--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-226380" form_type: "8-K" ticker: "BEEP" cik: "0001847874" company_name: "Mobile Infrastructure Corp" filed_at: "2023-08-31T23:59:59+00:00" generated_at: "2026-06-11T01:29:58.215416+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Mobile Infrastructure Corp. closes SPAC merger; $46M PIPE completed, credit line cut to $58.7M ## Summary - Business combination closed; FWAC domesticated to Maryland and renamed Mobile Infrastructure Corporation; begins trading as BEEP on NYSE American. - $46M PIPE via 46,000 shares of 10% Series 2 Convertible Preferred at $1,000/share; converts into 13.8M shares of common stock starting Dec 31, 2023. - Credit facility amended: commitment cut to $58.7M from $75M; $15M PIPE proceeds used to pay down debt; prior defaults waived; minimum cash $7M required. - Post-merger ownership: New MIC holds 52.05% of Operating Company; Color Up (directors) holds ~44.2% common units; 100K sponsor shares cancelled. ## SEC filing metadata - accession: 0001193125-23-226380 - form_type: 8-K - ticker: BEEP - cik: 0001847874 - company_name: Mobile Infrastructure Corp - filed_at: 2023-08-31T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 1.02, 9.01, 4.01, 2.03, 3.02, 3.03, 5.01, 5.02, 5.03, 5.05, 5.06, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/0001193125-23-226380-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/d543416d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-226380 - JSON: https://secwatch.observer/filing/0001193125-23-226380.json - Plain text: https://secwatch.observer/filing/0001193125-23-226380.txt ## Key facts - Executive change Adeyemi Ajao resigned as Director at Mobile Infrastructure Corp. - Action: resigned - Role: Director source text: each of Brendan Wallace, Andriy Mykhaylovskyy, Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis, and Amanda Parness resigned from the New MIC board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/0001193125-23-226380-index.htm - Executive change Poonam Sharma Mathis resigned as Director at Mobile Infrastructure Corp. - Action: resigned - Role: Director source text: each of Brendan Wallace, Andriy Mykhaylovskyy, Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis, and Amanda Parness resigned from the New MIC board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/0001193125-23-226380-index.htm - Executive change Amanda Parness resigned as Director at Mobile Infrastructure Corp. - Action: resigned - Role: Director source text: each of Brendan Wallace, Andriy Mykhaylovskyy, Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis, and Amanda Parness resigned from the New MIC board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/0001193125-23-226380-index.htm - Executive change Alana Beard resigned as Director at Mobile Infrastructure Corp. - Action: resigned - Role: Director source text: each of Brendan Wallace, Andriy Mykhaylovskyy, Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis, and Amanda Parness resigned from the New MIC board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/0001193125-23-226380-index.htm - Executive change Brendan Wallace resigned as Director at Mobile Infrastructure Corp. - Action: resigned - Role: Director source text: each of Brendan Wallace, Andriy Mykhaylovskyy, Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis, and Amanda Parness resigned from the New MIC board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/0001193125-23-226380-index.htm - Executive change Andriy Mykhaylovskyy resigned as Director at Mobile Infrastructure Corp. - Action: resigned - Role: Director source text: each of Brendan Wallace, Andriy Mykhaylovskyy, Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis, and Amanda Parness resigned from the New MIC board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/0001193125-23-226380-index.htm - Governance Changes Mobile Infrastructure Corp: New Bylaws adopted by board of directors effective upon Closing (effective 2023-08-25). - Change: bylaw amendment - Effective: 2023-08-25 source text: On August 25, 2023, effective upon the Closing, the Company’s board of directors adopted Bylaws (the “ Bylaws ”), which became effective on that date. evidence_url: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/0001193125-23-226380-index.htm - Governance Changes Mobile Infrastructure Corp: Company ceased to be a shell company as a result of the Merger. - Change: shell status source text: As a result of the Merger, the Company ceased to be a shell company (as defined in Rule 12b-2 under the Exchange Act). evidence_url: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/0001193125-23-226380-index.htm - Governance Changes Mobile Infrastructure Corp: New Articles of Incorporation (New MIC Charter) filed in connection with Domestication (effective 2023-08-25). - Change: charter amendment - Effective: 2023-08-25 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/0001193125-23-226380-index.htm - Governance Changes Mobile Infrastructure Corp: New Code of Business Conduct and Ethics approved and adopted on Closing Date. - Change: code of ethics source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/0001193125-23-226380-index.htm - M&A Transactions Mobile Infrastructure Corp underwent a change of control involving Color Up, LLC for Each issued and outstanding share of MIC Common Stock converted into the right to receive such number of shares of New MIC Common Stock at an exchange ratio of (closed 2023-08-25). - Action: change of control - Counterparty: Color Up, LLC - Consideration: Each issued and outstanding share of MIC Common Stock converted into the right to receive such number of shares of New MIC Common Stock at an exchange ratio of - Closing: 2023-08-25 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/0001193125-23-226380-index.htm - Material Agreements Mobile Infrastructure Corp amended Waiver and Second Amendment to Credit Agreement with MIC, Operating Partnership, subsidiaries, KeyBank National Association, other lenders valued at Second Amendment to Credit Agreement dated March 29, 2022, as amended (effective 2023-08-25). - Action: amendment - Agreement: credit facility - Counterparty: MIC, Operating Partnership, subsidiaries, KeyBank National Association, other lenders - Value: Second Amendment to Credit Agreement dated March 29, 2022, as amended - Effective: 2023-08-25 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/0001193125-23-226380-index.htm - Material Agreements Mobile Infrastructure Corp entered into Limited Liability Company Agreement of Mobile Infra Operating Company, LLC with MIC and other members valued at Operating Company LLC Agreement setting forth rights and obligations of members (effective 2023-08-25). - Action: entry - Counterparty: MIC and other members - Value: Operating Company LLC Agreement setting forth rights and obligations of members - Effective: 2023-08-25 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/0001193125-23-226380-index.htm - Material Agreements Mobile Infrastructure Corp entered into Letter Agreement with FWAC, the Sponsor, and MIC valued at Letter Agreement regarding cancellation of 100,000 FWAC Class B Shares (effective 2023-08-25). - Action: entry - Counterparty: FWAC, the Sponsor, and MIC - Value: Letter Agreement regarding cancellation of 100,000 FWAC Class B Shares - Effective: 2023-08-25 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/0001193125-23-226380-index.htm - Material Agreements Mobile Infrastructure Corp entered into Warrant Assumption and Amendment Agreement with MIC, New MIC, and Color Up valued at Warrant Assumption and Amendment Agreement for MIC Common Stock Warrant (effective 2023-08-25). - Action: entry - Counterparty: MIC, New MIC, and Color Up - Value: Warrant Assumption and Amendment Agreement for MIC Common Stock Warrant - Effective: 2023-08-25 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/0001193125-23-226380-index.htm - Material Agreements Mobile Infrastructure Corp entered into Amended and Restated Warrant Agreement with New MIC and Color Up valued at Amended and Restated Warrant Agreement reducing exercise price to $7.83 per share and increasing und (effective 2023-08-29). - Action: entry - Counterparty: New MIC and Color Up - Value: Amended and Restated Warrant Agreement reducing exercise price to $7.83 per share and increasing und - Effective: 2023-08-29 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/0001193125-23-226380-index.htm - Material Agreements Mobile Infrastructure Corp entered into Registration Rights Agreement with RRA Holders affiliated with FWAC, MIC, or New MIC valued at Registration Rights Agreement entered into on the Closing Date (effective 2023-08-25). - Action: entry - Counterparty: RRA Holders affiliated with FWAC, MIC, or New MIC - Value: Registration Rights Agreement entered into on the Closing Date - Effective: 2023-08-25 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1847874/000119312523226380/0001193125-23-226380-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.