Mobile Infrastructure Corp 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Class A ordinary shares are traded on Nasdaq under the symbol FWAC. Our Class A ordinary shares commenced public trading on May 25, 2021. There is no trading market for our Class B ordinary shares. Holders As of March 1, 2023, there were 2 holders of record of our Class A ordinary shares and 5 holders of record of our Class B ordinary shares. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our Initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our Initial Business Combination. The payment of any cash dividends subsequent to our Initial Business Combination will be within the discretion of our board of directors at such time and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. If we incur any indebtedness in connection with a business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. 45 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings Unregistered Sales Private Placement Shares Simultaneously with the consummation of the IPO and the issuance and sale of the shares, the Company consummated the Private Placement of 907,000 Private Placement Shares at a price of $10.00 per Private Placement Share, to the sponsor, generating gross proceeds of $9,070,000. No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The Private Placement Shares are identical to the Class A Ordinary Shares sold in the IPO, subject to certain limited exceptions, including that the sponsor has agreed not to transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. PIPE Investment Concurrently with the execution of the Merger Agreement, the Company entered into the Subscription Agreement with the Initial PIPE Investor, pursuant to which, among other things, the Initial PIPE Investor has agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the Initial PIPE Investor an aggregate of 1,200,000 Surviving Pubco Shares for a purchase price of $10.00 per 1.2 shares, on the terms and subject to the conditions set forth therein. The Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and the Initial PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the transactions contemplated by the Merger Agreement. Surviving Pubco Shares to be issued and sold to the Initial PIPE Investor pursuant to the Subscription Agreement will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Subscription Agreement provides the Initial PIPE Investor with certain customary registration rights. The Subscription Agreement further provides that one-sixth of the Surviving Pubco Shares issued to the PIPE Investors will be subject to certain transfer restrictions. Use of Proceeds The registration statement on Form S-1 (File No. 333-255292) for our Initial Public Offering was declared effective by the SEC on May 24, 2021. On May 27, 2021, the Company consummated the Initial Public Offering of 27,500,000 Class A ordinary shares, including 2,500,000 shares as a result of the underwriters’ partial exercise of their overallotment option, at an offering price of $10.00 per share. The gross proceeds from the Initial Public Offering were $275,000,000 in aggregate. A total of $275,000,000 of the net proceeds of the Initial Public Offering and Private Placement (inclusive of the underwriters’ deferred discount of $9,625,000, which has subsequently been waived by the underwriters) was placed in the Trust Account. Transaction costs amounted to approximately $16.1 million, of which approximately $9.6 million was for deferred underwriting commissions (which has subsequently been waived by the underwriters). There has been no material change in the planned use of proceeds from such use as described in the Company’s registration statement on Form S-1 (File No. 333-255292). 46 Table of Contents Item 6. [Reserved]