Mobile Infrastructure Corp (BEEP): M&A transaction — Mobile Infrastructure Corp. closes SPAC merger; $46M PIPE completed, credit line cut to $58.7M

each of Brendan Wallace, Andriy Mykhaylovskyy, Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis, and Amanda Parness resigned from the New MIC board of directors.

each of Brendan Wallace, Andriy Mykhaylovskyy, Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis, and Amanda Parness resigned from the New MIC board of directors.

each of Brendan Wallace, Andriy Mykhaylovskyy, Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis, and Amanda Parness resigned from the New MIC board of directors.

each of Brendan Wallace, Andriy Mykhaylovskyy, Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis, and Amanda Parness resigned from the New MIC board of directors.

each of Brendan Wallace, Andriy Mykhaylovskyy, Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis, and Amanda Parness resigned from the New MIC board of directors.

each of Brendan Wallace, Andriy Mykhaylovskyy, Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis, and Amanda Parness resigned from the New MIC board of directors.

On August 25, 2023, effective upon the Closing, the Company’s board of directors adopted Bylaws (the “ Bylaws ”), which became effective on that date.

As a result of the Merger, the Company ceased to be a shell company (as defined in Rule 12b-2 under the Exchange Act).

On August 25, 2023, in connection with the Domestication, the Company filed the Articles of Incorporation (the “ New MIC Charter ”) and Articles of Conversion with the Maryland State Department of Assessments and Taxation.

on the Closing Date, the Company’s board of directors approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers, and directors of the Company, including its Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.

On August 25, 2023, as contemplated by the Merger Agreement and described in the section titled " The Merger—The Merger Agreement " beginning on page 222 of the Joint Proxy Statement/Prospectus, following the Domestication: (a) Merger Sub merged with and into MIC (the " First Merger ") with MIC continuing as the surviving entity (the " First-Step Surviving Company " and the time the First Merger became effective being referred to as the " First Effective Time "), and (b) immediately following the First Effective Time, the First-Step Surviving Company merged with and into New MIC in accordance with the Maryland General Corporation Law (the " Second Merger " and, together with the First Merger, the " Merger "), with New MIC continuing as the surviving entity resulting from the Second Merger.

On the Closing Date, and immediately prior to the Closing, MIC entered into that certain Waiver and Second Amendment to Credit Agreement (the “ Second Amendment ”), by and among the Operating Partnership, certain subsidiaries of the Operating Partnership (together with the Operating Partnership, the “ Borrower ”), MIC, and KeyBank National Association (“ KeyBank ”) and the other financial institutions party thereto as lenders (the “ Lenders ”), amending that certain Credit Agreement, dated as of March 29, 2022, as amended by that certain First Amendment to Credit Agreement, dated as of November 17, 2022 (together with the Second Amendment, the “ Credit Agreement ”), by and among the Borrower, MIC, KeyBank, and the Lenders.

At the First Effective Time, MIC and the other members of the Operating Company entered into the Limited Liability Company Agreement of Mobile Infra Operating Company, LLC (the “ Operating Company LLC Agreement ”), which sets forth the rights and obligations of the holders’ membership interests of the Operating Company.

On the Closing Date, and immediately prior to the Closing, FWAC, the Sponsor, and MIC entered into that certain Letter Agreement, dated as of August 25, 2023 (the “ Letter Agreement ”), relating to that certain Second Amended and Restated Sponsor Agreement, dated as of December 13, 2022, as amended and restated on May 11, 2023 and June 15, 2023 (the “ Sponsor Agreement ”), by and among FWAC, MIC, the Sponsor, and the former members of the board of directors of FWAC party thereto.

At the First Effective Time, MIC, New MIC, and Color Up entered into a Warrant Assumption and Amendment Agreement (the “ Warrant Assumption and Amendment Agreement ”) to that certain Warrant Agreement, dated August 25, 2021 (the “ Warrant Agreement ”), by and between MIC and Color Up, pursuant to which, among other things, effective as of the First Effective Time, New MIC assumed the MIC Common Stock Warrant remaining outstanding and unexpired at that time, and such MIC Common Stock Warrant became the New MIC Warrant.

On August 29, 2023, New MIC and Color Up entered into an Amended and Restated Warrant Agreement (the “ Amended Warrant Agreement ”), pursuant to which the Warrant Agreement was amended and restated to: (i) reflect the effects of the Merger (including but not limited to the reduction in the exercise price of the New MIC Warrant from $11.75 to $7.83 per share and the increase in the number of the underlying shares from 1,702,128 shares of MIC Common Stock to 2,553,192 shares of New MIC Common Stock) and (ii) permit Color Up to exercise the New MIC Warrant on a cashless basis at Color Up’s option.

The foregoing description of the Registration Rights Agreement is a summary only and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.42 to this Report and incorporated herein by reference.