UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~the~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): May 1, 2023 (May 1, 2023)

Date of Report (Date of earliest event reported): March 23, 2023

MOBILE INFRASTRUCTURE CORPORATION

(Exact Name of Registrant as Specified in ~~Its~~its Charter)

Maryland	000-55760	47-3945882
	Maryland(State or Other Jurisdiction of Incorporation)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
000-55760		47-3945882
(Commission File Number)		(I.R.S. Employer Identification No.)
	30 W. 4th Street, Cincinnati, Ohio	45202
	(Address of Principal Executive Offices)	(Zip Code)

30 W 4th Street, Cincinnati, Ohio	45202
(Address of principal executive offices)	(Zip Code)

(513) 834-5110 (Registrant's Telephone Number, Including Area Code)

~~Registrant’s~~(Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code: (513)~~since ~~834-5110~~last report)

Not Applicable

(Former name or former address, if changed since last report.)

_____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[X]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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. [ ]

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

AsRecommendation previously disclosed in a Current Report on Form 8-K, on December 13, 2022, Mobile Infrastructure Corporation, a Maryland corporation (the “Company” or “MIC”), entered into an agreement and plan of merger (as it may be amended, supplemented, or otherwise modified from time to ~~time,~~Reject the “Merger Agreement”), by and among Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), “FWAC”), Queen Merger Corp. I, a Maryland corporation and a whollyMini-~~owned~~Tender subsidiary of FWAC (“Merger Sub”), and the Company. The Merger Agreement provides for, among other things, the following transactions: (i) FWAC will transfer by way of continuation from the Cayman Islands to the State of Maryland and will domesticate by means of a corporate conversion (the “Domestication”) to a Maryland corporation (“Surviving Pubco”) in accordance with Title 3, Section 9 of the Maryland General Corporation Law, as amended (the “MGCL”), and Part XII of the Cayman Islands Companies Act (as revised), and, in connection with the Domestication, (A) each then issued and outstanding Class A ordinary share, par value $0.0001 per share, of FWAC will convert automatically, on a one-for-one basis, into one share of common stock, par value $0.0001, of Surviving Pubco (the “Surviving Pubco Shares”); and (B) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of FWAC will convert automatically, on a one-for-one basis, into one Surviving Pubco Share; and (ii) following the Domestication, (A) Merger Sub will merge with and into the Company in accordance with the MGCL (the “First Merger”), with the Company continuing as the surviving entity (the “First-Step Surviving Company”) and (B) immediately following the effectiveness of the First Merger, the First-Step Surviving Company will merge with and into Surviving Pubco in accordance with the MGCL, with Surviving Pubco continuing as the surviving entity (collectively, the “Merger”).Offer

On ~~March~~May 231, 2023, ~~the~~Mobile Infrastructure Corporation (the “Company,”) ~~FWAC~~circulated ~~and~~a ~~Merger~~letter ~~Sub~~to ~~entered~~its ~~into~~stockholders ~~the~~setting ~~First~~forth ~~Amendment~~the toreasons for the ~~Agreement~~recommendation ~~and~~by ~~Plan~~the Board of ~~Merger~~Directors (the “~~First Amendment~~Board”). ~~The~~of ~~First~~the ~~Amendment~~Company that ~~amends~~the Company’s stockholders reject the ~~Merger~~unsolicited “mini-tender” ~~Agreement~~offer ~~to,~~by ~~among~~affiliates ~~other~~of ~~things~~MacKenzie Capital Management, LP (ithe “Bidder”) ~~provide~~ for, ~~immediately~~up ~~prior~~ to ~~the~~207,000 ~~consummation~~shares of the Company’s ~~Merger~~common stock, ~~the~~par ~~conversion~~value ~~(the~~$0.0001 ~~“Conversion”)~~per ofshare, ~~Mobile~~which ~~Infra~~represent approximately ~~Operating~~2.67% ~~Partnership~~of ~~L.P.,~~the aoutstanding ~~Maryland~~shares ~~limited~~of ~~partnership~~the Company’s common stock, and aup ~~subsidiary~~to 1,070 shares of the Company’s Series 1 Convertible Redeemable Preferred Stock, par value $0.0001 per share (the “~~Operating~~Series ~~Partnership~~1 Preferred Stock”), toor athe Company’s ~~Delaware~~Series ~~limited~~A ~~liability~~Cumulative ~~company~~Redeemable ~~and~~Preferred Stock, par value $0.0001 per share (~~ii)~~the ~~expand~~“Series A Preferred Stock” and, together with the ~~size~~Series of1 Preferred Stock, the ~~board~~“Preferred Stock”), which represent 2.51% of ~~directors~~the outstanding shares of the ~~Surviving~~Preferred ~~Pubco~~Stock, ~~from~~as ~~seven~~of toMay ~~eight~~1, ~~with~~2023. ~~seven~~The ~~director~~Board ~~nominees~~does ~~designated~~not byendorse the Bidder’s ~~Company~~unsolicited mini-tender offer and ~~one~~recommends ~~director~~that ~~nominee~~stockholders ~~designated~~do bynot tender ~~FWAC~~their shares to the Bidder. Stockholders who have already tendered their shares may withdraw them at any time prior to 11:59 p.m., Pacific Time, on June 5, 2023, in accordance with the Bidder’s offering documents.

The ~~foregoing~~ ~~description~~letter ~~of the First Amendment does not purport~~ to bestockholders ~~complete and~~ is ~~qualified~~furnished inas ~~its~~Exhibit ~~entirety~~99.1 ~~by reference~~ to ~~the full text of the First Amendment, a copy of which is attached to~~ this Current Report on Form 8-K as ~~Exhibit 2.1~~ and is incorporated herein by reference.

Item 89.01 ~~Other~~Financial ~~Events~~Statements and Exhibits.

~~HS3~~(d) ~~Amended and Restated Support Agreement~~Exhibits.

As previously disclosed in a Current Report on Form 8-K on December 13, 2022, FWAC and HSCP Strategic III, L.P., a Delaware limited partnership (“HS3”), entered into an agreement (the “Prior HS3 Support Agreement”) pursuant to which HS3 agreed, among other things, to enter into the Fourth Amended and Restated Limited Partnership Agreement of the Operating Partnership at the time of the Merger.

Exhibits	Description
99.1	Letter to Stockholders, dated as of May 1, 2023

On March 23, 2023, FWAC and HS3 entered into the Amended and Restated Support Agreement (the “HS3 Amended and Restated Support Agreement”). The HS3 Amended and Restated Support Agreement amends and restates the Prior HS3 Support Agreement to, among other things, confirm HS3’s consent to the Conversion. HS3 also agreed not to modify such consent or take any action in contravention of such consent or the Conversion.SIGNATURE

~~The foregoing~~Pursuant ~~description of the HS3 Amended and Restated Support Agreement does not purport~~ to ~~be complete and is qualified in its entirety by reference to~~ the ~~full~~ ~~text~~requirements of the ~~HS3~~Securities ~~Amended~~Exchange ~~and~~Act ~~Restated~~of ~~Support Agreement~~1934, athe ~~copy~~registrant ofhas ~~which~~duly ~~is attached~~caused to this ~~Current~~report ~~Report~~to be signed on ~~Form 8-K as~~its ~~Exhibit~~behalf ~~99.1~~by ~~and~~the ~~is incorporated~~undersigned ~~herein~~hereunto byduly ~~reference~~authorized.

~~HS3~~MOBILE isINFRASTRUCTURE aCORPORATION ~~limited~~/s/ ~~partner~~Stephanie ofHogue ~~the~~By: ~~Operating~~Stephanie ~~Partnership~~Hogue ~~and~~Title: ~~owns approximately~~President ~~10%~~and ofChief ~~the~~Financial ~~outstanding~~Officer ~~common~~Dated: ~~units~~May ~~of the Operating Partnership. HS3 is controlled by Jeffrey B. Osher~~1, ~~a director of the Company.~~2023

Additional Information

This document relates to the proposed transactions (the “Proposed Transactions”) contemplated by the Merger Agreement. On January 13, 2023, FWAC filed a registration statement on Form S-4 (the “Form S-4”) with the Securities and Exchange Commission (the “SEC”), which, when finally amended, will include a joint proxy statement of FWAC and MIC and that will constitute a prospectus of FWAC (including any amendments and supplements thereto, the “Joint Proxy Statement/Prospectus”). Both MIC and FWAC intend to file other documents with the SEC regarding the proposed transaction. A definitive Joint Proxy Statement/Prospectus will also be sent to the shareholders of FWAC and the stockholders of MIC, in each case seeking any required approvals, when available. Investors and security holders of FWAC and MIC are urged to carefully read the entire Joint Proxy Statement/Prospectus, when it becomes available, and any other relevant documents filed with the SEC because they will contain important information about the Proposed Transactions. The documents filed by FWAC and MIC with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. Alternatively, the documents filed by FWAC can be obtained free of charge from FWAC upon written request to Fifth Wall Acquisition Corp. III, 6060 Center Drive, 10th Floor, Los Angeles, California 90045, and the documents filed by MIC can be obtained free of charge from MIC upon written request to MIC, 30 W 4th Street, Cincinnati, Ohio 45202.

No Offer or Solicitation

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

Participants in the Solicitation

FWAC, MIC and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies, in favor of the approval of the Proposed Transactions and related matters. Information regarding FWAC’s and MIC’s directors and executive officers is contained in the Form S-4. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Joint Proxy Statement/Prospectus, when it becomes available, and other relevant documents filed with the SEC. Free copies of these documents may be obtained as described in the paragraph titled “Additional Information.”

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, MIC’s expected composition of the management team and board of directors following the transaction. Any forward-looking statements herein are based solely on the expectations or predictions of MIC or FWAC and do not express the expectations, predictions or opinions of Fifth Wall Asset Management, LLC, and Fifth Wall Ventures Management, LLC, their affiliates and any investment funds, investment vehicles or accounts managed or advised by any of the foregoing (collectively, “Fifth Wall”) in any way. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions and any forward-looking statements contained in this document are provided for illustrative purposes and are not forecasts and may not reflect actual results. Such forward-looking statements are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words “believes,” “estimates,” “expects,” “projects,” “predicts,” “forecasts,” “may,” “will,” “could,” “should,” “seeks,” “plans,” “scheduled,” “anticipates,” “potential,” “intends” or “continue” or similar expressions. Such forward-looking statements involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements. Certain of these risks are

identified and discussed in the section of the Form S-4 titled “Risk Factors”. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are based on MIC’s or FWAC’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events. However, there can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and neither MIC nor FWAC is under any obligation and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports, which MIC and FWAC have filed or will file from time to time with the SEC.

In addition to factors previously disclosed in MIC’s and FWAC’s reports filed with the SEC, including MIC’s and FWAC’s most recent reports on Form 8-K and all attachments thereto and most recent annual reports on Form 10-K and all attachments thereto, which are available, free of charge, at the SEC’s website at www.sec.gov, and those identified elsewhere in this document, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: risks and uncertainties related to the inability of the parties to successfully or timely consummate the Proposed Transactions, including the risk that any required regulatory approvals or securityholder approvals of MIC or FWAC are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Proposed Transactions are not obtained, failure to realize the anticipated benefits of the Proposed Transactions, risks related to MIC’s ability to execute on its business strategy, attain its investment strategy or increase the value of its portfolio, act on its pipeline of acquisitions, attract and retain users, develop new offerings, enhance existing offerings, compete effectively, and manage growth and costs, the duration and global impact of COVID-19, the possibility that MIC or FWAC may be adversely affected by other economic, business and/or competitive factors, the number of redemption requests made by FWAC’s public shareholders, the ability of MIC and the combined company to leverage Fifth Wall’s affiliates and other commercial relationships to grow MIC’s customer base (which is not the subject of any legally binding obligation on the part of Fifth Wall or any of its partners or representatives), the ability of MIC and the combined company to leverage its relationship with any other Company investor (including investors in the proposed PIPE transaction) to grow MIC’s customer base, the ability of the combined company to meet NYSE’s listing standards (or the standards of any other securities exchange on which securities of the public entity are listed) following the Proposed Transactions, the inability to complete the private placement of FWAC common stock to certain institutional accredited investors, the risk that the announcement and consummation of the transaction disrupts MIC’s current plans and operations, costs related to the transaction, changes in applicable laws or regulations, the outcome of any legal proceedings that may be instituted against MIC, FWAC, or any of their respective directors or officers, following the announcement of the transaction, the ability of FWAC or the combined company to issue equity or equity-linked securities in connection with the Proposed Transactions or in the future, the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions and purchase price and other adjustments; and those factors discussed in documents of MIC and FWAC filed, or to be filed, with the SEC. Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements are also provided in the Form S-4 and will be provided in the Joint Proxy Statement/Prospectus, when available.

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit	Description
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
99.1*	Amended and Restated Support Agreement, dated as of March 23, 2023, by and between Fifth Wall Acquisition Corp. III and HSCP Strategic III, L.P
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon request.

SIGNATURES

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

		MOBILE INFRASTRUCTURE CORPORATION
Date: March 23, 2023	By:	/s/ Stephanie L. Hogue
		Name:	Stephanie L. Hogue
		Title:	President and Chief Financial Officer

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