FWAC (SPAC) to merge with Mobile Infrastructure Corp in business combination

Mobile Infrastructure Corp

MIC common stock exchanged for Surviving Pubco shares at Exchange Ratio; MIC preferred stock receives preferred merger consideration.
Termination fee of $4M payable by MIC in specified termination events; closing deadline May 27, 2023.
Initial PIPE investor commits $12M at $10/share; additional PIPE conditions for sponsor share cancellations.
Sponsor lock-up 6 months; founder shares subject to earn-out vesting at $16 and $20 per share thresholds.
MIC's largest stockholder Color Up (44.2% ownership) enters support agreement to vote in favor of merger.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Mobile Infrastructure Corp entered into Agreement and Plan of Merger with Fifth Wall Acquisition Corp. III, Queen Merger Corp. I (effective 2022-12-13).

Action: entry
Agreement: merger
Counterparty: Fifth Wall Acquisition Corp. III, Queen Merger Corp. I
Effective: 2022-12-13

Exact text from the filing

On December 13, 2022, Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), “FWAC”), entered into an agreement and plan of merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among FWAC, Queen Merger Corp. I, a Maryland corporation and a wholly-owned subsidiary of FWAC (“Merger Sub”), and Mobile Infrastructure Corporation, a Maryland corporation (“MIC”).

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Mobile Infrastructure Corp filing history →

Source: SEC EDGAR

accession 0001193125-22-304176

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