Blog: MOBILE INFRASTRUCTURE CORP : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 7.01 Regulation FD Disclosure.

As previously disclosed, on December 13, 2022, Mobile Infrastructure
Corporation, a Maryland corporation (the “Company” or “MIC”), entered into an
agreement and plan of merger (the “Merger Agreement”), by and among Fifth Wall
Acquisition Corp. III, a Cayman Islands exempted company (“FWAC”), Queen Merger
Corp. I, a Maryland corporation and a wholly-owned subsidiary of FWAC, and the

Attached as Exhibit 99.1 is a presentation that MIC and FWAC plan to use in one
or more meetings from time to time with potential investors. Exhibit 99.1 is
incorporated by reference into this Item 7.01.

The foregoing (including the information presented in Exhibit 99.1) is being
furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes
of Section 18 of the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise be subject to the liabilities of that section, nor
will it be deemed to be incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act. The submission of the
information set forth in this Item 7.01 shall not be deemed an admission as to
the materiality of any information in this Item 7.01, including the information
presented in Exhibit 99.1, that is provided solely in connection with Regulation

Additional Information

This document relates to the proposed Mergers (as defined below) involving FWAC
and the Company. FWAC intends to file a registration statement on Form S-4 with
the Securities and Exchange Commission (the “SEC”), which will include a joint
proxy statement of FWAC and the Company and that will constitute a prospectus of
FWAC, referred to as a Joint Proxy Statement/Prospectus, and each party will
file other documents with the SEC regarding the proposed transaction. A
definitive Joint Proxy Statement/Prospectus will also be sent to the
shareholders of FWAC and the stockholders of the Company, in each case seeking
any required approvals. Investors and security holders of FWAC and the Company
are urged to carefully read the entire Joint Proxy Statement/Prospectus, when it
becomes available, and any other relevant documents filed with the SEC, as well
as any amendments or supplements to these documents, because they will contain
important information about the proposed transaction. The documents filed by
FWAC and the Company with the SEC may be obtained free of charge at the SEC’s
website at Alternatively, the documents filed by FWAC, when
available, can be obtained free of charge from FWAC upon written request to
Fifth Wall Acquisition Corp. III, 6060 Center Drive, 10th Floor, Los Angeles,
California 90045, and the documents filed by Company, when available, can be
obtained free of charge from Company upon written request to Company, 30 W 4th
Street, Cincinnati, Ohio 45202.

No Offer or Solicitation

This document does not constitute a solicitation of a proxy, consent, or
authorization with respect to any securities or in respect of the proposed
transaction. This document also does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or
approval, nor will there be any sale of any securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such other
jurisdiction. No offering of securities will be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended, or an exemption therefrom.

Participants in the Solicitation

FWAC, the Company and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies, in
favor of the approval of the Mergers (as defined below) and related matters.
Information regarding FWAC’s directors and executive officers is contained in
the section of FWAC’s final IPO prospectus titled “Management”, which was filed
with the SEC on May 26, 2021, and information regarding MIC’s directors and
executive officers is contained in the section of MIC’s Annual Report on Form
10-K titled “Directors, Executive Officers and Corporate Governance”, which was
filed with the SEC on March 30, 2022. Additional information regarding the
interests of those participants and other persons who may be deemed participants
in the transaction may be obtained by reading the Joint Proxy
Statement/Prospectus and other relevant documents filed with the SEC when they
become available. Additional information regarding the interests of those
participants and other persons who may be deemed


participants in the transaction may be obtained by reading the Joint Proxy
Statement/Prospectus and other relevant documents filed with the SEC when they
become available. Free copies of these documents may be obtained as described in
the paragraph titled “Additional Information.”

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 including, but not limited to,
the Company’s and FWAC’s expectations or predictions of future financial or
business performance or conditions, the anticipated benefits of the proposed
transaction, the expected composition of the management team and board of
directors following the transaction, the expected use of capital following the
transaction, including the Company’s ability to accomplish the initiatives
outlined above, the expected timing of the closing of the transaction and the
expected cash balance of the combined company following the closing of the
transactions contemplated by the Merger Agreement (the “Mergers”). Any
forward-looking statements herein are based solely on the expectations or
predictions of the Company or FWAC and do not express the expectations,
predictions or opinions of Fifth Wall Asset Management, LLC, and Fifth Wall
Ventures Management, LLC, their affiliates and any investment funds, investment
vehicles or accounts managed or advised by any of the foregoing (collectively,
“Fifth Wall”) in any way. Forward-looking statements are inherently subject to
risks, uncertainties, and assumptions and any forward-looking statements
contained in this document are provided for illustrative purposes and are not
forecasts and may not reflect actual results. Such forward-looking statements
are not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Generally, statements that are not historical facts, including
statements concerning possible or assumed future actions, business strategies,
events, or results of operations, are forward-looking statements. These
statements may be preceded by, followed by, or include the words “believes,”
“estimates,” “expects,” “projects,” “predicts,” “forecasts,” “may,” “will,”
“could,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “potential,”
“intends” or “continue” or similar expressions. Such forward-looking statements
involve risks and uncertainties that may cause actual events, results, or
performance to differ materially from those indicated by such statements.
Certain of these risks are identified and discussed in the section of the
Company’s Annual Report on Form 10-K titled “Risk Factors,” which was filed with
the SEC on March 30, 2022, and in Part II, Item 1A “Risk Factors” in MIC’s
Quarterly Reports on Form 10-Q filed with the SEC on May 16, 2022, August 15,
2022, and November 18, 2022, and in the section of FWAC’s Form S-1 titled “Risk
Factors,” which was filed with the SEC on April 16, 2021, as amended. These risk
factors will be important to consider in determining future results and should
be reviewed in their entirety. These forward-looking statements are based on the
Company’s or FWAC’s management’s current expectations and beliefs, as well as a
number of assumptions concerning future events. However, there can be no
assurance that the events, results, or trends identified in these
forward-looking statements will occur or be achieved. Forward-looking statements
speak only as of the date they are made, and neither the Company nor FWAC is
under any obligation and expressly disclaim any obligation, to update, alter or
otherwise revise any forward-looking statement, whether as a result of new
information, future events, or otherwise, except as required by law. Readers
should carefully review the statements set forth in the reports, which the
Company and FWAC have filed or will file from time to time with the SEC.

In addition to factors previously disclosed in the Company’s and FWAC’s reports
filed with the SEC, including the Company’s and FWAC’s most recent reports on
Form 8-K and all attachments thereto, which are available, free of charge, at
the SEC’s website at, and those identified elsewhere in this
document, the following factors, among others, could cause actual results to
differ materially from forward-looking statements or historical performance:
risks and uncertainties related to the inability of the parties to successfully
or timely consummate the Mergers, including the risk that any required
regulatory approvals or securityholder approvals of the Company or FWAC are not
obtained, are delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of the Mergers is
not obtained, failure to realize the anticipated benefits of the Mergers, risks
related to the Company’s ability to execute on its business strategy, attain its
investment strategy or increase the value of its portfolio, act on its pipeline
of acquisitions, attract and retain users, develop new offerings, enhance
existing offerings, compete effectively, and manage growth and costs, the
duration and global impact of COVID-19, the possibility that the Company or FWAC
may be adversely affected by other economic, business and/or competitive
factors, the number of redemption requests made by FWAC’s public shareholders,
the ability of the Company and the combined company to leverage Fifth Wall’s
affiliates and other


commercial relationships to grow the Company’s customer base (which is not the
subject of any legally binding obligation on the part of Fifth Wall or any of
its partners or representatives), the ability of the Company and the combined
company to leverage its relationship with any other Company investor (including
investors in the proposed PIPE transaction) to grow the Company’s customer base,
the ability of the combined company to meet NYSE’s listing standards (or the
standards of any other securities exchange on which securities of the public
entity are listed) following the Mergers, the inability to complete the private
placement of FWAC common stock to certain institutional accredited investors,
the risk that the announcement and consummation of the transaction disrupts the
Company’s current plans and operations, costs related to the transaction,
changes in applicable laws or regulations, the outcome of any legal proceedings
that may be instituted against the Company, FWAC, or any of their respective
directors or officers, following the announcement of the transaction, the
ability of FWAC or the combined company to issue equity or equity-linked
securities in connection with the proposed Mergers or in the future, the failure
to realize anticipated pro forma results and underlying assumptions, including
with respect to estimated shareholder redemptions and purchase price and other
adjustments; and those factors discussed in documents of the Company and FWAC
filed, or to be filed, with the SEC. Additional factors that could cause actual
results to differ materially from those expressed or implied in forward-looking
statements will also be provided in the Joint Proxy Statement/Prospectus, when

Any financial projections in this document are forward-looking statements that
are based on assumptions that are inherently subject to significant
uncertainties and contingencies, many of which are beyond the Company’s and
FWAC’s control. While all projections are necessarily speculative, the Company
and FWAC believe that the preparation of prospective financial information
involves increasingly higher levels of uncertainty the further out the
projection extends from the date of preparation. The assumptions and estimates
underlying the projected results are inherently uncertain and are subject to a
wide variety of significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially from those
contained in the projections. The inclusion of projections in this document
should not be regarded as an indication that the Company and FWAC, or their
representatives, considered or consider the projections to be a reliable
prediction of future events.

This document is not intended to be all-inclusive or to contain all the
information that a person may desire in considering an investment in the Company
and is not intended to form the basis of an investment decision in the Company.
All subsequent written and oral forward-looking statements concerning the
Company and FWAC, the proposed transaction, or other matters and attributable to
the Company and FWAC or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.

Non-GAAP Financial Measures

This document, and statements made in connection with this document, refer to
non-GAAP financial measures, including EBITDA, property operating expenses,
general and administrative expenses, net operating income, revenue per available
space and unleveraged yield. These measures are not prepared in accordance with
generally accepted accounting principles in the Unites States of America
(“GAAP”) and have important limitations as analytical tools. Non-GAAP financial
measures are supplemental, should only be used in conjunction with results
presented in accordance with GAAP and should not be considered in isolation or
as a substitute for such GAAP results.

Item 9.01        Financial Statements and Exhibits.


Number   Description
  99.1     Investor Presentation, dated January 2023
  99.1     Investor Presentation, dated January 2023     (PDF)
104      Cover Page Interactive Data File (formatted as Inline XBRL)


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