424B3 1 form424b3.htm

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-274666

PROSPECTUS SUPPLEMENT NO. 1

(To Prospectus dated November 2, 2023)

Mobile Infrastructure Corporation

Up to 37,156,865 Shares of Common Stock

Warrant to Purchase 2,553,192 Shares of Common Stock

This prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated November 2, 2023 (the “Prospectus”), with the information contained in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission on November 13, 2023 (the “Quarterly Report on Form 10-Q”). Accordingly, we have attached the Quarterly Report on Form 10-Q to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling securityholders named in the Prospectus or their permitted transferees of

(A)

up to 37,156,865 shares of our common stock, par value $0.0001 per share (the “Common Stock”), consisting of:

	(i)	3,937,246 shares of Common Stock issued as merger consideration to Color Up (as defined in the Prospectus) in connection with the consummation of the Merger (as defined in the Prospectus) based upon an implied equity consideration value of $10.00 per share; in 2021, Color Up purchased 2,624,831 shares of Legacy MIC Common Stock (as defined in the Prospectus) at a price per share of $11.75, which shares were exchanged in the Merger for the 3,937,246 shares of Common Stock for an effective price per share of approximately $7.83; as of the date of this prospectus supplement, Color Up beneficially owns approximately 37% of our Common Stock;

	(ii)	up to 2,553,192 shares of Common Stock issuable upon the exercise of a warrant to purchase Common Stock (the “Warrant”) at an exercise price of $7.83 per share, owned by Color Up, which was initially a warrant to purchase 1,702,128 shares of Legacy MIC Common Stock at an exercise price of $11.75 per share, and which was assumed and converted into the Warrant in connection with the Merger;

	(iii)	907,000 shares of Common Stock issued upon the conversion of Class A ordinary shares, par value $0.0001 per share, of Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (“FWAC”), in connection with the Domestication (as defined in the Prospectus) that were originally purchased by Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands limited liability company (“Sponsor”), in a private placement, which occurred simultaneously with the initial public offering of FWAC, at $10.00 per share for an aggregate purchase price of $9,070,000;

	(iv)	2,020,000 shares of Common Stock issued upon the conversion of Class B ordinary shares, par value $0.0001 per share, of FWAC, in connection with the Domestication, originally purchased by the Sponsor for approximately $0.003 per share, comprised of (a) 1,900,000 shares of Common Stock held by the Sponsor and (b) 120,000 shares of Common Stock transferred by the Sponsor to four former directors of FWAC;

	(v)	13,787,462 shares of Common Stock issuable upon the conversion of 46,000 shares of our Series 2 Convertible Preferred Stock, par value $0.0001 per share, upon the earlier to occur of (a) December 31, 2023 and (b) a change in control of us, purchased by the Preferred PIPE Investors (as defined in the Prospectus) for $1,000 per share for an aggregate purchase price of $46,000,000, inclusive of 1,253,404 shares of Common Stock issuable to the Preferred PIPE Investors upon the conversion of Dividends (as defined in the Prospectus), resulting in an effective purchase price of approximately $3.34 per share; and

	(vi)	up to 13,951,965 shares of Common Stock issuable in the event of our election to issue shares of Common Stock in lieu of cash payments upon redemption of Common Units (as defined in the Prospectus); of such shares 11,242,635 shares of Common Stock are potentially issuable to Color Up at an effective purchase price of approximately $7.83 per share and 2,709,330 shares are potentially issuable to HSCP Strategic III, L.P., an entity controlled by Jeffrey B. Osher, a member of our Board, at an effective purchase price of approximately $7.38 per share; and

(B)

the Warrant.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein.

Our Common Stock is listed on the NYSE American LLC under the symbol “BEEP.” On November 14, 2023, the closing price of our Common Stock was $4.27. The Warrant will not be listed for trading.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and are subject to reduced public company reporting requirements. The Prospectus and this prospectus supplement comply with the requirements that apply to an issuer that is an emerging growth company.

See the section titled “Risk Factors” beginning on page 9 of the Prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 15, 2023.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 001-40415

MOBILE INFRASTRUCTURE CORPORATION

(Exact name of registrant as specified in its charter)

Maryland		98-1583957
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

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

Registrant’s telephone number, including area code: (513) 834-5110

Fifth Wall Acquisition Corp. III

1 Little West 12th Street

4th Floor

New York, NY 10014

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading symbols(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		BEEP		NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 1, 2023, the registrant had 15.0 million shares of common stock outstanding.

TABLE OF CONTENTS

		Page

Part I	FINANCIAL INFORMATION

Item 1.	CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	1

	CONSOLIDATED BALANCE SHEETS AS OF September 30, 2023 (UNAUDITED) AND DECEMBER 31, 2022	1

	CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED)	2

	CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED)	3

	CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED)	5

	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	6

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	35

Item 4.	CONTROLS AND PROCEDURES	35

Part II	OTHER INFORMATION	36

Item 1.	LEGAL PROCEEDINGS	36

Item 1A.	RISK FACTORS	36

Item 5	OTHER INFORMATION	36

Item 6.	EXHIBITS	37

	SIGNATURES	38

	As of September 30, 2023			As of December 31, 2022
	(unaudited)
ASSETS
Investments in real estate
Land and improvements	$	161,362		$	166,225
Buildings and improvements		260,281			272,605
Construction in progress		1,189			1,206
Intangible assets		10,028			10,106
		432,860			450,142
Accumulated depreciation and amortization		(27,752	)		(31,052	)
Total investments in real estate, net		405,108			419,090

Fixed assets, net		193			210
Assets held for sale		—			696
Cash		13,736			5,758
Cash – restricted		4,934			5,216
Prepaid expenses		1,057			953
Accounts receivable, net		2,174			1,849
Due from related parties		—			156
Deferred offering costs		—			2,086
Other assets		286			99
Total assets	$	427,488		$	436,113
LIABILITIES AND EQUITY
Liabilities
Notes payable, net	$	135,127		$	146,948
Revolving credit facility, net		58,383			72,731
Accounts payable and accrued expenses		12,961			16,351
Accrued preferred distributions - Series A and Series 1		10,694			8,504
Earnout Liability		1,216			—
Indemnification and legal liability		691			2,596
Liabilities held for sale		—			968
Security deposits		164			161
Due to related parties		470			470
Deferred revenue		238			376
Total liabilities		219,944			249,105

Equity
Mobile Infrastructure Corporation Stockholders’ Equity
Preferred stock Series A, $0.0001 par value, 50,000 shares authorized, 2,862 shares issued and outstanding (stated liquidation value of $2,862,000 as of September 30, 2023 and December 31, 2022)		—			—
Preferred stock Series 1, $0.0001 par value, 97,000 shares authorized, 39,811 shares issued and outstanding (stated liquidation value of $39,811,000 as of September 30, 2023 and December 31, 2022)		—			—
Preferred stock Series 2, $0.0001 par value, 60,000 shares authorized as of September 30, 2023 and zero shares authorized as of December 31, 2022; 46,000 and zero shares outstanding as of September 30, 2023 and December 31, 2022, respectively (stated liquidation value of $46,000,000 and zero as of September 30, 2023 and December 31, 2022, respectively)		—			—
Common stock, $0.0001 par value, 500,000,000 and 98,999,000 shares authorized as of September 30, 2023 and December 31, 2022, respectively; 14,989,848 shares issued and 13,089,848 shares outstanding as of September 30, 2023 and December 31, 2022		—			—
Warrants issued and outstanding – 2,553,192 warrants as of September 30, 2023 and December 31, 2022		3,319			3,319
Additional paid-in capital		240,289			193,176
Accumulated deficit		(130,268	)		(109,168	)
Total Mobile Infrastructure Corporation Stockholders’ Equity		113,340			87,327
Non-controlling interest		94,204			99,681
Total equity		207,544			187,008
Total liabilities and equity	$	427,488		$	436,113

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
Revenues
Base rental income	$	2,009		$	2,293		$	6,040		$	6,466
Management income		—			—			—			313
Percentage rental income		6,054			6,058			16,340			15,243
Total revenues		8,063			8,351			22,380			22,022

Expenses
Property taxes		1,802			1,806			5,300			5,486
Property operating expense		390			484			1,441			1,972
Interest expense		3,618			3,675			10,893			9,477
Depreciation and amortization		2,132			2,094			6,389			6,082
General and administrative		4,154			2,499			9,218			5,834
Preferred Series 2 - issuance expense		16,101			—			16,101			—
Professional fees		326			478			1,121			1,761
Organizational, offering and other costs		1,231			1,971			1,348			4,692
Impairment of real estate assets		8,700			—			8,700			—
Total expenses		38,454			13,007			60,511			35,304

Other income (expense)
(Loss) gain on sale of real estate		—			(52	)		660			(52	)
PPP loan forgiveness		—			—			—			328
Other income		1,121			16			1,152			46
Change in fair value of Earn-out liability		4,628			—			4,628			—
Total other income (expense)		5,749			(36	)		6,440			322

Net loss		(24,642	)		(4,692	)		(31,691	)		(12,960	)
Net loss attributable to non-controlling interest		(6,807	)		(2,501	)		(10,591	)		(7,280	)
Net loss attributable to Mobile Infrastructure Corporation’s stockholders	$	(17,835	)	$	(2,191	)	$	(21,100	)	$	(5,680	)

Preferred stock distributions declared - Series A		(48	)		(54	)		(156	)		(162	)
Preferred stock distributions declared - Series 1		(642	)		(696	)		(2,034	)		(2,088	)
Preferred stock distribution paid-in-kind - Series 2		(4,600	)		—			(4,600	)		—
Net loss attributable to Mobile Infrastructure Corporation’s common stockholders	$	(23,125	)	$	(2,941	)	$	(27,890	)	$	(7,930	)

Basic and diluted loss per weighted average common share:
Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders - basic and diluted	$	(1.77	)	$	(0.22	)	$	(2.13	)	$	(0.61	)
Weighted average common shares outstanding, basic and diluted		13,089,848			13,089,848			13,089,848			13,089,848

	Preferred stock				Common stock
	Number of Shares		Par Value		Number of Shares		Par Value		Warrants		Additional Paid-in Capital			Accumulated Deficit			Non-controlling interest			Total
Balance, December 31, 2022		42,673	$	—		13,089,848	$	—	$	3,319	$	193,176		$	(109,168	)	$	99,681		$	187,008
Equity based payments		—		—		—		—		—		—			—			1,484			1,484
Distributions to non-controlling interest holders		—		—		—		—		—		—			—			(306	)		(306	)
Declared distributions – Series A ($18.75 per share)		—		—		—		—		—		(54	)		—			—			(54	)
Declared distributions – Series 1 ($17.50 per share)		—		—		—		—		—		(696	)		—			—			(696	)
Net loss		—		—		—		—		—		—			(1,548	)		(1,795	)		(3,343	)
Balance, March 31, 2023		42,673	$	—		13,089,848	$	—	$	3,319	$	192,426		$	(110,716	)	$	99,064		$	184,093

Equity based payments		—		—		—		—		—		—			—			1,214			1,214
Distributions to non-controlling interest holders		—		—		—		—		—		—			—			(19	)		(19	)
Declared distributions – Series A ($18.75 per share)		—		—		—		—		—		(54	)		—			—			(54	)
Declared distributions – Series 1 ($17.50 per share)		—		—		—		—		—		(696	)		—			—			(696	)
Net loss		—		—		—		—		—		—			(1,717	)		(1,989	)		(3,706	)
Balance, June 30, 2023		42,673	$	—		13,089,848	$	—	$	3,319	$	191,676		$	(112,433	)	$	98,270		$	180,832


Equity based payments		—		—		—		—		—		—			—			2,789			2,789
Distributions to Non-controlling Interest Holders		—		—		—		—		—		—			—			(48	)		(48	)
Declared distributions – Series A ($16.77 per share)		—		—		—		—		—		(48	)		—			—			(48	)
Declared distributions – Series 1 ($16.13 per share)		—		—		—		—		—		(642	)		—			—			(642	)
Declared distributions - Series 2 (0.1 shares per share)		—		—		—		—		—		(4,600	)		—			—			(4,600	)
Reverse Recapitalization, net of issuance costs		46,000		—		—		—		—		53,903			—			—			53,903
Net loss		—		—		—		—		—		—			(17,835	)		(6,807	)		(24,642	)
Balance, September 30, 2023		88,673	$	—		13,089,848	$	—	$	3,319	$	240,289		$	(130,268	)	$	94,204		$	207,544

	For the Nine Months Ended September 30,
	2023			2022
Cash flows from operating activities:
Net Loss	$	(31,691	)	$	(12,960	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense		6,389			6,082
Amortization of loan costs		1,050			1,337
Loss on extinguishment of debt		105			—
Gain on settlement of indemnification liability		(1,155	)		—
PPP loan forgiveness		—			(328	)
Loss on interest rate cap		49			—
(Gain) loss on sale of real estate		(660	)		52
Equity based payment		5,355			1,459
Impairment of real estate assets		8,700			—
Issuance of Preferred Series 2 Stock		16,101			—
Change in fair value of Earn-out liability		(4,628	)
Changes in operating assets and liabilities
Due to/from related parties		156			(156	)
Accounts payable		3,194			5,261
Indemnification liability		(750	)		(95	)
Security deposits		3			(8	)
Other assets		(48	)		44
Deferred offering costs		(3,022	)		—
Deferred revenue		(137	)		217
Accounts receivable		(325	)		1,538
Prepaid expenses		(104	)		(332	)
Other		—			(146	)
Net cash provided by (used in) operating activities		(1,418	)		1,965
Cash flows from investing activities:
Capital expenditures		(1,624	)		(2,154	)
Capitalized technology		(23	)		(143	)
Purchase of investment in real estate		—			(17,513	)
Proceeds from sale of investment in real estate		1,475			650
Net cash (used in) investing activities		(172	)		(19,160	)
Cash flows from financing activities:
Proceeds from line of credit		—			73,700
Payments on notes payable		(13,291	)		(58,189	)
Payments on line of credit		(15,000	)		—
Proceeds from reverse recap, net of payment of equity issuance costs		39,046			—
Payment of transaction costs for reverse recapitalization		(891	)		—
Payment on interest rate cap		(205	)		—
Distributions to non-controlling interest holders		(373	)		—
Loan fees		—			(2,429	)
Net cash provided by financing activities		9,286			13,082
Net change in cash and cash equivalents and restricted cash		7,696			(4,113	)

Cash and cash equivalents and restricted cash, beginning of period		10,974			16,696
Cash and cash equivalents and restricted cash, end of period	$	18,670		$	12,583

Reconciliation of Cash and Cash Equivalents and Restricted Cash:
Cash and cash equivalents at beginning of period	$	5,758		$	11,805
Restricted cash at beginning of period		5,216			4,891
Cash and cash equivalents and restricted cash at beginning of period	$	10,974		$	16,696

Cash and cash equivalents at end of period	$	13,736		$	5,862
Restricted cash at end of period		4,934			6,721
Cash and cash equivalents and restricted cash at end of period	$	18,670		$	12,583

Supplemental disclosures of cash flow information:
Interest Paid	$	9,215		$	7,258
Non-cash investing and financing activities:
Dividends declared not yet paid	$	2,190		$	2,250
Series 2 Preferred Stock dividend paid-kind	$	4,600		$	—
Accrued capital expenditures	$	502		$	—

	As of September 30, 2022
	As reported			Adjustments			As Corrected
	(in thousands)
Consolidated Balance Sheet:
Buildings and improvements	$	271,964		$	(156	)	$	271,808
Fixed assets, net		207			-			207
Cash		5,862			-			5,862
Cash – restricted		6,721			-			6,721
Prepaid expenses		1,021			(13	)		1,008
Accounts receivable		2,578			(85	)		2,493
Due from related parties		-			156			156
Other assets		64			-			64
Notes payable, net		148,278			-			148,278
Revolving Credit Facility, net		72,648			195			72,843
Accounts payable and accrued liabilities		21,604			(119	)		21,485
Security Deposit		97			61			158
Deferred revenue		372			-			372
Accumulated deficit		(106,692	)		(40	)		(106,732	)
Non-controlling interest		101,609			(56	)		101,553

	Three Months Ended September 30, 2022									Nine Months Ended September 30, 2022
	As reported			Adjustments			As Corrected			As reported			Adjustments			As Corrected
	(in thousands, except per share data)									(in thousands, except per share data)
Consolidated Statement of Operations:
Base rent income	$	2,173		$	120		$	2,293		$	6,346		$	120		$	6,466
Management agreement		-			-			-			427			(114	)		313
Percentage rent		6,245			(187	)		6,058			15,430			(187	)		15,243
Property taxes		1,912			(106	)		1,806			5,592			(106	)		5,486
Property operating expense		501			(17	)		484			2,069			(97	)		1,972
General and administrative		2,455			44			2,499			5,843			(9	)		5,834
Professional fees		525			(47	)		478			2,087			(326	)		1,761
Organizational, offering and other costs		2,168			(197	)		1,971			4,693			-			4,693
Depreciation and amortization		2,137			(43	)		2,094			6,125			(43	)		6,082
Interest expense		(3,387	)		(288	)		(3,675	)		(9,094	)		(383	)		(9,477	)
Other income		123			(107	)		16			153			(107	)		46
Net loss		(4,596	)		(96	)		(4,692	)		(12,871	)		(89	)		(12,960	)
Net income attributable to non-controlling interest		(2,445	)		(56	)		(2,501	)		(7,228	)		(52	)		(7,280	)
Net loss attributable to Mobile Infrastructure Corporation’s common stockholders		(2,901	)		(40	)		(2,941	)		(7,893	)		(37	)		(7,930	)
Net loss per share attributable to Mobile Infrastructure Corporation’s common stockholders - basic and diluted	$	(0.22	)	$	-		$	(0.22	)	$	(0.60	)	$	(0.01	)	$	(0.61	)

	●	46,000 shares of Series 2 Preferred Stock were issued in connection with the Preferred PIPE Financing at a purchase price of $1,000 per share for an aggregate purchase price of $46,000,000;
	●	each then issued and outstanding Class A Share and Class B Share of FWAC was converted, on a one-for-one basis, into one share of the Company’s common stock;
	●	each then issued and outstanding share of Legacy MIC common stock was converted into 1.5 shares of the Company’s common stock;
	●	each share of Legacy MIC Series 1 Preferred Stock and Legacy MIC Series A Preferred Stock issued and outstanding was converted into one share of Series 1 Preferred Stock and Series A Preferred Stock, as applicable;
	●	the outstanding common stock warrant of Legacy MIC to purchase shares of Legacy MIC common stock at an exercise price of $11.75 per share became a warrant to purchase 2,553,192 shares of common stock of the Company at an exercise price of $7.83 per share; and
	●	in connection with the conversion of the Operating Partnership into the Operating Company, each outstanding unit of partnership interest of the Operating Partnership converted automatically, on a one-for-one basis, into an equal number of identical membership units of the Operating Company.

	●	2,862 shares of Series A Preferred Stock;
	●	46,000 shares of Series 2 Preferred Stock; and
	●	a warrant to purchase 2,553,192 shares of the Company’s common stock at an exercise price of $7.83 per share.

Fair value of Series 2 Preferred Stock	$	66,700
Common stock issued in exchange for FWAC Class A and B		4,552
Less: Fair value of Earn-Out Shares issued		(5,844	)
Less: Equity-allocated offering costs		(11,505	)
Impact to Addition-Paid in Capital		53,903
Less: Non-cash Preferred Series 2 issuance expense		(16,101	)
Earn-Out liability recognized		5,844
Less: Series 2 Preferred Stock dividend paid-in-kind recognized		(4,600	)
Net cash proceeds	$	39,046

	As of September 30, 2023				As of December 31, 2022
	Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization
In-place lease value	$	2,444	$	1,767	$	2,564	$	1,621
Lease commissions		182		128		165		106
Indefinite lived contract		3,160		-		3,160		—
Acquired technology		4,242		897		4,217		561
Total intangible assets	$	10,028	$	2,792	$	10,106	$	2,288

	In-place lease value		Lease commissions		Acquired technology
2023 (Remainder)	$	78	$	6	$	113
2024		291		24		448
2025		179		12		448
2026		101		7		448
2027		28		4		420
Thereafter		-		-		1,468
	$	677	$	53	$	3,345

Loan	Original Debt Amount		Monthly Payment		Balance as of 9/30/23			Lender		Interest Rate			Loan Maturity
MVP Memphis Poplar (3)	$	1,800		I/O	$	1,800		LoanCore			5.38	%	3/6/2024
MVP St. Louis (3)	$	3,700		I/O	$	3,700		LoanCore			5.38	%	3/6/2024
Mabley Place Garage, LLC	$	9,000	$	44	$	7,481		Barclays			4.25	%	12/6/2024
322 Streeter Holdco LLC	$	25,900	$	130	$	24,844		American National Insurance Co.			3.50	%	3/1/2025
MVP Houston Saks Garage, LLC	$	3,650	$	20	$	2,879		Barclays Bank PLC			4.25	%	8/6/2025
Minneapolis City Parking, LLC	$	5,250	$	29	$	4,262		American National Insurance, of NY			4.50	%	5/1/2026
MVP Bridgeport Fairfield Garage, LLC	$	4,400	$	23	$	3,565		FBL Financial Group, Inc.			4.00	%	8/1/2026
West 9th Properties II, LLC	$	5,300	$	30	$	4,382		American National Insurance Co.			4.50	%	11/1/2026
MVP Fort Worth Taylor, LLC	$	13,150	$	73	$	10,904		American National Insurance, of NY			4.50	%	12/1/2026
MVP Detroit Center Garage, LLC	$	31,500	$	194	$	26,961		Bank of America			5.52	%	2/1/2027
MVP St. Louis Washington, LLC (1)	$	1,380	$	8	$	1,249		KeyBank	*		4.90	%	5/1/2027
St. Paul Holiday Garage, LLC (1)	$	4,132	$	24	$	3,739		KeyBank	*		4.90	%	5/1/2027
Cleveland Lincoln Garage, LLC (1)	$	3,999	$	23	$	3,619		KeyBank	*		4.90	%	5/1/2027
MVP Denver Sherman, LLC (1)	$	286	$	2	$	259		KeyBank	*		4.90	%	5/1/2027
MVP Milwaukee Arena Lot, LLC (1)	$	2,142	$	12	$	1,938		KeyBank	*		4.90	%	5/1/2027
MVP Denver 1935 Sherman, LLC (1)	$	762	$	4	$	689		KeyBank	*		4.90	%	5/1/2027
MVP Louisville Broadway Station, LLC (2)	$	1,682		I/O	$	1,682		Cantor Commercial Real Estate	**		5.03	%	5/6/2027
MVP Whitefront Garage, LLC (2)	$	6,454		I/O	$	6,454		Cantor Commercial Real Estate	**		5.03	%	5/6/2027
MVP Houston Preston Lot, LLC (2)	$	1,627		I/O	$	1,627		Cantor Commercial Real Estate	**		5.03	%	5/6/2027
MVP Houston San Jacinto Lot, LLC (2)	$	1,820		I/O	$	1,820		Cantor Commercial Real Estate	**		5.03	%	5/6/2027
St. Louis Broadway, LLC (2)	$	1,671		I/O	$	1,671		Cantor Commercial Real Estate	**		5.03	%	5/6/2027
St. Louis Seventh & Cerre, LLC (2)	$	2,057		I/O	$	2,058		Cantor Commercial Real Estate	**		5.03	%	5/6/2027
MVP Indianapolis Meridian Lot, LLC (2)	$	938		I/O	$	938		Cantor Commercial Real Estate	**		5.03	%	5/6/2027
St Louis Cardinal Lot DST, LLC	$	6,000		I/O	$	6,000		Cantor Commercial Real Estate	**		5.25	%	5/31/2027
MVP Preferred Parking, LLC	$	11,330	$	66	$	11,087		Key Bank	**		5.02	%	8/1/2027
Less unamortized loan issuance costs					$	(481	)
					$	135,127

(2)	The Company issued a promissory note to Cantor Commercial Real Estate Lending, L.P. for $16.25 million secured by the pool of properties.
(3)	The loan is secured by a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing on each of the properties owned by MVP St. Louis 2013 and MVP Memphis Poplar.

2023 (remainder)	$	736
2024		16,013
2025		29,091
2026		22,707
2027		67,061
Thereafter		—
Total	$	135,608

	As of September 30, 2023
	Number of Incentive Equity Awards			Weighted Avg Grant FV Per Share
Unvested - January 1, 2023		2,673,041			8.44
Granted		237,294			9.13
Vested		(48,633	)		9.27
Forfeited		(135,319	)		10.00
Unvested - September 30, 2023		2,726,383		$	8.40

	For the three months ended						For the nine months ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Numerator:
Net loss attributable to MIC	$	(23,125	)	$	(2,941	)	$	(27,890	)	$	(7,930	)
Net loss attributable to participating securities		—			—			—			—
Net loss attributable to MIC common stock	$	(23,125	)	$	(2,941	)	$	(27,890	)	$	(7,930	)
Denominator:
Basic and dilutive weighted average shares of Common Stock outstanding		13,089,848			13,089,848			13,089,848			13,089,848
Basic and diluted loss per weighted average common share:
Basic and dilutive	$	(1.77	)	$	(0.22	)	$	(2.13	)	$	(0.61	)

	September 30, 2023							December 31, 2022
	Level 1		Level 2		Level 3			Level 1		Level 2		Level 3
Recurring
Earn-out Shares liability		-		-		(1,216	)		-		-		-
Interest Rate Cap		-		156		-			-		-		-

Nonrecurring
Impaired real estate assets		-		-		50,777			-		-		-

	Level 3 Liability
Balance as of January 1, 2023	$	—
Impact of the Merger (initial valuation)		(5,844	)
Change in fair value recognized in earnings		4,628
Balance as of September 30, 2023	$	(1,216	)

	●	increased fuel prices may adversely affect our operating environment and costs;
	●	we have a limited operating history which makes our future performance difficult to predict;

	●	our warrant may never be in the money, and may expire worthless;
	●	instability in the debt markets and other factors may make it more difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire;
	●	increasing interest rates may adversely affect us;
	●	our independent auditor included an explanatory paragraph regarding our ability to continue as a “going concern” in its report on our financial statements for the year ended December 31, 2022; we may not have sufficient capital as and when needed;
	●	we may not be able to comply with the financial covenants under the credit agreement, which could result in an event of default under the credit agreement and an acceleration of repayment;
	●	adverse judgments, settlements, or investigations resulting from legal proceedings in which we may be involved could reduce our profits, limit our ability to operate our business, or distract our officers from attending to our business;
	●	holders of our outstanding preferred stock have dividend, liquidation, and other rights that are senior to the rights of the holders of our common stock; and
	●	other risks and uncertainties discussed in the Prospectus (as defined below) under the section titled “Risk Factors.”

	●	Working with third-party operators to move towards contracts that better align the performance of the assets with results;
	●	Continue to work with third-party operators to focus on leasing of our parking facilities and improving Revenue per Available Stall (“RevPAS”) of the overall portfolio;
	●	Identify opportunities for accretive growth for the Company; and
	●	Pursuing options for refinancing near-term debt with the goal of achieving well-laddered maturities.

	●	Commerce
	●	Events and venues
	●	Government and institutions
	●	Hospitality
	●	Multifamily central business districts

	For the Three Months Ended September 30,									For the Nine Months Ended September 30,
	2023			2022			%			2023			2022			%
Revenues
Base rental income	$	2,009		$	2,293					$	6,040		$	6,466
Management income		—			—						—			313
Percentage rental income		6,054			6,058						16,340			15,243
Total revenues		8,063			8,351			(3.5	)%		22,380			22,022			1.6	%
Less:
Property taxes		1,802			1,806						5,300			5,486
Property operating expense		390			484						1,441			1,972
Net Operating Income	$	5,871		$	6,061			(3.1	)%	$	15,639		$	14,564			7.4	%

Reconciliation
Net loss		(24,642	)		(4,692	)					(31,691	)		(12,960	)
Loss (gain) on sale of real estate		—			52						(660	)		52
PPP loan forgiveness		—			—						—			(328	)
Other income		(1,121	)		(16	)					(1,152	)		(46	)
Change in fair value of Earn-out liability		(4,628	)		—						(4,628	)		—
Interest expense		3,618			3,675						10,893			9,477
Depreciation and amortization		2,132			2,094						6,389			6,082
General and administrative		4,154			2,499						9,218			5,834
Preferred Series 2 - issuance expense		16,101			-						16,101			—
Professional fees		326			478						1,121			1,761
Organizational, offering and other costs		1,231			1,971						1,348			4,692
Impairment of real estate assets		8,700			-						8,700			—
Net Operating Income	$	5,871		$	6,061					$	15,639		$	14,564

SEC Form 424B3 filed by Fifth Wall Acquisition Corp. III