{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-22-304176","form_type":"8-K","ticker":"BEEP","cik":"0001847874","company_name":"Mobile Infrastructure Corp","filed_at":"2022-12-14T23:59:59+00:00","discovered_at":"2026-05-14T18:03:52.708253+00:00","generated_at":"2026-06-21T04:56:54.091372+00:00","sec_items":["1.01","3.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"FWAC (SPAC) to merge with Mobile Infrastructure Corp in business combination","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-22-304176","json":"https://secwatch.observer/filing/0001193125-22-304176.json","markdown":"https://secwatch.observer/filing/0001193125-22-304176.md","text":"https://secwatch.observer/filing/0001193125-22-304176.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1847874/000119312522304176/0001193125-22-304176-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1847874/000119312522304176/d432666d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-21T04:56:54.091372+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2696bf92dc75ab40a382e04decdcbaf81cb5a279","claim":"Mobile Infrastructure Corp entered into Agreement and Plan of Merger with Fifth Wall Acquisition Corp. III, Queen Merger Corp. I (effective 2022-12-13).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847874/000119312522304176/0001193125-22-304176-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Fifth Wall Acquisition Corp. III, Queen Merger Corp. I"},{"label":"Effective","value":"2022-12-13"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}