights of MIT Shareholders and MIC Stockholders” on page 194 of this proxy statement/prospectus.

MIC does not intend to obtain an appraisal of its net 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 88 and “The Merger Agreement” beginning on page 119 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. Neither the MIC common stock nor the MIC Preferred Stock is currently listed on a national securities exchange, therefore, MIC stockholders have substantially less access to liquidity for their interest in MIC than would be available from ownership in a publicly-traded company.

On January 8, 2021, MIC entered into the Purchase Agreement. 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 contributed, 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 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 the Common Share 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 from their positions as directors of MIC and the Color Up Designated Directors and Danica Holley were elected to the MIC board of directors. At the Closing, Mr. Shustek resigned from his positions 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 transactions contemplated by the Purchase Agreement on August 25, 2021, which resulted in a new management team, with Mr. Chavez becoming the chief executive officer of MIC and Ms. Hogue becoming the president of MIC. In addition, Ms. Hogue has served as MIC’s secretary since October 2021, interim chief financial officer since November 2021 and chief financial officer since August 2022. Following the Closing, Mr. Chavez, Ms. Hogue and the MIC board of directors became focused predominantly on 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 MIC board of directors held a meeting in which representatives of Sullivan & Worcester LLP, special counsel to MIC, or Sullivan, and Keating Muething & Klekamp PLL, counsel to MIC, or KMK, participated during which Mr. Chavez and Ms. Hogue reviewed and discussed Mr. Chavez’s and Ms. Hogue’s progress on executing their business plans for MIC, including pursuing a potential listing event or other alternatives

intended to provide MIC scale and capacity to grow beyond its current asset base, including an initial public offering of the MIC common stock, and identifying paths for remediation of REIT status, including requesting relief from the IRS and a potential merger with and into a newly formed REIT with a class of securities registered on a national securities exchange, which would be a liquidity event for MIC stockholders. Mr. Chavez and Ms. Hogue also reviewed the status of MIC’s lease modifications entered into during the COVID-19 pandemic and Mr. Chavez’s and Ms. Hogue’s efforts to convert those lease modifications to the New Lease Structure (as defined below). From then through February 2022, Mr. Chavez, Ms. Hogue and the MIC board of directors continued to work with their legal, financial and accounting advisors to evaluate MIC’s options with respect to pursuing a potential listing event or other alternatives intended to provide MIC scale and capacity to grow beyond its current asset base and to provide a liquidity event for MIC stockholders. Following these meetings and after further consideration and discussions with the Company’s legal advisors, Mr. Chavez, Ms. Hogue and the MIC board of directors formulated the plan to initiate the MIT IPO and Merger and the transactions contemplated by the Merger Agreement.

On March 8, 2022, Sullivan, as legal counsel to MIC and MIT, submitted a proposed draft definitive Merger Agreement to MIC and MIT. Mr. Chavez, Ms. Hogue and Sullivan 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. Given the nature of the transactions and the anticipated benefits to MIC, the MIC board of directors did not consider, nor did it appoint, an independent committee to review the Merger and the transactions contemplated by the Merger Agreement, and did not, at any time, discuss seeking a fairness opinion with respect to the Merger and the related transactions contemplated by the Merger Agreement.

On March 11, 2022, the MIC board of directors held a meeting in which representatives of 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 Mr. Chavez and Ms. Hogue 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 Mr. Chavez and Ms. Hogue 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 MIC 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, including the MIC Disinterested 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 92 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, the MIC 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 56 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. MIT is controlled by Manuel Chavez, its Chief Executive Officer and a member of the MIT board of trustees, and Stephanie Hogue, its President, Chief Financial Officer, Treasurer and Secretary and a member of the MIT board of trustees. Mr. Chavez also serves as chief executive officer and chairman of the MIC board of directors and Ms. Hogue also serves as MIC’s president and chief financial officer and a member of the MIC board of directors. As of the date of this proxy statement/prospectus, Mr. Chavez and Ms. Hogue beneficially own all of the outstanding MIT common shares and, together with Mr. Osher, another member of the MIC board of directors, through Color Up, beneficially own approximately 33.8% of the outstanding shares of MIC common stock. In addition to Mr. Chavez and Ms. Hogue, four of the current independent members of the MIC board of directors, including Mr. Osher, are expected to serve as members of the MIT board of trustees effective at the effective time of the MIT IPO and prior to the completion of the Merger. 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 81 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 and the combined company will assume the outstanding MIC equity awards upon the consummation of the Merger of each of MIC’s executive officers, and directors.

The transactions contemplated by the Merger Agreement and the terms thereof were separately approved and authorized by the MIC Disinterested Directors and the MIC board of directors and by the MIT board of trustees. The MIC board of directors determined that each of the MIC Disinterested Directors qualified as MIC Disinterested Directors because they are unaffiliated with MIT; however, each of Lorrence T. Kellar, Danica Holley and Damon Jones are expected to serve as trustees of MIT, as the surviving entity resulting from the Merger, effective prior to the MIT IPO. The remaining MIC Disinterested Director, Shawn Nelson, is not expected to serve as a trustee of MIT.

For additional information regarding the executive officers and trustees of MIT following the Merger, see “Management of the Combined Company” on page 153 of this proxy statement/prospectus.

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.

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 its assets completed without such party’s consent or receipt of a waiver. The counterparty to such agreements, may request modifications of its respective agreements as a condition to granting a consent or waiver under such agreements, or they may elect not to grant a consent or waiver. 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. MIC believes that it will be able to obtain all required third party consents and waivers prior to the consummation of the Merger.

For example, the Loan Agreement, dated as of January 10, 2017, by and between MVP Detroit Center Garage, LLC and Bank of America, N.A., requires notice to and prior written consent from the lender in connection with the Merger and MIT’s acquisition of MIC common stock in the Merger will constitute a change in control that triggers an event of default under the Credit Agreement. MIC is in discussions with these and other lenders to obtain the applicable consents and/or waivers under their respective agreements. Based on the current discussions, MIC believes that it will be able to obtain all such consents and waivers prior to the consummation of the Merger. However, obtaining such consents and waivers is not a condition to the consummation of the Merger.

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

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.

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.

Our tax counsel, Sullivan & Worcester LLP, is of the opinion that (i) the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the IRC and the Treasury Regulations promulgated thereunder, 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 is based solely on the opinion of our tax counsel, Sullivan & Worcester LLP, and assumes that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the IRC. Our counsel’s opinion is conditioned upon the assumption that the Merger Agreement and all other legal documents to which MIT or MIC 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 opinion may be adversely affected and may not be relied upon. The opinion of our counsel is based upon the law as it exists today, but the law may change in the future, possibly with retroactive effect.

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. MIT believes 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 MIT 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:

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:

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 treated as a publicly traded partnership if its interests are traded on an established securities market or are readily tradable on a secondary market or a substantial equivalent thereof, within the meaning of applicable Treasury Regulations. We do not anticipate that the Operating Partnership or any subsidiary partnership or limited liability

company will be treated as a publicly traded partnership that is taxable as a corporation. However, if any such entity were treated as a corporation, it would be required to pay an entity-level tax on its income. In this situation, the character of MIT’s assets and items of gross income would change and could prevent MIT from satisfying the REIT asset tests and possibly the REIT income tests. This, in turn, could prevent MIT from qualifying for taxation as a REIT. In addition, a change in the tax status of the Operating Partnership or a subsidiary partnership or limited liability company might be treated as a taxable event. If so, MIT might incur a tax liability without any related cash payment. We believe the Operating Partnership will be treated as a partnership for federal income tax purposes, and each of its subsidiary partnerships and limited liability companies will be treated as disregarded entities or partnerships for federal income tax purposes.

Allocations of Income, Gain, Loss and Deduction. A partnership agreement (or, in the case of a limited liability company treated as a partnership for federal income tax purposes, a limited liability company agreement) will generally determine the allocation of income and loss among partners. These allocations, however, will be disregarded for tax purposes if they do not comply with the provisions of Section 704(b) of the IRC and the Treasury Regulations thereunder. Generally, Section 704(b) of the IRC and the Treasury Regulations thereunder require that partnership allocations respect the economic arrangement of the partners. If an allocation of partnership income or loss does not comply with the requirements of Section 704(b) of the IRC and the Treasury Regulations thereunder, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership. This reallocation will be determined by taking into account all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item. The Operating Partnership’s allocations of taxable income and loss are intended to comply with the requirements of Section 704(b) of the IRC and the Treasury Regulations thereunder.

Tax Allocations With Respect to the Properties. Under Section 704(c) of the IRC, income, gain, loss and deduction attributable to appreciated or depreciated property that is contributed to a partnership (including a limited liability company treated as a partnership for federal income tax purposes) in exchange for an interest in the partnership, must be allocated in a manner so that the contributing partner is charged with the unrealized gain or benefits from the unrealized loss associated with the property at the time of the contribution. The amount of the unrealized gain or unrealized loss generally is equal to the difference between the fair market value or book value and the adjusted tax basis of the contributed property at the time of contribution (this difference is referred to as a book-tax difference), as adjusted from time to time. These allocations are solely for federal income tax purposes and do not affect the book capital accounts or other economic or legal arrangements among the partners.

The Operating Partnership may, from time to time, acquire interests in property in exchange for interests in the Operating Partnership. In that case, the tax basis of these property interests will generally carry over to the Operating Partnership, notwithstanding their different book (i.e., fair market) value. The partnership agreement requires that, if the Operating Partnership is treated as a partnership for federal income tax purposes, income and loss allocations with respect to these properties be made in a manner consistent with Section 704(c) of the IRC. Treasury Regulations issued under Section 704(c) of the IRC provide partnerships (including a limited liability company treated as a partnership for federal income tax purposes) with a choice of several methods of accounting for book-tax differences. Depending on the method MIT chooses in connection with any particular contribution, the carryover basis of each of the contributed interests in the properties in the hands of the Operating Partnership (1) could cause MIT to be allocated lower amounts of depreciation deductions for tax purposes than would be allocated to MIT if any of the contributed properties were to have a tax basis equal to its respective fair market value at the time of the contribution and (2) could cause MIT to be allocated taxable gain in the event of a sale of such contributed interests or properties in excess of the economic or book income allocated to MIT as a result of such sale, with a corresponding benefit to the other partners in the Operating Partnership. An allocation described in clause (2) above might cause MIT or the other partners to recognize taxable income in excess of cash proceeds in the event of a sale or other disposition of property, which might adversely affect MIT’s ability to comply with the REIT distribution requirements.

Any property acquired by the Operating Partnership in a taxable transaction will initially have a tax basis equal to its fair market value, and Section 704(c) of the IRC generally will not apply.

Built-in Gains. As described above, notwithstanding MIT’s qualification and taxation as a REIT, MIT may still be subject to corporate taxation in particular circumstances. If MIT recognizes gain on the disposition of any REIT asset that was held by MIC (directly or indirectly, including through the Operating Partnership) as of the effective time of the Merger during a specified period (generally five years thereafter), then MIT will generally pay tax at the highest regular corporate tax rate, currently 21%, on its share of the lesser of (a) the excess, if any, of the asset’s fair market value over its adjusted tax basis, each determined on the closing date of the Merger, or (b) the gain recognized in the disposition. Accordingly, any taxable disposition during the specified period of a REIT asset that MIT or the Operating Partnership held on the closing date of the Merger could be subject to this built-in gains tax. We currently do not expect MIT or the Operating Partnership to sell any assets if that sale would result in the imposition of a material tax liability. We cannot, however, provide assurance that MIT or the Operating Partnership will not change their plans in this regard.

Earnings and Profits. A REIT may not have any undistributed C corporation earnings and profits at the end of any taxable year. Thus, in order to qualify for taxation as a REIT, MIT will be required to distribute to its shareholders all of its pre-REIT accumulated earnings and profits, if any, prior to the end of MIT’s 2022 taxable year. Absent an available relief provision, failure to distribute these pre-REIT accumulated earnings and profits before the end of MIT’s first taxable year as a REIT would result in MIT’s disqualification as a REIT. The distribution of MIT’s pre-REIT accumulated earnings and profits will be potentially eligible for taxation to noncorporate U.S. shareholders at the preferential tax rates for “qualified dividends” described below in “—Taxation of Taxable U.S. Shareholders”.

Although Sullivan & Worcester LLP is unable to render an opinion on factual determinations such as the amount of MIT’s undistributed pre-REIT accumulated earnings and profits, MIT has retained accountants to assist MIT in calculating the amount of MIT’s undistributed pre-REIT accumulated earnings and profits as of the effective time of the Merger. We believe that MIT will have fully distributed any pre-REIT accumulated earnings and profits before the end of MIT’s 2022 taxable year. However, there can be no assurance that, if audited, the IRS would not propose adjustments to MIT’s calculation of undistributed pre-REIT accumulated earnings and profits. If it is subsequently determined that MIT had undistributed pre-REIT accumulated earnings and profits as of the end of a taxable year (including MIT’s first taxable year as a REIT), MIT may be eligible for a relief provision similar to the “deficiency dividends” procedure described above. To utilize this relief provision, MIT would have to pay an interest charge for the delay in distributing the undistributed earnings and profits; in addition, MIT would be required to distribute, in addition to MIT’s other REIT distribution requirements, the amount of the undistributed earnings and profits less the interest charge paid.

As described above, MIT will be subject to corporate taxation if MIT acquires an asset (directly or indirectly, including through the Operating Partnership) from a corporation in a transaction in which the adjusted tax basis in the asset is determined by reference to the adjusted tax basis of that asset in the hands of a present or former C corporation (including, for example, if MIT were to liquidate a TRS or convert a TRS to a QRS), and if MIT subsequently recognizes gain on the disposition of that asset during a specified period (generally five years) beginning on the date on which the asset ceased to be owned by the C corporation. In such case, MIT will generally pay tax at the highest regular corporate tax rate, currently 21%, on its share of the lesser of (a) the excess, if any, of the asset’s fair market value over its adjusted tax basis, each determined as of the time the asset ceased to be owned by the C corporation, or (b) the gain recognized in the disposition. Accordingly, any taxable disposition of an asset so acquired during the specified period (generally five years) could be subject to tax under these rules. We currently do not expect MIT or the Operating Partnership to sell any assets if that sale would result in the imposition of a material tax liability. We cannot, however, provide assurance that MIT or the Operating Partnership will not change their plans in this regard.

As described above, if MIT acquires a corporation, liquidates a TRS or converts a TRS to a QRS, to preserve MIT’s status as a REIT MIT must generally distribute all of the C corporation earnings and profits inherited in that transaction, if any, no later than the end of MIT’s taxable year in which the transaction occurs, in order to preserve MIT’s intended qualification for taxation as a REIT. However, if MIT fails to do so, relief provisions would allow MIT to maintain its qualification for taxation as a REIT provided MIT distributes any subsequently discovered C corporation earnings and profits and pay an interest charge in respect of the period of delayed distribution. C

corporation earnings and profits that MIT inherits will be, in general, specially allocated under a priority rule to the earliest possible distributions following the event causing the inheritance, and only then is the balance of MIT’s earnings and profits for the taxable year allocated among MIT’s distributions to the extent not already treated as a distribution of C corporation earnings and profits under the priority rule. The distribution of these C corporation earnings and profits will potentially be eligible for taxation to noncorporate U.S. shareholders at the preferential tax rates for “qualified dividends” as described below under the heading “—Taxation of Taxable U.S. Shareholders”.

The initial tax bases of assets of MIT and the Operating Partnership will generally be their acquisition cost. Depreciable real property of MIT or the Operating Partnership will generally be depreciated on a straight-line basis over forty years and personal property over the applicable shorter periods. These depreciation schedules, and these assets’ initial tax bases, may vary for properties that are acquired through tax-free or carryover basis acquisitions (for example, MIT’s initial properties acquired from MIC in the Merger as discussed above under the heading “—Material Federal Income Tax Consequences of the Merger—Tax Consequences of the Merger to MIT”), or that are the subject of cost segregation analyses.

MIT and the Operating Partnership will be entitled to depreciation deductions from their properties only if they are treated for federal income tax purposes as the owner of the properties. This means that the leases for these properties must be classified for federal income tax purposes as true leases, rather than as sales or financing arrangements. We believe that all of these leases will be treated as true leases for federal income tax purposes.

As described above, we expect MIT to make distributions to its shareholders from time to time. These distributions may include cash distributions, in kind distributions of property, and deemed or constructive distributions resulting from capital market activities. The federal income tax treatment of MIT’s distributions will vary based on the status of the recipient shareholder as more fully described below under the headings “—Taxation of Taxable U.S. Shareholders,” “—Taxation of Tax-Exempt U.S. Shareholders,” and “—Taxation of Non-U.S. Shareholders”.

Section 302 of the IRC treats a redemption of shares of MIT for cash only as a distribution under Section 301 of the IRC, and hence taxable as a dividend to the extent of MIT’s available current or accumulated earnings and profits, unless the redemption satisfies one of the tests set forth in Section 302(b) of the IRC enabling the redemption to be treated as a sale or exchange of the shares of MIT. The redemption for cash only will be treated as a sale or exchange if it (a) is “substantially disproportionate” with respect to the surrendering shareholder’s ownership in MIT, (b) results in a “complete termination” of the surrendering shareholder’s entire share interest in MIT, or (c) is “not essentially equivalent to a dividend” with respect to the surrendering shareholder, all within the meaning of Section 302(b) of the IRC. In determining whether any of these tests have been met, an MIT shareholder must generally take into account shares of MIT considered to be owned by such shareholder by reason of constructive ownership rules set forth in the IRC, as well as shares of MIT actually owned by such shareholder. In addition, if a redemption is treated as a distribution under the preceding tests, then a shareholder’s tax basis in the redeemed shares of MIT generally will be transferred to the shareholder’s remaining shares of MIT, if any, and if such shareholder owns no other shares of MIT, such basis generally may be transferred to a related person or may be lost entirely. Because the determination as to whether a shareholder will satisfy any of the tests of Section 302(b) of the IRC depends upon the facts and circumstances at the time that shares of MIT are redeemed, we urge you to consult your own tax advisor to determine the particular tax treatment of any redemption.

For noncorporate U.S. shareholders, to the extent that their total adjusted income does not exceed applicable thresholds, the maximum federal income tax rate for long-term capital gains and most corporate dividends is generally 15%. For those noncorporate U.S. shareholders whose total adjusted income exceeds the applicable thresholds, the maximum federal income tax rate for long-term capital gains and most corporate dividends is generally 20%. However, because MIT generally will not be subject to federal income tax on the portion of its “real estate investment trust taxable income” distributed to its shareholders, dividends on shares of MIT generally will not be eligible for these preferential tax rates, except that any distribution of C corporation earnings and profits and taxed built-in gain items will potentially be eligible for these preferential tax rates. As a result, MIT’s ordinary dividends generally will be taxed at the higher federal income tax rates applicable to ordinary income (subject to the lower effective tax rates applicable to qualified REIT dividends via the deduction-without-outlay mechanism of

Section 199A of the IRC, which is generally available to MIT’s noncorporate U.S. shareholders that meet specified holding period requirements for taxable years before 2026). To summarize, the preferential federal income tax rates for long-term capital gains and for qualified dividends generally apply to:

As long as MIT qualifies for taxation as a REIT, a distribution to its U.S. shareholders that MIT does not designate as a capital gain dividend generally will be treated as an ordinary income dividend to the extent of MIT’s available current or accumulated earnings and profits (subject to the lower effective tax rates applicable to qualified REIT dividends via the deduction-without-outlay mechanism of Section 199A of the IRC, which is generally available to MIT’s noncorporate U.S. shareholders that meet specified holding period requirements for taxable years before 2026). Distributions made out of MIT’s current or accumulated earnings and profits that MIT properly designates as capital gain dividends generally will be taxed as long-term capital gains, as discussed below, to the extent they do not exceed MIT’s actual net capital gain for the taxable year. However, corporate shareholders may be required to treat up to 20% of any capital gain dividend as ordinary income under Section 291 of the IRC.

In addition, MIT may elect to retain net capital gain income and treat it as constructively distributed. In that case:

If MIT elects to retain its net capital gains in this fashion, MIT will notify its U.S. shareholders of the relevant tax information within sixty days after the close of the affected taxable year.

If for any taxable year MIT designates capital gain dividends for its shareholders, then a portion of the capital gain dividends MIT designates will be allocated to the holders of a particular class of shares on a percentage basis equal to the ratio of the amount of the total dividends paid or made available for the year to the holders of that class of shares to the total dividends paid or made available for the year to holders of all outstanding classes of MIT’s shares. MIT will similarly designate the portion of any dividend that is to be taxed to noncorporate U.S. shareholders at preferential maximum rates (including any qualified dividend income and any capital gains attributable to real estate depreciation recapture that are subject to a maximum 25% federal income tax rate) so that the designations will be proportionate among all outstanding classes of MIT’s shares.

Distributions in excess of MIT’s current or accumulated earnings and profits will not be taxable to a U.S. shareholder to the extent that they do not exceed the shareholder’s adjusted tax basis in shares of MIT, but will reduce the shareholder’s basis in such shares of MIT. To the extent that these excess distributions exceed a U.S. shareholder’s adjusted basis in such shares of MIT, they will be included in income as capital gain, with long-term gain generally taxed to noncorporate U.S. shareholders at preferential maximum rates. No U.S. shareholder may include on its federal income tax return any of MIT’s net operating losses or any of MIT’s capital losses. In addition, no portion of any of MIT’s dividends will be eligible for the dividends received deduction for corporate shareholders.

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 the dividend will be treated as having been both paid and received on December 31 of the prior taxable year.

A U.S. shareholder will generally recognize gain or loss equal to the difference between the amount realized and the shareholder’s adjusted basis in their shares of MIT that are sold or exchanged. This gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the shareholder’s holding period in their shares of MIT exceeds one year. In addition, any loss upon a sale or exchange of shares of MIT held for six months or less will generally be treated as a long-term capital loss to the extent of any long-term capital gain dividends MIT paid on such shares of MIT during the holding period.

U.S. shareholders who are individuals, estates or trusts are generally required to pay a 3.8% Medicare tax on their net investment income (including dividends on shares of MIT (without regard to any deduction allowed by Section 199A of the IRC) and gains from the sale or other disposition of shares of MIT), or in the case of estates and trusts on their net investment income that is not distributed, in each case to the extent that their total adjusted income exceeds applicable thresholds. U.S. shareholders are urged to consult their tax advisors regarding the application of the 3.8% Medicare tax.

If a U.S. shareholder recognizes a loss upon a disposition of shares of MIT in an amount that exceeds a prescribed threshold, it is possible that the provisions of Treasury Regulations involving “reportable transactions” could apply, with a resulting requirement to separately disclose the loss-generating transaction to the IRS. These Treasury Regulations are written quite broadly, and apply to many routine and simple transactions. A reportable transaction currently includes, among other things, a sale or exchange of shares of MIT resulting in a tax loss in excess of (a) $10 million in any single year or $20 million in a prescribed combination of taxable years in the case of shares of MIT held by a C corporation or by a partnership with only C corporation partners or (b) $2 million in any single year or $4 million in a prescribed combination of taxable years in the case of shares of MIT held by any other partnership or an S corporation, trust or individual, including losses that flow through passthrough entities to individuals. A taxpayer discloses a reportable transaction by filing IRS Form 8886 with its federal income tax return and, in the first year of filing, a copy of Form 8886 must be sent to the IRS’s Office of Tax Shelter Analysis. The annual maximum penalty for failing to disclose a reportable transaction is generally $10,000 in the case of a natural person and $50,000 in any other case.

Noncorporate U.S. shareholders who borrow funds to finance their acquisition of shares of MIT could be limited in the amount of deductions that will be allowed for the interest paid on the indebtedness incurred. Under Section 163(d) of the IRC, interest paid or accrued on indebtedness incurred or continued to purchase or carry property held for investment is generally deductible only to the extent of the investor’s net investment income. A U.S. shareholder’s net investment income will include ordinary income dividend distributions received from MIT and, only if an appropriate election is made by the shareholder, capital gain dividend distributions and qualified dividends received from MIT; however, distributions treated as a nontaxable return of the shareholder’s basis will not enter into the computation of net investment income.

The rules governing the federal income taxation of tax-exempt entities are complex, and the following discussion is intended only as a summary of material considerations of an investment in shares of MIT relevant to such investors. If you are a tax-exempt shareholder, we urge you to consult your own tax advisor to determine the impact of federal, state, local and foreign tax laws, including any tax return filing and other reporting requirements, with respect to your acquisition of or investment in shares of MIT.

We expect that shareholders that are tax-exempt pension plans, individual retirement accounts or other qualifying tax-exempt entities, and that receive (a) distributions from MIT, or (b) proceeds from the sale of shares of MIT, should not have such amounts treated as UBTI, provided in each case (x) that the shareholder has not financed its acquisition of shares of MIT with “acquisition indebtedness” within the meaning of the IRC, (y) that the shares of MIT are not otherwise used in an unrelated trade or business of the tax-exempt entity, and (z) that, consistent with the present intent, MIT does not hold a residual interest in a real estate mortgage investment conduit or otherwise hold mortgage assets or conduct mortgage securitization activities that generate “excess inclusion” income.

The rules governing the federal income taxation of non-U.S. shareholders are complex, and the following discussion is intended only as a summary of material considerations of an investment in shares of MIT relevant to such investors. If you are a non-U.S. shareholder, we urge you to consult your own tax advisor to determine the impact of U.S. federal, state, local and foreign tax laws, including any tax return filing and other reporting requirements, with respect to your acquisition of or investment in shares of MIT.

We expect that a non-U.S. shareholder’s receipt of (a) distributions from MIT on MIT common shares, and (b) proceeds from the sale of MIT common shares or MIT Class B common shares will not be treated as income effectively connected with a U.S. trade or business and a non-U.S. shareholder will therefore not be subject to the often higher federal tax and withholding rates, branch profits taxes and increased reporting and filing requirements that apply to income effectively connected with a U.S. trade or business. These expectations and a number of the determinations below are predicated on MIT common shares being listed on a U.S. national securities exchange, such as the NYSE. Although we cannot be sure, we expect that MIT common shares will be and will remain listed on a U.S. national securities exchange. In contrast, in some circumstances a non-U.S. shareholder’s receipt of distributions from MIT on MIT Class B common shares may be treated in part as income effectively connected with a U.S. trade or business, as discussed below under the heading “—Distributions”.

Distributions. A distribution by MIT to a non-U.S. shareholder that is not designated as a capital gain dividend will be treated as an ordinary income dividend to the extent that it is made out of MIT’s current or accumulated earnings and profits. A distribution of this type will generally be subject to federal income tax and withholding at the rate of 30%, or at a lower rate if the non-U.S. shareholder has in the manner prescribed by the IRS demonstrated to the applicable withholding agent its entitlement to benefits under a tax treaty. Because MIT cannot determine its current and accumulated earnings and profits until the end of the taxable year, withholding at the statutory rate of 30% or applicable lower treaty rate will generally be imposed on the gross amount of any distribution to a non-U.S. shareholder that MIT makes and does not designate as a capital gain dividend. Notwithstanding this potential withholding on distributions in excess of MIT’s current and accumulated earnings and profits, these excess portions of distributions will be a nontaxable return of capital to the extent that they do not exceed the non-U.S. shareholder’s adjusted basis in its shares of MIT, and the nontaxable return of capital will reduce the adjusted basis in these shares. To the extent that distributions in excess of MIT’s current and accumulated earnings and profits exceed the non-U.S. shareholder’s adjusted basis in its shares of MIT, the distributions will give rise to federal income tax liability only in the unlikely event that the non-U.S. shareholder would otherwise be subject to tax on any gain from the sale or exchange of these shares, as discussed below under the heading “—Dispositions of Shares of MIT”. A non-U.S. shareholder may seek a refund from the IRS of amounts withheld on distributions to it in excess of such shareholder’s allocable share of MIT’s current and accumulated earnings and profits.

For so long as MIT common shares are listed on a U.S. national securities exchange, capital gain dividends that MIT declares and pays to a non-U.S. shareholder on those MIT common shares, as well as dividends to such a non-U.S. shareholder on those MIT common shares attributable to MIT’s sale or exchange of USRPIs will not be subject to withholding as though those amounts were effectively connected with a U.S. trade or business, and non-U.S. shareholders will not be required to file federal income tax returns or pay branch profits tax in respect of these dividends. Instead, these dividends will generally be treated as ordinary dividends and subject to withholding in the manner described above.

Tax treaties may reduce the withholding obligations on MIT’s distributions. Under some treaties, however, rates below 30% that are applicable to ordinary income dividends from U.S. corporations may not apply to ordinary income dividends from a REIT or may apply only if the REIT meets specified additional conditions.

A non-U.S. shareholder must generally use an applicable IRS Form W-8, or substantially similar form, to claim tax treaty benefits. If the amount of tax withheld with respect to a distribution to a non-U.S. shareholder exceeds the shareholder’s federal income tax liability with respect to the distribution, the non-U.S. shareholder may file for a refund of the excess from the IRS. Treasury Regulations also provide special rules to determine whether, for purposes of determining the applicability of a tax treaty, MIT’s distributions to a non-U.S. shareholder that is an entity should be treated as paid to the entity or to those owning an interest in that entity, and whether the entity or its owners are entitled to benefits under the tax treaty.

If, contrary to MIT’s expectation, MIT common shares were not listed on a U.S. national securities exchange and MIT made a distribution on those shares that was attributable to gain from the sale or exchange of a USRPI, then a non-U.S. shareholder holding those shares would be taxed as if the distribution was gain effectively connected with a trade or business in the United States conducted by the non-U.S. shareholder. In addition, the applicable withholding agent would be required to withhold from a distribution to such a non-U.S. shareholder, and remit to the IRS, up to 21% of the maximum amount of any distribution that was or could have been designated as a capital gain dividend. The non-U.S. shareholder also would generally be subject to the same treatment as a U.S. shareholder with respect to the distribution (subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of a nonresident alien individual), would be subject to fulsome federal income tax return reporting requirements, and, in the case of a corporate non-U.S. shareholder, may owe the up to 30% branch profits tax under Section 884 of the IRC (or lower applicable tax treaty rate) in respect of these amounts. Because MIT Class B common shares will not be listed on a U.S. national securities exchange, the consequences described in this paragraph will apply to any distribution on MIT Class B common shares that is attributable to gain from the sale or exchange of a USRPI by MIT.

Dispositions of Shares of MIT. If, as expected, MIT common shares and MIT Class B common shares are not USRPIs, then a non-U.S. shareholder’s gain on the sale of MIT common shares or MIT Class B common shares generally will not be subject to federal income taxation or withholding. MIT expects that MIT common shares and MIT Class B common shares will not be USRPIs because one or both of the following exemptions will be available at all times.

First, for so long as MIT common shares are listed on a U.S. national securities exchange, a non-U.S. shareholder’s gain on the sale of MIT common shares, or on the sale of MIT Class B common shares (assuming that such shareholder does not own more than 5% of the outstanding MIT Class B common shares), will not be subject to federal income taxation as a sale of a USRPI. Second, MIT common shares and MIT Class B common shares will not constitute USRPIs if MIT is a “domestically controlled” REIT. MIT will be a “domestically controlled” REIT if less than 50% of the value of its shares (including any future class of shares that MIT may issue) is held, directly or indirectly, by non-U.S. shareholders at all times during the preceding five years, after applying specified presumptions regarding the ownership of MIT common shares as described in Section 897(h)(4)(E) of the IRC. For these purposes, MIT expects that the statutory ownership presumptions will apply following the Merger to validate MIT’s status as a “domestically controlled” REIT. Accordingly, MIT believes that it will be a “domestically controlled” REIT.

If, contrary to MIT’s expectation, a gain on the sale of MIT common shares or MIT Class B common shares is subject to federal income taxation (for example, because neither of the above exemptions were then available, i.e., MIT common shares were not then listed on a U.S. national securities exchange and MIT was not a “domestically controlled” REIT), then (a) a non-U.S. shareholder would generally be subject to the same treatment as a U.S. shareholder with respect to its gain (subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals), (b) the non-U.S. shareholder would also be subject to fulsome federal income tax return reporting requirements, and (c) a purchaser of MIT common shares or MIT Class B common shares from the non-U.S. shareholder may be required to withhold 15% of the purchase price paid to the non-U.S. shareholder and to remit the withheld amount to the IRS.

Information reporting, backup withholding, and foreign account withholding may apply to distributions or proceeds paid to MIT’s shareholders under the circumstances discussed below. If a shareholder is subject to backup or other federal income tax withholding, then the applicable withholding agent will be required to withhold the appropriate amount with respect to a deemed or constructive distribution or a distribution in kind even though there is insufficient cash from which to satisfy the withholding obligation. To satisfy this withholding obligation, 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 portion of the property that the shareholder would otherwise receive or own, and the shareholder may bear brokerage or other costs for this withholding procedure.

Amounts withheld under backup withholding are generally not an additional tax and may be refunded by the IRS or credited against the shareholder’s federal income tax liability, provided that such shareholder timely files for a refund or credit with the IRS. A U.S. shareholder may be subject to backup withholding when it receives distributions on shares of MIT or proceeds upon the sale, exchange, redemption, retirement or other disposition of shares of MIT, unless the U.S. shareholder properly executes, or has previously properly executed, under penalties of perjury an IRS Form W-9 or substantially similar form that:

If the U.S. shareholder has not provided and does not provide its correct taxpayer identification number and appropriate certifications on an IRS Form W-9 or substantially similar form, it may be subject to penalties imposed by the IRS, and the applicable withholding agent may have to withhold a portion of any distributions or proceeds paid to such U.S. shareholder. Unless the U.S. shareholder has established on a properly executed IRS Form W-9 or substantially similar form that it comes within an enumerated exempt category, distributions or proceeds on shares of MIT paid to it during the calendar year, and the amount of tax withheld, if any, will be reported to it and to the IRS.

Distributions on shares of MIT to a non-U.S. shareholder during each calendar year and the amount of tax withheld, if any, will generally be reported to the non-U.S. shareholder and to the IRS. This information reporting requirement applies regardless of whether the non-U.S. shareholder is subject to withholding on distributions on shares of MIT or whether the withholding was reduced or eliminated by an applicable tax treaty. Also, distributions paid to a non-U.S. shareholder on shares of MIT will generally be subject to backup withholding, unless the non-U.S. shareholder properly certifies to the applicable withholding agent its non-U.S. shareholder status on an applicable IRS Form W-8 or substantially similar form. Information reporting and backup withholding will not apply to proceeds a non-U.S. shareholder receives upon the sale, exchange, redemption, retirement or other disposition of shares of MIT, if the non-U.S. shareholder properly certifies to the applicable withholding agent its non-U.S. shareholder status on an applicable IRS Form W-8 or substantially similar form. Even without having executed an applicable IRS Form W-8 or substantially similar form, however, in some cases information reporting and backup withholding will not apply to proceeds that a non-U.S. shareholder receives upon the sale, exchange, redemption, retirement or other disposition of shares of MIT if the non-U.S. shareholder receives those proceeds through a broker’s foreign office.

Non-U.S. financial institutions and other non-U.S. entities are subject to diligence and reporting requirements for purposes of identifying accounts and investments held directly or indirectly by U.S. persons. The failure to comply with these additional information reporting, certification and other requirements could result in a 30% U.S. withholding tax on applicable payments to non-U.S. persons, notwithstanding any otherwise applicable provisions of an income tax treaty. In particular, a payee that is a foreign financial institution that is subject to the diligence and reporting requirements described above must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by “specified United States persons” or “United States owned foreign entities” (each as defined in the IRC and administrative guidance thereunder), annually report information about such accounts, and withhold 30% on applicable payments to noncompliant foreign financial institutions and account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States with respect to these requirements may be subject to different rules. The foregoing withholding regime generally applies to payments of dividends on shares of MIT. In general, to avoid withholding, any non-U.S. intermediary through which a shareholder owns shares of MIT must establish its compliance with the foregoing regime, and a non-U.S. shareholder must provide specified documentation (usually an applicable IRS Form W-8) containing information about its identity, its status, and if required, its direct and indirect U.S. owners. Non-U.S. shareholders and shareholders who will hold shares of MIT shares through a non-U.S. intermediary are encouraged to consult their own tax advisors regarding foreign account tax compliance.

MIT’s tax treatment and that of MIT’s shareholders may be modified by legislative, judicial or administrative actions at any time, which actions may have retroactive effect. The rules dealing with federal income taxation are constantly under review by the U.S. Congress, the IRS and the U.S. Department of the Treasury, and statutory changes, new regulations, revisions to existing regulations and revised interpretations of established concepts are issued frequently. Likewise, the rules regarding taxes other than federal income taxes may also be modified. No prediction can be made as to the likelihood of passage of new tax legislation or other provisions, or the direct or indirect effect on MIT and MIT’s shareholders. Revisions to tax laws and interpretations of these laws could adversely affect MIT’s ability to qualify and be taxed as a REIT, as well as the tax or other consequences of an investment in MIT Class B common shares or MIT common shares. MIT and MIT’s shareholders may also be subject to taxation by state, local or other jurisdictions, including those in which MIT or MIT’s shareholders transact business or reside. These tax consequences may not be comparable to the federal income tax consequences discussed above.

This section of this proxy statement/prospectus describes the material provisions of the Merger Agreement, a copy of which is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference. As a MIC stockholder, you may not directly enforce any of its terms and conditions.

This summary may not contain all of the information about the Merger Agreement that may be important to you. You should read the full text of the Merger Agreement carefully and in its entirety because it is the primary legal document that governs the Merger. The Merger Agreement is not intended to provide you with any factual information about MIT or MIC. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement (and summarized below) are qualified by information MIC filed with the SEC prior to the date of execution and delivery of the Merger Agreement that modify, qualify and create exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may apply contractual standards of materiality in a way that is different from what may be viewed as material by investors or that is different from standards of materiality generally applicable under the U.S. federal securities laws or may not be intended as statements of fact, but rather as a way of allocating risk among the parties to the Merger Agreement. The representations and warranties and other provisions of the Merger Agreement and the description of such provisions in this proxy statement/prospectus should not be read alone but instead should be read in conjunction with the other information contained in the reports, statements and filings that MIC files with the SEC and the other information in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page i of this proxy statement/prospectus.

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. As a result of the Merger, the separate existence of MIC will cease, and MIT will continue its existence under the laws of the State of Maryland.

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 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.

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. The MIC common stock is not

listed on a national securities exchange. In connection with the MIT IPO, MIT has applied 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.

For further information, see “The Merger—Exchange of Shares in the Merger” beginning on page 94 of this proxy statement/prospectus.

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

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

The parties will cause the Merger to be consummated by filing the Articles of Merger with the Maryland SDAT. The Merger shall become effective at such date and time as the Articles of Merger are accepted for filing by the Maryland SDAT or on such later date and time which date shall be at least one business day following the closing of the MIT IPO and will not to exceed thirty (30) days from the date the Articles of Merger are accepted for filing by the Maryland SDAT, as shall be agreed by MIC and MIT and specified in the Articles of Merger.

Prior to the Effective Time, the MIT declaration of trust will be amended to, among other things, provide for the authorization of the MIT Class B common shares to be issued in the Merger.

The MIT declaration of trust and bylaws, as amended prior to the Effective Time, will be the declaration of trust and bylaws of MIT, as the surviving entity resulting from the Merger, until thereafter amended in accordance with applicable law and the applicable provisions of such declaration of trust and bylaws.

Prior to the Effective Time, MIT will appoint an exchange and paying agent that is reasonably acceptable to MIC to handle the exchange of shares 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. MIT will deposit or will cause to be deposited with the exchange and paying agent an aggregate amount of (i) MIT Class B common shares equal to the number of MIT Class B common shares to be issued as Merger Consideration and (ii) cash constituting a good faith estimate of the Cash Merger Consideration, in each case, to be held in trust for the benefit of MIC stockholders.

No fractional MIT Class B common shares will be issued in connection with the exchange of shares of MIC common stock or MIC equity awards. Any holder of shares of MIC common stock otherwise entitled to receive a fractional MIT Class B common share but for this restriction shall be entitled to receive, upon surrender of shares of MIC common stock and to the extent determined by the MIC board of directors (or an authorized committee thereof), a cash payment, without interest, in lieu of any fractional share, in an amount rounded to the nearest whole cent equal to the product obtained by multiplying (i) the fractional share interest to which such holder would otherwise be entitled by (ii) the IPO Price Per Share, as defined in the Merger Agreement. No holder of shares of MIC common stock receiving a cash payment in lieu of fractional shares of MIT Class B common shares will be entitled to any dividends, voting rights or other rights in respect of any fractional MIT Class B common shares.

All payments under the Merger Agreement are subject to applicable withholding requirements. In the case of a non-cash payment, the applicable withholding party may collect the amount required to be withheld by reducing to cash (including, for the avoidance of doubt, through the redemption of MIT Class B common shares by MIT) for remittance to the appropriate governmental authority a sufficient portion of the property that the recipient would otherwise receive, if the cash portion of any such payment is not sufficient to cover the withholding liability.

At the Effective Time, MIT will acquire all of the OP Units formerly held by MIC and will be admitted as the sole general partner of the Operating Partnership pursuant to the Partnership Agreement. In connection with the Merger, the OP Units held by holders in the Operating Partnership including those acquired by MIT will be converted into Class B common units, and the number of Class B common units issued to MIT 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 OP 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 MIT’s board of trustees in certain circumstances with respect to all or any portion of the outstanding MIT Class B common shares).

At the Effective Time and in connection with the cancellation of shares of the MIC Preferred Stock, all issued and outstanding Series A Preferred Units and Series 1 Preferred Units of the Operating Partnership (as defined therein) will no longer be outstanding, will automatically be cancelled without payment of any consideration, will not be entitled to any consideration by virtue of the Merger and will cease to exist.

All other outstanding partnership interests will be unaffected by the Merger and will remain outstanding.

The Merger Agreement contains representations and warranties made by MIT and MIC to each other. These representations and warranties are subject to qualifications and limitations agreed to by MIT and MIC in connection with negotiating the terms of the Merger Agreement. Some of the significant representations and warranties of MIT and MIC contained in the Merger Agreement relate to, among other things:

Many of the representations of MIT and MIC are qualified by a “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, individually or in the aggregate, has had, or would be expected to have, a material adverse effect).

MIT and MIC agreed to prepare and cause to be filed with the SEC this proxy statement/prospectus and MIT agreed to prepare and file the Form S-4 with respect to the Merger, which includes this proxy statement/prospectus, in each case as promptly as reasonably practicable. MIT and MIC also agreed to use their reasonable best efforts to (i) have the Form S-4 declared effective under the Securities Act as promptly as practicable after filing, (ii) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act and Securities Act and (iii) keep the Form S-4 effective for so long as necessary to consummate the Merger unless the Merger Agreement is terminated.

MIC and MIT will furnish all information concerning itself, its affiliates and the holders of MIT common shares or MIC common stock or other equity interests to the other and provide such other assistance as may be reasonably requested by the other in connection with the preparation, filing and distribution of the Form S-4 and this proxy statement/prospectus, and each will promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or this proxy statement/prospectus, and will, as promptly as practicable, provide the other with copies of all correspondence, including all written comments and any oral comments received from the SEC.

Prior to filing the Form S-4 (or any amendment or supplement to the Form S-4) or mailing this proxy statement/prospectus (or any amendment or supplement to this proxy statement/prospectus) or responding to any comments from the SEC, each of MIC and MIT will cooperate and provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response). MIT will promptly advice MIC of the time of effectiveness of the Form S-4, the issuance of any stop order relating to the Form S-4 or the suspension of the registration or qualification of the MIT Class B common shares issuable in connection with the Merger for offering or sale in any jurisdiction, and MIT and MIC will use their reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated.

MIC has agreed to use its reasonable best efforts to hold the MIC special meeting as promptly as reasonably practicable. MIC has also agreed to include in this proxy statement/prospectus the recommendation of the MIC board of directors that MIC stockholders approve the Merger Proposal and to use its reasonable best efforts to obtain such approval.

Subject to the approval of the Charter Amendment Proposals by the MIC stockholders, MIC agreed to amend its charter and file the Articles of Amendment containing the Voting Limitation Charter Amendment and the Roll-Up Provisions Charter Amendment with the Maryland SDAT, immediately prior to the MIC stockholder vote on the Merger Proposal and immediately prior to the Effective Time, respectively.

The Merger Agreement contains certain other covenants and agreements, including covenants related to:

The obligation of each of MIT and MIC to consummate the Merger is subject to the satisfaction or waiver, on or prior to the Effective Time, of the following conditions:

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) by the earlier 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.

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 Merger, which costs, fees, expenses, and other expenditures include, without limitation, all legal and other advisor fees. The parties intend that the Merger Agreement (and ancillary agreements) and the subsequent Merger of MIC with and into MIT will be allocated to MIC. MIT is not required to reimburse MIC or the Operating Partnership for any of these costs and expenses

The Merger Agreement is governed by the laws of the State of Maryland (without giving effect to choice of law principles thereof).

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.

The following is a description of MIC’s business prior to the Merger and MIT’s business following the Merger. Throughout the below section unless otherwise indicated or the context otherwise requires, references to “we”, “our”, “us” or “the Company” refer to MIC 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.

MIT is a Maryland REIT focused on acquiring, owning and leasing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States. We target both parking garage and surface lot properties primarily in top 50 U.S. MSAs with proximity to key demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business districts. Following the MIT IPO and the Merger, MIT believes that it will be the only publicly-traded REIT in the United States with a focus on parking facilities.

As of June 30, 2022, we owned 45 parking facilities in 23 separate markets throughout the United States, with a total of 15,818 parking spaces and approximately 5.5 million square feet. As of June 30, 2022, we also owned approximately 0.2 million square feet of commercial space adjacent to our parking facilities.

We are led by an experienced management team with more than 75 years of combined industry experience and relationships. Our management team, including our Chief Executive Officer and our President and Chief Financial Officer, has extensive experience acquiring and operating real estate and we have a seasoned investment team that uses a defined and disciplined approach to underwriting parking facilities for potential acquisition. Our Chief Executive Officer, Manuel Chavez, has over 20 years of principal investing and operations experience, all focused in parking and industrial related real estate assets and operating companies. Collectively, Mr. Chavez’s experience spans nearly 50,000 parking stalls and over 25 million square feet of real estate across the United States. In 2017, after an 18-year career at PCA, a real estate services and parking business with more than 1,100 employees and offices in 15 markets, where he served as chief executive officer and president from 2007 to 2017, Mr. Chavez founded Bombe, where he has directed approximately $1 billion worth of transactions. Before she joined Bombe in 2020, Stephanie Hogue, our President and Chief Financial Officer, had over 15 years of relevant experience, having worked in mergers and acquisitions and debt capital markets for corporate clients in the infrastructure sector with PricewaterhouseCoopers Corporate Finance LLC in New York, São Paulo and Mumbai. Ms. Hogue has advised on more than $15 billion of transaction value to date, including two public-private partnerships that were the first in their respective asset classes.

Mr. Chavez and Ms. Hogue became part of the management team of MIC in connection with a series of transactions that occurred in 2021 pursuant to the Purchase Agreement. In connection with the Purchase Agreement, 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 contributed, proprietary technology was contributed to MIC, which provides management with real-time information on the performance of its assets. At the closing of the transactions contemplated by the Purchase Agreement, 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 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 the Common Share 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.

Neither the MIC common stock nor the MIC Preferred Stock is currently listed on a national securities exchange, therefore MIC stockholders have substantially less access to liquidity for their interest in MIC than would be available from ownership in a publicly-traded company. MIC’s charter did not, and does not currently, require the members of the MIC board of directors to pursue a liquidity event. However, beginning in mid-2019, MIC engaged financial and legal advisors and began to explore a broad range of potential strategic alternatives in order to provide liquidity to MIC stockholders, including a potential sale of assets, a potential sale of MIC or a portion thereof, a potential strategic business combination or a potential liquidation. In connection with this search, MIC approached more than 100 potential investors or buyers, received proposals from more than a dozen potential investors or

buyers and engaged in substantive negotiations with four other interested parties before entering into the Purchase Agreement.

On August 19, 2020, MIC formed the Special Committee to conduct a review of the transactions contemplated by the Purchase Agreement. The Special Committee engaged legal and financial advisors. The Former Advisor was represented by separate counsel.

As a condition to the closing of the transactions contemplated by the Purchase Agreement, on November 20, 2020, MIC entered into a term sheet regarding an agreement in principle for resolution of pending putative class action litigation in which MIC was a defendant, which was settled on November 5, 2021.

Prior to August 25, 2021, the Purchase Agreement and the transactions contemplated by the Purchase Agreement were approved unanimously by the Special Committee and the MIC board of directors with Mr. Shustek recusing himself from such vote.

Mr. Chavez became the chief executive officer of MIC and Ms. Hogue became the president of MIC, effective as of August 25, 2021, the closing date of the transactions contemplated by the Purchase Agreement. In addition, Ms. Hogue has served as MIC’s secretary since October 2021, interim chief financial officer since November 2021 and chief financial officer since August 2022. Mr. Chavez is a manager and the chief executive officer of Color Up and Ms. Hogue is a manager and the president of Color Up. In connection with the closing of the transactions contemplated by the Purchase Agreement, Messrs. Dawson, Aalberts and Shustek resigned from their positions as directors of MIC and the Color Up Designated Directors and Danica Holley were elected to the MIC board of directors. For more information regarding the Purchase Agreement and the related transactions contemplated thereby, see “Certain Relationships and Related Person Transactions—Relationship with Color Up, Bombe and Affiliates Thereof.”

Bombe is currently, and will continue to be until the closing of the MIT IPO, MIT’s only shareholder. As of the date of this proxy statement/prospectus, MIT had 1,000 common shares outstanding, all of which are beneficially owned by Mr. Chavez and Ms. Hogue through Bombe. Bombe does not directly own any shares of MIC common stock, but is a member of Color Up. As a result of the transactions contemplated by the Purchase Agreement, as of the date of this proxy statement/prospectus, Mr. Chavez and Ms. Hogue, who are managers of Color Up, and Mr. Osher, who is a member of the MIC board of directors and will be one of MIT’s independent trustees following the MIT IPO and the Merger and is the third manager of Color Up, beneficially owned through Color Up, 2,624,831 shares of MIC common stock, or 33.8% of the outstanding shares of MIC common stock as of such date, warrants to purchase 1,702,128 shares of MIC common stock and 7,495,090 OP Units, or approximately 44.2% of the outstanding OP Units as of such date. Mr. Osher, as a control person of HS3, beneficially owned through HS3, an additional 1,702,128 OP Units, or approximately 10.0% of the outstanding OP Units as of such date, and 425,532 Class A Units.

As of June 30, 2022, 30 of our leases, or 66.7% of our leases, with our tenants are governed under a modified net lease structure typically consisting of a base rent component plus percentage rent above a negotiated threshold, as further described below, which we refer to as the New Lease Structure. We believe that the New Lease Structure will result in an increase in our same property rental revenue compared to the prior leases. As of June 30, 2022, our annualized same property rental revenue (based on annualized contractual rents as of June 30, 2022) was approximately $26.3 million as compared to rental revenue of approximately $18.6 million for the twelve months ended December 31, 2021, excluding commercial revenue and tenant reimbursements, and weighted average annualized same property RevPAS (based on annualized contractual rents as of June 30, 2022) as of June 30, 2022 was $1,662 as compared to $1,216 for the twelve months ended December 31, 2021.

We believe we operate in a highly fragmented industry across the United States where we believe most owners are local owner-operators owning one to five properties in a specific market. According to the “Parking Lots & Garages in the U.S.” industry report prepared by IBISWorld Inc., or IBIS, in November 2021, or the IBIS Report, of the approximately 17,000 parking structures in the United States, four single operators are expected to account for 37.6% of industry revenue in 2021, with the remaining 62.4% of industry revenue expected to come from other minor players, including sole proprietors, which typically own and manage as few as one facility. Because of our management team’s significant experience in the parking industry across the United States, we are able to leverage our network of industry connections to access off-market asset acquisition opportunities before those properties are marketed for sale. As such, we have identified a pipeline of acquisition opportunities that we believe is bespoke and

actionable, while being largely off-market and unavailable to our competitors. As of , 2022, we have identified and are evaluating a total of parking facilities with more than $ million in asset value as potential acquisition targets, and we are negotiating or have entered into LOIs, with respect to of these facilities for an aggregate purchase price of approximately $ million. Purchase prices for these properties are estimated based on preliminary discussions with sellers or our internal assessment of the values of such properties. We are in varying stages of negotiation and have not completed our due diligence process with the sellers of these properties. As a result, there can be no assurance that we will enter into definitive documentation for these potential acquisitions or, even if we do, that any or all of them will be completed on the terms described above or at all.

Given our investment strategy, coupled with the experience of our management team, we believe that we are well positioned to significantly grow our portfolio and achieve attractive risk-adjusted returns for our shareholders.

The parking industry is comprised of property owners and operators who provide off-street, paid parking and valet services on an hourly, daily or monthly basis. Parking facilities are typically built in proximity to and serve commercial operations, transit hubs, hospitality, civic, medical and entertainment venues. Parking garage operations are typically run by local, regional or national parking operators subject to lease or management agreements. In addition to space for parking, many parking facilities offer consumers additional services such as cleaning, basic repairs and valet, typically for an additional charge.

Parking facilities are one of the most dominant physical features of U.S. cities with surface lots alone covering more than five percent (5.0%) of urban land in the Upper Great Lakes Region, according to Shoup, Donald. Parking and the City. Routledge, 2018. According to the “Economic Contributions of the US Parking Industry” report prepared for the National Parking Association, or NPA, by Ernst & Young LLP, in July 2020, or the NPA Economic Report, there were over 1 billion parking spaces in the United States in 2018, or about four parking spaces for every vehicle, and the parking industry generated over $131 billion of revenue, with the industry supporting $262.0 billion of total gross economic output. The parking industry supported $176.0 billion of value added nationwide, equivalent to 1.0% of the U.S. gross domestic product, or GDP, and employed approximately 580,000 employees in 2018, accounting for approximately $69.0 billion in total wages and income. The parking industry contributed approximately $19.0 billion in state and local taxes and approximately $7.8 billion in property taxes in 2018, according to the NPA. The parking industry’s revenue sources stem from a variety of demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business districts. According to the IBIS Report, in 2021, 55.6% of parking industry revenue was expected to be derived from businesses, including hospitals, hotels, restaurants, sports and entertainment venues, 17.2% from airports and airlines, 14.7% from manufacturing and 12.5% from educational facilities.

The following chart sets forth the number of registered motor vehicles in the United States from 2010 through 2020:

Source: U.S. Department of Transportation. Includes private and commercial automobiles, buses, trucks and motorcycles.

According to the “Road to Recovery Index for Parking” report prepared for the NPA by Ernst & Young LLP in September 2021, or the September 2021 NPA Report, many cities rely on parking and transportation-related taxes (such as ridesharing and vehicle fuel taxes) to fund government services, making parking an essential part of a city’s budget. As such, many cities have ordinances that prevent parking garages from being converted to an alternative use. These restrictions do not apply to surface parking lots, which often have redevelopment or reuse strategies associated with them. In addition, many cities do not require newly constructed office or residential towers to offer parking within the same structure. As such, we view the market as one which will become supply compressed over time, with similar or increasing demand. This will allow us to adjust rates accordingly, which should see support from cities, as they continue to rely on the income from parking structures.

Parking facilities possess several attractive characteristics that are not found in most commercial real estate investments, including:

The following chart sets forth the costs of recurring capital expenditure requirements as a percentage of NOI for us and five other industries we believe are comparable to the parking industry:

In addition, we believe there are high barriers to entry for parking facility ownership. In addition to the costs to acquire or construct new parking facilities, which, according to WGI, Inc. is currently estimated to be approximately $25,700 per parking space (excluding the cost of land). This rate varies by state, but has generally seen constant, and at times, significant, yearly increases. Parking facilities are subject to numerous zoning restrictions and approval processes that may make it difficult for new owners and operators to enter the market. In particular, the scarcity of available land and new construction in central business districts and elsewhere present limited alternatives for those who desire to enter the parking facility industry.

Over the five years prior to the COVID-19 pandemic, the parking industry benefited from favorable economic conditions that drove demand for parking. Improving unemployment rates and increased airline, hotel and central commercial district activity all contributed to increased parking space utilization. However, the COVID-19 pandemic significantly impacted the parking industry. According to the “Road to Recovery Index for Parking, Vol. 2” report prepared for the NPA, by Ernst & Young LLP, in March 2022, or the March 2022 NPA Report, a survey of parking operators found that parking industry revenue fell by 50.0% in calendar year 2020 compared to 2019. However, the parking industry showed signs of recovery in the second half of 2020 and in 2021 as in-person work, travel and event attendance increased from pandemic lows. Based on the same survey, parking industry revenue in 2021 was expected to have recovered to only 75.0% of its pre-COVID-19 pandemic levels by the end of 2021 and parking revenue increased 47.0% in the last six months of 2021. According to survey respondents, Miami, Chicago and San Francisco had the largest gains in parking revenue, while metropolitan areas lagging in this parking revenue recovery included Los Angeles and New York City. It remains to be established whether domestic migration spurred on by the COVID-19 pandemic will remain or if a correction will occur. Through the increase of service rates, lowered costs, the expansion of offerings (such as electric vehicle charging and emergency repairs) and greater adoption of data analytics to make operations more efficient, parking industry profit was expected to grow from 8.0% of parking industry revenue in 2016 to 9.6% of parking industry revenue in 2021, according to the IBIS Report.

As the key drivers of parking demand continue to improve, there is significant potential for growth embedded in the COVID-19 pandemic recovery within the parking industry, presenting near-term growth potential that has largely already transpired in most other real estate asset classes. Further, commuter preferences have evolved as a result of the COVID-19 pandemic with interest in driving higher and interest in transit lower on average in July and August 2021 compared to January 2020 in many U.S. metropolitan areas, according to an analysis by Ernst & Young LLP of Apple Mobility contained in the September 2021 NPA Report. The result is more people driving, with vehicle miles traveled surpassing January 2020 levels in the first half of 2021.

The following chart sets forth consumer activities recovery in the fourth quarter of 2020 as compared to the fourth quarter of 2021:

Source: Ernst & Young LLP analysis of data from Apple Mobility, OpenTable, TSA, Bureau of Labor Statistics data and STR hospitality data.

The following chart sets forth the percent change in U.S. passenger travel from 2019 through December 2021 by mode of travel:

According to Uber, in 2019, the cost per mile for consumers to own, operate and drive their own private vehicles and use parking facilities is approximately $0.50 per consumer, as compared to a cost per mile of approximately $2.00 - $8.00 per consumer for ridesharing services. In addition, Uber noted that weekly trip volume for private vehicles is 250 times higher than popular ridesharing services. Uber estimated a weekly trip volume of approximately 26.2 million for its ridesharing service, compared to approximately 6.6 billion for private vehicles in 2019. In 2019, Uber’s U.S. rideshare penetration was approximately 3.9%.

The following chart sets forth the number of rideshare users in the United States from 2017 through 2021:

Vehicle miles traveled by consumers tend to be fairly stable over time – even during periods of U.S. economic recession. For example, the financial crisis of 2008-2009 minimally impacted vehicle miles traveled.

The following chart sets forth the historical vehicle miles traveled from January 1998 through June 2022:

Source: U.S. Federal Highway Administration, Vehicle Miles Traveled, retrieved from FRED, Federal Reserve Bank of St. Louis.

The following chart sets forth vehicle miles traveled by U.S. customers from January 2020 through June 2021:

In addition to elevated driving activity, travel and leisure sectors have seen increased volume as restrictions from the COVID-19 pandemic continue to lift. According to the U.S. Transportation Security Administration, for August 2021, U.S. consumers were resuming air travel at 97.0% of pre-COVID-19 pandemic levels. Office utilization has continued to increase with the percentage of U.S. workers working remotely down from 35.0% in May 2020 to 13.0% in July 2021, according to the September 2021 NPA Report. This is still significantly above pre-COVID-19 remote work levels, likely providing further upside potential for parking industry demand as office activity continues to stabilize.

We believe the parking industry is highly fragmented, consisting of many small, private parking facility owners that own and operate a single or very few properties on a local basis and a small number of large owners operating on a national scale. Based on our management team’s experience, we believe that a majority of parking facility owners have a single property. Given the ongoing recovery from the impact of the COVID-19 pandemic, we believe many smaller scale owners lack the financial wherewithal to endure prolonged financial disruption. While some of the real estate markets have begun to recover from this disruption, the effects of the disruption continue to persist in other markets. The adverse developments in these real estate markets have created unique opportunities for investors willing to undertake the risk of acquiring properties.

Increased adoption of data analytics and technology within parking facilities will lead to greater operational efficiencies and the ability for well-invested facilities to differentiate themselves from competition within that specific market. Currently, less than 1% of the 250 million vehicles on the road in the U.S. are electric, according to Cage, Feilding, “The Long Road to Electric Cars”, Reuters, February 7, 2022, or the Reuters Article. The Reuters Articles indicates that approximately 45.0% of new car sales could be electric by 2035 according to parking industry analyst IHS Markit, leading to about half of cars on the road being electric by 2050. Addressing the resulting demand for electric vehicle charging stations in parking facilities is one way in which owners with scale and resources can improve their assets and add value through the acquisition of less invested properties.

We intend to continue to consolidate the industry through acquisitions, partnering with both owners and tenant operators, to create a meaningful pipeline and scale.

Our investment strategy has historically focused primarily on acquiring, owning and leasing parking facilities, 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. Such targeted investments include, but are not limited to, parking facilities near one or more of the following key demand drivers:

We generally target parking facilities that are near multiple key demand drivers so as not to be solely reliant on a single source of income. Parking garages in downtown cores constitute a large portion of our parking facilities as they serve multiple key demand drivers.

As a result of the COVID-19 pandemic, such key demand drivers have been and are expected to be diminished for an indeterminate period of time with an uneven return to downtown cores across our properties. Many state and local governments have restricted public gatherings, which has in some cases eliminated or severely reduced the demand for parking.

We work closely with our current tenants to understand the return of each individual market, both as we consider the key demand drivers of our current assets, as well as new assets that we may consider acquiring as part of our investment strategy. Our deep relationships with key tenants help facilitate collaboration with respect to our portfolio.

We are focused on acquiring properties that are expected to generate positive cash flow, located in populated MSAs and expected to produce income within 12 months of the properties’ acquisition. We intend to acquire under-managed parking facilities and collaborate with our tenants to implement a tailored, value-add approach that includes fostering the implementation of identified value levers and mitigating risk exposure, while fostering local business relationships to derive market knowledge and connectivity.

In the event of a future acquisition of properties, we would expect the foregoing criteria to serve as guidelines; however, management and our board of trustees may vary from these guidelines to acquire properties which they believe represent value or growth opportunities.

Moreover, we believe the REIT industry is evolving, with more REITs moving towards specializing in particular types of properties or property locations rather than building a diversified portfolio of a variety of property types and locations. As a result, we believe that focusing our portfolio on parking facilities enhances shareholder value through specialization that distinguishes us from other REITs in the marketplace.

Our investments are subject to various federal, state, local and foreign laws, ordinances and regulations, including, among other things, zoning regulations, land use controls, environmental controls relating to air and water quality, noise pollution and indirect environmental impacts such as increased motor vehicle activity. We have obtained or intend to obtain all permits and approvals necessary under current law to operate our investments.

We cannot assure you that we will attain our investment objectives or that the value of our assets will not decrease. Our board of trustees reviews our investment policies at least annually to determine whether our investment policies continue to be in the best interests of our shareholders.

As of June 30, 2022, we owned 45 parking facilities in 23 separate markets throughout the United States with a total of 15,818 parking spaces and approximately 5.5 million square feet, including 26 parking lots and 19 parking garages. As of June 30, 2022, we also owned approximately 0.2 million square feet of commercial space adjacent to our parking facilities. As of June 30, 2022, our properties were 100% leased to 14 tenants. As of June 30, 2022, the aggregate gross book value of our properties was approximately $449.1 million.

We believe that parking demand is heavily influenced by the key demand drivers surrounding a parking facility and stable performance is driven by diversification of those key demand drivers. In theory, a perfectly diversified parking facility can be 100% occupied during the day and at night, being used by various key demand drivers throughout the day, week, and year, pushing the utilization of the parking facility well over 100%.

Our parking facilities consist of parking garages and surface lots. We currently do not own on-street parking. Parking garages are multi-level structures. We have both self-park and valet-assisted garages in our portfolio. Because valet-assisted garages require certain human capital, parking rates and multi-use optimization is paramount to realizing parking garage performance for these garages. While more cars can be parked in parking garages daily, they also have greater capital requirements than surface lots. Fewer cars can be parked in surface lots daily. Daily average parking rates may be lower but often experience the highest rates in particular markets for sporting and other events. Surface lots not only have low on-going capital requirements, but they also have the distinct benefit of a change in use in their value, as surface lots can easily be converted into residential or commercial multi-story use. As a result, surface lots very rarely become available for sale in large cities, as they are prime assets over the longer-term.

The following table sets forth the property name, location, property type and other information with respect to the properties that we owned as of June 30, 2022:

The following map shows the location of our properties as of June 30, 2022 (based on rental revenue):

As of June 30, 2022, 15.6% of our parking facilities were located in the top 15 U.S. MSAs and 84.4% were located in the top 50 U.S. MSAs (based on the number of parking facilities we owned as of that date). As of June 30, 2022, we had regional concentrations (based on the number of parking facilities we owned as of that date) as follows: Midwest (56.0%), Southwest (18.0%), Southeast (13.0%), Rocky Mountain Region (7.0%), Northeast (4.0%) and Pacific (2.0%). In addition, as of June 30, 2022, we had significant local concentrations (based on the gross book value of the parking facilities we owned as of that date) in Chicago (8.8%), Cincinnati (19.1%), Detroit (12.7%) and Houston (7.8%).

As of June 30, 2022, the weighted average remaining lease term for our properties was 4.3 years (based on annualized rental revenue). The following table sets forth the lease expiration schedule for our properties as of June 30, 2022:

On June 7, 2022, MIC acquired the Bricktown Parking Garage, or the Bricktown Garage, a parking facility in Oklahoma City, Oklahoma with a total of 555 parking spaces and approximately 0.2 million square feet, for approximately $17.3 million, excluding closing costs. MIC entered into a lease agreement, effective as of June 7, 2022, with SP Plus Corporation, a Nasdaq listed company with a $714.6 million market capitalization and $43.7 million in total gross profits for the three months ended June 30, 2022, or SP+, for the Bricktown Garage, consistent with the terms of MIC’s other leases under the New Lease Structure.

On July 18, 2022, affiliates of MacKenzie Capital Management, LP, or the Bidder, launched an unsolicited “mini-tender” offer for up to 103,500 shares of MIC common stock, which represents approximately 1.33% of the outstanding shares of MIC common stock, and up to 1,070 shares of the MIC Preferred Stock, which represents 2.51% of the outstanding shares of the MIC Preferred Stock combined, each as of July 18, 2022. Also on July 18, 2022, MIC circulated a letter to its stockholders setting forth the reasons for the recommendation by the MIC board of directors that MIC’s stockholders reject the unsolicited “mini-tender” offer. On July 29, 2022, the Bidder announced the extension of the offering expiration date of the “mini-tender” offer from August 30, 2022 to September 9, 2022. The MIC board of directors does not endorse the Bidder’s unsolicited mini-tender offer and recommends that stockholders do not tender their shares to the Bidder. Stockholders of MIC who have already tendered their shares may withdraw them at any time prior to 11:59 p.m., Pacific Time, on September 9, 2022, in accordance with the Bidder’s offering documents.

Many of our leases are modified net leases, pursuant to which our tenants pay fixed annual rent on a monthly basis, and also pay or reimburse us for all, or substantially all, property level operating and maintenance expenses, such as, insurance (excluding insurance covering the parking facility), utilities and repairs, including any increases with respect thereto. Many of our leases require our tenants to perform periodic line striping, routine janitorial cleaning (including annual pressure washing but excluding power sweeping), touch-up painting and elevator maintenance and repair (often subject to an agreed-upon cap) at our tenants’ sole cost and expense.

Many of our leases require us to provide for capital expenditures, structural repairs, replacements of systems, fixtures, or equipment (including, without limitation, HVAC, fire protection, alarm, utility, plumbing, sewage, drainage, security, lighting and traffic control systems), expansion joints, overhead garage doors, light ballasts,

paving, fencing, parking booths, landscaping, windows and doors, plate glass, stairwells, driveways, sidewalks and curbs, sealing and waterproofing, at our sole cost and expense. We are also responsible for all alterations or improvements to the parking facilities required by statutes, regulations or governmental requirements pertaining to air quality, environmental protection or persons with disabilities, including, without limitation, the Americans with Disabilities Act. Because we believe our parking facilities have been well maintained, we do not believe these expenses will be material to us during the remaining lease terms.

In addition, some of our leases are triple net leases, pursuant to which our tenants pay fixed annual rent on a monthly, basis, and also pay us for all, or substantially all, property level and maintenance expenses described above, real estate taxes and property insurance.

The term of our leases are typically for a period of five years, after which our leases auto-renew month-to-month. Tenants at 44 of 45 of our parking facilities pay us percentage rent, with an average percentage rent of 80% across our portfolio.

New Lease Structure. As of June 30, 2022, 30 of our leases, or 66.7% of our leases, with our tenants provide for a modified net lease structure typically consisting of a base rent component plus percentage rent above a negotiated threshold, as further described below. Pursuant to the New Lease Structure, tenants pay us base rent (typically $500 to $1,000 per month) and percentage rent in an amount equal to a designated percentage typically ninety percent (90.0%), of the amount by which gross revenues at the property during any lease year exceed a negotiated base amount; tenants are also financially responsible for all, or substantially all, property-level operating and maintenance expenses, subject to certain exceptions. Percentage rent is based on the amount by which gross revenues of the parking facility exceeds a base amount, which allows the tenant to off-set some of its property-level operational expenses. In certain of our leases under the New Lease Structure, the base amount included in the calculation of percentage rent is subject to an annual increase at the beginning of each lease year by the lesser of (a) two and one-half percent (2.5%), and (b) the CPI Increase, which is the percentage by which the U.S. Consumer Price Index for All Urban Consumers for the preceding month exceeds the index for the same month in the prior year. The remaining leases under the New Lease Structure do not contain an annual increase in the base amount. We negotiate base rent, percentage rent and the base amount used in the calculation of percentage rent with the applicable tenant based on economic factors applicable to the particular parking facility and geographic market. In general, we expect that the rent we receive from our tenants will constitute the majority of the gross receipts generated at such parking facility above the applicable negotiated threshold.

We expect to evaluate whether to convert our remaining 15 leases to the New Lease Structure as the remaining leases mature and are renegotiated with tenants.

We may also seek to invest in properties other than parking facilities and enter into various leases for these properties. The terms and conditions of any lease we enter into with our tenants may vary substantially. However, we expect that our leases will be of the type customarily used between landlords and tenants for such properties in the geographic area where the property is located.

We may also derive revenue from other sources, including from the leasing of billboard space on certain of our properties.

We believe the following competitive strengths distinguish us and allow us to successfully compete with many of our competitors for the following reasons:

Scaled Portfolio of High-Quality, Well-Located Parking Facilities. As of June 30, 2022, MIC owned 45 parking facilities in 23 separate markets throughout the United States with a total of 15,818 parking spaces and approximately 5.5 million square feet. As of June 30, 2022, MIC also owned approximately 0.2 million square feet of commercial space adjacent to its parking facilities. The majority of MIC’s parking facilities are concentrated in the top 50 U.S. MSAs and have proximity to MIC’s key demand drivers. The average population of U.S. MSAs is approximately 2.8 million.

The following table sets forth the proximity of MIC’s parking facilities to MIC’s key demand drivers as of June 30, 2022:

As of June 30, 2022, we had 14 tenants. One of our tenants, SP+, leased properties that contributed approximately 59.4% of our parking rental revenues for the three months ended June 30, 2022. SP+’s filings with the SEC, including their financial statements, are available on its website through its Investor Relations page at www.spplus.com. Our parking facilities are used for multiple purposes, typically categorized as monthly (37.0%), transient (41.0%), other parking revenue (8.0%), hotels (7.0%) and events (7.0%).

The following charts set forth the breakdown of our revenues by source for the six months ended June 30, 2022 (based on annualized percentage rent):

Technology-Driven Approach to Collaboration with Tenant Operators. We own and use two proprietary software systems which enable us to collaborate with our tenants and maximize revenues and profitability at our parking facilities:

Favorable Lease Structure with Recurring Base Rent and Upside Potential. Pursuant to the New Lease Structure, tenants pay us base rent (typically $500 to $1,000 per month) and percentage rent in an amount equal to a designated percentage, typically ninety percent (90.0%), of the amount by which gross revenues at the property during any lease year exceed a negotiated base amount; tenants are also financially responsible for all, or substantially all, property-level operating and maintenance expenses, subject to certain exceptions. Percentage rent is based on the amount by which gross revenues of the parking facility exceeds a base amount. In certain of our leases under the New Lease Structure, the base amount included in the calculation of percentage rent is subject to an annual increase at the beginning of each lease year by the lesser of (a) two and one-half percent (2.5%), and (b) the CPI Increase, which is the percentage by which the U.S. Consumer Price Index for All Urban Consumers for the preceding month exceeds the index for the same month in the prior year. The remaining leases under the New Lease Structure do not contain an annual increase in the base amount. We negotiate base rent, percentage rent and the base amount used in the calculation of percentage rent with the applicable tenant based on economic factors applicable to the particular parking facility and geographic market. In general, we expect that the rent we receive from our tenants will constitute the majority of the gross receipts generated at such parking facility above the applicable negotiated threshold. We believe the New Lease Structure creates incentives for both us and our tenants in challenging operating environments, aligns our interests with those of our tenants and will increase our RevPAS and CAD in the long term.

Actively Managed Balance Sheet to Maximize Capital Efficiency. We expect to maintain a leverage profile which may allow us to access reasonably priced capital throughout business cycles. Upon the completion of the MIT IPO and the Merger, we expect to have approximately $ million of total debt and a net debt to Adjusted

EBITDA ratio of approximately . In addition, as of June 30, 2022, we had no material debt maturities before 2024. We are committed to achieving and subsequently maintaining a conservative long-term net debt to Adjusted EBITDA ratio target of . Based on expected net debt of approximately $ million upon completion of the MIT IPO and the Merger, we believe we will have ample capital structure flexibility to pursue acquisition opportunities that meet our underwriting standards.

Experienced Management Team with More than 75 Years of Combined Industry Experience and Relationships. Our management team, including Manuel Chavez, our Chief Executive Officer, and Stephanie Hogue, our President and Chief Financial Officer, has extensive experience acquiring and operating real estate, and we have a seasoned investment team that uses a defined and disciplined approach to underwriting parking facilities for potential acquisition. Our team includes:

teams to build and maintain a range of products. Mr. Tracy has a B.S. in Computer Science from The Pennsylvania State University.

Of the assets contributed by Bombe, we and our management team have exceeded 100.0% of our monthly property-level revenue thresholds since 2018. We believe our management team’s contacts and expertise in the parking industry will allow us to identify both off-market and brokered acquisition opportunities. Because of the experience, contacts and depth of our management team, we believe we will be able to acquire parking facilities throughout the United States and successfully compete with our competitors.

We intend to grow our portfolio by generating organic growth in our existing properties through collaboration with tenant operators and by investing in well located parking facilities that benefit from proximity to multiple key demand drivers where we can implement a value-add strategy. We believe we operate in a highly fragmented industry in which a majority of owners have a single property providing a unique opportunity to serve as a consolidation entity within our industry. We believe that by implementing our strategy, we will achieve our objective of maximizing shareholder value and generating attractive risk-adjusted returns.

Attractive Internal Growth Potential. As discussed above, we believe that the New Lease Structure will result in an increase in our same property rental revenue compared to the prior leases entered into with these tenants. As of June 30, 2022, our annualized same property rental revenue (based on annualized contractual rents as of June 30, 2022) was $26.3 million as compared to rental revenue of approximately $18.6 million for the twelve months ended December 31, 2021, excluding commercial revenue and tenant reimbursements, and weighted average annualized same property RevPAS (based on annualized contractual rents as of June 30, 2022) as of June 30, 2022 was $1,662 as compared to $1,216 for the twelve months ended December 31, 2021. We believe the New Lease Structure creates incentives for both us and our tenants in challenging operating environments and aligns our interests with those of our tenants. We believe the New Lease Structure is sustainable for all parties and will increase RevPAS and CAD in the long term. We expect to evaluate whether to convert our remaining 15 leases to the New Lease Structure as the remaining leases mature and are renegotiated with tenants. As of , 2022, our weighted average RevPAS per month was $ , which is a % increase over the prior month.

In addition to the increase in parking rental income which may result from the New Lease Structure, some of our parking facilities have commercial spaces that are used for purposes other than parking. We are working with brokers to maximize revenues from these spaces. We do not currently expect this to become a major source of revenue in the foreseeable future; however, we may undertake such activities on a selective basis.

Growth from Collaboration with Our Tenant Operators. We intend to grow our portfolio by generating organic growth in our existing properties through collaboration with tenant operators and by investing in well located parking facilities that benefit from proximity to multiple key demand drivers where we can implement a value-add strategy. Industry information related to parking facilities is typically owned by large parking operators, who collect data through a variety of methods for each parking facility. Such data, regarding types of users, average length of stay, average parking rate, and new or cancelled monthly contracts, is provided to owners approximately 30 to 45 days after the end of a month. By using our two proprietary software systems we are able to understand real-time what is occurring at the property level. We can also monitor usage to assess trends at parking facilities and collaborate with our tenants. As we are able to analyze data in the current month, rather than waiting four to six weeks for that data, we are able to identify opportunities to maximize revenues and profitability at our parking facilities.

As part of our collaboration with our tenant operators, in April 2022, we entered into an agreement with Future Energy Solutions, a global green technology company that provides funded and capital purchase lighting solutions

for large scale commercial and industrial businesses, in order to upgrade, retrofit and brighten our portfolio of parking facilities.

Our Management Team’s Ability to Increase NOI Through Implementation of Successful Parking Programs

The following is an example of how our existing management team has collaborated with tenant operators to implement successful parking programs to generate organic growth in NOI at one of our existing parking facilities. We believe the following acquisition is illustrative of our investment process and growth from the collaboration with our tenant operators described above; however, this is a property-specific experience at one of our existing parking facilities, and our other existing properties, or any additional parking facilities we may acquire in the future, may not experience the same or similar results. Accordingly, the information presented in the case study below should not be considered as indicative of our possible future results and you should not rely on this information as an indication of our future performance.

In February 2020, Bombe acquired the parking facility located at 322 East Illinois Street in Chicago, Illinois, or the 322 Streeter Garage, with a total of 1,154 parking spaces and approximately 0.5 million square feet, for an aggregate purchase price of approximately $31.4 million, net of a $1.6 million tax proration credit. At the time Bombe acquired the 322 Streeter Garage, the parking facility’s NOI was approximately $1.8 million, which represented NOI for the year ended December 31, 2019. At the time of acquisition, management sought to specifically improve the operations at the 322 Streeter Garage, including its NOI. Bombe entered into a management agreement with SP+, now the current tenant operator, in February 2020. Bombe contributed the 322 Streeter Garage to MIC in the transactions contemplated by the Purchase Agreement. The management agreement was subsequently terminated on December 31, 2021 and the 322 Streeter Garage was converted to the New Lease Structure on January 1, 2022.

Strategic asset management initiatives were implemented at the 322 Streeter Garage by focusing on the parking facility’s proximity to its main key demand drivers – events, venues and hospitality. The 322 Streeter Garage is located less than 500 feet from the Embassy Suites by Hilton Chicago Downtown Magnificent Mile and approximately 0.1 miles from the Loews Chicago Hotel, and our management team began collaborating with SP+ to create and maintain strong parking rates for visitors to these hotels. The tenant operator has set $45 and $35 overnight parking rates at these two hotels, respectively.

In addition, the 322 Streeter Garage has availed itself of one of these hotels’ loss of valet parking, which has created additional self-parking hotel customers, who pay a higher parking fee that is not shared with a valet company. Digital signage within the parking facility, which also provides information on dynamic pricing, was added to the 322 Streeter Garage, as well. The tenant operator has sustained approximately 100% contract pass retention such that, even with increasing rates, SP+ must turn away customers.

Since February 2020, management has committed approximately $186,100 to certain capital improvement initiatives at the 322 Streeter Garage. In 2021, management installed cradle grates to prevent additional revenue slippage, at a cost of approximately $6,100. In 2022, management began a larger capital improvement project at the parking facility, which included upgrading its License Plate Recognition (LPR) camera system to increase customer safety and reduce revenue slippage, as well as the installation of sally gates, digital signage and non-reversing one-way lane spikes, at a cost of approximately $180,000. This project is expected to be completed in September 2022.

As a result of the implementation of these successful parking programs and the focus on certain capital improvements, our management team was able to effectively increase the NOI at the 322 Streeter Garage from approximately $1.8 million in 2020 to $3.2 million in 2022, which represents NOI for the period from April 2022 through June 2022 on an annualized basis. This approximately $1.4 million increase in NOI at the 322 Streeter Garage represents a compound annual growth rate, or CAGR, of approximately 27.5%.

The tenant operator continues to implement the initiatives begun by the collaboration with our management team; and additional initiatives relating to pricing strategy in relation to competitors, planning around upcoming events, and other business development outreach efforts are in discussion in order to continue to generate organic growth in NOI at the 322 Streeter Garage. As a result of these discussions, SP+ intends to add six electric vehicle chargers at the 322 Streeter Garage by the end of July 2022.

Growth from Recovery from the COVID-19 Pandemic. We expect further increases in our parking rental income if and when the parking industry fully recovers from the COVID-19 pandemic. While, according to the March 2022 NPA Report, consumer parking has not recovered to pre-COVID-19 pandemic levels, some of our parking facilities are performing at or above pre-COVID-19 pandemic levels, such as parking facilities located at or near hotels, sports and entertainment venues and airports. Additionally, in many markets, according to the September 2021 NPA Report, more consumers were driving on average in July and August 2021 compared to January 2020, rather than taking public transportation, which we believe will lead to improved utilization of our parking facilities.

External Growth Through Acquisitions. Our external growth strategy is to acquire additional parking facilities that we believe will produce rental revenues in excess of our cost of capital used to acquire the parking facilities. We intend to grow our business by investing primarily in parking facilities in core, urban high-barrier markets with proximity to certain key demand drivers and with high replacement costs.

According to the NPA Economic Report, there were over 1 billion parking spaces in the United States in 2018, or about four parking spaces for every vehicle, and the parking industry generated over $131 billion of revenue, with the industry supporting $262.0 billion of total gross economic output. The parking industry supported $176.0 billion of value added nationwide, equivalent to 1.0% of U.S. GDP, and employed approximately 580,000 employees in 2018. We believe the parking industry is highly fragmented, consisting of many small, private parking facility owners that own and operate a single or very few properties on a local basis and a small number of large owners operating on a national scale. Based on our management’s experience, we believe a majority of parking facility owners have a single property. Given the ongoing recovery from the impact of the COVID-19 pandemic, we believe many smaller scale owners lack the financial wherewithal to endure prolonged financial disruption. While some of the real estate markets have begun to recover from this disruption, the effects of the disruption continue to persist in other markets. The adverse developments in these real estate markets have created unique opportunities for investors willing to undertake the risk of acquiring properties.

Because of our management team’s long experience in the parking industry, we often receive pre-market calls for parking facilities that are not yet being marketed for sale, as well as pre-marketing notices for parking facilities. As such, we have a pipeline of acquisitions that we believe is both bespoke and actionable, that we believe are off-market and largely unavailable to our competitors. We intend to continue to consolidate the industry through acquisitions, partnering with both owners and tenant operators, to create a meaningful pipeline and scale.

We are focused on acquiring well-maintained parking facilities from regional owners who have a strong knowledge of the MSA. We do not intend to participate in auctions or otherwise acquire broadly-marketed parking facilities, although we may acquire facilities through these channels from time to time. As of , 2022, we have identified and are evaluating a total of parking facilities with more than $ million in asset value as potential acquisition targets, and we are negotiating or have entered into LOIs with respect to of these facilities for an aggregate purchase price of approximately $ million.

We believe that the current market disruption resulting from the COVID-19 pandemic presents a unique opportunity to acquire parking facilities at attractive pricing.

Other Potential Growth Strategies. While our focus is to drive internal growth through collaboration with tenant operators and to pursue acquisitions, there are a number of other potential growth strategies that we may pursue in the future. These opportunities may be selectively implemented on an asset-by-asset basis, or across our entire portfolio.

One tenant, SP+, leased properties that contributed approximately 59.4% of our parking rental revenue for the three months ended June 30, 2022. SP+ is one of the largest providers of parking management in the United States.

SP+ facilitates the efficient movement of people, vehicles and personal belongings with the goal of enhancing the consumer experience while improving bottom line results for its clients. SP+ provides technology-driven mobility solutions, professional parking management, ground transportation, remote baggage check-in and handling, facility maintenance, security, and event logistics to aviation, commercial, hospitality, healthcare and government clients across North America. SP+ typically enters into contractual relationships with property owners or managers as opposed to owning parking facilities. As of June 30, 2022, SP+ managed approximately 3,000 locations in North America. SP+’s filings with the SEC, including their financial statements, are available on its website through its Investor Relations page at www.spplus.com.

SP+, together with our next top four tenants, leased properties that contributed approximately 92.8% of our rental revenue for the six months ended June 30, 2022. These four tenants are Premier Parking (13.3%), Park Place Parking (8.9%), Interstate Parking (7.4%) and Denison Parking (3.9%).

Despite this level of concentration, we are not dependent on any one tenant and expect that in the event that any of these tenants terminates their relationship with us, we will be able to find suitable replacement tenants. We

believe that tenant operators in the parking industry typically exhibit non-investment grade credit profiles; however, the ultimate performance of a property depends on those individuals who utilize the parking facilities, rather than specific tenant operators. Our tenants provide parking services to a wide variety of customers, resulting in an average of approximately 95,000 individual customer transactions per month. We believe the New Lease Structure will result in extreme diversification with proximity to multiple key demand drivers, where no single tenant operator will represent a significant risk exposure.

The following table sets forth our ten largest tenants and certain information about the properties we leased to these tenants as of June 30, 2022:

The following table sets forth our concentration in 23 MSAs as of June 30, 2022 and pro forma for the Bricktown Garage acquisition:

Source: S&P Capital IQ. Population and Household Income (HHI) averages are weighted by the number of total spaces.

We have significant competition with respect to the acquisition of real property. Competitors include other REITs, owners and operators of parking facilities, private investment funds, hedge funds and other investors, many of which have significantly greater resources than us. In addition, the number of entities and the amount of funds competing for suitable investments may increase. If we pay higher prices for investments, our returns will be lower and the value of assets may not increase or may decrease significantly below the amount paid for such assets.

Our parking facilities face, and any parking facilities we may acquire or invest in will face, intense competition, which may adversely affect parking and rental income. The relatively low cost of entry has led to a strongly competitive, fragmented market consisting of competitors ranging from single-facility operators to large regional and national multi-facility operators, including several public companies. In addition, our parking facilities compete with building owners that provide on-site paid parking. Certain of our competitors have more experience in owning and operating parking facilities. Moreover, some of the 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, may increase acquisition costs and may reduce demand for parking facilities, all of which may adversely affect operating results.

We will compete with numerous other persons or entities seeking to attract tenants to parking facilities we acquire. These persons or entities may have greater experience and financial strength than us. There is no assurance that we will be able to attract tenants on favorable terms, if at all. For example, our competitors may be willing to offer space at rental rates below our rates, causing us to lose existing or potential tenants and pressuring us to reduce our rental rates to retain existing tenants or convince new tenants to lease space at our properties. Each of these factors could adversely affect our results of operations, financial condition, value of our investments and ability to pay distributions.

We consider environmental, social and governance, or ESG, issues to be important considerations that influence our business and investment returns over time. We believe that by incorporating ESG attributes into our investment analysis, we have a more complete assessment of the risks associated with each investment.

We expect our asset management team to consider ESG factors such as climate change, natural resource sustainability, pollution and waste, human capital, product safety, social opportunity, corporate governance, and ethics, along with a range of other potential factors, to assess the expected performance risk of our investments over time. We have implemented several ESG-related initiatives that we believe will improve the long-term performance of our business. These may include, but are not limited to:

To ensure that the material risk considerations are incorporated into our strategy, we regularly review our performance against ESG best practices.

Ownership of real estate is subject to risks associated with environmental hazards. We may be liable for environmental hazards at, or migrating from, our properties, including those created by prior owners or occupants, existing tenants, abutters or other persons. Various federal and state laws impose liabilities upon property owners, including us, for environmental damages arising at, or migrating from, owned properties, and we may be liable for the costs of environmental investigation and clean up at, or near, our properties. As an owner or previous owner of properties, we also may be liable to pay damages to government agencies or third parties for costs and damages they incur arising from environmental hazards at, or migrating from, our properties. The costs and damages that may arise

from environmental hazards are often difficult to project and may be substantial. For more information regarding environmental matters, see “Risk Factors—General Risks “Our investments in real estate will be subject to the risks typically associated with real estate” and “Risk Factors—General Risks—Our costs of complying with governmental laws and regulations related to environmental protection and human health and safety may be high” in this proxy statement/prospectus.

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. Other than routine litigation arising out of the ordinary course of business, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us.

Many of our leases for our properties provide that our tenants are responsible for the costs of insurance for the properties we lease to them, including for garage liability or commercial general liability, garage keeper’s legal liability, personal property and worker’s compensation. Our tenants generally are responsible for purchasing and maintaining such insurance directly and listing us as an insured party; however, if our tenants fail to do so, we have the right to purchase and maintain such insurance for the properties we lease to them and our tenants must reimburse us for the costs of maintaining such insurance. In the opinion of management, all of our properties are adequately covered by insurance.

Legislative and regulatory developments may occur at the federal, state and local levels that have direct or indirect impact on the ownership, leasing and operation of our properties. We may need to make expenditures due to changes in federal, state or local laws and regulations, or the application of these laws and regulations to us or our properties, including zoning regulations, land use controls, environmental controls relating to air and water quality, noise pollution and indirect environmental impacts such as increased motor vehicle activity. Under some of our leases, some of these costs are required to be paid or reimbursed to us by our tenants. We intend to obtain all permits and approvals necessary under current law to operate our properties.

MIC had 18 employees as of June 30, 2022. Employee levels are managed to align with the pace of business and management believes it has sufficient human capital to operate its business successfully.

Our key human capital management objectives are to attract, recruit, hire, develop and promote a deep and diverse bench of talent that translates into a strong and successful workforce.

MIT was formed on March 7, 2022 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.

MIC, formerly known as The Parking REIT, Inc. and as MVP REIT II, Inc., is a Maryland corporation formed on May 4, 2015. MIC owns substantially all of its assets and conducts substantially all of its operations through the Operating Partnership. As of the date of this proxy statement/prospectus, MIC is the sole general partner of the Operating Partnership, and Color Up and HS3 are the limited partners of the Operating Partnership. In connection with the Merger, we understand that Color Up will be dissolved and its interests in the Operating Partnership will be distributed to the Color Up Members. We understand that the Color Up Members will each further distribute the interests received by them to their respective members or partners and that the final direct holders of the interests will become limited partners of the Operating Partnership. The Partnership Agreement provides that the Operating Partnership is operated in a manner to ensure that the Operating Partnership is not classified as a “publicly traded partnership” for purposes of Section 7704 of IRC, which classification could result in the Operating Partnership being taxed as a corporation.

Upon consummation of the MIT IPO and the Merger, MIT will continue the business and operations of MIC and will become the general partner of the Operating Partnership. As such, MIT will use an UPREIT structure to enable it to acquire real property in exchange for limited partnership interests in the Operating Partnership from owners who desire to defer taxable gain that would otherwise normally be recognized by them upon the disposition of their real property or transfer of their real property to MIT in exchange for MIT common shares or cash.

Our principal executive offices are located at 30 W. 4th Street, Cincinnati, Ohio 45202, and our telephone number is (513) 834-5110. We maintain a website at www.mobileit.com. The information contained on our website or that can be accessed through our website neither constitutes part of this proxy statement/prospectus or the Form S-4 of which it forms a part nor is it incorporated by reference herein or therein.

The following is a discussion of MIT’s policies with respect to investments, financing and certain other activities. These policies may be amended and revised from time to time at the discretion of the MIT board of trustees without notice to or a vote of MIT shareholders. Throughout the below section unless otherwise indicated or the context otherwise requires, references to “we”, “our”, “us” or “the Company” refer 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.

We own parking facilities, including parking lots, parking garages and other parking structures throughout the United States. We conduct all of our investment activities through the Operating Partnership and its subsidiaries. Our overall investment objectives are to preserve capital, generate current income and explore strategic alternatives to provide liquidity to shareholders.

Our investment strategy has historically focused primarily on acquiring, owning and leasing parking facilities to third-party operators, 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 building our current portfolio, we will seek geographically diverse investments that address multiple key demand drivers and demonstrate consistent consumer use, that are expected to generate cash flows and provide greater predictability during periods of economic uncertainty. Such targeted investments include, but are not limited to, parking facilities near one or more of the following key demand drivers:

We target parking facilities that are near multiple key demand drivers so as not to be solely reliant on a single source of income. Parking garages in downtown cores constitute a large portion of our parking facilities as they serve multiple key demand drivers.

We are focused on acquiring properties that are expected to generate cash flow, located in populated metropolitan areas and expected to produce income within 12 months of the properties’ acquisition.

For a discussion of our portfolio and our business and our investment strategy and criteria, see “Description of MIT’s and MIC’s Businesses” beginning on page 125 of this proxy statement/prospectus.

We expect to pursue our investment objectives through the ownership of properties by our subsidiaries but may also make investments in other entities, including joint ventures. We anticipate that future investment activity will be focused primarily in the United States but will not be limited to any geographic area. We intend to engage in such future investment activities in a manner that is consistent with requirements applicable to REITs for federal income tax purposes. Provided we comply with these requirements, however, there are no limitations on the percentage of our assets that may be invested in any one real estate asset or leased to any particular tenant. We anticipate that our real estate investments will continue to be in a relatively concentrated number of tenants.

Equity investments may be subject to existing mortgage financing and other indebtedness or such financing or indebtedness may be incurred in connection with acquiring properties, or a combination of these methods. Any such financing or indebtedness will have priority over our equity interest in such property. Investments are also subject to our policy not to be treated as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act.

Our board of trustees may change our acquisition and investment policies at any time without a vote of, or advance notice to, our shareholders, in which case shareholders may only be notified in our periodic or current reports filed pursuant to the Exchange Act after such changes have occurred. We may in the future adopt policies with respect to investments in real estate mortgages or securities of other entities engaged in real estate activities. We may in the future consider the possibility of entering into mergers, strategic combinations or joint ventures with other companies.

We may enter into joint ventures, partnerships and other co-ownership or participation arrangements for the purpose of obtaining interests in real property. We may also enter into joint ventures for the development or improvement of such property. Joint venture investments permit us to own interests in large properties and other investments without unduly limiting the diversity of our portfolio.

We have not established the specific terms we will require in our joint venture agreements. Instead, we will establish the terms with respect to any particular joint venture agreement on a case-by-case basis after our board of trustees considers all the facts that are relevant, such as the nature and attributes of our potential joint venture partners, the proposed structure of the joint venture, the nature of the operations, the nature of the property and its operations, the liabilities and assets associated with the proposed joint venture and the size of our interest when compared to the interest owned by other partners in the venture. With respect to any joint ventures we enter into, we expect to consider the following types of concerns and safeguards:

The period that we will hold our investments in real property will vary depending on the type of asset, interest rates and other factors. We are not required to hold a real estate investment for any particular minimum term before it is sold, refinanced or otherwise disposed of. After we have paid down any acquisition financing on a property, if and when the property has increased in value, we may refinance the property and distribute the proceeds, after fees, expenses and payment of other obligations and reserves, to our shareholders. The determination of whether a particular real estate asset should be sold or otherwise disposed of will be made after consideration of relevant factors with a view toward achieving maximum total investment return for the asset. Relevant factors to be considered when disposing of an investment include:

We do not have a formal policy limiting the amount of debt we may incur and our board of trustees has broad authority to approve our incurrence of debt. We intend to employ borrowings in order to provide more funds available for investment. We are committed to achieving and subsequently maintaining a conservative long-term net debt to Adjusted EBITDA ratio target of . However, our use of leverage increases the risk of default on loan payments and the resulting foreclosure on a particular asset. In addition, lenders may have recourse to assets other than those specifically securing the repayment of the indebtedness. When debt financing is unattractive due to high interest rates or other reasons, or when financing is otherwise unavailable on a timely basis, we may purchase certain assets for cash with the intention of obtaining debt financing at a later time.

We will use our best efforts to obtain financing on the most favorable terms available to us and will seek to refinance assets during the term of a loan only in limited circumstances, such as when a decline in interest rates makes it beneficial to prepay an existing loan, when an existing loan matures or if an attractive investment becomes available and the proceeds from the refinancing can be used to purchase such investment. The benefits of any such refinancing may include increased cash flow resulting from reduced debt service requirements, an increase in distributions from proceeds of the refinancing and an increase in diversification and assets owned if all or a portion of the refinancing proceeds are reinvested.

We may re-evaluate and change our debt strategy and policies in the future without a shareholder vote. Factors that we could consider when re-evaluating or changing our debt strategy and policies include current economic and market conditions, the relative cost of debt and equity capital, any acquisition opportunities, the ability of our properties to generate sufficient cash flow to cover debt service requirements, and other similar factors. Further, we may increase or decrease our ratio of debt to equity in connection with any change of our borrowing policies.

We may make investments other than as previously described. We may offer common shares or other equity or debt securities, including partnership interests in the Operating Partnership, in exchange for cash or property and repurchase or otherwise re-acquire common shares or other equity or debt securities, including partnership interests in the Operating Partnership, in exchange for cash or property. We may issue preferred shares from time to time, in one or more classes or series, as authorized by our board of trustees without the need for shareholder approval. See “Description of MIT Shares of Beneficial Interest” beginning on page 59 of this proxy statement/prospectus. At all times, we intend to make investments in a manner consistent with the REIT requirements of the IRC unless, because of business circumstances or changes in the IRC (or the Treasury Regulations promulgated thereunder), our board of trustees determines that it is no longer in our best interests for us to qualify for taxation as a REIT. We intend to make investments in such a way that we will not be treated as an “investment company” under the Investment Company Act. Our policies with respect to such activities may be reviewed and modified from time to time by our board of trustees without notice to, or the vote of, our shareholders.

Upon the completion of the MIT IPO, we will become subject to the information reporting requirements of the Exchange Act. Pursuant to these requirements, we will file periodic reports, proxy statements and other information, including audited financial statements, with the SEC. We will furnish our shareholders with annual reports containing financial statements audited by our independent registered public accounting firm and with quarterly reports containing unaudited financial statements for each of the first three quarters of each fiscal year.

We have not engaged in trading, underwriting or agency distribution or sale of securities other than with respect to the Operating Partnership and do not intend to do so.

Throughout the below section unless otherwise indicated or the context otherwise requires, references to “we”, “our”, “us” or “the Company” refer to MIT.

Pursuant to the Merger Agreement, the MIT declaration of trust and the MIT bylaws, as in effect at the Effective Time, will be the declaration of trust and the bylaws of the combined company following the Merger, until thereafter amended in accordance with applicable law and the applicable provisions thereof. 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 declaration of trust and the MIT bylaws.

The following sets forth certain information, as of , 2022, concerning the persons who are expected to serve as executive officers and trustees of MIT, as the surviving entity resulting from the Merger, effective prior to the MIT IPO.

The following is a biographical summary of the experience of our trustees and executive officers:

Manuel Chavez has been our Chief Executive Officer and one of our trustees since our formation. Mr. Chavez has also served as chief executive officer and chairman of the MIC board of directors since August 2021. Mr. Chavez is and has been the chief executive officer and founder of Bombe since 2017. Mr. Chavez is also chief executive officer and a manager of Color Up. Prior to founding Bombe, Mr. Chavez served as chief executive officer and president of PCA, a provider of parking management services, and held various positions of increasing responsibility at PCA from 1999 to 2017. Mr. Chavez currently holds positions with The Port of Greater Cincinnati Development Authority, a community and economic development agency, the Cincinnati State Technical and Community College, a public technical and community college in Cincinnati, Ohio, the Cincinnati Art Museum, an art museum partially funded by the Ohio Arts Council, and the Cincinnati Regional Business Committee, an organization focused on effecting change in the greater Cincinnati community, leveraging the unique assets, leadership and collective resources of business executives to have long-term positive impact for sustainable growth and regional prosperity.

Mr. Chavez was selected to serve as a trustee of the Company because of his significant real estate experience and expansive knowledge of the real estate industry, and his relationships with chief executives and other senior management at numerous real estate companies. Based on the foregoing, our board of trustees believes that Mr. Chavez will bring a unique and valuable perspective to our board of trustees.

Stephanie Hogue has been our President, Chief Financial Officer, Treasurer and Secretary and one of our trustees since our formation. Ms. Hogue has also served as MIC’s president and a member of the MIC board of directors since August 2021, secretary since October 2021, interim chief financial officer since November 2021 and chief financial officer since August 2022. Ms. Hogue has been managing partner of Bombe since 2020. From 2017 to 2020, Ms. Hogue was managing director and New York branch manager at PricewaterhouseCoopers Corporate Finance LLC, a firm specializing in advising domestic and international clients on global divestures and acquisitions, and from 2010 to 2017, Ms. Hogue was a director at PricewaterhouseCoopers Corporate Finance LLC. Ms. Hogue is also a manager of Color Up. Ms. Hogue currently serves on the board of governors of Public Media Connect, Inc., a non-profit organization that owns southwest Ohio’s largest Public Broadcasting Service member television stations, and is a director of the Indian Hill Club, a private golf club and for other athletic activities and social events.

Ms. Hogue was selected to serve as a trustee of the Company because of her significant experience in finance, capital markets and investing in infrastructure and real estate assets.

Jeffrey B. Osher has served as a member of the MIC board of directors since August 2021. Mr. Osher founded No Street Capital LLC, an investment management firm, in 2018. Prior to founding No Street Capital, LLC, Mr. Osher served as a portfolio manager at Harvest Capital Strategies, LLC, an SEC-registered investment advisor, from 2005 to 2018, and as an analyst from 2002 to 2005. Prior to his tenure at Harvest Capital Strategies, LLC, Mr. Osher was an analyst at The Dowd Company, an investment management firm, where he focused on technology and emerging growth companies. He has served on the board of directors of the Seal Family Foundation, a non-profit organization that raises funds and awareness for special programs in direct support of the Naval Special Warfare families on a local, national and global scale, since 2016. He has also served on the board of directors of Green Dot Corporation since 2020 and was an advisor to the board of directors of Green Dot Corporation, a NYSE-listed financial technology and registered bank holding company, from 2017 to 2020. He is also a manager of Color Up.

Mr. Osher will be one of our Independent Trustees effective prior to the completion of the MIT IPO. Our board of trustees concluded that Mr. Osher is qualified to serve as one of our Independent Trustees based upon, among other things, his significant experience in financial services and investment and his experience as an executive and a public company director, and qualifying as an Independent Trustee in accordance with the requirements of the NYSE and the SEC.

Lorrence T. Kellar has served as a member of the MIC board of directors since August 2021. Mr. Kellar has been a trustee of Acadia Realty Trust, a NYSE-listed real estate investment trust, since November 2003. Mr. Kellar was vice president at Continental Properties, a retail and residential developer, from 2002 until his retirement in 2009, a director of Spar Group, Inc., a global merchandising and marketing services company, from 2003 to 2019 and chairman of Multi-Color Corporation, a global supplier of premium label solutions, from 1995 to 2012. Prior to joining Continental Properties, Mr. Kellar served as vice president of real estate with Kmart Corporation, a nationwide retailer of electronics, toys, clothing, bedding, furniture and home decor, for six years and served with The Kroger Co., the United States’ largest supermarket company, for 31 years where his final position was group vice president of finance and real estate. Mr. Kellar currently serves as an emeritus trustee of Public Media Connect, Inc. a non-profit organization that owns southwest Ohio’s largest Public Broadcasting Service member television stations and an emeritus trustee of the Cincinnati Ballet.

Mr. Kellar will be one of our Independent Trustees effective prior to the completion of the MIT IPO. Our board of trustees concluded that Mr. Kellar is qualified to serve as one of our Independent Trustees based upon, among other things, his significant management and public company experience, including in the real estate industry and as a public company executive and director and member of MIC’s audit committee, and qualifying as an Independent Trustee in accordance with the requirements of the NYSE and the SEC.

Danica Holley has served as a member of the MIC board of directors since August 2021. Ms. Holley has served as the chief operating officer of Global Medical REIT Inc., a net-lease medical office real estate investment trust, since March 2016. Ms. Holley has served on the board of directors of Theralink Technologies, Inc, an OTC-traded proteomics-based, precision medicine company with a CLIA-certified laboratory, targeting multiple areas of oncology and drug development, since May 2022. Ms. Holley’s business development and management experience spans more than 18 years with an emphasis on working in an international environment. She has extensive experience in international program management, government procurement, and global business rollouts and start-ups. As executive director for Safe Blood International Foundation, a non-profit organization assisting developing nations to achieve a safe and adequate blood supply free of transfusion transmissible infection, since April 2008, she oversaw national health initiatives in Africa and Asia, including an Ebola response project. Ms. Holley has held management positions as director of strategy, corporate business development for WorldSpace, Inc., a provider of satellite radio broadcasting services and content, from 1997 to 2000, director of marketing for corporate and business at ISI Professional Services, a Service-Disabled Veteran-Owned Small Business offering consulting services, from 2000 to 2001 and director of administration at Tanzus Development, an international trade firm, from 1996 to 1997 and SK&I Architectural Design Group, LLC, a company providing design and services for residential and mixed-use projects, from 2003 to 2007.

Ms. Holley will be one of our Independent Trustees effective prior to the completion of the MIT IPO. Our board of trustees concluded that Ms. Holley is qualified to serve as one of our Independent Trustees based upon, among other things, her significant business development and management experience, including as an executive

officer at a publicly-traded REIT that has had a similar growth trajectory to the Company, and qualifying as an Independent Trustee in accordance with the requirements of the NYSE and the SEC.

Damon Jones has served as a member of the MIC board of directors since August 2021. Mr. Jones has served as the chief communications officer of The Procter & Gamble Company, a global provider of branded products, or P&G, since April 2020. He served as vice president, global communications & advocacy at P&G from July 2018 to April 2020, and prior to that, as director, global company communications from August 2015 to June 2018. Prior to that, Mr. Jones held various other positions with increasing responsibility at P&G since 1997.

Mr. Jones will be one of our Independent Trustees effective prior to the completion of the MIT IPO. Our board of trustees concluded that Mr. Jones is qualified to serve as one of our Independent Trustees based upon, among other things, his significant communications experience and his experience as a public company executive, and qualifying as an Independent Trustee in accordance with the requirements of the NYSE and the SEC.

There are no family relationships among any of the current executive officers and trustees of MIT or MIC, and there are no family relationships among any of the proposed executive officers and trustees of the combined company.

The MIT board of trustees will be composed of trustees, including Independent Trustees.

Under the corporate governance listing standards of the NYSE, to be considered independent:

Our board of trustees believes that its members collectively have the experience, qualifications, attributes and skills to effectively oversee our management, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues affecting our business, a willingness and ability to devote the necessary time to their duties and a commitment to representing our best interests.

Effective prior to the completion of the MIT IPO, our board of trustees will establish an audit committee, a compensation committee, and a nominating and governance committee, each of which will have a written charter. Our audit committee, compensation committee, and nominating and governance committee will be comprised of , and , who will be Independent Trustees as defined under applicable SEC rules, the NYSE listing standards and each committee’s respective charter.

Audit Committee. Our audit committee will be established in accordance with Section 3(a)(58)(A) of the Exchange Act. The purpose of our audit committee will be to assist our board of trustees in fulfilling its responsibilities for oversight of: (1) our accounting and financial reporting processes; (2) the audits of our financial statements and internal control over financial reporting; (3) our compliance with legal and regulatory requirements; and (4) our internal audit function generally. Under its charter, our audit committee will be directly responsible for the appointment, compensation, retention and oversight, and the evaluation of the qualifications, performance and independence, of our independent auditor and the resolution of disagreements between management and our independent auditor regarding financial reporting. Our independent auditor reports directly to our audit committee.

Each member of our audit committee will be financially literate, knowledgeable and qualified to review financial statements. Our board of trustees has determined that will be our audit committee’s “financial expert” and

is independent as defined by the rules of the SEC and the NYSE. The determination that is a financial expert was based on: .

Compensation Committee. The purpose of our compensation committee will be to discharge directly, or assist our board of trustees in discharging, its responsibilities related to: (1) the evaluation of the performance and compensation of our business and property management services provider, our Chief Executive Officer, our President and Chief Financial Officer and any other executive officer that we may have; (2) the compensation of our trustees; and (3) the approval, evaluation and administration of any of our equity compensation plans.

Nominating and Governance Committee. The principal purposes of our nominating and governance committee will be: (1) to identify individuals qualified to become members of our board of trustees, consistent with criteria approved by our board of trustees, and to recommend candidates to the entire board of trustees for nomination or selection as trustees for each annual meeting of shareholders (or special meeting of shareholders at which trustees are to be elected) or when vacancies occur; (2) to perform certain assessments of our board of trustees and our management; and (3) to develop and recommend to our board of trustees a set of governance guidelines applicable to us. Under its charter, our nominating and governance committee also will be responsible for overseeing the evaluation of our management to the extent not overseen by our compensation committee or another committee of our board of trustees.

The charter of each of our standing committees will provide that the committee may form and delegate authority to subcommittees of one or more members when appropriate. Subcommittees will be subject to the provisions of the applicable committee’s charter.

Our policy with respect to trustee attendance at our annual meetings of our shareholders can be found in our governance guidelines. The forms of our governance guidelines and the charters of our audit, compensation and nominating and governance committees, as well as our code of business conduct and ethics and conflict of interest and self-dealing policies, that will be in effect effective prior to the completion of the MIT IPO, will be posted on our website at www.mobileit.com following such time and also may be obtained free of charge by writing to Secretary, c/o Mobile Infrastructure Trust, 30 W. 4th Street, Cincinnati, Ohio 45202.

For purposes of this section, unless otherwise indicated, references to “we”,“our” and “us” mean only MIT, and not MIC. MIT has not historically maintained an executive officer or trustee compensation program; therefore, the summaries below will focus on the compensation policies and programs that we expect to put in place on a go-forward basis following the MIT IPO and the Merger.

We have not paid any cash or equity compensation to our executive officers or trustees since our formation and do not expect to pay any such compensation prior to the completion of the MIT IPO and the Merger.

Following the completion of the MIT IPO and the Merger, we expect to pay our executive officers a base salary to compensate them for services rendered to us. The base salary payable to each executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Our executive officers, Manuel Chavez III and Stephanie Hogue, who are also currently executive officers and employees of MIC, entered into employment agreements with MIC with respect to their employment with MIC on August 25, 2021, which were amended on August 23, 2022 as further described below, or collectively, as amended, the MIC Employment Agreements, setting forth their base salaries, among other things, as further discussed below. We will assume the MIC Employment Agreements in the Merger.

Any annual bonus or incentive pay for our executive officers will be discretionary and determined by the compensation committee for our Chief Executive Officer, our President and Chief Financial Officer and any other executive officer with appropriate input from the Chief Executive Officer or the President and Chief Financial Officer, as applicable. Maximums for target incentive award amounts are set forth in the MIC Employment Agreements with respect to Mr. Chavez and Ms. Hogue, as detailed below.

Following the completion of the MIT IPO and the Merger, our executive officers will be eligible to participate in the health insurance, life insurance, disability benefits, other welfare programs and retirement plans that will be provided generally to our employees.

As noted above, upon the completion of the MIT IPO and the Merger, we will assume MIC’s rights and responsibilities under the MIC Employment Agreements with Mr. Chavez and Ms. Hogue. MIC’s compensation committee retained an independent compensation consultant to assist in determining Mr. Chavez’s and Ms. Hogue’s compensation packages under the MIC Employment Agreements.

The following is a brief summary and discussion of the terms of the MIC Employment Agreements:

Term. Each of the MIC Employment Agreements provides for a three-year initial term that commenced on August 25, 2021 and ends on the third anniversary of such date. Thereafter, the employment term extends automatically for successive one-year periods unless either we or the executive provides notice of non-renewal to the other party at least ninety (90) days before the end of the then-existing term.

Duties. The MIC Employment Agreements provide that Mr. Chavez and Ms. Hogue will each perform duties and provide services to us that are customarily associated with the duties, authorities and responsibilities of persons in similar positions as well as such other duties as may be assigned from time to time. The MIC Employment Agreements also provide that they will devote substantially all of their business time and attention to our business and affairs, except that the executives may engage in certain outside activities that do not materially interfere with the performance of their duties.

Compensation. The MIC Employment Agreements provide that Mr. Chavez and Ms. Hogue will receive an annual initial base salary of $600,000 and $450,000, respectively. Mr. Chavez and Ms. Hogue will be eligible to receive a target annual bonus of not more than 33.33% of their base salary, and each will be eligible to receive an annual target equity award of not more than $1,000,000 and $600,000, respectively, in restricted shares. Each annual

target equity award shall vest equally in annual installments over a three-year period. The amounts and conditions for the payment and any additional vesting (as applicable) of each target annual bonus award and each annual target equity award will be determined by our compensation committee. Mr. Chavez and Ms. Hogue have the right to elect to receive their base salary and their target annual bonus payments in the form of restricted shares. Each of Mr. Chavez and Ms. Hogue are eligible to participate in employee benefit programs made available to our employees from time to time and to receive certain other perquisites, each as set forth in their respective MIC Employment Agreements. In addition, pursuant to the MIC Employment Agreements, Mr. Chavez and Ms. Hogue were entitled to receive a number of restricted shares of MIC common stock equal to $2,000,000 and $1,200,000, respectively, divided by the Fair Market Value (as defined in the MIC Employment Agreements) of such shares, which shares shall vest only upon the occurrence of a Liquidity Event (as defined in the MIC Employment Agreements as an initial public offering and/or listing of MIC’s common stock on the Nasdaq Global Market, the Nasdaq Global Select Market, or the NYSE, each, a Trading Market), within three years of the effective date of the MIC Employment Agreements, provided that Mr. Chavez and Ms. Hogue, respectively, remain employed with us on the date of the Liquidity Event, unless such officer is terminated by us without cause or resigns for good reason (each as defined in the applicable MIC Agreement) within 180 days of a Liquidity Event. For so long as the MIC common stock is not listed on a national securities exchange, established securities exchange, national market system or automated quotation system, Fair Market Value shall be equal to the estimated net asset value per share of MIC common stock as most recently approved by the MIC board of directors prior to such date, which, as of August 23, 2022 was $11.75. On August 23, 2022, Mr. Chavez and Ms. Hogue were awarded 170,213 and 102,128 LTIP Units, respectively, subject to the vesting as described in the preceding sentence and other terms and conditions set forth in the applicable LTIP Unit agreement, in lieu and full satisfaction of MIC’s obligation to issue to them restricted shares of MIC common stock under the MIC Employment Agreements. Once vested, each LTIP Unit is convertible at the option of the holder into an OP Unit subject to the holding period set forth in the Partnership Agreement. OP Units are redeemable for shares of MIC common stock, on a one-for-one basis, or cash at MIC’s option, pursuant and subject to the terms and provisions of the Partnership Agreement. The consummation of the MIT IPO will constitute a Liquidity Event under these agreements and we will assume these grants and the related LTIP Unit agreements in connection with the Merger.

Severance Payments. The MIC Employment Agreements provide that, subject to the execution of a release and other conditions set forth in the MIC Employment Agreements, upon a Qualifying Termination (generally defined in the MIC Employment Agreements as a termination without cause, or a non-renewal of the MIC Employment Agreements by us), the executives will be entitled to severance based on a multiple of the total of the sum of each executive’s then-current annual base salary (disregarding any salary reduction constituting a “good reason” termination by us) and the amount of the Target Bonus Amount (as defined in the MIC Employment Agreements) for our most recently completed fiscal year prior to termination (referred to herein as “base severance amount”). If the Qualifying Termination results from the death or disability of the executive, the executive will be entitled to severance equal to one times (1x) their base severance amount. If the Qualifying Termination results from the executive being terminated by us without “cause” (as defined in the MIC Employment Agreements), the executive quitting for “good reason” (as defined in the MIC Employment Agreements) or we elect not to renew the term of the MIC Employment Agreements, then the executive will be entitled to severance equal to two times (2x) their base severance amount. In the event that any Qualifying Termination occurs on or within twelve (12) months after a change in control of us, the executives will be entitled to severance equal to three times (3x) their base severance amount.

Upon termination where severance is due and payable, the MIC Employment Agreements also provide that Mr. Chavez and Ms. Hogue will be entitled to receive (i) unpaid base salary earned through the termination date; (ii) any restricted shares that have vested as of the termination date; (iii) all other equity-based awards held by him or her, to the extent subject to time-based vesting, will vest in full at the termination date; (iv) health insurance coverage, including through COBRA, for an 18 month period following the termination date; and (v) reimbursements of unpaid business expenses.

Non-Competition, Non-Solicitation and Confidentiality. The MIC Employment Agreements provide that for a two-year period following the termination of his or her employment with us, Mr. Chavez and Ms. Hogue, as applicable, will not solicit our employees or consultants or any of our customers, vendors or other parties doing business with us. Pursuant to the MIC Employment Agreements, each of Mr. Chavez and Ms. Hogue has agreed not to compete with us for a period of two years following the termination of their employment with us. Each MIC Employment Agreement also contains covenants relating to the treatment of confidential information, company property and certain other matters. The MIC Employment Agreements also contain a non-disparagement covenant.

Amendment to Executive Employment Agreements. On August 23, 2022, MIC entered into amendments to the MIC Employment Agreements with each of Mr. Chavez and Ms. Hogue, pursuant to which, among other things, each of Mr. Chavez and Ms. Hogue acknowledged that: (i) MIC’s grant of LTIP Units to each of Mr. Chavez and Ms. Hogue is in lieu and full satisfaction of MIC’s obligation to issue to them restricted shares of common stock of the Company as set forth therein; (ii) the compensation committee of the MIC board of directors has the discretion to award any compensation pursuant to the MIC Employment Agreements in shares of MIC common stock or in limited partnership units of the Operating Partnership; and (iii) the Merger will not constitute a Change in Control (as defined in the MIC Employment Agreements).

On May 27, 2022, the compensation committee of the MIC board of directors and the MIC board of directors each approved performance-based equity awards, or the Performance Awards, to each of Mr. Chavez and Ms. Hogue.

In approving the Performance Awards, the compensation committee of the MIC board of directors and the MIC board of directors recognized MIC’s interest in rewarding, incentivizing and retaining Mr. Chavez and Ms. Hogue, through the award of Performance Units, with the goal of creating appropriate incentives for Mr. Chavez and Ms. Hogue to continue to grow the value of MIC over the long-term. The Performance Awards approved by the compensation committee of the MIC board of directors and the MIC board of directors, including the MIC Disinterested Directors, are aligned with the interests of MIC stockholders. The principal objective of the Performance Awards is to link Mr. Chavez’s and Ms. Hogue’s long-term compensation opportunities with significant long-term stockholder value creation.

Pursuant to the performance unit award agreements entered into with respect to the Performance Awards, or the Performance Award Agreements, Mr. Chavez was awarded 937,500 Performance Units and Ms. Hogue was awarded 562,500 Performance Units, which will vest only to the extent that the market price of MIC common stock and MIC’s AFFO per share of MIC common stock achieve specified targets during the performance periods as further described below. Pursuant to the applicable Performance Award Agreement, subject to the continued employment of Mr. Chavez and Ms. Hogue, respectively, fifty percent (50%) of his or her respective Performance Units will vest if the market price of MIC’s common stock is $25.00 per share, based on a 90-day weighted average price, at any time from the date of grant through December 31, 2025. Pursuant to the applicable Performance Award Agreement, subject to the continued employment of Mr. Chavez and Ms. Hogue, respectively, fifty percent (50%) of his or her respective Performance Units will vest if MIC’s AFFO per share of MIC common stock is at least $1.25 for four consecutive quarters prior to the fourth quarter of 2025 and then for an additional four consecutive quarters prior to December 31, 2027. Per share amounts are subject to adjustment, in the discretion of the compensation committee of the MIC board of directors, in the event of any stock split, stock dividend or other similar adjustment to the number of shares of MIC common stock outstanding.

Once vested, the Performance Units are convertible into OP Units after a one-year holding period on a one-for-one basis. OP Units are redeemable for shares of MIC common stock, on a one-for-one basis, or cash at MIC’s option, pursuant and subject to the terms and provisions of the Partnership Agreement.

Upon Mr. Chavez’s or Ms. Hogue’s death, disability or termination of employment without Cause (as defined in their respective MIC Employment Agreements), the Performance Units will continue to be held by Mr. Chavez or Ms. Hogue, or their respective estates or heirs, as applicable, and will otherwise vest, not vest, be forfeited or canceled in accordance with the terms of the applicable Performance Award Agreement.

We will assume the Performance Awards and related Performance Award Agreements in connection with the Merger.

On May 27, 2022, the compensation committee of the MIC board of directors and the MIC board of directors each approved long-term incentive equity awards, or LTIP Awards, in the form of LTIP Units to each of MIC’s non-employee directors with respect to their accrued but unpaid director compensation fees as disclosed in MIC’s Annual Report on Form 10-K for the year ended December 31, 2021, or the Accrued Director Fees. The compensation committee of the MIC board of directors and the MIC board of directors approved the issuance of LTIP Units in an amount determined based on each such director’s Accrued Director Fees divided by $11.75, which

is MIC’s latest net asset value per share of MIC common stock determined by the MIC board of directors. The LTIP Units vest ratably in equal installments on each of the first three anniversaries of the date of grant. We will assume the LTIP Awards in connection with the Merger.

Following the MIT IPO, we will pay each of our Independent Trustees an annual retainer of $ , payable in LTIP Units, subject to vesting requirements, which shall vest ratably in equal installments on each of the first three anniversaries of the date of grant, and which will be pro-rated for any partial year of service. An additional $ fee will also be paid to the chair of the audit committee and $ will be paid to the chairs of the compensation committee and nominating and governance committee, each payable in LTIP Units, subject to similar vesting requirements. Trustee compensation will be determined by our compensation committee on an annual basis.

All trustees will be reimbursed for travel expenses and for reasonable out of pocket expenses they incur in connection with their attending meetings of our board of trustees. Trustees who are also our employees are not entitled to any compensation for services rendered as a trustee.

Our declaration of trust contains provisions that limit the liability of our trustees and officers to the maximum extent permitted by Maryland law, and under our declaration of trust, our trustees and officers are entitled to indemnification and advancement of expenses to the maximum extent permitted by Maryland law, and we will enter into indemnification agreements with our trustees and officers. We believe that these provisions are necessary to attract and retain qualified persons as trustees and officers. You can find more information about indemnification of our trustees and officers under “Certain Provisions of Maryland Law and of the MIT Declaration of Trust and Bylaws” in 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 solely on the completion of the Merger.

No member of the compensation committee will be a current or former executive officer or employee of ours or any of our subsidiaries. None of our executive officers serves as a member of the board of directors or board of trustees or compensation committee of any company that has one or more of its executive officers serving as a member of our board of trustees or compensation committee.

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

The MIC 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 historical financial data as of and for the six months ended June 30, 2022 and 2021 has been derived from the condensed unaudited consolidated financial statements included elsewhere in this proxy statement/prospectus. The pro forma 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 historical and pro forma financial data is not necessarily indicative of results to be expected in future periods.

The 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 as adjusted information should not be relied upon as an indicator of MIT’s or MIC’s future performance.

by MIT’s board of trustees when determining the amount of distributions to MIT shareholders. Other factors may include, but will not be limited to, MIT’s financial condition, results of operations, liquidity, capital requirements, 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 MIT’s 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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Because MIC owns substantially all of MIT’s historical assets and conducts substantially all of MIT’s operations before the Merger, the following discusses and analyzes the financial condition and results of operations of MIC. Where material, the following discusses and analyzes the as adjusted financial condition and results of operations of MIT described elsewhere in this proxy statement/prospectus. For more information regarding MIT’s historical financial condition and results of operations, you should read the consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. See “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” herein. MIT’s actual results could differ materially from the forward-looking statements included herein. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section entitled “Risk Factors” and elsewhere in this proxy statement/prospectus.

On May 27, 2022, MIC and MIT entered into the Merger Agreement, pursuant to which we will consummate the Merger. Because MIC owned substantially all of our historical assets and conducted substantially all of our operations before the Merger, the following discusses and analyzes the financial condition and results of operation of MIC. Where material, the following discusses and analyzes the pro forma financial condition and results of operations of MIT described elsewhere in this proxy statement/prospectus. For more information regarding MIT’s historical financial condition and results of operations, as well as the as adjusted information, you should read the consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus.

We are focused on acquiring, owning and leasing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States. We target both parking garage and surface lot properties primarily in top 50 U.S. MSAs, with proximity to multiple key demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business districts.

The ongoing COVID-19 pandemic has significantly adversely impacted global economic activity, contributing to significant volatility. The return to normalized movement within and between states and cities is relatively uneven among markets and industries, which has impacted the performance of our assets, as many of our properties are located in urban centers, near government buildings, entertainment centers, or hotels. While the employment level in the United States has nearly returned to 2019 levels, many companies continue to deploy a work-from-home or hybrid remote strategy for employees. We anticipate that a hybrid work structure for traditional central business district office workers will be the normalized state going-forward. This has impacted the performance of many of our assets that have office exposure and underscores the importance of a multi-key demand driver strategy in repositioning current and/or acquiring new assets. During 2020 and 2021, many state and local governments restricted public gatherings and implemented social distancing measures, which has, in some cases, eliminated or severely reduced the demand for parking. State governments and other authorities have been increasingly lifting or modifying some of these measures, which will encourage greater movement around and between cities. Should COVID-19 restrictions be reinstated, our rental revenue may continue to be adversely affected by the COVID-19 pandemic and may be further 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. In particular, a majority of our property leases call for additional percentage rent, which will be adversely impacted by a decline in the demand for parking. However, we see increasing demand for multi-use assets that have exposure to entertainment and sporting venues or have exposure to driving travel through hotel relationships. As

restrictions continue to lift across the United States, we anticipate a return to normal, in particular a return to driving vacations, which may positively impact the longer-term outlook of central business districts.

In response to the COVID-19 pandemic, we entered into certain lease amendments and new lease agreements with tenants and operators during 2020. Under these lease amendments and agreements, our tenants operated our parking facilities on our behalf and paid their operating expenses from gross parking revenue and were required to remit an agreed upon percentage of the remainder to us instead of base rent payments. Revenues from these properties were recorded as management income, which 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.

In 2021, we began amending certain leases from the structure entered into in 2020 during the COVID-19 pandemic to the New Lease Structure. As of June 30, 2022, 30 of our leases, or 66.7% of our leases, with our tenants are governed under the New Lease Structure as described under “Description of MIT’s and MIC’s Businesses—Our Company”.

Various trends and other factors affect or have affected our operating results, including:

Our results of operations and balance sheets may not be comparable between the years ended December 31, 2020 and December 31, 2021 as a result of the transactions contemplated by the Purchase Agreement described elsewhere in this proxy statement/prospectus.

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. 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.

Our 2020 and 2021 annual financial results were more severely impacted by the COVID-19 pandemic in comparison with the financial results during the first six months of 2022. In response to the COVID-19 pandemic, MIC entered into certain lease amendments and new lease agreements with tenants and operators during 2020. Under these lease amendments and agreements, the tenants operated our parking facilities on our behalf and paid their operating expenses from gross parking revenue and was required to remit an agreed upon percentage of the remainder to us instead of base rent payments. Revenues from these properties were recorded as management income, which 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. As a result of converting these lease amendments and new lease agreements to the New Lease Structure, we did not recognize any management income for the six months ended June 30, 2022 and do not expect to recognize any management income from the New Lease Structure going forward.

While according to the March 2022 NPA Report, consumer parking has not recovered to pre-COVID-19 pandemic levels, some of our parking facilities are performing at or above pre-COVID-19 pandemic levels, such as parking facilities located at or near hotels, sports and entertainment venues and airports. Additionally, in many markets, according to the September 2021 NPA Report, more consumers were driving on average in July and August 2021 compared to January 2020, rather than taking public transportation, which we believe will lead to improved utilization of our parking facilities and improved operating results.

Increased 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.

Our 2020 and 2021 annual financial results and our financial results for the six months ended June 30, 2022 were not impacted by the recent increase in fuel prices in the United States. We cannot predict the extent and duration of the increase in fuel prices or its economic impact. Further, the extent and strength of any economic recovery, and/or when fuel prices decline is uncertain and subject to various factors and conditions. As a result, our results of operations and balance sheets may not be indicative of future operating results or of our future financial condition.

In addition to generating organic growth in our existing properties through collaboration with tenant operators, we have grown, and expect to continue to grow, by investing in well located parking facilities that benefit from proximity to multiple key demand drivers where we can implement a value-add strategy. Our external growth strategy is to acquire additional parking facilities that we believe will produce rental revenues in excess of our cost of capital used to acquire the parking facilities. We intend to grow our business by investing primarily in parking facilities in core, urban high-barrier markets with proximity to multiple key demand drivers and with high replacement costs. Because of our management team’s long experience in the parking industry, we often receive pre-market calls for parking facilities that are not yet being marketed for sale, as well as pre-marketing notices for parking facilities. As such, we have a pipeline of acquisitions that we believe is both bespoke and actionable, that we believe are off-market and largely unavailable to our competitors. We intend to continue to consolidate the industry through acquisitions, partnering with both owners and tenant operators, to create a meaningful pipeline and scale.

Results of Operations for the six months ended June 30, 2022, compared to the six months ended June 30, 2021.

The $6,256,000 increase in revenues for the six months ended June 30, 2022, which includes reimbursement revenue, is primarily attributable to (1) an aggregate increase in base rent income and percentage rent income of $596,000 and $3,282,000, respectively, related to five parking facilities acquired in the third and fourth quarters of 2021 and one property acquired during the second quarter of 2022 and (2) a decrease in base rent income and management income and an offsetting increase in percentage rent income as a result of the New Lease Structure.

In 2021, we began amending certain leases to the New Lease Structure. Under this structure, tenants pay base rent (typically $500 - $1,000 per month) and percentage rent equal to a designated percentage, typically ninety (90%), of the amount by which gross revenues at the property during any lease year exceed a negotiated base amount. We negotiate base rent, percentage rent, and the base amount used in the calculation of percentage rent based on economic factors applicable to the particular parking facility and geographic market. Under the new

Lease Structure, the majority of the revenue earned is variable in nature and classified as percentage rent, whereas under the previous lease and management agreements in effect during 2021, the majority of revenue was classified as either base rent or management income. As of June 30, 2021, there were 15 properties on property management agreements that are now under the New Lease Structure resulting in monthly base rent and percentage rent in lieu of management income. As of June 30, 2022, 30 of our leases, or 66.7%, are governed under the New Lease Structure.

The management income for the three months ended June 30, 2022 is attributable to operator collections for a management agreement that was converted into the New Lease Structure at the beginning of 2022.

The $1,378,000 increase in property taxes during the six months ended June 30, 2022 compared to June 30, 2021 is attributable primarily to (1) approximately $1,320,000 related to new acquisitions, including the five properties acquired during the third and fourth quarters of 2021 and one property acquired during the second quarter of 2022 and (2) the New Lease Structure, which increased the property tax burden on us as we are solely responsible for the property tax payments under the New Lease Structure.

See Note D – Acquisitions and Dispositions of Investments in Real Estate in the Notes to the Condensed Consolidated Financial Statements of this proxy statement/prospectus for additional information.

The $1,012,000 increase in property operating expense during the six months ended June 30, 2022 compared to June 30, 2021 is attributable primarily to increased insurance, professional services related to engineering surveys and other operating expenses attributable to the five properties acquired during the third and fourth quarters of 2021 and one property acquired during the second quarter of 2022.

The $528,000 increase in general and administrative expenses during the six months ended June 30, 2022 compared to June 30, 2021 is primarily attributable to an increase in payroll and related expenses of approximately $393,000, compensation costs for the Performance Units granted on May 27, 2022 of $391,000, and an increase in travel and other office related expenses of $379,000. This was partially offset by a decrease in corporate directors and officers insurance of $566,000 and a related refund of $50,000.

Professional fees decreased approximately $268,000 during the six months ended June 30, 2022 compared to June 30, 2021. The decrease was primarily due to the settlement of previously disclosed legal investigations. This was offset by an increase in consulting and accounting fees for the six months ended June 30, 2022 compared to the same period in the prior year.

See Note C – Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements of this proxy statement/prospectus for additional information.

During the six months ended June 30, 2022, we incurred approximately $2.5 million in organizational and offering costs in connection with the Merger primarily attributable to legal and accounting fees.

The $1,472,000 increase in depreciation and amortization expenses during the six months ended June 30, 2022 compared to June 30, 2021 is primarily due to the five properties acquired during the third and fourth quarters of 2021, one property acquired during the second quarter of 2022, and the $4.0 million of technology acquired as a result of the transactions contemplated by the Purchase Agreement.

The increase in interest expense of approximately $1.4 million during the six months ended June 30, 2022 compared to the same period in the prior year is primarily attributable (1) to the new loans assumed as part of the transactions contemplated by the Purchase Agreement, (2) a previously unencumbered property included in the Credit Facility and (3) the acquisition of a new garage in the second quarter of 2022 financed under the Credit Facility. Total notes payable amortization costs for the six months ended June 30, 2022 and 2021, was approximately $234,000 and $149,000, respectively. Total line of credit amortization costs for the six months ended June 30, 2022 was approximately $452,000.

See Note I – Notes Payable and Paycheck Protection Program Loan and Note D – Acquisitions and Dispositions of Investments in Real Estate in the Notes to the Condensed Consolidated Financial Statements of this proxy statement/prospectus for additional information.

During May 2021, MIC received notification from the U.S. Small Business Administration, or SBA, stating that the first round paycheck protection program loan was forgiven in full in the amount of $348,000.

During April 2022, MIC received notification from the SBA stating that the second round paycheck protection program loan was forgiven in full in the amount of $328,00.

Results of Operations for the year ended December 31, 2021 compared to the year ended December 31, 2020.

The $3,830,000 increase in revenues for the year ended December 31, 2021, which includes reimbursement revenue, is primarily attributable to (1) an aggregate increase in base rent income and percentage rent income of $324,000 and $3,024,000 related to five parking facilities acquired in the third and fourth quarters of 2021, (2) a decrease in base rent and management income and an offsetting increase in percentage rent income as a result of the New Lease Structure and (3) increased demand for parking during the year ended December 31, 2021 compared to December 31, 2020 as a result of partial recovery from COVID-19 restrictions implemented during 2020. As a result of the COVID-19 pandemic, we transitioned certain leases to management agreements in 2020. Under these management agreements, the tenant operated the property on our behalf and paid their operating expenses from gross parking revenue and was required to remit an agreed upon percentage of the remainder to us instead of base rent payments. Revenues from these properties are recorded as management income.

In 2021, we began amending certain leases to the New Lease Structure. Under this structure, tenants pay base rent (typically $500 to $1,000 per month) and percentage rent in an amount equal to a designated percentage, typically ninety percent (90.0%), of the amount by which gross revenues at the property during any lease year exceed a negotiated base amount. We negotiate base rent, percentage rent and the base amount used in the calculation of percentage rent based on economic factors applicable to the particular parking facility and geographic market. Under the New Lease Structure, the majority of the revenue earned is variable in nature and classified as percentage rent, whereas under the previous lease and management agreements in effect during 2021, the majority of revenue was classified as either base rent or management income. As of December 31, 2022, there were 15 properties on property management agreements that are now under the New Lease Structure resulting in monthly base rent and percentage rent in lieu of management income. As of February 1, 2022, 28 of our leases, or 63.6%, are structured under the New Lease Structure.

The $583,000 increase in property taxes from $4,799,000 for the year ended December 31, 2020 to $5,382,000 for the year ended December 31, 2021 is due to properties acquired during the third and fourth quarter of 2021.

See Note D to the Audited Financial Statements – Acquisitions and Dispositions of Investments in Real Estate in the Notes to the Consolidated Financial Statements of this proxy statement/prospectus for additional information.

The $87,000 increase in property operating expense from $1,496,000 for the year ended December 31, 2020 to $1,583,000 for the year ended December 31, 2021 is due to the acquisition of five properties during the third and fourth quarter of 2021.

The $501,000 increase in general and administrative expenses from $6,029,000 for the year ended December 31, 2020 to $6,530,000 for the year ended December 31, 2021 is primarily attributable to an increase in payroll and related expenses of approximately $519,000, partially offset by a decrease in office rent and other administrative expenses.

The $1,675,000 increase in professional fees from $970,000 for the year ended December 31, 2020 to $2,645,000 for the year ended December 31, 2021 is attributable primarily to lower insurance proceeds received to reimburse us for legal fees for claims made against the director and officer insurance policy compared to the same period in the prior year. These reimbursements were related to legal expenses incurred relating to lawsuits filed in 2019 and an SEC investigation, which was initiated in June of 2019.

See Note C to the Audited Financial Statements – Commitments and Contingencies in the Notes to the Consolidated Financial Statements of this proxy statement/prospectus for additional information.

No impairment was recorded during the year ended December 31, 2021. During the year ended December 31, 2020, we recorded approximately $14,115,000 of asset impairment charges. These charges were recorded to write down the carrying value of these assets to their current fair values.

See Note B to the Audited Financial Statements – Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements of this proxy statement/prospectus for additional information.

The $644,000 increase in depreciation and amortization expenses from $5,206,000 for the year ended December 31, 2020 to $5,812,000 for the year ended December 31, 2021 is due to properties acquired during the third and fourth quarters of 2021.

The $262,000 increase of interest expense from $9,274,000 for the year ended December 31, 2020 to $9,536,000 for the year ended December 31, 2021 was primarily attributable to the new loans assumed as part of the closing of the transactions contemplated by the Purchase Agreement, and due to higher loan balances and higher interest rates on our private loan balances of approximately $11.6 million partially offset by a lower interest rate on our $55.4 million variable rate loans. Total loan amortization cost for the years ended December 31, 2021 and 2020, was approximately $0.3 million and $0.8 million, respectively.

For additional information see Note I to the Audited Financial Statements — Notes Payable and Paycheck Protection Program Loan in the Notes to the Consolidated Financial Statements of this proxy statement/prospectus for additional information.

There were no sales of investments in real estate during the year ended December 31, 2021. On May 26, 2020, we sold a parking garage in San Jose, California for cash consideration of $4.1 million to a third-party buyer. We used $2.5 million of the net proceeds to pay off the existing promissory note secured by MVP San Jose 88 Garage, LLC. The gain on sale was approximately $700,000.

In May 2021, MIC received notification from the SBA stating that the round 1 PPP loan was forgiven in the amount of approximately $348,000.

In connection with the closing of the transactions contemplated by the Purchase Agreement and the change in structure of the investment in DST, amounts of approximately $191,000 owed to the Former Advisor were forgiven.

In January 2020, we earned $144,000 from a tenant for the early termination of the parking lease at MVP Memphis Poplar.

On November 23, 2020, MIC entered into a settlement agreement, or the Settlement Agreement, with a third-party service provider. Under the terms of the Settlement Agreement, MIC received proceeds of approximately $400,000 and the forgiveness of approximately $200,000 due the provider, as of the date of the settlement. The settlement proceeds are included in other income and the forgiveness of the previously incurred unpaid debts aggregating approximately $200,000 is included as reduction in professional fees in the accompanying statement of operations.

Income from DST increased by $326,000, from $34,000 for the year ended December 31, 2020 to $360,000 for the year ended December 31, 2021.

In connection with the closing of the transactions contemplated by the Purchase Agreement, management determined the change in structure of its investment in DST was deemed a reconsideration event. Based on management’s evaluation, we began consolidating the investment in DST as of August 25, 2021, resulting in a gain of approximately $360,000 for the year ended December 31, 2021.

For additional information see Note K to the Audited Financial Statements – Variable Interest Entities in the Notes to the Consolidated Financial Statements of this proxy statement/prospectus for additional information.

As of the closing of the transactions contemplated by the Purchase Agreement, transaction expenses of $12,224,000, including investment banking, legal, lender consent and employee severance costs, and the settlement of the deferred management internalization liability of $10,000,000 were recorded in transaction expenses and settlement of deferred management internalization, respectively, in the Statement of Operations during the year ended December 31, 2021.

MIC has incurred net losses since its inception and we anticipate net losses and negative operating cash flows for the near future and we may not be profitable or realize growth in the value of our portfolio. For the three months ended June 30, 2022, MIC had a net loss of approximately $4.0 million and had approximately $14.0 million in cash, cash equivalents and restricted cash. For the year ended December 31, 2021, MIC had a net loss of approximately $12.4 million and had approximately $16.7 million in cash, cash equivalents and restricted cash. In connection with preparing the consolidated financial statements as of June 30, 2022 and for the year then ended, management evaluated the extent of the impact from the COVID-19 pandemic on MIC’s business and its future liquidity for one year from the issuance of the June 30, 2021 financial statements.

Our short-term and long-term liquidity needs will consist primarily of funds necessary for payments of indebtedness, acquisitions of assets, development of properties and capital expenditures. Existing development activities expected to be completed in the near-term are expected to cost approximately $2.5 million.

Effective March 29, 2022, MIC secured a $75.0 million loan with a $75.0 million accordion feature. The initial $75.0 million will be used for debt maturities in 2022, whereas the accordion can be utilized for acquisitions, capital expenditures and other working capital requirements. This refinancing significantly reduced cash paid for interest payments, thus improving our cash position, as well as provided flexibility for working capital and growth via acquisitions. We expect to assume this loan in connection with the Merger.

For a further discussion of our operational history and the factors affecting our net losses, see “Selected Combined Historical and Pro Forma Financial Information” and the combined and condensed financial statements appearing elsewhere in this proxy statement/prospectus.

Our principal source of funds to meet our operating expenses, pay debt service obligations and make distributions to our shareholders will be rents from tenants at our parking facilities. Our operating expenses as a public company will be higher after the completion of the MIT IPO and the Merger. These additional costs are currently estimated to be $ per year. We believe that, upon completion of the MIT IPO and the Merger, our operating cash flows will be sufficient to meet our operating expenses, pay debt service obligations and make distributions to our shareholders for the foreseeable future.

Our future acquisitions or development of properties cannot be accurately projected because such acquisitions or development activities depend upon available opportunities that come to our attention and upon our ability to successfully acquire, develop and lease such properties. However, we have identified a pipeline of acquisition opportunities that we believe is bespoke and actionable, while being largely off-market and unavailable to our competitors. As of , 2022, we have identified and are evaluating a total of parking facilities with more than $ million in asset value as potential acquisition targets, and we are negotiating or have entered into LOIs with respect to of these facilities for an aggregate purchase price of approximately $ million. As of June 30, 2022, MIT had $20,000 in cash and no cash equivalents. Upon the completion of the MIT IPO and the application of the net proceeds therefrom and the Merger, we expect to have $ of cash. To qualify for taxation as a REIT under the IRC, MIT generally will be required to distribute annually at least 90% of its REIT taxable income, subject to specified adjustments and excluding any net capital gain. This distribution requirement will limit MIT’s ability to retain earnings and thereby provide capital for its operations or acquisitions. In order to fund cash needs that may result from timing differences between MIT’s receipt of rents and MIT’s desire or need to make distributions, to pay operating or capital expenses or to fund any future property acquisitions, development or redevelopment efforts, we expect MIT to maintain the Credit Facility. We expect MIT to use borrowings under the Credit Facility and net proceeds from offerings of equity or debt securities to fund any future property acquisitions, development or redevelopment efforts. MIT may also assume mortgage debt in connection with future acquisitions.

Although we have no present intention to do so, we also may sell properties that we own or place mortgages on properties that we own to raise capital.

We have no commercial paper outstanding, nor have we entered into any swaps or hedges.

The following table summarizes our cash flows for the six months ended June 30, 2022 and 2021:

Comparison of the six months ended June 30, 2022 to the six months ended June 30, 2021:

Our cash and cash equivalents and restricted cash were approximately $14.0 million as of June 30, 2022, which was an increase of approximately $7.1 million from the balance of $6.9 million as of June 30, 2021.

Net cash provided by operating activities during the six months ended June 30, 2022 was approximately $1.3 million, compared to approximately $2.1 million for the six months ended June 30, 2021. The increase in cash provided by operating activities was primarily attributable to an increase in accounts payable resulting from increased organizational and offering costs related to the Merger.

Net cash used in investing activities for the six months ended June 30, 2022 was approximately $18.9 million primarily attributable to the purchase of an additional real estate investment in the second quarter of 2022 as well as additions to building improvements and intangible assets. There was no cash used in or provided by investing activities during the six months ended June 30, 2021.

Net cash provided by financing activities for the six months ended June 30, 2022 was approximately $14.9 million compared to approximately $1.1 million net cash provided by financing activities for the three months ended June 30, 2021. The increase in cash provided by financing activities was primarily attributable to proceeds from the Credit Facility of $73.7 million, including $17.6 million which was used in the acquisition of one property during the second quarter of 2022. This was partially offset by the repayment of $55.1 million of notes payable and an increase in loan fees resulting from the Credit Facility during the six months ended June 30, 2021.

Comparison of the year ended December 31, 2021 to the year ended December 31, 2020:

The following table summarizes our cash flows for the years ended December 31, 2021 and 2020:

Our cash and cash equivalents and restricted cash were approximately $16.7 million as of December 31, 2021, which was an increase of approximately $8.8 million from the balance of $7.9 million at December 31, 2020.

Net cash used in operating activities for the year ended December 31, 2021 was approximately $20.1 million, compared to approximately $6.3 million for the year ended December 31, 2020. The increase was primarily due to transaction expenses of approximately $12.2 million in 2021 contributing to a higher net loss, net of non-cash items, than during 2020.

Net cash used in investing activities for the year ended December 31, 2021 was approximately $20.3 million, compared to approximately $1.5 million net cash provided by investing activities for the year ended December 31, 2020. The increase in cash used in investing activities is due to the purchase of two additional real estate investments on September 9, 2021 and November 3, 2021 for aggregate net consideration of approximately $19.5 million, after expenses.

Net cash provided by financing activities for the year ended December 31, 2021 was approximately $49.0 million compared to approximately $1.1 million provided by financing activities for the year ended December 31, 2020. The change in cash provided by financing activities was primarily due to the cash contribution at the closing of the transactions contemplated by the Purchase Agreement and the $20.0 million cash consideration received in connection with the Purchase Agreement on November 2, 2021.

On March 29, 2022, MIC entered into the Credit Facility, which we expect to assume in connection with the Merger. The initial $75.0 million has been used to refinance certain of our current loans for various properties and will also be available for our general corporate purposes, including liquidity, acquisitions and working capital. We will borrow under the Credit Facility in U.S. dollars, and we expect borrowings under the Credit Facility to bear interest at a floating rate based upon a Secured Overnight Financing Rate, or SOFR, benchmark rate or an alternate base rate, plus a margin of between 1.75% and 3.00%, with respect to SOFR loans, or 0.75% to 2.00%, with respect to base rate loans, based on our leverage ratio as calculated pursuant to the Credit Facility.

The obligations under the Credit Agreement are guaranteed by us and other guarantors. The Credit Agreement contains customary representations, warranties, conditions to borrowing, covenants and events of default, including certain covenants that limit or restrict, subject to certain exceptions, the ability of us, the Operating Partnership and our other subsidiaries to sell or transfer assets, enter into a merger or consolidate with another company, create liens, make investments or acquisitions or incur certain indebtedness. The Credit Agreement also includes financial covenants that require us to (i) maintain a total leverage ratio not to exceed 65.0%, (ii) not to exceed certain fixed charge coverage ratios, and (iii) maintain a certain tangible net worth.

The Credit Facility matures on April 1, 2023, as may be extended pursuant to the terms of the Credit Agreement. As of August 19, 2022, $73.7 million was outstanding under the Credit Facility.

Our loan with Bank of America, N.A. for the MVP Detroit Center Garage requires us to maintain approximately $2.3 million in liquidity at all times, which is defined as unencumbered cash and cash equivalents. As of the date of this proxy statement/prospectus, we are in compliance with this lender requirement.

We may establish capital reserves with respect to particular investments. We also may, but are not required to, establish reserves out of cash flow generated by investments or out of net sale proceeds in non-liquidating sale transactions. Working capital reserves are typically utilized to fund tenant improvements, leasing commissions and major capital expenditures. Our lenders also may require working capital reserves.

To the extent that the working capital reserve is insufficient to satisfy our cash requirements, additional funds may be provided from cash generated from operations or through short-term borrowing, if such borrowing becomes available in the future or sale or issuance of OP Units. In addition, subject to certain exceptions and limitations, we may incur indebtedness in connection with the acquisition of any real estate asset to the extent such indebtedness becomes available to us in the future, refinance the debt thereon, arrange for the leveraging of any previously unencumbered property or reinvest the proceeds of financing or refinancing in additional properties.

Pursuant to the closing of the transactions contemplated by the Purchase Agreement, we recorded a $6.0 million loan with Cantor Commercial Real Estate upon the consolidation of its investment in DST.

Over time, management intends to both extend and sculpt our maturity wall, so that our maturities are spread over multiple years. As of August 19, 2022, we have significant CMBS debt with prohibitive defeasance terms, which will limit our ability to refinance our CMBS debt prior to the maturity date or any permitted prepayment date. As our loans approach maturity or any permitted prepayment date we will assess the lowest cost, most flexible options available to us and refinance those loans accordingly. Our intent over the mid-term period is to work with lending relationships to maintain a revolver that can address upcoming maturities, should market conditions not permit us to refinance with longer-term debt.

Pursuant to the closing of the transactions contemplated by the Purchase Agreement, we refinanced the following loans with VRMI and VRMII. Each loan is interest only, bears interest at 7.0% and matures on August 25, 2022. On July 5, 2022, VRMI merged with and into Suncrest Holdings, LLC, or Suncrest, an entity managed by an entity majority owned and controlled by Michael Shustek, our former chief executive officer. On July 11, 2022, Suncrest assigned and sold five of the six notes issued originally by VRMI to certain of the subsidiaries of MIC as described in Note P - Subsequent Events in the Notes to the Condensed Consolidated Financial Statements of this proxy statement/ prospectus, collectively, the VRMI Notes to VRMII. As a result, the obligations of the MIC subsidiaries under the five VRMI Notes, including all repayment obligations, are now owed to VRMII. All of the loans evidenced by the VRMI Notes mature and are payable in full on August 25, 2022.

On February 8, 2021, MVP Milwaukee Old World, LLC and MVP Milwaukee Clybourn, LLC, two of our subsidiaries, entered into an Amended and Restated Promissory Note Agreement with multiple lenders. The agreement increased the interest rate from 8.0% to 9.0%, an additional $845,000 was funded increasing the note balance to $1,807,000 and the maturity date of the note was extended to December 31, 2021. On July 14, 2021, MVP Milwaukee Old World, LLC and MVP Milwaukee Clybourn, LLC, entered into an Amended and Restated Promissory Note Agreement with multiple lenders. An additional $255,000 was funded increasing the note balance to $2,062,000. All other terms of this note remained the same. This loan was refinanced with VRMI at the closing of the transactions contemplated by the Purchase Agreement and bears interest at 7.0% and matures on August 25, 2022.

On March 12, 2021, MVP Cincinnati Race St., LLC, our subsidiary, entered into an Amended and Restated Promissory Note Agreement with multiple lenders, pursuant to which an additional $900,000 was funded, increasing the note balance to $3,450,000, extending the maturity date of the note to December 31, 2021, and increasing the interest rate to 9.0%. All other terms of this note remained the same. This loan was refinanced with VRMII at the closing of the transactions contemplated by the Purchase Agreement and bears interest at 7.0% and matures on August 25, 2022.

During 2021, we issued a $1,200,000 Convertible Promissory Note to Color Up. The note accrued interest at a rate of 7.0% per annum and had a maturity date of December 31, 2021, unless an amount equal to the principal and accrued interest was converted into limited partnership interests of the Operating Partnership at the closing of the transactions contemplated by the Purchase Agreement. The notes with Color Up were paid in full at the closing of the transactions contemplated by the Purchase Agreement.

On March 22, 2018, MIC suspended the payment of distributions on MIC common stock. Shares of MIC common stock will convert into the right to receive MIT Class B common shares in the Merger, and we intend to pay distributions on MIT common shares in the future. The timing and amount of any distributions will be determined at the discretion of our board of trustees and will depend on various factors that our board of trustees deems relevant.

MIC did not repurchase any of its shares during the year ended December 31, 2021 or the six months ended June 30, 2022.

From inception through June 30, 2022, MIC paid approximately $1.8 million in cash, issued 83,437 shares of MIC common stock pursuant to its Dividend Reinvestment Plan, or DRIP, and issued 153,826 shares of MIC common stock in distributions to MIC’s stockholders. All of the cash distributions were paid from offering proceeds and constituted a return of capital. On March 22, 2018, MIC suspended payment of distributions and as such there are currently no distributions to invest in the DRIP. On March 24, 2020, the MIC board of directors suspended all repurchases, even in the case of a stockholder’s death. We expect to resume the DRIP following the completion of the MIT IPO and the initial payment of distributions.

On March 24, 2020, the MIC board of directors unanimously authorized the suspension of the payment of distributions on the Series A Preferred Stock and Series 1 Preferred Stock; however, such distributions will continue to accrue in accordance with the terms of the Series A Preferred Stock and Series 1 Preferred Stock.

As of June 30, 2022 and 2021, approximately $501,000 and $286,000 of accrued and unpaid Series A Preferred Stock distributions, respectively, are included in accounts payable and accrued liabilities on the consolidated balance sheet.

As of June 30, 2022 and 2021, approximately $6.5 million and $3.7 million of accrued and unpaid Series 1 Preferred Stock distributions, respectively, are included in accounts payable and accrued liabilities on the consolidated balance sheet.

See “Description of MIT Shares of Beneficial Interest” in this proxy statement/prospectus and Note O — Equity in the Notes to the Consolidated Financial Statements of this proxy statement/prospectus for a discussion of the MIC Preferred Stock.

In connection with the closing of the transactions contemplated by the Purchase Agreement, MIC entered into the Warrant Agreement with Color Up pursuant to which MIC issued 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 $20.0 million. Each whole Common Share Warrant entitles the registered holder thereof to purchase one whole share of MIC common stock at the Common Share Warrant Price, subject to customary adjustments, at any time following a “Liquidity Event,” which is defined as an initial public offering and/or listing of the MIC common stock on the Nasdaq Global Market, the Nasdaq Global Select Market, or the NYSE. The Common Share Warrants will expire five years after the date of the Warrant Agreement. We will assume the Common Share Warrants in the Merger.

We assess our warrants as either equity or a liability based upon the characteristics and provisions of each instrument. Warrants classified as equity are recorded at fair value as of the date of issuance on our balance sheet and no further adjustments to their valuation are made. Our management estimates the fair value of these warrants using option pricing models and assumptions that are based on the individual characteristics of the warrants or other instruments on the valuation date, as well as assumptions for future financings, expected volatility, expected life, yield and risk-free interest rate. As of June 30, 2022, all outstanding warrants, including the Common Share Warrants, issued by MIC were classified as equity.

See “Certain Relationships and Related Person Transactions” and “Description of MIT Shares of Beneficial Interest” in this proxy statement/prospectus and Note O — Equity in the Notes to the Consolidated Financial Statements of this proxy statement/prospectus for a discussion of our warrants.

We have relationships and historical and continuing business with Bombe, Color Up, HS3 and others related to them. Color Up was formed for the purpose of consummating the transactions contemplated by the Purchase Agreement and investing in MIC common stock as described in “Certain Relationships and Related Person Transactions” and Note E — Related Party Transactions and Arrangements in the Notes to the Consolidated Financial Statements in this proxy statement/prospectus. Mr. Chavez, a manager and the chief executive officer of Color Up, was elected chairman of the MIC board of directors and appointed chief executive officer of MIC, effective August 25, 2021. Ms. Hogue, a manager and the president of Color Up, was appointed president of MIC and a member of the MIC board of directors, effective August 25, 2021. Mr. Osher, also the third manager of Color Up, was elected to the MIC board of directors, effective August 25, 2021. Mr. Osher is a control person of HS3 and a member of Color Up. On August 25, 2021, MIC also entered into the MIC Employment Agreements with each of Mr. Chavez and Ms. Hogue, which we will assume in the Merger, as more fully described in this proxy statement/prospectus.

Bombe is currently MIT’s sole shareholder. Mr. Chavez is the founder and is a managing partner of Bombe and has been its chief executive officer since 2017. Ms. Hogue has been a managing partner of Bombe since 2020.

As of the date of this proxy statement/prospectus, MIT has 1,000 common shares outstanding, all of which are beneficially owned by Mr. Chavez and Ms. Hogue through Bombe. As of August 19, 2022, Mr. Chavez, Ms. Hogue and Mr. Osher beneficially owned as the controlling persons of Color Up, 2,624,831 shares of MIC common stock, or 33.8% of the outstanding shares of MIC common stock as of such date, the Common Share Warrants to purchase 1,702,128 shares of MIC common stock and 7,495,090 OP Units, or approximately 44.2% of the outstanding OP Units as of such date. Mr. Osher beneficially owned through HS3 an additional 1,702,128 OP Units,or approximately 10.0% of the outstanding OP Units as of such date, and 425,532 Class A Units. As of the date of this proxy statement/prospectus, Color Up and HS3 are the limited partners of the Operating Partnership; however, we understand that following the Merger, Color Up will be dissolved and its interests in the Operating Partnership will be distributed to the Color Up Members. We understand that the Color Up Members will each further distribute the interests received by them to their respective members or partners and that the final direct holders of the interests will become limited partners of the Operating Partnership.

For further information about these relationships and related person transactions, see “Certain Relationships and Related Person Transactions” and Note E — Related Party Transactions and Arrangements in the Notes to the Consolidated Financial Statements in this proxy statement/prospectus. In addition, see “Risk Factors” in this proxy statement/prospectus for a description of risks that may arise as a result of these and other related person transactions and relationships. We may engage in transactions with related persons in the future, including transactions with Bombe, Color Up, HS3 or persons affiliated with them.

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. MIC’s current management team has implemented strategies to begin to remediate MIC’s REIT status, primarily through the introduction of the New Lease Structure. These strategies, as implemented, will facilitate our ability to elect REIT status following the closing of the MIT IPO and the Merger for our 2022 taxable year. As discussed under “—REIT Qualification Requirements” in this proxy statement/prospectus, so long as MIT is not considered a “successor” to MIC under the IRC and the applicable Treasury Regulations, MIT may elect REIT status for its taxable year ending December 31, 2022. However, if MIT is 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. We believe that MIT will not be considered a “successor” to MIC for purposes of such provisions. See “Material Federal Income Tax Considerations—REIT Qualification Requirements”.

Our accounting estimates have been established in conformity with GAAP. The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If management’s judgment or interpretation of the facts and circumstances relating to various transactions is different, it is possible that different accounting policies will be applied, or different amounts of assets, liabilities, revenues and expenses will be recorded, resulting in a different presentation of the financial statements or different amounts reported in the financial statements.

Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses. Below is a discussion of the accounting policies that management considers to be most critical once we commence significant operations. These policies require complex judgment in their application or estimates about matters that are inherently uncertain.

On a periodic basis, we assess our properties for possible impairment and record any impairment charges identified. The first step is the identification of potential triggering events, such as significant decreases in operating results, changes in useful life, a plan to dispose of an asset, or the inability to recover the net book value of the property over its remaining economic life based upon net operating income as forecasted for the current year or future years. In the event that the results of this first step indicate a triggering event for a property, we review the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. These factors require a subjective evaluation based on the specific property and market. If impairment exists, due to the inability to recover the carrying value of a property, the property is written down to fair value and an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income.

All assets acquired and liabilities assumed in an acquisition of real estate accounted for as a business combination are measured at their acquisition date fair values. For acquisitions of real estate accounted for as an asset acquisition, the fair value of consideration transferred by us (including transaction costs) is allocated to all assets acquired and liabilities assumed on a relative fair value basis.

We allocate the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their relative fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. We utilize various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on valuations performed by independent third parties or on our analysis of comparable properties in our portfolio. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of consumer relationships, as applicable. The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant.

Factors considered by us in our analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, considering current market conditions and costs to execute similar leases. In estimating carrying costs, we will include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period. Estimates of costs to execute similar leases including leasing commissions, legal and other related expenses are also utilized.

Above-market and below-market in-place lease values for owned properties are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market and below-market lease intangibles are amortized as a decrease or increase, respectively, to rental income over the remaining term of the lease.

In determining the amortization period for lease intangibles, we initially will consider the likelihood that a lessee will execute the renewal option. The likelihood that a tenant will execute the renewal option is determined by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.

The value of in-place leases is amortized to expense over the initial term of the respective leases. The value of intangibles is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease intangibles is charged to expense.

In making estimates of fair values for purposes of allocating purchase price, we will utilize several sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. We will also consider information obtained about each property as a result of our pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. These factors require a subjective evaluation based on the specific property and market.

We are exposed to risks associated with market changes in interest rates. We manage our exposure to this market risk by monitoring available financing alternatives. Other than as described below, we do not foresee any significant changes in our exposure to fluctuations in interest rates or in how we manage this exposure in the near future.

Fixed Rate Debt. At June 30, 2022, our outstanding fixed rate debt consisted of the following:

The principal balance, annual interest rate and annual interest expense are the amounts stated in the applicable contracts. In accordance with GAAP, our carrying value and recorded interest expense may differ from these amounts because of market conditions at the time we assumed these debts.

Because these debts require interest to be paid at fixed rates, changes in market interest rates during the terms of these obligations will not affect our interest obligations. If these debts were refinanced at interest rates which are 100 basis points higher or lower than shown above, our annual interest cost would increase or decrease by approximately $ .

Changes in market interest rates would affect the fair value of our fixed rate debt obligations. Increases in market interest rates decrease the fair value of our fixed rate debt, while decreases in market interest rates increase the fair value of our fixed rate debt. Based on the balances outstanding at December 31, 2021 and discounted cash flow analyses through the maturity dates, and assuming no other changes in factors that may affect the fair value of our fixed rate debt obligations, a hypothetical immediate 100 basis point change in interest rates would change the fair value of these obligations by approximately $ .

Floating Rate Debt. At June 30, 2022, we had no outstanding floating rate debt.

In addition, on March 29, 2022, MIC entered into the Credit Facility, which we expect to assume in connection with the Merger. We will borrow under this Credit Facility in U.S. dollars, and we expect borrowings under the Credit Facility to bear interest at a floating rate based upon a SOFR benchmark rate or an alternate base rate, plus a margin of between 1.75% and 3.00%, with respect to SOFR loans, or 0.75% to 2.00%, with respect to base rate loans, based on the Company’s leverage ratio as calculated pursuant to the Credit Facility. Accordingly, we will be exposed to changes in the U.S. dollar based short term rates, specifically SOFR.

A change in interest rates would not affect the value of outstanding floating rate debt but would affect our operating results. The following table shows the impact of a 1% per year change in interest rates on our operating results assuming that our outstanding debt will be $ at the interest rate that would have been applicable on June 30, 2022.

The foregoing table shows the impact of an immediate 1% change in interest rates. If that interest rate change occurred over time, the change would occur over time as well.

Our exposure to changes in interest rates will increase or decrease in the future with increases or decreases in the amount of the Credit Facility and any other floating rate debt that we may have outstanding. For example, if the full $75 million amount of the Credit Facility is outstanding and the applicable interest rate changed by 1% per year, our interest obligation would increase or decrease by $750,000 per year, or $ per share.

The following tables set forth certain information with respect to the beneficial ownership of MIC common stock as of the close of business on August 19, 2022 (except as noted in the footnotes below), by: each current member of the MIC board of directors; each named executive officer appearing in the MIC Definitive Proxy Statement on Schedule 14A for MIC’s 2021 annual meeting of stockholders filed with the SEC on November 16, 2021; MIC executive officers and all current members of shares of the MIC board of directors as a group; and any person who is known by MIC to beneficially own more than 5% of the issued and outstanding MIC common stock based on MIC’s review of the reports regarding ownership of MIC common stock filed with the SEC in accordance with Sections 13(d) and 13(g) of the Exchange Act.

Immediately prior to the MIT IPO and the Merger, Bombe is, and will continue to be until the completion of the MIT IPO, the only holder of MIT common shares. As of August 19, 2022, Mr. Chavez and Ms. Hogue beneficially owned 1,000 MIT common shares through Bombe.

For purposes of this section unless otherwise indicated, references to “we”,“our” and “us” mean only MIT, and not MIC.

A “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) or a proposed transaction in which (i) we were, are or will be a participant, (ii) the amount involved exceeds $120,000 and (iii) any related person had, has or will have a direct or indirect material interest.

A “related person” means any person who is, or at any time since January 1, 2019 was:

Policies and Procedures Concerning Conflicts of Interest and Related Person Transactions

Effective prior to the completion of the MIT IPO, we will adopt a code of business conduct and ethics, or our code of conduct, the provisions of which are intended to help us identify and adequately address or mitigate actual, potential or alleged conflicts of interest. This code of conduct and our governance guidelines will address review and approval of activities, interests or relationships that conflict with, or appear to conflict with, our interests, including related person transactions. Persons subject to our code of conduct and governance guidelines will be under a continuing obligation to disclose any such conflicts of interest and may pursue a transaction or relationship which involves such conflicts of interest only if the transaction or relationship has been approved as follows:

The following is a summary of provisions of our declaration of trust and bylaws that will be in effect effective prior to the completion of the MIT IPO affecting certain transactions with related persons. Although it is a summary of the material terms, it does not contain all the information that may be important to you. If you would like more information, you should read the form of our declaration of trust which will be in effect upon the completion of the MIT IPO, which has been filed as an exhibit to the Form S-4 of which this proxy statement/prospectus is a part. Under our declaration of trust and bylaws:

The failure of any such contract or other transaction to satisfy any of the criteria set forth above will not create any presumption that such contract or other transaction is void, voidable or otherwise invalid, and any such contract or other transaction will be valid to the maximum extent permitted by Maryland law. However, if the proposed contract or other transaction is not approved by either a majority of disinterested trustees or disinterested shareholders, as noted above, the burden of proving that the contract or other transaction is fair and reasonable to us shifts to the person asserting the validity of the contract or other transaction.

Certain related person transactions described in this proxy statement/prospectus were reviewed and approved or ratified in accordance with our policies, Code of Ethics, declaration of trust and bylaws, and Maryland law. In the event of doubt, an officer or trustee of must disclose a suspected related person transaction to our Director of Compliance, who may then engage the Chair of the audit committee to determine if the transaction requires the approvals set forth in the Code of Ethics. A copy of our Code of Ethics that will be in effect effective prior to the completion of the MIT IPO, will be posted on our website following such time and also may be obtained free of charge by writing to Secretary, c/o Mobile Infrastructure Trust, 30 W. 4th Street, Cincinnati, Ohio 45202.

Certain historical related person transactions described in this proxy statement/prospectus were reviewed and approved or ratified in accordance with MIC’s then existing policies, Code of Ethics, articles of incorporation and bylaws, and Maryland law.

Prior to August 25, 2021, the Special Committee of the MIC board of directors approved the Purchase Agreement, described below. In connection with the closing of the transactions contemplated by the Purchase Agreement, Messrs. Dawson, Aalberts and Shustek resigned from their positions as directors of MIC and the Color Up Designated Directors and Danica Holley were elected to the MIC board of directors.

Color Up was formed for the purpose of consummating the transactions contemplated by the Purchase Agreement and investing in MIC common stock. Mr. Chavez, a manager and the chief executive officer of Color Up, was elected chairman of the board and appointed chief executive officer of MIC, effective August 25, 2021. Ms. Hogue, a manager and the president of Color Up, was appointed president of MIC and a member of the MIC board of directors, effective August 25, 2021. Mr. Osher, the third manager of Color Up, was elected to the MIC board of directors, effective August 25, 2021. Mr. Osher is a control person of HS3, a member of Color Up. On August 25, 2021, MIC also entered into the MIC Employment Agreements with each of Mr. Chavez and Ms. Hogue as more fully described in this proxy statement/prospectus.

Bombe is currently our sole shareholder. Mr. Chavez is the founder and is a managing partner of Bombe and has been its chief executive officer since 2017. Ms. Hogue has been a managing partner of Bombe since 2020. As of the date of this proxy statement/prospectus, we have 1,000 common shares outstanding, all of which are beneficially owned by Mr. Chavez and Ms. Hogue through Bombe.

As of the date of this proxy statement/prospectus, Mr. Chavez, Ms. Hogue and Mr. Osher beneficially owned as controlling persons of Color Up, 2,624,831 shares of MIC common stock, or 33.8% of the outstanding shares of MIC common stock as of such date, the Common Share Warrants to purchase 1,702,128 shares of MIC common stock and 7,495,090 OP Units, or approximately 44.2% of the outstanding OP Units as of such date. Mr. Osher beneficially owned as the controlling person of HS3 an additional 1,702,128 OP Units or approximately 10.0% of the outstanding OP Units, as of such date, and 425,532 Class A Units. As of the date of this proxy statement/prospectus, Color Up and HS3 are the limited partners of the Operating Partnership; however, we understand that following the Merger, Color Up will be dissolved and its interests in the Operating Partnership will be distributed to the Color Up Members. We understand that the Color Up Members will each further distribute the interests received by them to their respective members or partners and that the final direct holders of the interests will become limited partners of the Operating Partnership.

On May 27, 2022, we and MIC entered into the Merger Agreement. Pursuant to the Merger Agreement, MIC will merge with and into us one business day following completion of the MIT IPO, with MIT surviving. As a result of the Merger, (1) holders of shares of MIC common stock will receive one MIT Class B common share for each whole share of MIC common stock they hold immediately prior to the Effective Time 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. None of the holders of shares of MIC Preferred Stock is a related party of us, our executive officers, directors, trustees or entities associated with them, including Color Up, HS3 and Bombe. MIT will also 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). The MIT Class B common shares are identical to the MIT common shares being offered in the MIT IPO, except that (i) we do not intend to list the MIT Class B common shares on a national securities exchange in connection with the MIT IPO or the Merger and (ii) 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 our 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 are entitled.

Immediately following the consummation of the MIT IPO and simultaneously with the closing of the Merger, we intend to use an amount of the net proceeds we receive in the MIT IPO, equal to the gross proceeds of the MIT IPO minus the underwriting discounts and commissions and certain offering expenses payable by us, to pay the Cash Merger Consideration, $ million of which will be used to pay accrued and unpaid dividends on the MIC Preferred Stock, and we intend to contribute the remaining proceeds to the Operating Partnership in exchange for its issuance of additional OP Units to us. In addition, at the Effective Time, holders of OP Units will receive one Class B common unit in exchange for each OP Unit they hold immediately prior to the Effective Time. The Class B common units will be identical to the OP Units, except that 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 Class B common units), each Class B common unit will automatically, and without any partner action, convert into one OP Unit.

In connection with the Merger, we will assume all of MIC’s rights and obligations under the agreements described below to the extent they are not terminated in connection with or prior to the Merger by virtue of their terms or otherwise. In addition, upon the consummation of the Merger, we will acquire all of MIC’s interest in the Operating Partnership and become its general partner.

On March 7, 2022, we 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 all initial organizational costs and expenditures of our formation as well as the fees and expenses of the MIT IPO and the

Merger (excluding customary underwriting discounts and commissions and other fees and expenses customarily deducted from gross proceeds on the funds flow statement of an initial public offering at settlement), which costs, fees, expenses, and other expenditures include, without limitation, all legal and other advisor fees, the costs and expenditures incurred in connection with the offering that are not customarily deducted from gross proceeds on the funds flow statement of an initial public offering at settlement, and the fees, costs and expenditures of forming and initially organizing us as a Maryland REIT. With respect to customary underwriting discounts and commissions and other fees and expenses customarily deducted from gross proceeds on the funds flow statement of an initial public offering at settlement, the parties intend that the Merger Agreement (and ancillary agreements) and the subsequent integration of MIC will be allocated to MIC. We are not required to reimburse MIC or the Operating Partnership for any of these costs and expenses.

On January 8, 2021, MIC entered into the Purchase Agreement by and among MIC, the Operating Partnership, the Former Advisor, and Color Up. 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 contributed, 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 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 the Common Share 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.

Pursuant to the Purchase Agreement, Color Up agreed that, as promptly as practicable after the closing of the transactions pursuant to the Purchase Agreement, it would commence the tender offer to purchase up to 900,506 shares of MIC common stock, at a purchase price of $11.75 per share, net to the applicable seller in cash, without interest, subject to any required withholding tax, which we refer to as the Tender Offer, and MIC agreed (i) that prior to the closing of the transactions pursuant to the Purchase Agreement, the MIC board of directors would recommend that stockholders of MIC accept the Tender Offer and (ii) to take all steps necessary to cause any offering memorandum relating to the Tender Offer to be distributed to MIC’s stockholders. In the event that MIC’s stockholders tendered a number of shares less than the Tender Offer amount, MIC agreed to, at Color Up’s sole discretion, offer to issue and sell to Color Up the Company Backstop (as defined in the Purchase Agreement) such that Color Up may acquire a total number of shares equal to the Tender Offer amount after giving effect to the Tender Offer and the Company Backstop.

On October 5, 2021, Color Up commenced the Tender Offer upon the terms and subject to the conditions set forth in that certain Offer to Purchase, dated October 5, 2021 and in the related Letter of Transmittal, copies of which are attached as exhibits to Schedule TO filed with the SEC on October 5, 2021, and the MIC board of directors recommended that the stockholders of MIC accept the offer by Color Up to purchase up to 900,506 shares of MIC common stock and tender their shares of MIC common stock pursuant to the Tender Offer. On November 8, 2021, Color Up, following the expiration of the Tender Offer on November 5, 2021, accepted for purchase an aggregate of 878,082 shares of MIC common stock that had been validly tendered and not validly withdrawn pursuant to the Tender Offer at $11.75 per share, or an aggregate consideration of $10,317,468. Also on November 8, 2021, MIC and Color Up entered into a subscription agreement pursuant to which Color Up purchased the remaining 22,424 shares of MIC common stock not tendered in the Tender Offer pursuant to the Company Backstop at $11.75 per share, or an aggregate consideration of $263,482.

In connection with the Tender Offer, the MIC board of directors agreed to reimburse Color Up for the fees and costs incurred in connection with the Tender Offer. MIC paid approximately $0.1 million as reimbursement of such Tender Offer fees and expenses.

MIC entered into a Stockholders’ Agreement with Color Up on August 25, 2021, pursuant to which, until such time as the Stockholders’ Agreement is terminated, the prior approval of one incumbent director and a majority of the Color Up Designated Directors shall be required for certain transactions, including without limitation, (i) any merger or sale of MIC or substantially all its assets, (ii) amendments to MIC’s articles of incorporation or bylaws, (iii) the authorization or issuance of any equity securities or any securities convertible into or exercisable for equity securities of MIC, (iv) any change in the authorized number of directors of the MIC board of directors or establishment or abolition of any committee thereof; (v) any incurrence or repayment of indebtedness in an aggregate amount over a certain threshold, (vi) any declaration of dividends, (vii) any appointment or termination of any person as the chief executive officer, president or chief financial officer of MIC, (viii) any related party transactions, (ix) any amendment or waiver, or termination of certain provisions, of the Stockholders’ Agreement or (x) any amendment or waiver of the Tax Matters Agreement or the Warrant Agreement, each as described below.

The Stockholders’ Agreement also contains certain standstill provisions restricting, subject to certain customary exclusions, Color Up from, among other things, acquiring (or seeking or making any proposal or offer with respect to acquiring) additional MIC common stock or any security convertible into MIC common stock or any assets of MIC. In addition, MIC has agreed that, in the event MIC proposes to issue additional securities, Color Up will have the right to purchase an amount of securities so that its ownership percentage will not be diluted by the issuance of additional securities. Under the terms of the Stockholders’ Agreement, except for limited circumstances, Color Up is prohibited from selling or transferring its MIC common stock until six months following a Liquidity Event (defined as an initial public offering or a listing of the MIC common stock on a national securities exchange). A transfer of any of Color Up’s MIC common stock to a Permitted Transferee (defined to include any member of Color Up) is permissible under the Stockholders’ Agreement. Except for the transfer restrictions set forth above, the Stockholders’ Agreement terminates upon a Liquidity Event or written agreement of the parties. Until a Liquidity Event and subject to certain limited exceptions, Color Up (and its Permitted Transferees) are prohibited from, directly or indirectly, (i) having an ownership interest in, or permitting such party’s name to be used in connection with, any business in any central business district in North America which is primarily engaged in the business of acquiring, investing in, owning, operating or leasing parking lots or parking garages and (ii) soliciting or attempting to solicit any clients or customers of MIC or any of its subsidiaries for the purpose of diverting their business or service from MIC or any of its subsidiaries.

The terms of the Stockholders’ Agreement will terminate upon the consummation of the Merger; however, the standstill provisions restricting, subject to certain customary exclusions, Color Up from, among other things, acquiring (or seeking or making any proposal or offer with respect to acquiring) additional MIC common stock or any security convertible into MIC common stock or any assets of MIC shall survive for a period of six months after the effective date of the Merger.

On August 25, 2021, MIC, the Operating Partnership and Color Up entered into a Tax Matters Agreement, or the Tax Matters Agreement, pursuant to which the Operating Partnership agreed to indemnify (i) Color Up, (ii) any person holding OP Units and who acquired such OP Units from Color Up in a transaction in which such person’s adjusted basis in such OP Units, as determined by federal income tax purposes, is determined, in whole or in part, by reference to the adjusted basis of Color Up in such OP Units and (iii) if at any time Color Up is a Pass Through Entity (as defined in the Tax Matters Agreement), and solely of the computing the amounts to be paid pursuant to certain provisions of the Tax Matters Agreement with respect to Color Up, any person who (a) holds an interest in Color Up, either directly or through one or more pass through entities, and (b) is required to include all or a portion of the income of Color Up in its own gross income ((i)-(iii), collectively, the Protected Partners) against certain adverse tax consequences in connection with (1) (i) a taxable disposition of certain specified properties and (ii) certain dispositions of the Protected Partners’ interests in the Operating Partnership, in each case, prior to the tenth anniversary of the completion of the transactions contemplated by the Purchase Agreement (or earlier, if certain conditions are satisfied); and (2) the Operating Partnership’s failure to provide the Protected Partners the opportunity to guarantee a specified amount of debt of the Operating Partnership during the period ending on the tenth anniversary of the completion of the transactions contemplated by the Purchase Agreement (or earlier, if certain conditions are satisfied). In addition, and for so long as the Protected Partners own at least 20% of the units in the Operating Partnership received in the closing of the transactions contemplated by the Purchase Agreement, MIC

agreed to use commercially reasonable efforts to provide the Protected Partners with similar guarantee opportunities beyond such period. As of the date of this proxy statement/prospectus, the Protected Partners include Mr. Chavez, Ms. Hogue and Mr. Osher who hold interests in members of Color Up.

On August 25, 2021, MIC entered into the Warrant Agreement with Color Up pursuant to which MIC issued 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. Each whole Common Share Warrant entitles the registered holder thereof to purchase one whole share of MIC common stock at the Common Share Warrant 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 the MIC common stock on a Trading Market. The Common Share Warrants expire five years after the date of the Warrant Agreement, at 5:00 p.m., New York City time. The Warrant Agreement provides that if the exercise of the Common Share Warrants would require MIC to obtain stockholder approval pursuant to any applicable listing standards of the Trading Market on which the MIC common stock is listed, MIC will, at its discretion, either obtain such stockholder approval or deliver cash in lieu of MIC common stock otherwise deliverable upon the exercise of such Common Share Warrant. If the number of outstanding MIC common stock is increased by a stock dividend payable in MIC common stock, or by a split of outstanding MIC common stock or other similar event, or decreased by a consolidation, combination, reverse stock split or reclassification of MIC common stock or other similar event, then the number of MIC common stock issuable upon exercise of each Common Share Warrant shall be increased or decreased, as applicable, in proportion to such increase or decrease, as applicable, in MIC common stock. Whenever the number of MIC common stock 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 MIC common stock 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 MIC common stock so purchasable immediately thereafter. The Warrant Agreement further provides that, in lieu of issuing fractional shares, MIC will make a cash payment equal to the Fair Market Value (as defined in the Warrant Agreement) of one share of MIC common stock multiplied by such fraction.

On November 2, 2021, MIC entered into the Securities Purchase Agreement, by and among MIC, the Operating Partnership, and HS3, pursuant to which, on the closing date, or the Securities Purchase Closing Date, the Operating Partnership issued and sold to HS3 (a) 1,702,128 newly-issued OP Units; and (b) 425,532 newly-issued Class A Units, which entitle HS3 to purchase up to 425,532 Additional OP Units, at an exercise price equal to $11.75 per Additional OP Unit, subject to adjustment as provided in the Class A Unit Agreement (as defined below), and HS3 paid to the Operating Partnership cash consideration of $20,000,000. The Securities Purchase Transaction and the Securities Purchase Agreement and related agreements were evaluated, negotiated and unanimously approved by the members of the MIC board of directors who were determined by the MIC board of directors to be disinterested with respect to the Securities Purchase Transaction and the MIC board of directors.

Under the Securities Purchase Agreement, the parties made customary representations and warranties for transactions of this type. Pursuant to the terms of the Securities Purchase Agreement, the representations and warranties made under the Securities Purchase Agreement will survive for six months after the Securities Purchase Closing Date and MIC and the Operating Partnership, on one hand, and HS3, on the other hand, will indemnify each other party and certain of their respective representatives against losses arising out of certain material breaches of, and certain third party claims related to, the Securities Purchase Agreement and the Securities Purchase Transactions.

In connection with the issuance of the OP Units and the Class A Units under the Securities Purchase Agreement, the MIC board of directors amended and restated the limited exception to the restrictions on ownership and transfer of MIC common stock set forth in MIC’s articles of incorporation previously granted to Color Up, HS3 and certain of its affiliates to allow these parties to own, directly or indirectly, in the aggregate, up to 15,200,000 shares of MIC common stock, or the Excepted Holder Limit, and up to five percent (5%) of any outstanding class of preferred stock of MIC. The grant of this exception was conditioned upon the receipt of various

representations and covenants set forth in the Request for Waiver of Ownership Limit, made by Color Up and HS3 to MIC, confirming, among other things, that none of HS3, Color Up, nor certain of their affiliates may own, directly or indirectly, more than 4.9% of the interests in a tenant of MIC (or subsidiary of MIC) that comprises more than three percent (3%) of the gross income of MIC as determined for purposes of Section 856(c)(2) of the IRC. The request also includes representations intended to confirm that HS3, Color Up, and certain of their affiliates’ ownership of MIC common stock will not cause MIC to otherwise fail to qualify as a REIT for federal income tax purposes.

On August 25, 2021, MIC entered into a Registration Rights Agreement with Color Up, or the Registration Rights Agreement, pursuant to which MIC granted the Holders (as defined in the Registration Rights Agreement) certain registration rights with respect to the Registrable Securities (as defined below) of MIC. Among other things, the Registration Rights Agreement requires MIC to register (i) the shares of MIC common stock purchased pursuant to the Purchase Agreement, (ii) shares of MIC common stock, if any, issued upon the redemption of OP Units purchased pursuant to the Purchase Agreement, (iii) shares of MIC common stock acquired pursuant to the Tender Offer, (iv) shares of MIC common stock issuable upon redemption of the Common Share Warrants, (v) the Common Share Warrants and (vi) any additional securities issued or issuable as a dividend or distribution on, in exchange for, or otherwise in respect of, such shares of MIC common stock and OP Units (including as a result of combinations, recapitalizations, mergers, consolidations, reorganizations, stock splits or otherwise), collectively, the Registrable Securities. The Holders are entitled to make a written demand for registration under the Securities Act, of all or part of their Registrable Securities; provided, however, that MIC is not required to file a registration statement prior to (x) 180 days after the initial listing of the Registrable Securities on a national securities exchange or (y) the expiration of any other lock-up period imposed with respect to the Registrable Securities pursuant to the Stockholders’ Agreement. In addition, the Holders are entitled to “piggy-back” registration rights to registration statements filed by MIC. MIC will bear all of the expenses incurred in connection with the filing of any such registration statement.

On November 2, 2021, MIC entered into an amended and restated registration rights agreement with Color Up and HS3, or the A&R Registration Rights Agreement, pursuant to which MIC granted the Holders (as defined in the A&R Registration Rights Agreement) certain registration rights with respect to the shares of MIC common stock issuable upon redemption of Additional OP Units issued upon exercise of the Class A Units in addition to the other Registrable Securities (as defined in the Registration Rights Agreement described above).

On August 26, 2021, MIC entered into an Amended and Restated Agreement of Limited Partnership of the Operating Partnership to facilitate the transactions contemplated by the Purchase Agreement and to admit Color Up as a limited partner.

On November 2, 2021, MIC, the Operating Partnership, Color Up and HS3 entered into a Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership to facilitate the Securities Purchase Transaction which, among other things, provided for the issuance by the Operating Partnership of Class A Units having the rights and preferences as may be set forth in a Class A Unit agreement.

On March 18, 2022, MIC, the Operating Partnership, Color Up and HS3 entered into a Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership to change the name of Operating Partnership from “MVP REIT II Operating Partnership, L.P.” to “Mobile Infra Operating Partnership, L.P.” and to reflect the merger of MIC’s wholly owned subsidiary and former limited partner of the Operating Partnership with and into MIC, such that MIC became the holder of the OP Units then held by such subsidiary.

Immediately following the Effective Time, we, the Operating Partnership, HS3 and the other limited partners will enter into a Fourth Amended and Restated Agreement of Limited Partnership of the Operating Partnership in connection with the MIT IPO and the Merger. See “The Operating Partnership and the Partnership Agreement” in this proxy statement/prospectus.

The Operating Partnership issued the Class A Units pursuant to a Class A Unit agreement, or the Class A Unit Agreement, also dated as of the Securities Purchase Closing Date, which provides that each whole Class A Unit

entitles the registered holder thereof to purchase one whole OP Unit at a price of $11.75 per share, or 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 the MIC common stock 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 by surrendering Additional OP Units 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 Additional 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 Additional 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 purchasable upon the exercise of the Class A Units immediately prior to such adjustment, and (y) the denominator of which shall be the number of OP Units so purchasable 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.

On August 25, 2021, MIC entered into the License Agreement with the Supplier, pursuant to which MIC granted to the Supplier a limited, non-exclusive, non-transferable, worldwide right and license to access and use certain Inigma-branded software assigned to MIC under the terms of the Purchase Agreement, as well as associated services, for a fee of $5,000 per month. The Supplier is an affiliate of, and under common control with, Bombe, and Mr. Chavez holds a majority of the Supplier’s membership interests. Mr. Chavez and Ms. Hogue are controlling persons of Bombe, the manager of the Supplier.

pKatalyst and Inigma, our proprietary software systems, are not protected by any patents, registered trademarks or licenses and have not been licensed to any third parties.

Two of our Cincinnati parking facilities, 1W7 Carpark and 222W7, which were acquired by us in connection with the transactions contemplated by the Purchase Agreement, are currently operated by PCA, d/b/a Park Place Parking. Park Place Parking is a private parking operator that is wholly owned by Mr. Chavez’s father and uncle. Mr. Chavez is neither an owner nor a beneficiary of Park Place Parking. Park Place Parking has been operating these parking facilities for four and three years, respectively. Both parking facilities were acquired with their management agreements in place and at the same terms under which they were operating prior to the closing of the transactions contemplated by the Purchase Agreement. As of January 1, 2022, both parking facilities are leased under the New Lease Structure and are no longer separately managed. For the year ended December 31, 2021, approximately $121,000 was paid to us from these arrangements. For the three months ended June 30, 2022, approximately $150,000 was due to us from these arrangements.

MIC is an equity method investor in DST. Pursuant to the closing of the transactions contemplated by the Purchase Agreement, the Former Advisor was replaced as manager of MVP Parking, DST, LLC by Mr. Chavez.

The following is a summary comparison of material differences between the rights of MIC stockholders under the MGCL and the MIC charter and the MIC bylaws, on the one hand, and the rights of shareholders of MIT under the Maryland REIT Law, MGCL, and the MIT declaration of trust and the MIT bylaws (which will be the rights of shareholders of the combined company following the Merger), on the other hand. The summary set forth below is not intended to be an exhaustive discussion of the foregoing and may not contain all the information that is important to you. The following summary is qualified in its entirety by reference to the relevant provisions of (i) the Maryland REIT Law, (ii) the MGCL, (iii) the MIT declaration of trust, (iv) the MIC charter, (v) the MIT bylaws and (vi) the MIC bylaws.

Furthermore, the identification of some of the differences in the rights of such holders as material is not intended to indicate that other differences that may be equally important do not exist. You are urged to read carefully the relevant provisions of the Maryland REIT Law and the MGCL, as well as the governing instruments of each of MIT and MIC referred to herein, copies of which are available, without charge, to any person or entity, including any beneficial owner to whom this proxy statement/prospectus is delivered, by following the instructions under “Where You Can Find More Information.”

MIC held its 2021 annual meeting of stockholders on December 23, 2021. If the Merger is completed on the expected timetable, MIC does not intend to hold a 2022 annual meeting of its stockholders. However, if the Merger is not completed, or if MIC is otherwise required to do so under applicable law, MIC will hold a 2022 annual meeting of stockholders. Under MIC’s current bylaws, for a stockholder proposal (including, but not limited to, nominations of candidates for director) to be properly submitted for presentation at the next annual meeting of stockholders, MIC’s secretary must have received written notice of the proposal at its principal executive offices no earlier than the 150th day and no later than 5:00 p.m. Pacific Time, on the 120th day prior to the first anniversary of the date of the proxy statement (as such term is defined in MIC’s current bylaws) for the preceding year’s annual meeting (or, for the 2022 annual meeting of stockholders, between June 19, 2022 and 5:00 p.m., Pacific Time, on July 19, 2022). However, if the date of the 2022 annual meeting of stockholders is more than 30 days before or after December 23, 2022, the proposal must be received no earlier than the 150th day prior to the date of the 2022 annual meeting and no later than 5:00 p.m., Pacific Time, on the later of (i) the 120th day prior to the date of such meeting, as originally convened, or (ii) the tenth day following the day on which public announcement of the date of such meeting is made. Under SEC regulations, any stockholder desiring to make a proposal to be considered for inclusion in MIC’s proxy statement for the next annual meeting of stockholders pursuant to Rule 14a-8 promulgated under the Exchange Act must have caused such proposal to be received at MIC’s principal executive offices no later than July 19, 2022, unless the date of the 2022 annual meeting of stockholders is more than 30 days before or after December 23, 2022, in which case the proposal must be received in a reasonable time before MIC begins to print and send its proxy materials.

Certain matters of Maryland law, including the validity of the MIT Class B common shares to be issued pursuant to the MIT Share Issuance and the MIT common shares into which they are convertible, will be passed upon for MIT by Venable LLP, Baltimore, Maryland. Certain U.S. federal income tax consequences relating to the Merger and certain other tax matters will be passed upon for MIT and MIC by Sullivan & Worcester LLP, Boston, Massachusetts.

Sullivan & Worcester LLP also represents certain of MIT’s and MIC’s affiliates and related parties on various matters.

The financial statements of Mobile Infrastructure Trust as of April 1, 2022 included in this proxy statement/prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing.

The financial statements of Mobile Infrastructure Corporation as of December 31, 2021, and for the year then ended, included in this proxy statement/prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing.

The financial statements of Mobile Infrastructure Corporation as of December 31, 2020, and for the year then ended, included in this proxy statement/prospectus have been audited by RBSM LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing.

The statements of revenues and certain operating expenses for certain acquired properties of Mobile Infrastructure Corporation for the year ended December 31, 2020 included in this proxy statement/prospectus have been audited by RBSM LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing.

As of the date of this proxy statement/prospectus, the MIC board of directors does not know of any matters that will be presented for consideration at the MIC special meeting other than as described in this proxy statement/prospectus. In accordance with MIC’s bylaws and Maryland law, business transacted at the MIC special meeting will be limited to those matters set forth in the accompanying notice of the MIC special meeting. Nonetheless, if any other matter is properly presented at the MIC special meeting, or any adjournment or postponement of the special meeting, and are voted upon, including matters incident to the conduct of the meeting, the enclosed proxy card will confer discretionary authority on the individuals named therein as proxies to vote the shares of MIC common stock represented thereby as to any such other matters. It is intended that the persons named in the enclosed proxy card and acting thereunder will vote in accordance with their discretion on any such matter.

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies.

MIC has elected to implement the SEC’s householding rules. Accordingly, only one copy of this proxy statement/prospectus is being delivered to MIC stockholders residing at the same address, unless such stockholders have notified MIC of their desire to receive multiple copies of the proxy statement/prospectus. If you are an MIC stockholder and, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement/prospectus, or if you are receiving multiple copies of this proxy statement/prospectus and wish to receive only one, please call (513) 834-5110 or send a written request addressed to Mobile Infrastructure Corporation, Attn: Secretary, 30 W. 4th Street, Cincinnati, Ohio 45202. If you are an MIC stockholder and hold shares in street name, you may request a separate copy by calling (513) 834-5110 or sending a written request addressed to Mobile Infrastructure Corporation, Attn: Secretary, 30 W. 4th Street, Cincinnati, Ohio 45202. For future annual or special meetings, MIC stockholders may request separate voting materials, or request that MIC send only one set of proxy materials by contacting MIC at the above phone number or address.

We have audited the accompanying balance sheet of Mobile Infrastructure Trust (the “Company”) as of April 1, 2022 (date of capitalization), and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 1, 2022 (date of capitalization), in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Mobile Infrastructure Trust (the “Company” or “we”) was formed as a Maryland real estate investment trust on March 7, 2022 and intends to elect and qualify for taxation as a real estate investment trust (“REIT”) for our taxable year ended December 31, 2022. The Company intends to offer for sale common shares of beneficial interest, $0.0001 par value, in a firm commitment underwritten offering, pursuant to a registration statement on Form S-11 (the “Offering”) to be filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended.

Following the consummation of the Offering, Mobile Infrastructure Corporation, a Maryland corporation (“MIC”), intends to merge with and into the Company (the “Merger”) with the Company continuing as the surviving entity in the Merger. 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 and, as of December 31, 2021, 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 0.1 million square feet of retail/commercial space adjacent to its parking facilities. MIC is the sole general partner of Mobile Infra Operating Partnership, L.P., a Maryland limited partnership formerly known as MVP REIT II Operating Partnership, L.P. (the “Operating Partnership”), and MIC’s business is operated through the Operating Partnership. Upon the consummation of the Offering and the Merger, the Company will continue the business, operations and assets of MIC and will be the sole general partner of the Operating Partnership.

We have neither purchased nor contracted to purchase any assets, nor have we identified any assets in which there is a reasonable probability we will invest.

The accompanying financial statement of the Company has been prepared pursuant to accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the SEC. Certain other required financial statements have not been presented as the Company’s principal operations have not yet commenced.

The preparation of the balance sheet in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the balance sheet and accompanying notes. Actual results could differ from those estimates.

We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Short term investments are stated at cost, which approximates fair value and may consist of investments in money market accounts.

Mobile Infrastructure Corporation and the Operating Partnership have agreed to be allocated, bear, and (where practicable) pay directly all initial organizational costs and expenditures of our formation as well as the fees and expenses of the Offering and the Merger (excluding customary underwriting discounts and commissions and other fees and expenses customarily deducted from gross proceeds on the funds flow statement of an initial public offering at settlement), which costs, fees, expenses, and other expenditures include, without limitation, all legal and other advisor fees, the costs and expenditures incurred in connection with the Offering that are not customarily deducted from gross proceeds on the funds flow statement of an initial public offering at settlement, and the fees, costs and expenditures of forming and initially organizing us as a Maryland real estate investment trust. Additionally, customary underwriting discounts and commissions and other fees and expenses customarily deducted from gross proceeds on

the funds flow statement of an initial public offering at settlement, the parties intend that the merger agreement (and ancillary agreements) governing the Merger and the subsequent integration of MIC will be allocated to MIC. We are not required to reimburse MIC or the Operating Partnership for any of these costs and expenses.

We intend to elect to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with the taxable year ending December 31, 2022. Our qualification and taxation as a REIT depends on our ability, on a continuing basis, to meet certain organizational and operational qualification requirements imposed upon REITs by the Code. If we fail to qualify as a REIT for any reason in a taxable year, we will be subject to tax on our taxable income at regular corporate rates. We would not be able to deduct distributions paid to stockholders in any year in which we fail to qualify as a REIT. We will also be disqualified for the four taxable years following the year during which qualification was lost unless we are entitled to relief under specific statutory provisions. Additionally, GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken, or expected to be taken, in a tax return. A tax position may only be recognized in the consolidated financial statements if it is more likely than not that the tax position will be sustained upon examination.

The Company issued and sold 1,000 common shares for $20,000 to Bombe Asset Management, LLC (“Bombe”), which is beneficially owned by Manuel Chavez III, our Chief Executive Officer, and Stephanie Hogue, our President, Chief Financial Officer, Secretary and Treasurer. Mr. Chavez has served as our Chief Executive Officer and one of our trustees since our formation and as MIC’s chief executive officer and chairman of MIC’s board of directors since August 2021. Mr. Chavez is the founder of Bombe and has been the chief executive officer since 2017. Ms. Hogue has served as our President, Chief Financial Officer, Treasurer and Secretary and one of our trustees since our formation and as MIC’s president and a member of MIC’s board of directors since August 2021, secretary since October 2021 and interim chief financial officer since November 2021. Ms. Hogue has been managing partner of Bombe since 2020.

Prior to the Merger, the Company will be wholly dependent upon Mobile Infrastructure Corporation.

We are not subject to any material litigation nor, to management’s knowledge, is any material litigation threatened against us.

The Company has evaluated subsequent events through August 19, 2022, the date the financial statements were available to be issued. The Company is not aware of any subsequent events that would require consideration as adjustments to or disclosures in the financial statements.

The accompanying notes are an integral part of these condensed consolidated financial statements.

The accompanying notes are an integral part of these condensed consolidated financial statements

Mobile Infrastructure Corporation (formerly known as The Parking REIT, Inc.) (the “Company,” “we,” “us” or “our”), is a Maryland corporation formed on May 4, 2015. The Company focuses on acquiring, owning and leasing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States. The Company targets both parking garage and surface lot properties primarily in top 50 U.S. Metropolitan Statistical Areas (“MSAs”), with proximity to key demand drivers, such as airports, transportation hubs, educational facilities, government buildings and courthouses, sports and entertainment venues, hospital and health centers, hotels, office complexes and residences.

As of June 30, 2022, the Company owned 45 parking facilities in 23 separate markets throughout the United States, with a total of 15,818 parking spaces and approximately 5.5 million square feet. The Company also owns approximately 0.2 million square feet of retail/commercial space adjacent to its parking facilities.

The Company is the sole general partner of Mobile Infra Operating Partnership, L.P., formerly known as MVP REIT II Operating Partnership, LP, a Maryland limited partnership (the “Operating Partnership”). The Company owns substantially all of its assets and conducts substantially all of its operations through the Operating Partnership, is the sole general partner of the Operating Partnership and owns approximately 45.8% of the common units of the Operating Partnership (the “OP Units”). Color Up, LLC, a Delaware limited liability company (“Color Up” or “Purchaser”) and HSCP Strategic III, LP, a Delaware limited partnership (“HS3”), are limited partners of the Operating Partnership and own approximately 44.2% and 10%, respectively, of the outstanding OP Units. Color Up is our largest stockholder and is controlled by the Company’s Chief Executive Officer and a director, Manuel Chavez, the Company’s President, Interim Chief Financial Officer, Treasurer, Secretary and a director, Stephanie Hogue, and a director of the Company, Jeffrey Osher. HS3 is controlled by Mr. Osher.

The Company previously elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes and operated in a manner that allowed the Company to qualify as a REIT through December 31, 2019. As a consequence of lease modifications entered into during the COVID-19 pandemic, the Company earned income from a number of tenants that did not constitute qualifying REIT income for purposes of the annual REIT gross income tests, and, as a result, the Company was not in compliance with the annual REIT income tests for its taxable year ended December 31, 2020. Accordingly, the Company did not qualify for taxation as a REIT in 2020 and has been taxed as a C corporation beginning with its 2020 taxable year. As a C corporation, the Company is not required to distribute any amounts to its stockholders.

On January 8, 2021, the Company entered into an equity purchase and contribution agreement (the “Purchase Agreement”) by and among the Company, the Operating Partnership, Vestin Realty Mortgage I, Inc., (“VRMI”) Vestin Realty Mortgage II, Inc. (“VRMII”) and Michael V. Shustek (“Mr. Shustek” and together with VRMI and VRMII, the “Former Advisor”) and Color Up (the “Purchaser”). The transactions contemplated by the Purchase Agreement are referred to herein collectively as the “Transaction.”

On August 25, 2021, the closing of the Transaction occurred (the “Closing”). As a result of the Transaction, the Company 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 contributed, proprietary technology was contributed to the Company, which will provide management real-time information on the performance of assets. Pursuant to the Closing, the Operating Partnership issued 7,495,090 newly issued common units of the Operating Partnership (the “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 $98.9 million (“Contributed Interests”) and technology with a fair value of $4.0 million. The Company also assumed long-term debt with a fair value of approximately $44.5 million. In addition, the Company issued warrants to Color Up to purchase up to 1,702,128 shares of Common Stock at an exercise price of $11.75 for an aggregate cash purchase price of up to $20 million. The fair value

of the warrants recorded as of the Closing was approximately $3.3 million. Transaction expenses not directly related to the acquisition of the Contributed Interests or issuance of OP Units of approximately $12.2 million and the settlement of the deferred management internalization liability of $10.0 million were recorded in transaction expenses and settlement of deferred management internalization, respectively, in the Statement of Operations.

Management assessed the potential accounting treatment for the Transaction by applying Accounting Standards Codification (“ASC”) 805 and determined the Transaction did not result in a change of control. As a result, the three real estate assets and the technology platform acquired, described above, were accounted for by the Company as asset acquisitions in the financial statements, resulting in the recognition of assets and liabilities, at acquired cost and reflect the capitalization of any transaction costs directly attributable to the asset acquisitions.

The following schedule sets forth how the consideration exchanged in the Transaction was allocated among the various assets acquired and liabilities acquired or settled.

On May 27, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and between the Company and Mobile Infrastructure Trust, a Maryland real estate investment trust (“MIT”), which is 100% owned by Bombe Asset Management LLC (“Bombe”), an Ohio limited liability company owned by Mr. Chavez and Ms. Hogue. Pursuant to the terms of the Merger Agreement, the Company will merge with and into MIT, with MIT continuing as the surviving entity resulting from the merger. The merger and the transactions contemplated by the Merger Agreement are referred to herein collectively as the “Merger.”

Prior to the Merger, MIT expects to undertake an initial public offering (the “MIT IPO”) of its common shares of beneficial interest, $0.0001 par value per share (“MIT Common Shares”), which is expected to close at least one business day prior to the effective time of the Merger. The closing of the MIT IPO is a condition to the closing of the Merger. The size and price range for the MIT IPO have yet to be determined. The MIT IPO is subject to the completion of the review process of the U.S. Securities and Exchange Commission and to market and other conditions; therefore, the expected date of completion of the MIT IPO and the closing date of the Merger not yet been determined.

The Merger is expected to be accounted for as a reverse recapitalization of the Company contemporaneous with the initial public offering of the MIT Common Shares. Under this method of accounting, MIT will be treated as the “acquiree” and the Company is treated as the acquirer for financial statement reporting purposes under principles generally accepted in the United States (“GAAP”). Accordingly, for accounting purposes, the Merger will be treated as the equivalent of the Company issuing stock for the net assets of MIT, accompanied by a recapitalization with a contemporaneous initial public offering of the MIT Common Shares. The net assets of the Company will be stated at historical cost, with no incremental goodwill or other intangible assets recorded.

The accompanying condensed consolidated financial statements of the Company are prepared on the accrual basis of accounting and in accordance with GAAP for interim financial information as contained in the Financial Accounting Standards Board (“FASB”) ASC, and in conjunction with rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements include accounts and related adjustments, which are, in the opinion of management, of a normal recurring nature and necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim period. Operating results for the three and six months ended June 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. There were no significant changes to our significant accounting policies during the six months ended June 30, 2022, except for those disclosed below. For a full summary of our accounting policies, refer to our 2021 Annual Report on Form 10-K as originally filed with the SEC on March 30, 2022.

The condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, each of their wholly owned subsidiaries, and all other entities in which the Company has a controlling financial interest. For entities that meet the definition of a variable interest entity (“VIE”), the Company consolidates those entities when the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary when it possesses both the unilateral power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company continually evaluates whether it qualifies as the primary beneficiary and reconsiders its determination of whether an entity is a VIE upon reconsideration events. All intercompany activity is eliminated in consolidation.

Equity investments in which the Company exercises significant influence but does not control and is not the primary beneficiary are accounted for using the equity method. The Company’s share of its equity method investees’ earnings or losses is included in other income in the accompanying condensed consolidated statements of operations.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding asset impairment and purchase price allocations to record investments in real estate, as applicable.

The Company had fourteen and thirteen parking tenants/operators during the six months ended June 30, 2022 and 2021, respectively. One tenant/operator, SP + Corporation (Nasdaq: SP) (“SP+”), represented 59.4% and 63.3% of the Company’s revenue, excluding retail revenue, for the six months ended June 30, 2022 and 2021, respectively. Premier Parking Service, LLC represented 13.3% of the Company’s revenue, excluding retail revenue, for each of the six months ended June 30, 2022 and 2021.

In addition, the Company had concentrations in Cincinnati (19.1% and 8.1%), Detroit (12.7% and 19.0%), Chicago (8.8% and 0.0%), and Houston (7.8% and 11.7%) based on gross book value of the real estate the Company owned, as of June 30, 2022 and 2021, respectively.

For the six months ended June 30, 2022, 61.7% of the Company’s outstanding accounts receivable balance was with SP+. For the six months ended June 30, 2021, 25.4%, 23.6% and 13.0% of the Company’s outstanding accounts receivable balance was with SP+, Premier Parking Service, LLC and ABM Parking Services Inc., respectively.

All assets acquired and liabilities assumed in an acquisition of real estate accounted for as a business combination are measured at their acquisition date fair values. For acquisitions of real estate accounted for as an asset acquisition, the fair value of consideration transferred by the Company (including transaction costs) is allocated to all assets acquired and liabilities assumed on a relative fair value basis.

The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their relative fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on valuations performed by independent third parties or on the Company’s analysis of comparable properties in the Company’s portfolio. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships, as applicable. The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant. Factors considered by the Company in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, considering current market conditions and costs to execute similar leases. In estimating carrying costs, the Company will include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period. Estimates of costs to execute similar leases including leasing commissions, legal and other related expenses are also utilized.

In determining the amortization period for lease intangibles, the Company initially will consider the likelihood that a lessee will execute the renewal option. The likelihood that a lessee will execute the renewal option is determined by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.

In making estimates of fair values for purposes of allocating purchase price, the Company will utilize several sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company will also consider information obtained about each property as a result of the Company’s pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.

When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the assets for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, the property is written down to fair value and an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income.

The Company determined that the reimbursable property tax related to certain of its properties should have been recorded on a gross basis in the Statement of Operations. An adjustment has been made to the Consolidated Statements of Operations for the three and six months ended June 30, 2021. Property taxes and rental revenue were both increased by $255,000 and $510,000 for the three and six months ended June 30, 2021, respectively, to properly report property tax expense and tenant reimbursement of property tax expense on a gross basis in accordance with ASC 842. This correction had no effect on the reported results of operations.

Our principal business is the ownership and operation of parking facilities. We do not distinguish our principal business, or group our operations, by geography or size for purposes of measuring performance. Accordingly, we have presented our results as a single reportable segment.

Stock-based compensation for equity awards is based on the grant date fair value of the equity awards and is recognized over the requisite service or performance period. Forfeitures are recognized as incurred. Certain equity awards are subject to vesting based upon the satisfaction of various service, market, or performance conditions.

The nature of the Company’s business exposes our properties, the Company, the Operating Partnership and its other subsidiaries to the risk of claims and litigation in the normal course of business. Other than as noted below, or routine litigation arising out of the ordinary course of business, the Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against the Company.

The Company has previously disclosed pending class action legal proceedings facing the Company and the Former Advisor and/or Mr. Shustek prior to the completion of the Transaction. As a result of the Transaction, the Settlement Agreement (as defined in the Purchase Agreement) was entered into subject to completion of Color Up’s Tender Offer (as defined in the Purchase Agreement) for up to 900,506 shares of the Company’s outstanding Common Stock at $11.75 per share. Color Up launched the Tender Offer on October 5, 2021 and it expired on November 5, 2021. Upon the expiration of the Tender Offer, the terms of the Settlement Agreement were satisfied and the prior lawsuits settled.

The Company has previously disclosed that the SEC was conducting an investigation relating to the Company. On March 11, 2021, the SEC notified the Company that they do not intend to recommend an enforcement action by the Commission against the Company.

The SEC investigation also related to the conduct of the Company’s former chairman and chief executive officer, Michael V. Shustek. On July 29, 2021, the SEC filed a civil lawsuit against Michael V. Shustek and his advisory firm Vestin Mortgage LLC, alleging violations of the securities laws (Case 2-21-civ-01416-JCM-BNW, U.S. District Court, District of Nevada). The SEC seeks disgorgement, injunctions, and bars against Mr. Shustek, and related penalties. Pursuant to the Transaction, the Company is required to indemnify Mr. Shustek for certain claims related to the SEC investigation in an amount not to exceed $2 million. This liability was recognized by the Company upon the Closing and is included in indemnification liability. Effective as of the Closing, Mr. Shustek resigned as Chief Executive Officer and director of the Company.

On August 25, 2021, the Company also entered into an Assignment of Claims, Causes of Action, and Proceeds Agreement, or the Assignment of Litigation Agreement, pursuant to which (i) the Company assigned to the Former Advisor all of the Company’s right, title, interest, and benefits, whether legal, equitable, or otherwise, in and to any and all of the claims and causes of action that the Company may have against certain parties and any amounts that may be recovered or awarded to the Former Advisor on such claims and (ii) the Former Advisor agreed to indemnify the Company against all liabilities in connection with the assignment.

Investments in real property create the potential for environmental liability on the part of the owner or operator of such real property. If hazardous substances are discovered on or emanating from a property, the owner or operator of the property may be held strictly liable for all costs and liabilities relating to such hazardous substances. The Company has obtained a Phase I environmental study (which involves inspection without soil sampling or ground water analysis) conducted by independent environmental consultants on each of the properties and, in certain instances, has conducted additional investigation, including a Phase II environmental assessment. Furthermore, the Company has adopted a policy of conducting a Phase I environmental study on each property acquired and any additional investigation as warranted.

The Company believes that it complies, in all material respects, with all federal, state and local ordinances and regulations regarding hazardous or toxic substances. Furthermore, as of June 30, 2022, the Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations. The Company, however, cannot predict the impact of any unforeseen environmental contingencies or new or changed laws or regulations on properties in which the Company holds an interest, or on properties that may be acquired directly or indirectly in the future.

The following table is a summary of the parking asset acquisitions during the six months ended June 30, 2022.

The following table is a summary of the allocated acquisition value of the property acquired by the Company during the six months ended June 30, 2022.

The following table is a summary of the parking asset acquisitions for the year ended December 31, 2021.

The following table is a summary of the allocated acquisition value of all properties acquired by the Company for the year ended December 31, 2021.

There were no dispositions of investments in real estate or properties held for sale as of June 30, 2022 and December 31, 2021.

Two of the Company’s Cincinnati assets, 1W7 Carpark and 222W7, are currently operated by PCA, Inc., dba Park Place Parking. Park Place Parking is a private parking operator that is wholly owned by relatives of the Company’s CEO. The Company’s CEO is neither an owner nor beneficiary of Park Place Parking. Park Place Parking has been operating these assets for four and three years, respectively. Both assets were acquired with their management agreements in place and at the same terms under which they were operating prior to the Transaction. As of June 30, 2022, the Company recorded a balance of approximately $150,000 from Park Place Parking which is included in accounts receivable on the consolidated balance sheet and has been paid within terms of the lease agreement.

The Company has an investment in MVP St. Louis Cardinal Lot, DST, a Delaware Statutory Trust (“MVP St. Louis”). Pursuant to the Closing, the Former Advisor and Mr. Shustek, were replaced as manager of MVP Parking, DST, LLC, the entity that manages MVP St. Louis, by the Company’s CEO.

During 2021, VRMI and VRMII acquired $11.5 million of outstanding notes payable the Company had with various lenders. As of June 30, 2022, these notes payable are included in notes payable and paycheck protection program loan on the consolidated balance sheet. Interest expense of $0.2 million and $0.4 million is included on consolidated statement of operations for the three and six months ended June 30, 2022, respectively. There is no interest expense related to the VRMI and VRMII notes payable in the three and six months ended June 30, 2021. See Note P for additional information.

On May 27, 2022, the Company entered into the Merger Agreement by and between the Company and MIT. Pursuant to the terms of the Merger Agreement, the Company will merge with and into MIT, with MIT continuing as the surviving entity resulting from the Merger. Prior to the Merger, MIT expects to undertake the MIT IPO of its MIT Common Shares, which is expected to close at least one business day prior to the effective time of the Merger. The closing of the MIT IPO is a condition to the closing of the Merger. The size and price range for the MIT IPO have yet to be determined. The MIT IPO is subject to the completion of the review process of the U.S. Securities and Exchange Commission and to market and other conditions; therefore, the expected date of completion of the MIT IPO and the closing date of the Merger has not yet been determined.

In March 2022, the Company entered into an agreement with MIT, an affiliate of Bombe, requiring the Company to be allocated, bear and (where practicable) pay directly certain costs and expenses related to the Merger and MIT IPO. During the three and six months ended June 30, 2022, the Company incurred costs of approximately $1.6 million and $2.5 million, respectively, pursuant to this agreement. Such amounts are included in organizational and offering costs on the consolidated statement of operations.

In May 2022, the Company entered into a lease agreement with ProKids, an Ohio not-for-profit. An immediate family member of the Company’s CEO is a member of the Board of Trustees and President-Elect of that organization. ProKids leased 21,000 square feet of vacant unfinished commercial space in a 531,000 square foot building used primarily for parking rental in Cincinnati, Ohio for 120 months with no rent due to the Company throughout the lease term, other than a rental fee on parking spaces used by the ProKids staff. As of June 30, 2022, ProKids does not owe the Company

rental income related to the lease agreement. No rental income from ProKids has been recognized during the six months ended June 30, 2022.

On August 25, 2021, the Company entered into a Software License and Development Agreement, or the License Agreement, with an affiliate of Bombe, or the Supplier, pursuant to which the Company granted to the Supplier a limited, non-exclusive, non-transferable, worldwide right and license to access certain software and services for a fee of $5,000 per month.

On August 25, 2021, the Company, the Operating Partnership and Color Up entered into the Tax Matters Agreement, or the Tax Matters Agreement, pursuant to which the Operating Partnership agreed to indemnify Color Up and certain affiliates and transferees of Color Up, together, the Protected Partners, against certain adverse tax consequences in connection with (1) (i) a taxable disposition of certain specified properties and (ii) certain dispositions of the Protected Partners’ interest in the Operating Partnership, in each case, prior to the tenth anniversary of the completion of the Transaction (or earlier, if certain conditions are satisfied); and (2) the Operating Partnership’s failure to provide the Protected Partners the opportunity to guarantee a specified amount of debt of the Operating Partnership during the period ending on the tenth anniversary of the completion of the Transaction (or earlier, if certain conditions are satisfied). In addition, and for so long as the Protected Partners own at least 20% of the units in the Operating Partnership received in the Transaction, the Company agreed to use commercially reasonable efforts to provide the Protected Partners with similar guarantee opportunities.

On October 14, 2020, the Compensation Committee of the Board of Directors of the Company approved the award of non-restricted shares to the Company’s four independent directors and to the Company’s former chief financial officer, J. Kevin Bland. Total stock-compensation expense for the year ended December 31, 2020 was approximately $144,000. The non-restricted shares were issued by the Company on March 1, 2021 at a price of $11.75 per share. This price equals the net asset value of the Company, which was approved by the Board of Directors in January 2021. The shares awarded fully vested immediately upon issuance and these shares were not issued pursuant to the Company’s Long-Term Incentive Plan (“LTIP”). No share-based compensation awards were outstanding as of June 30, 2021.

On May 27, 2022, the Operating Partnership issued long-term incentive equity awards in the form of LTIP units of the Operating Partnership (“LTIP Units”) to the Company’s five independent directors in consideration for their accrued but unpaid director compensation fees. The LTIP Units will vest ratably in equal installments on each of the next three anniversaries of the grant date, subject to the director’s continued employment, contractual or other service relationship with the Company or an affiliate of the Company on the vesting date. The grant date fair value was determined to be $15.47. Prior to the granting of the LTIP Units, the associated compensation was anticipated to be paid in cash, and as such, the expense was accrued as a liability in the condensed consolidated balance sheets. Upon vesting, the LTIP Units are redeemable in cash or shares, at the option of the holder. As a result, the LTIP Units are classified as a liability within accounts payable and accrued expenses in the condensed consolidated balance sheet as of June 30, 2022.

The following table sets forth unvested LTIPs from January 1, 2022 through June 30, 2022:

On May 27, 2022, the Operating Partnership granted an aggregate of 1,500,000 Performance Units of the Operating Partnership (“PUs”) to the executive officers of the Company pursuant to performance unit award agreements entered into with respect to the PUs. The PUs vest, subject to the continued employment of the executive officers, upon the achievement of a 50% market condition and a 50% performance condition. The performance period for the market

and performance conditions are May 27, 2022 through December 31, 2025 and May 27, 2022 through December 31, 2027, respectively, subject to the executive’s continued performance of the services of the Company, the Operating Partnership or an affiliate. No PUs were vested as of June 30, 2022. Market condition PUs are recorded at fair value using a Monte Carlo simulation for the future stock prices of the Company and its corresponding peer group. A fair value of $8.95 was determined for the PUs subject to a market condition. The PUs subject to a performance condition will vest if the Company’s adjusted funds from operations (“AFFO”) per share of common stock is at least $1.25 for four consecutive quarters prior to the fourth quarter of 2025 and then for an additional four consecutive quarters prior to December 31, 2027. These PUs were deemed not probable of achievement as of June 30, 2022. The probability of achievement of the performance condition will continue to be monitored throughout the performance period.

PUs are subject to restrictions on transfer and may be subject to a risk of forfeiture if the executive ceases to be an employee of the Company, the Operating Partnership or an affiliate prior to vesting of the award. Each vested PU is entitled to receive a dividend equivalent payment equal to the dividend paid on the number of shares of common units issued. Each unvested PU is entitled to receive 10% of the distributions payable on common units. The amortization of compensation costs for the awards of PUs are included in general and administrative expenses in the accompanying consolidated statements of operations and amount to $391,000 for the period ended June 30, 2022. The remaining unrecognized compensation cost of approximately $6.3 million for PUs is expected to be recognized over the derived service period of 1.57 years as of June 30, 2022.

The following table sets forth unvested PUs from January 1, 2022 through June 30, 2022:

The weighted average grant date fair value per share of $8.95 is for 750,000 shares subject to the market condition. The weighted average grant date fair value per share of $15.47 is for 750,000 shares subject to the performance condition, which was deemed not probable of achievement as of June 30, 2022.

A schedule of the Company’s intangible assets and related accumulated amortization and accretion as of June 30, 2022 and December 31, 2021 is as follows:

Amortization of the acquired in-place leases and lease commissions are included in depreciation and amortization in the accompanying consolidated statements of operations. Amortization expense associated with intangible assets totaled $370,000 and $148,000 for the six months ended June 30, 2022 and 2021, respectively, and $194,000 and $74,000 for the three months ended June 30, 2022 and 2021, respectively.

A schedule of future amortization and accretion of acquired intangible assets for the six months ended June 30, 2022 and thereafter is as follows:

Basic and diluted loss per weighted average common share (“EPS”) is calculated by dividing net income (loss) attributable to the Company’s common stockholders, including any participating securities, by the weighted average number of shares outstanding for the period. The Company includes the effect of participating securities in basic and diluted earnings per share computations using the two-class method of allocating distributed and undistributed earnings when the two-class method is more dilutive than the treasury stock method. Outstanding warrants were antidilutive as a result of the net loss for the six months ended June 30, 2022 and therefore were excluded from the dilutive calculation. The Company includes unvested PUs as contingently issuable shares in the computation of diluted EPS once the market criteria is met, assuming that the end of the reporting period is the end of the contingency period. The Company had 150,000 additional performance units that were granted to our executive officers on May 27, 2022, which are considered antidilutive to the dilutive loss per share calculation for the six months ended June 30, 2022. See Note F for additional information. The Company did not have any additional dilutive shares resulting in basic loss per share equaling dilutive loss per share for the six months ended June 30, 2021.

The following table reconciles the numerator and denominator used in computing the Company’s basic and diluted per-share amounts for net loss attributable to common stockholders for the three and six months ended June 30, 2022 and 2021:

During April 2022, the Company received notification from the Small Business Administration stating that the round two paycheck protection program loan was forgiven in full in the amount of $328,000.

Reserve funds are generally required for repairs and replacements, real estate taxes, and insurance premiums. Some notes contain various terms and conditions including debt service coverage ratios and debt yield limits. Borrowers for six of the Company’s loans totaling $58.6 million and seven loans totaling $96.0 million failed to meet loan covenants as of June 30, 2022 and December 31, 2021, respectively. As a result, these borrowers are subject to additional cash management procedures, which resulted in approximately $442,000 and $359,000 of restricted cash at June 30, 2022 and December 31, 2021, respectively. In order to exit these procedures, certain debt service coverage ratios or debt yield tests must be exceeded for two consecutive quarters to return to less restrictive cash management procedures.

On March 29, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) with KeyBanc Capital Markets, as lead arranger, and KeyBank, National Association, as administrative agent. The Credit Agreement refinances the Company’s current loan agreements for certain properties. The Credit Agreement will provide for,

among other things, a $75,000,000 revolving credit facility, maturing on April 1, 2023. The Credit Agreement may be extended to October 1, 2023 if no event of default is in existence upon receipt of written request 120 – 60 days prior to maturity date and payment of an extension fee pursuant to the terms of the Credit Agreement (the “Revolving Facility”). The Revolving Facility may be increased by up to an additional $75,000,000 provided that no event of default has occurred and is continuing and certain other conditions are satisfied. Borrowings under the Revolving Facility bear interest at a SOFR benchmark rate or Alternate Base Rate, plus a margin of between 1.75% and 3.00%, with respect to SOFR loans, or 0.75% to 2.00%, with respect to base rate loans, based on the Company’s leverage ratio as calculated under the Credit Agreement. The Credit Agreement is secured by a pool of properties and requires compliance with certain financial covenants. The Credit Agreement also includes financial covenants that require the Company to (i) maintain a total leverage ratio not to exceed 65.0%, (ii) not to exceed certain fixed charge coverage ratios, and (iii) maintain a certain tangible net worth.

On April 15, 2022 the Company used proceeds from the Credit Agreement to pay a loan in full with LoanCore in the amount of $37.9 million. The loan had a maturity date of December 9, 2022 and was secured by a pool of six properties: MVP Raider Park Garage, LLC, MVP New Orleans Rampart, LLC, MVP Hawaii Marks Garage, LLC, MVP Milwaukee Wells, LLC, MVP Indianapolis City Park, LLC, and MVP Indianapolis WA Street, LLC. On April 21, 2022 the Company also used proceeds from the Credit Agreement to pay two loans in full with Associated Bank in a combined amount of $18.2 million. The loans had maturity dates of May 1, 2022 and October 1, 2022 and were secured by properties 1W7 Carpark, LLC and 222 W 7th Holdco, LLC, respectively. On June 6, 2022 the Company used additional proceeds of $17.6 million in the acquisition of 222 Sheridan Bricktown Garage LLC. Refer above to Note D - Acquisitions and Dispositions of Investments in Real Estate. As of June 30, 2022, the Company had drawn $73.7 million of the available $75.0 million in the Credit Agreement. For the three and six months ended June 30, 2022, the Company has paid approximately $2.0 million in loan fees.

A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction. The hierarchy for inputs used in measuring fair value are as follows:

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

The Company’s financial instruments include cash and cash equivalents, restricted cash, accounts receivable and accounts payable. Due to their short maturities, the carrying amounts of these assets and liabilities approximate fair value. The estimated fair value of the Company’s debt was approximately $219.3 million and $161.2 million as of June 30, 2022 and December 31, 2021, respectively, which is considered a Level 2 measurement.

Our real estate assets are measured and recognized at fair value, less costs to sell held-for-sale properties, on a nonrecurring basis dependent upon when we determine an impairment has occurred. When the Company impairs assets that have operational impairment indicators, management uses an independent third-party to determine the fair value primarily using the income capitalization approach based on the contracted rent to be received from the operator or the sales comparison approach. The income capitalization approach reflects the property’s income-producing capabilities based on the assumption that value is created by the expectation of benefits to be derived in the future. The sales comparison approach utilizes sales of comparable properties, adjusted for differences, to indicate value. These methods are considered Level 2 measurements in the hierarchy.

The Company, through a wholly owned subsidiary of its Operating Partnership, owns a 51.0% beneficial interest in MVP St. Louis Cardinal Lot, DST, a Delaware Statutory Trust (“MVP St. Louis”). MVP St. Louis is the owner of a 2.56-acre, 376-vehicle commercial parking lot, known as the Cardinal Lot.

At the time of the initial investment, the Company conducted an analysis and concluded that the 51% investment in the DST should not be consolidated, as the Company was not the primary beneficiary because the power to direct the activities that most significantly impact the economic performance of MVP St. Louis was held by MVP Parking DST, LLC (the “Manager”) and certain subsidiaries of the Manager. The investment in MVP St. Louis was accounted for using the equity method of accounting through August 25, 2021.

In connection with the Closing, the former advisor of the Company, MVP Realty Advisors, LLC (“MVPRA”) transferred ownership of the Manager to Manuel Chavez, III, the Chief Executive Officer of the Company. This change in structure was deemed a reconsideration event and therefore the Company reevaluated whether it had control. Based on the Company’s evaluation, the Company began consolidating the investment in MVP St. Louis and MVP St. Louis Cardinal Lot Master Tenant, LLC, which had total assets and liabilities of approximately $12.0 million and approximately $6.2 million, respectively, as of August 25, 2021. These assets and liabilities were recorded at fair value as of the date of consolidation, and a gain of $360,000 was recognized in the consolidated statement of operations.

Amounts related to MVP St. Louis included in the consolidated balance sheet are as follows:

Summarized Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments

The Company accounts for rental income and percentage rent income in accordance with ASC 842 - Leases. The majority of the Company’s leases are largely similar and the lease agreements generally contain similar provisions and features, without substantial variations. All leases are currently classified as operating leases. The following table summarizes the components of lease revenue recognized during the three and six months ended June 30, 2022 and 2021 included within the Company’s Consolidated Statements of Operations:

Approximate future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of June 30, 2022, assuming no new or renegotiated leases or option extensions on lease agreements, are as follows:

The Company previously elected to be taxed as a REIT for federal income tax purposes and operated in a manner that allowed the Company to qualify as a REIT through December 31, 2019. As a consequence of the COVID-19 pandemic, the Company 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, the Company was not in compliance with the annual REIT income tests for the year ended December 31, 2020. Accordingly, the Company did not qualify for taxation as a REIT in 2020 and has been taxed as a C corporation beginning with its 2020 taxable year. As a C corporation, the Company is subject to federal income tax on its taxable income at regular corporate rates.

A full valuation allowance for deferred tax assets was historically provided each year since the Company believed that as a REIT it was more likely than not that it would not realize the benefits of its deferred tax assets. As a taxable C Corporation, the Company has evaluated its deferred tax assets for the six months ended June 30, 2022, which consist primarily of net operating losses and its investment in the Operating Partnership (as a result of the Closing). Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended June 30, 2022. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. Due to the ongoing impact to the Company of the COVID-19 pandemic, the Company has determined that it will continue to record a full valuation allowance against its deferred tax assets for the six months ended June 30, 2022. A change in circumstances may cause the Company to change its judgment about whether deferred tax assets should be recorded, and further whether any such assets would more likely than not be realized. The Company would generally report any change in the valuation allowance through its income statement in the period in which such changes in circumstances occur.

On November 1, 2016, the Company commenced an offering of up to $50 million in shares of the Company’s Series A Convertible Redeemable Preferred Stock (“Series A Preferred Stock”), par value $0.0001 per share, together with warrants to acquire the Company’s Common Stock, in a Regulation D 506(c) private placement to accredited investors. The Company closed the offering on March 24, 2017 and raised approximately $2.5 million, net of offering costs, in the Series A private placements.

The holders of the Series A Preferred Stock are entitled to receive, when and as authorized by the Board of Directors and declared by the Company out of funds legally available for the payment of dividends, cash dividends at the rate of 5.75% per annum of the initial stated value of $1,000 per share. Since a Listing Event, as defined in the charter, did not occur by March 31, 2018, the cash dividend rate has been increased to 7.50%, until a Listing Event at which time, the annual dividend rate will be reduced to 5.75% of the Stated Value.

On March 24, 2020, the Company’s Board of Directors unanimously authorized the suspension of the payment of distributions on the Series A Preferred Stock; however, such distributions will continue to accrue in accordance with the terms of the Series A Preferred Stock. Since initial issuance, the Company had declared distributions of approximately $1,098,000 of which approximately $597,000 had been paid to Series A stockholders. As of June 30, 2022 and December 31, 2021, approximately $501,000 and $393,000 of Series A Preferred Stock distributions that were accrued and unpaid, respectively, are included in accounts payable and accrued expenses on the consolidated balance sheet.

On March 29, 2017, the Company filed with the State Department of Assessments and Taxation of Maryland Articles Supplementary to the charter of the Company classifying and designating 97,000 shares of its authorized capital stock as shares of Series 1 Convertible Redeemable Preferred Stock (“Series 1 Preferred Stock”), par value $0.0001 per share. On April 7, 2017, the Company commenced the Regulation D 506(b) private placement of shares of Series 1 Preferred Stock, together with warrants to acquire the Company’s Common Stock, to accredited investors.

The holders of the Series 1 Preferred Stock are entitled to receive, when and as authorized by the Company’s Board of Directors and declared by us out of legally available funds, cumulative, cash dividends on each share at an annual rate of 5.50% of the stated value pari passu with the dividend preference of the Series A Preferred Stock and in preference to any payment of any dividend on the Company’s Common Stock; provided that since a Listing Event, as defined in the charter, has not occurred by April 7, 2018, the annual dividend rate on all Series 1 Preferred Stock shares has been increased to 7.00% of the stated value until the occurrence of a Listing Event, at which time, the annual dividend rate will be reduced to 5.50% of the stated value. Based on the number of Series 1 Preferred Stock shares outstanding at December 31, 2021, the increased dividend rate costs the Company approximately $150,000 more per quarter in Series 1 dividends.

Each investor in the Series 1 offering received, for every $1,000 in shares subscribed by such investor, detachable warrants to purchase 35 shares of the Company’s Common Stock if the Company’s Common Stock is listed on a national securities exchange. The warrants’ exercise price is equal to 110% of the volume weighted average closing stock price of the Company’s Common Stock over a specified period as determined in accordance with the terms of the warrant; however, in no event shall the exercise price be less than $25 per share. If a Listing Event does not occur on or prior to the fifth anniversary of the final closing date of the Series 1 offering, the outstanding warrants expire automatically on such anniversary date without being exercisable by the holders thereof. If a Listing Event does occur on or before January 31, 2023, the five-year anniversary date, these warrants will then expire five years from the 90th day after the occurrence of a Listing Event. The Company engaged a third-party expert to value these warrants and the estimated value as of June 30, 2022 is immaterial. As of June 30, 2022, there were detachable warrants that may be exercised for 1,382,675 shares of the Company’s Common Stock after the 90th day following the occurrence of a Listing Event. If all the potential warrants outstanding at June 30, 2022 became exercisable because of a Listing Event and were exercised at the minimum price of $25 per share, gross proceeds to the Company would be approximately $34.6 million and as a result the Company would issue an additional 1,382,675 shares of Common Stock.

On March 24, 2020, the Company’s Board of Directors unanimously authorized the suspension of the payment of distributions on the Series 1 Preferred Stock, however, such distributions will continue to accrue in accordance with the terms of the Series 1 Preferred Stock. Since initial issuance, the Company had declared distributions of approximately $12.9 million of which approximately $6.4 million had been paid to Series 1 Preferred Stock stockholders. As of June 30, 2022 and December 31, 2021, approximately $6.5 million and $5.1 million of Series 1 Preferred Stock distributions that were accrued and unpaid, respectively, are included in accounts payable and accrued expenses on the consolidated balance sheet.

On August 25, 2021, in connection with the Closing, the Company entered into a warrant agreement (the “Warrant Agreement”) pursuant to which it issued to the Purchaser warrants to purchase up to 1,702,128 shares of Common Stock, at an exercise price of $11.75 per share for an aggregate cash purchase price of up to $20.0 million (the “Common Stock Warrants”). Each whole Common Stock Warrant entitles the registered holder thereof to purchase one whole share of Common Stock at a price of $11.75 per share (the “Warrant Price”), subject to customary adjustments, at any time following a “Liquidity Event,” which is defined as an initial public offering and/or Listing of the Common Stock on the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange. The Common Stock Warrants will expire five years after the date of the Warrant Agreement.

The Company assesses its warrants as either equity or a liability based upon the characteristics and provisions of each instrument. Warrants classified as equity are recorded at fair value as of the date of issuance on the Company’s balance sheet and no further adjustments to their valuation are made. Management estimates the fair value of these warrants using option pricing models and assumptions that are based on the individual characteristics of the warrants or other instruments on the valuation date, as well as assumptions for future financings, expected volatility, expected life, yield and risk-free interest rate.

As of June 30, 2022, all outstanding warrants issued by the Company were classified as equity.

On October 5, 2021, Color Up, LLC (“Purchaser”) initiated a Tender Offer (the “Offer”) to purchase up to 900,506 shares of Common Stock of the Company, at a price of $11.75 per share (the “Shares”). The Offer expired at 5:00 pm Eastern Time on November 5, 2021. A total of 878,082 Shares were validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”), and the Purchaser accepted for purchase all such Tendered Shares. The Purchaser initiated payment of an aggregate of approximately $10.3 million to the Company stockholders participating in the Offer.

On November 2, 2021, the Company, entered into a securities purchase agreement (the “Purchase Agreement”) by and among the Company, the Operating Partnership, and HS3 affiliated with Jeffrey Osher, a director of the Company, pursuant to which the Operating Partnership issued and sold to HS3 (a) 1,702,128 newly issued common units of limited partnership of the Operating Partnership (“OP Units”); and (b) 425,532 newly-issued Class A units of limited partnership of the Operating Partnership (“Class A Units”) which entitle HS3 to purchase up to 425,532 additional OP Units (the “Additional OP Units”) at an exercise price equal to $11.75 per Additional OP Unit, subject to adjustment as provided in the Class A Unit agreement, and HS3 paid to the Operating Partnership cash consideration of $20.0 million. The Company used proceeds from the Purchase Agreement for working capital purposes, including expenses related to the Purchase Agreement and the acquisition of two parking lots and related assets. The Additional OP Units are available to be exercised only upon completion of a liquidity event, as defined in the Purchase Agreement.

As of June 30, 2022, the Operating Partnership had approximately 17.0 million Operating Partnership units outstanding. Under the terms of the Third Amended and Restated Limited Partnership Agreement, Operating Partnership Unit holders may elect to exchange Operating Partnership Units for shares of the Company’s Common Stock upon completion of a liquidity event. The Operating Partnership Units outstanding as of June 30, 2022 are classified as noncontrolling interests within permanent equity on our consolidated balance sheets. There were no outstanding convertible Operating Partnership Units as of June 30, 2022.

The Dividend Reinvestment Plan (“DRIP”) allows stockholders to invest distributions in additional shares of our Common Stock, subject to certain limits. Stockholders who elect to participate in the DRIP may choose to invest all or a portion of their cash distributions in shares of our Common Stock at a price equal to our most recent estimated value per share. On March 22, 2018, the Company suspended payment of distributions and as such there are currently no distributions to invest in the DRIP.

On May 29, 2018, the Company’s Board of Directors suspended the Share Repurchase Program, other than for hardship repurchases in connection with a shareholder’s death. Repurchase requests made in connection with the death of a stockholder were repurchased at a price per share equal to 100% of the amount the stockholder paid for each share, or once the Company had established an estimated NAV per share, 100% of such amount as determined by the Company’s Board of Directors, subject to any special distributions previously made to the Company’s stockholders. On March 24, 2020, the Board of Directors suspended all repurchases, even in the case of a shareholder’s death.

On July 5, 2022, VRMI merged with and into Suncrest Holdings, LLC (“Suncrest”), an entity managed by an entity majority owned and controlled by Michael Shustek, the Company’s former Chief Executive Officer. On July 11, 2022 Suncrest assigned and sold five of the six notes issued originally by VRMI to certain of the subsidiaries of the Company as described in Note I above (collectively, the “VRMI Notes”) to VRMII. As a result, the obligations of Company subsidiaries under the five VRMI Notes, including all repayment obligations, are now owed to VRMII. All of the loans evidenced by the VRMI Notes mature and are payable in full on August 25, 2022.

On July 18, 2022, affiliates of MacKenzie Capital Management, LP (the “Bidder”), launched an unsolicited “mini-tender” offer for up to 103,500 shares of the Company’s Common Stock, which represents approximately 1.33% of the outstanding shares of the Company’s Common Stock, and up to 1,070 shares of the Company’s Preferred Stock, which represents 2.51% of the outstanding shares of the Company’s Preferred Stock combined, each as of July 18, 2022. On July 29, 2022, the Bidder announced the extension of the offering period for the “mini-tender” offer. The Board does not endorse the Bidder’s unsolicited mini-tender offer and recommends that stockholders do not tender their shares to the Bidder.

To the Shareholders and the Board of Directors of Mobile Infrastructure Corporation

We have audited the accompanying consolidated balance sheet of Mobile Infrastructure Corp., (formerly known as The Parking REIT) and subsidiaries (the “Company”), as of December 31, 2021, the related consolidated statement of operations, changes in equity, and cash flows, for the year ended December 31, 2021, and the related notes and schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Investment in Real Estate – Evaluation of Impairment – Refer to Note B to the financial statements.

The Company’s evaluation for impairment of its investment in real estate involves an initial assessment of each property to identify potential triggering events, such as significant decreases in operating results, changes in useful life, a plan to dispose of an asset, or the inability to recover the net book value of the property over its remaining economic life based upon net operating income (“NOI”) as forecasted for the current year or future years.

We identified the identification and analysis of impairment indicators for properties as a critical audit matter because of the significant assumptions management makes when identifying and analyzing indicators to determine whether events or changes in circumstances have occurred indicating that the carrying amounts of properties may not be recoverable. A high degree of auditor judgment was required when performing audit procedures to evaluate whether management appropriately identified and analyzed impairment indicators.

Our audit procedures related to the identification and analysis of properties for possible indications of impairment included the following, among others:

We have audited the accompanying consolidated balance sheet of Mobile Infrastructure Corp., formerly The Parking REIT, Inc. and Subsidiaries (the “Company”), as of December 31, 2020, the related consolidated statements of operations, changes in equity, and cash flows for the period in the year ended December 31, 2020, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements

As of December 31, 2021, the Company 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. The Company also owns approximately 0.1 million square feet of retail/commercial space adjacent to its parking facilities.

The Company previously elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes and operated in a manner that allowed the Company to qualify as a REIT through December 31, 2019. As a consequence of the COVID-19 pandemic, the Company entered into temporary lease amendments with some of its tenants during the year ended December 31, 2020. The income generated under these lease amendments did not constitute qualifying REIT income for purposes of the annual REIT gross income tests, and, as a result, the Company was not in compliance with the annual REIT income tests for the year ended December 31, 2020. Accordingly, the Company did not qualify for taxation as a REIT in 2020 and has been taxed as a C corporation beginning with its 2020 taxable year.

As a C corporation, the Company is subject to federal income tax on its taxable income at regular corporate rates. In addition, any distributions to our stockholders will not be deductible by the Company. As a result, being taxed as a C corporation rather than as a REIT could reduce the cash available for distribution by the Company to its stockholders. Moreover, as a C corporation, the Company is not required to distribute any amounts to its stockholders.

On January 8, 2021, the Company entered into an equity purchase and contribution agreement (the “Purchase Agreement”) by and among the Company, the Operating Partnership, Vestin Realty Mortgage I, Inc. (“VRMI”), Vestin Realty Mortgage II, Inc. (“VRMII”) and Michael V. Shustek (“Mr. Shustek” and together with VRMI and VRMII, the “Former Advisor”) and Color Up (the “Purchaser”). The transactions contemplated by the Purchase Agreement are referred to herein collectively as the “Transaction.”

of $35.0 million of cash, three parking assets with a fair value of approximately $98.8 million (“Contributed Interests”) and technology with a fair value of $4.0 million. The Company also assumed long-term debt with a fair value of approximately $44.5 million. In addition, the Company issued warrants to Color Up to purchase up to 1,702,128 shares of Common Stock at an exercise price of $11.75 for an aggregate cash purchase price of up to $20 million. The fair value of the warrants recorded as of the Closing was approximately $3.3 million. Transaction expenses not directly related to the acquisition of the Contributed Interests or issuance of OP Units of approximately $12.2 million and the settlement of the deferred management internalization liability of $10.0 million were recorded in transaction expenses and settlement of deferred management internalization, respectively, in the Statement of Operations.

The Company also assumed long-term debt with a fair value of approximately $44.5 million. In addition, the Company issued warrants to Color Up to purchase up to 1,702,128 shares of Common Stock at an exercise price of $11.75 for an aggregate cash purchase price of up to $20 million. The fair value of the warrants recorded as of the Closing was approximately $3.3 million. Transaction expenses not directly related to the acquisition of the Contributed Interests or issuance of OP Units of approximately $12.2 million and the settlement of the deferred management internalization liability of $10.0 million were recorded in transaction expenses and settlement of deferred management internalization, respectively, in the Statement of Operations.

Management assessed the potential accounting treatment for the Transaction by applying ASC 805 and determined the Transaction did not result in a change of control. As a result, the three real estate assets and the technology platform acquired, described above, were accounted for by the Company as asset acquisitions in the financial statements, resulting in the recognition of assets and liabilities, at acquired cost and reflect the capitalization of any transaction costs directly attributable to the asset acquisitions.

The following schedules sets forth how the consideration exchanged in the Transaction was allocated among the various assets acquired and liabilities acquired or settled.

The Company has incurred net losses since its inception and anticipates net losses and negative operating cash flows for the near future. For the year ended December 31, 2021, the Company had a net loss of $12.4 million and had $16.7 million in cash, cash equivalents and restricted cash. In connection with preparing the consolidated financial statements as of December 31, 2021 and for the year then ended, management evaluated the extent of the impact from the COVID-19 pandemic on the Company’s business and its future liquidity for one year from the issuance of the December 31, 2021 financial statements.

As of December 31, 2021, the Company had $67.5 million of notes payable maturing during 2022. Effective March 29, 2022, the Company secured a $75.0 million loan with a $75.0 million accordion feature (the “Credit Facility”). The initial $75.0 million will be used for maturities in 2022, whereas the accordion can be utilized for acquisitions, capital expenditures, and other working capital requirements of the Company. This refinancing significantly reduces cash paid

for interest payments, thus improving the cash position of the Company, as well as provides the Company flexibility for working capital and growth via acquisitions. These plans have alleviated the previously identified substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.

The consolidated financial statements of the Company are prepared on the accrual basis of accounting and in accordance with principles generally accepted in the United States of America (“GAAP”) for financial information as contained in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), and in conjunction with rules and regulations of the SEC. In the opinion of management, all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented have been included.

The consolidated financial statements include the accounts of the Company, the Operating Partnership, each of their wholly owned subsidiaries, and all other entities in which the Company has a controlling financial interest. For entities that meet the definition of a variable interest entity (“VIE”), the Company consolidates those entities when the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary when it possesses both the unilateral power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company continually evaluates whether it qualifies as the primary beneficiary and reconsiders its determination of whether an entity is a VIE upon reconsideration events. All intercompany activity is eliminated in consolidation.

The Company had fourteen parking tenants/operators during the years ended December 31, 2021 and 2020, respectively. One tenant operator, SP + Corporation (Nasdaq: SP) (“SP+”), represented 60.5% and 61.0% of the Company’s parking rental revenue for the years ended December 31, 2021 and 2020, respectively. Premier Parking Service, LLC represented 12.6% and 15.9% of the Company’s parking rental revenue for the years ended December 31, 2021 and 2020, respectively.

In addition, the Company had concentrations in Cincinnati (20.8% and 8.1%), Detroit (13.8% and 19.0%), Chicago (9.5% and 0.0%), and Houston (8.5% and 11.7%) based on book value of the real estate the Company owned, as of December 31, 2021 and 2020, respectively.

For the year ended December 31, 2021, 52.2% of the Company’s outstanding accounts receivable balance was with SP+. For the year ended December 31, 2020, 47.1% and 24.9% of the Company’s outstanding accounts receivable balance was with SP+ and Premier Parking, respectively.

All assets acquired and liabilities assumed in an acquisition of real estate accounted for as a business combination are measured at their acquisition date fair values. For acquisitions of real estate accounted for as an asset acquisition, the fair value of consideration transferred by the Company (including transaction costs) is allocated to all assets acquired and liabilities assumed on a relative fair value basis.

When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, the

property is written down to fair value and an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net income.

The Company recorded no impairment charges for the year ended December 31, 2021 and $14.1 million for the year ended December 31, 2020. These charges were recorded to write down the carrying value of investments in real estate to their current fair values. Management used an independent third-party to determine the fair value primarily using the income capitalization approach based on the contracted rent to be received from the operator or the sales comparison approach. The income capitalization approach reflects the property’s income-producing capabilities based on the assumption that value is created by the expectation of benefits to be derived in the future. The sales comparison approach utilizes sales of comparable properties, adjusted for differences, to indicate value.

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value and may consist of investments in money market accounts and money market funds. From time to time, the cash and cash equivalent balances at one or more of our financial institutions may exceed the Federal Depository Insurance Corporation coverage.

Restricted cash primarily consists of escrowed tenant improvement funds, real estate taxes, capital improvement funds, insurance premiums and other amounts required to be escrowed pursuant to loan agreements.

The majority of the Company’s revenue is lease revenue derived from real estate assets, which is accounted for under ASC Topic 842, Leases (“ASC 842”). The Company records lease and lease-related revenue as Rental Income on the consolidated statements of operations, in accordance with ASC 842. The majority of the Company’s leases are structured such that tenants pay base rent and percentage rent in an amount equal to a designated percentage of the amount by which gross revenues at the property during any lease year exceed a negotiated base amount; tenants are also financially responsible for all, or substantially all, property-level operating and maintenance expenses, subject to certain exceptions. Percentage rent is typically based on the amount by which gross revenues of the parking facility exceeds a base amount, which allows the tenant to off-set some of its property-level operational expenses. Base rent income is recognized on a straight-line basis over the terms of the respective leases. The majority of the Company’s lease agreements contain provisions that grant additional rents based on a tenant’s sales volume (percentage rent). Percentage rent is recognized when tenants exceed a designated percentage of the amount by which gross revenues at the property during any lease year exceed a negotiated base rent amount. The Company negotiates base rent, percentage rent and the base amount used in the calculation of percentage rent with the applicable tenant based on economic factors applicable to the particular parking facility and geographic market.

In general, the Company expects that the rent received from tenants will constitute the majority of the gross receipts generated at such parking facility above the applicable negotiated threshold.

A lease is determined to be an operating, sales-type, or direct financing lease using the criteria established in ASC 842. Leases will be considered either sales-type or direct financing leases if any of the following criteria are met:

If none of the criteria listed above are met, the lease is classified as an operating lease. Currently, all of the Company’s leases are classified as operating leases, and we expect that the majority, if not all, of the leases will continue to be classified as operating leases based upon the typical lease terms.

Reimbursements from tenants for recoverable real estate taxes and operating expenses that are fixed per the terms of the applicable lease agreements are recorded on a straight-line basis. The majority of lease agreements with tenants, however, provide for tenant reimbursements that are variable depending upon the applicable expenses incurred. These reimbursements are accrued as revenue in the period in which the applicable expenses are incurred. Certain assumptions and judgments are made in estimating the reimbursements at the end of each reporting period. The Company does not expect the actual results to materially differ from the estimated reimbursements. Both fixed and variable tenant reimbursements are recorded as Rental Income in the consolidated statements of operations. Historically, the Company had certain leases in which the tenant was responsible for property tax payments, but remitted funds directly to the Company. In accordance, with ASC 842, these property tax payments are recorded gross on the consolidated statement of operations. For new leases entered into in 2021 and going forward, the Company will be solely responsible for the property tax payments.

Historically, the Company periodically reviewed the collectability of outstanding receivables. Following the adoption of ASC 842, lease receivables are reviewed continually to determine whether or not it is probable that we will realize substantially all remaining lease payments for each of our tenants (i.e., whether a tenant is deemed to be a credit risk). Additionally, the Company records a general reserve based on a review of operating lease receivables at a company level to ensure they are properly valued based on analysis of historical bad debt, outstanding balances, and the current economic climate. If it is not probable substantially all of the remaining lease payments from a tenant will be collected, revenue for that tenant is recorded on a cash basis (“cash-basis tenant”), including any amounts relating to straight-line rent receivables and/or receivables for recoverable expenses. Recording lease income on an accrual basis will resume for cash-basis tenants once the Company believes the collection of rent for the remaining lease term is probable, which will generally be after a period of regular payments. Under ASC 842, the aforementioned adjustments as well as any reserve for disputed charges are recorded as a reduction of Rental Income on the consolidated statements of operations. As of December 31, 2021 and 2020, the reserve in accounts receivable for uncollectible amounts was $141,000 and $700,000, respectively.

In addition to lease-related revenue, the Company also derives revenue from management agreements. Management agreements are accounted for within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) and are recorded as Management Income on the consolidated statements of operations. Management income is a single revenue stream.

As a result of the COVID-19 pandemic, the Company transitioned certain leases to management agreements in 2020. Per these management agreements, the tenant operated the property on behalf of the Company and paid their operating expenses from gross parking revenue and was required to remit an agreed upon percentage of the remainder to the Company instead of base rent payments. Revenues from these properties are recorded as management income. During 2021, the Company reverted all management contracts back to leases.

Due to the nature of the services being provided under our Management Agreements, the performance obligation has a variable component and is earned over time. We calculate the amount earned at the end of each month and amounts are due monthly.

The Company discovered that the reimbursable property tax related to certain of its properties should have been recorded on a gross basis in the Statement of Operations. An adjustment has been made to the Consolidated Statements of Operations for the fiscal year ended December 31, 2020. Property taxes and rental revenue were both increased by

$1.3 million to properly report property tax expense and tenant reimbursement of property tax expense on a gross basis in accordance with ASC 842. This correction had no effect on the reported results of operations.

Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five years for fixtures and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.

The Company is required to make assessments as to the useful lives of the Company’s properties for purposes of determining the amount of depreciation to record on an annual basis with respect to the Company’s investments in real estate. These assessments have a direct impact on the Company’s net income because if the Company were to shorten the expected useful lives of the Company’s investments in real estate, the Company would depreciate these investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis.

The Company records stock-based compensation expense according to the provisions of ASC Topic 718, Compensation – Stock Compensation. ASC Topic 718 requires all share-based payments to employees and nonemployees, to be recognized in the financial statements based on their fair values. Under the provisions of ASC Topic 718, the Company determines the appropriate fair value to be used for valuing share-based payments.

The Company has a stock-based incentive award plan, which is accounted for under the guidance for share based payments. The expense for such awards will be included in general and administrative expenses and is recognized over the vesting period or when the requirements for exercise of the award have been met (See Note F — Stock-Based Compensation).

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Valuation allowances are established when management determines that it is more likely than not that all or some portion of the deferred tax asset will not be realized. A full valuation allowance has been recorded for deferred tax assets due to the Company’s history of taxable losses.

The Company uses a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolutions of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more likely than not of being realized upon ultimate settlement. The Company believes that its income tax filing positions and deductions would be sustained upon examination; thus, the Company has not recorded any uncertain tax positions as of December 31, 2021 and 2020.

The Company calculates basic income (loss) per share by dividing net income (loss) for the period by weighted-average shares of its common stock outstanding for the respective period. Diluted income per share considers the effect of dilutive instruments, such as stock options, warrants, and convertible stock, but uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding.

Noncontrolling interests represent the portion of equity that we do not own in the entities we consolidate. The Company classifies noncontrolling interests within permanent equity on the Company’s consolidated balance sheets. On the face of the consolidated statements of operations, the Company discloses the amounts of net loss attributable to the parent and to the non-controlling interest.

additional investigation, including a Phase II environmental assessment. Furthermore, the Company has adopted a policy of conducting a Phase I environmental study on each property acquired and any additional investigation as warranted.

The Company believes that it complies, in all material respects, with all federal, state and local ordinances and regulations regarding hazardous or toxic substances. Furthermore, as of December 31, 2021, the Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations. The Company, however, cannot predict the impact of any unforeseen environmental contingencies or new or changed laws or regulations on properties in which the Company holds an interest, or on properties that may be acquired directly or indirectly in the future.

The following table is a summary of the parking asset acquisitions for the year ended December 31, 2021.

The following table is a summary of the allocated acquisition value of all properties acquired by the Company for the year ended December 31, 2021.

There were no dispositions of investments in real estate or properties held for sale in 2021.

On May 26, 2020, the Company sold a parking garage in San Jose, California for cash consideration of $4.1 million. The Company used $2.5 million of the proceeds to pay off the existing promissory note secured by the MVP San Jose 88 Garage, LLC. The property was originally purchased in June 2016 for approximately $3.6 million. The gain on sale was approximately $0.7 million, net of all closing costs.

There were no acquisitions of investments in real estate or properties held for sale in 2020.

On October 5, 2021, Color Up, LLC (“Purchaser”) initiated a Tender Offer (the “Offer”) to purchase up to 900,506 shares of common stock of the Company, at a price of $11.75 per share (the “Shares”). The Offer expired at 5:00 pm Eastern Time on November 5, 2021. A total of 878,082 Shares were validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”), and the Purchaser accepted for purchase all such Tendered Shares. The Purchaser initiated payment of an aggregate of approximately $10.3 million to the Company stockholders participating in the Offer.

Effective November 8, 2021, the Purchaser executed a subscription agreement with the Company pursuant to which the Purchaser acquired the remaining 22,424 Shares not purchased through the Offer at $11.75 per share. As a result of the Offer and the purchase of Shares pursuant to the subscription agreement, the Purchaser directly owns 2,624,831 shares (approximately 33.81%) of Company common stock as of November 8, 2021.

In connection with the Offer, the Company’s Board of Directors agreed to reimburse Color Up for the fees and costs incurred in connection with the Offer. The Company paid approximately $0.1 million as reimbursement of such tender offer fees and expenses.

On August 25, 2021, the Company, the Operating Partnership and Color Up entered into the Tax Matters Agreement, pursuant to which the Operating Partnership agreed to indemnify Color Up and certain affiliates and transferees of Color Up, together, the Protected Partners, against certain adverse tax consequences in connection with (1) (i) a taxable disposition of certain specified properties and (ii) certain dispositions of the Protected Partners’ interest in the Operating Partnership, in each case, prior to the tenth anniversary of the completion of the Transaction (or earlier, if certain conditions are satisfied); and (2) the Operating Partnership’s failure to provide the Protected Partners the opportunity to guarantee a specified amount of debt of the Operating Partnership during the period ending on the tenth anniversary of the completion of the Transaction (or earlier, if certain conditions are satisfied). In addition, and for so long as the Protected Partners own at least 20% of the units in the Operating Partnership received in the Transaction, the Company agreed to use commercially reasonable efforts to provide the Protected Partners with similar guarantee opportunities.

On November 2, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) by and among the Company, the Operating Partnership, and HSCP Strategic III, L.P., a Delaware limited partnership (“HS3”) affiliated with Purchaser, pursuant to which the Operating Partnership issued and sold to HS3 (a) 1,702,128 newly issued common units of limited partnership of the Operating Partnership (“OP Units”); and (b) 425,532 newly-issued Class A units of limited partnership of the Operating Partnership (“Class A Units”) which entitle HS3 to purchase up to 425,532 additional OP Units (the “Additional OP Units”) at an exercise price equal to $11.75 per Additional OP Unit, subject to adjustment as provided in the Class A Unit Agreement, and HS3 paid to the Operating Partnership cash consideration of $20.0 million. The Company intends to use proceeds from the Purchase Agreement for working capital purposes, including expenses related to the Purchase Agreement and the acquisition of two parking lots and related assets. The Additional OP Units are available to be exercised only upon completion of a liquidity event, as defined in the Purchase Agreement.

Two of the Company’s Cincinnati assets, 1W7 Carpark and 222W7, are currently operated by PCA, Inc., dba Park Place Parking. Park Place Parking is a private parking operator that is wholly owned by relatives of the Company’s CEO. The Company’s CEO is neither an owner nor beneficiary of Park Place Parking. Park Place Parking has been operating these assets for four and three years, respectively. Both assets were acquired with their management agreements in place and at the same terms under which they were operating prior to the Transaction. As of December 31, 2021, Park Place Parking owed the Company approximately $121,000 which is included in accounts receivable on the consolidated balance sheet and has been paid in full as of filing date.

During 2021, VRMI and VRMII acquired $11.5 million of outstanding notes payable the Company had with various lenders. As of December 31, 2021, these notes payable are included in notes payable and paycheck protection program loan on the consolidated balance sheet and interest expense of $0.4 million included on consolidated statement of operations.

As of December 31, 2020, MVP Capital Partners II, LLC, the former Sponsor, owned 9,108 shares, VRM II owned 1,084,960 shares and VRM I owned 616,834 shares of the Company’s outstanding Common Stock. No distributions were received by either entity during the year ended December 31, 2020 due to the suspension of the distributions.

As of December 31, 2020, VRM I and VRM II owned 40% and 60%, respectively, of the former Advisor. Neither VRM I nor VRM II paid any up-front consideration for these ownership interests, but each agreed to be responsible for its proportionate share of future expenses of the former Advisor.

On March 29, 2019, the Company entered into a Contribution Agreement (the “Contribution Agreement”) with the former Advisor, Vestin Realty Mortgage I, Inc. (“VRTA”) (solely for purposes of Section 1.01(c) thereof), Vestin Realty Mortgage II, Inc. (“VRTB”) (solely for purposes of Section 1.01(c) thereof) and Shustek (solely for purposes of Section 4.03 thereof). In exchange for the Contribution, the Company agreed to issue to the former Advisor 1,600,000 shares of Common Stock as consideration (the “Consideration”), issuable in four equal installments. The first three installments of 400,000 shares of Common Stock per installment were issued on April 1, 2019, December 31, 2019 and December 31, 2020, respectively. The remaining installment was due to be issued on December 31, 2021; however, pursuant to the Purchase Agreement, the Advisor agreed to surrender its claim to such shares.

On October 14, 2020, the Compensation Committee of the Board of Directors of the Company approved the award of non-restricted shares to the Company’s four independent directors and to the Company’s former chief financial officer, J. Kevin Bland. Total stock-compensation expense for the year ended December 31, 2020 was approximately $144,000. The non-restricted shares were issued by the Company on March 1, 2021 at a price of $11.75 per share. This price equals the net asset value of the Company, which was approved by the Board of Directors. The shares awarded fully vested immediately upon issuance and these shares are not from the Company’s Long-Term Incentive Plan. No share-based compensation awards were granted during 2021.

The Company’s board of directors has adopted a long-term incentive plan which the Company may use to attract and retain qualified directors, officers, employees and consultants. The Company’s long-term incentive plan will offer these individuals an opportunity to participate in the Company’s growth through awards in the form of, or based on, the Company’s common stock. The Company currently anticipates that it will not issue awards under the Company’s long-term incentive plan, although it may do so in the future, including possible equity grants to the Company’s independent directors as a form of compensation.

The long-term incentive plan authorizes the granting of restricted stock, stock options, stock appreciation rights, restricted or deferred stock units, dividend equivalents, other stock-based awards and cash-based awards to directors, officers, employees and consultants of the Company and the Company’s affiliates selected by the board of directors for participation in the Company’s long-term incentive plan. Stock options granted under the long-term incentive plan will not exceed an amount equal to 10% of the outstanding shares of the Company’s common stock on the date of grant of any such stock options. Stock options may not have an exercise price that is less than the fair market value of a share of the Company’s common stock on the date of grant.

The Company’s Board of Directors or a committee appointed by its Board of Directors will administer the long-term incentive plan, with sole authority to determine all of the terms and conditions of the awards, including whether the grant, vesting or settlement of awards may be subject to the attainment of one or more performance goals. No awards will be granted under the long-term incentive plan if the grant or vesting of the awards would jeopardize the Company’s status as a REIT under the Code or otherwise violate the ownership and transfer restrictions imposed under its charter. Unless otherwise determined by the Company’s Board of Directors, no award granted under the long-term incentive plan will be transferable except through the laws of descent and distribution.

The Company has authorized and reserved an aggregate maximum number of 500,000 common shares for issuance under the long-term incentive plan. In the event of a transaction between the Company and its stockholders that causes the per-share value of the Company’s common stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering or large nonrecurring cash dividend), the share authorization limits under the long-term incentive plan will be adjusted proportionately and the Board of Directors will make such adjustments to the long-term incentive plan and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. In the event of a stock split, a stock dividend or a combination or consolidation of the outstanding shares of common stock into a lesser number of shares, the authorization limits under the long-term incentive plan will automatically be adjusted proportionately and the shares then subject to each award will automatically be adjusted proportionately without any change in the aggregate purchase price.

The Company’s Board of Directors may in its sole discretion at any time determine that all or a portion of a participant’s awards will become fully vested. The board may discriminate among participants or among awards in exercising such discretion. The long-term incentive plan will automatically expire on the tenth anniversary of the date on which it is approved by the Board of Directors and stockholders, unless extended or earlier terminated by the Board of Directors. The Company’s board of directors may terminate the long-term incentive plan at any time. The expiration or other termination of the long-term incentive plan will not, without the participant’s consent, have an adverse impact on any award that is outstanding at the time the long-term incentive plan expires or is terminated. The Board of Directors may amend the long-term incentive plan at any time, but no amendment will adversely affect any award without the participant’s consent and no amendment to the long-term incentive plan will be effective without the approval of the Company’s stockholders if such approval is required by any law, regulation or rule applicable to the long-term incentive plan. There are no awards outstanding under the long-term incentive plan.

A schedule of the Company’s intangible assets and related accumulated amortization and accretion for the years ended December 31, 2021 and 2020 is as follows:

Amortization of the acquired in-place leases and lease commissions are included in depreciation in the accompanying consolidated statements of operations. Amortization expense associated with intangible assets totaled $244,000 and $356,000 for the years ended December 31, 2021 and 2020, respectively.

A schedule of future amortization and accretion of acquired intangible assets for the years ended December 31, 2022 and thereafter is as follows:

As of December 31, 2021 and 2020, the principal balances on notes payable are as follows:

Total interest expense incurred for the years ended December 31, 2021 and 2020 was approximately $9.2 million and $8.5 million, respectively. Total loan amortization cost for the years ended December 31, 2021 and 2020 was approximately $0.3 million and $0.8 million, respectively. Additionally, $0.8 million and $0.9 million of notes payable were included in accounts payable and accrued expenses on the consolidated balance sheet as of December 31, 2021 and 2020, respectively.

As of December 31, 2021, future principal payments on notes payable are as follows:

The following table shows notes payable settled or paid in full during the years ended December 31, 2021 and 2020:

Reserve funds are generally required for repairs and replacements, real estate taxes, and insurance premiums. Some notes contain various terms and conditions including debt service coverage ratios and debt yield limits. Borrowers for seven of the Company’s loans totaling $96.0 million and two loans totaling $47.5 million failed to meet loan covenants as of December 31, 2021 and 2020, respectively. As a result, these borrowers are subject to additional cash management procedures, which resulted in approximately $359,000 and $79,000 of restricted cash at December 31, 2021 and 2020, respectively. In order to exit these procedures, certain debt service coverage ratios or debt yield tests must be exceeded for two consecutive quarters to return to less restrictive cash management procedures.

During 2020, the Company and the lenders modified loan agreements to defer or cancel payments into repair and replacement reserves commencing between April 2020 and August 2020 and lasting three to six months. At December 31, 2021 and 2020, the Company had $0 and $172,000 in deferred repair and maintenance reserve payments, respectively.

The Company’s financial instruments include cash and cash equivalents, restricted cash, and accounts payable. Due to their short maturities, the carrying amounts of these assets and liabilities approximate fair value. The estimated fair value of the Company’s debt was approximately $161.2 million and $210.4 million as of December 31, 2021 and 2020, respectively, which is considered a Level 2 measurement.

Our real estate assets are measured and recognized at fair value, less costs to sell held-for-sale properties, on a nonrecurring basis dependent upon when we determine an impairment has occurred. During the year ended December 31, 2020, the Company impaired assets that had operational impairment indicators. Management used an

independent third-party to determine the fair value primarily using the income capitalization approach based on the contracted rent to be received from the operator or the sales comparison approach. The income capitalization approach reflects the property’s income-producing capabilities based on the assumption that value is created by the expectation of benefits to be derived in the future. The sales comparison approach utilizes sales of comparable properties, adjusted for differences, to indicate value. These methods are considered Level 2 measurements in the hierarchy.

The Company, through a wholly owned subsidiary of the Operating Partnership, owns a 51.0% beneficial interest in MVP St. Louis Cardinal Lot DST, a Delaware statutory trust (“MVP St. Louis”). MVP St. Louis is the owner of a 2.56-acre, 376-vehicle commercial parking lot, known as the Cardinal Lot (the “Property”).

In connection with the Closing, the Former Advisor transferred ownership of the Manager to Manuel Chavez, the Chief Executive Officer of the Company. This change in structure was deemed a reconsideration event and therefore the Company reevaluated whether it had control. Based on the Company’s evaluation, the Company began consolidating the investment in MVP St. Louis and MVP St. Louis Cardinal Lot Master Tenant, LLC, which had total assets and liabilities of approximately $12.0 million and approximately $6.2 million, respectively, as of August 25, 2021. These assets and liabilities were recorded at fair value as of the date of consolidation, and a gain of $360,000 was recognized in the Statement of Operations.

Amounts related to MVP St. Louis included in the consolidated balance sheet are as follows:

Summarized Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments

The Company executed a lease agreement for its former office space at 9130 W. Post Rd., Suite 200, Las Vegas, NV 89148 with a commencement date of January 10, 2020. The lease had a ten-year term with an annual payment of $180,480 per annum during the lease term. The lease is accounted for as an operating lease under ASU 2016-02, Leases – (Topic 842). The Company recognized a Right of Use (“ROU”) Leased Asset and a ROU Lease Liability on the lease commencement date. Through the discounting of the remaining lease payments at the Company’s incremental borrowing rate of 5.382%, the value of both the ROU asset and ROU liability recognized at commencement date was approximately $1.4 million. As a result of the Closing of the Transaction, the Company terminated this lease effective September 30, 2021. The unamortized value of the ROU Lease Asset and a ROU Lease liability, on this date, were each approximately $1.2 million. These balances were written off and the company paid a $961,000 lease termination fee at Closing included in Transaction expenses in the consolidated statement of operations.

The Company recognized approximately $176,000 and $112,000 of operating lease expense during the years ended December 31, 2021 and 2020, respectively. This expense is included in general and administrative expense.

The Company accounts for rental income and percentage rent income in accordance with ASC 842 - Leases. The majority of the Company’s leases are largely similar and the lease agreements generally contain similar provisions and features, without substantial variations. All leases are currently classified as operating leases. The following table summarizes the components of lease revenue recognized during the years ended December 31, 2021 and 2020 included within the Company’s Consolidated Statements of Operations:

Approximate future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of December 31, 2021, assuming no new or renegotiated leases or option extensions on lease agreements, are as follows:

A full valuation allowance for deferred tax assets was historically provided each year since the Company believed that as a REIT it was more likely than not that it would not realize the benefits of its deferred tax assets. As a taxable C Corporation, the Company has evaluated its deferred tax assets for the year ended December 31, 2021, which consist primarily of net operating losses and its investment in the Operating Partnership (as a result of the Closing). Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended December 31, 2021. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. Due to the ongoing impact to the Company of the COVID-19 pandemic to the Company, the Company has determined that it will continue to record a full valuation allowance against its deferred tax assets for the year ended December 31, 2021. A change in circumstances may cause the Company to change its judgment about whether deferred tax assets should be recorded, and further whether any such assets would more likely than not be realized. The Company would generally report any change in the valuation allowance through its income statement in the period in which such changes in circumstances occur.

The provision for income taxes for the years ended December 31, 2021, and 2020 consisted of the following, which is included in general and administrative expense on the consolidated statement of operations:

The following table presents a reconciliation of the statutory corporate U.S. federal income tax rate to the Company’s effective tax rate as of December 31, 2021:

The balances for deferred taxes for the years ended December 31, 2021, and 2020 consisted of the following:

Each investor in the Series A offering received, for every $1,000 in shares subscribed by such investor, detachable warrants to purchase 30 shares of the Company’s Common Stock if the Company’s Common Stock is listed on a national securities exchange. The warrants’ exercise price is equal to 110% of the volume weighted average closing stock price of the Company’s Common Stock over a specified period as determined in accordance with the terms of the warrant; however, in no event shall the exercise price be less than $25 per share. If a Listing Event does not occur on or prior to the fifth anniversary of the final closing date of the Series A offering, the outstanding warrants expire automatically on such anniversary date without being exercisable by the holders thereof. If a Listing Event does occur on or before March 24, 2022, the five-year anniversary date, these warrants will then expire five years from the 90^th day after the occurrence of a Listing Event. The Company engaged a third-party expert to value these warrants and the estimated value as of December 31, 2021 is immaterial. As of December 31, 2021, there were detachable warrants that could be exercised for 84,510 shares of the Company’s Common Stock, if a Listing Event occurs on or before March 22, 2022, after the 90th day following the occurrence of a Listing Event. If all the potential warrants outstanding at December 31, 2021 became exercisable because of a Listing Event and were exercised at the minimum price of $25 per share, gross proceeds to the Company would be approximately $2.1 million and the Company would as a result issue an additional 84,510 shares of common stock.

$990,000 of which approximately $597,000 had been paid to Series A stockholders. As of December 31, 2021 and 2020, approximately $393,000 and $178,000 of Series A Preferred Stock distributions that were accrued and unpaid, respectively, are included in accounts payable and accrued expenses on the consolidated balance sheet.

The holders of the Series 1 Preferred Stock are entitled to receive, when and as authorized by the Company’s Board of Directors and declared by us out of legally available funds, cumulative, cash dividends on each Share at an annual rate of 5.50% of the Stated Value pari passu with the dividend preference of the Series A Preferred Stock and in preference to any payment of any dividend on the Company’s Common Stock; provided that since a Listing Event has not occurred by April 7, 2018, the annual dividend rate on all Series 1 Preferred Stock shares has been increased to 7.00% of the Stated Value until the occurrence of a Listing Event, at which time, the annual dividend rate will be reduced to 5.50% of the Stated Value. Based on the number of Series 1 Preferred Stock shares outstanding at December 31, 2021, the increased dividend rate costs the Company approximately $150,000 more per quarter in Series 1 dividends.

Each investor in the Series 1 offering received, for every $1,000 in shares subscribed by such investor, detachable warrants to purchase 35 shares of the Company’s Common Stock if the Company’s Common Stock is listed on a national securities exchange. The warrants’ exercise price is equal to 110% of the volume weighted average closing stock price of the Company’s Common Stock over a specified period as determined in accordance with the terms of the warrant; however, in no event shall the exercise price be less than $25 per share. If a Listing Event does not occur on or prior to the fifth anniversary of the final closing date of the Series 1 offering, the outstanding warrants expire automatically on such anniversary date without being exercisable by the holders thereof. If a Listing Event does occur on or before January 31, 2023, the five-year anniversary date, these warrants will then expire five years from the 90^th day after the occurrence of a Listing Event. The Company engaged a third-party expert to value these warrants and the estimated value as of December 31, 2021 is immaterial. As of December 31, 2021, there were detachable warrants that may be exercised for 1,382,675 shares of the Company’s Common Stock after the 90th day following the occurrence of a Listing Event. If all the potential warrants outstanding at December 31, 2021 became exercisable because of a Listing Event and were exercised at the minimum price of $25 per share, gross proceeds to the Company would be approximately $34.6 million and as a result the Company would issue an additional 1,382,675 shares of Common Stock.

On March 24, 2020, the Company’s Board of Directors unanimously authorized the suspension of the payment of distributions on the Series 1 Preferred Stock, however, such distributions will continue to accrue in accordance with the terms of the Series 1 Preferred Stock. Since initial issuance, the Company had declared distributions of approximately $11.5 million of which approximately $6.4 million had been paid to Series 1 Preferred Stock stockholders. As of December 31, 2021 and 2020, approximately $5.1 million and $2.3 million of Series 1 Preferred Stock distributions that were accrued and unpaid, respectively, are included in accounts payable and accrued expenses on the consolidated balance sheet.

On August 25, 2021, in connection with the Closing, the Company entered into a warrant agreement (the “Warrant Agreement”) pursuant to which it issued warrants to the Purchaser to purchase up to 1,702,128 shares of Common Stock, at an exercise price of $11.75 per share for an aggregate cash purchase price of up to $20.0 million (the “Common Stock Warrants”). Each whole Common Stock Warrant entitles the registered holder thereof to purchase one whole share of Common Stock at a price of $11.75 per share (the “Warrant Price”), subject to customary adjustments, at any

time following a “Liquidity Event,” which is defined as an initial public offering and/or Listing of the Common Stock on the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange. The Common Stock Warrants will expire five years after the date of the Warrant Agreement.

As of December 31, 2021, all outstanding warrants issued by the Company were classified as equity.

On November 2, 2021, the Company, entered into a securities purchase agreement (the “Purchase Agreement”) by and among the Company, the Operating Partnership, and HSCP Strategic III, L.P., a Delaware limited partnership (“HS3”) affiliated with Purchaser, pursuant to which the Operating Partnership issued and sold to HS3 (a) 1,702,128 newly issued common units of limited partnership of the Operating Partnership (“OP Units”); and (b) 425,532 newly-issued Class A units of limited partnership of the Operating Partnership (“Class A Units”) which entitle HS3 to purchase up to 425,532 additional OP Units (the “Additional OP Units”) at an exercise price equal to $11.75 per Additional OP Unit, subject to adjustment as provided in the Class A Unit Agreement, and HS3 paid to the Operating Partnership cash consideration of $20.0 million. The Company used proceeds from the Purchase Agreement for working capital purposes, including expenses related to the Purchase Agreement and the acquisition of two parking lots and related assets. The Additional OP Units are available to be exercised only upon completion of a liquidity event, as defined in the Purchase Agreement.

As of December 31, 2021, the Operating Partnership (“OP”) had approximately 17.0 million OP units outstanding. Under the terms of the Third Amended and Restated Limited Partnership Agreement, OP Unit holders may elect to exchange OP Units for shares of the Company’s Common Stock upon completion of a liquidity event. The OP Units outstanding as of December 31, 2021 are classified as Non-controlling Interests within permanent equity on our consolidated balance sheets. There were no outstanding convertible OP Units as of December 31, 2020.

The Dividend Reinvestment Plan (“DRIP”) allows stockholders to invest distributions in additional shares of our Common Stock, subject to certain limits. Stockholders who elect to participate in the DRIP may choose to invest all or a portion of their cash distributions in shares of our Common Stock at a price equal to our most recent estimated value per share. On March 22, 2018 the Company suspended payment of distributions and as such there are currently no distributions to invest in the DRIP.

On May 29, 2018, the Company’s Board of Directors suspended the Share Repurchase Program, other than for hardship repurchases in connection with a shareholder’s death. Repurchase requests made in connection with the death of a stockholder were repurchased at a price per share equal to 100% of the amount the stockholder paid for each share, or once the Company had established an estimated NAV per share, 100% of such amount as determined by the Company’s Board of Directors, subject to any special distributions previously made to the Company’s stockholders. The Company did not repurchase shares of Common Stock pursuant to the hardship exception under this program during the year ended December 31, 2021.

As of December 31, 2021, 48,318 shares have been redeemed of which 33,232 shares were hardship repurchases. On March 24, 2020, the Board of Directors suspended all repurchases, even in the case of a shareholder’s death.

Effective July 1, 2019, the Company began participating in 401(k) Safe Harbor Plan (the “Plan”), which is a defined contribution plan covering all eligible employees. Under the provisions of the Plan, participants may direct the Company to defer a portion of their compensation to the Plan, subject to limitations in the Code. The Company provides for an employer matching contribution equal to 100% of the first 3% of eligible compensation contributed by each employee, which is funded in cash. All contributions vest immediately.

Total expense recorded for the matching 401(k) contribution in the years ended December 31, 2021 and 2020 was approximately $46,000 and $34,000, respectively.

On March 29, 2022, the Company, Operating Partnership and the other subsidiary borrowers party thereto entered into a Credit Agreement (the “Credit Agreement”) with KeyBanc Capital Markets, as lead arranger, and KeyBank, National Association, as administrative agent. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Credit Agreement.

The Credit Agreement refinances certain of the Company’s current loan agreements for various properties. The Credit Agreement will provide for, among other things, a $75,000,000 revolving credit facility, maturing on April 1, 2023. Credit Agreement may be extended to October 1, 2023 if no event of default is in existence upon receipt of written request 120 – 60 days prior to maturity date and payment of an extension fee pursuant to the terms of the Credit Agreement (the “Revolving Facility”). The Revolving Facility may be increased by up to an additional $75,000,000 provided that no event of default has occurred and is continuing and certain other conditions are satisfied.

Borrowings under the Revolving Facility bear interest at a SOFR benchmark rate or Alternate Base Rate, plus a margin of between 1.75% and 2.25%, with respect to SOFR loans, or 0.75% to 1.25%, with respect to base rate loans, based on the Company’s leverage ratio as calculated under the Credit Agreement.

The following table reconciles the historical cost of total real estate held for investment for the years ended December 31, 2021 and 2020.

The following table reconciles the accumulated depreciation for the years ended December 31, 2021 and 2020. Subsequent to the December 31, 2020 presentation of this schedule, the Company determined accumulated amortization of $1.2 million was incorrectly included and the presentation has thus been revised.

The following unaudited pro forma condensed consolidated financial information sets forth:

These unaudited pro forma condensed consolidated financial statements are prepared for informational purposes only and are based on assumptions and estimates considered appropriate by the Company’s management; however, they are not necessarily indicative of what the Company’s consolidated financial condition or results of operations actually would have been assuming the acquisitions had been consummated as of the date previously indicated, nor do they purport to represent the results of operations for future periods. These unaudited pro forma condensed consolidated financial statements do not include the impact of any synergies that may be achieved through the acquisitions nor any strategies that management may consider in order to continue to efficiently manage its operations. This pro forma condensed consolidated financial information should be read in conjunction with:

Mobile Infrastructure Corporation (formerly known as The Parking REIT, Inc.) (the “Company,” “we,” “us” or “our”), is a Maryland corporation formed on May 4, 2015. The Company focuses on acquiring, owning and leasing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States. The Company targets both parking garage and surface lot properties primarily in top 50 U.S. Metropolitan Statistical Areas (“MSAs”), with proximity to key demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business districts.

On January 8, 2021, the Company entered into an equity purchase and contribution agreement (the “Purchase Agreement”) by and among the Company, the Operating Partnership, Vestin Realty Mortgage I, Inc., (“VRMI”) Vestin Realty Mortgage II, Inc. (“VRMII”), and Michael V. Shustek (“Mr. Shustek” and together with VRMI and VRMII, the “Former Advisor”) and Color Up (the “Purchaser”). The transactions contemplated by the Purchase Agreement are referred to herein collectively as the “Transaction.”

On August 25, 2021, the closing of the Transaction occurred (the “Closing”). As a result of the Transaction, which was accounted for as an asset acquisition, the Company 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 contributed, proprietary technology was contributed to the Company, which will provide Management real-time information on the performance of assets. Pursuant to the Closing, the Operating Partnership issued 7,495,090 newly issued common units of the Operating Partnership (the “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 (“Contributed Interests”) and technology with a fair value of $4.0 million. The Company also assumed long-term debt with a fair value of approximately $44.5 million. In addition, the Company issued warrants to Color Up to purchase up to 1,702,128 shares of Common Stock at an exercise price of $11.75 for an aggregate cash purchase price of up to $20 million. The fair value of the warrants recorded as of the Closing was approximately $3.3 million. Transaction expenses not directly related to the acquisition of the Contributed Interests or issuance of OP Units of approximately $12.2 million and the settlement of the deferred management internalization liability of $10.0 million were recorded in transaction expenses and settlement of deferred management internalization, respectively, in the Statement of Operations.

Additionally, the Company acquired a 118-space parking garage in Miami, Florida and a 450-space parking garage in Denver, Colorado on September 9, 2021 and November 3, 2021, respectively.

The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 are as follows:

The adjustment was calculated using the actual management income from the date of acquisition through December 31, 2021, divided by the number of months the property was owned by the Company and multiplied by number of months in the year prior to acquisition. This resulted in an adjustment to management income of $638,000 for 1W7 Carpark, LLC, $491,000 for 222W7, LLC, $3,693,000 for 322 Streeter, LLC, $85,000 for 2^ndStreet, LLC, and $131,000 for Denver 1725 Champa Street Garage, LLC.

We have audited the accompanying historical summary of revenues and direct costs of revenues of the three parking garage properties called 1 West 7^th Street Property, 222 West 7^th Street Property and 322 Streeter Property, all located in Chicago, Illinois (the “Properties”), for the year ended December 31, 2020, and the related notes (the “Historical Summary”).

Management is responsible for the preparation and fair presentation of this Historical Summary in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the Historical Summary that are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on this Historical Summary based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Historical Summary. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Historical Summary, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the Historical Summary in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.

Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Historical Summary.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the revenue and direct costs of revenues (described in in the accompanying notes) of the Properties for the year ended December 31, 2020, in accordance with accounting principles generally accepted in the United States of America.

We draw attention to Note 2 to the Historical Summary, which describes that the accompanying Historical Summary was prepared for the purposes of complying with certain rules and regulations of the Securities and Exchange Commission (for inclusion in the Current Report on Form 8-K/A of The Parking REIT, Inc.) and is not intended to be a complete presentation of the Properties’ revenues and expenses. Our opinion is not modified with respect to this matter.

Notes to Historical Summary of Statements of Revenues and Certain Operating Expenses

The accompanying Statements of Revenue and Certain Expenses (“Historical Summary”) include the operations of the parking garage and retail space located at 7 West 7^th Street in Cincinnati, Ohio (the “Property”) for the six months ended June 30, 2021 (unaudited) and the year ended December 31, 2020. The Parking REIT, Inc. (the “Company”) completed its acquisition of the Property on August 25, 2021, for approximately $30.8 million, plus closing and acquisition costs.

The accompanying Historical Summary has been prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission (“SEC”) for the acquisition of real estate properties. The Historical Summary is not representative of the actual operations of the Property for the periods presented because certain operating expenses that may not be comparable to the expenses to be incurred in the proposed future operations of the Property have been excluded. Items excluded generally consist of management fees, interest and debt related costs, depreciation and intangible amortization expense and certain other allocated corporate expenses not directly related to the operations of the Property. Therefore, the Historical Summary may not be comparable to a statement of operations for the Property after its acquisition by the Company.

The Historical Summary has been prepared on the accrual method of accounting on the basis of presentation described in Note 1. As such, revenue is recorded when earned and expenses are recognized when incurred.

The unaudited Historical Summary for the six months ended June 30, 2021, was prepared on the same basis as the statement of revenue and certain expenses for the year ended December 31, 2020, and reflects all adjustments, consisting of only normal, recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of operations. The results of the unaudited interim period are not necessarily indicative of the expected results for the entire fiscal year.

Furthermore, the accrual method of accounting requires the use of estimates and assumptions of the reported amounts of revenues and certain expenses during the reporting period. Actual results could differ from those estimates used in preparation of the Historical Summary.

Transient and special event parking revenue is recognized at the point of sale. The Property has parking license and tenant lease agreements in which it recognizes revenue monthly pursuant to the terms of each agreement.

The decrease in revenue from 2020 reflects the termination of the license agreement due to relocation of their corporate headquarters.

Certain operating expenses include only those expenses expected to be comparable to the proposed future operations of the Company. Repairs and maintenance expenses are charged to operations as incurred. Expenses such as depreciation and amortization are excluded from the accompanying Historical Summary.

The lower taxes and licenses in 2020 reflects the reversal of a property tax accrual that was determined to no longer be owed during 2020.

Subsequent to June 30, 2021, and through date of filing, management did not identify any subsequent events requiring additional disclosure.

Notes to Historical Summary of Statements of Revenues and Certain Operating Expenses

The accompanying Statements of Revenue and Certain Expenses (“Historical Summary”) include the operations of the parking garage located at 222 West 7^th Street in Cincinnati, Ohio (the “Property”) for the six months ended June 30, 2021 (unaudited) and the year ended December 31, 2020. The Parking REIT, Inc. (the “Company”) completed its acquisition of the Property on August 25, 2021, for approximately $27.2 million, plus closing and acquisition costs.

Transient and special event parking revenue is recognized at the point of sale. The Property has parking license agreements in which it recognizes revenue monthly pursuant to the terms of each agreement.

Subsequent to June 30, 2021, and through date of filing, management did not identify any subsequent events requiring additional disclosure.

Notes to Historical Summary of Statements of Revenues and Certain Operating Expenses

The accompanying Statements of Revenue and Certain Expenses (“Historical Summary”) include the operations of the parking garage located at 322 East Illinois Street in Chicago, Illinois (the “Property”) for the six months ended June 30, 2021 (unaudited) and the year ended December 31, 2020. The Parking REIT, Inc. (the “Company”) completed its acquisition of the Property on August 25, 2021, for approximately $36.9 million, plus closing and acquisition costs.

Transient, hotel and special event parking revenue is recognized at the point of sale.

Subsequent to June 30, 2021, and through date of filing, management did not identify any subsequent events requiring additional disclosure.

Mobile Infrastructure Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (“SDAT”) that:

FIRST: The charter of the Corporation (the “Charter”) is hereby amended by deleting Section 11.3 of the Charter in its entirety and inserting in lieu thereof:

SECOND: The foregoing amendment has been duly advised by the Board of Directors of the Corporation and approved by the stockholders of the Corporation as required by the Charter and applicable law.

THIRD: There has been no change in the authorized stock of the Corporation effected by the foregoing amendment to the Charter as set forth above.

FOURTH: These Articles of Amendment shall become effective immediately upon filing with SDAT.

The undersigned officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his or her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Secretary on this ________ of _______, 2022.

Mobile Infrastructure Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation (the “Charter”) is hereby amended by deleting the definitions of “Roll-Up Entity” and “Roll-Up Transaction” in Article IV of the Charter in their entirety.

SECOND: The Charter is hereby further amended by deleting Article XIV (“Roll-Up Transactions”) of the Charter in its entirety.

THIRD: The foregoing amendments have been duly advised by the Board of Directors of the Corporation and approved by the stockholders of the Corporation as required by the Charter and applicable law.

FOURTH: There has been no change in the authorized stock of the Corporation effected by the foregoing amendments to the Charter as set forth above.

FIFTH: These Articles of Amendment shall become effective at [____] [a][p].m. Eastern Time on __________, 2022.

This AGREEMENT AND PLAN OF MERGER AGREEMENT (this “Agreement”), is entered into as of this 27^th day of May, 2022, by and between Mobile Infrastructure Corporation, a Maryland corporation (“MIC”), and Mobile Infrastructure Trust, a Maryland real estate investment trust (“MIT”).

WHEREAS, MIC is the sole general partner of Mobile Infra Operating Partnership, L.P. (formerly known as MVP REIT II Operating Partnership, LP), a Maryland limited partnership (the “Operating Partnership”), which is the indirect owner of parking lots, garages, and other parking facility assets;

WHEREAS, MIT has confidentially submitted with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-11 (the “IPO Registration Statement”) with respect to a proposed initial public offering (“IPO”) of its common shares of beneficial interest, par value $0.0001 per share (“Common Shares”);

WHEREAS, the board of directors of MIC (the “MIC Board”) and the board of trustees of MIT (the “MIT Board”) have each determined that it is in the best interests of MIC and MIT, respectively, for MIC to merge with and into MIT (the “Merger”), with MIT continuing as the surviving company resulting from the Merger, effective as of the Business Day immediately following the closing date of the IPO (the “IPO Closing”) on the terms and subject to the conditions set forth herein;

WHEREAS, the MIC Board has (a) determined and declared that the Charter Amendments, this Agreement, the Merger and the other transactions contemplated hereby are (i) fair and reasonable and on terms no less favorable than would be available from unaffiliated third parties and (ii) advisable to, and in the best interests of, MIC, (b) duly and validly authorized the execution and delivery of this Agreement by MIC, (c) directed that the Charter Amendments, the Merger and the other transactions contemplated hereby be submitted for consideration by the holders of MIC Common Stock at the MIC Stockholder Meeting and (d) resolved to recommend that the holders of MIC Common Stock vote in favor of approval of the Charter Amendments, the Merger and the other transactions contemplated hereby (the “MIC Board Recommendation”) and to include the MIC Board Recommendation in the Joint Proxy Statement;

WHEREAS, the MIT Board has (a) determined and declared that this Agreement, the Merger and the transactions contemplated hereby, including the issuance of Class B Common Shares in the Merger, are fair and reasonable and advisable to, and in the best interests of, MIT, (b) duly and validly authorized the execution and delivery of this Agreement by MIT, (c) directed that the Merger, including the issuance of Class B Common Shares in the Merger, be submitted for consideration by MIT’s sole shareholder and (d) resolved to recommend that MIT’s sole shareholder vote in favor of approval of the Merger, including MIT’s issuance of Class B Common Shares in the Merger;

WHEREAS, MIT’s sole shareholder has approved the Merger, including the issuance of Class B Common Shares in the Merger;

WHEREAS, the holders of outstanding shares of (a) MIC Common Stock will receive, in exchange for each share of MIC Common Stock held immediately prior to the Effective Time, one Class B Common Share in the Merger, subject to the receipt of cash in lieu fractional shares, and (b) MIC Series A Preferred Stock and MIC Series 1 Preferred Stock (together, the “MIC Preferred Stock”) will receive, in exchange for each share of MIC Preferred Stock held 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 Date, without interest (the “MIC Preferred Stock Merger Consideration”), as provided herein;

WHEREAS, at the Effective Time, the holders of the MIC Common Stock Warrants will have their warrants assumed by MIT and each MIC Common Stock Warrant will become a warrant to purchase a number of Class B Common Shares equal to the number of shares of MIC Common Stock that would have been issuable upon the exercise of such MIC Common Stock Warrant immediately prior to the Effective Time;

WHEREAS, at the Effective Time, each unvested, partially vested or fully vested MIC Equity Award, if any, shall be converted into an award under the MIT Equity Compensation Plan; and

WHEREAS, for United States federal income tax purposes, it is intended that the Merger shall qualify as a reorganization under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), and this Agreement is intended to be and is adopted as a “plan of reorganization” for the Merger for purposes of Sections 354, 361 and 368 of the Code and Treasury Regulations Section 1.368-2(g).

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

1.1 Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1:

“Amended and Restated Declaration of Trust” has the meaning set forth in Section 2.4.

“Amended and Restated OP Agreement” shall mean the Third Amended and Restated Limited Partnership Agreement of the Operating Partnership, effective as of March 18, 2022, as such agreement may be amended and restated effective as of the Effective Time or otherwise in connection with the Merger and other transactions contemplated hereby.

“Business Day” shall mean any day other than a Saturday, Sunday or any day on which banks located in New York, New York are authorized or required to be closed.

“Charter” shall mean the Articles of Amendment and Restatement of MIC, dated as of September 22, 2015, as amended and supplemented as of the date hereof.

“Charter Amendments” shall mean Amendment No. 1 to the Charter and Amendment No. 2 to the Charter, substantially in the forms attached hereto as Exhibit A and Exhibit B, respectively, to be effective immediately prior to the vote of the holders of MIC Common Stock on the Merger and immediately prior to the Effective Time, respectively.

“Class B Common Shares” shall mean the Class B common shares of beneficial interest, $0.0001 par value per share, of MIT; such Class B Common Shares are identical to the Common Shares, but will not be listed on a national securities exchange and upon the six-month anniversary of the listing of the Common Shares on a national securities exchange (or such earlier date or dates as may be approved by the MIT Board in certain circumstances with respect to all or any portion of the outstanding Class B Common Shares), each Class B Common Share will automatically, and without any shareholder action, convert into one Common Share.

“Class B Common Units” shall have the meaning set forth in the Amended and Restated OP Agreement.

“Common Units” shall have the meaning set forth in the Amended and Restated OP Agreement.

“Counsel” shall mean Sullivan & Worcester LLP or such other counsel to MIC and/or MIT reasonably acceptable to the underwriters in the IPO.

“Effective Date” shall mean the Business Day after the date on which the IPO Closing occurs.

“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange and Paying Agent” shall mean an exchange and paying agent, appointed by MIT and reasonably acceptable to MIC, for the purpose of transferring MIC Book Entry Shares and exchanging MIC Stock represented by MIC Certificates for the applicable Merger Consideration, pursuant to an exchange and paying agent agreement reasonably acceptable to MIT and MIC.

“Existing Declaration of Trust” shall mean the Declaration of Trust of MIT in effect as of the date hereof.

“Form S-4” shall mean a registration statement on Form S-4, together with any amendments or supplements thereto, to be filed by MIT with the SEC relating to the registration of the Class B Common Shares to be issued in the Merger.

“Governmental Authority” means the United States (federal, state or local) government or any foreign government, or any other governmental or quasi-governmental regulatory, judicial or administrative authority, instrumentality, board, bureau, agency, commission, self-regulatory organization, arbitration panel or similar entity.

“IPO Price Per Share” means the initial public offering price per Common Share sold in the IPO.

“Joint Proxy Statement” shall mean a joint proxy statement/prospectus in preliminary and definitive form relating to the MIC Stockholder Meeting, together with any amendments or supplements thereto, to be included in the Form S-4.

“Law” means any and all domestic (federal, state or local) or foreign laws (including common law), statutes, codes, rules, regulations and Orders promulgated by any Governmental Authority.

“Maryland REIT Law” shall mean the Maryland REIT Law, as set forth in Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland.

“Maryland SDAT” shall mean the State Department of Assessments and Taxation of Maryland.

“Merger Consideration” shall mean the Class B Common Shares to be issued in the Merger, cash consideration in lieu of fractional Class B Common Shares to be issued in the Merger and MIC Preferred Stock Merger Consideration, in each case as applicable.

“MIC Book Entry Shares” shall mean each share in book-entry form evidencing any shares of MIC Stock issued and outstanding immediately prior to the Effective Time.

“MIC Certificates” shall mean each certificate representing any shares of MIC Stock issued and outstanding immediately prior to the Effective Time.

“MIC Common Stock” shall mean the shares of common stock, par value $0.0001 per share, of MIC.

“MIC Common Stock Warrants” shall mean warrants issued by MIC to purchase MIC Common Stock, in accordance with the terms of the applicable warrant agreement, issued and outstanding as of immediately prior to the Effective Time.

“MIC Equity Award” shall mean an award with respect to MIC Common Stock issued and outstanding immediately prior to the Effective Time under the MIC Equity Compensation Plan or as otherwise issued to MIC employees.

“MIC Equity Compensation Plan” shall mean MIC’s Long Term Incentive Plan, as in effect as of the date of this Agreement.

“MIC Lease” shall mean each lease or sublease in effect as of the date hereof and to which MIC or any MIC Subsidiary is a party as lessor or sublessor with respect to the applicable property subject to such lease.

“MIC Preferred Stock Merger Consideration” has the meaning set forth in the Recitals.

“MIC SEC Documents” shall mean all forms, documents, statements, schedules, reports, registration statements, prospectuses and other documents filed or furnished (as applicable) by MIC since and including January 1, 2020 under the Exchange Act or the Securities Act and prior to the date hereof.

“MIC Series 1 Preferred Stock” shall mean the Series 1 Convertible Redeemable Preferred Stock, par value $0.0001 per share, of MIC, as more particularly described in the Charter.

“MIC Series A Preferred Stock” shall mean the Series A Convertible Redeemable Preferred Stock, par value $0.0001 per share, of MIC, as more particularly described in the Charter.

“MIC Stock” shall mean the MIC Common Stock, the MIC Series 1 Preferred Stock and the MIC Series A Preferred Stock.

“MIC Stockholder Approval” shall mean the approval of the Charter Amendments and the Merger and the other transactions contemplated herein to which MIC is a party by the stockholders of MIC by the affirmative vote of at least a majority of all the votes entitled to be cast at the MIC Stockholder Meeting on each Charter Amendment and the Merger, respectively.

“MIC Stockholder Meeting” shall mean the meeting of the holders of MIC Common Stock for the purpose of seeking MIC Stockholder Approval, including any postponement or adjournment thereof.

“MIC Subsidiary” shall mean a subsidiary of MIC, including without limitation the Operating Partnership and its subsidiaries.

“MIC Voting Debt” shall mean any bonds, debentures, notes or other indebtedness of MIC or any MIC Subsidiary having general voting rights that are issued and outstanding (or convertible into securities having such rights).

“MIT Equity Compensation Plan” shall mean MIT’s equity compensation plan, as in effect immediately prior to the Effective Time.

“Order” means a judgment, order, injunction, award, decree, writ or other legally enforceable requirement of any Governmental Authority.

“Person” means an individual, corporation, real estate investment trust, partnership, limited partnership, limited liability company, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or other entity or organization (including any Governmental Authority or a political subdivision, agency or instrumentality of a Governmental Authority).

“Recitals” means the paragraphs immediately preceding this Article 1 that begin with “WHEREAS.”

“Representative” shall mean, with respect to a person, one or more of such person’s trustees, directors, officers, employees, advisors (including attorneys, accountants, consultants, investment bankers and financial advisors), agents and other representatives when acting in such capacity and not when acting in any other capacity.

“Securities Act” shall mean the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Series 1 Preferred Units” shall have the meaning set forth in the Amended and Restated OP Agreement.

“Series A Preferred Units” shall have the meaning set forth in the Amended and Restated OP Agreement.

“Tax” or “Taxes” means any and all taxes, levies, duties, tariffs, imposts and other similar charges and fees (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority or domestic or foreign taxing authority, including any income (net or gross), franchise, windfall or other profits, gross receipts, premiums, property (real or personal, tangible or intangible), escheat, unclaimed property, sales, use, value added, net worth, margins, assets, capital stock, business organization, commercial activity, payroll, employment, social security, workers’ compensation, unemployment compensation, excise, withholding, leasing, lease, user, ad valorem, stamp, transfer, value-added, gains tax, license, recording, registration and documentation fees, severance, occupation, environmental, customs duties, disability, registration, alternative or add-on minimum, estimated tax, or other tax, or other like assessment, levy or charge of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

“Tax Representation Letter” shall mean a letter signed by an officer of MIC or MIT, respectively, and containing representations reasonably requested by Counsel for the purpose of obtaining the tax opinion from Counsel described in Section 6.1(f).

2.1 Merger. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, MIC shall merge with and into MIT in accordance with the terms of, and subject to the conditions set forth in, this Agreement and the MGCL and the Maryland REIT Law. Following the Merger, MIT shall continue as the surviving company (sometimes hereinafter referred to as the “Surviving Company”) and MIC shall cease to have a separate existence. MIT shall continue unaffected and unimpaired by the Merger, and, as the Surviving Company, it shall continue to be governed by the laws of the State of Maryland.

2.2 Effective Time. The parties shall cause the Merger to be consummated by filing Articles of Merger substantially in the form attached hereto as Exhibit C and meeting the requirements of the MGCL and the Maryland REIT Law (the “Articles of Merger”), with the Maryland SDAT. The Merger shall become effective at such date and time as the Articles of Merger are accepted for filing by the Maryland SDAT or on such later date and time (which date shall be at least one Business Day following the IPO Closing and shall not exceed thirty (30) days from the date the Articles of Merger are accepted for filing by the Maryland SDAT) as shall be agreed by MIC and MIT and specified in the Articles of Merger (such date and time the Merger becomes effective, the “Effective Time”).

2.3 Effects of the Merger. The Merger shall have the effects set forth in the MGCL and the Maryland REIT Law. Without limiting the generality of the foregoing and subject thereto, at the Effective Time all the property, rights, privileges, immunities, powers, and franchises of MIC shall vest in the Surviving Company, and all debts, liabilities, obligations and duties of MIC shall become the debts, liabilities, obligations and duties of the Surviving Company.

2.4 Organizational Documents. At the Effective Time and without any action on the part of any party, the Amended and Restated Declaration of Trust of MIT in effect immediately prior to the Effective Time shall be the Declaration of Trust of the Surviving Company (the “Amended and Restated Declaration of Trust”) following the Merger, and the Amended and Restated Bylaws of MIT in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Company (the “Amended and Restated Bylaws”), each until duly amended in accordance with applicable law.

2.5 Board of Trustees. From and after the Effective Time, the trustees of MIT in office immediately prior to the Effective Time shall be the trustees of the Surviving Company and shall continue to hold such office from the Effective Time until their respective successors are duly elected or appointed in the manner provided in the Amended and Restated Declaration of Trust and the Amended and Restated Bylaws or as otherwise provided by law.

2.6 Officers. From and after the Effective Time, the officers of MIT in office immediately prior to the Effective Time shall be the officers of the Surviving Company and shall continue to hold such office from the Effective Time until their respective successors are duly elected or appointed in the manner provided in the Amended and Restated Declaration of Trust and the Amended and Restated Bylaws or as otherwise provided by law.

2.7 Effect of Merger. In consideration of the promises, covenants, and agreements contained in this Agreement, by virtue of the Merger and without any action on the part of any party, at the Effective Time:

(a) each share of MIC Common Stock (excluding any shares of MIC Common Stock described in (c) below) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive one Class B Common Share, shall no longer be outstanding, shall be automatically cancelled and shall cease to exist, and each MIC Book Entry Share evidencing any share of MIC Common Stock issued and outstanding immediately prior to the Effective Time and each MIC Certificate representing any share of MIC Common Stock issued and outstanding immediately prior to the Effective Time, if any, shall thereafter represent only the right to receive an equivalent number of Class B Common Shares, subject to the receipt of cash for any fractional Class B Common Shares that would otherwise be issuable;

(b) each share of MIC Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the applicable MIC Preferred Stock Merger Consideration, shall no longer be outstanding, shall automatically be cancelled, and shall cease to exist, and each MIC Book Entry Share evidencing any share of MIC Series A Preferred Stock or MIC Series 1 Preferred Stock issued and outstanding immediately prior to the Effective Time and each MIC Certificate representing any share of MIC Series A Preferred Stock or MIC Series 1 Preferred Stock issued and outstanding immediately prior to the Effective Time, if any, shall thereafter represent only the right to receive the MIC Preferred Stock Merger Consideration;

(c) each share of MIC Common Stock issued and outstanding immediately prior to the Effective Time that is held by any MIC Subsidiary wholly-owned by MIC shall no longer be outstanding, shall automatically be cancelled without payment of any consideration therefor, shall not be entitled to any consideration by virtue of the Merger, and shall cease to exist; and

(d) each Common Share issued and outstanding immediately prior to the Effective Time shall remain outstanding and be unaffected by the Merger.

(a) At the Effective Time, automatically and without any action on the part of the holder thereof, the Surviving Company shall assume each MIC Common Stock Warrant remaining outstanding immediately prior to the Effective Time and each such MIC Common Stock Warrant shall become a warrant to purchase that number of Class B Common Shares (or if exercised after the conversion of the Class B Common Shares, Common Shares) equal to the number of shares of MIC Common Stock that would have been issuable upon the exercise of such MIC Common Stock Warrant at an exercise price per share equal to the per share exercise price of such MIC Common Stock Warrant, and otherwise upon the same terms and conditions, as set forth in the applicable warrant agreement. Other than as described in the immediately preceding sentence, each such MIC Common Stock Warrant, so assumed, shall continue to have, and shall be subject to, the same terms and conditions as applied to the underlying MIC Common Stock Warrant immediately prior to the Effective Time.

(b) The Surviving Company shall take all company actions necessary to reserve for issuance a sufficient number of Class B Common Shares (and Common Shares) for delivery upon exercise of the MIC Common Stock Warrants assumed by the Surviving Company pursuant to Section 2.8(a).

2.9 Treatment of MIC Equity Awards. At the Effective Time, each unvested, partially vested or fully vested MIC Equity Award, if any, shall be converted into an award under the MIT Equity Compensation Plan with respect to a number of Class B Common Shares (or if exercised or vested after the conversion of the Class B Common Shares, 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. Such award shall continue to be subject to the same vesting and other terms and conditions as were in effect immediately prior to the Effective Time, except as otherwise expressly amended. No fractional Class B Common Share shall be issued with respect to MIC Equity Awards that have been converted pursuant to this Section 2.9. Any holder of MIC Equity Awards otherwise entitled to receive a fractional Class B Common Share but for this Section 2.9 shall be entitled to receive a cash payment in accordance with the provisions of Section 2.11, without duplication. Any cash payment pursuant to this Section 2.9 shall, to the extent determined by the MIC Board (or an authorized committee thereof) be subject to appropriate withholding for Taxes in accordance with Section 2.12, without duplication. As promptly as reasonably practicable following the date of this Agreement, and in any event prior to the Effective Time, the MIC Board (or an authorized committee thereof) shall adopt such resolutions and take such other actions as the MIC Board (or such committee) determines may be required to effect the provisions of this Section 2.9. Any MIC Equity Award that vests upon the consummation of the Merger shall, at the Effective Time, receive the same treatment as MIC Common Stock pursuant to this Agreement.

Any vesting of such MIC Equity Awards upon the consummation of the Merger shall be subject to appropriate withholding for Taxes in accordance with Section 2.12, without duplication.

2.10 Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange and Paying Agent shall mail to each holder of record of a MIC Certificate or MIC Book Entry Share immediately prior to the Effective Time a form of letter of transmittal (which shall specify, among other things, that delivery shall be effected, and risk of loss and title to the MIC Certificates or MIC Book Entry Shares shall pass, only upon proper delivery of the MIC Certificates (or affidavits of loss in lieu thereof) or transfer of any MIC Book Entry Shares to the Exchange and Paying Agent) and instructions for use in effecting the surrender of the MIC Certificates or the transfer of MIC Book Entry Shares in exchange for the applicable Merger Consideration. Upon proper surrender of a MIC Certificate (or affidavits of loss in lieu thereof) or transfer of any MIC Book Entry Share for exchange and cancellation to the Exchange and Paying Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such MIC Certificate or MIC Book Entry Share shall be entitled to receive in exchange therefor the applicable Merger Consideration and such MIC Certificate or MIC Book Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the MIC Certificates or MIC Book Entry Shares on the Merger Consideration payable upon the surrender of the MIC Certificates or transfer of MIC Book Entry Shares.

2.11 No Fractional Shares. Notwithstanding any other provision of this Agreement to the contrary, no fractional Class B Common Shares shall be issued in connection with the exchange of MIC Common Stock or of an MIC Equity Award pursuant to this Agreement. Any holder of shares of MIC Common Stock or MIC Equity Award otherwise entitled to receive a fractional Class B Common Share but for this Section 2.11 shall be entitled to receive, upon surrender of such MIC Common Stock (or, in the case of an MIC Equity Award, upon the Effective Time without the need for any action by the holder of such MIC Equity Award) and to the extent determined by the MIC Board (or an authorized committee thereof), a cash payment, without interest, in lieu of any fractional share, in an amount rounded to the nearest whole cent equal to the product obtained by multiplying (i) the fractional share interest (rounded to the nearest thousandth when expressed in decimal form) to which such holder (after taking into account all MIC Common Stock held at the Effective Time by such holder) would otherwise be entitled by (ii) the IPO Price Per Share. No holder of MIC Common Stock shall be entitled by virtue of the right to receive cash in lieu of fractional Class B Common Shares described in this Section 2.11 to any dividends, voting rights or any other rights in respect of any fractional Class B Common Share. The payment of cash in lieu of fractional Class B Common Shares is not a separately bargained-for-consideration and solely represents a mechanical rounding-off of the fractions in the exchange.

2.12 Withholding Rights. Each Person making any payment, transfer or vesting any property pursuant to this Agreement, or otherwise with respect to the Merger, shall be entitled to deduct and withhold from any amounts or property otherwise paid, transferred, distributed or vested (or portions thereof) as it determines it is required to deduct and withhold with respect to the making of such payment, transfer or distribution, or vesting of such property, under the Code, and the rules and regulations promulgated thereunder, or any provision of applicable Law. Except to the extent precluded by Law or not permitted under the terms of an agreement binding on the applicable withholding party, in the case of a noncash payment or distribution or the vesting of any property, the applicable withholding party may collect the amount required to be withheld by reducing to cash (including, for the avoidance of doubt, through the redemption of Class B Common Shares by MIT) for remittance to the appropriate Governmental Authority a sufficient portion of the property that the recipient would otherwise receive or own (or already owns), if the cash portion of any such payment or distribution is not sufficient to cover the withholding liability, all on behalf of the recipient Person, and the recipient Person will bear any brokerage or other costs for this withholding procedure. To the extent that amounts are so deducted or withheld and paid over to the appropriate Governmental Authority by any Person, such withheld amounts shall be treated for all purposes as having been distributed, paid or otherwise included in income to the Person in respect of which such deduction and withholding was made. To the extent shares are reduced to cash to satisfy any withholding obligation, only a whole number of shares will be reduced to cash, and the Person in respect of which the deduction and withholding was made shall receive as of the Effective Time the excess cash over the withholding obligation as a cash payment, without interest.

(a) As a result of the Merger, at the Effective Time, by operation of law and without any action on the part of MIT or MIC, MIT will acquire all of the Common Units formerly held by MIC and will be admitted as the sole general partner of the Operating Partnership pursuant to the Amended and Restated OP Agreement.

(b) All Common Units held by MIC (and acquired by MIT) and the Limited Partners prior to the Effective Time shall be converted to Class B Common Units at the Effective Time. All other Partnership Interests (as defined in the Amended and Restated OP Agreement) issued and outstanding immediately prior to the Effective Time shall remain outstanding and be unaffected by the Merger (except as provided in Section 2.14 and except that to the extent such Partnership Interests represent the right to receive Common Units or Common Shares, they shall not be entitled to be converted or exercised until such time as the Class B Common Units or Class B Common Shares, as applicable, are converted into Common Units or Common Shares, as applicable).

(c) MIC and MIT hereby represent and warrant that the Merger and transactions contemplated hereby satisfy the terms of Section 11.2 of the Amended and Restated OP Agreement in respect of the transfer of a general partner’s Partnership Interest (as such term is defined therein) and Section 12.1 of the Amended and Restated OP Agreement in respect of admission of a successor general partner.

(d) MIT hereby further represents and warrants that, as successor General Partner (as such term is defined in the Amended and Restated OP Agreement), it shall abide by the terms and conditions of the Amended and Restated OP Agreement.

2.14 Operating Partnership Preferred Units. In connection with the cancellation of the shares of MIC Preferred Stock contemplated in Section 2.7(b) hereof, and pursuant to the terms and principles of Sections 4.3.E and 4.7.B of the Amended and Restated OP Agreement, the issued and outstanding Series A Preferred Units and Series 1 Preferred Units effective as of the Effective Time, shall no longer be outstanding, shall automatically be cancelled without payment of any consideration therefor, shall not be entitled to any consideration by virtue of the Merger, and shall cease to exist.

(a) From and after the Effective Time, all consideration paid upon conversion of the MIC Stock in accordance with this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the interests cancelled.

(b) From and after the Effective Time, there shall be no transfers on the stock transfer books of MIC of the shares of MIC Stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of MIC Certificates or MIC Book Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such MIC Stock except as otherwise provided in this Agreement or by applicable law. If, after the Effective Time, MIC Certificates or MIC Book Entry Shares are presented to the Surviving Company for any reason, they shall be cancelled and exchanged as provided in this Agreement.

2.16 Tax Treatment. It is intended by all parties that, for United States federal income tax purposes: (a) the Merger shall qualify as a reorganization under, and within the meaning of, Section 368(a) of the Code and the Treasury Regulations promulgated thereunder, and each of MIC and MIT are parties to such reorganization under Section 368(b) of the Code and the Treasury Regulations promulgated thereunder; (b) this Agreement be, and is hereby adopted as, a plan of reorganization for purposes of Sections 354, 361 and 368 of the Code and Treasury Regulations Section 1.368-2(g); and (c) the Merger shall be treated as providing for “fixed consideration” and be governed by the “signing date rule” as described in Treasury Regulations Sections 1.368-1(e)(2) and (7), and the value of the Class B Common Shares as of the pre-signing date (within the meaning of and principles of Treasury Regulations Sections 1.368-1(e)(2)(i), (e)(2)(iv), and (e)(7)) shall be no less than $11.75.

2.17 Dissenters Rights. No dissenters’ or appraisal rights shall be available with respect to the Merger or any of the other transactions contemplated hereby.

2.18 No Liability. Notwithstanding anything in this Agreement to the contrary, none of MIC, MIT or any other Person shall be liable to any former holder of MIC Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

3.1 IPO Proceeds Contribution. As set forth in Section 12.1 of the Amended and Restated OP Agreement and following the principles of Section 4.3.E of the Amended and Restated OP Agreement, on the Effective Date and following the Effective Time, and in connection with and completion of the adjustment to Partnership Interests contemplated by Section 2.14, MIT shall contribute to the Operating Partnership (a) the gross proceeds of the IPO after deducting underwriting discounts and commissions and certain offering expenses payable by MIT as reflected on the settlement statement at the IPO Closing, as reduced by the amount of the aggregate cash Merger Consideration payable pursuant to this Agreement and (b) other proceeds previously received by MIT in connection with the issuance of Common Shares prior to the IPO and, in exchange therefor, the Operating Partnership shall issue to MIT one Common Unit for each Common Share outstanding as of the time immediately prior to the Effective Time.

4.1 Representations and Warranties of MIC. Except as set forth in the MIC SEC Documents (excluding any risk factor disclosure and disclosure of risks or other matters included in any “forward looking statements” disclaimer or other statements that are cautionary, predictive or forward looking in nature), provided that the applicability of any such document to any representation or warranty is reasonably apparent on its face, and that the disclosure in such MIC SEC Documents shall not be deemed to qualify any representation or warranty contained in Section 4.1(b), MIC represents and warrants to MIT that:

(i) MIC is a corporation duly organized, validly existing and in good standing under the Laws of the State of Maryland and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as now being conducted. MIC is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those failures to be so qualified or licensed or to be in good standing as have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect.

(ii) MIC has delivered or made available to MIT, prior to the execution of this Agreement, a true, correct and complete list of the MIC Subsidiaries, together with (i) the jurisdiction of organization or incorporation, as the case may be, of each MIC Subsidiary, (ii) the type of and percentage of interest held, directly or indirectly, by MIC in each MIC Subsidiary and the name of the holder of each such interest, (iii) the names of and the type of and percentage of interest held by any person other than MIC or an MIC Subsidiary in each MIC Subsidiary, and (iv) the classification for U.S. federal income tax purposes of each MIC Subsidiary. Each MIC Subsidiary is duly organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its organization and has the requisite organizational power and authority and any necessary governmental authorization to own, lease and, to the extent applicable, operate its properties and assets and to carry on its business as it is now being conducted, except for those failures to be duly organized, validly existing and in good standing or to have such power and authority as have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect. Each MIC Subsidiary is duly qualified or licensed to do business and is in good standing (to the extent applicable) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those failures to be so qualified or licensed or to be in good standing as have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect. MIC has made available to MIT correct and complete copies of the constituent organizational or governing documents of each MIC Subsidiary, as in effect on the date of this Agreement. Each MIC Subsidiary is in compliance in all material respects with the terms of its constituent organizational or governing documents, except for such instances of non-compliance, individually or in the aggregate, as have not had, and would not reasonably be expected to have, a material adverse effect.

(i) The authorized capital stock of MIC consists of (A) 98,999,000 shares of MIC Common Stock, (B) 1,000,000 shares of preferred stock, $0.0001 par value per share, of which 97,000 shares have been designated as shares of MIC Series 1 Preferred Stock, and 50,000 shares have been designated as shares of MIC Series A Preferred Stock, and (C) 1,000 shares of non-voting, non-participating convertible stock, $0.0001 par value per share. As of the date hereof, (A) 7,762,375 shares of MIC Common Stock were issued and outstanding, (B) 39,811 shares of MIC Series 1 Preferred Stock were issued and outstanding, (C) 2,862 shares of MIC Series A Preferred Stock were issued or outstanding, (D) 1,702,128 shares of MIC Common Stock were reserved for issuance upon exercise of outstanding warrants, and (E) 500,000 shares of MIC Common Stock were reserved for issuance to officers and other employees of MIC pursuant to the MIC Equity Compensation Plan, pursuant to which options to purchase no shares are granted and outstanding and 500,000 shares are available for future grant. Additionally, MIC expects to award 8,579 shares of restricted MIC Common Stock prior to the Effective Time. All of the issued and outstanding shares of MIC Stock are duly authorized, validly issued, fully paid and non-assessable. There is no MIC Voting Debt issued and outstanding. Except as otherwise set forth in this Section 4.1(b)(i) and other than the MIC Common Stock Warrants, there are no (A) options, warrants, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any kind, including any stockholder rights plan, relating to any MIC Stock, obligating MIC or any MIC Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any MIC Stock or MIC Voting Debt or securities convertible into or exchangeable for such interests, or obligating MIC or any MIC Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment or (B) outstanding contractual obligations of MIC or any MIC Subsidiary to repurchase, redeem or otherwise acquire any shares of MIC Stock, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in MIC or any MIC Subsidiary.

(ii) There are no voting trusts or other agreements to which MIC or any MIC Subsidiary is a party with respect to the voting of MIC Stock. Neither MIC nor any MIC Subsidiary has granted any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to any of its capital stock or the capital stock of any of its subsidiaries.

(iii) As of the date hereof, the partners of the Operating Partnership, and the number of partnership units held by each such partner in the Operating Partnership, are as follows: MIC, as general partner, holds 7,762,375 Common Units, 2,862 Series A Preferred Units, and 39,811 Series 1 Preferred Units; Color Up, LLC, a Delaware limited liability company, as limited partner, holds 7,495,090 Common Units; and, HSCP Strategic III, L.P., a Delaware limited partnership, as limited partner, holds 1,702,128 Common Units and 425,532 Class A Units. In addition, as of the date hereof, 1,500,000 Performance Units and 9,686 LTIP Units have been approved for issuance subject to certain vesting requirements to certain officers and directors of MIC.

(c) Authorization; Validity of Agreement; MIC Action. MIC has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receipt of MIC Stockholder Approval, to consummate the transactions contemplated hereby. The execution and delivery by MIC of this Agreement, the performance and compliance by MIC with each of its obligations hereunder and the consummation by it of the transactions contemplated hereby, have been duly and validly authorized by the MIC Board and no other corporate action on the part of MIC, pursuant to the MGCL or otherwise, is necessary to authorize the execution and delivery by MIC of this Agreement, and the consummation by it of the transactions contemplated hereby, subject, in the case of the Merger, to the receipt of MIC Stockholder Approval and the filing of the Articles of Merger with, and acceptance for record by, the Maryland SDAT. This Agreement has been duly executed and delivered by MIC and, assuming due and valid authorization, execution and delivery hereof by the other parties hereto, is a legal, valid and binding obligation of MIC enforceable against MIC in accordance with its terms, except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(d) MIC Board Approval. The MIC Board has unanimously (i) duly and validly authorized the execution and delivery of this Agreement and approved, adopted and declared advisable this Agreement, the Charter Amendments, the Merger and the other transactions contemplated hereby, (ii) directed that the Charter Amendments, the Merger and the other transactions contemplated hereby be submitted for consideration at the MIC Stockholder Meeting, and (iii) resolved to recommend that the holders of shares of MIC Common Stock vote in favor of the

approval of the Charter Amendments, the Merger and the other transactions contemplated hereby and to include such recommendation in the Joint Proxy Statement, which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way.

(e) Consents and Approvals; No Violations. None of the execution and delivery of this Agreement by MIC, the performance of or compliance with this Agreement, the consummation by MIC of the Merger or any other transactions contemplated hereby or compliance by MIC with any of the provisions of this Agreement will (i) assuming receipt of MIC Stockholder Approval, conflict with, result in any breach of or violate any provision of the Charter or Bylaws or the comparable organizational or governing documents of any MIC Subsidiary, (ii) require any filing by MIC or any MIC Subsidiary with, or the obtaining of any permit, authorization, consent or approval of any Governmental Authority (except for (w) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, any applicable requirements of the Exchange Act and the Securities Act, (x) any filings as may be required under the MGCL or the Maryland REIT Law in connection with the Merger, (y) such filings with the SEC as may be required to be made by MIC in connection with this Agreement and the Merger or (z) such filings as may be required in connection with state and local transfer taxes), (iii) require any consent or approval under, result in any modification, violation or breach of, or any loss of any benefit or increase in any cost or obligation of MIC or any MIC Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a lien on any property or asset of MIC or any MIC Subsidiary pursuant to, any of the terms, conditions or provisions of any MIC agreement or MIC Lease or (iv) violate any order, writ, injunction, decree or Law applicable to MIC or any of its properties or assets; except in respect of clauses (ii), (iii) or (iv) where (1) such failures to obtain such permits, authorizations, consents or approvals, (2) such failures to make such filings or (3) such failures to obtain such consents or approvals or any such modifications, violations, breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or liens have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect.

4.2 Representations and Warranties of MIT. MIT represents and warrants to MIC that:

(a) Organization and Qualification. MIT is a real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Maryland and has all requisite trust power and authority to own, lease and operate its properties and assets and to conduct its business as now being conducted. MIT is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary, except for those failures to be so qualified or licensed or to be in good standing as have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect.

(b) Capitalization. As of the date hereof, the authorized shares of beneficial interest of MIT consist of 1,000,000 Common Shares, of which 1,000 Common Shares are issued and outstanding. All of the issued and outstanding Common Shares are duly authorized, validly issued, fully paid and non-assessable. Prior to the Effective Time, the authorized shares of beneficial interest of MIT shall consist of (A) 500,000,000 Common Shares, (B) 20,000,000 Class B Common Shares, and (C) 80,000,000 preferred shares of beneficial interest. When issued in the Merger, all of the Class B Common Shares will be duly authorized, validly issued, fully paid and non-assessable. There are no outstanding bonds, debentures, notes or other indebtedness of MIT having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which holders of Common Shares may vote. There are no voting trusts or other agreements to which MIT is a party with respect to the voting of the Common Shares. MIT has not granted any preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to any of its shares of beneficial interest.

(c) Authorization; Validity of Agreement; MIT Action. MIT has all necessary trust power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by MIT, the performance and compliance by MIT with its obligations hereunder, and the consummation by MIT of the transactions contemplated hereby, have been duly and validly authorized by all necessary trust action, and no other trust action on the part of MIT, pursuant to the Maryland REIT Law or otherwise, is necessary to authorize the execution and delivery by MIT of

this Agreement, and the consummation by each of the transactions contemplated hereby, subject, with respect to the Merger and the filing of the Articles of Merger with, and acceptance for record by, the Maryland SDAT. This Agreement has been duly executed and delivered by MIT and, assuming due and valid authorization, execution and delivery hereof by it, is a legal, valid and binding obligation of MIT enforceable against it in accordance with its terms, except that the enforcement hereof may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

(d) MIT Approval. The MIT Board has unanimously (i) duly and validly authorized the execution and delivery of this Agreement and approved, adopted and declared advisable this Agreement, the Merger and the other transactions contemplated hereby, and (ii) recommended that its sole shareholder vote in favor of approval of the Merger, including the issuance of Class B Common Shares in the Merger as contemplated by this Agreement, which resolutions remain in full force and effect and have not been subsequently rescinded, modified or withdrawn in any way. MIT’s sole shareholder has approved the Merger and the issuance of Class B Common Shares in the Merger.

(e) Consents and Approvals; No Violations. None of the execution and delivery of this Agreement by MIT, the performance of or compliance with this Agreement by MIT, the consummation by MIT of the Merger or any other transaction contemplated hereby or compliance by MIT with any of the provisions of this Agreement will (i) conflict with, result in any breach of or violate any provision of the Existing Declaration of Trust or Bylaws or the Amended and Restated Declaration of Trust or Amended and Restated Bylaws, (ii) require any filing by MIT with, or the obtaining of any permit, authorization, consent or approval of any Governmental Authority (except for (v) the filing with the SEC of (A) the Joint Proxy Statement and of the Form S-4 and the declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, any applicable requirements of the Exchange Act and the Securities Act, (w) any filings as may be required under the MGCL or the Maryland REIT Law in connection with the Merger, (x) such filings with the SEC as may be required to be made by MIT in connection with this Agreement and the Merger, (y) such filings as may be required under the rules and regulations of the New York Stock Exchange in connection with this Agreement or the Merger or (z) such filings as may be required in connection with state and local transfer taxes), or (iii) violate any order, writ, injunction, decree or law applicable to MIT, or any of its properties or assets; except in respect of clauses (ii) or (iii) where (1) such failures to obtain such permits, authorizations, consents or approvals, (2) such failures to make such filings or (3) such failures to obtain such consents or approvals have not had, and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect.

(a) As promptly as reasonably practicable following the date of this Agreement, (i) MIT and MIC shall jointly prepare and cause to be filed with the SEC as part of the Form S-4 the Joint Proxy Statement in preliminary form relating to the MIC Stockholder Meeting, and (ii) MIT shall prepare (with MIC’s reasonable cooperation) and cause to be filed with the SEC, the Form S-4 for the registration under the Securities Act of the Class B Common Shares to be issued in connection with the Merger. Each of MIC and MIT shall use its reasonable best efforts to (A) have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, (B) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act and the Securities Act and (C) keep the Form S-4 effective for so long as necessary to complete the Merger unless this Agreement is terminated pursuant to Section 6.1. Each of MIC and MIT shall furnish all information concerning itself, its affiliates and the holders of its shares of beneficial interest or other equity interests to the other and provide such other assistance as may be reasonably requested by the other in connection with the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement and shall provide to their and each other’s counsel such representations as are reasonably necessary to render the opinions required to be filed therewith. The Form S-4 and the Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of MIC and MIT shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or the Joint Proxy Statement, and shall, as promptly as practicable after receipt thereof, provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand, and all written comments with respect to the Form S-4 or the Joint Proxy Statement received from the SEC and advise the other party of any oral comments

with respect to the Form S-4 or the Joint Proxy Statement received from the SEC. Each of MIC and MIT shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Joint Proxy Statement, and MIT shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments from the SEC with respect thereto, each of MIC and MIT shall cooperate and provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response). MIT shall advise MIC, promptly after it receives notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the registration or qualification of the Class B Common Shares issuable in connection with the Merger for offering or sale in any jurisdiction, and MIT and MIC shall use their reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. MIT shall also take any other action reasonably required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the issuance of the Class B Common Shares in the Merger, and MIC shall furnish all information concerning MIC and the holders of the Class B Common Shares as may be reasonably requested in connection with any such actions.

(b) If, at any time prior to the receipt of MIC Stockholder Approval, any information relating to MIC or MIT, or any of their respective affiliates, should be discovered by MIC or MIT which, in the reasonable judgment of MIC or MIT, should be set forth in an amendment of, or a supplement to, any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto, and MIC and MIT shall cooperate in the prompt filing with the SEC of any necessary amendment of, or supplement to, the Form S-4 or the Joint Proxy Statement and, to the extent required by law, in disseminating the information contained in such amendment or supplement to holders of the MIC Common Stock. Nothing in this Section 5.1(b) shall limit the obligations of any party under Section 5.1(a). For purposes of this Section 5.1, any information concerning or related to MIC, the MIC Subsidiaries or the MIC Stockholder Meeting will be deemed to have been provided by MIC, and any information concerning or related to MIT and its subsidiaries will be deemed to have been provided by MIT.

(c) As promptly as reasonably practicable following the date of this Agreement, MIC shall, in accordance with applicable law and its governing documents, establish a record date for, duly call, give notice of, convene and hold the MIC Stockholder Meeting. MIC shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to the holders of the MIC Common Stock entitled to vote at the MIC Stockholder Meeting and to hold the MIC Stockholder Meeting as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. MIC shall include the MIC Board Recommendation in the Joint Proxy Statement and shall use its reasonable best efforts to obtain the MIC Stockholder Approval. Notwithstanding the foregoing provisions of this Section 5.1(c), if, on a date for which the MIC Stockholder Meeting is scheduled, MIC has not received proxies representing a sufficient number of shares of MIC Common Stock to obtain the MIC Stockholder Approval, whether or not a quorum is present, MIC shall have the right to make one or more successive postponements or adjournments of the MIC Stockholder Meeting.

(d) MIC will use its reasonable best efforts to hold the MIC Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement.

5.2 Charter Amendments. Immediately prior to the MIC Stockholder vote on the Merger and subject to the approval of the Charter Amendments by the MIC stockholders, MIC will file Amendment No. 1 to the Charter with the Maryland SDAT to be effective immediately upon filing. Immediately prior to the Effective Time, MIC will file Amendment No. 2 to the Charter with the Maryland SDAT to be effective immediately upon filing.

5.3 Amendment of Declaration of Trust. Immediately prior to the effective date of the IPO Registration Statement, MIT will file the Amended and Restated Declaration of Trust with the Maryland SDAT, substantially in the form to be attached as an exhibit to the IPO Registration Statement, to among other things provide for the authorization of Class B Common Shares.

5.4 Amendment to Amended and Restated OP Agreement. Effective as of the Effective Date, the partners of the Operating Partnership shall amend and restate the Amended and Restated OP Agreement, substantially in the form to be attached as an exhibit to the IPO Registration Statement.

5.5 Section 16 Matters. Prior to the Effective Time, MIC and MIT shall, as applicable, take all steps necessary to cause any dispositions of MIC Common Stock or acquisitions of Class B Common Shares (including derivative securities with respect to MIC Common Stock or Class B Common Shares, as applicable) resulting from the Merger or the other transactions by each person who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to MIC to be exempt under Rule 16b-3 promulgated under the Exchange Act to the extent applicable.

5.6 Deregistering of MIC Common Stock. MIC shall use its reasonable best efforts to cause the MIC Common Stock to be de-registered under the Exchange Act promptly following the Effective Time.

(a) Each of MIC and MIT shall use its reasonable best efforts to cause the Merger to qualify as a reorganization under, and within the meaning of, Section 368(a) of the Code, and otherwise in accordance with Section 2.16. Each party agrees to report for all Tax purposes in a manner consistent with, and not otherwise take any U.S. federal income tax position inconsistent with, Section 2.16 unless otherwise required by applicable Law or as required pursuant to a “determination” within the meaning of Section 1313 of the Code. Each party agrees to promptly notify the other in writing of any challenge to the intended tax treatment by any Governmental Authority (with such notice including a copy of any such challenge).

(b) Each of MIC and MIT shall deliver to Counsel at such time or times as requested by Counsel the Tax Representation Letters. Each of MIC and MIT shall cooperate with one another and provide such other information as reasonably requested by Counsel for the purpose of rendering the opinion described in Section 6.1(f).

6.1 Conditions to Each Party’s Obligation to Effect the Merger. The respective obligations of each party to effect the Merger and to consummate the transactions contemplated hereby shall be subject to the satisfaction or (to the extent permitted by applicable Law) waiver in writing by MIC and MIT, on or prior to the Effective Time, of each of the following conditions:

(a) Representations and Warranties. (i) The representations and warranties set forth in Section 4.1 and Section 4.2 shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality) or in all material respects (in the case of any representation or warranty not qualified by materiality or a material adverse effect) as of the date of this Agreement and as of the Effective Time as though made as of the Effective Time (except to the extent such representations and warranties are explicitly made as of an earlier date, in which case as of such earlier date), and (ii) each of the other representations and warranties of MIC and MIT contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Effective Time as though made as of the Effective Time (except to the extent such representations and warranties are explicitly made as of an earlier date, in which case as of such earlier date), except in the case of clause (ii) where such failure(s) to be true and correct (without giving effect to any materiality or material adverse effect qualifications set forth therein) have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on MIC or MIT, as applicable.

(c) Statutes; Court Orders. No statute, rule or regulation shall have been enacted, promulgated or enforced by any Governmental Authority of competent jurisdiction applicable to the Merger, any of the other transactions contemplated hereby or the issuance of the Class B Common Shares in the Merger, which prohibits or makes illegal the consummation of the Merger, any of the other transactions contemplated hereby or the issuance of the Class B Common Shares in the Merger, and there shall be no temporary, preliminary or permanent Order or injunction of a court of competent jurisdiction in effect preventing the consummation of the Merger, any of the other transactions contemplated hereby or the issuance of the Class B Common Shares in the Merger.

(d) Form S-4. The Form S-4 shall have been declared effective by the SEC under the Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been issued by the SEC and no proceedings for that purpose shall have been initiated by the SEC that have not been withdrawn.

(e) IPO Closing. The IPO Closing shall have occurred at least one Business Day prior to the Effective Date.

(f) Opinion of Counsel. Each of MIC and MIT shall have received the written opinion of Counsel, dated as of the Effective Date, to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, Counsel shall be entitled to rely upon the representations contained in the Tax Representation Letters referred to in Section 5.7‎(b).

7.1 Termination of Agreement. This Agreement shall be terminated and of no further force and effect on (i) March 31, 2023 if the IPO Closing shall have not occurred prior to such date, or (ii) by mutual written agreement of MIT and MIC; provided, however, that this Agreement may not be terminated following the pricing of the IPO unless the IPO Closing does not occur following such pricing in accordance with the terms of the underwriting agreement to be entered into between MIT and the underwriters in the IPO.

7.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Maryland without regard to any conflicts of law provisions that would result in the application of the laws of any other jurisdiction.

7.3 Further Actions. Each of the parties will take all such lawful action as may be necessary or appropriate to effect the transactions described in this Agreement. If at any time the Surviving Company considers or is advised that any further assignment, assurance or other action is necessary or desirable to vest in the Surviving Company the title to any property or right of MIC or otherwise to carry out the purposes of this Agreement, the proper officers or Representatives of MIC will execute and make all such proper assignments or assurances and take such other actions. The proper officers or Representatives of the Surviving Company are authorized in the name of the Surviving Company, MIC or otherwise, to take any and all such action.

7.4 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

7.5 Counterparts. For the convenience of the parties hereto, any number of counterparts hereof may be executed and each such counterpart shall be deemed to be an original instrument. Counterparts may be delivered via facsimile, email (including .pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.