0001642985 Mobile Infrastructure Corp false --12-31 Q3 2022 0.0001 0.0001 50,000 50,000 2,862 2,862 2,862 2,862 2,862,000 2,862,000 0.0001 0.0001 97,000 97,000 39,811 39,811 39,811 39,811 39,811,000 39,811,000 0.0001 0.0001 1,000 1,000 0 0 0 0 0.0001 0.0001 98,999,000 98,999,000 7,762,375 7,762,375 7,762,375 7,762,375 1,702,128 1,702,128 1,702,128 1,702,128 62.7 20.8 1,540 1,311 2,091 1,526 2.0 5 5 5 0 0 0 64,745 The Company issued a promissory note to Cantor Commercial Real Estate Lending, L.P. (“CCRE”) for $16.25 million secured by the pool of properties. Pursuant to the Closing of the Transaction, the Company recorded the $6.0 million loan with Cantor Commercial Real Estate upon the consolidation of its investment in MVP St. Louis Cardinal Lot, DST. See Note I for further information. On February 8, 2019, subsidiaries of the Company, consisting of MVP PF St. Louis 2013, LLC (“MVP St. Louis 2013”), and MVP PF Memphis Poplar 2013, LLC (“MVP Memphis Poplar”), LLC entered into a loan agreement, dated as of February 8, 2019, with LoanCore Capital Credit REIT LLC (“LoanCore”). Under the terms of the Loan Agreement, LoanCore agreed to loan MVP St. Louis 2013 and MVP Memphis Poplar $5.5 million to repay and discharge the outstanding KeyBank loan agreement. The loan is secured by a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing on each of the properties owned by MVP St. Louis 2013 and MVP Memphis Poplar. 2 Year Interest Only Represents the value of the 7,495,090 OP Units issued at $11.75 per unit, excluding associated transaction costs of approximately $4.0 million. The in-place lease asset has a life of 5 years and is included in intangible assets on the consolidated balance sheet. The Company issued a promissory note to KeyBank for $12.7 million secured by the pool of properties. The value of in-place lease assets and the 2nd Street contract are included in intangible assets on the consolidated balance sheet. The life of the in-place lease at 1W7 is 5 years. The life of the contract at 2nd Street is indefinite. 10 Year Interest Only 00016429852022-01-012022-09-30 xbrli:shares 00016429852022-11-16 thunderdome:item iso4217:USD 00016429852022-09-30 00016429852021-12-31 iso4217:USDxbrli:shares 0001642985us-gaap:SeriesAPreferredStockMember2022-09-30 0001642985us-gaap:SeriesAPreferredStockMember2021-12-31 0001642985minf:Series1PreferredStockMember2022-09-30 0001642985minf:Series1PreferredStockMember2021-12-31 0001642985minf:NonvotingPreferredStockMember2022-09-30 0001642985minf:NonvotingPreferredStockMember2021-12-31 0001642985minf:BaseRentIncomeMember2022-07-012022-09-30 0001642985minf:BaseRentIncomeMember2021-07-012021-09-30 0001642985minf:BaseRentIncomeMember2022-01-012022-09-30 0001642985minf:BaseRentIncomeMember2021-01-012021-09-30 00016429852022-07-012022-09-30 00016429852021-07-012021-09-30 00016429852021-01-012021-09-30 0001642985minf:PercentageRentIncomeMember2022-07-012022-09-30 0001642985minf:PercentageRentIncomeMember2021-07-012021-09-30 0001642985minf:PercentageRentIncomeMember2022-01-012022-09-30 0001642985minf:PercentageRentIncomeMember2021-01-012021-09-30 0001642985us-gaap:SeriesAPreferredStockMember2022-07-012022-09-30 0001642985us-gaap:SeriesAPreferredStockMember2021-07-012021-09-30 0001642985us-gaap:SeriesAPreferredStockMember2022-01-012022-09-30 0001642985us-gaap:SeriesAPreferredStockMember2021-01-012021-09-30 0001642985minf:Series1PreferredStockMember2022-07-012022-09-30 0001642985minf:Series1PreferredStockMember2021-07-012021-09-30 0001642985minf:Series1PreferredStockMember2022-01-012022-09-30 0001642985minf:Series1PreferredStockMember2021-01-012021-09-30 0001642985us-gaap:PreferredStockMember2021-12-31 0001642985us-gaap:CommonStockMember2021-12-31 0001642985minf:WarrantsMember2021-12-31 0001642985us-gaap:AdditionalPaidInCapitalMember2021-12-31 0001642985us-gaap:RetainedEarningsMember2021-12-31 0001642985us-gaap:NoncontrollingInterestMember2021-12-31 0001642985us-gaap:PreferredStockMember2022-01-012022-03-31 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:CommonStockMember2022-01-012022-03-31 0001642985us-gaap:SeriesAPreferredStockMemberminf:WarrantsMember2022-01-012022-03-31 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-31 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:RetainedEarningsMember2022-01-012022-03-31 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:NoncontrollingInterestMember2022-01-012022-03-31 0001642985us-gaap:SeriesAPreferredStockMember2022-01-012022-03-31 0001642985minf:Series1PreferredStockMemberus-gaap:CommonStockMember2022-01-012022-03-31 0001642985minf:Series1PreferredStockMemberminf:WarrantsMember2022-01-012022-03-31 0001642985minf:Series1PreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-31 0001642985minf:Series1PreferredStockMemberus-gaap:RetainedEarningsMember2022-01-012022-03-31 0001642985minf:Series1PreferredStockMemberus-gaap:NoncontrollingInterestMember2022-01-012022-03-31 0001642985minf:Series1PreferredStockMember2022-01-012022-03-31 0001642985us-gaap:CommonStockMember2022-01-012022-03-31 0001642985minf:WarrantsMember2022-01-012022-03-31 0001642985us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-31 0001642985us-gaap:RetainedEarningsMember2022-01-012022-03-31 0001642985us-gaap:NoncontrollingInterestMember2022-01-012022-03-31 00016429852022-01-012022-03-31 0001642985us-gaap:PreferredStockMember2022-03-31 0001642985us-gaap:CommonStockMember2022-03-31 0001642985minf:WarrantsMember2022-03-31 0001642985us-gaap:AdditionalPaidInCapitalMember2022-03-31 0001642985us-gaap:RetainedEarningsMember2022-03-31 0001642985us-gaap:NoncontrollingInterestMember2022-03-31 00016429852022-03-31 0001642985us-gaap:PreferredStockMember2022-04-012022-06-30 0001642985us-gaap:CommonStockMember2022-04-012022-06-30 0001642985minf:WarrantsMember2022-04-012022-06-30 0001642985us-gaap:AdditionalPaidInCapitalMember2022-04-012022-06-30 0001642985us-gaap:RetainedEarningsMember2022-04-012022-06-30 0001642985us-gaap:NoncontrollingInterestMember2022-04-012022-06-30 00016429852022-04-012022-06-30 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:CommonStockMember2022-04-012022-06-30 0001642985us-gaap:SeriesAPreferredStockMemberminf:WarrantsMember2022-04-012022-06-30 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2022-04-012022-06-30 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:RetainedEarningsMember2022-04-012022-06-30 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:NoncontrollingInterestMember2022-04-012022-06-30 0001642985us-gaap:SeriesAPreferredStockMember2022-04-012022-06-30 0001642985minf:Series1PreferredStockMemberus-gaap:CommonStockMember2022-04-012022-06-30 0001642985minf:Series1PreferredStockMemberminf:WarrantsMember2022-04-012022-06-30 0001642985minf:Series1PreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2022-04-012022-06-30 0001642985minf:Series1PreferredStockMemberus-gaap:RetainedEarningsMember2022-04-012022-06-30 0001642985minf:Series1PreferredStockMemberus-gaap:NoncontrollingInterestMember2022-04-012022-06-30 0001642985minf:Series1PreferredStockMember2022-04-012022-06-30 0001642985us-gaap:PreferredStockMember2022-06-30 0001642985us-gaap:CommonStockMember2022-06-30 0001642985minf:WarrantsMember2022-06-30 0001642985us-gaap:AdditionalPaidInCapitalMember2022-06-30 0001642985us-gaap:RetainedEarningsMember2022-06-30 0001642985us-gaap:NoncontrollingInterestMember2022-06-30 00016429852022-06-30 0001642985us-gaap:PreferredStockMember2022-07-012022-09-30 0001642985us-gaap:CommonStockMember2022-07-012022-09-30 0001642985minf:WarrantsMember2022-07-012022-09-30 0001642985us-gaap:AdditionalPaidInCapitalMember2022-07-012022-09-30 0001642985us-gaap:RetainedEarningsMember2022-07-012022-09-30 0001642985us-gaap:NoncontrollingInterestMember2022-07-012022-09-30 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:CommonStockMember2022-07-012022-09-30 0001642985us-gaap:SeriesAPreferredStockMemberminf:WarrantsMember2022-07-012022-09-30 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2022-07-012022-09-30 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:RetainedEarningsMember2022-07-012022-09-30 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:NoncontrollingInterestMember2022-07-012022-09-30 0001642985minf:Series1PreferredStockMemberus-gaap:CommonStockMember2022-07-012022-09-30 0001642985minf:Series1PreferredStockMemberminf:WarrantsMember2022-07-012022-09-30 0001642985minf:Series1PreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2022-07-012022-09-30 0001642985minf:Series1PreferredStockMemberus-gaap:RetainedEarningsMember2022-07-012022-09-30 0001642985minf:Series1PreferredStockMemberus-gaap:NoncontrollingInterestMember2022-07-012022-09-30 0001642985us-gaap:PreferredStockMember2022-09-30 0001642985us-gaap:CommonStockMember2022-09-30 0001642985minf:WarrantsMember2022-09-30 0001642985us-gaap:AdditionalPaidInCapitalMember2022-09-30 0001642985us-gaap:RetainedEarningsMember2022-09-30 0001642985us-gaap:NoncontrollingInterestMember2022-09-30 0001642985us-gaap:PreferredStockMember2020-12-31 0001642985us-gaap:CommonStockMember2020-12-31 0001642985minf:WarrantsMember2020-12-31 0001642985us-gaap:AdditionalPaidInCapitalMember2020-12-31 0001642985us-gaap:RetainedEarningsMember2020-12-31 0001642985us-gaap:NoncontrollingInterestMember2020-12-31 00016429852020-12-31 0001642985us-gaap:PreferredStockMember2021-01-012021-03-31 0001642985us-gaap:CommonStockMember2021-01-012021-03-31 0001642985minf:WarrantsMember2021-01-012021-03-31 0001642985us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-31 0001642985us-gaap:RetainedEarningsMember2021-01-012021-03-31 0001642985us-gaap:NoncontrollingInterestMember2021-01-012021-03-31 00016429852021-01-012021-03-31 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:CommonStockMember2021-01-012021-03-31 0001642985us-gaap:SeriesAPreferredStockMemberminf:WarrantsMember2021-01-012021-03-31 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-31 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:RetainedEarningsMember2021-01-012021-03-31 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:NoncontrollingInterestMember2021-01-012021-03-31 0001642985us-gaap:SeriesAPreferredStockMember2021-01-012021-03-31 0001642985minf:Series1PreferredStockMemberus-gaap:CommonStockMember2021-01-012021-03-31 0001642985minf:Series1PreferredStockMemberminf:WarrantsMember2021-01-012021-03-31 0001642985minf:Series1PreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-31 0001642985minf:Series1PreferredStockMemberus-gaap:RetainedEarningsMember2021-01-012021-03-31 0001642985minf:Series1PreferredStockMemberus-gaap:NoncontrollingInterestMember2021-01-012021-03-31 0001642985minf:Series1PreferredStockMember2021-01-012021-03-31 0001642985us-gaap:PreferredStockMember2021-03-31 0001642985us-gaap:CommonStockMember2021-03-31 0001642985minf:WarrantsMember2021-03-31 0001642985us-gaap:AdditionalPaidInCapitalMember2021-03-31 0001642985us-gaap:RetainedEarningsMember2021-03-31 0001642985us-gaap:NoncontrollingInterestMember2021-03-31 00016429852021-03-31 0001642985us-gaap:PreferredStockMember2021-04-012021-06-30 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:CommonStockMember2021-04-012021-06-30 0001642985us-gaap:SeriesAPreferredStockMemberminf:WarrantsMember2021-04-012021-06-30 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-30 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:RetainedEarningsMember2021-04-012021-06-30 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:NoncontrollingInterestMember2021-04-012021-06-30 0001642985us-gaap:SeriesAPreferredStockMember2021-04-012021-06-30 0001642985minf:Series1PreferredStockMemberus-gaap:CommonStockMember2021-04-012021-06-30 0001642985minf:Series1PreferredStockMemberminf:WarrantsMember2021-04-012021-06-30 0001642985minf:Series1PreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-30 0001642985minf:Series1PreferredStockMemberus-gaap:RetainedEarningsMember2021-04-012021-06-30 0001642985minf:Series1PreferredStockMemberus-gaap:NoncontrollingInterestMember2021-04-012021-06-30 0001642985minf:Series1PreferredStockMember2021-04-012021-06-30 0001642985us-gaap:CommonStockMember2021-04-012021-06-30 0001642985minf:WarrantsMember2021-04-012021-06-30 0001642985us-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-30 0001642985us-gaap:RetainedEarningsMember2021-04-012021-06-30 0001642985us-gaap:NoncontrollingInterestMember2021-04-012021-06-30 00016429852021-04-012021-06-30 0001642985us-gaap:PreferredStockMember2021-06-30 0001642985us-gaap:CommonStockMember2021-06-30 0001642985minf:WarrantsMember2021-06-30 0001642985us-gaap:AdditionalPaidInCapitalMember2021-06-30 0001642985us-gaap:RetainedEarningsMember2021-06-30 0001642985us-gaap:NoncontrollingInterestMember2021-06-30 00016429852021-06-30 0001642985us-gaap:PreferredStockMember2021-07-012021-09-30 0001642985us-gaap:CommonStockMember2021-07-012021-09-30 0001642985minf:WarrantsMember2021-07-012021-09-30 0001642985us-gaap:AdditionalPaidInCapitalMember2021-07-012021-09-30 0001642985us-gaap:RetainedEarningsMember2021-07-012021-09-30 0001642985us-gaap:NoncontrollingInterestMember2021-07-012021-09-30 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:CommonStockMember2021-07-012021-09-30 0001642985us-gaap:SeriesAPreferredStockMemberminf:WarrantsMember2021-07-012021-09-30 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2021-07-012021-09-30 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:RetainedEarningsMember2021-07-012021-09-30 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:NoncontrollingInterestMember2021-07-012021-09-30 0001642985minf:Series1PreferredStockMemberus-gaap:CommonStockMember2021-07-012021-09-30 0001642985minf:Series1PreferredStockMemberminf:WarrantsMember2021-07-012021-09-30 0001642985minf:Series1PreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2021-07-012021-09-30 0001642985minf:Series1PreferredStockMemberus-gaap:RetainedEarningsMember2021-07-012021-09-30 0001642985minf:Series1PreferredStockMemberus-gaap:NoncontrollingInterestMember2021-07-012021-09-30 0001642985us-gaap:PreferredStockMember2021-09-30 0001642985us-gaap:CommonStockMember2021-09-30 0001642985minf:WarrantsMember2021-09-30 0001642985us-gaap:AdditionalPaidInCapitalMember2021-09-30 0001642985us-gaap:RetainedEarningsMember2021-09-30 0001642985us-gaap:NoncontrollingInterestMember2021-09-30 00016429852021-09-30 xbrli:pure utr:sqft utr:acre 0001642985srt:RetailSiteMember2022-09-30 0001642985minf:MobileInfraOperatingPartnershipLpMemberminf:OPUnitsMember2022-01-012022-09-30 0001642985minf:ColorUpLLCLoanMemberminf:OPUnitsMember2022-01-012022-09-30 0001642985minf:HSCPStrategicIIILPMemberminf:OPUnitsMember2022-01-012022-09-30 0001642985minf:MultilevelParkingGarageInCincinnatiOhio1Member2021-08-25 0001642985minf:MultilevelParkingGarageInCincinnatiOhio2Member2021-08-25 0001642985minf:MultilevelParkingGarageInChicagoIllinoisMember2021-08-25 0001642985minf:AcquisitionOfThreeParkingGaragesMemberminf:OPUnitsMember2021-08-252021-08-25 0001642985minf:AcquisitionOfThreeParkingGaragesMemberminf:OPUnitsMember2021-08-25 0001642985minf:AcquisitionOfThreeParkingGaragesMember2021-08-25 0001642985minf:ColorUpToPurchaseCommonStockWarrantsMember2021-08-25 00016429852021-08-25 0001642985minf:AcquisitionOfThreeParkingGaragesMember2021-08-252021-08-25 0001642985minf:AcquisitionOfThreeParkingGaragesMemberminf:OPUnitsMember2021-08-252021-08-25 0001642985minf:AcquisitionOfThreeParkingGaragesMemberminf:WarrantsMember2021-08-252021-08-25 0001642985minf:BombeAssetManagementLlcMember2022-05-27 0001642985minf:MitCommonSharesMember2022-05-27 0001642985us-gaap:RevolvingCreditFacilityMember2022-09-30 0001642985us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberminf:ParkingFacilitiesOperatorSPPluscorporationMember2022-01-012022-09-30 0001642985us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberminf:ParkingFacilitiesOperatorSPPluscorporationMember2021-01-012021-09-30 0001642985us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberminf:ParkingFacilitiesOperatorPremierParkingServiceLLCMember2022-01-012022-09-30 0001642985us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberminf:ParkingFacilitiesOperatorPremierParkingServiceLLCMember2021-01-012021-09-30 0001642985minf:RealEstateOwnedMemberus-gaap:GeographicConcentrationRiskMemberminf:CincinnatiMember2022-01-012022-09-30 0001642985minf:RealEstateOwnedMemberus-gaap:GeographicConcentrationRiskMemberminf:CincinnatiMember2021-01-012021-12-31 0001642985minf:RealEstateOwnedMemberus-gaap:GeographicConcentrationRiskMemberminf:DetroitMember2022-01-012022-09-30 0001642985minf:RealEstateOwnedMemberus-gaap:GeographicConcentrationRiskMemberminf:DetroitMember2021-01-012021-12-31 0001642985minf:RealEstateOwnedMemberus-gaap:GeographicConcentrationRiskMemberminf:ChicagoMember2022-01-012022-09-30 0001642985minf:RealEstateOwnedMemberus-gaap:GeographicConcentrationRiskMemberminf:ChicagoMember2021-01-012021-12-31 0001642985minf:RealEstateOwnedMemberus-gaap:GeographicConcentrationRiskMemberminf:HoustonMember2022-01-012022-09-30 0001642985minf:RealEstateOwnedMemberus-gaap:GeographicConcentrationRiskMemberminf:HoustonMember2021-01-012021-12-31 0001642985us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberminf:ParkingFacilitiesOperatorSPPluscorporationMember2022-01-012022-09-30 0001642985us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberminf:ParkingFacilitiesOperatorSPPluscorporationMember2021-01-012021-12-31 0001642985minf:ImmaterialErrorCorrectionToTheConsolidatedStatementsOfOperationsForPropertyTaxesMember2021-07-012021-09-30 0001642985minf:ImmaterialErrorCorrectionToTheConsolidatedStatementsOfOperationsForPropertyTaxesMember2021-01-012021-09-30 0001642985minf:Two22SheridanBricktownGarageMember2022-01-012022-09-30 0001642985minf:Two22SheridanBricktownGarageMember2022-01-012022-06-30 0001642985minf:Two22SheridanBricktownGarageMemberus-gaap:LandAndLandImprovementsMember2022-09-30 0001642985minf:Two22SheridanBricktownGarageMemberus-gaap:BuildingAndBuildingImprovementsMember2022-09-30 0001642985minf:Two22SheridanBricktownGarageMemberus-gaap:LeasesAcquiredInPlaceMember2022-09-30 0001642985minf:Two22SheridanBricktownGarageMember2022-09-30 utr:Y 0001642985us-gaap:LeasesAcquiredInPlaceMember2022-01-012022-06-30 0001642985minf:ParkingLotInCantonOhioMember2022-01-012022-09-30 0001642985minf:OneW7CarparkLlcMember2021-01-012021-12-31 0001642985minf:Two2W7Member2021-01-012021-12-31 0001642985minf:Three22StreeterMember2021-01-012021-12-31 0001642985minf:SecondStreetMember2021-01-012021-12-31 0001642985minf:Denver1725ChampaStreetGarageLLCMember2021-01-012021-12-31 0001642985minf:OneW7CarparkMemberus-gaap:LandAndLandImprovementsMember2021-12-31 0001642985minf:OneW7CarparkMemberus-gaap:BuildingAndBuildingImprovementsMember2021-12-31 0001642985minf:OneW7CarparkMemberus-gaap:LeasesAcquiredInPlaceMember2021-12-31 0001642985minf:OneW7CarparkMember2021-12-31 0001642985minf:Two2W7Memberus-gaap:LandAndLandImprovementsMember2021-12-31 0001642985minf:Two2W7Memberus-gaap:BuildingAndBuildingImprovementsMember2021-12-31 0001642985minf:Two2W7Member2021-12-31 0001642985minf:Three22StreeterMemberus-gaap:LandAndLandImprovementsMember2021-12-31 0001642985minf:Three22StreeterMemberus-gaap:BuildingAndBuildingImprovementsMember2021-12-31 0001642985minf:Three22StreeterMember2021-12-31 0001642985minf:SecondStreetMemberus-gaap:LandAndLandImprovementsMember2021-12-31 0001642985minf:SecondStreetMember2021-12-31 0001642985minf:Denver1725ChampaStreetGarageLLCMemberus-gaap:LandAndLandImprovementsMember2021-12-31 0001642985minf:Denver1725ChampaStreetGarageLLCMemberus-gaap:BuildingAndBuildingImprovementsMember2021-12-31 0001642985minf:Denver1725ChampaStreetGarageLLCMember2021-12-31 0001642985us-gaap:LandAndLandImprovementsMember2021-12-31 0001642985us-gaap:BuildingAndBuildingImprovementsMember2021-12-31 0001642985us-gaap:LeasesAcquiredInPlaceMember2021-12-31 0001642985minf:OneW7CarparkMemberus-gaap:LeasesAcquiredInPlaceMember2022-01-012022-06-30 0001642985us-gaap:LeasesAcquiredInPlaceMember2022-09-30 0001642985minf:LeaseCommissionsMember2022-09-30 0001642985minf:LeaseCommissionsMember2021-12-31 0001642985minf:ContractMember2022-09-30 0001642985minf:ContractMember2021-12-31 0001642985us-gaap:TechnologyBasedIntangibleAssetsMember2022-09-30 0001642985us-gaap:TechnologyBasedIntangibleAssetsMember2021-12-31 0001642985minf:MvpClarksburgLotMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpMilwaukeeOldWorldMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpMilwaukeeClybournMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpWildwoodNjLotLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpCincinnatiRaceStreetLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:MinneapolisVentureMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpMemphisPoplarMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpStLouisMemberminf:NotesPayableMember2022-09-30 0001642985minf:MableyPlaceGarageLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:MableyPlaceGarageLlcMemberminf:NotesPayableMember2022-01-012022-09-30 0001642985minf:The322StreeterHoldcoLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpHoustonSaksGarageLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpHoustonSaksGarageLlcMemberminf:NotesPayableMember2022-01-012022-09-30 0001642985minf:MinneapolisCityParkingLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:MinneapolisCityParkingLlcMemberminf:NotesPayableMember2022-01-012022-09-30 0001642985minf:MvpBridgeportFairfieldGarageLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpBridgeportFairfieldGarageLlcMemberminf:NotesPayableMember2022-01-012022-09-30 0001642985minf:West9thPropertiesIiLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:West9thPropertiesIiLlcMemberminf:NotesPayableMember2022-01-012022-09-30 0001642985minf:MvpFortWorthTaylorLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpFortWorthTaylorLlcMemberminf:NotesPayableMember2022-01-012022-09-30 0001642985minf:MvpDetroitCenterGarageLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpDetroitCenterGarageLlcMemberminf:NotesPayableMember2022-01-012022-09-30 0001642985minf:MvpStLouisWashingtonLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpStLouisWashingtonLlcMemberminf:NotesPayableMember2022-01-012022-09-30 0001642985minf:StPaulHolidayGarageLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:StPaulHolidayGarageLlcMemberminf:NotesPayableMember2022-01-012022-09-30 0001642985minf:ClevelandLincolnGarageLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:ClevelandLincolnGarageLlcMemberminf:NotesPayableMember2022-01-012022-09-30 0001642985minf:MvpDenverShermanLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpDenverShermanLlcMemberminf:NotesPayableMember2022-01-012022-09-30 0001642985minf:MvpMilwaukeeArenaLotLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpMilwaukeeArenaLotLlcMemberminf:NotesPayableMember2022-01-012022-09-30 0001642985minf:MvpDenver1935ShermanLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpDenver1935ShermanLlcMemberminf:NotesPayableMember2022-01-012022-09-30 0001642985minf:MvpLouisvilleBroadwayStationLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpWhitefrontGarageLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpHoustonPrestonLotLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpHoustonSanJacintoLotLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:StLouisBroadwayLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:StLouisSeventhCerreLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpIndianapolisMeridianLotLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:StLouisCardinalLotDstLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:MvpPreferredParkingLlcMemberminf:NotesPayableMember2022-09-30 0001642985minf:NotesPayableMember2022-09-30 0001642985minf:NotesPayableAndPaycheckProtectionProgramLoanMember2022-09-30 0001642985minf:PromissoryNoteToKeybankMember2017-05-01 0001642985minf:PromissoryNoteToCantorCommercialRealEstateLendingLpMember2017-05-06 0001642985minf:SbaPppLoanMember2022-04-012022-04-30 0001642985minf:VRMIAndVRMIIMember2021-12-31 0001642985minf:NotesPayableMemberminf:VRMIAndVRMIIMember2022-07-31 0001642985minf:NotesPayableMemberminf:VRMIAndVRMIIMember2022-08-31 0001642985minf:NotesPayableMemberminf:VRMIAndVRMIIMember2022-08-012022-08-31 0001642985minf:LoanCovenantNotBeingMetMember2022-09-30 0001642985minf:LoanCovenantNotBeingMetMember2021-12-31 0001642985minf:CreditAgreementMemberminf:KeybancCapitalMarketsMember2022-03-29 0001642985minf:CreditAgreementMemberminf:KeybancCapitalMarketsMembersrt:MinimumMemberus-gaap:BaseRateMember2022-03-292022-03-29 0001642985minf:CreditAgreementMemberminf:KeybancCapitalMarketsMembersrt:MaximumMemberus-gaap:BaseRateMember2022-03-292022-03-29 0001642985minf:CreditAgreementMemberminf:KeybancCapitalMarketsMembersrt:MinimumMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2022-03-292022-03-29 0001642985minf:CreditAgreementMemberminf:KeybancCapitalMarketsMembersrt:MaximumMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2022-03-292022-03-29 0001642985minf:LoanWithLoancoreCapitalMember2022-04-152022-04-15 0001642985minf:LoansWithAssociatedBankMember2022-04-212022-04-21 0001642985minf:Two22SheridanBricktownGarageMember2022-06-062022-06-06 0001642985minf:CreditAgreementMemberminf:KeybancCapitalMarketsMember2022-09-30 0001642985minf:CreditAgreementMemberminf:KeybancCapitalMarketsMember2022-07-012022-09-30 0001642985minf:CreditAgreementMemberminf:KeybancCapitalMarketsMember2022-01-012022-09-30 0001642985minf:CreditAgreementMemberminf:KeybancCapitalMarketsMemberus-gaap:SubsequentEventMember2022-11-01 0001642985minf:SeriesAConvertibleRedeemablePreferredStockMember2016-11-01 0001642985minf:SeriesAConvertibleRedeemablePreferredStockMember2017-03-242017-03-24 0001642985minf:SeriesAConvertibleRedeemablePreferredStockMember2017-03-24 0001642985minf:SeriesAConvertibleRedeemablePreferredStockMember2018-03-312018-03-31 0001642985us-gaap:SeriesAPreferredStockMember2022-03-24 0001642985us-gaap:SeriesAPreferredStockMember2020-03-252022-09-30 0001642985minf:Series1ConvertibleRedeemablePreferredStockMember2019-03-29 0001642985srt:MinimumMemberminf:Series1ConvertibleRedeemablePreferredStockMember2019-03-292019-03-29 0001642985srt:MaximumMemberminf:Series1ConvertibleRedeemablePreferredStockMember2022-01-012022-09-30 0001642985srt:MinimumMemberminf:Series1ConvertibleRedeemablePreferredStockMember2022-01-012022-09-30 0001642985minf:Series1WarrantsIssuedPer1000OfSharesSubscribedMember2019-04-07 0001642985minf:Series1WarrantsIssuedPer1000OfSharesSubscribedMember2022-09-30 0001642985minf:Series1WarrantsIssuedPer1000OfSharesSubscribedMember2022-01-012022-09-30 0001642985minf:Series1ConvertibleRedeemablePreferredStockMember2020-03-24 0001642985minf:Series1ConvertibleRedeemablePreferredStockMember2020-03-252022-09-30 0001642985minf:Series1ConvertibleRedeemablePreferredStockMember2022-09-30 0001642985minf:Series1ConvertibleRedeemablePreferredStockMember2021-12-31 0001642985srt:MaximumMemberminf:TenderOfferMember2021-11-05 0001642985minf:TenderOfferMember2021-11-05 0001642985minf:TenderOfferMember2021-11-052021-11-05 0001642985minf:SubscriptionAgreementMember2021-11-05 0001642985minf:OPUnitsMemberminf:PurchaseAgreementWithCompanyOperatingPartnershipAndHSCPStrategicIIILPMember2021-11-02 0001642985minf:ClassAUnitsMemberminf:PurchaseAgreementWithCompanyOperatingPartnershipAndHSCPStrategicIIILPMember2021-11-02 0001642985minf:PurchaseAgreementWithCompanyOperatingPartnershipAndHSCPStrategicIIILPMember2021-11-022021-11-02 0001642985minf:OPUnitsMember2022-01-012022-09-30 0001642985minf:ConvertibleOpUnitsMember2022-01-012022-09-30 0001642985minf:LtipUnitsMember2022-05-27 0001642985minf:PerformanceUnitsMember2022-05-272022-05-27 0001642985minf:PerformanceUnitsMemberminf:VestingSubjectToMarketConditionMember2022-01-012022-09-30 0001642985minf:PerformanceUnitsMember2022-01-012022-09-30 0001642985minf:PerformanceUnitsMember2022-07-012022-09-30 0001642985minf:PerformanceUnitsMember2022-09-30 utr:M 0001642985minf:LtipUnitsMember2022-08-232022-08-23 0001642985minf:LtipUnitsMember2022-08-23 0001642985minf:LtipUnitsMember2022-07-012022-09-30 0001642985minf:LtipUnitsMember2022-01-012022-09-30 0001642985minf:LtipUnitsMember2021-12-31 0001642985minf:LtipUnitsMember2022-09-30 0001642985minf:MvpStLouiseMember2022-01-012022-06-30 0001642985minf:CardinalLotMember2022-06-30 0001642985minf:MvpStLouiseMember2021-08-25 0001642985minf:MvpStLouiseMember2022-01-012022-09-30 0001642985minf:MvpStLouiseMember2022-09-30 0001642985us-gaap:FairValueInputsLevel2Member2022-09-30 0001642985us-gaap:FairValueInputsLevel2Member2021-12-31 0001642985minf:OPUnitsMemberminf:PurchaseAgreementWithCompanyOperatingPartnershipAndHSCPStrategicIIILPMember2021-11-05 0001642985minf:ParkPlaceParkingMember2021-12-31 0001642985minf:ParkPlaceParkingMember2022-09-30 0001642985minf:AffiliateOfBombeAssetManagementLLCMember2022-07-012022-09-30 0001642985minf:AffiliateOfBombeAssetManagementLLCMember2022-01-012022-09-30 0001642985minf:UnfinishedRetainOfficeSpaceWithProkidsMember2022-05-31 0001642985minf:BuildingForParkingRentalInOhioMember2022-05-31 0001642985minf:ProkidsMember2022-09-30 0001642985us-gaap:GeneralAndAdministrativeExpenseMemberminf:TaxReturnPreparationServicesMemberminf:ColorUpAndCertainMemberEntitiesOfColorUpMember2022-07-012022-09-30 0001642985us-gaap:GeneralAndAdministrativeExpenseMemberminf:TaxReturnPreparationServicesMemberminf:ColorUpAndCertainMemberEntitiesOfColorUpMember2022-01-012022-09-30 0001642985minf:TaxReturnPreparationServicesMemberminf:ColorUpAndCertainMemberEntitiesOfColorUpMember2022-01-012022-09-30 0001642985us-gaap:AccountsPayableAndAccruedLiabilitiesMemberminf:CertainMemberEntitiesOfColorUpMember2022-09-30 0001642985minf:LicenseAgreementMemberminf:AffiliateOfBombeAssetManagementLLCMember2021-08-252021-08-25 0001642985minf:AcquisitionOfThreeParkingGaragesMember2022-01-012022-09-30 0001642985us-gaap:LineOfCreditMember2022-01-012022-09-30

0001642985 Mobile Infrastructure Corp false --12-31 Q1 2023 0.0001 0.0001 50,000 50,000 2,862 2,862 2,862 2,862 2,862,000 2,862,000 0.0001 0.0001 97,000 97,000 39,811 39,811 39,811 39,811 0.0001 0.0001 98,999,000 98,999,000 7,762,375 7,762,375 7,762,375 7,762,375 1,702,128 1,702,128 1,702,128 1,702,128 18.75 17.5 18.75 17.5 413 5 820 322 3,904 19.2 12.5 8.7 7.8 254,482 156 254,326 43 548 197 47 954 46 35 102,855 102,485 2,051 120 1,931 205 520 2,539 2,457 4,278 3,058 2,472 1,622 2,556 2,186 0.33 0.05 0.28 2,487 2,288 3 3 3 0 0.1 The Company issued a promissory note to Cantor Commercial Real Estate Lending, L.P. (“CCRE”) for $16.25 million secured by the pool of properties. Pursuant to the Closing of the Transaction, the Company recorded the $6.0 million loan with Cantor Commercial Real Estate upon the consolidation of its investment in MVP St. Louis Cardinal Lot, DST. See Note I for further information. On February 8, 2019, subsidiaries of the Company, consisting of MVP PF St. Louis 2013, LLC (“MVP St. Louis 2013”), and MVP PF Memphis Poplar 2013, LLC (“MVP Memphis Poplar”), LLC entered into a loan agreement, dated as of February 8, 2019, with LoanCore Capital Credit REIT LLC (“LoanCore”). Under the terms of the Loan Agreement, LoanCore agreed to loan MVP St. Louis 2013 and MVP Memphis Poplar $5.5 million to repay and discharge the outstanding KeyBank loan agreement. The loan is secured by a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing on each of the properties owned by MVP St. Louis 2013 and MVP Memphis Poplar. 2 Year Interest Only The Company issued a promissory note to KeyBank for $12.7 million secured by the pool of properties. 10 Year Interest Only 00016429852023-01-012023-03-31 xbrli:shares 00016429852023-05-10 thunderdome:item iso4217:USD 00016429852023-03-31 00016429852022-12-31 0001642985us-gaap:NonrelatedPartyMember2023-03-31 0001642985us-gaap:NonrelatedPartyMember2022-12-31 0001642985us-gaap:RelatedPartyMember2023-03-31 0001642985us-gaap:RelatedPartyMember2022-12-31 iso4217:USDxbrli:shares 0001642985us-gaap:SeriesAPreferredStockMember2023-03-31 0001642985us-gaap:SeriesAPreferredStockMember2022-12-31 0001642985minf:Series1PreferredStockMember2023-03-31 0001642985minf:Series1PreferredStockMember2022-12-31 0001642985minf:NonvotingPreferredStockMember2023-03-31 0001642985minf:NonvotingPreferredStockMember2022-12-31 0001642985minf:BaseRentIncomeMember2023-01-012023-03-31 0001642985minf:BaseRentIncomeMember2022-01-012022-03-31 00016429852022-01-012022-03-31 0001642985minf:PercentageRentIncomeMember2023-01-012023-03-31 0001642985minf:PercentageRentIncomeMember2022-01-012022-03-31 0001642985us-gaap:SeriesAPreferredStockMember2023-01-012023-03-31 0001642985us-gaap:SeriesAPreferredStockMember2022-01-012022-03-31 0001642985minf:Series1PreferredStockMember2023-01-012023-03-31 0001642985minf:Series1PreferredStockMember2022-01-012022-03-31 0001642985us-gaap:PreferredStockMember2022-12-31 0001642985us-gaap:CommonStockMember2022-12-31 0001642985minf:WarrantsMember2022-12-31 0001642985us-gaap:AdditionalPaidInCapitalMember2022-12-31 0001642985us-gaap:RetainedEarningsMember2022-12-31 0001642985us-gaap:NoncontrollingInterestMember2022-12-31 0001642985us-gaap:PreferredStockMember2023-01-012023-03-31 0001642985us-gaap:CommonStockMember2023-01-012023-03-31 0001642985minf:WarrantsMember2023-01-012023-03-31 0001642985us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-31 0001642985us-gaap:RetainedEarningsMember2023-01-012023-03-31 0001642985us-gaap:NoncontrollingInterestMember2023-01-012023-03-31 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2023-01-012023-03-31 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:CommonStockMember2023-01-012023-03-31 0001642985us-gaap:SeriesAPreferredStockMemberminf:WarrantsMember2023-01-012023-03-31 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-31 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:RetainedEarningsMember2023-01-012023-03-31 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:NoncontrollingInterestMember2023-01-012023-03-31 0001642985minf:Series1PreferredStockMemberus-gaap:PreferredStockMember2023-01-012023-03-31 0001642985minf:Series1PreferredStockMemberus-gaap:CommonStockMember2023-01-012023-03-31 0001642985minf:Series1PreferredStockMemberminf:WarrantsMember2023-01-012023-03-31 0001642985minf:Series1PreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-31 0001642985minf:Series1PreferredStockMemberus-gaap:RetainedEarningsMember2023-01-012023-03-31 0001642985minf:Series1PreferredStockMemberus-gaap:NoncontrollingInterestMember2023-01-012023-03-31 0001642985us-gaap:PreferredStockMember2023-03-31 0001642985us-gaap:CommonStockMember2023-03-31 0001642985minf:WarrantsMember2023-03-31 0001642985us-gaap:AdditionalPaidInCapitalMember2023-03-31 0001642985us-gaap:RetainedEarningsMember2023-03-31 0001642985us-gaap:NoncontrollingInterestMember2023-03-31 0001642985us-gaap:PreferredStockMember2021-12-31 0001642985us-gaap:CommonStockMember2021-12-31 0001642985minf:WarrantsMember2021-12-31 0001642985us-gaap:AdditionalPaidInCapitalMember2021-12-31 0001642985us-gaap:RetainedEarningsMember2021-12-31 0001642985us-gaap:NoncontrollingInterestMember2021-12-31 00016429852021-12-31 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2022-01-012022-03-31 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:CommonStockMember2022-01-012022-03-31 0001642985us-gaap:SeriesAPreferredStockMemberminf:WarrantsMember2022-01-012022-03-31 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-31 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:RetainedEarningsMember2022-01-012022-03-31 0001642985us-gaap:SeriesAPreferredStockMemberus-gaap:NoncontrollingInterestMember2022-01-012022-03-31 0001642985minf:Series1PreferredStockMemberus-gaap:PreferredStockMember2022-01-012022-03-31 0001642985minf:Series1PreferredStockMemberus-gaap:CommonStockMember2022-01-012022-03-31 0001642985minf:Series1PreferredStockMemberminf:WarrantsMember2022-01-012022-03-31 0001642985minf:Series1PreferredStockMemberus-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-31 0001642985minf:Series1PreferredStockMemberus-gaap:RetainedEarningsMember2022-01-012022-03-31 0001642985minf:Series1PreferredStockMemberus-gaap:NoncontrollingInterestMember2022-01-012022-03-31 0001642985us-gaap:PreferredStockMember2022-01-012022-03-31 0001642985us-gaap:CommonStockMember2022-01-012022-03-31 0001642985minf:WarrantsMember2022-01-012022-03-31 0001642985us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-31 0001642985us-gaap:RetainedEarningsMember2022-01-012022-03-31 0001642985us-gaap:NoncontrollingInterestMember2022-01-012022-03-31 0001642985us-gaap:PreferredStockMember2022-03-31 0001642985us-gaap:CommonStockMember2022-03-31 0001642985minf:WarrantsMember2022-03-31 0001642985us-gaap:AdditionalPaidInCapitalMember2022-03-31 0001642985us-gaap:RetainedEarningsMember2022-03-31 0001642985us-gaap:NoncontrollingInterestMember2022-03-31 00016429852022-03-31 xbrli:pure utr:sqft 0001642985srt:RetailSiteMember2023-03-31 0001642985minf:MobileInfraOperatingPartnershipLpMemberminf:OPUnitsMember2023-01-012023-03-31 0001642985minf:ColorUpLLCLoanMemberminf:OPUnitsMember2023-01-012023-03-31 0001642985minf:HSCPStrategicIIILPMemberminf:OPUnitsMember2023-01-012023-03-31 0001642985minf:MergerWithFwacMemberminf:ConversionOfFwacClassAShareIntoNewMicCommonStockMember2022-12-13 0001642985minf:MergerWithFwacMemberminf:ConversionOfFwacClassAShareIntoNewMicCommonStockMember2022-12-132022-12-13 0001642985minf:MergerWithFwacMemberminf:ConversionOfCommonStockIntoNewMicCommonStockMember2022-12-13 0001642985minf:MergerWithFwacMemberminf:ConversionOfCommonStockIntoNewMicCommonStockMember2022-12-132022-12-13 0001642985minf:MergerWithFwacMemberminf:ConversionOfPreferredStockIntoNewMicSeries1AndSeriesAPreferredStockMember2022-12-132022-12-13 0001642985minf:MergerWithFwacMember2022-12-13 0001642985minf:MergerWithFwacMemberminf:InitialPipeInvestorMemberminf:NewMicCommonStockMember2022-12-132022-12-13 0001642985minf:MergerWithFwacMemberminf:InitialPipeInvestorMemberminf:NewMicCommonStockMember2022-12-13 0001642985minf:MergerWithFwacMember2023-01-012023-03-31 0001642985minf:MergerWithFwacMember2022-01-012022-12-31 0001642985us-gaap:RevolvingCreditFacilityMember2023-03-31 0001642985us-gaap:RevolvingCreditFacilityMember2023-01-012023-03-31 0001642985us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberminf:ParkingFacilitiesOperatorSPPluscorporationMember2023-01-012023-03-31 0001642985us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberminf:ParkingFacilitiesOperatorSPPluscorporationMember2022-01-012022-03-31 0001642985us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberminf:ParkingFacilitiesOperatorPremierParkingServiceLLCMember2023-01-012023-03-31 0001642985us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberminf:ParkingFacilitiesOperatorPremierParkingServiceLLCMember2022-01-012022-03-31 0001642985minf:RealEstateOwnedMemberus-gaap:GeographicConcentrationRiskMemberminf:CincinnatiMember2023-01-012023-03-31 0001642985minf:RealEstateOwnedMemberus-gaap:GeographicConcentrationRiskMemberminf:CincinnatiMember2022-01-012022-12-31 0001642985minf:RealEstateOwnedMemberus-gaap:GeographicConcentrationRiskMemberminf:DetroitMember2023-01-012023-03-31 0001642985minf:RealEstateOwnedMemberus-gaap:GeographicConcentrationRiskMemberminf:DetroitMember2022-01-012022-12-31 0001642985minf:RealEstateOwnedMemberus-gaap:GeographicConcentrationRiskMemberminf:ChicagoMember2023-01-012023-03-31 0001642985minf:RealEstateOwnedMemberus-gaap:GeographicConcentrationRiskMemberminf:ChicagoMember2022-01-012022-12-31 0001642985minf:RealEstateOwnedMemberus-gaap:GeographicConcentrationRiskMemberminf:HoustonMember2023-01-012023-03-31 0001642985minf:RealEstateOwnedMemberus-gaap:GeographicConcentrationRiskMemberminf:HoustonMember2022-01-012022-12-31 0001642985us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberminf:ParkingFacilitiesOperatorSPPluscorporationMember2023-01-012023-03-31 0001642985us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberminf:ParkingFacilitiesOperatorSPPluscorporationMember2022-01-012022-12-31 0001642985srt:ScenarioPreviouslyReportedMember2022-03-31 0001642985srt:RestatementAdjustmentMember2022-03-31 0001642985us-gaap:NonrelatedPartyMembersrt:ScenarioPreviouslyReportedMember2022-03-31 0001642985us-gaap:NonrelatedPartyMembersrt:RestatementAdjustmentMember2022-03-31 0001642985us-gaap:NonrelatedPartyMember2022-03-31 0001642985us-gaap:RelatedPartyMembersrt:ScenarioPreviouslyReportedMember2022-03-31 0001642985us-gaap:RelatedPartyMembersrt:RestatementAdjustmentMember2022-03-31 0001642985us-gaap:RelatedPartyMember2022-03-31 0001642985minf:BaseRentIncomeMembersrt:ScenarioPreviouslyReportedMember2022-01-012022-03-31 0001642985minf:BaseRentIncomeMembersrt:RestatementAdjustmentMember2022-01-012022-03-31 0001642985srt:ScenarioPreviouslyReportedMember2022-01-012022-03-31 0001642985srt:RestatementAdjustmentMember2022-01-012022-03-31 0001642985minf:PercentageRentIncomeMembersrt:ScenarioPreviouslyReportedMember2022-01-012022-03-31 0001642985minf:PercentageRentIncomeMembersrt:RestatementAdjustmentMember2022-01-012022-03-31 0001642985minf:ParkingLotInWildwoodNjMember2023-02-282023-02-28 0001642985minf:Two22SheridanBricktownGarageMember2022-06-012022-06-30 0001642985us-gaap:LeasesAcquiredInPlaceMember2023-03-31 0001642985us-gaap:LeasesAcquiredInPlaceMember2022-12-31 0001642985minf:LeaseCommissionsMember2023-03-31 0001642985minf:LeaseCommissionsMember2022-12-31 0001642985minf:ContractMember2023-03-31 0001642985minf:ContractMember2022-12-31 0001642985us-gaap:TechnologyBasedIntangibleAssetsMember2023-03-31 0001642985us-gaap:TechnologyBasedIntangibleAssetsMember2022-12-31 0001642985minf:MvpClarksburgLotMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpMilwaukeeOldWorldMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpMilwaukeeClybournMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpCincinnatiRaceStreetLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:MinneapolisVentureMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpMemphisPoplarMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpStLouisMemberminf:NotesPayableMember2023-03-31 0001642985minf:MableyPlaceGarageLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:MableyPlaceGarageLlcMemberminf:NotesPayableMember2023-01-012023-03-31 0001642985minf:The322StreeterHoldcoLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpHoustonSaksGarageLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpHoustonSaksGarageLlcMemberminf:NotesPayableMember2023-01-012023-03-31 0001642985minf:MinneapolisCityParkingLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:MinneapolisCityParkingLlcMemberminf:NotesPayableMember2023-01-012023-03-31 0001642985minf:MvpBridgeportFairfieldGarageLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpBridgeportFairfieldGarageLlcMemberminf:NotesPayableMember2023-01-012023-03-31 0001642985minf:West9thPropertiesIiLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:West9thPropertiesIiLlcMemberminf:NotesPayableMember2023-01-012023-03-31 0001642985minf:MvpFortWorthTaylorLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpFortWorthTaylorLlcMemberminf:NotesPayableMember2023-01-012023-03-31 0001642985minf:MvpDetroitCenterGarageLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpDetroitCenterGarageLlcMemberminf:NotesPayableMember2023-01-012023-03-31 0001642985minf:MvpStLouisWashingtonLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpStLouisWashingtonLlcMemberminf:NotesPayableMember2023-01-012023-03-31 0001642985minf:StPaulHolidayGarageLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:StPaulHolidayGarageLlcMemberminf:NotesPayableMember2023-01-012023-03-31 0001642985minf:ClevelandLincolnGarageLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:ClevelandLincolnGarageLlcMemberminf:NotesPayableMember2023-01-012023-03-31 0001642985minf:MvpDenverShermanLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpDenverShermanLlcMemberminf:NotesPayableMember2023-01-012023-03-31 0001642985minf:MvpMilwaukeeArenaLotLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpMilwaukeeArenaLotLlcMemberminf:NotesPayableMember2023-01-012023-03-31 0001642985minf:MvpDenver1935ShermanLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpDenver1935ShermanLlcMemberminf:NotesPayableMember2023-01-012023-03-31 0001642985minf:MvpLouisvilleBroadwayStationLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpWhitefrontGarageLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpHoustonPrestonLotLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpHoustonSanJacintoLotLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:StLouisBroadwayLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:StLouisSeventhCerreLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpIndianapolisMeridianLotLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:StLouisCardinalLotDstLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:MvpPreferredParkingLlcMemberminf:NotesPayableMember2023-03-31 0001642985minf:NotesPayableMember2023-03-31 0001642985minf:NotesPayableAndPaycheckProtectionProgramLoanMember2023-03-31 0001642985minf:PromissoryNoteToKeybankMember2017-05-01 0001642985minf:PromissoryNoteToCantorCommercialRealEstateLendingLpMember2017-05-06 0001642985minf:LoanCovenantNotBeingMetMember2023-03-31 0001642985minf:CreditAgreementMemberminf:KeybancCapitalMarketsMember2022-03-29 0001642985minf:CreditAgreementMemberminf:KeybancCapitalMarketsMembersrt:MinimumMemberus-gaap:BaseRateMember2022-03-292022-03-29 0001642985minf:CreditAgreementMemberminf:KeybancCapitalMarketsMembersrt:MaximumMemberus-gaap:BaseRateMember2022-03-292022-03-29 0001642985minf:CreditAgreementMemberminf:KeybancCapitalMarketsMembersrt:MinimumMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2022-03-292022-03-29 0001642985minf:CreditAgreementMemberminf:KeybancCapitalMarketsMembersrt:MaximumMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2022-03-292022-03-29 0001642985minf:CreditAgreementMemberminf:KeybancCapitalMarketsMember2022-12-31 0001642985minf:CreditAgreementMemberminf:KeybancCapitalMarketsMember2023-03-31 0001642985minf:SeriesAConvertibleRedeemablePreferredStockMember2016-11-01 0001642985minf:SeriesAConvertibleRedeemablePreferredStockMember2017-03-242017-03-24 0001642985minf:SeriesAConvertibleRedeemablePreferredStockMember2017-03-24 0001642985minf:SeriesAConvertibleRedeemablePreferredStockMember2018-03-312018-03-31 0001642985us-gaap:SeriesAPreferredStockMember2020-03-24 0001642985us-gaap:SeriesAPreferredStockMember2020-03-252023-03-31 0001642985minf:Series1ConvertibleRedeemablePreferredStockMember2019-03-29 0001642985srt:MinimumMemberminf:Series1ConvertibleRedeemablePreferredStockMember2019-03-292019-03-29 0001642985srt:MaximumMemberminf:Series1ConvertibleRedeemablePreferredStockMember2023-01-012023-03-31 0001642985srt:MinimumMemberminf:Series1ConvertibleRedeemablePreferredStockMember2023-01-012023-03-31 0001642985minf:Series1WarrantsIssuedPer1000OfSharesSubscribedMember2019-04-07 0001642985minf:Series1ConvertibleRedeemablePreferredStockMember2020-03-24 0001642985minf:Series1ConvertibleRedeemablePreferredStockMember2020-03-252023-03-31 0001642985minf:Series1ConvertibleRedeemablePreferredStockMember2023-03-31 0001642985minf:Series1ConvertibleRedeemablePreferredStockMember2022-12-31 0001642985minf:ColorUpToPurchaseCommonStockWarrantsMember2021-08-25 0001642985minf:OPUnitsMemberminf:PurchaseAgreementWithCompanyOperatingPartnershipAndHSCPStrategicIIILPMember2021-11-02 0001642985minf:ClassAUnitsMemberminf:PurchaseAgreementWithCompanyOperatingPartnershipAndHSCPStrategicIIILPMember2021-11-02 0001642985minf:PurchaseAgreementWithCompanyOperatingPartnershipAndHSCPStrategicIIILPMember2021-11-022021-11-02 0001642985minf:OPUnitsMember2023-01-012023-03-31 0001642985minf:ConvertibleOpUnitsMember2023-01-012023-03-31 0001642985minf:LtipUnitsMemberminf:MrChavezMember2023-02-282023-02-28 0001642985minf:LtipUnitsMemberminf:MsHogueMember2023-02-282023-02-28 utr:Y 0001642985minf:LtipUnitsMember2023-02-28 0001642985minf:LtipUnitsMemberminf:NonmanagementMembersOfTheBoardOfDirectorsMember2023-02-282023-02-28 0001642985minf:LtipUnitsAndPerformanceUnitsMember2023-03-31 0001642985minf:LtipUnitsMember2022-12-31 0001642985minf:LtipUnitsMember2023-01-012023-03-31 0001642985minf:LtipUnitsMember2023-03-31 0001642985minf:MvpStLouiseMember2023-01-012023-03-31 utr:acre 0001642985minf:CardinalLotMember2023-03-31 0001642985minf:MvpStLouiseMember2023-03-31 0001642985us-gaap:FairValueInputsLevel2Member2023-03-31 0001642985us-gaap:FairValueInputsLevel2Member2022-12-31 0001642985minf:OPUnitsMemberminf:PurchaseAgreementWithCompanyOperatingPartnershipAndHSCPStrategicIIILPMember2021-11-05 0001642985minf:AllegedCommissionForProposedSaleOfFortWorthTaylorParkingFacilityMemberus-gaap:PendingLitigationMember2023-01-31 0001642985us-gaap:AssetPledgedAsCollateralMemberminf:AppealsBondMember2023-03-31 0001642985us-gaap:RelatedPartyMemberminf:ParkPlaceParkingMember2023-03-31 0001642985us-gaap:RelatedPartyMemberminf:ParkPlaceParkingMember2022-03-31 0001642985us-gaap:RelatedPartyMemberminf:ColorUpAndCertainMemberEntitiesOfColorUpMember2023-03-31 0001642985minf:LicenseAgreementMemberminf:AffiliateOfBombeAssetManagementLLCMember2021-08-252021-08-25 0001642985us-gaap:LineOfCreditMember2023-01-012023-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 000-55760

MOBILE INFRASTRUCTURE CORPORATION

(Exact name of registrant as specified in its charter)

Maryland		47-3945882
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

30 W. 4th Street, Cincinnati, OH 45202

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (513) 834-5110

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbols(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Table of Contents

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

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 provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

As of ~~November~~May 1610, ~~2022~~2023, the registrant had 7,762,375 shares of common stock outstanding.

Table of Contents

TABLE OF CONTENTS

		Page
Part I	FINANCIAL INFORMATION
Item 1.	CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	1
	CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2022 (UNAUDITED) AND DECEMBER 31, 2021	1
	CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2023 (UNAUDITED) AND DECEMBER 31, 2022	1
	CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (UNAUDITED)	2
	CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 (UNAUDITED)	2
	CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (UNAUDITED)	3
	CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 (UNAUDITED)	3
	CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (UNAUDITED)	4
	CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022 (UNAUDITED)	4
	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	5
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2216
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3624
Item 4.	CONTROLS AND PROCEDURES	3624
Part II	OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS	3725
Item 1A.	RISK FACTORS	3725
Item 5	OTHER INFORMATION	3725
Item 6.	EXHIBITS	3825

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

MOBILE INFRASTRUCTURE CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

	As of September 30, 2022			As of December 31, 2021
	As of March 31, 2023			As of December 31, 2022
	(unaudited)
ASSETS
Investments in real estate
Land and improvements	$	166,~~921~~225		$	166,~~224~~225
Buildings and improvements		~~271~~272,~~964~~862			~~254~~272,~~379~~605
Construction in progress		~~585~~1,418			891,206
Intangible assets		10,~~078~~129			910,~~756~~106
		449,548			430,448
		450,634			450,142
Accumulated depreciation and amortization		(2833,~~935~~171	)		(2231,~~873~~052	)
Total investments in real estate, net		~~420~~417,~~613~~463			~~407~~419,~~575~~090
Fixed assets, net		~~207~~203			61210
Cash		5,862			11,805
Assets held for sale		—			696
Cash – restricted		6,721			4,891
Cash		3,119			5,758
Prepaid expenses		1,021			676
Cash – restricted		3,951			5,216
Accounts receivable, net		2,578			4,031
Prepaid expenses		631			953
Other assets		64			108
Accounts receivable, net		2,536			1,849
Total assets	$	437,066		$	429,147
Due from related parties		—			156
Deferred offering costs		4,005			2,086
Other assets		217			99
Total assets	$	432,125		$	436,113
LIABILITIES AND EQUITY
Liabilities
Notes payable, net	$	~~148~~146,~~278~~345		$	~~207~~146,~~153~~948
Revolving credit facility, net		72,~~648~~929			—72,731
Accounts payable and accrued expenses		2116,~~604~~126			1316,~~849~~351
Indemnification Liability		1,905			2,000
Accrued preferred distributions		9,254			8,504
Security deposits		97			166
Indemnification liability		2,596			2,596
Deferred revenue		372			155
Liabilities held for sale		—			968
Total liabilities		244,904			223,323
Security deposits		166			161
Due to related parties		470			470
Deferred revenue		146			376
Total liabilities		248,032			249,105
Equity
Mobile Infrastructure Corporation Stockholders’ Equity
Preferred stock Series A, $0.0001 par value, 50,000 shares authorized, 2,862 shares issued and outstanding (stated liquidation value of $2,862,000 as of September 30, 2022 and December 31, 2021)		—			—
Preferred stock Series A, $0.0001 par value, 50,000 shares authorized, 2,862 shares issued and outstanding (stated liquidation value of $2,862,000 as of March 31, 2023 and December 31, 2022)		—			—
Preferred stock Series 1, $0.0001 par value, 97,000 shares authorized, 39,811 shares issued and outstanding (stated liquidation value of $39,811,000 as of September 30, 2022 and December 31, 2021)		—			—
Preferred stock Series 1, $0.0001 par value, 97,000 shares authorized, 39,811 shares issued and outstanding (stated liquidation value of $39,811,000 as of March 31, 2023 and December 31, 2022)		—			—
Non-voting, non-participating convertible stock, $0.0001 par value, 1,000 shares authorized, no shares issued and outstanding		—			—
Common stock, $0.0001 par value, 98,999,000 shares authorized, 7,762,375 shares issued and outstanding as of September 30, 2022 and December 31, 2021		—			—
Common stock, $0.0001 par value, 98,999,000 shares authorized, 7,762,375 shares issued and outstanding as of March 31, 2023 and December 31, 2022		—			—
Warrants issued and outstanding – 1,702,128 warrants as of September 30, 2022 and December 31, 2021, respectively		3,319			3,319
Warrants issued and outstanding – 1,702,128 warrants as of March 31, 2023 and December 31, 2022, respectively		3,319			3,319
Additional paid-in capital		~~193~~192,~~926~~426			~~196~~193,176
Accumulated deficit		(~~106~~110,~~692~~716	)		(~~101~~109,~~049~~168	)
Total Mobile Infrastructure Corporation Stockholders’ Equity		9085,~~553~~029			9887,~~446~~327
Non-controlling interest		~~101~~99,~~609~~064			~~107~~99,~~378~~681
Total equity		~~192~~184,~~162~~093			~~205~~187,~~824~~008
Total liabilities and equity	$	~~437~~432,~~066~~125		$	~~429~~436,~~147~~113

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

- 1 -

Table of Contents

MOBILE INFRASTRUCTURE CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts, unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2022			2021			2022			2021
	2023			2022
Revenues
Base rental income	$	2,~~173~~080		$	31,~~285~~931		$	~~6,346~~		$	~~9,570~~
Management income		—			~~1,290~~427			~~427~~			~~2,294~~
Percentage rental income		65,~~245~~023			14,~~203~~456			~~15,430~~			~~1,443~~
Total revenues		87,~~418~~103			56,~~778~~814			~~22,203~~			~~13,307~~
Operating expenses
Property taxes		1,~~912~~756			1,~~119~~631			~~5,592~~			~~3,421~~
Property operating expense		~~501~~518			~~338~~853			~~2,069~~			~~894~~
General and administrative		2,455			1,805			5,843			4,665
Interest expense		3,599			2,457
Professional fees, net of reimbursement of insurance proceeds		525			413			2,087			2,243
Depreciation and amortization		2,126			2,010
Organizational, offering and other costs		2,168			—			4,693			—
General and administrative		2,620			1,515
Depreciation and amortization		2,137			1,437			6,125			3,953
Professional fees, net of reimbursement of insurance proceeds		469			574
Total operating expenses		9,698			5,112			26,409			15,176
Organizational, offering and other costs		33			893
Other income (expense)
Total expenses		11,121			9,933
Interest expense		(3,387	)		(2,487	)		(9,094	)		(6,783	)
Other income (expense)
Loss on sale of real estate		(52	)		—			(52	)		—
Gain on sale of real estate		660			—
PPP loan forgiveness		—			—			328			348
Other income		15			61
Other income		123			5			153			5
Total other income (expense)		675			61
Gain on consolidation of DST		—			360			—			360
Net loss		(3,343	)		(3,058	)
Settlement of deferred management internalization		—			10,040			—			10,040
Net loss attributable to non-controlling interest		(1,795	)		(1,622	)
Transaction expenses		—			(12,224	)		—			(12,224	)
Net loss attributable to Mobile Infrastructure Corporation’s stockholders	$	(1,548	)	$	(1,436	)
Total other income (expense)		(3,316	)		(4,306	)		(8,665	)		(8,254	)
Preferred stock distributions declared - Series A		(54	)		(54	)
Net loss		(4,596	)		(3,640	)		(12,871	)		(10,123	)
Preferred stock distributions declared - Series 1		(696	)		(696	)
Less net loss attributable to non-controlling interest		(2,445	)		(613	)		(7,228	)		(623	)
Net loss attributable to Mobile Infrastructure Corporation’s common stockholders	$	(2,298	)	$	(2,186	)
Net loss attributable to Mobile Infrastructure Corporation’s stockholders	$	(2,151	)	$	(3,027	)	$	(5,643	)	$	(9,500	)
Basic and diluted loss per weighted average common share:
Preferred stock distributions declared - Series A		(54	)		(54	)		(162	)		(162	)
Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders - basic and diluted	$	(0.30	)	$	(0.28	)
Preferred stock distributions declared - Series 1		(696	)		(696	)		(2,088	)		(2,088	)
Weighted average common shares outstanding, basic and diluted		7,762,375			7,762,375
Net loss attributable to Mobile Infrastructure Corporation’s common stockholders	$	(2,901	)	$	(3,777	)	$	(7,893	)	$	(11,750	)
Basic and diluted loss per weighted average common share:
Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders - basic and diluted	$	(0.37	)	$	(0.49	)	$	(1.02	)	$	(1.52	)
Weighted average common shares outstanding, basic and diluted		7,762,375			7,739,951			7,762,375			7,737,257

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

- 2 -

Table of Contents

MOBILE INFRASTRUCTURE CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE ~~AND nine~~ months ended ~~september~~March 3031, ~~2022~~ 2023 and ~~2021~~2022

(In thousands, unaudited)

	Preferred stock				Common stock
	Number of Shares		Par Value		Number of Shares		Par Value		Warrants		Additional Paid-in Capital			Accumulated Deficit			Non-controlling interest			Total
Balance, December 31, 2021		42,673	$	—		7,762,375	$	—	$	3,319	$	196,176		$	(101,049	)	$	107,378		$	205,824
Balance, December 31, 2022		42,673	$	—		7,762,375	$	—	$	3,319	$	193,176		$	(109,168	)	$	99,681		$	187,008
Declared distributions – Series A		—		—		—		—		—		(54	)		—			—			(54	)
Equity based payments		—		—		—		—		—		—			—			1,484			1,484
Declared distributions – Series 1		—		—		—		—		—		(696	)		—			—			(696	)
Distributions to non-controlling interest holders		—		—		—		—		—		—			—			(306	)		(306	)
Net loss		—		—		—		—		—		—			(1,806	)		(2,472	)		(4,278	)
Declared distributions – Series A ($18.75 per share)		—		—		—		—		—		(54	)		—			—			(54	)
Balance, March 31, 2022		42,673	$	—		7,762,375	$	—	$	3,319	$	195,426		$	(102,855	)	$	104,906		$	200,796
Declared distributions – Series 1 ($17.5 per share)		—		—		—		—		—		(696	)		—			—			(696	)
Equity based payments		—		—		—		—		—		—			—			391			391
Net loss		—		—		—		—		—		—			(1,548	)		(1,795	)		(3,343	)
Declared distributions – Series A		—		—		—		—		—		(54	)		—			—			(54	)
Balance, March 31, 2023		42,673	$	—		7,762,375	$	—	$	3,319	$	192,426		$	(110,716	)	$	99,064		$	184,093
Declared distributions – Series 1		—		—		—		—		—		(696	)		—			—			(696	)
Net loss		—		—		—		—		—		—			(1,686	)		(2,311	)		(3,997	)
Balance, June 30, 2022		42,673	$	—		7,762,375	$	—	$	3,319	$	194,676		$	(104,541	)	$	102,986		$	196,440
Equity based payments		—		—		—		—		—		—			—			1,068			1,068
Declared distributions – Series A		—		—		—		—		—		(54	)		—			—			(54	)
Declared distributions – Series 1		—		—		—		—		—		(696	)		—			—			(696	)
Net loss		—		—		—		—		—		—			(2,151	)		(2,445	)		(4,596	)
Balance, September 30, 2022		42,673	$	—		7,762,375	$	—	$	3,319	$	193,926		$	(106,692	)	$	101,609		$	192,162

	Preferred stock				Common stock
	Number of Shares		Par Value		Number of Shares		Par Value		Warrants		Additional Paid-in Capital			Accumulated Deficit			Non-controlling interest			Total
Balance, December 31, 2020		42,673	$	—		7,727,696	$	—	$	—	$	198,769		$	(89,985	)	$	2,034		$	110,818
Balance, December 31, 2021		42,673	$	—		7,762,375	$	—	$	3,319	$	196,176		$	(101,049	)	$	107,378		$	205,824
Stock Awards		—		—		12,255		—		—		144			—			—			144
Declared distributions – Series A ($18.75 per share)		—		—		—		—		—		(54	)		—			—			(54	)
Declared distributions – Series A		—		—		—		—		—		(54	)		—			—			(54	)
Declared distributions – Series 1 ($17.5 per share)		—		—		—		—		—		(696	)		—			—			(696	)
Declared distributions – Series 1		—		—		—		—		—		(696	)		—			—			(696	)
Net loss		—		—		—		—		—		—			(1,929	)		(1,622	)		(3,551	)
Net loss		—		—		—		—		—		—			(4,368	)		—			(4,368	)
Balance, March 31, 2022		42,673	$	—		7,762,375	$	—	$	3,319	$	195,426		$	(102,978	)	$	105,756		$	201,523
Balance, March 31, 2021		42,673	$	—		7,739,951	$	—	$	—	$	198,163		$	(94,353	)	$	2,034		$	105,844
Declared distributions – Series A		—		—		—		—				(54	)		—			—			(54	)
Declared distributions – Series 1		—		—		—		—				(696	)		—			—			(696	)
Net loss		—		—		—		—				—			(2,105	)		(10	)		(2,115	)
Balance, June 30, 2021		42,673	$	—		7,739,951	$	—	$	—	$	197,413		$	(96,458	)	$	2,024		$	102,979
Issuance of OP Units		—		—		—		—		—		—			—			83,930			83,930
Issuance of warrants		—		—		—		—		3,319		—			—			—			3,319
Consolidation of DST		—		—		—		—		—		—			—			2,553			2,553
Declared distributions – Series A		—		—		—		—		—		(54	)		—			—			(54	)
Declared distributions – Series 1		—		—		—		—		—		(696	)		—			—			(696	)
Net loss		--		—		—		—		—		—			(3,027	)		(613	)		(3,640	)
Balance, September 30, 2021		42,673	$	—		7,739,951	$	—	$	3,319	$	196,663		$	(99,485	)	$	87,894		$	188,391

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

- 3 -

Table of Contents

MOBILE INFRASTRUCTURE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2022			2021
	2023			2022
Cash flows from operating activities:
Net Loss	$	(123,~~871~~343	)	$	(103,~~123~~058	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation and amortization expense		62,~~125~~126			32,~~953~~010
Amortization of loan costs		~~1,337~~390			~~201~~100
PPP loan forgiveness		(328	)		(348	)
Gain on sale of real estate		(660	)		—
Loss on sale of real estate		52			—
Equity based payment		1,397			—
Amortization of right of use lease asset		—			57
Equity based payments		1,459			144
Income from or gain on consolidation of DST		—			(360	)
Settlement of deferred management internalization		—			(10,040	)
Changes in operating assets and liabilities
Due to/from related parties		—156			18(136	)
Accounts payable		~~5,380~~(503	)		(~~1,985~~413	)
Indemnification liability		(95	)		2,000
Deposits		—			(340	)
Right of use lease liability		—			(57	)
Security deposits		5			(46	)
Security deposits		(69	)		16
Other assets		(118	)		105
Other assets		44			(17	)
Deferred offering costs		(1,919	)		—
Deferred revenue		~~217~~(230	)		(~~140~~91	)
Accounts receivable		~~1,453~~(686	)		~~(564~~820	)
Prepaid expenses		~~(345~~322	)		~~1,419~~19
Net cash provided by (used in) operating activities		2,359			(15,826	)
Net cash (used in) operating activities		(3,063	)		(1,030	)
Cash flows from investing activities:
Building improvements		(2,353	)		(345	)
Capital expenditures		(224	)		(80	)
Capitalized technology		(~~143~~23	)		—(52	)
Purchase of investment in real estate		(17,513	)		(3,253	)
Proceeds from sale of investment in real estate		1,475			—
Proceeds from sale of investment in real estate		650			—
Net cash provided by (used in) investing activities		1,228			(132	)
Net cash used in investing activities		(19,359	)		(3,598	)
Cash flows from financing activities:
Proceeds from revolving credit facility		73,700			—
Payments on notes payable		(1,763	)		(821	)
Proceeds from notes payable		—			3,867
Distributions to non-controlling interest holders		(306	)		—
Payments on notes payable		(58,189	)		(5,575	)
Loan fees		—			(467	)
Issuance of OP Units		—			31,333
Net cash (used in) financing activities		(2,069	)		(1,288	)
Loan fees		(2,624	)		(24	)
Net change in cash and cash equivalents and restricted cash		(3,904	)		(2,450	)
Net cash provided by financing activities		12,887			29,601
Cash and cash equivalents and restricted cash, beginning of period		10,974			16,696
Net change in cash and cash equivalents and restricted cash		(4,113	)		10,177
Cash and cash equivalents and restricted cash, end of period	$	7,070		$	14,246
Initial consolidation of VIE		—			146
Cash and cash equivalents and restricted cash, beginning of period		16,696			7,895
Cash and cash equivalents and restricted cash, end of period	$	12,583		$	18,218
Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period	$	115,~~805~~758		$	411,~~235~~805
Restricted cash at beginning of period		45,~~891~~216			34,~~660~~891
Cash and cash equivalents and restricted cash at beginning of period	$	1610,~~696~~974		$	716,~~895~~696
Cash and cash equivalents at end of period	$	53,~~862~~119		$	138,~~084~~870
Restricted cash at end of period		63,~~721~~951			5,~~134~~376
Cash and cash equivalents and restricted cash at end of period	$	127,~~583~~070		$	1814,~~218~~246
Supplemental disclosures of cash flow information:
Interest Paid	$	72,~~258~~774		$	62,~~582~~439
Non-cash investing and financing activities:
Dividends declared not yet paid	$	~~2,250~~750		$	~~2,251~~750
Consolidation of variable interest entities, net	$	—		$	3,181
Accrued capital expenditures	$	309		$	—
Assumption of debt through acquisition	$	—		$	44,478
Acquisition of properties through OP units and warrants	$	—		$	55,916

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

- 4 -

Table of Contents

MOBILE INFRASTRUCTURE CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, ~~2022~~2023

(UNAUDITED)

Note A — Organization and Business Operations

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~~commerce, ~~transportation~~events ~~hubs,~~and ~~educational facilities~~venues, government ~~buildings~~ and ~~courthouses~~institutions, ~~sports~~hospitality and ~~entertainment~~multifamily ~~venues,~~central ~~hospital~~business ~~and health centers, hotels, office complexes and residences~~districts.

As of ~~September~~March 3031, ~~2022~~2023, the Company owned 4443 parking facilities in 2221 separate markets throughout the United States, with a total of 15,~~750~~676 parking spaces and approximately 5.4 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”) 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, Chief Financial Officer 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 continues to be taxed as a C corporation. As a C corporation, the Company is not required to distribute any amounts to its stockholders.

~~2021~~Merger ~~Recapitalization~~with Fifth Wall Acquisition Corp. III

On ~~January~~December 813, ~~2021~~2022, the Company ~~entered~~and ~~into~~Fifth anWall ~~equity~~Acquisition ~~purchase~~Corp. ~~and~~III ~~contribution agreement~~ (~~the~~ “~~Purchase Agreement~~FWAC”), bya ~~and~~special ~~among~~purpose ~~the~~acquisition ~~Company,~~company ~~the~~sponsored ~~Operating~~by ~~Partnership,~~Fifth ~~Vestin~~Wall ~~Realty~~Acquisition ~~Mortgage~~Sponsor I,III ~~Inc.,~~LLC (~~“VRMI”~~"Fifth Wall"), ~~Vestin~~entered ~~Realty~~into ~~Mortgage~~a IIdefinitive merger agreement, ~~Inc.~~which ~~(“VRMII”)~~was ~~and~~subsequently ~~Michael~~amended V.by ~~Shustek~~the ~~(“Mr.~~First ~~Shustek”~~Amendment to Agreement and ~~together~~Plan ~~with~~of ~~VRMI~~Merger ~~and~~dated March ~~VRMII~~23, 2023 (the “~~Former~~Merger ~~Advisor~~Agreement”). ~~and~~Upon ~~Color~~closing Upof the merger (the “~~Purchaser~~Merger”)., FWAC will be the surviving entity and will be renamed “Mobile Infrastructure Corporation”. The ~~transactions~~combined ~~contemplated~~company byfollowing the ~~Purchase~~Merger ~~Agreement~~(“New ~~are~~MIC”) ~~referred~~expects to ~~herein~~be ~~collectively~~publicly astraded on the New York Stock Exchange under the ticker “~~Transaction~~BEEP.” Following the steps of the Merger as provided in the Merger Agreement:

~~On August~~● ~~25,~~each ~~2021,~~then ~~the~~issued ~~closing~~and ofoutstanding ~~the~~Class ~~Transaction~~A ~~occurred~~Share ~~(the “Closing”). As a result~~ of ~~the~~FWAC ~~Transaction,~~will ~~the Company acquired three multi-level parking garages consisting of approximately 765 and 1~~convert,~~625~~ parking spaces located in Cincinnati Ohio and approximately 1,154 parking spaces located in Chicago, Illinois totaling approximately 1.2 million square feet. In addition to the parking garages contributed, proprietary technology was contributed to the Company, which provides management with real-time information on ~~the~~a ~~performance of its assets. Pursuant to the Closing, the Operating Partnership issued 7,495,090 newly issued OP Units at $11.75 per unit~~ one-for total consideration of $84.1 million, net of transaction costs. The consideration received consisted of $35.0 million of cash, the three parking assets with an estimated fair value of approximately $98.9 million (the “Contributed Interests”) and technology with an estimated fair value of $4.0 million. The Company also assumed long-~~term~~one ~~debt with an estimated fair value of approximately $44.5 million at Closing. In addition~~basis, ~~the~~into ~~Company~~one ~~issued warrants to Color Up to purchase up to 1,702,128 shares of common stock, par value $0.0001 per~~ share, of ~~the~~New ~~Company~~MIC ~~(the~~common "Common Stock") at an exercise price of $11.75 for an aggregate cash purchase price of up to $20 million. The estimated fair value of the warrants at 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 consolidated statement of operations.stock;

●

each then issued and outstanding share of the Company’s common stock will convert, on a one-to-1.5 basis, into one share of New MIC common stock;

●

each share of the Company’s Series 1 and Series A preferred stock issued and outstanding will be converted into the right to receive one share of Series 1 and Series A preferred stock of New MIC; and

●

each of the Company’s common stock warrants will become a warrant to purchase that number of shares of New MIC common stock equal to the product of (a) the number of shares of common stock that would have been issuable upon the exercise of such common stock warrant and (b) 1.5.

Additionally, in connection with the execution of the Merger Agreement, FWAC entered into subscription agreements with an initial PIPE investor (the “Initial PIPE Investor”), pursuant to which the Initial PIPE Investor agreed to purchase from New MIC, prior to or substantially concurrently with the closing of the Merger, $10 million of common stock, par value $0.0001 per share, of New MIC (the “New MIC Common Stock”) at $10.00 per 1.2 shares. The Initial PIPE Investor is controlled by Jeffrey Osher, a member of the Company’s Board of Directors and a control person of HS3.

The Merger Agreement also contemplates other PIPE investments through the entry into one or more additional subscription agreements with one or more investors to purchase Class A Shares of FWAC, New MIC Common Stock, New MIC preferred stock or convertible notes of New MIC.

Pursuant to the Merger, the Operating Partnership will convert from a Maryland limited partnership to a Delaware limited liability company (the “Operating Company”). As a limited liability company, the Operating Company will continue to be treated as a partnership and a disregarded entity for tax and accounting purposes. Following the conversion, the Company will be a member of the Operating Company and the Operating Company will be managed by a board consisting of board members, one appointed by the Company and one appointed by the other members of the Operating Company.

During the three months ended March 31, 2023 and the year ended December 31, 2022, the Company incurred costs of approximately $1.9 million and $2.1 million, respectively, associated with the Merger. These costs are being accounted for as deferred offering costs in accordance with FASB ASC Topic 340, Other Assets and Deferred Costs and are reflected within deferred offering costs on our Consolidated Balance Sheets.

- 5 -

Table of Contents

Management assessed the potential accounting treatment for the Transaction by applying Accounting Standards Codification (“ASC”) 805, Business Combinations 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, which required 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 assumed (dollars in thousands).

Investment in real estate	$	98,919
Intangibles - technology		4,000
Cash		35,000
Long-term debt		(44,533	)
Indemnification liability		(2,000	)
Total assets acquired and liabilities assumed	$	91,386
OP Units (1)		88,067
Warrants		3,319
Total consideration	$	91,386

(1) Represents the value of the 7,495,090 OP Units issued at $11.75 per unit, excluding associated transaction costs of approximately $4.0 million.

Pending Merger

On May 27, 2022, the Company entered into an Agreement and Plan of Merger 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. On September 26, 2022, the Company and MIT entered into an amended and restated Agreement and Plan of Merger (as so amended and restated, the “Merger Agreement”) which, among other things, amended the consideration payable to the holders of the Company’s Series A Preferred Stock and Series 1 Preferred Stock (as such terms are defined in Note G to Part I, Item 1 of this Form 10-Q). 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 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 (the "SEC") and to market and other conditions; therefore, the expected date of completion of the MIT IPO and the closing date of the Merger have not yet been determined.

The MIT IPO and the Merger will 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.

- 6 -

Table of Contents

Note B — Summary of Significant Accounting Policies

Basis of Accounting

The ~~accompanying~~ 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 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 consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. ~~The consolidated~~In ~~financial statements include accounts and related adjustments, which are, in~~ the opinion of management, ofall a normal recurring ~~nature~~adjustments ~~and~~considered necessary to ~~for~~give a fair presentation of operating results for the ~~Company’s~~periods ~~financial~~presented ~~position,~~have ~~results~~been ofincluded. Certain ~~operations~~prior ~~and~~period ~~cash~~amounts ~~flows~~have ~~for~~been reclassified to conform to the ~~interim~~current period presentation. Operating results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023, are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2022~~2023. There were no significant changes to our significant accounting policies during the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023. For a full summary of our accounting policies, refer to our ~~2021~~2022 Annual Report on Form 10-K as originally filed with the SEC on March 3022, ~~2022~~2023.

Going Concern

The accompanying consolidated financial statements are prepared in accordance with ~~generally~~GAAP ~~accepted accounting principles~~ applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has incurred net losses since its inception and anticipates net losses for the near future. As of ~~September 30~~March 31, ~~2022~~2023, the Company was not in compliance with all applicable covenants in agreements governing its debt, resulting in events of default. ~~However~~Additionally, based on the Company’s ~~projected~~expected financial performance for the twelve-month period subsequent to the ~~date~~filing of the March ~~filing~~31, ~~of this Quarterly Report on~~ 2023 Form 10-Q, the Company ~~currently~~expects ~~projects~~ that it will not be in compliance with a financial covenant under the ~~Company’s~~ Revolving Credit Facility, ~~as defined in Note F, Revolving Credit Facility, prior to the maturity date,~~ which would result in an event of default. Such aevent ~~default~~allows ~~would allow~~ the lender ~~under the Revolving Credit Facility~~ to accelerate the maturity of the debt, under the Revolving Credit Facility which carries a balance of $73.7 million as of ~~September 30~~March 31, ~~2022, making it due and payable at that time~~2023. Further, if our independent auditor included ~~includes~~ an explanatory paragraph regarding our ability to continue as a “going concern” in its report on our financial statements for the year ~~ending~~ ended December 31, 2022 (as included in our Form 10-K), which ~~this~~constitutes ~~may~~an ~~accelerate~~event aof default under our Revolving Credit Facility. toThe Revolving Credit Facility also requires the ~~first~~Company ~~quarter~~to ofinitiate ~~2023~~an atequity ~~the~~raise ~~time~~in ~~our~~order ~~financial~~to ~~statements~~achieve ~~for~~a ~~the~~fixed ~~year~~charge ~~ending~~coverage ratio (“FCCR”) of 1.4 to 1.0 as of ~~December~~March, 31, ~~2022 are filed~~2023. The Company does not currently have sufficient cash on hand, liquidity or projected future cash flows to repay these outstanding amounts upon an event of default. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

In response to these conditions, management’s plans include the following:

Capitalizing on recent business development initiatives that we anticipate will improve total revenues through increased utilization of our parking assets and in many cases at higher average ticket rates.

Management is budgeting reduced overhead costs in 2023 through the reduction or elimination of certain controllable expenses.

3. ~~The~~We ~~Company~~are is pursuing further amendments and/or extensions with respect to the Revolving Credit Facility, including waivers of noncompliance with covenants.

4. ~~The~~We ~~Company~~have isinitiated ~~pursuing~~equity ~~certain potential capital~~ raise or liquidity events, including the ~~Merger~~proposed asmerger ~~described~~with ~~above~~Fifth Wall Acquisition Corporation III.

However, there can be no assurance that ~~the~~we ~~Company~~ will be successful in completing any of these options. As a result, management’s plans cannot be considered probable and thus does not alleviate substantial doubt about ~~the~~our ~~Company’s~~ ability to continue as a going concern.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts of liabilities that might result from the outcome of this uncertainty.

Consolidation

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 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~~ - 6 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 consolidated statements of operations.-

Table of Contents

Noncontrolling interests on our Consolidated Balance Sheets represent the portion of equity that we do not own in the entities we consolidate. Net income or loss attributable to non-controlling interest in our Consolidated Statements of Operations represents our partners’ share of net income or loss that is generally allocated on a pro-rata basis based on ownership percentage.

Use of Estimates

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.

Concentration

The Company had fifteen and fourteen parking tenant-operators during ~~both~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, respectively. One tenant/operator, SP + Corporation (Nasdaq: SP) (“SP+”), represented 60.59% and 6256.71% of the Company’s revenue, excluding commercial revenue, for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, respectively. Premier Parking Service, LLC represented 12.65% and 1215.30% of the Company’s revenue, excluding commercial revenue, for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, respectively.

In addition, the Company had concentrations in Cincinnati (19.2% ~~and 20.8%~~), Detroit (12.5% ~~and 13.8%~~), Chicago (8.7% ~~and 9.5%~~), and Houston (7.8% ~~and 8.5%~~) based on gross book value of real estate as of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021, respectively~~2022.

As of ~~September 30~~March 31, ~~2022~~ 2023 and December 31, ~~2021~~2022, 5949.38% and 5159.92% of the Company’s outstanding accounts receivable balance, respectively, was with SP+.

Acquisitions

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.

In making estimates of fair values for purposes of allocating purchase price, the Company will utilize several sources, including independent third-party valuations 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.

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.

The value of lease intangibles is amortized to depreciation and amortization expense in our Consolidated Statements of Operations over the remaining term of the respective lease. If a tenant terminates its lease with us, the unamortized portion of any lease intangible is recognized over the shortened lease term.

Impairment of Long-Lived Assets and Indefinite-Lived Intangible Assets

We periodically evaluate our long-lived assets, primarily investments in real estate, for indicators of impairment. When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the assets for potential 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 through future undiscounted cash flows, we recognize an impairment loss to the extent that the carrying value exceeds the estimated fair value of the property.

- 7 -

Table of Contents

InWhen ~~making~~we ~~estimates~~determine ofthat ~~fair~~a ~~values~~property ~~for~~should ~~purposes~~be ofclassified ~~allocating~~as held ~~purchase~~for ~~price~~sale, ~~the~~we ~~Company~~recognize ~~will~~an impairment ~~utilize~~loss ~~several~~to ~~sources, including independent appraisals that may be obtained in connection with~~ the ~~acquisition~~extent ~~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~~carrying ~~due~~value ~~diligence,~~exceeds asits fair ~~well~~value asless ~~subsequent~~estimated ~~marketing~~cost ~~and~~to ~~leasing~~dispose ~~activities, in estimating the fair value~~ of the ~~tangible and intangible assets acquired and intangible liabilities assumed~~asset.

~~The~~At ~~Company~~least ~~allocates~~annually, ~~the~~we ~~purchase~~review ~~price~~indefinite-lived ~~of acquired properties to tangible and identifiable~~ intangible assets ~~acquired~~for ~~based~~indicators onof ~~their relative fair values~~impairment. We ~~Tangible~~first ~~assets~~evaluate ~~include~~qualitative ~~land,~~factors ~~land~~to ~~improvements,~~determine ~~buildings, fixtures and tenant improvements on an as-~~if ~~vacant~~it ~~basis.~~is ~~The~~more ~~Company~~likely ~~utilizes~~than ~~various~~not ~~estimates,~~that ~~processes and information to determine~~ the ~~as-if~~carrying ~~vacant property~~ value. ~~Estimates~~ of ~~value~~an ~~are~~indefinite-lived ~~made~~intangible ~~using~~asset ~~customary~~exceeds ~~methods,~~its ~~including~~estimated ~~data~~fair ~~from appraisals, comparable sales, discounted cash flow analysis and other methods~~value. ~~Amounts~~Such ~~allocated~~qualitative tofactors ~~land,~~include ~~land improvements, buildings and fixtures are based on valuations performed by independent third parties or on~~ the ~~Company's~~impact ~~analysis~~ of ~~comparable~~macroeconomic ~~properties~~conditions, changes in the ~~Company's~~industry ~~portfolio.~~or ~~Identifiable intangible assets include amounts allocated to acquire leases for above- and below-~~market ~~lease rates~~, ~~the~~cost ~~value of in-place leases~~factors, and ~~the~~financial ~~value~~performance. If ofwe ~~customer~~then ~~relationships,~~conclude asthat ~~applicable.~~impairment ~~The~~exists, ~~aggregate~~we ~~value~~will ofrecognize ~~intangible~~a ~~assets~~charge ~~related~~ to ~~in-place~~earnings ~~leases~~representing ~~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~~amount ~~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~~estimated ~~will~~fair ~~include~~value ~~real estate taxes, insurance and other operating expenses and estimates~~ of ~~lost rentals at market rates during~~ the ~~expected lease~~indefinite-uplived ~~period.~~intangible ~~Estimates of costs to execute similar leases including leasing commissions, legal and other related expenses are also utilized~~asset.

The value of lease intangibles is amortized to depreciation and amortization expense over the remaining term of the respective lease. If a tenant terminates its lease with us, the unamortized portion of the in-place lease intangibles is recognized over the shortened lease term.

Impairment of Long-Lived Assets

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 through future undiscounted cash flows, we recognize an impairment loss to the extent that the carrying value exceeds the estimated fair value of the property. When we determine that a property should be classified as held for sale, we recognize an impairment loss to the extent the property's carrying value exceeds its fair value less estimated cost to dispose of the asset.

Immaterial Correction

~~The~~During ~~Company~~the ~~determined that reimbursable~~year ~~property~~ended December ~~tax~~31, ~~related~~2022, tothe Company identified certain oferrors ~~its~~impacting ~~leases~~our ~~should~~first ~~have~~quarter ~~been~~filing ~~recorded~~of on2022. A asummary ~~gross~~of ~~basis~~such inerrors ~~the~~is ~~consolidated~~outlined ~~statement~~in ~~of operations for~~ the ~~three~~table below and ~~nine months~~includes ~~ended September 30,~~errors ~~2021~~related into ~~accordance~~the ~~with~~cut-off ~~ASC~~and ~~842,~~classification ~~Leases.~~of Asaccruals, ~~a result~~cash, ~~property~~prepaids ~~taxes~~ and ~~base~~expenses, ~~rental~~accounting ~~income were both increased by $0.3 million~~ and ~~$0.8~~record ~~million~~keeping for ~~the~~tenant ~~three~~billings and ~~nine months ended September 30~~deposits, ~~2021, respectively, to~~accounting ~~properly~~related ~~report~~to ~~property~~interest ~~tax~~ expense, ~~and~~elimination ~~the~~of ~~related~~intercompany ~~tenant~~receivables ~~reimbursement. This~~and ~~correction~~payables, ~~had~~and nocorrections ~~effect~~related onto the ~~reported~~calculation ~~results~~ of ~~operations~~noncontrolling interest.

Reportable Segments

	*As of March 31, 2022*
	*As reported*	*Adjustments*	*As Corrected*
	(in thousands)
Consolidated Balance Sheet:
Buildings and improvements	$ 254,482	$ (156)	$ 254,326
Fixed assets, net	56	(43)	13
Cash	9,418	(548)	8,870
Cash – restricted	5,043	333	5,376
Prepaid expenses	462	194	656
Accounts receivable	3,312	(197)	3,115
Due from related parties	-	156	156
Other assets	103	(47)	56
Accounts payable and accrued liabilities	15,589	(954)	14,635
Security Deposit	166	(46)	120
Deferred revenue	99	(35)	64
Accumulated deficit	(102,855)	370	(102,485)
Non-controlling interest	104,906	850	105,756

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.

	*Three Months Ended March 31, 2022*
	*As reported*	*Adjustments*	*As Corrected*
	(in thousands, except per share data)
Consolidated Statement of Operations:
Base rent income	$ 2,051	$ (120)	$ 1,931
Management agreement	-	427	427
Percentage rent	4,329	127	4,456
Property taxes	1,836	(205)	1,631
Property operating expense	837	16	853
General and administrative	1,506	9	1,515
Professional fees	1,988	(520)	1,468
Depreciation and amortization	1,967	43	2,010
Interest expense	(2,539)	83	(2,457)
Other income	15	46	61
Net loss	(4,278)	1,220	(3,058)
Net income attributable to non-controlling interest	(2,472)	850	(1,622)
Net loss attributable to Mobile Infrastructure Corporation’s common stockholders	(2,556)	370	(2,186)
Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders - basic and diluted	$ (0.33)	$ 0.05	$ (0.28)

Stock-based Compensation

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.

- 8 -

Table of Contents

Reportable Segments

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.

Equity Compensation

Equity compensation is based on the grant date fair value of the equity awards and is recognized as general and administrative expense in our Consolidated Statement of Operations 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.

Note C – Acquisitions and Dispositions of Investments in Real Estate

2023

On February 28, 2023, the Company sold a parking lot located in Wildwood, New Jersey for $1.5 million, resulting in a gain on sale of real estate of approximately $0.7 million. The Company received net proceeds of approximately $0.3 million after the repayment of the outstanding mortgage loan, interest and transaction costs.

2022

~~The~~In June ~~following~~2022, ~~table~~the isCompany acquired a ~~summary~~555 ofspace ~~the~~garage ~~parking~~located ~~asset~~in ~~acquisitions during~~Oklahoma ~~the nine months ended September 30~~City, ~~2022~~Oklahoma ~~(dollars~~for in$17.5 ~~thousands)~~million.

Property

Location

Date Acquired

Property Type

# Spaces

Size / Acreage

Retail Sq. Ft.

Purchase Price

222 Sheridan Bricktown Garage LLC

Oklahoma City, OK

6/7/2022

Garage

555

0.64

15,628

17,513

Note D - Intangible Assets

~~The~~ A ~~following~~schedule ~~table is a summary~~ of the ~~allocated~~Company’s ~~acquisition~~intangible ~~value~~assets ofand ~~the property acquired~~related byaccumulated ~~the Company~~amortization ~~during~~as ~~the~~of March ~~nine~~31, ~~months~~2023 ~~ended September~~and December 3031, 2022 is as follows (dollars in thousands).:

	Land and Improvements		Building and improvements		In-Place Lease Value		Total assets acquired
	As of March 31, 2023				As of December 31, 2022
222 Sheridan Bricktown Garage LLC (a)	$	1,314	$	16,020	$	179	$	17,513
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization
In-place lease value	$	2,564	$	1,702	$	2,564	$	1,621
Lease commissions		165		113		165		106
Indefinite lived contract		3,160		—		3,160		—
Acquired technology		4,240		672		4,217		561
Total intangible assets	$	10,129	$	2,487	$	10,106	$	2,288

~~(a)~~Amortization ~~The~~of the in-place lease value, lease ~~has~~commissions aand ~~life~~acquired oftechnology 5are ~~years~~included ~~and~~in isdepreciation ~~included~~and amortization in the accompanying Consolidated Statements of Operations. Amortization expense associated with intangible assets ontotaled approximately $0.2 million for both the ~~consolidated~~three months ended March ~~balance~~31, ~~sheets~~2023 and 2022.

~~On September~~A 1,schedule ~~2022,~~of ~~the~~future ~~Company sold a parking lot located in Canton, Ohio~~amortization ~~for $0.7 million, resulting in a loss on sale~~ of ~~real~~acquired ~~estate~~intangible ofassets ~~approximately~~for ~~$0.1~~the ~~million.~~three ~~The~~months ~~Company~~ended March ~~received~~31, ~~net~~2023 ~~proceeds~~and ofthereafter ~~approximately~~is ~~$0.1~~as ~~million~~follows ~~after~~(dollars ~~the~~in ~~repayment of the outstanding mortgage loan, interest and transaction costs.~~thousands):

2021

	*In-place lease value*		*Lease commissions*		*Acquired technology*
2023 (Remainder)	$	241	$	19	$	342
2024		303		20		448
2025		189		9		448
2026		102		3		447
2027		27		1		419
Thereafter		-		-		1,464
	$	862	$	52	$	3,568

The following table is a summary of the parking asset acquisitions for the year ended December 31, 2021 (dollars in thousands).

Property	Location	Date Acquired	Property Type	# Spaces		Size / Acreage		Retail Sq. Ft.		Purchase Price
1W7 Carpark, LLC	Cincinnati, OH	8/25/2021	Garage		765		1.21		18,385	$	32,122
222W7, LLC	Cincinnati, OH	8/25/2021	Garage		1,625		1.84		—	$	28,314
322 Streeter, LLC	Chicago, IL	8/25/2021	Garage		1,154		2.81		—	$	38,483
2nd Street, LLC	Miami, FL	9/9/2021	Contract		118		N/A		—	$	3,253
Denver 1725 Champa Street Garage	Denver, CO	11/3/2021	Garage		450		0.72		—	$	16,274

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 (dollars in thousands)

	Land and Improvements		Building and improvements		In-Place Lease Value		Contract Value		Total assets acquired
1W7 Carpark (a)	$	2,995	$	28,819	$	308	$	—	$	32,122
222W7		4,391		23,923		—		—		28,314
322 Streeter		11,387		27,096		—		—		38,483
2nd Street (a)		93		—		—		3,160		3,253
Denver 1725 Champa Street Garage		7,414		8,860		—		—		16,274
	$	26,280	$	88,698	$	308	$	3,160	$	118,446

(a) The value of in-place lease assets and the 2nd Street contract value are included in intangible assets on the consolidated balance sheets. The useful life of the in-place lease value at 1W7 is 5 years. The 2nd Street contract value has an indefinite life.

There were no dispositions of real estate for the year ended December 31, 2021.

- 9 -

Table of Contents

Note D - Intangible Assets

A schedule of the Company’s intangible assets and related accumulated amortization as of September 30, 2022 and December 31, 2021 is as follows (dollars in thousands):

	As of September 30, 2022				As of December 31, 2021
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization
In-place lease value	$	2,564	$	1,540	$	2,398	$	1,311
Lease commissions		165		100		152		82
Indefinite lived contract		3,160		—		3,160		—
Acquired technology		4,189		451		4,046		133
Total intangible assets	$	10,078	$	2,091	$	9,756	$	1,526

Amortization of the in-place lease value, lease commissions and acquired technology are included in depreciation and amortization in the accompanying consolidated statements of operations. Amortization expense associated with intangible assets totaled approximately $0.6 million and $0.3 million for the nine months ended September 30, 2022 and 2021, respectively, and $0.2 million and $0.1 million for the three months ended September 30, 2022 and 2021, respectively.

A schedule of future amortization of acquired intangible assets for the nine months ended September 30, 2022 and thereafter is as follows (dollars in thousands):

	In-place lease value		Lease commissions		Acquired technology
2022 (Remainder)	$	81	$	6	$	115
2023		320		24		437
2024		303		21		437
2025		189		10		437
2026		102		3		437
Thereafter		29		1		1,875
	$	1,024	$	65	$	3,738

- 10 -

Table of Contents

Note E — Notes Payable

As of ~~September~~March 3031, ~~2022~~2023, the principal balances on notes payable are as follows (dollars in thousands):

Loan	Original Debt Amount		Monthly Payment		Balance as of 93/3031/2223			Lender			~~Interest Rate~~		Interest Rate	~~Loan Maturity~~		Loan Maturity
MVP Clarksburg Lot	$	476	I/O		$	379		Vestin Realty Mortgage II				~~7.50~~	%	~~8/25/2023~~7.50	%	8/25/2023
MVP Milwaukee Old World	$	771	I/O		$	1,871		Vestin Realty Mortgage II				~~7.50~~	%	~~8/25/2023~~7.50	%	8/25/2023
MVP Milwaukee Clybourn	$	191	I/O		$	191		Vestin Realty Mortgage II				~~7.50~~	%	~~8/25/2023~~7.50	%	8/25/2023
MVP Wildwood NJ Lot, LLC	$	1,000	I/O		$	1,000		Vestin Realty Mortgage II				7.50	%	8/25/2023
MVP Cincinnati Race Street, LLC	$	2,550	I/O		$	3,450		Vestin Realty Mortgage II						7.50	%	8/25/2023
MVP Cincinnati Race Street, LLC	$	2,550	I/O		$	3,450		Vestin Realty Mortgage II				7.50	%	8/25/2023
Minneapolis Venture	$	2,000	I/O		$	4,000		Vestin Realty Mortgage II						7.50	%	8/25/2023
Minneapolis Venture	$	2,000	I/O		$	4,000		Vestin Realty Mortgage II				7.50	%	8/25/2023
MVP Memphis Poplar (3)	$	1,800	I/O		$	1,800		LoanCore						5.38	%	3/6/2024
MVP Memphis Poplar (3)	$	1,800	I/O		$	1,800		LoanCore				5.38	%	3/6/2024
MVP St. Louis (3)	$	3,700	I/O		$	3,700		LoanCore						5.38	%	3/6/2024
MVP St. Louis (3)	$	3,700	I/O		$	3,700		LoanCore				5.38	%	3/6/2024
Mabley Place Garage, LLC	$	9,000	$	44	$	7,583		Barclays						4.25	%	12/6/2024
Mabley Place Garage, LLC	$	9,000	$	44	$	7,668		Barclays				4.25	%	12/6/2024
322 Streeter Holdco LLC	$	25,900	$	130	$	25,184		American National Insurance Co.						3.50	%	3/1/2025
322 Streeter Holdco LLC	$	25,900	$	130	$	25,518		American National Insurance Co.				3.50	%	3/1/2025
MVP Houston Saks Garage, LLC	$	3,650	$	20	$	2,935		Barclays Bank PLC						4.25	%	8/6/2025
MVP Houston Saks Garage, LLC	$	3,650	$	20	$	2,981		Barclays Bank PLC				4.25	%	8/6/2025
Minneapolis City Parking, LLC	$	5,250	$	29	$	4,341		American National Insurance, of NY						4.50	%	5/1/2026
Minneapolis City Parking, LLC	$	5,250	$	29	$	4,404		American National Insurance, of NY				4.50	%	5/1/2026
MVP Bridgeport Fairfield Garage, LLC	$	4,400	$	23	$	3,631		FBL Financial Group, Inc.						4.00	%	8/1/2026
MVP Bridgeport Fairfield Garage, LLC	$	4,400	$	23	$	3,686		FBL Financial Group, Inc.				4.00	%	8/1/2026
West 9th Properties II, LLC	$	5,300	$	30	$	4,459		American National Insurance Co.						4.50	%	11/1/2026
West 9th Properties II, LLC	$	5,300	$	30	$	4,522		American National Insurance Co.				4.50	%	11/1/2026
MVP Fort Worth Taylor, LLC	$	13,150	$	73	$	11,095		American National Insurance, of NY						4.50	%	12/1/2026
MVP Fort Worth Taylor, LLC	$	13,150	$	73	$	11,250		American National Insurance, of NY				4.50	%	12/1/2026
MVP Detroit Center Garage, LLC	$	31,500	$	194	$	27,424		Bank of America						5.52	%	2/1/2027
MVP Detroit Center Garage, LLC	$	31,500	$	194	$	27,753		Bank of America				5.52	%	2/1/2027
MVP St. Louis Washington, LLC (1)	$	1,380	$	8	$	1,266		KeyBank		*				4.90	%	5/1/2027
MVP St. Louis Washington, LLC (1)	$	1,380	$	8	$	1,280		KeyBank	*			4.90	%	5/1/2027
St. Paul Holiday Garage, LLC (1)	$	4,132	$	24	$	3,789		KeyBank		*				4.90	%	5/1/2027
St. Paul Holiday Garage, LLC (1)	$	4,132	$	24	$	3,830		KeyBank	*			4.90	%	5/1/2027
Cleveland Lincoln Garage, LLC (1)	$	3,999	$	23	$	3,666		KeyBank		*				4.90	%	5/1/2027
Cleveland Lincoln Garage, LLC (1)	$	3,999	$	23	$	3,706		KeyBank	*			4.90	%	5/1/2027
MVP Denver Sherman, LLC (1)	$	286	$	2	$	262		KeyBank		*				4.90	%	5/1/2027
MVP Denver Sherman, LLC (1)	$	286	$	2	$	265		KeyBank	*			4.90	%	5/1/2027
MVP Milwaukee Arena Lot, LLC (1)	$	2,142	$	12	$	1,964		KeyBank		*				4.90	%	5/1/2027
MVP Milwaukee Arena Lot, LLC (1)	$	2,142	$	12	$	1,985		KeyBank	*			4.90	%	5/1/2027
MVP Denver 1935 Sherman, LLC (1)	$	762	$	4	$	698		KeyBank		*				4.90	%	5/1/2027
MVP Denver 1935 Sherman, LLC (1)	$	762	$	4	$	706		KeyBank	*			4.90	%	5/1/2027
MVP Louisville Broadway Station, LLC (2)	$	1,682	I/O		$	1,682		Cantor Commercial Real Estate		**				5.03	%	5/6/2027
MVP Louisville Broadway Station, LLC (2)	$	1,682	I/O		$	1,682		Cantor Commercial Real Estate	**			5.03	%	5/6/2027
MVP Whitefront Garage, LLC (2)	$	6,454	I/O		$	6,454		Cantor Commercial Real Estate		**				5.03	%	5/6/2027
MVP Whitefront Garage, LLC (2)	$	6,454	I/O		$	6,454		Cantor Commercial Real Estate	**			5.03	%	5/6/2027
MVP Houston Preston Lot, LLC (2)	$	1,627	I/O		$	1,627		Cantor Commercial Real Estate		**				5.03	%	5/6/2027
MVP Houston Preston Lot, LLC (2)	$	1,627	I/O		$	1,627		Cantor Commercial Real Estate	**			5.03	%	5/6/2027
MVP Houston San Jacinto Lot, LLC (2)	$	1,820	I/O		$	1,820		Cantor Commercial Real Estate		**				5.03	%	5/6/2027
MVP Houston San Jacinto Lot, LLC (2)	$	1,820	I/O		$	1,820		Cantor Commercial Real Estate	**			5.03	%	5/6/2027
St. Louis Broadway, LLC (2)	$	1,671	I/O		$	1,671		Cantor Commercial Real Estate		**				5.03	%	5/6/2027
St. Louis Broadway, LLC (2)	$	1,671	I/O		$	1,671		Cantor Commercial Real Estate	**			5.03	%	5/6/2027
St. Louis Seventh & Cerre, LLC (2)	$	2,057	I/O		$	2,057		Cantor Commercial Real Estate		**				5.03	%	5/6/2027
St. Louis Seventh & Cerre, LLC (2)	$	2,057	I/O		$	2,057		Cantor Commercial Real Estate	**			5.03	%	5/6/2027
MVP Indianapolis Meridian Lot, LLC (2)	$	938	I/O		$	938		Cantor Commercial Real Estate		**				5.03	%	5/6/2027
MVP Indianapolis Meridian Lot, LLC (2)	$	938	I/O		$	938		Cantor Commercial Real Estate	**			5.03	%	5/6/2027
St Louis Cardinal Lot DST, LLC	$	6,000	I/O		$	6,000		Cantor Commercial Real Estate		**				5.25	%	5/31/2027
St Louis Cardinal Lot DST, LLC	$	6,000	I/O		$	6,000		Cantor Commercial Real Estate	**			5.25	%	5/31/2027
MVP Preferred Parking, LLC	$	11,330	$	66	$	11,199		Key Bank		**				5.02	%	8/1/2027
MVP Preferred Parking, LLC	$	11,330	$	66	$	11,294		Key Bank	**			5.02	%	8/1/2027
Less unamortized loan issuance costs					$	(791	)
Less unamortized loan issuance costs					$	(1,210	)
					$	146,345
					$	148,278

(1)	The Company issued a promissory note to KeyBank for $12.7 million secured by the pool of properties.

(2)	The Company issued a promissory note to Cantor Commercial Real Estate Lending, L.P. (“CCRE”) for $16.25 million secured by the pool of properties.
(3)	The loan is secured by a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing on each of the properties owned by MVP St. Louis 2013 and MVP Memphis Poplar.

* 2 Year Interest Only

** 10 Year Interest Only

I/O - Interest Only

~~- 11~~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. As of March 31, 2023, borrowers for three of the Company’s loans totaling $55.3 million, failed to meet certain loan covenants. As a result, we are subject to additional cash management procedures, which resulted in approximately $0.6 million of restricted cash at March 31, 2023. In order to exit cash management, 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 the three months ended March 31, 2023, two loans exited cash management as the properties have maintained consecutive quarters of the minimum debt service coverage ratio.

As of March 31, 2023, future principal payments on notes payable are as follows (dollars in thousands):

2023 (remainder)	$	12,262
2024		16,012
2025		29,091
2026		22,708
2027		67,063
Thereafter		—
Total	$	147,136

- 10 -

Table of Contents

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. The forgiveness of this loan was recognized in the consolidated statements of operations for the three and nine months ended September 30, 2022.

During 2021, VRMI and VRMII acquired $11.5 million of outstanding notes payable the Company had with various lenders. 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 (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 under the five VRMI Notes originally matured and were payable in full on August 25, 2022. However, in August 2022, the Company extended the term of the VRMI Notes to August 2023. In connection with this extension, the coupon rate was increased from 7.0% to 7.5% and the Company paid VRMII a $0.6 million extension fee.

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. As of September 30, 2022 and December 31, 2021, borrowers for six of the Company’s loans totaling $58.5 million and seven loans totaling $96.0 million, respectively, failed to meet certain loan covenants. As a result, these borrowers are subject to additional cash management procedures, which resulted in approximately$3.4 million and $1.0 million of restricted cash at September 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.

As of September 30, 2022, future principal payments on notes payable are as follows (dollars in thousands):

2022 (remainder)	$	791
2023		14,068
2024		15,986
2025		29,081
2026		22,630
Thereafter		66,932
Total	$	149,488

Note F - Revolving Credit Facility

On March 29, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) with ~~KeyBanc~~ KeyBank Capital Markets, as lead arranger, and KeyBank, National Association, as administrative agent. The Credit Agreement refinanced the Company’s then current loan agreements for certain properties. The Credit Agreement provides for, among other things, a $75~~,000,000~~.0 million revolving credit facility, originally 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 the maturity date and payment of an extension fee pursuant to the terms of the Credit Agreement (the “Revolving Credit Facility”). The Revolving Credit Facility may be increased by up to an additional $75.0 million provided that no event of default has occurred and certain other conditions are satisfied. Borrowings under the Revolving Credit Facility bear interest at a Secured Overnight Financing Rate ("“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~~During ~~15,~~ 2022, the Company drew ~~on the Revolving Credit Facility to pay a loan in full with LoanCore in the amount of~~ $3773.97 million. ~~The loan had a maturity date of December 9, 2022 and was secured by a pool of six properties. On April 21, 2022, the Company drew~~ on the Revolving Credit Facility to pay-off ~~two~~certain ~~loans~~mortgage ~~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 two properties. On June 6, 2022, the Company drew on the Revolving Credit Facility for $17.6 million to~~ fund ~~the~~an acquisition of ~~222~~ ~~Sheridan~~a ~~Bricktown~~single ~~Garage LLC~~garage. As of September 30, 2022, the Company had drawn $73.7 million of the available $75.0 million in the Credit Agreement. For the three and nine months ended September 30, 2022, the Company has paid approximately $2.0 million in loan fees which are being amortized to interest expense in the consolidated statements of operations.

~~- 12~~On November - 17, 2022, the Company executed an amendment to the Credit Agreement which extends the maturity of the Revolving Credit Facility to April 1, 2024, amends certain financial covenants through the new term, and adds a requirement for the Company to use diligent efforts to pursue an equity raise or liquidity event by March 31, 2023. As of March 31, 2023, the Company was not in compliance with all applicable covenants in agreements governing its debt, resulting in events of default.

~~Table~~As of March 31, 2023, the ~~Contents~~ balance of unamortized loan fees associated with the Revolving Credit Facility is $0.8 million which is being amortized to interest expense in the Consolidated Statements of Operations over the remaining term.

On November 17, 2022, the Company executed an amendment to the Credit Agreement which extends the maturity of the Revolving Credit Facility to April 1, 2024, amends certain financial covenants through the new term, and adds a requirement for the Company to use diligent efforts to pursue an equity raise or liquidity event by March 31, 2023. In connection with this extension, the Company will owe an extension fee of $375,000. When paid, the extension fee will be deferred and amortized over the new term of the Revolving Credit Facility.

Note G - Equity

Series A Preferred Stock

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~~stated ~~Value~~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 $1.2 3 million of which approximately $0.6 million had been paid to Series A stockholders. As of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, approximately $0.6 7 million and $0.4 6 million of Series A Preferred Stock distributions that were accrued and unpaid, respectively, are included in accounts payable and accrued expenses on the ~~consolidated~~Consolidated ~~balance~~Balance ~~sheet~~Sheet.

Series 1 Preferred Stock

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~~common ~~Stock~~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~~common ~~Stock~~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.

~~- 13~~Each - holder of Series 1 Preferred Stock received, for every $1,000 in shares subscribed by such holder, 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. Since a Listing Event did not occur on or prior to the fifth anniversary of the final closing date of the offering (ie. January 31, 2023), the outstanding warrants automatically expired.

- 11 -

Table of Contents

~~Each~~On March ~~investor in the Series 1 offering received~~24, ~~for every $1~~2020,~~000~~ ~~in shares subscribed by such investor, detachable warrants to purchase 35 shares of~~ the Company’s ~~Common~~Board ~~Stock~~of ifDirectors ~~the~~unanimously ~~Company’s~~authorized ~~Common~~the ~~Stock~~suspension ~~is listed on a national securities exchange. The warrants’ exercise price is equal to 110%~~ of the ~~volume~~payment ~~weighted average closing stock price~~ of ~~the~~distributions ~~Company’s~~on ~~Common Stock over a specified period as determined in accordance with~~ the ~~terms~~Series of1 ~~the~~Preferred ~~warrant;~~Stock, however, insuch nodistributions ~~event~~will ~~shall~~continue ~~the exercise price be less than $25 per share. If a Listing Event does not occur on or prior~~ to ~~the~~accrue ~~fifth~~in ~~anniversary~~accordance ofwith the ~~final~~terms ~~closing date~~ of the Series 1 ~~offering,~~Preferred ~~the outstanding warrants expire automatically on such anniversary date without being exercisable by the holders thereof~~Stock. IfSince ainitial ~~Listing Event does occur on or before January 31~~issuance, ~~2023,~~ the ~~five-year~~Company ~~anniversary~~had ~~date,~~declared ~~these~~distributions ~~warrants~~of ~~will~~approximately ~~then expire five years from the 90th day after the occurrence~~ $15.0 million of awhich ~~Listing~~approximately ~~Event~~$6.4 ~~The~~million ~~Company~~had ~~engaged~~been apaid ~~third-party expert~~ to ~~value~~Series ~~these~~1 ~~warrants~~Preferred ~~and~~Stock ~~the~~stockholders. ~~estimated~~As ~~value as~~ of ~~September~~March 3031, ~~2022~~2023 ~~is immaterial. As of~~and ~~September~~December 3031, 2022, ~~there~~approximately ~~were~~$8.6 million ~~detachable~~and ~~warrants~~$7.9 million ~~that may~~of beSeries ~~exercised for~~ 1~~,382,675~~ ~~shares~~Preferred ~~of the Company’s Common~~ Stock ~~after~~distributions ~~the~~that ~~90th~~were ~~day~~accrued ~~following~~and ~~the occurrence of a Listing Event. If all the potential warrants outstanding on September 30~~unpaid, ~~2022 became exercisable because of a Listing Event and were exercised at the minimum price of $25 per share~~respectively, ~~gross~~are ~~proceeds~~included toin ~~the~~accounts ~~Company~~payable ~~would be approximately $34.6 million~~ and asaccrued aexpenses ~~result~~on the ~~Company~~consolidated ~~would~~balance ~~issue an additional 1,382,675 shares of Common Stock~~sheet.

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 $13.6 million of which approximately $6.4 million had been paid to Series 1 Preferred Stock stockholders. As of September 30, 2022 and December 31, 2021, approximately $7.2 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.

Warrants

~~On August~~In ~~25,~~accordance ~~2021,~~with inits ~~connection~~warrant ~~with~~agreement ~~the~~between ~~Closing,~~ the Company ~~entered~~and ~~into~~Color aUp, ~~warrant~~dated August ~~agreement~~25, 2021 (the “Warrant Agreement”), ~~pursuant~~Color toUp ~~which~~has itthe ~~issued~~right to ~~Color Up warrants to~~ purchase up to 1,702,128 shares of ~~Common~~common ~~Stock~~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~~common ~~Stock~~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~~listing of the ~~Common~~common ~~Stock~~stock on the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange. The Common Stock Warrants will expire ~~five~~on August ~~years~~25, ~~after the date of the Warrant Agreement~~2026.

The ~~Company~~Common ~~assesses~~Stock Warrants ~~its~~are ~~warrants~~classified 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 ondate ~~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 September 30, 2022, all outstanding warrants issued by the Company were classified as equity.

Tender Offer

On October 5, 2021, Color Up 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 on November 5, 2021, and a total of 878,082 Shares were validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”), and Color Up accepted for purchase all such Tendered Shares. Color Up initiated payment of an aggregate of approximately $10.3 million to the Company stockholders participating in the Offer.

Effective November 8, 2021, Color Up executed a subscription agreement with the Company pursuant to which Color Up acquired the remaining 22,424 Shares not purchased through the Offer at $11.75 per share.

- 14 -

Table of Contents

Securities Purchase Agreement

On November 2, 2021, the Company, entered into a securities purchase agreement (the “ Securities Purchase Agreement”) by and among the Company, the Operating Partnership, and HS3, pursuant to which 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 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 Securities Purchase Agreement for working capital purposes, including expenses related to the Securities 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 Securities Purchase Agreement.

Convertible Noncontrolling Interests

As of ~~September~~March 3031, ~~2022~~2023, the Operating Partnership had approximately 17.0 million OP Units outstanding, excluding any equity incentive units granted. Under the terms of the Third Amended and Restated Limited Partnership Agreement, OP Unit holders may elect to exchange certain OP Units for shares of the Company’s Common Stock upon completion of a liquidity event. The OP Units outstanding as of ~~September~~March 3031, ~~2022~~2023 are classified as noncontrolling interests within permanent equity on our ~~consolidated~~Consolidated ~~balance~~Balance ~~sheets~~Sheet. ~~There were no outstanding convertible OP Units as of September 30, 2022.~~

Dividend Reinvestment Plan

The Company has a Dividend Reinvestment Plan (“DRIP”) which allows its stockholders to invest distributions in additional shares of our ~~Common~~common ~~Stock~~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~~common ~~Stock~~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.

Share Repurchase Program

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~~can be 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 stockholder’s death.

~~- 15~~Note - H — Equity Compensation

On February 28, 2023, Mr. Chavez and Ms. Hogue were granted 81,301 and 50,813 LTIP Units, respectively, in lieu of their 2022 target annual bonus. Of these awards granted to Mr. Chavez and Ms. Hogue, 13,550 and 10,163 LTIP Units vested immediately, with the remaining scheduled to vest over a three year period. The grant date fair value was determined to be $13.48 per unit for each of the LTIP Units awarded. Additionally, the non-management members of the Board of Directors were granted 26,082 LTIP Units in lieu of their 2022 compensation. The Director’s LTIP Units will vest over a three year period, with the exception of immediate vesting for LTIP Units granted to Shawn Nelson, a former director that retired from the Board effective December 31, 2022. The grant date fair value was determined to be $14.76 per unit for each of the LTIP Units awarded to the non-management members of the Board.

For the three months ended March 31, 2023, the Company recognized $1.4 million in non-cash amortization of equity awards. No amortization expense was recognized for the three months ended March 31, 2022. As of March 31, 2023 there was $20.3 million of unrecognized non-cash amortization, including $15.7 million for LTIP Units and Performance LTIP Units (“PUs”) granted in 2022 which vest upon the achievement of a Liquidity Event (as defined in the respective LTIP agreements) and/or certain performance measures, which are considered not probable.

- 12 -

Table of Contents

~~Note~~The Hfollowing table sets forth a roll forward of all incentive equity awards for the three —months ~~Stock-Based~~ended March ~~Compensation~~31, 2023:

On May 27, 2022, the Operating Partnership issued long-term incentive equity awards in the form of Director LTIP units of the Operating Partnership (“Director LTIP Units”) to the Company's five independent directors in consideration for their accrued but unpaid director compensation fees. The Director 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 Director LTIP Units, the associated compensation was anticipated to be paid in cash, and as such, the expense was accrued as a liability in the consolidated balance sheets. Upon vesting, the Director LTIP Units are redeemable in cash or shares, at the option of the holder. As a result, the Director LTIP Units are classified as a liability within accounts payable and accrued expenses in the consolidated balance sheet as of September 30, 2022.

	*As of March 31, 2023*
	Number of Incentive Equity Awards			Weighted Avg Grant FV Per Share
Unvested - January 1, 2023		1,782,027		$	12.65
Granted		158,196			(13.69	)
Vested		(29,562	)		13.76
Forfeited		—			—
Unvested - March 31, 2023		1,910,661		$	12.72

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. The grant date fair value of PUs with market conditions was estimated at $8.95 per unit using a Monte Carlo simulation for the future stock prices of the Company and its corresponding peer group. 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 September 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 OP Units issued. Each unvested PU is entitled to receive 10% of the distributions payable on OP Units. The amortization of compensation costs for the awards of PUs are included in general and administrative expenses in the consolidated statements of operations and amounted to $0.4 million and $1.5 million for the three and nine months ended September 30, 2022, respectively. The remaining unrecognized compensation cost of approximately $5.3 million for PUs with market conditions is expected to be recognized over the remaining derived service period of 15 months as of September 30, 2022.

On August 23, 2022, the Board granted 272,341 LTIP Units of the Operating Partnership to Mr. Chavez and Ms. Hogue, subject to the vesting and other terms and conditions set forth in the applicable LTIP agreement entered into by each of Mr. Chavez and Ms. Hogue, in lieu of full satisfaction of the Company’s obligation to issue to Mr. Chavez and Ms. Hogue restricted shares of Common Stock under their respective employment agreements with the Company (the “Executive LTIP Units”). The Executive LTIP Units will vest in full only upon the occurrence of a Liquidity Event (as defined in Mr. Chavez and Ms. Hogue’s respective employment agreements) prior to August 25, 2024, provided that the executive remains continuously employed with the Company, the Operating Partnership or an affiliate on the date of the Liquidity Event, unless the executive is terminated without Cause or resigns for Good Reason (as defined in their respective employment agreements) within 180 days of a Liquidity Event, in which case the LTIP Units will vest in full upon such Liquidity Event. The grant date fair value of these Executive LTIP Units was $16.40 per unit. These Executive LTIP Units were deemed not probable of achievement as of September 30, 2022, and as such, no compensation expense was recognized for the three and nine months ended September 30, 2022.

- 16 -

Table of Contents

The following table sets forth a roll forward of all incentive equity awards for the nine months ended September 30, 2022:

	As of September 30, 2022
	Number of Incentive Equity Awards		Weighted Avg Grant FV Per Share
Balance - January 1, 2022		—	$	—
Granted		1,782,027		12.87
Vested		—		—
Forfeited		—		—
Total unvested units		1,782,027	$	12.87

Note I - Earnings Per Share

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 three ~~and nine~~ months ended ~~September 30~~March 31, 2023 and 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 three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023. The Company did not have any additional dilutive shares resulting in basic loss per share equaling dilutive loss per share for the ~~nine~~ three months ended ~~September~~March 3031, ~~2021~~ 2022.

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 nine~~ months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022 (dollars in thousands):

	For the three months ended						~~For the nine months ended~~
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
	March 31, 2023			March 31, 2022
Numerator:
Net loss attributable to MIC	$	(2,~~901~~298	)	$	(32,~~777~~186	)	$	~~(7,893~~	)	$	~~(11,750~~	)
Net loss attributable to participating securities		—			—			—			—
Net loss attributable to MIC common stock	$	(2,~~901~~298	)	$	(32,~~777~~186	)	$	~~(7,893~~	)	$	~~(11,750~~	)
Denominator:
Basic and dilutive weighted average shares of Common Stock outstanding		7,762,375			7,~~739~~762,~~951~~375			~~7,762,375~~			~~7,737,257~~
Basic and diluted loss per weighted average common share:
Basic and dilutive	$	(0.3730	)	$	(0.4928	)	$	~~(1.02~~	)	$	~~(1.52~~	)

- 17 -

Table of Contents

Note J – Variable Interest Entities

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.

AtMVP ~~the~~St. ~~time~~Louis ofis ~~its~~considered VIE ~~initial~~and ~~investment,~~ the Company ~~concluded~~concludes that ~~MVP~~it ~~St.~~is ~~Louis~~the ~~was~~primary abeneficiary ~~VIE. Further,~~since ~~it was determined that~~ 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~~. As a result~~, ~~the~~which ~~investment~~is incontrolled ~~MVP~~by StMr. ~~Louis was accounted for using the equity method of accounting through August 25, 2021~~Chavez.

In connection with the Closing, the former advisor of the Company, MVP Realty Advisors, LLC (“MVPRA”) transferred ownership of the Manager to Mr. Chavez. This change in structure was deemed a reconsideration event and the Company concluded that it was the primary beneficiary of the MVP St. Louis. As a result, the Company ~~began consolidating~~ consolidates its investment in MVP St. Louis and MVP St. Louis Cardinal Lot Master Tenant, LLC, which had total assets ~~of approximately $12.0 million (substantially all real estate investments) and liabilities of approximately $6.2 million (substantially all mortgage debt)~~ as of ~~August~~ ~~25, 2021. These assets and liabilities were recorded at fair value as of the date of consolidation, and a gain of~~ approximately $011.~~4 million~~9 ~~was recognized in the consolidated statement of operations. MVP St. Louis and MVP St. Louis Cardinal Lot Master Tenant, LLC had total assets of approximately $12.5~~ million (substantially all real estate investments) and liabilities of approximately $6.10 million (substantially all mortgage debt) as of ~~September 30~~March 31, ~~2022~~2023.

- 13 -

Table of Contents

Note K - Income Taxes

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 management income in lieu of lease income from a number of distressed tenants, which 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 continues to be taxed as a C corporation. 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 ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, 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 ~~September 30,~~ December 31, 2022. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. ~~Due~~Despite tosubstantial ~~the~~growth ~~ongoing~~in ~~impact~~property-level tooperations, the Company ofhas ~~the~~continued ~~COVID-19~~to ~~pandemic,~~generate a net loss and as such the Company has determined that it will continue to record a full valuation allowance against its deferred tax assets for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023. 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 ~~consolidated~~Consolidated ~~statements~~Statements of ~~operations~~Operations in the period in which such changes in circumstances occur.

- 18 -

Table of Contents

Note L — Fair Value

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:

Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations whose inputs are observable.

Level 3 – Model-derived valuations with unobservable inputs.

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 (including notes payable and the Revolving Credit Facility) was ~~approximately~~derived using Level 2 inputs and approximate $~~208~~207.76 million and $~~161~~207.24 million as of ~~September~~March 3031, ~~2022~~ 2023 and December 31, ~~2021~~2022, 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~~To estimate fair value the Company may ~~impairs assets~~use ~~that~~internally ~~have operational~~developed ~~impairment~~valuation ~~indicators, management~~models ~~uses an~~or independent third-~~party~~parties. In toeither ~~determine~~case, the fair value ~~primarily~~of ~~using~~real ~~the~~estate may ~~income~~be ~~capitalization approach~~ based on ~~the~~a ~~contracted~~number ~~rent~~of toapproaches beincluding ~~received from~~ the ~~operator or the sales comparison approach. The~~ income capitalization approach, ~~reflects~~sales ~~the~~comparable ~~property’s~~approach ~~income-producing~~or ~~capabilities~~discounted ~~based~~cash onflow ~~the~~approach. Each ~~assumption~~of ~~that~~these ~~value~~approaches isutilized ~~created~~estimates byand ~~the~~assumptions ~~expectation~~regarding ofan ~~benefits~~assets’ ~~to be derived in the~~ future. ~~The~~performance ~~sales~~and ~~comparison~~cash ~~approach~~flows ~~utilizes~~as ~~sales~~well ofas ~~comparable~~market ~~properties~~conditions, ~~adjusted~~capitalization ~~for~~rates ~~differences,~~and todiscount ~~indicate~~rates ~~value.~~which ~~These methods~~ are all considered Level 2 ~~measurements in the hierarchy~~inputs.

Note M— Commitments and Contingencies

Litigation

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~~stockholder class action ~~legal~~lawsuits ~~proceedings~~alleging ~~facing~~direct and derivative claims against the Company, ~~and~~certain of its then-officers, then-directors, the Former Advisor and/or Mr. Shustek ~~prior~~captioned toArthur ~~the~~Magowski ~~completion~~v. ofThe ~~the~~Parking ~~Transaction~~REIT, Inc., et. al, No. 24-C-19003125 (filed on May 31, 2019), Michelle Barene v. The Parking REIT, Inc., et. al, No. 24-C-19003527 (filed on June 27, 2019) and SIPDA Revocable Trust v. The Parking REIT, Inc., et al, Case No. 2:19-cv-00428 (filed on March 12, 2019). 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~~Upon Upthe ~~launched~~expiration of 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~~ - 14 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.-

- 19 -

Table of Contents

The ~~SEC~~Company ~~investigation~~has ~~also~~previously ~~related~~disclosed tothat the ~~conduct~~SEC ofwas ~~the~~conducting ~~Company’s~~an ~~former~~investigation ~~chairman~~relating ~~and~~to ~~chief~~the ~~executive officer, Michael V~~Company. ~~Shustek.~~ On ~~July~~ March 2911, 2021, the SEC ~~filed~~notified ~~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, Mr. Shustek's right to indemnification by the Company ~~for~~that ~~certain~~they ~~claims related to the SEC's investigation shall~~do not ~~exceed~~intend $2to ~~million.~~recommend ~~This~~an ~~liability~~enforcement ~~was~~action ~~recognized~~ by the ~~Company~~Commission ~~upon~~against 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.

The SEC investigation also related to the conduct of the Company’s former chairman and chief executive officer, Mr. Shustek. On ~~August~~ July 2529, 2021, the ~~Company~~SEC ~~also~~filed ~~entered~~a ~~into~~civil anlawsuit ~~Assignment~~against Mr. Shustek and his advisory firm Vestin Mortgage LLC, alleging violations of ~~Claims~~the securities laws (Case 2-21-civ-01416-JCM-BNW, ~~Causes~~U.S. District Court, District of ~~Action~~Nevada). The SEC seeks disgorgement, injunctions, and ~~Proceeds~~bars ~~Agreement~~against Mr. Shustek, orand ~~the~~related ~~Assignment~~penalties. ofPursuant ~~Litigation~~to ~~Agreement~~the Transaction, ~~pursuant~~Mr. Shustek's right to ~~which~~ indemnification by the Company ~~assigned~~for certain claims related to the ~~Former~~SEC's ~~Advisor~~investigation shall ~~certain~~not exceed ~~claims~~$2 million. ~~and~~This ~~claim~~liability ~~proceeds~~was ~~that~~recognized by the Company ~~had~~upon ~~against~~the ~~Ira~~closing S.of ~~Levine,~~the ~~Levine~~Transaction ~~Law~~and ~~Group,~~is ~~Inc.~~included ~~(or~~in ~~any~~indemnification ~~other~~liability ~~name~~on byour ~~which~~Consolidated aBalance ~~firm~~Sheet. ~~including~~Effective ~~Ira~~as ~~Levine~~of ~~was~~the ~~known)~~closing of the Transaction, ~~Edwin~~Mr. ~~Herbert~~Shustek ~~Bentzen~~resigned IVas Chief Executive Officer and ~~Andrew~~director ~~Fenton~~of the Company.

~~Environmental~~On August ~~Matters~~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 the Company assigned to the Former Advisor certain claims and claim proceeds that the Company had against Ira S. Levine, Levine Law Group, Inc. (or any other name by which a firm including Ira Levine was known), Edwin Herbert Bentzen IV and Andrew Fenton. The Settlement Agreement is not related to the Assignment of Litigation Agreement. On April 3, 2023, the parties entered into a settlement agreement and mutual release related to the Ira Levine matter.

~~Investments~~In January 2023, the 43rd District Court of Parker County, Texas entered summary judgment in ~~real~~favor ~~property~~of ~~create~~the plaintiff, John Roy, who alleges he is due a commission relating to a proposed sale of the ~~potential~~Fort ~~for~~Worth ~~environmental~~Taylor ~~liability~~parking onfacility which was never consummated. The Company has filed an appeal. As a result of the ~~part~~court’s summary judgment, in December 2022 we recognized a charge of $0.7 million for the ~~owner~~full orestimated ~~operator~~amount of ~~such~~damages ~~real~~(including ~~property~~legal fees and costs). The If$0.7 ~~hazardous~~million ~~substances~~was ~~are~~recognized ~~discovered~~within organizational, offering and other costs in our Consolidated Statements of Operations and indemnification liability on orour ~~emanating~~Consolidated ~~from~~Balance aSheets. ~~property,~~During the ~~owner~~first orquarter ~~operator~~of 2023, and as part of the ~~property may~~appeals beprocess, ~~held~~the ~~strictly~~Company ~~liable~~posted cash collateral of $0.7 million for ~~all~~an ~~costs~~appeals ~~and~~bond, ~~liabilities~~which ~~relating~~is toreflected ~~such~~in ~~hazardous~~Cash ~~substances~~- Restricted on our Consolidated Balance Sheets.

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 September 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.

Note N — Related Party Transactions and Arrangements

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 five and four years, respectively. Both assets were acquired in 2021 with their management agreements in place ~~and at the same terms under which they were operating prior to the Transaction~~. As of ~~December~~ March 31, ~~2021, the Company recorded a balance of approximately $0.1 million from Park Place Parking~~2023 ~~which~~and ~~is included in accounts receivable, net on the consolidated balance sheets. As of September 30,~~ 2022, the Company recorded a balance of approximately $0.21 million from Park Place Parking which is included in accounts receivable, net on the ~~consolidated~~Consolidated ~~balance~~Balance ~~sheets~~Sheets and has been paid subsequent to ~~September~~March 30 31, 2023 within terms of the lease agreement.

~~- 20~~In - connection with the Company's recapitalization transaction in August 2021, the Company owes approximately $469,231 to certain member entities of Color Up relating to prorated revenues for the month of August 2021 of the three properties contributed by Color Up. The accrual is reflected within due to related parties on the Consolidated Balance Sheets.

~~Table~~Additionally, in connection with the Company's recapitalization transaction in August 2021, the Company was due approximately $156,000 from Color Up as consideration for OP Units then issued which was reflected within due from related parties on the Consolidated Balance Sheet as of December ~~Contents~~ 31, 2022. The Company received all amounts due in March 2023.

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.

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 nine months ended September 30, 2022, the Company incurred costs of approximately $2.2 million and $4.7 million, respectively, pursuant to this agreement. Such amounts are included on organizational, offering and other 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 in Cincinnati, Ohio for 120 months. ProKids will invest in the tenant improvements in this space and ultimately use it as their headquarters location. ProKids will have no rent due to the Company throughout the lease term, other than a rental fee on parking spaces used by the ProKids staff and visitors. As of September 30, 2022, ProKids does not owe the Company rental income related to the lease agreement.

The Company has agreed to pay for certain tax return preparation services of Color Up and certain member entities of Color Up. The Company has incurred $64,745 related to these services which is reflected in general and administrative expenses in the consolidated statements of income for the three and nine months ended September 30, 2022. Total fees are estimated to be approximately $130,000.

In connection with the Transaction, the Company owes approximately $469,231 to certain member entities of Color Up relating to prorated revenues for the month of August 2021 of the three properties contributed by Color Up. The accrual was established in the fourth quarter of 2021 and is reflected within accounts payable and accrued expenses on the Consolidated Balance Sheets. These amounts are anticipated to be settled in the fourth quarter of 2022.

License Agreement

On August 25, 2021, the Company entered into a Software License and Development Agreement, orwith ~~the~~an ~~License~~affiliate ~~Agreement~~of Bombe Asset Management, ~~with~~Ltd., an affiliate of ~~Bombe~~the Company’s CEO and CFO, 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.

Tax Matters Agreement

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.

- 2115 -

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a financial review and analysis of the Company’s financial condition and results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022. This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and the notes thereto and Management's Discussion and Analysis of Financial Conditions and Results of Operations in the Company’s annual report on Form 10-K for the year ended December 31, ~~2021~~2022. As used herein, the terms “we,” “our” and “us” refer to Mobile Infrastructure Corporation, and, as required by context, Mobile Infra Operating Partnership, L.P., formerly known as MVP REIT II Operating Partnership, LP, which the Company refers to as the “Operating Partnership,” and to their subsidiaries.

Forward-Looking Statements

Certain statements included in this quarterly report on Form 10-Q (this “Quarterly Report”) that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are forward-looking statements. Forward-looking statements are typically identified by the use of terms such as “may,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology.

The forward-looking statements included herein are based upon the Company’s current expectations, plans, estimates, assumptions and beliefs, which involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, the actual results and performance could differ materially from those set forth in the forward-looking statements. Factors which could have a material adverse effect on operations and future prospects include, but are not limited to:

	●	the fact that the Company has limited history, as the Company was formed in 2015;
	●	the ability of Mobile Infrastructure Trust, a Maryland real estate investment trust (“MIT”), to consummate the initial public offering (the “MIT IPO”) of its common shares of beneficial interest, $0.0001 par value per share and the Company’s ~~and MIT’s~~ ability to ~~consummate~~complete ~~the merger~~ and ~~the~~realize ~~transactions contemplated by~~ the ~~Amended~~expected ~~and~~benefits ~~Restated Agreement and Plan~~ of ~~Merger,~~a ~~dated~~liquidity ~~as of September 26~~event, ~~2022~~including (the ~~“Merger~~consummation ~~Agreement”),~~of ~~by and between~~ the ~~Company~~proposed ~~and~~merger ~~MIT~~with ~~(the~~Fifth ~~“Merger”)~~Wall ~~and~~Acquisition ~~realize~~Corporation ~~the anticipated benefits of the MIT IPO and the Merger~~III;

● the Company’'s ability to ~~complete~~achieve apositive ~~liquidity~~future ~~event~~financial and operating performance after the proposed merger with Fifth Wall Acquisition Corporation III;

●

the Company’s ability to generate sufficient cash flows to pay distributions to the Company’s stockholders;

●

the impact on our business and those of our tenants from epidemics, pandemics or outbreaks of an illness, disease or virus (including COVID-19), including lockdowns and similar mandates;

●

the fact that the Company has experienced net losses since inception and may continue to experience additional losses;

●

changes in economic conditions generally and the real estate and debt markets specifically, including economic trends impacting parking facilities;

●

risks inherent in the real estate business, including tenant defaults, potential liability relating to environmental matters and the lack of liquidity of real estate investments;

●

competitive factors that may limit the Company’s ability to make investments or attract and retain tenants;

●

the ability of leases under our New Lease Structure (as defined below) to provide increases in same property rental revenue as compared to our prior leases;

●

the Company’s ability to attain its investment strategy or increase the value of its portfolio;

●

the loss of key personnel could have a material adverse effect upon the Company's ability to conduct and manage the Company’s business;

●

the performance of properties the Company has acquired or may acquire or loans the Company has made or may make that are secured by real property;

●

the Company’s ability to successfully integrate pending acquisitions and transactions and implement an operating strategy;

●

potential damage and costs arising from natural disasters, terrorism and other extraordinary events, including extraordinary events affecting parking facilities included in the Company’s portfolio;

●

the Company’s ability to act on its pipeline of acquisitions;

- 22 -

Table of Contents

●

the availability of capital and debt financing generally, and any failure to obtain debt financing at favorable terms or a failure to satisfy the conditions, covenants and requirements of that debt;

●

changes in interest rates;

●

the Company’s ability to negotiate amendments or extensions to existing debt agreements;

●

the Company’s loss of REIT status and ability to remediate its loss of REIT status under U.S. federal income tax law;

●

potential adverse impacts from changes to the U.S. tax laws; and

●

changes to generally accepted accounting principles in the United States, or GAAP.

Any of the assumptions underlying the forward-looking statements included herein could be inaccurate, and undue reliance should not be placed upon any forward-looking statements included herein. All forward-looking statements are made as of the date of this Quarterly Report, and the risk that actual results will differ materially from the expectations expressed herein will increase with the passage of time. Except as otherwise required by the federal securities laws, the Company undertakes no obligation to publicly update or revise any forward looking statements made after the date of this Quarterly Report, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward looking statements included in this Quarterly Report, the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Quarterly Report will be achieved.

- 16 -

Table of Contents

Overview

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.

As of March ~~September 30~~31, ~~2022~~2023, the Company owned 4443 parking facilities in 2221 separate markets throughout the United States, with a total of 15,~~750~~676 parking spaces and approximately 5.4 million square feet. The ~~As of September 30, 2022, the~~ Company also ~~owned~~ owns approximately 0.2 million square feet of retail/commercial space adjacent to its parking facilities.

~~Management~~Merger of the Company has been focused on the undertaking of four strategic objectives to reposition the Company for its next phase of growth and a potential liquidity event. The Company converted all management contracts back to leases under the New Lease Structure effective as of January 1, 2022, so that the Company once again has qualifying income from a REIT-test perspective beginning in 2022. The second objective was to focus on the balance sheet and the Company’s upcoming debt maturities. During the first quarter, the Company extended maturities and refinanced 2022 maturities with aFifth ~~revolving~~Wall ~~credit~~Acquisition ~~facility from KeyBank, which greatly improved the cost of interest on that debt~~Corp. Management’s third objective was to focus heavily on the performance of each asset, working with the operators to create a business plan for each asset to improve cash flow and rental income to the Company. Those business plans were finalized in the first quarter of 2022 and are currently being implemented with our tenant-operators. The Company anticipates that asset-level performance will continue to improve through 2022. Finally, management continues to focus on the fourth objective which is the remediation of REIT status for the Company and evaluating options for a potential liquidity event, including a potential listing on a national securities exchange.III

On ~~September~~December 2613, 2022, the Company and ~~MIT~~Fifth Wall Acquisition Corp. III (“FWAC”), a special purpose acquisition company sponsored by Fifth Wall Acquisition Sponsor III LLC ("Fifth Wall"), entered into ~~the~~a ~~Merger~~definitive ~~Agreement~~merger agreement, which ~~amended~~was ~~and~~subsequently ~~restated~~amended by the First Amendment to Agreement and Plan of Merger, dated asMarch of23, ~~May~~2023 ~~27,~~(the ~~2022,~~“Merger ~~pursuant~~Agreement”). toUpon ~~which,~~closing atof the ~~effective~~merger ~~time,~~ (the ~~Company~~“Merger”), FWAC will ~~merge~~be ~~with~~the ~~and~~surviving ~~into~~entity ~~MIT,~~and ~~with~~will ~~MIT~~be ~~continuing~~renamed as“Mobile ~~the~~Infrastructure ~~surviving~~Corporation”. The ~~entity~~combined ~~resulting~~company ~~from~~following the Merger. ~~See~~(“New ~~Note~~MIC”) Aexpects -to ~~Organization~~be ~~and~~publicly ~~Business~~traded ~~Operations~~on ~~in Part~~the I,New ~~Item~~York 1Stock ~~- Notes~~Exchange tounder the ~~Consolidated~~ticker ~~Financial~~“BEEP.” ~~Statements~~Following ofthe ~~this~~steps ~~Quarterly~~of ~~Report~~the ~~for~~Merger ~~further~~as ~~information~~provided ~~regarding~~ in the Merger. Agreement:

-● 23each then issued and outstanding Class A Share of FWAC will convert, on a one- for-one basis, into one share of New MIC common stock;

~~Table~~● each then issued and outstanding share of ~~Contents~~ the Company’s common stock will convert, on a one-to-1.5 basis, into one share of New MIC common stock;

●

Additionally, in connection with the execution of the Merger Agreement, FWAC entered into subscription agreements with an initial PIPE investor (the “Initial PIPE Investor”), pursuant to which the Initial PIPE Investor agreed to purchase from New MIC, prior to or substantially concurrently with the closing of the Merger, $10 million of common stock, par value $0.0001 per share, of New MIC (the “New MIC Common Stock”) at $10.00 per 1.2 shares. The Initial PIPE Investor is controlled by Jeffrey Osher, a member of the Company’s Board of Directors and a control person of HS3.

The Merger Agreement also contemplates other PIPE investments through the entry into one or more additional subscription agreements with one or more investors to purchase Class A Shares of FWAC, New MIC Common Stock, New MIC preferred stock or convertible notes of New MIC.

Pursuant to the Merger, the Operating Partnership will convert from a Maryland limited partnership to a Delaware limited liability company (the “Operating Company”). As a limited liability company, the Operating Company will continue to be treated as a partnership and a disregarded entity for tax and accounting purposes. Following the conversion, the Company will be a member of the Operating Company and the Operating Company will be managed by a board consisting of board members, one appointed by the Company and one appointed by the other members of the Operating Company.

During the three months ended March 31, 2023 and the year ended December 31, 2022, the Company incurred costs of approximately $1.9 million and $2.1 million, respectively, associated with the Merger. These costs are being accounted for as deferred offering costs in accordance with FASB ASC Topic 340, Other Assets and Deferred Costs and are reflected within deferred offering costs on our Consolidated Balance Sheets.

Objectives

~~The~~Over ~~Company closed on~~ the ~~Transaction~~next ~~(as~~twelve ~~defined in Part I~~months, ~~Item 1 – Notes to the Consolidated Financial Statements Note A — Organization and Business Operations) on August 25, 2021, which resulted in a new~~ management ~~team.~~of ~~Over~~ the ~~next~~Company ~~twelve months management~~ will be focused predominantly on the following strategic objectives:

• ~~Continuing~~Completing tothe ~~identify~~Merger ~~paths~~with ~~for~~FWAC ~~remediation~~and attracting a number of ~~REIT~~PIPE ~~status~~investors in order to provide the Company scale and capacity for growth; • Working with ~~the~~ third-party operators to optimize the performance of the Company'’s parking facilities and other assets to move towards cash flow positivity; • Reducing corporate overhead to move the Company towards profitability; ~~and~~ • Pursuing options for refinancing near-term debt maturities; and • Continuing to identify paths for remediation of REIT status.

~~The~~Management of the Company’s ~~strategic~~has ~~plan~~continued ~~includes~~to ~~pursuing~~work ~~acquisitions~~closely aswith ~~well~~our astenants ato ~~potential~~evaluate ~~liquidity~~capital ~~event~~requirements of the assets, with a view to understanding current and future demand drivers of those assets. The Company has been implementing its proprietary technology which ~~may~~provides ~~include~~real-time ainformation ~~potential~~on ~~listing~~the ~~event~~performance orof ~~other~~assets. ~~alternatives~~Under ~~intended~~the toNew ~~provide~~Lease Structure, the Company ~~scale~~has funded capital expenditures related to upgrades and ~~capacity~~optimization of our parking facilities, including but not limited to ~~grow~~gate ~~beyond~~arm ~~its~~systems, ~~current~~lighting, ~~asset~~and ~~base~~large capital improvements to structure and concrete. We expect to maintain an active dialogue with our tenants for the betterment of the Company’s portfolio.

Since the closing of the Transaction, our new management team has been working closely with our tenants to evaluate capital requirements of the assets, with a view to understanding current and future demand drivers of those assets. The Company has been implementing its proprietary technology which provides real -~~time~~ ~~information~~17 on the performance of assets. Going forward under the New Lease Structure (as defined below), the Company is involved with capital expenditures related to upgrades and optimization of our parking facilities, including but not limited to gate arm systems, lighting, and large capital improvements to structure and concrete. We expect to maintain an active dialogue with our tenants for the betterment of the Company’s portfolio.-

Table of Contents

Investment Strategy & Criteria

~~Because~~The ofCompany’s ~~our new~~ management team’s has a long experience in the parking industry, the Company often receives off-market calls for parking facilities that are not yet being marketed for sale, as well as have early notices on properties just getting ready to be marketed. As such, the Company has a pipeline of acquisitions that is both bespoke and actionable, that the Company believes are off-market and largely unavailable to our competitors. The Company intends to continue to consolidate the industry through acquisitions, partnering with both owners and ~~operator~~ tenants, to create a meaningful pipeline and scale.

The Company’s 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. The Company has historically focused primarily on investing in income-producing parking lots and garages with air rights in MSAs. In expanding the Company’s portfolio, the Company 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:

	•	Commerce
	•	Events and venues
	•	Government and institutions
	•	Hospitality
	•	Multifamily central business districts

The Company generally targets 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 the Company’s parking facilities as they serve multiple key demand drivers.

AsThe aCompany works closely ~~result~~with ofour current tenants to understand the ~~COVID-19~~return ~~pandemic~~to each individual market, ~~such~~both as the Company considers the key demand drivers ~~have~~of ~~been~~the ~~and~~Company’s ~~are~~current ~~expected~~assets, toas bewell ~~diminished~~as ~~for~~new anassets ~~indeterminate~~that ~~period~~the ofCompany ~~time~~may ~~with~~consider anacquiring ~~uneven~~as ~~return~~part of ~~the~~our ~~office~~investment ~~workforce~~strategy. ~~for~~The ~~downtown~~Company’s ~~cores~~deep ~~across~~relationships with key tenants help facilitate collaboration with respect to our ~~properties~~portfolio.

The Company is focused on acquiring properties that are expected to generate cash flow, located in populated MSAs and expected to produce income within 12 months of the properties’ acquisition. The Company intends to acquire under-managed 24parking facilities and collaborate with its 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.

Table of Contents

The Company works closely with our current tenants to understand the return to each individual market, both as the Company considers the key demand drivers of the Company’s current assets, as well as new assets that the Company may consider acquiring as part of our investment strategy. The Company's deep relationships with key tenants help facilitate collaboration with respect to our portfolio.

The Company is 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. The Company intends to acquire under-managed parking facilities and collaborate with its 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, the Company would expect the foregoing criteria to serve as guidelines; however, management and the Company’s Board of Directors may vary from these guidelines to acquire properties which they believe represent value or growth opportunities.

The Company’s ~~investments~~cannot ~~are~~assure ~~subject~~you tothat ~~various~~the ~~federal,~~Company will ~~state,~~attain ~~local~~investment ~~and~~objectives ~~foreign~~or ~~laws,~~that ~~ordinances~~the ~~and~~value ~~regulations,~~of ~~including,~~the ~~among~~Company’s ~~other~~assets ~~things,~~will ~~zoning~~not ~~regulations, land use controls, environmental controls relating to air and water quality, noise pollution and indirect environmental impacts such as increased motor vehicle activity~~decrease. The Company’s Board ~~has~~of ~~obtained~~Directors orutilizes ~~intends~~the investment policies to ~~obtain~~ensure ~~all~~investment ~~permits~~decisions ~~and~~are ~~approvals~~in ~~necessary~~the ~~under~~best ~~current~~interests ~~law~~of tothe ~~operate~~Company’s ~~its investments~~stockholders.

The Company cannot assure you that the Company will attain investment objectives or that the value of the Company’s assets will not decrease. The Company’s Board of Directors reviews the Company’s investment policies at least annually to determine whether the Company's investment policies continue to be in the best interests of the Company’s stockholders.

See Note A - Organization and Business Operations in Part I, Item 1 - Notes to the Consolidated Financial Statements of this Quarterly Report for information on the Company's recapitalization.

Trends and Other Factors Affecting Our Business

Various trends and other factors affect or have affected the Company's operating results, including:

The COVID-19 Pandemic

The ~~ongoing~~ COVID-19 pandemic has significantly adversely impacted global economic activity, contributing to significant volatility. The return to normalized movement is relatively uneven among markets and industries, which has impacted the performance of our assets, as many of the Company’s 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 ~~governments and other authorities~~ have ~~been~~now ~~increasingly~~lifted ~~lifting~~ or ~~modifying~~modified ~~some~~ most of these measures, which ~~will~~should continue to encourage greater movement around and between cities. Should public health restrictions be reinstated due to COVID-19 or any future pandemic, the Company’s rental revenue may continue to be adversely affected ~~by other pandemics~~ 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 the Company’s parking facilities are situated to other locations. In particular, a majority of the Company’s 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.

~~The COVID~~ -19 ~~pandemic~~18 has had, and may continue to have, a material adverse effect on the Company’s business, financial condition, results of operations, cash flows, liquidity and ability to satisfy debt service obligations, and its duration and ultimate lasting impact is unknown. The Company’s business, financial condition, results of operations, cash flows, liquidity and ability to satisfy 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.~~

- 25 -

Table of Contents

The ~~Company’s 2020 and 2021 annual financial results were more severely impacted by the~~ COVID-19 pandemic inhas ~~comparison with the financial results during the first nine months of 2022. In response to the COVID-19 pandemic~~had, ~~the Company entered into certain lease amendments~~ and ~~new~~may ~~lease~~continue ~~agreements~~to ~~with tenants and operators during 2020. Under these lease amendments and agreements~~have, ~~the~~a ~~tenants~~material ~~operated parking~~adverse ~~facilities~~effect on the Company’s business, ~~behalf~~financial ~~and~~condition, ~~paid~~results ~~their~~of ~~operating~~operations, ~~expenses~~cash ~~from~~flows, ~~gross~~liquidity ~~parking revenue~~ and ~~was~~ability ~~required~~ to ~~remit~~satisfy andebt ~~agreed~~service ~~upon~~obligations, ~~percentage~~and ofits ~~the~~duration ~~remainder~~and toultimate ~~the~~lasting ~~Company instead~~impact ofis ~~base rent payments~~unknown. ~~Revenues~~The ~~from~~Company’s business, ~~these~~financial ~~properties were recorded as management income~~condition, ~~which~~results ~~did not constitute qualifying REIT income for purposes~~ of ~~the annual REIT gross income tests~~operations, ~~and,~~cash ~~as a result~~flows, ~~the~~liquidity ~~Company was~~and ~~not~~ability into ~~compliance with the annual REIT income tests for its taxable year ended December 31, 2020. Accordingly, the Company~~satisfy ~~did~~debt ~~not~~service ~~qualify~~obligations asmay acontinue ~~REIT~~to inbe ~~2020~~negatively ~~and~~impacted ~~has been taxed~~ as a Cresult ~~corporation~~of ~~beginning~~the ~~with~~COVID-19 ~~its~~pandemic ~~taxable year ended December 31, 2020. The Company converted these lease amendments~~ and ~~new~~may ~~lease~~remain ~~agreements~~at todepressed ~~the New~~levels ~~Lease~~compared ~~Structure as defined below and does not expect~~ to ~~recognize~~pre-COVID-19 ~~any~~pandemic ~~management~~levels ~~income~~for ~~from~~an ~~the New~~extended ~~Lease Structure described below going forward~~period.

~~Fuel~~Results ~~Prices~~of Operations for the three months ended March 31, 2023, compared to the three months ended March 31, 2022 (dollars in thousands):

Increased fuel prices may adversely affect the Company’s 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 the Company’s parking garages. Increases in fuel costs also can lead to other non-recoverable, direct expense increases to the Company through, for example, increased costs of energy. Increases in energy costs for the Company’s tenants are typically recovered from lessees, although the Company’s 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 the Company’s existing assets or tenants' ongoing development projects.

	For the Three Months Ended March 31,
	2023		2022		$ Change			% Change
Revenues
Base rental income	$	2,080	$	1,931	$	149			7.7	%
Management income		—		427		(427	)		(100.0	)%
Percentage rental income		5,023		4,456		567			12.7	%
Total revenues	$	7,103	$	6,814	$	289			4.2	%

The Company’s 2020 and 2021 annual financial results and the financial results for the nine months ended September 30, 2022 were not impacted by the recent increase in fuel prices in the United States. The Company 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, the Company’s results of operations and balance sheets may not be indicative of future operating results or of its future financial condition.

Results of Operations for the three months ended September 30, 2022, compared to the three months ended September 30, 2021 (dollars in thousands):

	For the Three Months Ended September 30,
	2022		2021		$ Change			% Change
Revenues
Base rental income	$	2,173	$	3,285	$	(1,112	)		(33.9	)%
Management income		—		1,290		(1,290	)		(100.0	)%
Percentage rental income		6,245		1,203		5,042			419.1	%
Total revenues	$	8,418	$	5,778	$	2,640			45.7	%

Base rental income

The ~~decrease~~increase in base rental income for the three ~~months~~ months ended ~~September 30~~March 31, ~~2022~~ 2023 compared to the same period in ~~2021~~ 2022 is due toprimarily ~~(1) a $1.3 million decrease in rental income from our same store properties as a result of restructuring most of our leases and management contracts~~ to ~~a new lease structure which require tenants to pay a lower base rent (typically $500-$1,000 per month) (~~the ~~"New~~acquisition ~~Lease~~of ~~Structure"),~~one ~~partially~~parking ~~offset~~asset ~~by (2) a $0.3 million increase~~ in ~~base~~Oklahoma ~~rental~~City ~~income 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 ~~(3)~~an ~~a $0.2 million~~ increase ~~for base rental income recognized through a consolidated VIE entity that prior to August 25, 2021 was accounted for under the equity method~~ of tenant ~~accounting~~reimbursements. ~~The Company defines same store properties as those that were owned and consolidated for the full period in both comparison periods.~~

Management income

The ~~$1.3 million decrease in~~ management income for the three months ended ~~September 30~~March 31, 2022 ~~compared~~is attributable to ~~the~~operator ~~same~~collections ~~period~~for ina ~~2021~~management isagreement ~~due~~that towas ~~the~~converted ~~restructuring~~into ~~of management contracts to~~ the New Lease Structure~~. Management~~ ~~income~~at ~~for~~the ~~2021~~beginning ~~reflects income from 14 management contracts that existed as~~ of ~~September 30, 2021. As of September 30,~~ 2022~~, there are no management contracts in effect~~.

- 26 -

Table of Contents

Percentage rental income

The $5.0.6 million increase in percentage rent income is due primarily to (1) a $20.62 million increase ~~from~~related ~~our~~to one ~~same~~property ~~store~~acquired ~~properties~~during ~~as a result of an increase in~~ the ~~demand~~second ~~for~~quarter ~~parking across our portfolio as well as the impact~~ of ~~our~~2022 ~~New Lease Structure whereby we are recognizing a higher percentage of parking revenues generated at our properties,~~ and (2) ademand ~~$2.4~~for ~~million increase~~event ~~related to five~~ parking, ~~facilities~~specifically ~~acquired~~ in ~~the~~markets ~~third~~with ~~and~~sporting ~~fourth~~events, ~~quarters~~theatres, offestivals, ~~2021~~ and ~~one~~other ~~property~~gatherings. ~~acquired~~This ~~during~~demand ~~the~~positively ~~second~~affects ~~quarter~~several of ~~2022.~~our ~~Under~~properties ~~the New Lease Structure~~ in ~~addition to base rent we recognize percentage rent equal to a designated percentage~~Chicago, ~~typically~~Cincinnati ~~ninety~~and ~~percent~~Denver ~~(90%),~~and ofwas partially ~~the~~offset ~~amount~~ by ~~which gross~~ lower revenues atfrom ~~the~~contract ~~property~~parking ~~during~~in ~~any lease year exceed a negotiated base amount~~Detroit.

The demand for event parking has increased during 2022 as a result of Major League Baseball and National Basketball Association producing full seasons with limited, if any, restrictions on capacity at sporting venues compared to the prior year restrictions due to COVID-19. This demand positively affects several our properties in St. Louis, Minneapolis, Houston and Milwaukee. The demand for event parking has also increased in our markets where theatres, festivals, and other gatherings have resumed during 2022.

	For the Three Months Ended March 31,
	2023		2022		$ Change			% Change
Operating expenses
Property taxes	$	1,756	$	1,631	$	125			7.6	%
Property operating expense		518		853		(335	)		(39.3	)%
Interest expense		3,599		2,457		1,143			46.5	%
General and administrative		2,620		1,515		1,104			72.9	%
Professional fees		469		574		(105	)		(18.4	)%
Organizational, offering and other costs		33		893		(860	)		(96.3	)%
Depreciation and amortization expenses		2,126		2,010		116			5.8	%
Total operating expenses	$	11,121	$	9,933	$	1,188			12.0	%

Additionally, the demand for hotel parking has increased in key markets such as Chicago, Detroit, Denver and Cincinnati, driven by the corresponding increase in events, vacation, and business travel during 2022.

	For the Three Months Ended September 30,
	2022		2021		$ Change		% Change
Operating expenses
Property taxes	$	1,912	$	1,119	$	793		70.9	%
Property operating expense		501		338		163		48.2	%
General and administrative		2,455		1,805		650		36.0	%
Professional fees		525		413		112		27.1	%
Organizational, offering and other costs		2,168		—		2,168		100.0	%
Depreciation and amortization expenses		2,137		1,437		700		48.7	%
Total operating expenses	$	9,698	$	5,112	$	4,586		89.7	%

Property taxes

The $0.8 1 million increase in property taxes during the three months ended ~~September 30~~March 31, ~~2022~~ 2023 compared to ~~September 30~~March 31, ~~2021~~2022 is attributable primarily to ~~(1) approximately~~changes ~~$0.7~~in ~~million~~estimated ~~related~~property totax ~~new~~assessments ~~acquisitions,~~recognized ~~including~~in the ~~five properties~~first ~~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 the Company as it is solely responsible for the property tax payments under the New Lease Structure~~.

~~Property~~ - ~~operating~~19 ~~expense~~-

The $0.2 million increase in property operating expense during the three months ended September 30, 2022 compared to September 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.

General and administrative

The $0.7 million increase in general and administrative expenses during the three months ended September 30, 2022 compared to September 30, 2021 is primarily attributable to non-cash compensation cost for performance units granted on May 27, 2022 of approximately $1.1 million which was partially offset by a decrease in corporate directors and officers insurance of approximately $0.4 million.

- 27 -

Table of Contents

Professional fees

Professional fees increased by approximately $0.1 million during the three months ended September 30, 2022 compared to September 30, 2021. The increase was primarily due to insurance proceeds received in 2021 to reimburse the Company for legal fees for claims made against the director and officer insurance policy, partially offset by a decrease in legal fees of approximately $0.5 million.

Organizational, offering and other costs

During the three months ended September 30, 2022, the Company incurred approximately $2.2 million in organizational and offering costs in connection with the Merger and other transactions primarily attributable to legal and accounting fees.

Depreciation and amortization expenses

The $0.7 million increase in depreciation and amortization expenses during the three months ended September 30, 2022 compared to September 30, 2021 is due to the five properties acquired during the third and fourth quarters of 2021, the one property acquired during the second quarter of 2022, and the $4.0 million of technology acquired as a result of the Transaction.

	For the Three Months Ended September 30,
	2022			2021			$ Change			% Change
Other income (expense)
Interest expense	$	(3,387	)	$	(2,487	)	$	(900	)		36.2	%
Loss on sale of real estate		(52	)		—			(52	)		100.0	%
Settlement of deferred management internalization		—			10,040			(10,040	)		(100.0	)%
Transaction expenses		—			(12,224	)		12,224			(100.0	)%
Gain on consolidation of DST		—			360			(360	)		(100.0	)%
Other income		123			5			118			2369.2	%
Total other expense	$	(3,316	)	$	(4,306	)	$	990			(23.0	)%

Interest expense

The increase in interest expense of approximately $0.9 million during the three months ended September 30, 2022 compared to the same period in the prior year is primarily attributable to (1) $1.5 million of third quarter 2022 interest expense on the Company’s Revolving Credit Facility (which includes $0.5 million of non-cash fee amortization), and (2) interest expense on loans assumed as part of the Transaction, partially offset by the repayment of $56.1 million of mortgage loans during the second quarter of 2022.

Loss on sale of investment in real estate

On September 1, 2022, the Company sold a parking lot located in Canton, Ohio (“Canton Lot”) for $0.7 million, resulting in a loss on sale of real estate of approximately $0.1 million.

Gain on consolidation of DST

The gain on consolidation of DST is the result of consolidating our investment in MVP St. Louis Cardinal Lot, DST, beginning in the third quarter of 2021which was previously accounted for under the equity method of accounting.

- 28 -

Table of Contents

Settlement of deferred management internalization and Transaction expenses

As of the closing of the Transaction, expenses of approximately $12.2 million, including investment banking, legal, lender consent and employee severance costs, 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.

Results of Operations for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021 (dollars in thousands):

	For the Nine Months Ended September 30,
	2022		2021		$ Change			% Change
Revenues
Base rental income	$	6,346	$	9,570	$	(3,224	)		(33.7	)%
Management income		427		2,294		(1,867	)		(81.4	)%
Percentage rental income		15,430		1,443		13,987			969.3	%
Total revenues	$	22,203	$	13,307	$	8,896			66.8	%

Base rental income

The decrease in base rental income for the nine months ended September 30, 2022 compared to the same period in 2021 is due to (1) a $3.9 million decrease in rental income from our same store properties as a result of restructuring most of our leases and management contracts to the New Lease Structure which require tenants to pay a lower base rent (typically $500-$1,000 per month), partially offset by (2) a $0.9 million increase in base rental income 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 (3) a $0.6 million increase for base rental income recognized through a consolidated VIE entity that prior to August 25, 2021 was accounted for under the equity method of accounting.

Management income

The $1.9 million decrease in management income for the nine months ended September 30, 2022 compared to the same period in 2021 is due to the restructuring of management contracts to the New Lease Structure. Management income for 2021 reflects income from 14 management contracts that existed as of September 30, 2021. The management income for 2022 reflects collections from the remaining management contracts which were converted to the New Lease Structure at the beginning of 2022. As of September 30, 2022, there are no management contracts in effect.

Percentage rental income

The $14.0 million increase in percentage rent income is due to (1) a $8.2 million increase from our same store properties as a result of an increase in the demand for parking across our portfolio as well as the impact of our New Lease Structure whereby we are recognizing a higher percentage of parking revenues generated at our properties, and (2) a $5.7 million increase related to five parking facilities acquired in the third and fourth quarters of 2021 and one property acquired during the second quarter of 2022. Under the New Lease Structure in addition to base rent we recognize percentage rent equal to a designated percentage, typically ninety percent (90%), of the amount by which gross revenues at the property during any lease year exceed a negotiated base amount.

- 29 -

Table of Contents

	For the Nine Months Ended September 30,
	2022		2021		$ Change			% Change
Operating expenses
Property taxes	$	5,592	$	3,421	$	2,171			63.5	%
Property operating expense		2,069		894		1,175			131.4	%
General and administrative		5,843		4,665		1,178			25.3	%
Professional fees		2,087		2,243		(156	)		(7.0	)%
Organizational, offering and other costs		4,693		—		4,693			100.0	%
Depreciation and amortization expenses		6,125		3,953		2,172			54.9	%
Total operating expenses	$	26,409	$	15,176	$	11,233			74.0	%

Property taxes

The $2.2 million increase in property taxes during the nine months ended September 30, 2022 compared to September 30, 2021 is attributable primarily to (1) approximately $2.0 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 the Company as it is solely responsible for the property tax payments under the New Lease Structure.

Property operating expense

The $10.~~2 million~~3 ~~increase~~million decrease in property operating expense during the ~~nine~~ three months ended ~~September~~March 3031, ~~2022~~ 2023 compared to ~~September 30~~March 31, ~~2021~~2022 is attributable primarily to ~~increased~~lower ~~insurance,~~ professional services related to engineering surveys ~~and~~, ~~other~~legal ~~operating~~fees, ~~expenses attributable to the five properties acquired during the third~~ and ~~fourth~~insurance ~~quarters of 2021 and one property acquired during the second quarter of 2022~~costs.

Interest expense

The increase in interest expense of approximately $1.1 million during the three months ended March 31, 2023 compared to the same period in the prior year is primarily attributable to (1) $1.6 million of first quarter 2023 interest expense on the Company’s Revolving Credit Facility (which includes $0.2 million of non-cash fee amortization), partially offset by the repayment of $56.1 million of mortgage loans during the second quarter of 2022.

General and administrative

The $1.2 1 million increase in general and administrative expenses during the ~~nine~~ three months ended ~~September~~March 3031, ~~2022~~ 2023 compared to ~~September 30~~March 31, ~~2021~~ 2022 is primarily attributable to ~~an increase in payroll and related expenses of approximately $0.4~~ ~~million,~~ non-cash compensation cost for performance units granted on May 27, 2022 ~~of approximately $1.5 million,~~ and ancertain ~~increase~~executive ~~in travel~~LTIP ~~and~~Units ~~other~~granted ~~office~~on ~~related~~February ~~expenses~~28, 2023 of approximately $0.1 ~~million~~. ~~This~~ 4 million which was partially offset by a decrease in ~~corporate~~payroll ~~directors~~ and ~~officers~~travel ~~insurance~~related ~~of approximately $1~~costs.~~0 million.~~

Professional fees

Professional fees decreased by approximately $0.2 1 million during the ~~nine~~ three months ended ~~September~~March 3031, ~~2022~~ 2023 compared to ~~September 30,~~March ~~2021~~31, ~~primarily~~2022. ~~due~~The todecrease ~~legal~~was ~~fees~~primarily ~~incurred~~attributable into ~~connection~~lower ~~with~~utilization ~~the~~of ~~settlement~~professional ofservices ~~previously~~firms ~~disclosed~~including ~~investigations~~consulting, ~~partially~~advisory ~~offset~~and ~~by insurance proceeds received in 2021 to reimburse the Company for~~ legal ~~fees~~service ~~for claims made against the director and officer insurance policy~~providers.

Organizational, offering and other costs

~~During~~On May 27, 2022, the ~~nine~~Company ~~months~~entered ~~ended~~into ~~September~~an 30Agreement and Plan of Merger (the “MIT Merger Agreement”) by and between the Company and Mobile Infrastructure Trust, ~~2022~~a Maryland real estate investment trust (“MIT”). Pursuant to the terms of the MIT Merger Agreement, the Company ~~incurred~~would ~~approximately~~merge $4with and into MIT, with MIT continuing as the surviving entity resulting from the transaction.7 Prior to and as a condition to the merger with MIT, MIT expected to undertake an initial public offering ~~million~~of its common shares of beneficial interest. Also, in March ~~organizational~~2022, the Company had entered into an agreement with MIT, requiring the Company to be allocated, bear and ~~offering~~(where practicable) pay directly certain costs inand expenses related to the merger with MIT. In connection with the execution of the Merger ~~and~~Agreement ~~other~~with ~~transaction~~FWAC, ~~primarily~~the ~~attributable~~MIT toMerger ~~legal~~Agreement and ~~accounting~~the ~~fees~~cost allocation agreement with MIT were terminated.

-The 30$0.9 - million decrease in organizational, offering and other costs during the three months ended March 31, 2023 compared to March 31, 2022 is due to the termination of the MIT Merger Agreement and other transactions primarily attributable to legal and accounting fees.

Table of Contents

Depreciation and amortization expenses

The $20.2 1 million increase in depreciation and amortization expenses during the ~~nine~~ three months ended ~~September~~March 3031, ~~2022~~ 2023 compared to ~~September 30~~March 31, ~~2021~~ 2022 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 Transaction.~~

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2022			2021			$ Change			% Change
	2023			2022			$ Change			% Change
Other income (expense)
Interest expense	$	(9,094	)	$	(6,783	)	$	(2,311	)		34.1	%
Gain on sale of real estate		660			—			660			100.0	%
Other income		~~153~~15			561			~~148~~(46	)		~~2969~~(75.24	)%
Loss on sale of real estate		(52	)		—			(52	)		100.0	%
Total other expense	$	675		$	61		$	614			1006.8	%
PPP loan forgiveness		328			348			(20	)		(5.7	)%
Settlement of deferred management internalization		—			10,040			(10,040	)		(100.0	)%
Gain on consolidation of DST		—			360			(360	)		(100.0	)%
Transaction expenses		—			(12,224	)		12,224			(100.0	)%
Total other expense	$	(8,665	)	$	(8,254	)	$	(411	)		5.0	%

~~Interest~~Gain ~~expense~~on sale of real estate

~~The~~On ~~increase~~February ~~in interest~~28, ~~expense of approximately $2.3~~2023, ~~million during~~ the ~~nine months~~Company ~~ended~~sold ~~September~~a ~~30,~~parking ~~2022~~lot ~~compared~~located ~~to the same period~~ in ~~the~~Wildwood, ~~prior~~New ~~year~~Jersey isfor ~~primarily attributable to (1)~~ $21.5 million, ofresulting ~~interest~~in ~~expense~~a gain on ~~the~~sale ~~Company’s~~of ~~Revolving~~real ~~Credit~~estate ~~Facility (which includes non-cash fee amortization~~ of approximately $1.0 .7 million),. ~~(2)~~The ~~interest~~Company ~~expense~~received onnet ~~new~~proceeds ~~loans assumed as part~~ of ~~the~~approximately ~~Transaction,~~$0.3 million ~~partially~~after ~~offset by~~ the repayment of ~~$56.1~~the ~~million~~outstanding of mortgage ~~loans~~loan, ~~during~~interest ~~the~~and ~~second~~transaction ~~quarter of 2022~~costs.

~~Loss~~ - on20 ~~sale of investment in real estate~~-

On September 1, 2022, the Company sold the Canton Lot for $0.7 million, resulting in a loss on sale of real estate of approximately $0.1 million.

PPP loan forgiveness

During May 2021, the Company received notification from the U.S. Small Business Administration ("SBA") stating that the first-round paycheck protection program loan was forgiven in full in the amount of $348,000. During April 2022, the Company received notification from the SBA stating that the second-round paycheck protection program loan was forgiven in full in the amount of $328,000. The forgiveness of these loans was recognized in the consolidated statements of operations in the month they were forgiven.

Gain on consolidation of DST

- 31 -

Table of Contents

Settlement of deferred management internalization and Transaction expenses

As of the closing of the Transaction, transaction expenses of approximately $12.2 million, including investment banking, legal, lender consent and employee severance costs, 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.

Liquidity and Capital Resources

Effective March 29, 2022, the Company secured a $75.0 million Revolving Credit Facility with a $75.0 million accordion feature (the “Revolving Credit Facility”) with KeyBanc Capital Markets, as lead arranger, and KeyBank National Association, as administrative agent. During the second quarter of 2022, the Company drew on $73.7 million of the available $75.0 million ~~for~~to pay off the ~~repayment~~outstanding balances of near-term debt maturities as well as fund the acquisition of one parking asset. The $75.0 million accordion feature of the Revolving Credit Facility can be utilized for acquisitions, capital expenditures and other working capital requirements.

The Company’s principal source of funds to meet our operating expenses, pay debt service obligations and make distributions to our stockholders will be ~~rents~~rental income from tenants at the Company’s parking facilities. Although the Company has no present intention to do so, the Company also may sell properties that the Company owns or place mortgages on properties that the Company owns to raise capital.

The Company has ~~no commercial paper outstanding, nor have we~~ not entered into any swaps or hedges.

The Company’s short-term and long-term liquidity needs will consist primarily of funds necessary for payments of indebtedness, acquisitions of assets, ~~development~~capital ~~of properties~~expenditures, and ~~capital~~costs ~~expenditures~~associated with the Merger. Existing ~~development~~capital expenditure activities expected to be completed in the near-term for general deferred maintenance are expected to cost approximately $21.28 million.

Going Concern

The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has incurred net losses since its inception and anticipates net losses for the near future. As of September 30, 2022, the Company was in compliance with all applicable covenants in agreements governing its debt. However, based on the Company’s projected financial performance for the twelve-month period subsequent to the date of the filing of this Quarterly Report on Form 10-Q, the Company currently projects that it will not be in compliance with a financial covenant under the Company’s Revolving Credit Facility, as defined in Note F, Revolving Credit Facility, prior to the maturity date, which would result in an event of default. Such a default would allow the lender under the Revolving Credit Facility to accelerate the maturity of the debt, which carries a balance of $73.7 million as of September 30, 2022, making it due and payable at that time. Further, if our independent auditor includes an explanatory paragraph regarding our ability to continue as a “going concern” in its report on our financial statements for the year ending December 31, 2022, this may accelerate a default under our Revolving Credit Facility to the first quarter of 2023 at the time our financial statements for the year ending December 31, 2022 are filed. The Company does not currently have sufficient cash on hand, liquidity or projected future cash flows to repay these outstanding amounts upon an event of default. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

In response to these conditions, management’s plans include the following:

1. Capitalizing on recent business development initiatives that we anticipate will improve total revenues through increased utilization of our parking assets and in many cases at higher average ticket rates.

2. Management is budgeting reduced overhead costs in 2023 through the reduction or elimination of certain controllable expenses.

3. The Company is pursuing further amendments and/or extensions with respect to the Revolving Credit Facility, including waivers of noncompliance with covenants.

4. The Company is pursuing certain potential capital raise or liquidity events, including the Merger as described above.

However, there can be no assurance that the Company will be successful in completing any of these options. As a result, management’s plans cannot be considered probable and thus does not alleviate substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts of liabilities that might result from the outcome of this uncertainty.

Sources and Uses of Cash

The following table summarizes our cash flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022 (dollars in thousands):

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2022			2021
	2023			2022
Net cash provided by (used in) operating activities	$	2,359		$	(15,826	)
Net cash (used in) operating activities	$	(3,063	)	$	(1,030	)
Net cash used in investing activities	$	(19,359	)	$	(3,598	)
Net cash provided by (used in) investing activities	$	1,228		$	(132	)
Net cash provided by financing activities	$	12,887		$	29,601
Net cash (used in) financing activities	$	(2,069	)	$	(1,288	)

-Comparison 32of - the three months ended March 31, 2023 to the three months ended March 31, 2022:

Table of Contents

Comparison of the nine months ended September 30, 2022 to the nine months ended September 30, 2021:

The Company’s cash and cash equivalents and restricted cash were approximately $12.6 million as of September 30, 2022, which was a decrease of approximately $5.6 million from the balance of $18.2 million as of September 30, 2021.

Cash flows from operating activities

~~Net~~The cash ~~provided~~used by in operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 was ~~approximately~~primarily ~~$2.4~~attributable ~~million, compared~~ to ~~approximately~~a $150.83 million ~~used~~increase in ~~operating~~revenue ~~activities~~and ~~for the nine months ended September 30, 2021~~$0.3 ~~The~~decrease ~~increase~~ in ~~cash~~property ~~provided by~~ operating ~~activities~~expenses ~~was primarily attributable to a $8.9 million increase in revenue~~ (partially offset by an increase of $20.~~2 million and $~~1.2 million in property taxes ~~and property operating expense, respectively~~), ~~plus~~ an increase in ~~accounts~~cash ~~payable~~paid ~~resulting~~for ~~from organizational~~interest, ~~offering~~real ~~and~~estate ~~other~~tax ~~costs~~payments ~~related~~due toearlier in the ~~Merger.~~year ~~The~~and ~~net~~payment ~~cash~~of ~~used~~certain general inand ~~operating~~administrative ~~activities~~and ~~during~~professional ~~the~~fees ~~nine~~that ~~months~~were ~~ended~~accrued ~~September~~for ~~30,~~in ~~2021~~the ~~was~~fourth ~~primarily~~quarter ~~attributable to Transaction expenses~~ of ~~approximately $12~~2022.~~2 million.~~

Cash flows from investing activities

~~Net~~The cash ~~used~~provided in by investing activities ~~for~~during the ~~nine~~ ~~months~~three months ended ~~September~~March 3031, ~~2022~~ 2023 was ~~approximately $19.4~~ ~~million~~primarily ~~compared~~attributable to proceeds ~~approximately~~from ~~$3.6~~the ~~million~~sale ~~for~~of ~~the~~one ~~nine~~parking ~~months~~asset ~~ended~~in ~~September~~February ~~30, 2021~~2023. The ~~increase~~cash used isin ~~primarily~~investing ~~attributable~~activities toduring the ~~acquisition~~three ofmonths aended ~~$17.6~~March 31, ~~million parking garage in June~~ 2022 was asprimarily ~~well~~attributable as to routine and strategic capital expenditures.

Cash flows from financing activities

~~Net~~The cash ~~provided~~used byin financing activities for the nine months ended September 30, 2022 was approximately $12.9 million compared to approximately $29.6 million for the nine months ended September 30, 2021. The cash provided by financing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~ 2023 was primarily attributable to ~~proceeds~~principal ~~from~~payments ~~the~~on ~~Revolving~~mortgage ~~Credit~~loans, ~~Facility~~including of $731.70 million. ~~This~~for ~~was partially offset by~~ the ~~repayment~~one ofparking ~~$55.1~~asset ~~million~~sold ofin ~~notes~~February ~~payable~~2023, ~~and~~as ~~the~~well ~~payment~~as ofdistribution ~~loan~~payments ~~fees~~to onnon-controlling ~~the~~interest ~~Revolving~~holders ~~Credit~~in ~~Facility~~MVP ~~and~~St. ~~extension~~Louis ofCardinal ~~certain other~~Lot, ~~notes payable~~DST. The cash ~~provided~~used by in financing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~ 2022 was primarily attributable to ~~the~~principal ~~cash~~payments ~~contribution~~on atmortgage ~~the~~loans ~~closing~~and ofloan fees on the ~~Transaction~~Revolving Credit Facility.

- 21 -

Table of Contents

Company Indebtedness

On March 29, 2022, the Company entered into the Credit Agreement which includes athe ~~$75.0~~Revolving ~~million~~Credit ~~revolving credit facility~~Facility. During 2022, the Company used $73.7 million of available capacity to refinance certain of the Company’s current loans for various properties and to finance the acquisition of a parking garage in June 2022. The remaining capacity of $1.3 million ~~will~~ may also be available for our general corporate purposes, including liquidity, acquisitions and working capital. The Company borrows under the Revolving Credit Facility in U.S. dollars and expects borrowings 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 the leverage ratio as calculated pursuant to our Revolving Credit Facility.

The obligations under the Credit Agreement underlying the Revolving Credit Facility are guaranteed by the Company 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 the Company, the Operating Partnership and 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 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.

-As 33of - March 31, 2023, $73.7 million was outstanding under the Revolving Credit Facility.

~~Table~~On November 17, 2022, the Company executed an amendment to Credit Agreement which extends the maturity of ~~Contents~~ the Revolving Credit Facility to April 1, 2024, amends certain financial covenants through the new term, and adds a requirement for the Company to use diligent efforts to pursue an equity raise or liquidity event by March 31, 2023. In connection with this extension, the Company paid an extension fee of $375,000 (plus expenses) which is being deferred and amortized over the new term of the Revolving Credit Facility to interest expense on the consolidated statement of operations.

As of ~~September~~March 3031, ~~2022~~2023, the Company was not in compliance with all applicable covenants in agreements governing its debt, resulting in events of default. Additionally, based on the Company’s expected financial performance for the twelve-month period subsequent to the filing of the March 31, 2023 Form 10-Q, the Company expects that it will not be in compliance with a financial covenant under the Revolving Credit Facility, which would result in an event of default. Such event allows the lender to accelerate the maturity of the debt under the Revolving Credit Facility which carries a balance of $73.7 million ~~was~~as ~~outstanding~~of ~~under~~March 31, 2023. Further, our independent auditor included an explanatory paragraph regarding our ability to continue as a “going concern” in its report on our financial statements for the year ending December 31, 2022 (as included in our Form 10-K), which constitutes an event of default under our Revolving Credit Facility. The Revolving Credit Facility also requires the Company to initiate an equity raise in order to achieve a fixed charge coverage ratio (“FCCR”) of 1.4 to 1.0 as of March, 31, 2023. The Company does not currently have sufficient cash on hand, liquidity or projected future cash flows to repay these outstanding amounts upon an event of default. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

OnIn ~~November~~response ~~17, 2022, the Company executed an amendment~~ to ~~Credit~~these ~~Agreement which extends the maturity of the Revolving Credit Facility to April 1~~conditions, ~~2024,~~management’s ~~amends~~plans ~~certain~~include ~~financial covenants through~~ the new term, and adds a requirement for the Company to use diligent efforts to pursue an equity raise or liquidity event by March 31, 2023. In connection with this extension, the Company will owe an extension fee of $375,000. When paid, the extension fee will be deferred and amortized over the new term of the Revolving Credit Facility.following:

~~The Company's loan with Bank of America, N~~1.A. ~~for~~Capitalizing ~~the~~on ~~MVP~~recent ~~Detroit~~business ~~Center~~development ~~Garage,~~initiatives ~~LLC~~that ~~(“MVP~~we ~~Detroit”)~~anticipate ~~garage~~will ~~requires~~improve ~~the~~total ~~Company~~revenues tothrough ~~maintain~~increased ~~approximately~~utilization ~~$2.3~~of ~~million~~our inparking ~~liquidity~~assets ~~at all times, which is defined as unencumbered cash~~ and ~~cash~~in ~~equivalents.~~many Ascases ofat ~~the~~higher ~~date~~average ofticket ~~this filing, the Company was in compliance with this lender requirement~~rates.

~~The Company may establish capital reserves with respect to particular investments~~2. ~~The~~Management ~~Company also may, but~~ is ~~not~~budgeting ~~required~~reduced ~~to,~~overhead ~~establish~~costs ~~reserves~~in ~~out~~2023 ofthrough ~~cash~~the ~~flow~~reduction ~~generated by investments~~ or ~~out~~elimination of ~~net~~certain ~~sale~~controllable ~~proceeds in non-liquidating sale transactions~~expenses. ~~Working capital reserves are typically utilized to fund tenant improvements, leasing commissions and major capital expenditures. The Company’s lenders also may require working capital reserves.~~

We are pursuing further amendments and/or extensions with respect to the Revolving Credit Facility, including waivers of noncompliance with covenants.

We have initiated equity raise or liquidity events, including the proposed merger with Fifth Wall Acquisition Corporation III.

However, there can be no assurance that we will be successful in completing any of these options. As a result, management’s plans cannot be considered probable and thus does not alleviate substantial doubt about our ability to continue as a going concern.

Over time, management intends to both extend and sculpt our maturity wall, so that our maturities are spread over multiple years. As of the date of this filing, the Company has significant commercial mortgage-backed securities (“CMBS”) debt with prohibitive defeasance, 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, we will assess the lowest cost, most flexible options available to the Company 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.

OnThe ~~July~~Company 5,may ~~2022,~~establish ~~VRMI~~capital ~~merged~~reserves with ~~and~~respect ~~into~~to ~~Suncrest~~particular ~~Holdings,~~investments. ~~LLC~~The ~~(“Suncrest”), an entity managed by an entity majority owned and controlled by Michael Shustek, the~~ Company’s ~~former~~also ~~Chief Executive Officer. On July 11~~may, ~~2022,~~but ~~Suncrest~~is ~~assigned~~not ~~and~~required ~~sold five of the six notes issued originally by VRMI~~ to ~~certain of the subsidiaries of the Company (collectively~~, ~~the~~establish ~~“VRMI~~reserves ~~Notes”)~~out ~~to VRMII. As a result, the obligations~~ of ~~Company~~cash ~~subsidiaries~~flow ~~under~~generated ~~the~~by ~~five~~investments ~~VRMI~~or ~~Notes,~~out ~~including all repayment obligations, are now owed to VRMII. All~~ of ~~the~~net ~~loans~~sale ~~evidenced~~proceeds ~~by the VRMI Notes mature and are payable~~ in ~~full~~non-liquidating onsale ~~August 25, 2022~~transactions. ~~However,~~Working incapital ~~August~~reserves ~~2022,~~are ~~the~~typically ~~Company~~utilized ~~extended the term of the VRMI Notes~~ to ~~August~~fund ~~2023.~~tenant ~~In connection with this extension~~improvements, ~~the~~leasing ~~coupon~~commissions ~~rate~~and ~~was~~major ~~increased~~capital ~~from 7~~expenditures.0% toThe ~~7.5% and the~~ Company’s ~~paid~~lenders ~~the~~also ~~lender~~may arequire ~~$0.6~~working ~~million~~capital ~~extension fee~~reserves.

~~Distributions~~ - ~~and~~22 ~~Stock Dividends~~ -

On March 22, 2018, the Company suspended the payment of distributions on its shares of common stock, par value $0.0001 per share (the "Common Stock"). There can be no assurance that cash distributions to the Company’s common stockholders will be resumed in the future. The actual amount and timing of distributions, if any, will be determined by the Company’s Board of Directors in its discretion and typically will depend on various factors that the Company's Board of Directors deems relevant.

The Company is not currently and may not in the future generate sufficient cash flow from operations to fully fund distributions. The Company does not currently anticipate that it will be able to resume the payment of distributions. However, if distributions do resume, all or a portion of the distributions may be paid from other sources, such as cash flows from equity offerings, financing activities, borrowings, or by way of waiver or deferral of fees. The Company has not established any limit on the extent to which distributions could be funded from these other sources. Accordingly, the amount of distributions paid may not reflect current cash flow from operations and distributions may include a return of capital, (rather than a return on capital). If the Company pays distributions from sources other than cash flow from operations, the funds available to the Company for investments would be reduced and the share value may be diluted. The level of distributions will be determined by the Board of Directors and depend on several factors including current and projected liquidity requirements, anticipated operating cash flows and tax considerations, and other relevant items deemed applicable by the Board of Directors.

The Company did not repurchase any of its shares during the nine months ended September 30, 2022. During the nine months ended September 30, 2022, the Company did not pay dividends on its shares of Common Stock and does not intend to pay dividends on its shares of Common Stock in 2022. No cash dividends can be made on the Common Stock until the preferred distributions are paid.

- 34 -

Table of Contents

Distributions on Common Stock

On March 22, 2018, the Company suspended the payment of distributions on its Common Stock. There can be no assurance that cash distributions to the Company’s common stockholders will be resumed in the future. The actual amount and timing of distributions, if any, will be determined by the Company’s Board of Directors in its discretion and typically will depend on various factors that the Company's Board of Directors deems relevant.

The Company does not currently, and may not in the future, generate sufficient cash flow from operations to fully fund distributions. The Company does not currently anticipate that it will be able to resume the payment of distributions on its Common Stock. However, if distributions do resume, all or a portion of the distributions may be paid from other sources, such as cash flows from equity offerings, financing activities, borrowings, or by way of waiver or deferral of fees. The Company has not established any limit on the extent to which distributions could be funded from these other sources. Accordingly, the amount of distributions paid may not reflect current cash flow from operations and distributions may include a return of capital, (rather than a return on capital). If the Company pays distributions from sources other than cash flow from operations, the funds available to the Company for investments would be reduced and the share value may be diluted. The level of distributions will be determined by the Board of Directors and depend on several factors including current and projected liquidity requirements, anticipated operating cash flows and tax considerations, and other relevant items deemed applicable by the Board of Directors.

The Company did not repurchase any of its shares during the three months ended March 31, 2023. No cash dividends can be made on the Common Stock until the preferred distributions are paid.

Dividend Reinvestment Plan

From inception through March 22, 2018, when the Company suspended payment of distributions onof Common Stock, the Company had paid approximately $1.8 million in cash, issued 83,437 shares of its Common Stock ~~pursuant~~as toa ~~its~~ Dividend Reinvestment Plan (“DRIP”) and issued 153,826 shares of its Common Stock in distributions to the Company’s stockholders. All of the cash distributions were paid from offering proceeds and constituted a return of capital.

Preferred Stock

On March 24, 2020, the Company’s Board of Directors unanimously authorized the suspension of the payment of distributions on the Series A Convertible Redeemable Preferred Stock ("Series A Preferred Stock"), par value $0.0001 per share, and Series 1 Convertible Redeemable Preferred Stock ("Series 1 Preferred Stock" and, together with the Series A Preferred Stock, "Preferred Stock"), par value $0.0001 per share; 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 ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, approximately $0.6 7 million and $0.3 4 million of accrued and unpaid Series A Preferred Stock distributions, respectively, are included in ~~accounts payable and~~ accrued ~~liabilities~~preferred distributions on the consolidated balance sheet.

As of ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, approximately $78.26 million and $45.48 million of accrued and unpaid Series 1 Preferred Stock distributions, respectively, are included in ~~accounts payable and~~ accrued ~~liabilities~~preferred distributions on the consolidated balance sheet.

Common Stock Warrants

OnIn ~~August~~connection ~~25,~~with ~~2021,~~the inCompany's ~~connection~~recapitalization ~~with~~transaction ~~the~~in ~~Closing~~August 2021, the Company entered into a warrant agreement (the “Warrant Agreement”) pursuant to which it issued warrants (the “Warrants”) to Color Up 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 ~~September~~March 3031, ~~2022~~2023, all outstanding warrants issued by the Company were classified as equity.

Critical Accounting Policies

Our ~~2021~~2022 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the "SEC") on March 30 22, ~~2022~~2023, contains a description of our critical accounting policies and estimates, including those relating to real estate investments and acquisitions. There have been no significant changes to our critical accounting policies during ~~2022~~2023.

- 3523 -

Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

In connection with the filing of this Form 10-Q for the quarter ended ~~September~~March 3031, ~~2022~~2023, our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”) evaluated the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As a result of this evaluation, our CEO and CFO concluded that the material weaknesses previously identified in Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022, were still present as of ~~September~~March 3031, ~~2022~~2023 (“the Evaluation Date”). Based on those material weaknesses, and the evaluation of our disclosure controls and procedures, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the Evaluation Date.

(b) Remediation Plan and Status

Our remediation efforts previously identified in Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022, are ongoing and we continue our initiatives to implement and document policies, procedures, and internal controls. Remediation of the identified material weaknesses and strengthening our internal control environment will require a substantial effort throughout ~~2022~~ 2023 and beyond. While we believe the steps taken to date and those planned for implementation will improve our internal controls over financial reporting, we have not completed all remediation efforts. The planned remediation activities described in Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 highlight our commitment to remediating our identified material weaknesses and remain largely unchanged through the date of filing this Quarterly Report.

The following remedial actions have been identified and initiated by the Company through ~~September 30~~March 31, ~~2022~~2023:

•● ~~The~~We ~~Company~~have ~~has~~ hired a Chief Accounting Officer and will ~~continue~~hire ~~hiring~~(as needed) and ~~training~~train additional accounting resources with appropriate levels of experience and reallocating responsibilities across the ~~Company’s~~ finance organization. This measure provides for segregation of duties and ensures that the appropriate level of knowledge and experience will be applied based on the risk and complexity of transactions and tasks under review.

•● ~~The~~We ~~Company~~ will continue to educate control owners and enhance policies to ensure appropriate restrictions related to user access and privileged access are in place. ● We have re-evaluated the permissions of user roles within our accounting system and have re-assigned access to individuals in order to establish more appropriate segregation of duties. ● We have enhanced internal control documentation for key controls to ensure the assignment of preparers and reviewers, and establishing policies for the formal sign-off of key controls. ● Beginning with the third quarter of 2022, we established a formal Disclosure Committee to enhance governance by management for the oversight of internal controls over financial reporting, including disclosure controls and procedures.

•● ~~The~~We ~~Company~~have ~~has~~ provided access to accounting literature and research to enable the control owners in evaluating technical accounting pronouncements for certain transactions, in addition to utilizing third party resources when appropriate.

•● Through ~~its~~our continued remediation efforts, ~~the~~we ~~Company~~have identified and recorded certain accounting adjustments during the third ~~quarter~~and fourth quarters of 2022 that were considered immaterial, individually and in the aggregate, to our ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements taken as a whole for the affected periods. ~~The~~ ~~Company’s~~Our continued remediation activities will include the designing of internal control policies and practices that directly respond to these accounting adjustments.

As the Company continues to evaluate and works to improve its internal control over financial reporting, the Company’s management may determine that additional or different measures to address control deficiencies or modifications to the remediation plan are necessary.

There have been no changes in internal control over financial reporting during the ~~third~~first quarter of ~~2022~~2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

- 3624 -

Table of Contents

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The nature of the Company’s business exposes its properties, the Company, its Operating Partnership and its other subsidiaries to the risk of claims and litigation in the normal course of business. Other than as noted above 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.

See Note M — Commitments and Contingencies in Part I, Item 1 Notes to the Consolidated Financial Statements of this Quarterly Report.

ITEM 1A. RISK FACTORS

~~The~~There ~~following~~have ~~risk~~been ~~factors~~no ~~are~~ material changes ~~only~~from ~~and should be read in conjunction with~~ the risk factors set forth in the Company’s annual report on Form 10-K for the year ended December 31, ~~2021~~2022.

We have determined that there are conditions that raise substantial doubt about our ability to continue as a going concern.

In response to these conditions, management’s plans include the following:

2. Management is budgeting reduced overhead costs in 2023 through the reduction or elimination of certain controllable expenses.

3. The Company is pursuing further amendments and/or extensions with respect to the Revolving Credit Facility, including waivers of noncompliance with covenants.

4. The Company is pursuing certain potential capital raise or liquidity events, including the Merger as described above.

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

Fuel prices have a direct impact on the ability and frequency of consumers to engage in activities related to transportation. Increases in the price of fuel may result in higher transportation costs and adversely affect consumer use at the Company’s 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.

ITEM 5. OTHER INFORMATION

None.

- 37 -

Table of Contents

ITEM 6. EXHIBITS

2.1(7)		Amended and Restated Agreement and Plan of Merger, dated as of September 26, 2022, between Mobile Infrastructure Trust and Mobile Infrastructure Corporation
2.1		First Amendment to Agreement and Plan of Merger, dated as of March 23, 2023, by and among Fifth Wall Acquisition Corp. III, Queen Merger Corp. I and Mobile Infrastructure Corporation (Incorporated by reference as Exhibit 2.1 to Form 8-K filed March 23, 2023).
3.1(1)		Articles of Amendment and Restatement of THE PARKING REIT, Inc.
3.1		Articles of Amendment and Restatement of THE PARKING REIT, Inc. (Incorporated by reference as Exhibit 3.1 to Pre-Effective Amendment No. 2 to the Registration Statement on Form S-11 filed September 24, 2015).
3.2(2)		Articles of Amendment of THE PARKING REIT, Inc.
3.2		Articles of Amendment of THE PARKING REIT, Inc. (Incorporated by reference as Exhibit 3.1 to Form 8-K filed December 18, 2017).
3.3(5)		Articles of Amendment of MOBILE INFRASTRUCTURE CORPORATION
3.3		Articles of Amendment of MOBILE INFRASTRUCTURE CORPORATION (Incorporated by reference as Exhibit 3.1 to Form 8-K filed November 12, 2021).
3.4(6)		Certificate of Correction to the Articles of Amendment and Restatement of Mobile Infrastructure Corporation
3.4		Certificate of Correction to the Articles of Amendment and Restatement of Mobile Infrastructure Corporation (Incorporated by reference as Exhibit 3.1 to Form 8-K filed March 21, 2022).
3.5(3)		Articles Supplementary for Series A Convertible Redeemable Preferred Stock of THE PARKING REIT, Inc.
3.5		Articles Supplementary for Series A Convertible Redeemable Preferred Stock of THE PARKING REIT, Inc. (Incorporated by reference as Exhibit 3.1 to Form 8-K filed October 28, 2016).
3.6(4)		Articles Supplementary for Series 1 Convertible Redeemable Preferred Stock of THE PARKING REIT, Inc.
3.6		Articles Supplementary for Series 1 Convertible Redeemable Preferred Stock of THE PARKING REIT, Inc. (Incorporated by reference as Exhibit 3.1 to Form 8-K filed March 30, 2017).
3.7(5)		Amended & Restated Bylaws of MOBILE INFRASTRUCTURE CORPORATION.
3.7		Amended & Restated Bylaws of MOBILE INFRASTRUCTURE CORPORATION. (Incorporated by reference as Exhibit 3.2 to Form 8-K filed November 12, 2021).
10.1(8)		First Amendment to Employment Agreement, dated August 23, 2022, among Mobile Infrastructure Corporation, Mobile Infra Operating Partnership, L.P. and Manuel Chavez.
10.2(8)		First Amendment to Employment Agreement, dated August 23, 2022, among Mobile Infrastructure Corporation, Mobile Infra Operating Partnership, L.P. and Stephanie Hogue.
10.3(8)		Form of LTIP Unit Agreement (Liquidity Event) among Mobile Infrastructure Corporation and Mobile Infra Operating Partnership, L.P. and the participant
31.1(*)		Certification of Chief Executive Officer pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2(*)		Certification of Chief Financial Officer pursuant to Rule 15d-14(a)(17 CFR 240.15d-14(a)) and Section 302 of the Sarbanes-Oxley Act of 2002.
32(*)		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101(*)		The following materials from the Company’s Quarterly Report on Form 10-Q for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, formatted in iXBRL (inline extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statement of Stockholder’s Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Financial Statements. As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*		Filed concurrently herewith.
**		Management compensatory agreement
(1)		Filed previously with Pre-Effective Amendment No. 2 to the Registration Statement on Form S-11 on September 24, 2015 and incorporated herein by reference.
(2)		Filed previously on Form 8-K on December 18, 2017 and incorporated herein by reference.
(3)		Filed previously on Form 8-K on October 28, 2016 and incorporated herein by reference.
(4)		Filed previously on Form 8-K on March 30, 2017 and incorporated herein by reference.
(5)		Filed previously on Form 8-K on November 12, 2021 and incorporated herein by reference.
(6)		Filed previously on Form 8-K on March 21, 2022 and incorporated herein by reference.
(7)		Filed previously on Form 8-K on September 27, 2022 and incorporated herein by reference.
(8)		Filed previously on Form 8-K on August 26, 2022 and incorporated herein by reference.

Filed concurrently herewith.

- 3825 -

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Mobile Infrastructure Corporation
	By:	/s/ Manuel Chavez
		Manuel Chavez
		Chief Executive Officer
	Date:	~~November~~May 1812, ~~2022~~2023
	By:	/s/ Stephanie Hogue
		Stephanie Hogue
		President and Chief Financial Officer
	Date:	~~November~~May 1812, ~~2022~~2023

- 3926 -

Filing Compare · Mobile Infrastructure Corp