Mobile Infrastructure Corporation executed a non-binding term sheet to acquire Fifth Wall Acquisition Corp. III (NasdaqCM:FWAC) from Fifth Wall Acquisition Sponsor III, LLC and others in a reverse merger transaction on October 10, 2022. Mobile Infrastructure Corporation entered into a definitive business combination agreement to acquire Fifth Wall Acquisition Corp. III from Fifth Wall Acquisition Sponsor III, LLC and others for approximately $260 million in a reverse merger transaction on December 12, 2022. Mobile Infrastructure Corporation shareholders will receive a number of Surviving company shares equal to the quotient of (a) $254,539,185 divided by (b) $10.00. The business combination values the combined company at a post-money equity valuation of approximately $550 million. Subject to the terms and conditions set forth in the agreement, each issued and outstanding share of MIC?s common stock, $0.0001 par value per share will be converted into the right to receive such number of Surviving Pubco Shares equal to the Exchange Ratio and each issued and outstanding share of MIC Preferred Stock will be converted into the right to receive the applicable MIC Preferred Stock Merger Consideration. Upon the closing of this transaction, the combined company expects to be publicly traded on the New York Stock Exchange under the ticker ?BEEP? Under the name Mobile Infrastructure Corporation. As part of the business combination, Brad Greiwe is expected to join MIC?s Board of Directors. MIC shall pay a termination fee of $4 million to FWAC.

The transaction has been unanimously approved by the Boards of Directors of both MIC and FWAC, the waiting period applicable to the Mergers under the HSR Act, if applicable, having expired, the Registration Statement becoming effective; and (f) FWAC having at least $5,000,001 of net tangible assets and is subject to the satisfaction of customary closing conditions, including the approval of shareholders of both parties. Registration statement on Form S-4 was declared effective by the Securities and Exchange Commission effective on July 11, 2023. Extraordinary general meeting of shareholders of Fifth Wall Acquisition is scheduled on August 10, 2023. The transaction is expected to close in the second quarter of 2023. As per filling on July 24, 2023, the transaction is expected to close in summer 2023. As of August 4, 2023, transaction is expected to close on August 14, 2023.

Hirsh M. Ament of Venable LLP and Keating Muething & Klekamp PLL are serving as legal counsel to Mobile Infrastructure Corporation. B. Riley Securities, Inc. acted as financial advisor and B. Riley is rendering a fairness opinion with a service fee of $250,000 to Mobile Infrastructure Corporation. D'Amico, Evan M. of Gibson, Dunn & Crutcher LLP is serving as legal counsel to Fifth Wall Acquisition Corp. III. Morrow & Co., LLC acted as information agent to Fifth Wall and received a fee of $25,000 for service rendered. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Fifth Wall.

Mobile Infrastructure Corporation completed the acquisition of Fifth Wall Acquisition Corp. III (NasdaqCM:FWAC) from Fifth Wall Acquisition Sponsor III, LLC and others in a reverse merger transaction on August 25, 2023.