CONTROLS AND PROCEDURES
−Removed: Evaluation of Disclosure Controls and Procedures
−Removed: Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended December 31, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
−Removed: Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2022 because of a material weakness in our internal control over financial reporting described below.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: Specifically, the Company’s management has concluded that our control around the interpretation and accounting for extinguishment of a significant contingent obligation was not effectively designed or maintained.
−Removed: This material weakness resulted in the restatement of the Company’s interim financial statements for the quarters ended June 30, 2022 and September 30, 2022.
−Removed: As a result, our management performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with generally accepted in the United States of America.
−Removed: Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, our financial position, result of operations and cash flows of the periods presented.
−Removed: Management understands that the accounting standards applicable to our financial statements are complex and has since the inception of the Company benefited from the support of experienced third-party professionals with whom management has regularly consulted with respect to accounting issues.
−Removed: Management intends to continue to further consult with such professionals in connection with accounting matters.
−Removed: Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Management’s Report on Internal Controls Over Financial Reporting
−Removed: As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.
−Removed: Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S.
−Removed: Our internal control over financial reporting includes those policies and procedures that:
−Removed: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;
−Removed: provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.
−Removed: GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;
−Removed: provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.
−Removed: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.
−Removed: Management assessed the effectiveness of our internal control over financial reporting at December 31, 2022.
−Removed: In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).
−Removed: Based on our assessments and those criteria, management determined that our internal controls over financial reporting were not effective as of December 31, 2022.
−Removed: This Report does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.
+Added: Controls and Procedures
+Added: The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is processed, recorded, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
+Added: The Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023, the end of the period covered by this report.
+Added: Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded, as of that time, the disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below.
+Added: Notwithstanding the identified material weaknesses, management, including our Chief Executive Officer and Chief Financial Officer, believes the consolidated financial statements included in this Annual Report fairly represent, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with U.S.
+Added: Generally Accepted Accounting Principles.
+Added: Previously Disclosed Material Weaknesses
+Added: As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, we identified material weaknesses in our internal control over financial reporting.
+Added: During fiscal years 2021, 2022 and 2023, the Company began implementing a remediation plan to address the material weaknesses identified as of December 31, 2021.
+Added: The Company has designed, implemented, and operated controls over user access to certain information systems to ensure adequate restriction of users and privileged access to transaction processing applications.
+Added: Therefore, management has concluded that this material weakness was remediated as of December 31, 2023.
+Added: Further, the Company expanded its finance and accounting team, including hiring a number of additional individuals with the requisite technical accounting and finance knowledge and experience to assist with the enhancement and implementation of internal control policies and procedures related to the accounting matters in our business.
+Added: While progress has been made to enhance our internal control over financial reporting, the root cause of the material weaknesses related to the appropriate review and documentation of controls has not yet been addressed.
+Added: While the Company has designed, implemented, and operated certain of the necessary controls, we have not been able to consistently document the execution of such controls at an appropriate level of detail and precision.
+Added: While we believe that our efforts have improved our internal control over financial reporting and resulted in the remediation of certain of the material weaknesses previously identified, remediation of the remaining material weaknesses existing as of December 31, 2023, as described below will require further validation and testing of design and operating effectiveness over a sustained period of financial reporting cycles.
+Added: Additionally, as previously described in Part II, Item 9A of the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed by FWAC, prior to the Merger, FWAC’s management identified that FWAC’s control around the interpretation and accounting for extinguishment of a significant contingent obligation was not effectively designed or maintained.
+Added: That material weakness resulted in the restatement of FWAC’s interim financial statements for the quarters ended June 30, 2022, and September 30, 2022.
+Added: In connection with our evaluation of internal control over financial reporting for the year ended December 31, 2023, management concluded this material weakness was remediated.
+Added: Management ’ s Report on Internal Control over Financial Reporting
+Added: Management is responsible for establishing and maintaining adequate internal control over financial reporting for our Company, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
+Added: Internal control over financial reporting consists of policies and procedures that:
+Added: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) are designed and operated to provide reasonable assurance regarding the reliability of the Company's financial reporting and the Company's process for the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
+Added: Management has conducted an assessment, including testing, of the effectiveness of our internal control over financial reporting as of December 31, 2023.
+Added: In making our assessment of internal control over financial reporting, management used the criteria in Internal Control -- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
+Added: Based on this assessment, management, with the participation of the Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2023, the Company’s internal control over financial reporting was not effective due to the material weaknesses in internal control over financial reporting described below.
+Added: Material Weaknesses in Internal Control over Financial Reporting
+Added: Management identified material weaknesses in our internal control over financial reporting in connection with our assessment as of and for the year ended December 31, 2023.
+Added: A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
+Added: The following control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to:
+Added: (i) the lack of appropriate segregation of duties within the accounting and finance groups and (ii) the ineffective design, implementation, and operation of controls relevant to the financial reporting process, specifically related to the documentation of the review of controls.
+Added: Management ’ s Remediation Plan
+Added: The following remedial actions have been identified and initiated as of December 31, 2023:
+Added: We will continue to hire and train additional accounting resources that have the requisite levels of experience.
+Added: We will reallocate responsibilities across the finance organization to allow for the appropriate segregation of duties to be applied.
+Added: We will re-evaluate the permissions of user roles within our accounting system in order to establish more appropriate segregation of duties.
+Added: We will continue to enhance our internal control documentation for key controls to ensure the appropriate assignment of preparers and reviewers and the establishment of policies and procedures that would require control performers to document the execution of controls with the appropriate level of precision and supporting evidence.
+Added: As we continue to evaluate our internal control over financial reporting, we may determine that additional or different measures to address control deficiencies or modifications to our remediation plan are necessary.
+Added: The material weaknesses cannot be considered remediated until the applicable controls are fully implemented, have operated for a sufficient period of time and management has concluded that these controls are operating effectively through testing.
Changes in Internal Control Over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except as noted below.
−Removed: Our principal executive officer and principal financial officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for extinguishment of a significant contingent obligation.
−Removed: The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting.
−Removed: While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.
+Added: Aside from the above items, there has not been any change in our internal control over financial reporting during the three months ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
+Added: Insider Trading Arrangements
+Added: On December 15, 2023 , Manuel Chavez, III , our Chief Executive Officer , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) under the Exchange Act.
+Added: The trading plan provides for the purchase of an aggregate of up to 142,000 shares of Common Stock.
+Added: The trading plan will terminate on September 30, 2024, subject to early termination for certain specified events set forth in the trading plan.
+Added: During the fiscal quarter ended December 31, 2023, no other directors or officers (as defined in Rule 16a - 1 (f) under the Exchange Act) adopted or terminated a "Rule 10b5 - 1 trading arrangement" or "non-Rule 10b5 - 1 trading arrangement," as those terms are defined in Regulation S-K, Item 408.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 unchanged sentence
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: Directors and Executive Officers
−Removed: Our directors and offices are as follows:
−Removed: Brendan Wallace
−Removed: Chief Executive Officer, Chairman and Director
−Removed: Andriy Mykhaylovskyy
−Removed: Chief Financial Officer and Director
−Removed: Poonam Sharma Mathis
−Removed: Amanda Parness
−Removed: Brendan Wallace serves as our Chief Executive Officer and Chairman.
−Removed: Wallace also serves as a co-founder and Managing Partner at Fifth Wall since May 2016, where he also serves as the chairman of the investment committee, Mr.
−Removed: Wallace is also the Chairman of the Board and Chief Executive Officer of Fifth Wall Acquisition Corp.
−Removed: Prior to starting Fifth Wall, Mr.
−Removed: Wallace co-founded Identified Inc., a venture-backed data and analytics company, in January 2009, that was subsequently acquired by Workday, Inc.
−Removed: in February 2014.
−Removed: was involved in the founding of Maxi Mobility Spain, S.L.
−Removed: (d/b/a Cabify) in September 2012.
−Removed: Wallace has been an active investor, leading more than 65 angel investments including Dollar Shave Club, Bonobos, Carbon38, Clutter, Inc., Philz Coffee, Inc., Allbirds, Inc., MasterClass, Roofstock, Inc., Common Living, Inc.
−Removed: Wallace started his career at The Goldman Sachs Group, Inc.
−Removed: in the real estate, hospitality, and gaming investment banking before joining The Blackstone Group Inc.’s real estate private equity group where he was involved with the buyout of Hilton Hotels and Equity Office Properties.
−Removed: Wallace received his B.A.
−Removed: Summa Cum Laude in Political Science from Princeton University in 2004 and received his M.B.A.
−Removed: from Stanford University in 2010.
−Removed: We believe Mr.
−Removed: Wallace is well suited to be a member of our board of directors based on his extensive investment experience.
−Removed: Andriy Mykhaylovskyy serves as our Chief Financial Officer and director.
−Removed: Mykhaylovskyy is a Managing Partner and Chief Operating Officer at Fifth Wall since April 2017, where he oversees the firm’s day-to-day operations and investing activities.
−Removed: Mykhaylovskyy also serves as Chief Financial Officer of Fifth Wall Acquisition Corp.
−Removed: Prior to joining Fifth Wall, Mr.
−Removed: Mykhaylovskyy was a Principal and founding team member at Evergreen Coast Capital, a technology-focused private equity affiliate of Elliott Management Corporation, from January 2016 to March 2017.
−Removed: Mykhaylovskyy’s other previous leadership roles include serving as the Vice President at The Gores Group from May 2014 to January 2016 and Chief Financial Officer of Identified, Inc., a data and analytics company, from August 2013 to February 2014.
−Removed: Mykhaylovskyy started his career in investment banking at Morgan Stanley & Co.
−Removed: LLC, where he offered financial advisory and capital-raising services to global industrial corporations, before joining technology-focused private equity firm Francisco Partners as an associate.
−Removed: Mykhaylovskyy received his B.A.
−Removed: in Economics from Princeton University in 2007 and received his M.B.A.
−Removed: from Stanford University in 2013.
−Removed: We believe Mr.
−Removed: Mykhaylovsky’s financial expertise and experience in evaluating and investing in technology and data analytics companies makes him well qualified to serve on our board of directors.
−Removed: Adeyemi Ajao has been a member of our board of directors since April 2021.
−Removed: Ajao has been a director of Fifth Wall Acquisition Corp.
−Removed: II since April 2021.
−Removed: Ajao is also Co-founder & Managing Partner at Base10 Partners which was founded in January 2017.
−Removed: Ajao was the co-founder and CEO of Tuenti (The “Spanish Facebook”) from January 2005 to July 2010 which was acquired by Telefonica in 2010 for $100M.
−Removed: He also was the co-founder and CEO of Identified from June 2010 to February 2014 which was acquired by Workday in 2014.
−Removed: He was also a founding investor of Cabify in July 2011 (the largest ridesharing company in Latin America currently valued at over $1B).
−Removed: While at Workday from February 2014 to September 2016, Mr.
−Removed: Ajao led launch to Workday Ventures, the first fund focused on Applied AI for Enterprise Software and was VP of Technology Strategy.
−Removed: Ajao graduated from Icade University in Spain in 2005 with a Master of Science in Finance and a Juris Doctor.
−Removed: Ajao graduated from Stanford University in 2010 with a Master of Business Administration.
−Removed: Ajao also holds a certificate from Stanford University in Machine Learning.
−Removed: We believe Mr.
−Removed: Ajao’s prior leadership experience makes him well qualified to serve on our board of directors.
−Removed: Alana Beard has been a member of our board of directors since April 2021.
−Removed: Beard has been a director of Fifth Wall Acquisition Corp.
−Removed: II since April 2021.
−Removed: She is also President of the 318 Foundation, Inc., a non-profit organization, since January 2021.
−Removed: Beard is currently a director of SmartRent, Inc.
−Removed: Prior to joining SVB, Alana was a member of the WNBA Los Angeles Sparks organization from April 2012 to January 2020 and an ESPN/ACC women’s college basketball analyst from October 2019 to March 2020.
−Removed: During her career with the Sparks, Ms.
−Removed: Beard was a four-time WNBA All-Star, won the WNBA championship in 2016 and was named WNBA Defensive Player of the Year for the 2017 and 2018 seasons.
−Removed: Beard graduated from Duke University in 2004 with a bachelor’s degree in Sociology.
−Removed: We believe Ms.
−Removed: Beard’s prior leadership experience makes her well qualified to serve on our board of directors.
−Removed: Poonam Sharma Mathis has been a member of our board of directors since April 2021.
−Removed: Mathis has been a director of Fifth Wall Acquisition Corp.
−Removed: II since April 2021.
−Removed: Mathis is also a serial entrepreneur, real estate industry veteran and public speaker with a passion for innovating around the built world.
−Removed: Most recently CEO of Raise, she aimed to revolutionize childcare for the future of work.
−Removed: Previously, she founded StealthForce, (the gig economy of real estate;
−Removed: a resource and project management platform for CRE), which was exited in early 2019.
−Removed: Prior to StealthForce, she was Deputy to the Head of Global Real Estate Asset Management at Partners Group AG ($40 billion AUM), and earlier employee 13 at The Gerson Lehrman Group, which was the world’s first institutional expert network.
−Removed: Mathis earned her Bachelor of Arts at Harvard and Master of Business Administration at Wharton, and spent over a decade in real estate development and investment.
−Removed: Twice named a top female CEO in CREtech, she has been featured in The New York Times, Inc.
−Removed: Magazine, Harvard Business Review, NBC News, and more.
−Removed: She is also an author and experienced public speaker (ULI, ICSC, CRETech, etc.) who has published four books in five languages which have been printed worldwide.
−Removed: We believe Ms.
−Removed: Mathis’s prior leadership experience makes her well qualified to serve on our board of directors.
−Removed: Amanda Parness has been a member of our board of directors since April 2021.
−Removed: Parness has been a director of Fifth Wall Acquisition Corp.
−Removed: II since April 2021.
−Removed: In January 2020, Ms.
−Removed: Parness became CEO and Founder of Spring Advisory Services.
−Removed: From May 2019 to December 2019, Ms.
−Removed: Parness was Managing Director, Head of U.S.
−Removed: Private Equity Funds at Caisse de Depot et Investment du Quebec (CDPQ).
−Removed: From September 1998 to May 2019, Ms.
−Removed: Parness was a Managing Principal at GoldPoint Partners, New York Life Insurance Company’s private equity subsidiary.
−Removed: Parness was a Financial Analyst in the Equity Research Group at Goldman Sachs & Co.
−Removed: from January 1994 to July 1996.
−Removed: Parness graduated from Barnard College at Columbia University in 1993 with a Bachelor of Arts in Economics and a Bachelor of Arts in English Literature, and in 1998 graduated with a Masters of Business Administration in Finance from Columbia Business School.
−Removed: We believe Ms.
−Removed: Parness’s prior leadership experience makes her well qualified to serve on our board of directors.
−Removed: Number and Terms of Office of Officers and Directors
−Removed: Our board of directors is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term.
−Removed: The term of office of the first class of directors, consisting of Alana Beard and Poonam Sharma Mathis, is expected to expire at our first annual meeting of shareholders.
−Removed: The term of office of the second class of directors, consisting of Amanda Parness and Adeyemi Ajao, is expected to expire at our second annual meeting of shareholders.
−Removed: The term of office of the third class of directors, consisting of Brendan Wallace and Andriy Mykhaylovskyy, will expire at our third annual meeting of shareholders.
−Removed: Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our Class B ordinary shares.
−Removed: In addition, prior to the completion of an initial business combination, holders of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason.
−Removed: Pursuant to an agreement entered into concurrently with the IPO, upon consummation of an initial business combination and for so long as our sponsor and its permitted transferees collectively hold at least 50% of the number of ordinary shares held by the sponsor following the IPO (after giving appropriate effect to any sub-divisions, reverse share sub-divisions or other similar corporate transactions, or any adjustment to the conversion rate of the Class B ordinary shares in connection with an initial business combination) through our sponsor, Fifth Wall, will be entitled to nominate one person for appointment to our board of directors.
−Removed: Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.
−Removed: Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.
−Removed: Our amended and restated memorandum and articles of association provides that our officers may consist of one or more chairperson of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.
−Removed: Committees of the Board of Directors
−Removed: Our board of directors has three standing committees:
−Removed: an audit committee, nominating committee and a compensation committee.
−Removed: Our audit committee, our nominating committee and our compensation committee is composed solely of independent directors.
−Removed: Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.
−Removed: Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors.
−Removed: Each committee operates under a charter that was approved by our board and has the composition and responsibilities described below.
−Removed: Audit Committee
−Removed: Adeyemi Ajao, Poonam Sharma Mathis and Amanda Parness serve as members of the audit committee and Amanda Parness serves as chair of the audit committee.
−Removed: Our board of directors has determined that each of Adeyemi Ajao, Poonam Sharma Mathis and Amanda Parness is independent within the meaning of Nasdaq listing standards and SEC rules applicable to audit committee members.
−Removed: Each member of the audit committee meets the financial literacy requirements of Nasdaq and our board of directors has determined that Amanda Parness qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.
−Removed: We have adopted an audit committee charter, which details the principal functions of the audit committee, including:
−Removed: meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;
−Removed: monitoring the independence of the independent registered public accounting firm;
−Removed: verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
−Removed: inquiring and discussing with management our compliance with applicable laws and regulations;
−Removed: pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
−Removed: appointing or replacing the independent registered public accounting firm;
−Removed: determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
−Removed: establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;
−Removed: monitoring compliance on a quarterly basis with the terms of the IPO and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of the IPO;
−Removed: reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates.
−Removed: Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.
−Removed: Nominating Committee
−Removed: The members of our nominating and corporate governance committee are Adeyemi Ajao, Alana Beard and Poonam Sharma Mathis.
−Removed: Adeyemi Ajao serves as chair of the nominating and corporate governance committee.
−Removed: Our board of directors has determined that each of Adeyemi Ajao, Alana Beard and Poonam Sharma Mathis is independent within the meaning of Nasdaq director independence standards.
−Removed: The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors.
−Removed: The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.
−Removed: Guidelines for Selecting Director Nominees
−Removed: The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:
−Removed: should have demonstrated notable or significant achievements in business, education or public service;
−Removed: should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations;
−Removed: should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.
−Removed: The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors.
−Removed: The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.
−Removed: The nominating committee does not distinguish among nominees recommended by shareholders and other persons.
−Removed: Compensation Committee
−Removed: Alana Beard, Poonam Sharma Mathis and Amanda Parness serve as members of the compensation committee and Poonam Sharma Mathis serves as chair of the compensation committee.
−Removed: Our board of directors has determined that each of Alana Beard, Poonam Sharma Mathis and Amanda Parness are independent within the meaning of Nasdaq listing standards applicable to compensation committee members.
−Removed: We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:
−Removed: reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
−Removed: reviewing and approving the compensation of all of our other Section 16 executive officers;
−Removed: reviewing our executive compensation policies and plans;
−Removed: implementing and administering our incentive compensation equity-based remuneration plans;
−Removed: assisting management in complying with our proxy statement and annual report disclosure requirements;
−Removed: approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
−Removed: producing a report on executive compensation to be included in our annual proxy statement;
−Removed: reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
−Removed: The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.
−Removed: However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.
−Removed: Compensation Committee Interlocks and Insider Participation
−Removed: None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.
−Removed: Code of Business Conduct and Ethics
−Removed: We have adopted a Code of Ethics applicable to our directors, officers and employees.
−Removed: A copy of the Code of Ethics will be provided without charge upon request from us.
−Removed: We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.
−Removed: Conflicts of Interest
−Removed: Under Cayman Islands law, directors and officers owe the following fiduciary duties:
−Removed: duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;
−Removed: duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;
−Removed: duty to not improperly fetter the exercise of future discretion;
−Removed: duty to exercise powers fairly as between different sections of shareholders;
−Removed: duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;
−Removed: duty to exercise independent judgment.
−Removed: In addition to the above, directors also owe a duty of care which is not fiduciary in nature.
−Removed: This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.
−Removed: As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position.
−Removed: However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors.
−Removed: This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.
−Removed: Fifth Wall and each of our officers and directors presently has, and any of them in the future may have, additional, fiduciary, contractual or other obligations to other entities pursuant to which such persons is or will be required to present a business combination opportunity.
−Removed: Accordingly, if Fifth Wall or any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which such person has then-current fiduciary, contractual or other obligations to present such opportunity to such entity (including Fifth Wall Acquisition Corp.
−Removed: II) first, such person will honor such fiduciary, contractual or other obligations to present such opportunity to such entity, in which case such opportunity may not be made available to us and Fifth Wall or such person will only present such opportunity to us if such other entity rejects the opportunity and consummating the transaction would not violate any restrictive covenants or other legal obligations to which such officers and directors are subject, including their fiduciary duties under Cayman Islands law.
−Removed: If any officer or director serving Fifth Wall Acquisition Corp.
−Removed: II or Fifth Wall Acquisition Corp.
−Removed: III becomes aware of a business combination opportunity with a proptech company serving the residential real estate industry (and no other parties to which such officers or
−Removed: directors may owe any fiduciary, contractual or other obligations, including in the case of officers and directors associated or affiliated with Fifth Wall, Fifth Wall, wish to pursue such opportunity), such officers and directors will present the opportunity to Fifth Wall Acquisition Corp.
−Removed: In all other cases, the opportunity will be first presented to Fifth Wall Acquisition Corp.
−Removed: Further, Fifth Wall and each of our officers and directors have duties and obligations with respect to confidentiality to other entities and may in the future agree to additional such duties or obligations, which may prevent Fifth Wall and such officers and directors from disclosing such information to us.
−Removed: Fifth Wall and our officers and directors will comply with such duties and obligations of confidentiality to such other entities, in which case, we may not have access to such information.
−Removed: In addition, we may, at our option, pursue an Affiliated Joint Acquisition opportunity with an entity to which Fifth Wall or an officer or director currently has, or may in the future have, a fiduciary or contractual obligation.
−Removed: Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the business combination by making a specified future issuance to any such entity.
−Removed: Any such business combination may require additional consents from third parties outside the control of our directors, officers or Fifth Wall, including any such business combination that requires the consent of the limited partner advisory committee of one or more investment funds managed or advised by Fifth Wall.
−Removed: We may be prevented from pursuing an Affiliated Joint Acquisition or other similar business combination if such consents are not obtained.
−Removed: Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law:
−Removed: (i) no individual serving as a director or an officer shall have any duty, except to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us;
−Removed: and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
−Removed: Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or similar contractual obligations:
−Removed: Entity’s Business
−Removed: Brendan Wallace
−Removed: Investments and Advisory
−Removed: Co-Founder and Managing Partner
−Removed: Global Uprising, PBC
−Removed: Retail & wholesale products
−Removed: Board Member of Portfolio Company
−Removed: Honest Networks, Inc.
−Removed: Internet service provider
−Removed: Board Member of Portfolio Company
−Removed: Loft Holdings Ltd
−Removed: Real-estate platform to buy, sell, and rent residential and commercial properties.
−Removed: Board Member of Portfolio Company
−Removed: Fifth Wall Acquisition Corp.
−Removed: Special Purpose Acquisition Company
−Removed: Chairman of the Board and Chief Executive Officer
−Removed: Fifth Wall Acquisition Sponsor I, LLC
−Removed: Special Purpose Acquisition Company sponsor
−Removed: Fifth Wall Acquisition Sponsor II, LLC
−Removed: Special Purpose Acquisition Company sponsor
−Removed: Andriy Mykhaylovskyy
−Removed: Investments and Advisory
−Removed: Managing Partner and Chief Operating Officer
−Removed: FHF Ventures, Ltd
−Removed: Board Member of Portfolio Company
−Removed: Fifth Wall Acquisition Corp.
−Removed: Special Purpose Acquisition Company
−Removed: Chief Financial Officer
−Removed: Fifth Wall Acquisition Sponsor I, LLC
−Removed: Special Purpose Acquisition Company sponsor
−Removed: Fifth Wall Acquisition Sponsor II, LLC
−Removed: Special Purpose Acquisition Company sponsor
−Removed: Base10 Partners
−Removed: Venture capital
−Removed: Co-founder & Managing Partner
−Removed: Fifth Wall Acquisition Corp.
−Removed: Special Purpose Acquisition Company
−Removed: Fifth Wall Acquisition Corp.
−Removed: Special Purpose Acquisition Company
−Removed: 318 Foundation, Inc.
−Removed: SmartRent, Inc.
−Removed: Amanda Parness
−Removed: Spring Advisory Services
−Removed: Chief Executive Officer
−Removed: Fifth Wall Acquisition Corp.
−Removed: Special Purpose Acquisition Company
−Removed: Poonam Sharma Mathis
−Removed: Fifth Wall Acquisition Corp.
−Removed: Special Purpose Acquisition Company
−Removed: Potential investors should also be aware of the following other potential conflicts of interest:
−Removed: In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated (including Fifth Wall Acquisition Corp.
−Removed: Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
−Removed: Our sponsor and its transferees, if any, have agreed to waive their redemption rights with respect to any Class B ordinary shares and any Public Shares held by them in connection with the consummation of our initial business combination.
−Removed: Additionally, our sponsor has agreed to waive its redemption rights with respect to any Class B ordinary shares held by it if we fail to consummate our initial business combination within 24 months after the closing of the IPO.
−Removed: However, if our sponsor acquires Public Shares, it will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to consummate an initial business combination within 24 months from the closing of the IPO.
−Removed: If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of our Public Shares, and the Private Placement Shares will expire worthless.
−Removed: With certain limited exceptions, the Class B ordinary shares will not be transferable, assignable by our sponsor or certain of our directors that hold Class B ordinary shares (or any other permitted assigns, if any) until the earlier of:
−Removed: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our Class A ordinary shares equals or exceeds $12.00 per ordinary share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.
−Removed: With certain limited exceptions, the Private Placement Shares and the Class A ordinary shares, will not be transferable, assignable or salable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination.
−Removed: Since our sponsor and officers and directors may directly or indirectly own ordinary shares following the IPO, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to complete our initial business combination.
−Removed: Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.
−Removed: Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination.
−Removed: Up to $1,500,000 of such loans may be convertible into Class A ordinary shares at a price of $10.00 per ordinary share at the option of the lender.
−Removed: Such shares would be identical to the Private Placement Shares, including as to exercise price, exercisability and exercise period.
−Removed: The conflicts described above may not be resolved in our favor.
−Removed: We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsor, officers or directors or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors.
−Removed: In the event we seek to complete our initial business combination with (a) a business combination target that is affiliated with our sponsor or any of our officers or directors or (b) a business combination target that we know or should reasonably know is affiliated with a member of our sponsor owning at least 5% of the membership interests in the sponsor, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking which is a member of FINRA or a valuation or appraisal firm, that such initial business combination is fair to our company from a financial point of view.
−Removed: We are not required to obtain such an opinion in any other context.
−Removed: Furthermore, in no event will our sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by the company any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination except that following the closing of the IPO, we entered into an administrative support agreement with an affiliate of our sponsor pursuant to which we have agreed to pay the sponsor affiliate a total of up to $17,500 per month for office space and professional, secretarial, administrative and support services provided to us.
−Removed: In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor has agreed to vote any Class B ordinary shares held by it and any Public Shares purchased during or after the offering in favor of our initial business combination and our officers and directors have also agreed to vote any Public Shares purchased during or after the offering in favor of our initial business combination.
−Removed: If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company.
−Removed: In such case, our sponsor and each member of our management team have agreed to vote their Class B ordinary shares, Private Placement Shares and Public Shares in favor of our initial business combination.
−Removed: Limitation on Liability and Indemnification of Officers and Directors
−Removed: Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime.
−Removed: Our amended and restated memorandum and articles of association provides for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.
−Removed: We entered into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association.
−Removed: We purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.
−Removed: Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of Public Shares).
−Removed: Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination.
−Removed: Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.
−Removed: These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders.
−Removed: Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
−Removed: We believe that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
+Added: The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2023 in connection with the Company's 2024 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K.
EXECUTIVE COMPENSATION
−Removed: In May 24, 2021, our sponsor transferred 30,000 Class B ordinary shares to each of Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis and Amanda Parness.
−Removed: None of our executive officers or directors have received any cash compensation for services rendered to us.
−Removed: Our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
−Removed: Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, executive officers or directors, or our or their affiliates.
−Removed: Any such payments prior to an initial business combination will be made from funds held outside the Trust Account.
−Removed: Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.
−Removed: Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.
−Removed: After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company.
−Removed: All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.
−Removed: We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.
−Removed: It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.
−Removed: Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
−Removed: We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.
−Removed: The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.
−Removed: We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
+Added: The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2023 in connection with the Company's 2024 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 22, 2023 by:
−Removed: each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;
−Removed: each of our executive officers and directors;
−Removed: all our executive officers and directors as a group.
−Removed: Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them.
−Removed: Class B Ordinary Shares
−Removed: Class A Ordinary Shares
−Removed: Name of Beneficial Owner (1)
−Removed: Fifth Wall Acquisition sponsor III LLC (our sponsor)
−Removed: Empyrean Capital Overseas Master Fund, Ltd.
−Removed: Sculptor Capital LP (4)
−Removed: Saba Capital Management, L.P.
−Removed: Aristeia Capital, L.L.C.
−Removed: Andriy Mykhaylovskyy (7)
−Removed: Brendan Wallace (7)
−Removed: Poonam Sharma Mathis
−Removed: Amanda Parness
−Removed: All officers and directors a group (7 individuals)
−Removed: Less than 1%.
−Removed: Unless otherwise noted, the business address of each of our shareholders is 1 Little West 12th Street, 4 th Floor, New York, New York 10014.
−Removed: Our sponsor is the record holder of such shares.
−Removed: Andriy Mykhaylovskyy and Brendan Wallace are the managing members of our sponsor and therefore, may be deemed to have beneficial ownership of the ordinary shares held directly by our sponsor.
−Removed: Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
−Removed: Mykhaylovskyy and Mr.
−Removed: Wallace are U.S.
−Removed: Information based on the Schedule 13G/A filed on February 14, 2023 by Empyrean Capital Overseas Master Fund, Ltd.
−Removed: (“ECOMF”), which directly holds Class A Shares, Empyrean Capital Partners, LP (“ECP”), which serves as investment manager to ECOMF with respect to the Class A Shares directly held by ECOMF, and Mr.
−Removed: Amos Meron, who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the Class A Shares directly held by ECOMF.
−Removed: Each of ECP and Mr.
−Removed: Meron may be deemed to have shared voting and dispositive power with respect to the Class A Shares directly held by ECOMF.
−Removed: The address of each of ECP, ECOMF and Mr.
−Removed: Meron is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.
−Removed: Based on the Schedule 13G/A filed with the SEC on February 14, 2023 by Sculptor Capital LP (“Sculptor”).
−Removed: According to its Schedule 13G/A, Sculptor reported having sole voting power over no shares, shared voting power over 1,799,254 Class A Shares, sole dispositive power over no shares and shared dispositive power over 1,799,254 Class A Shares.
−Removed: Sculptor Capital LP (“Sculptor”), a Delaware limited partnership, is the principal investment manager to a number of private funds and discretionary accounts (collectively, the “Accounts”).
−Removed: Sculptor Capital II LP (“Sculptor-II”), a Delaware limited partnership that is wholly owned by Sculptor, also serves as the investment manager to certain of the Accounts.
−Removed: The Class A Shares reported are held in the Accounts managed by Sculptor and Sculptor-II.
−Removed: Sculptor Capital Holding Corporation (“SCHC”), a Delaware corporation, serves as the general partner of Sculptor.
−Removed: Sculptor Capital Holding II LLC (“SCHC-II”), a Delaware limited liability company that is wholly owned by Sculptor, serves as the general partner of Sculptor-II.
−Removed: Sculptor Capital Management, Inc.
−Removed: (“SCU”), a Delaware limited liability company, is a holding company that is the sole shareholder of SCHC and the ultimate parent company of Sculptor and Sculptor-II.
−Removed: Sculptor Master Fund, Ltd.
−Removed: (“SCMF”) is a Cayman Islands company.
−Removed: Sculptor is the investment adviser to SCMF.
−Removed: Sculptor Special Funding, LP (“NRMD”) is a Cayman Islands exempted limited partnership that is wholly owned by SCMF.
−Removed: Sculptor Credit Opportunities Master Fund, Ltd.
−Removed: (“SCCO”) is a Cayman Islands company.
−Removed: Sculptor is the investment adviser to SCCO.
−Removed: Sculptor SC II LP (“NJGC”) is a Delaware limited partnership.
−Removed: Sculptor-II is the investment adviser to NJGC.
−Removed: The address of the principal business offices of Sculptor, Sculptor-II, SCHC, SCHC-II, SCU, SCMF, NRMD, SCCO and NJGC is 9 West 57 Street, 39 Floor, New York, NY 10019.
−Removed: Information based on the Schedule 13G filed on February 14, 2023 by Saba Capital Management, L.P.
−Removed: (“Saba LP”), Saba Capital Management GP, LLC (“Saba GP”) and Boaz R.
−Removed: Weinstein (“Mr.
−Removed: Saba LP is organized as a limited partnership under the laws of the State of Delaware, Saba GP is organized as a limited liability company under the laws of the State of Delaware and Mr.
−Removed: Weinstein is a citizen of the United States.
−Removed: The address of the principal business offices of Saba LP, Saba GP and Weinstein is 405 Lexington Avenue, 58th Floor, New York, New York 10174.
−Removed: Shares beneficially owned are based on a Schedule 13G filed with the SEC on February 13, 2023 by Aristeia Capital, L.L.C.
−Removed: (“Aristeia”).
−Removed: According to the Schedule 13G, Aristeia is the investment manager of, and has voting and investment control with respect to the securities described herein held by, one or more private investment funds.
−Removed: The address for Aristeia is One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830.
−Removed: Does not include any shares indirectly owned as a result of interest held in our sponsor.
−Removed: Our sponsor beneficially owns approximately 21.7% of the issued and outstanding ordinary shares.
−Removed: Because of this ownership block, our sponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions including our initial business combination.
−Removed: Our sponsor and our directors and executive officers have agreed (a) to vote any founder shares owned by them in favor of any proposed business combination and (b) not to redeem any founder shares in connection with a shareholder vote to approve a proposed initial business combination.
−Removed: Our sponsor is deemed to be our “promoter” as such term is defined under the federal securities laws.
+Added: The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2023 in connection with the Company's 2024 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: Class B Ordinary Shares
−Removed: On February 24, 2021, we issued 4,312,500 Class B ordinary shares to our sponsor in exchange for a payment of $25,000 to cover for certain expenses and offering costs on behalf of us.
−Removed: In April 2021, the Company effected a share capitalization for Class B ordinary shares, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding and an aggregate purchase price of approximately $0.003 per ordinary share.
−Removed: All shares and associated amounts have been restated to reflect the share capitalization.
−Removed: On May 24, 2021, our sponsor transferred 30,000 Class B ordinary shares to each of Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis and Amanda Parness.
−Removed: The number of Class B ordinary shares issued was determined based on the expectation that such Class B ordinary shares would represent 20% of the outstanding shares upon completion of the IPO, excluding the Private Placement Shares.
−Removed: 312,500 Class B ordinary shares were forfeited by our sponsor due to the partial exercise of the underwriters’ over-allotment option.
−Removed: The shares transferred to certain of our directors were not subject to forfeiture.
−Removed: The Class B ordinary shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.
−Removed: Private Placement Shares
−Removed: Our sponsor purchased 907,000 Private Placement Shares, at a price of $10.00 per ordinary share in a private placement concurrently with the closing of the IPO for an aggregate purchase price of $9,070,000.
−Removed: The Private Placement Shares are identical to the Class A ordinary shares sold in the IPO, subject to certain limited exceptions as described in the IPO prospectus.
−Removed: Corporate Opportunities
−Removed: Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.
−Removed: As more fully discussed in the section of this report entitled “Item 10.
−Removed: Directors, Executive Officers and Corporate Governance—Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations (including Fifth Wall Acquisition Corp.
−Removed: II), he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity first, in which case such opportunity may not be made available to us, and Fifth Wall or such person will only present such opportunity to us if such other entity rejects the opportunity and consummating the transaction would not violate any restrictive covenants or other legal obligations to which such officers and directors are subject, including to their fiduciary duties under Cayman Islands law.
−Removed: If any officer or director serving Fifth Wall Acquisition Corp.
−Removed: II or Fifth Wall Acquisition Corp.
−Removed: III becomes aware of a business combination opportunity with a proptech company serving the residential real estate industry (and no other parties to which such officers or directors may owe any fiduciary, contractual or other obligations, including in the case of officers and directors associated or affiliated with Fifth Wall, Fifth Wall, wish to pursue such opportunity), such officers and directors will present the opportunity to Fifth Wall Acquisition Corp.
−Removed: In all other cases, the opportunity will be first presented to Fifth Wall Acquisition Corp.
−Removed: Finder’s and Consulting Fees
−Removed: No compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination.
−Removed: However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
−Removed: Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.
−Removed: There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
−Removed: The Company entered into an Administrative Support Agreement (the “Administrative Support Agreement”) with Fifth Wall Ventures Management, LLC (“Management Company”) pursuant to which it agreed to pay Management Company a total of up to $17,500 per month for office space and professional, secretarial, administrative and support services provided to the Company.
−Removed: Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
−Removed: For the period from February 19, 2021 (inception) through December 31, 2021, the Company incurred expenses of $74,000, under this agreement.
−Removed: Promissory Note
−Removed: On February 24, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 pursuant to a promissory note (the “Note”).
−Removed: This loan was non-interest bearing and payable upon the completion of the Initial Public Offering.
−Removed: The Company borrowed approximately $109,000 through the Initial Public Offering.
−Removed: The Company repaid the Note in full upon closing of the Initial Public Offering.
−Removed: Subsequent to the repayment, the facility was no longer available to the Company.
−Removed: Related Party Loans
−Removed: In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.
−Removed: If we complete an initial business combination, we will repay such loaned amounts.
−Removed: In the event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.
−Removed: Up to $1,500,000 of such loans may be convertible into Class A ordinary shares at a price of $10.00 per ordinary share at the option of the lender.
−Removed: The shares would be identical to the Private Placement Shares, including as to exercise price, exercisability and exercise period.
−Removed: The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.
−Removed: We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.
−Removed: As of December 31, 2022, there were no such loans outstanding.
−Removed: Potential Arrangements
−Removed: After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders.
−Removed: It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
−Removed: Registration Rights Agreement
−Removed: We entered into a registration and shareholder rights agreement with respect to the Class B ordinary shares (including shares issuable upon conversion of the Class B ordinary shares) and Private Placement Shares.
−Removed: Upon consummation of our initial business combination and for so long as our sponsor and its permitted transferees collectively hold at least 50% of the number of ordinary shares held by the sponsor upon consummation of the IPO (after giving appropriate effect to any share sub-divisions, reverse share sub-divisions or other similar corporate transactions, or any adjustment to the conversion rate of the Class B ordinary shares in connection with an initial business combination), through our sponsor, Fifth Wall will be entitled to nominate one person for appointment to our board of directors.
−Removed: Policy for Approval of Related Party Transactions
−Removed: The charter of the audit committee of our board of directors provides for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee.
−Removed: At its meetings, the audit committee is provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the
−Removed: transaction, and the benefits of the transaction to the company and to the relevant related party.
−Removed: Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairperson of the committee, participate in some or all of the committee’s discussions of the related party transaction.
−Removed: Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.
−Removed: Director Independence
−Removed: Applicable rules of Nasdaq require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing.
−Removed: An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.
−Removed: Our board of directors has determined that Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis and Amanda Parness are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules.
−Removed: Our independent directors have regularly scheduled meetings at which only independent directors are present, subject to the transition rules described above for newly listed companies.
−Removed: Principal Accountant Fees and Services
−Removed: The firm of WithumSmith+Brown, PC served as the Company’s independent registered public accounting firm from February 19, 2021 (inception) through December 31, 2022.
−Removed: The following is a summary of fees paid to WithumSmith+Brown, PC for services rendered.
−Removed: Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.
−Removed: The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive of required filings with the SEC for the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021, and of services rendered in connection with our IPO, totaled approximately $84,000 and $123,600, respectively.
−Removed: Audit-Related Fees .
−Removed: Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.
−Removed: We did not pay WithumSmith+Brown, PC any audit-related fees for the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021.
−Removed: Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.
−Removed: We did not pay WithumSmith+Brown, PC any tax fees for the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021.
−Removed: All Other Fees .
−Removed: All other fees consist of fees billed for all other services.
−Removed: We did not pay WithumSmith+Brown, PC any other fees for the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021.
−Removed: Pre-Approval Policy
−Removed: The audit committee is responsible for appointing, setting compensation and overseeing the work of the independent auditors.
−Removed: In recognition of this responsibility, the audit committee reviews and, in its sole discretion, pre-approves all audit and permitted non-audit services to be provided by the independent auditors as provided under the audit committee charter.
+Added: The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2023 in connection with the Company's 2024 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K.
+Added: PRINCIPAL ACCOUNTING FEES AND SERVICES
+Added: The information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2023 in connection with the Company's 2024 Annual Meeting of Stockholders, and is hereby incorporated by reference into this Form 10-K.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
−Removed: (a) The following documents are filed as part of this Annual Report:
−Removed: Financial Statements
−Removed: See the “Index” to the Consolidated Financial Statements commencing on page F-1 of this Form 10-K.
−Removed: Financial Statement Schedules
−Removed: All financial statement schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements and notes thereto.
−Removed: We hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index.
−Removed: Agreement and Plan of Merger, dated as of December 13, 2022, by and among Fifth Wall Acquisition Corp.
−Removed: III, Queen Merger Corp.
−Removed: I and Mobile Infrastructure Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 13, 2022).
−Removed: First Amendment to Agreement and Plan of Merger, dated as of March 23, 2023, by and among Fifth Wall Acquisition Corp.
−Removed: III, Queen Merger Corp.
−Removed: I and Mobile Infrastructure Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 23, 2023).
−Removed: Amended and Restated Memorandum and Articles of Association of the Company, effective May 24, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 28, 2021).
−Removed: Description of Securities (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).
−Removed: Investment Management Trust Agreement, dated May 24, 2021, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 28, 2021).
−Removed: Registration and Shareholder Rights Agreement, dated May 24, 2021, by and among the Company, Fifth Wall Acquisition Sponsor III LLC and the other Holders (as defined therein) signatory thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 28, 2021).
−Removed: Form of Indemnity Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed on April 16, 2021).
−Removed: Letter Agreement, dated May 24, 2021, by and among the Company, Fifth Wall Acquisition Sponsor III LLC and each director and executive officer of the Company (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 28, 2021).
−Removed: Private Placement Shares Purchase Agreement, dated May 24, 2021, between the Company and the Fifth Wall Acquisition Sponsor III LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on May 28, 2021).
−Removed: Securities Subscription Agreement between the Company and Fifth Wall Acquisition Sponsor III LLC (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed on April 16, 2021).
−Removed: Promissory Note between the Company and Fifth Wall Acquisition Sponsor III LLC (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 filed on April 16, 2021).
−Removed: Administrative Support Agreement, dated June 7, 2021, between the Company and Fifth Wall Ventures Management (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 8, 2021)
−Removed: Sponsor Lock-up Agreement, dated as of December 13, 2022, by and among Fifth Wall Acquisition Sponsor III LLC, Fifth Wall Acquisition Corp.
−Removed: III, and Mobile Infrastructure Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 13, 2022).
−Removed: Seller Lock-up Agreement, dated as of December 13, 2022, by and among Fifth Wall Acquisition Corp.
−Removed: III, Mobile Infrastructure Corporation and certain security holders of Mobile Infrastructure Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 13, 2022).
−Removed: Sponsor Agreement, dated as of December 13, 2022, by and among Fifth Wall Acquisition Corp.
−Removed: III, Fifth Wall Acquisition Sponsor III LLC, and certain holders of Fifth Wall Acquisition Corp.
−Removed: III’s Class B ordinary shares (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 13, 2022).
−Removed: Form of Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 13, 2022).
−Removed: Support Agreement, dated as of December 13, 2022, by and between Fifth Wall Acquisition Corp.
−Removed: III and Color Up, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on December 13, 2022).
−Removed: Amended and Restated Support Agreement, dated as of March 22, 2023, by and between Fifth Wall Acquisition Corp.
−Removed: III and HSCP Strategic III, L.P (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 23, 2023).
−Removed: Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Certification of the Principal Executive Officer pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Certification of the Principal Financial Officer pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Inline XBRL Instance Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Labels Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
−Removed: Form 10-K Summary
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: FIFTH WALL ACQUISITION CORP.
+Added: (a) Financial Statement Schedules
+Added: See the Index to Consolidated Financial Statements on page F-1 of this report.
+Added: Description of Exhibit
+Added: Exhibit of Annex
+Added: Agreement and Plan of Merger, dated as of December 13, 2022, by and among FWAC, Merger Sub and Legacy MIC
+Added: July 11, 2023
+Added: First Amendment to the Agreement and Plan of Merger, dated as of March 23, 2023, by and among FWAC, Merger Sub and Legacy MIC
+Added: July 11, 2023
+Added: Articles of Incorporation of MIC
+Added: August 31, 2023
+Added: Articles of Merger (effecting the change of the name of MIC to “Mobile Infrastructure Corporation”)
+Added: August 31, 2023
+Added: Bylaws of MIC
+Added: August 31, 2023
+Added: Specimen Common Stock Certificate of MIC
April 11, 2023
−Removed: /s/ Andriy Mykhaylovskyy
−Removed: Andriy Mykhaylovskyy
−Removed: Chief Financial Officer
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
−Removed: /s/ Brendan Wallace
−Removed: Brendan Wallace
−Removed: Chief Executive Officer, Chairman and Director
−Removed: (Principal Executive Officer)
+Added: Warrant Agreement, dated as of August 25, 2021, by and between Legacy MIC and Color Up, LLC
+Added: August 31, 2023
+Added: Warrant Assumption and Amendment Agreement, dated as of August 25, 2023, by and among Legacy MIC, MIC, and Color Up, LLC
+Added: August 31, 2023
+Added: Amended and Restated Warrant Agreement, dated as of August 29, 2023, by and between MIC and Color Up, LLC
+Added: August 31, 2023
+Added: Description of Securities
+Added: Amended and Restated Letter Agreement, dated as of May 11, 2023, by and among FWAC, its executive officers, its directors, and the Sponsor
+Added: MVP REIT II, Inc.
+Added: Long-Term Incentive Plan
+Added: September 24, 2015
+Added: Loan Agreement, dated as of January 10, 2017, by and between MVP Detroit Center Garage, LLC and Bank of America, N.A.
+Added: January 12, 2017
+Added: Loan Agreement, dated as of November 30, 2018, by and among certain subsidiaries of Legacy MIC named as borrowers party thereto and LoanCore Capital Credit REIT LLC as lender
+Added: December 6, 2018
+Added: Contribution Agreement, dated as of March 29, 2019, and effective as of April 1, 2019, among Legacy MIC, MVP Realty Advisors, LLC, dba The Parking REIT Advisors, Vestin Realty Mortgage I, Inc., Vestin Realty Mortgage II, Inc., and Michael V.
+Added: Services Agreement, dated as of March 29, 2019, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., Vestin Realty Mortgage I, Inc., Vestin Realty Mortgage II, Inc., MVP Realty Advisors, LLC, dba The Parking REIT Advisors, and Michael V.
April 3, 2019
−Removed: /s/ Andriy Mykhaylovskyy
−Removed: Andriy Mykhaylovskyy
−Removed: Chief Financial Officer and Director
−Removed: (Principal Financial and Accounting Officer)
+Added: First Amendment to Loan Agreement, dated as of July 9, 2020, by and among certain subsidiaries of Legacy MIC named as borrowers party thereto and LLC Warehouse V LLC as lender and successor-in-interest to LoanCore Capital Credit REIT LLC
+Added: November 16, 2020
+Added: Second Amendment to Loan Agreement, dated as of December 8, 2020, by and among certain subsidiaries of Legacy MIC as borrowers party thereto and LLC Warehouse V LLC as lender and successor-in-interest to LoanCore Capital Credit REIT LLC
+Added: March 31, 2021
+Added: Third Amendment to Loan Agreement, dated as of December 8, 2021, by and among Legacy MIC as guarantor, certain subsidiaries of Legacy MIC as borrowers party thereto, and LoanCore 2021-CRE4 Issuer Ltd.
+Added: as lender and successor-in-interest to LoanCore Capital Credit REIT LLC
+Added: March 30, 2022
+Added: Equity Purchase and Contribution Agreement, dated as of January 8, 2021, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., Michael V.
+Added: Shustek, Vestin Realty Mortgage II, Inc., Vestin Realty Mortgage I, Inc., and Color Up, LLC
+Added: January 14, 2021
+Added: Tax Matters Agreement, dated as of August 25, 2021, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and each Protected Partner identified as a signatory on Schedule I thereto
+Added: August 31, 2021
+Added: Stockholders Agreement, dated as of August 25, 2021, by and between Legacy MIC and the Investors identified on the signature pages thereto
+Added: August 31, 2021
+Added: Assignment of Claims, Causes of Action, and Proceeds, dated as of August 25, 2021, by Legacy MIC in favor of Michael V.
+Added: Shustek, MVP Realty Advisors, LLC, Vestin Realty Mortgage I, Inc., Vestin Realty Mortgage II, Inc., and their designees, successors, representatives, heirs, and assigns
+Added: August 31, 2021
+Added: Software License and Development Agreement, dated as of August 25, 2021, by and between Legacy MIC and DIA Land Co., LLC
+Added: August 31, 2021
+Added: First Amendment to Services Agreement, dated as of August 25, 2021, by and among Legacy MIC, MVP REIT II Operating Partnership, L.P., Vestin Realty Mortgage I, Inc., Vestin Realty Mortgage II, Inc., MVP Realty Advisors, LLC, and Michael V.
+Added: August 31, 2021
+Added: First Amendment to Contribution Agreement, dated as of August 25, 2021, by and among Legacy MIC, Vestin Realty Mortgage I, Inc., Vestin Realty Mortgage II, Inc., MVP Realty Advisors, LLC, and Michael V.
+Added: August 31, 2021
+Added: Securities Purchase Agreement, dated as of November 2, 2021, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and HSCP Strategic III, L.P.
+Added: November 4, 2021
+Added: Class A Unit Agreement, dated as of November 2, 2021, by and between Mobile Infra Operating Partnership, L.P.
+Added: and HSCP Strategic III, L.P.
+Added: November 4, 2021
+Added: Amended and Restated Registration Rights Agreement, dated as of November 2, 2021, by and among Legacy MIC, Color Up, LLC and HSCP Strategic III, L.P.
+Added: November 4, 2021
+Added: Credit Agreement, dated as of March 29, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., certain subsidiaries of Legacy MIC, as borrowers party thereto, KeyBanc Capital Markets and KeyBank, National Association, as administrative agent and lender
April 1, 2022
−Removed: /s/ Adeyemi Ajao
+Added: First Amendment to Credit Agreement, dated as of November 17, 2022, by and among Mobile Infra Operating Partnership, L.P., KeyBank National Association, and the other financial institutions party thereto
+Added: November 22, 2023
+Added: Waiver and Second Amendment to Credit Agreement, dated as of August 25, 2023, by and among Mobile Infra Operating Partnership, L.P., Legacy MIC, each subsidiary of Legacy MIC party thereto, KeyBank National Association, and the other financial institutions party thereto
+Added: August 31, 2023
+Added: Third Amendment to Credit Agreement, dated as of March 1, 2024, by and among Mobile Infra Operating Partnership, L.P., Legacy MIC, each subsidiary of Legacy MIC party thereto, KeyBank National Association, and the other financial institutions party thereto
+Added: March 5, 2024
+Added: Employment Agreement, dated as of August 25, 2021, by and between Legacy MIC and Manuel Chavez
+Added: August 31, 2021
+Added: Employment Agreement, dated as of August 25, 2021, by and between Legacy MIC and Stephanie Hogue
+Added: August 31, 2021
+Added: First Amendment to Employment Agreement, dated as of August 23, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Manuel Chavez
+Added: August 26, 2022
+Added: First Amendment to Employment Agreement, dated as of August 23, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Stephanie Hogue
+Added: August 26, 2022
+Added: Second Amendment to Employment Agreement, dated as of December 13, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Manuel Chavez
+Added: December 14, 2022
+Added: Second Amendment to Employment Agreement, dated as of December 13, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Stephanie Hogue
+Added: December 14, 2022
+Added: Form of Performance Unit Award Agreement
+Added: August 15, 2022
+Added: Form of First Amendment to Performance Unit Agreement
April 11, 2023
−Removed: /s/ Alana Beard
+Added: Form of LTIP Unit Agreement (Director Grants)
+Added: August 15, 2022
+Added: Form of LTIP Unit Agreement (Liquidity Event)
+Added: August 26, 2022
+Added: First Amendment to LTIP Unit Agreement, dated as of December 13, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Manuel Chavez
+Added: December 14, 2022
+Added: First Amendment to LTIP Unit Agreement, dated as of December 13, 2022, by and among Legacy MIC, Mobile Infra Operating Partnership, L.P., and Stephanie Hogue
+Added: December 14, 2023
+Added: Form of First Amendment to LTIP Unit Agreement
April 11, 2023
−Removed: /s/ Poonam Sharma Mathis
−Removed: Poonam Sharma Mathis
+Added: Form of Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC Performance Unit Award Agreement
April 11, 2023
−Removed: /s/ Amanda Parness
−Removed: Amanda Parness
+Added: Form of Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC LTIP Unit Award Agreement
April 11, 2023
−Removed: Index to Consolidated financial statements
−Removed: Report of Independent Public Accounting Firm
−Removed: Consolidated Balance Sheets as of December 31, 2022 and 2021
−Removed: Consolidated Statements of Operations for the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021
−Removed: Consolidated Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021
−Removed: Consolidated Statements of Cash Flows for the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021
−Removed: Notes to Consolidated Financial Statements
+Added: Mobile Infrastructure Corporation and Mobile Infra Operating Company, LLC 2023 Incentive Award Plan
+Added: July 11, 2023
+Added: Registration Rights Agreement, dated as of August 25, 2023, by and among MIC, FWAC, the FWAC Sponsor Holders identified on Schedule A thereto, the MIC Holders identified on Scheduled B thereto, and the Preferred Holders identified on Schedule C thereto
+Added: August 31, 2023
+Added: Sponsor Lock-Up Agreement, dated as of December 13, 2022, by and among the Sponsor, FWAC, and Legacy MIC
+Added: December 14, 2022
+Added: Seller Lock-up Agreement, dated as of December 13, 2022, by and among FWAC, Legacy MIC, and certain security holders of Legacy MIC
+Added: December 14, 2022
+Added: Second Amended and Restated Sponsor Agreement, dated as of June 15, 2023, by and among FWAC, Legacy MIC, Sponsor, and certain holders of FWAC Class B Shares
+Added: July 11, 2023
+Added: Letter Agreement, dated as of August 25, 2023, by and among FWAC, Sponsor, and Legacy MIC
+Added: August 31, 2023
+Added: Form of Preferred Subscription Agreement
+Added: July 11, 2023
+Added: Support Agreement, dated as of December 13, 2022, by and between FWAC and Color Up, LLC
+Added: December 14, 2022
+Added: Amended and Restated Support Agreement, dated as of March 23, 2023, by and between FWAC and HSCP Strategic III, L.P
+Added: March 23, 2023
+Added: Limited Liability Company Agreement of Mobile Infra Operating Company, LLC
+Added: August 31, 2023
+Added: Form of Indemnification Agreement of MIC
+Added: April 11, 2023
+Added: List of subsidiaries of MIC
+Added: August 31, 2023
+Added: Consent of Deloitte & Touche LLP, independent registered public accounting firm of MIC
+Added: Certification of Principal Executive Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
+Added: Certification of Principal Financial Officer Required Under Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
+Added: Certification of Chief Executive Officer and Chief Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended and 18 U.S.C.
+Added: Policy for the Recovery of Erroneously Awarded Compensation
+Added: Inline XBRL Instance Document
+Added: Inline XBRL Taxonomy Extension Schema Linkbase Document
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase Document101.DEF*
+Added: Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+Added: Filed concurrently herewith.
+Added: Management compensatory agreement
+Added: Indicates a management or compensatory plan
+Added: Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).
+Added: The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon request.
+Added: Form 10-K Summary
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
+Added: Mobile Infrastructure Corporation
+Added: /s/ Manuel Chavez
+Added: Manuel Chavez
+Added: Chief Executive Officer
+Added: March 22, 2024
+Added: /s/ Stephanie Hogue
+Added: Stephanie Hogue
+Added: President and Chief Financial Officer
+Added: March 22, 2024
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
+Added: /s/ Manuel Chavez
+Added: Chief Executive Officer and Director
+Added: March 22, 2024
+Added: Manuel Chavez
+Added: (Principal Executive Officer)
+Added: /s/ Stephanie Hogue
+Added: President and Chief Financial Officer
+Added: March 22, 2024
+Added: Stephanie Hogue
+Added: (Principal Financial Officer and Principal Accounting Officer)
+Added: /s/ David Garfinkle
+Added: March 22, 2024
+Added: David Garfinkle
+Added: /s/ Brad Greiwe
+Added: March 22, 2024
+Added: /s/ Danica Holley
+Added: March 22, 2024
+Added: Danica Holley
+Added: /s/ Damon Jones
+Added: March 22, 2024
+Added: /s/ Jeffrey B.
+Added: March 22, 2024
+Added: INDEX TO FINANCIAL STATEMENTS
+Added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID No.
+Added: FINANCIAL STATEMENTS
+Added: Consolidated Balance Sheets F-3
+Added: Consolidated Statements of Operations F-4
+Added: Consolidated Statements of Changes in Equity F-5
+Added: Consolidated Statements of Cash Flows F-6
+Added: Notes to the Consolidated Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Shareholders and the Board of Directors of
−Removed: Fifth Wall Acquisition Corp.
−Removed: Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of Fifth Wall Acquisition Corp.
−Removed: III (the “Company”) as of December
−Removed: 31, 2022 and 2021, the related consolidated statements of operations, changes in shareholders’ deficit and cash flows for the year then ended and for the period from February 19, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year then ended December 31, 2022, and the period from February 19, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
−Removed: Emphasis of Matter – Restatement of Unaudited Interim Financial Statements
−Removed: As discussed in Note 2 to the consolidated financial statements, the Company previously did not account for the partial waiver of the deferred underwriting fee waiver on its balance sheet.
−Removed: Management has determined that the forgiveness should have been treated as a credit to stockholders’ deficit.
−Removed: Accordingly, the 2022 unaudited interim financial statements have been restated within Note 2 to correct the accounting and related disclosure for the forgiveness of the deferred underwriting fee.
−Removed: Going Concern
−Removed: The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
−Removed: As discussed in Note 1 to the consolidated financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by May 27, 2023, then the Company will cease all operations except for the purpose of liquidating.
−Removed: The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.
−Removed: Management’s plans in regard to these matters are also described in Note 1.
−Removed: The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
+Added: To the shareholders and the Board of Directors of Mobile Infrastructure Corporation
+Added: Opinion on the Financial Statements
+Added: We have audited the accompanying consolidated balance sheets of Mobile Infrastructure Corporation and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in equity, and cash flows, for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements").
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
−Removed: These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.
+Added: These financial statements are the responsibility of the Company's management.
+Added: Our responsibility is to express an opinion on the Company's financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
+Added: We conducted our audits in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: /s/ WithumSmith+Brown, PC
+Added: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
+Added: /s/ Deloitte & Touche LLP
+Added: Cincinnati, OH
+Added: March 22, 2024
We have served as the Company's auditor since 2021.
−Removed: New York, New York
−Removed: April 6, 2023
−Removed: PCAOB ID Number 100
−Removed: FIFTH WALL ACQUISITION CORP.
+Added: MOBILE INFRASTRUCTURE CORPORATION
CONSOLIDATED BALANCE SHEETS
−Removed: Current assets:
−Removed: Prepaid expenses
−Removed: Total current assets
−Removed: Investments held in Trust Account
−Removed: Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
−Removed: Current liabilities:
−Removed: Accounts payable
−Removed: Accrued expenses
−Removed: Total current liabilities
−Removed: Deferred underwriting commissions
+Added: (In thousands, except per share amounts)
+Added: As of December 31,
+Added: Investments in real estate
+Added: Land and improvements
+Added: $ 161,291 $ 166,225
+Added: Buildings and improvements
+Added: 260,966 272,605
+Added: Construction in progress
+Added: Intangible assets
+Added: 10,187 10,106
+Added: 432,717 450,142
+Added: Accumulated depreciation and amortization
+Added: ( 29,838 ) ( 31,052 )
+Added: Total investments in real estate, net
+Added: 402,879 419,090
+Added: Cash – restricted
+Added: Accounts receivable, net
+Added: Other assets, net
+Added: Deferred offering costs
+Added: Assets held for sale
+Added: Due from related parties
+Added: $ 423,237 $ 436,113
+Added: LIABILITIES AND EQUITY
+Added: Notes payable, net
+Added: $ 134,380 $ 146,948
+Added: Revolving credit facility, net
+Added: 58,523 72,731
+Added: Accounts payable and accrued expenses
+Added: 14,666 19,484
+Added: Accrued preferred distributions
+Added: Earn-out Liability
+Added: Due to related parties
+Added: Liabilities held for sale
Total liabilities
−Removed: Commitments and Contingencies
−Removed: Class A ordinary shares subject to possible redemption, $ 0.0001 par value;
−Removed: 27,500,000 at redemption value of
−Removed: $ 10.10 and $ 10.00 per share as of December 31, 2022 and 2021, respectively
−Removed: Shareholders’ Deficit:
−Removed: Preferred shares, $ 0.0001 par value;
−Removed: 1,000,000 shares authorized;
−Removed: none issued and outstanding as of December 31, 2022 and 2021
−Removed: Class A ordinary shares, $ 0.0001 par value;
−Removed: 200,000,000 shares authorized;
−Removed: 907,000 shares issued and outstanding (excluding 27,500,000 shares subject to possible redemption) as of December 31, 2022 and 2021
−Removed: Class B ordinary shares, $ 0.0001 par value;
−Removed: 20,000,000 shares authorized;
−Removed: 6,875,000 shares issued and outstanding as of December 31, 2022 and 2021
−Removed: Additional paid-in
+Added: 220,282 249,105
+Added: Mobile Infrastructure Corporation Stockholders’ Equity
+Added: Preferred stock Series A, $ 0.0001 par value, 50,000 shares authorized, 2,812 and 2,862 shares issued and outstanding, with a stated liquidation value of $ 2,812,000 and $ 2,862,000 as of December 31, 2023 and December 31, 2022, respectively
+Added: Preferred stock Series 1, $ 0.0001 par value, 97,000 shares authorized, 36,677 and 39,811 shares issued and outstanding, with a stated liquidation value of $ 36,677,000 and $ 39,811,000 as of December 31, 2023 and December 31, 2022, respectively
+Added: Preferred stock Series 2, $ 0.0001 par value, 60,000 shares authorized, 46,000 shares issued and converted, with a stated liquidation value of zero as of December 31, 2023 and December 31, 2022
+Added: Common stock, $ 0.0001 par value, 500,000,000 shares authorized, 27,858,539 and 13,089,848 shares issued and outstanding as of December 31, 2023 and December 31, 2022 respectively
+Added: Warrants issued and outstanding – 2,553,192 warrants as of December 31, 2023 and December 31, 2022
+Added: Additional paid-in capital
+Added: 240,357 193,176
Accumulated deficit
−Removed: Total shareholders’ deficit
−Removed: Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
+Added: ( 134,291 ) ( 109,168 )
+Added: Total Mobile Infrastructure Corporation Stockholders’ Equity
+Added: 109,387 87,327
+Added: Non-controlling interest
+Added: 93,568 99,681
+Added: 202,955 187,008
+Added: Total liabilities and equity
+Added: $ 423,237 $ 436,113
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: FIFTH WALL ACQUISITION CORP.
+Added: MOBILE INFRASTRUCTURE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
−Removed: General and administrative expenses
−Removed: General and administrative expenses—related party
−Removed: Loss from operations
−Removed: Other income:
−Removed: Income from investments held in Trust Account
−Removed: Net income (loss)
−Removed: Weighted average number of shares outstanding of Class A ordinary shares
−Removed: Basic and diluted net income (loss) per share, Class A ordinary shares
−Removed: Weighted average number of shares outstanding of Class B ordinary shares
−Removed: Basic and diluted net income (loss) per share, Class B ordinary shares
+Added: (In thousands, except per share amounts)
+Added: For the Years Ended December 31,
+Added: Base rental income
+Added: $ 8,165 $ 8,345
+Added: Management income
+Added: Percentage rental income
+Added: 22,107 20,329
+Added: Total revenues
+Added: 30,272 29,101
+Added: Operating Expenses
+Added: Property taxes
+Added: Property operating expense
+Added: Depreciation and amortization
+Added: General and administrative
+Added: Preferred Series 2 - issuance expense
+Added: Professional fees
+Added: Organizational, offering and other costs
+Added: Total operating expenses
+Added: 60,504 34,897
+Added: Interest expense, net
+Added: ( 13,910 ) ( 12,912 )
+Added: Gain (loss) on sale of real estate
+Added: Other income, net
+Added: Change in fair value of Earn-out Liability
+Added: PPP loan forgiveness
+Added: Total other, net
+Added: ( 8,006 ) ( 12,530 )
+Added: ( 38,238 ) ( 18,326 )
+Added: Net loss attributable to non-controlling interest
+Added: ( 13,115 ) ( 10,207 )
+Added: Net loss attributable to stockholders
+Added: $ ( 25,123 ) $ ( 8,119 )
+Added: Preferred stock distributions declared - Series A
+Added: ( 197 ) ( 216 )
+Added: Preferred stock distributions declared - Series 1
+Added: ( 2,555 ) ( 2,784 )
+Added: Preferred stock distributions declared - Series 2
+Added: Net loss attributable to common stockholders
+Added: $ ( 32,475 ) $ ( 11,119 )
+Added: Basic and diluted loss per weighted average common share:
+Added: Net loss per share attributable to stockholders - basic and diluted
+Added: $ ( 2.45 ) $ ( 0.85 )
+Added: Weighted average common shares outstanding, basic and diluted
+Added: 13,244,388 13,089,848
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: FIFTH WALL ACQUISITION CORP.
−Removed: CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
−Removed: Ordinary shares
−Removed: Shareholders’
−Removed: Balance—February 19, 2021 (inception)
−Removed: Issuance of Class B ordinary shares to Sponsor
−Removed: Sale of private placement shares to Sponsor
−Removed: Accretion of Class A ordinary shares subject to possible redemption amount
−Removed: Forfeiture of Class B ordinary shares
−Removed: Subsequent measurement of Class A ordinary shares subject to redemption against additional paid-in
−Removed: capital and accumulated deficit
+Added: MOBILE INFRASTRUCTURE CORPORATION
+Added: CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
+Added: (In thousands)
+Added: Preferred stock
+Added: Balance, December 31, 2021 (as previously reported)
+Added: 42,673 $ — 7,762,375 $ — $ 3,319 $ 196,176 $ ( 101,049 ) $ 107,378 $ 205,824
+Added: Retroactive application of the recapitalization
+Added: Balance, December 31, 2021 (as adjusted)
+Added: 42,673 $ — 13,089,848 $ — $ 3,319 $ 196,176 $ ( 101,049 ) $ 107,378 $ 205,824
+Added: Equity-based compensation
+Added: — — — — — — — 2,510 2,510
+Added: Declared distributions – Series A ($ 75.00 per share)
+Added: — — — — — ( 216 ) — — ( 216 )
+Added: Declared distributions – Series 1 ($ 70.00 per share)
+Added: — — — — — ( 2,784 ) — — ( 2,784 )
+Added: — — — — — — ( 8,119 ) ( 10,207 ) ( 18,326 )
Balance, December 31, 2022
−Removed: Adjustment for accretion of Class A ordinary share subject to possible redemption amount
+Added: 42,673 $ — 13,089,848 $ — $ 3,319 $ 193,176 $ ( 109,168 ) $ 99,681 $ 187,008
+Added: Equity based payments
+Added: — — — — — 19 — 7,465 7,484
+Added: Distributions to non-controlling interest holders
+Added: — — — — — — — ( 463 ) ( 463 )
+Added: Declared distributions – Series A ($ 75.00 per share)
+Added: — — — — — ( 197 ) — — ( 197 )
+Added: Declared distributions – Series 1 ($ 70.00 per share)
+Added: — — — — — ( 2,555 ) — — ( 2,555 )
+Added: Declared distributions – Series 2 ($ 0.10 ) per share)
+Added: — — — — — ( 4,600 ) — — ( 4,600 )
+Added: Conversions - Series 1
+Added: ( 3,134 ) — 967,346 — — 778 — — 778
+Added: Conversions - Series A
+Added: ( 50 ) — 13,883 — — 13 — — 13
+Added: Conversions - Series 2
+Added: ( 46,000 ) — 13,787,462 2 — — — — 2
+Added: Reverse Recapitalization, net of issuance costs
+Added: 46,000 — — — — 53,723 — — 53,723
+Added: Net income (loss)
+Added: — — — — — — ( 25,123 ) ( 13,115 ) ( 38,238 )
Balance, December 31, 2023
+Added: 39,489 $ — 27,858,539 $ 2 $ 3,319 $ 240,357 $ ( 134,291 ) $ 93,568 $ 202,955
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: FIFTH WALL ACQUISITION CORP.
+Added: MOBILE INFRASTRUCTURE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
+Added: (In thousands)
+Added: For the Years Ended December 31
Cash flows from operating activities:
−Removed: Net income (loss)
−Removed: Adjustments to reconcile net income (loss) to net cash used in operating activities:
−Removed: General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares
−Removed: Income from investments held in Trust Account
+Added: $ ( 38,238 ) $ ( 18,326 )
+Added: Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
+Added: Depreciation and amortization expense
+Added: Amortization of loan costs
+Added: Loss on extinguishment of debt
+Added: Gain on settlement of indemnification liability
+Added: PPP loan forgiveness
+Added: Loss on interest rate cap
+Added: (Gain)/Loss on sale of real estate
+Added: Equity based payment
+Added: Issuance of Preferred Series 2 Stock
+Added: Change in fair value of Earn-out liability
Changes in operating assets and liabilities
−Removed: Prepaid expenses
−Removed: Accounts payable
−Removed: Accrued expenses
−Removed: Net cash used in operating activities
+Added: Due to and from related parties
+Added: Accounts payable and accrued expenses
+Added: Deferred offering costs
+Added: ( 3,022 ) ( 2,086 )
+Added: Other assets, net
+Added: ( 101 ) ( 267 )
+Added: Deferred revenue
+Added: Accounts receivable
+Added: ( 420 ) 2,182
+Added: Net cash provided by (used in) operating activities
+Added: ( 2,125 ) 1,509
Cash flows from investing activities:
−Removed: Cash deposited in Trust Account
+Added: Capital expenditures
( 1,821 ) ( 2,408 )
+Added: Capitalized technology
+Added: Purchase of investment in real estate
+Added: Proceeds from sale of investment in real estate
Net cash (used in) investing activities
1 unchanged sentence
Cash flows from financing activities
−Removed: Repayment of note payable to related party
−Removed: Proceeds from note payable to related party
−Removed: Proceeds received from private placement
−Removed: Proceeds received from initial public offering, gross
−Removed: Offering costs paid
+Added: Proceeds from line of credit
+Added: Payments on notes payable
+Added: ( 14,085 ) ( 58,755 )
+Added: Payments on line of credit
+Added: Proceeds from reverse recap, net of payment of equity issuance costs
+Added: Payment of transaction costs for reverse recapitalization
+Added: Payment on interest rate cap
+Added: Distributions to non-controlling interest holders
Net cash provided by financing activities
−Removed: Net change in cash
−Removed: Cash—beginning of the period
−Removed: Cash—end of the period
−Removed: Supplemental disclosure of noncash activities:
−Removed: Offering costs included in accrued expenses
−Removed: Deferred Underwriting commissions in connection with the initial public offering
−Removed: Extinguishment of deferred underwriting commissions allocated to Public Shares
+Added: Net change in cash, cash equivalents and restricted cash
+Added: 5,737 ( 5,722 )
+Added: Cash, cash equivalents and restricted cash, beginning of period
+Added: 10,974 16,696
+Added: Cash, cash equivalents and restricted cash, end of period
+Added: $ 16,711 $ 10,974
+Added: Reconciliation of Cash, Cash Equivalents and Restricted Cash:
+Added: Cash, cash equivalents at beginning of period
+Added: Restricted cash at beginning of period
+Added: Cash, cash equivalents and restricted at beginning of period
+Added: $ 10,974 $ 16,696
+Added: Cash and cash equivalents at end of period
+Added: Restricted cash at end of period
+Added: Cash, cash equivalents and restricted at end of period
+Added: $ 16,711 $ 10,974
+Added: Supplemental disclosures of cash flow information:
+Added: Interest Paid
+Added: $ 12,740 $ 10,613
+Added: Non-cash investing and financing activities:
+Added: Dividends declared not yet paid
+Added: $ 2,752 $ 3,000
+Added: Distributions paid in common stock
+Added: Distributions paid-in-kind - Series 2
+Added: Accrued capital expenditures
+Added: $ 647 $ 1,371
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: FIFTH WALL ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
−Removed: Organization and General
−Removed: Fifth Wall Acquisition Corp.
−Removed: III (the “Company”) was incorporated as a Cayman Islands exempted company on February 19, 2021 (inception).
−Removed: The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).
−Removed: The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risk associated with early stage and emerging growth companies.
−Removed: As of December 31, 2022, the Company had not commenced any operations.
−Removed: All activity for the period from February 19, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and seeking a Business Combination following the Initial Public Offering.
−Removed: The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.
−Removed: The Company will generate non-operating
−Removed: income in the form of interest income from the proceeds derived from the Initial Public Offering (as defined below).
−Removed: The Company’s sponsor is Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands exempted limited company (the “Sponsor”).
−Removed: The registration statement on Form S-1
−Removed: for the Company’s Initial Public Offering was declared effective on May 24, 2021.
−Removed: On May 27, 2021, the Company consummated its Initial Public Offering of 27,500,000 Class A ordinary shares (the “Public Shares”), including 2,500,000 Public Shares as a result of the underwriters’ partial exercise of their over-allotment option, at an offering price of $ 10.00 per Public Share, generating gross proceeds of $ 275.0 million, and incurring offering costs of approximately $ 16.1 million, of which approximately $ 9.6 million was for deferred underwriting commissions (Note 5).
−Removed: Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 907,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $ 10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $ 9.1 million (Note 4).
−Removed: Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $ 10.00 per Public Share sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Shares, are held in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7
−Removed: promulgated under the Investment Company Act which invest only in direct U.S.
−Removed: government treasury obligations, until the earlier of:
−Removed: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
−Removed: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
−Removed: There is no assurance that the Company will be able to complete a Business Combination successfully.
−Removed: The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the net assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination.
−Removed: However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
−Removed: The Company will provide the holders of Public Shares (the “Public Shareholders”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.
−Removed: The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.
−Removed: The Public Shareholders will be entitled to redeem their Public Shares
−Removed: FIFTH WALL ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes).
−Removed: The per-share
−Removed: amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5).
−Removed: These redeemable Public Shares were classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon consummation of such a Business Combination and only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination.
−Removed: If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which the Company adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S.
−Removed: Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.
−Removed: If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.
−Removed: Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all.
−Removed: If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination.
−Removed: In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination.
−Removed: Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.
−Removed: The Company’s Sponsor, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100 % of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering, or May 27, 2023 (the “Combination Period”), or with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.
−Removed: If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up;
−Removed: (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share
−Removed: price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes that were paid by the Company or are payable by the Company, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);
−Removed: and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
−Removed: FIFTH WALL ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period.
−Removed: However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.
−Removed: The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5
−Removed: ) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.
−Removed: In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $ 10.00 per share initially held in the Trust Account.
−Removed: In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $ 10.00 per Public Share due to reductions in the value of the trust assets.
−Removed: This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
−Removed: Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.
−Removed: The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
−Removed: Proposed Merger
−Removed: On December 13, 2022, the Company (together with its successors, including after the Domestication (as defined below)), entered into an agreement and plan of merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Queen Merger Corp.
−Removed: I, a Maryland corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Mobile Infrastructure Corporation, a Maryland corporation (“MIC”).
−Removed: The transactions set forth in the Merger Agreement, including the Mergers (defined below), will constitute an “initial business combination” as contemplated by the Amended and Restated Memorandum and Articles of Association and is referred to herein as the “Merger”.
−Removed: On March 23, 2023, the Company, Merger Sub and MIC entered into the First Amendment to the Agreement and Plan of Merger (the “First Amendment”) to, among other things, clarify the intended tax treatment of the Merger, expand the size of the post-closing board of directors, and revise certain pre-closing reorganizational steps of MIC affiliates.
−Removed: The Merger Agreement provides for, among other things, the following transactions:
−Removed: (i) the Company will transfer by way of continuation from the Cayman Islands to the State of Maryland and will domesticate by means of a corporate conversion (the “Domestication”) to a Maryland corporation (“Surviving Pubco”) in accordance with Title 3, Section 9 of the Maryland General Corporation Law, as amended (the “MGCL”), and Part XII of the Cayman Islands Companies Act (as revised), and, in connection with the Domestication, (A) each then issued and outstanding Class A ordinary share, par value $ 0.0001 per share, of the Company (the “Class A Shares”) will convert automatically, on a one-for-one basis,
−Removed: into one share of common stock, par value $0.0001, of Surviving Pubco (the “Surviving Pubco Shares”);
−Removed: and (B) each then issued and outstanding Class B ordinary share, par value $ 0.0001 per share, of the Company will convert automatically, on a one-for-one basis,
−Removed: into one Surviving Pubco Share;
−Removed: and (ii) following the Domestication, (A) Merger Sub will merge with and into MIC in accordance with the MGCL (the “First Merger”), with MIC continuing as the surviving entity (the “First-Step Surviving Company”) and (B) immediately following the effectiveness of the First Merger, the First-Step Surviving Company will merge with and into Surviving Pubco in accordance with the MGCL (the “Second Merger” and, together with the First Merger, the “Mergers”), with Surviving Pubco continuing as the surviving entity (the “Second-Step Surviving Company”).
−Removed: FIFTH WALL ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Lock-up Agreements
−Removed: Sponsor Lock-up Agreement
−Removed: Concurrently with the execution of the Merger Agreement, our sponsor, MIC and the Company entered into a lock-up
−Removed: agreement (“Sponsor Lock-up
−Removed: Pursuant to the Sponsor Lock-up
−Removed: Agreement, our sponsor agreed, among other things, that its shares received in exchange for the Class A Shares in the Mergers, may not be transferred until, subject to certain customary exceptions, the earlier to occur of (a)
−Removed: six (6) months
−Removed: following the consummation of the transactions contemplated by the Merger Agreement (the “Closing”) and (b) the date after the Closing on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their equity holdings in the Company for cash, securities
−Removed: or other property.
−Removed: Seller Lock-up Agreement
−Removed: Concurrently with the execution of the Merger Agreement, certain security holders of MIC (“MIC Holders”), the Company and MIC entered into a lock-up agreement
−Removed: (“Seller Lock-up Agreement”).
−Removed: Pursuant to the Seller Lock-up Agreement,
−Removed: MIC Holders agreed, among other things, that their shares of Surviving Pubco Shares received in exchange for their shares of MIC Common Stock may not be transferred until, subject to certain customary exceptions, the earlier to occur of (a) six (6) months following Closing and (b) the date after the Closing on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their equity holdings in the Company for cash, securities or other property.
−Removed: Sponsor Agreement
−Removed: Concurrently with the execution of the Merger Agreement, the Company also entered into a Sponsor Agreement (the “Sponsor Agreement”) with our sponsor
−Removed: , and certain holders of the Company’s Class B ordinary shares, par value $ 0.0001 per share (the “Class B Holders”), whereby our sponsor
−Removed: and the Class B Holders, have agreed to waive certain of their anti-dilution and conversion rights with respect to their Class B ordinary shares
−Removed: (such shares, together with any Class A Shares or Surviving Pubco Shares issuable upon conversion thereof, the “Founder Shares”).
−Removed: ponsor also has agreed to certain restrictions with respect to its Founder Shares, as follows:
−Removed: (a) 1,658,750 Founder Shares will vest at such time as the aggregate volume-weighted average price per Surviving Pubco Share for any
−Removed: -consecutive trading
−Removed: day period after the date on which the Closing occurs (the “Closing Date”) equals or exceed $
−Removed: 16.00 per share (provided that such Founder Shares will be cancelled if the Founder Shares have not vested prior to December 31, 2026 ), (b) 1,658,750 Founder Shares will vest at such time as the aggregate volume-weighted average price per Surviving Pubco Share for any 5 -consecutive trading
−Removed: day period after the Closing Date equals or exceeds $ 20.00 per share (provided that such Founder Shares will be cancelled if the Founder Shares have not vested prior to December 31, 2028 ), (c) our sponsor
−Removed: will deliver to the Company for cancellation and for no consideration 1,375,000 Founder Shares and any portion of 2,062,500 Founder Shares not transferred to third-party investors in connection with the Closing, and (d) if the aggregate cash proceeds generated
−Removed: from additional Subscription Agreements (defined below) entered into with other investors
−Removed: PIPE Investments ”)
−Removed: the Initial PIPE Investment (defined below)
−Removed: and PIPE Investments by MIC’s directors, officers and affiliates) and any other third-party financing (other than debt financing) to be funded at the Closing are less than $ 40,000,000 , our
−Removed: ponsor will deliver to the Company for cancellation and for no consideration 1,375,000 Founder Shares, which number of shares shall be reduced to 1,000,000 Founder Shares if such cash proceeds at Closing equal or exceed $ 40,000,000 but are less than $ 50,000,000 .
−Removed: If earlier, the Founder Shares described in the foregoing clauses (a) and (b) shall vest on the date after the Closing on which Surviving Pubco (or its successors) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Surviving Pubco’s (or its successor’s) stockholders having the right to exchange their Surviving Pubco Shares for cash, securities or other property.
−Removed: FIFTH WALL ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: PIPE Investment (Private Placement)
−Removed: Concurrently with the execution of the Merger Agreement, the Company entered into a subscription agreement (the “Subscription Agreement”) with each of Harvest Small Cap Partners, L.P.
−Removed: and Harvest Small Cap Partners Master, Ltd.
−Removed: (collectively, the “Initial PIPE Investor”), pursuant to
−Removed: 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 “Initial PIPE Investment”).
−Removed: 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.
−Removed: 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.
−Removed: The Subscription Agreement provides the Initial PIPE Investor with certain customary registration rights.
−Removed: The Subscription Agreement further provides that one-sixth of
−Removed: the Surviving Pubco Shares issued to the PIPE Investors will be subject to certain transfer restrictions.
−Removed: Support Agreements
−Removed: Color Up Support Agreement
−Removed: Concurrently with the execution of the Merger Agreement, the Company and Color Up, LLC, a Delaware limited liability company (“Color Up”), entered into an agreement (the “Color Up Support Agreement”) pursuant to which Color Up agreed to vote its shares of MIC Common Stock (i) in favor of the Mergers and the transactions contemplated by the Merger Agreement, (ii) in favor of any proposal to adjourn a meeting of the MIC stockholders at which there is a proposal to adopt the Merger Agreement if there are not sufficient votes to adopt the proposals described in clause (i) above or if there are not sufficient shares of MIC’s common stock present in person or represented by proxy to constitute a quorum, (iii) against any merger, purchase of all or substantially all of the MIC’s assets or other business combination transaction (other than the Merger Agreement), (iv) subject to certain exceptions, in any circumstances upon which a consent or other approval is required under MIC’s Charter or otherwise sought with respect to the Merger Agreement (including the Mergers), to vote, consent or approve all of Color Up’s MIC Common Stock held at such time in favor thereof, (v) against and withhold consent with respect to any merger, purchase of all or substantially all of MIC’s assets or other business combination transaction (other than the Merger Agreement), (vi) against any proposal, action or agreement that would impede, frustrate, prevent or nullify any provision of the Color Up Support Agreement, the Merger Agreement, or the Mergers, and (vii) in favor of any proposal to amend the Third Amended and Restated Limited Partnership Agreement of Mobile Infra Operating Partnership, L.P.
−Removed: (including the conversion to a limited liability company, the “LLCA”), as contemplated by the Merger Agreement.
−Removed: The Color Up Support Agreement also contains customary termination provisions.
−Removed: FIFTH WALL ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: HS3 Support Agreement
−Removed: Concurrently with the execution of the Merger Agreement, the Company and HSCP Strategic III, L.P., a Delaware limited partnership (“HS3”), entered into an agreement (as amended by the First Amendment, the “A&R HS3 Support Agreement”) pursuant to which HS3 agreed to, among other things, enter into the LLCA in connection with the consummation of the Merger.
−Removed: The A&R HS3 Support Agreement also contains customary termination provisions.
−Removed: Additional information regarding MIC and the Merger is available in the proxy statement/prospectus most recently filed by the Company with the SEC on January 13, 2023.
−Removed: Liquidity and Going Concern
−Removed: As of December 31, 2022, the Company had approximately $ 443,000 in its operating bank account and working capital deficit
−Removed: of approximately $ 1.1 million.
−Removed: The Company’s liquidity needs through December 31, 2022 have been satisfied through a payment of $ 25,000 by the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 5), the loan of approximately $ 109,000 from the Sponsor pursuant to the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account.
−Removed: The Company fully repaid the Note on May 28, 2021.
−Removed: In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5).
−Removed: As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loan.
−Removed: In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15,
−Removed: “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity needs, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.
−Removed: No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 27, 2023.
−Removed: The consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
−Removed: The Company intends to complete a Business Combination before the mandatory liquidation date.
−Removed: Over this time period, the Company will be using the funds outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.
−Removed: RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
−Removed: The Company had recognized a liability upon closing of their initial public offering in May 2021 for a portion of the underwriters’ commissions which was contingently payable upon closing of a future business combination, with the offsetting entry resulting in an initial discount to the securities sold in the initial public offering.
−Removed: On June 6, 2022, Goldman Sachs & Co.
−Removed: LLC irrevocably waived its rights to the deferred underwriting commissions due under the underwriting agreement.
−Removed: The Company did not recognize the waiver in the Company’s Form 10-Qs
−Removed: for the quarterly periods ended June 30, 2022 and September 30, 2022 (the “Affected Quarterly Periods”).
−Removed: Upon subsequent review and analysis, management concluded that the Company should have recognized the extinguishment of contingent liability allocated to Public Shares as an adjustment to the carrying value of the Class A ordinary shares subject to possible redemption.
−Removed: Therefore, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that the Company’s Affected Quarterly Periods should no longer be relied upon and that it is appropriate to restate them.
−Removed: As such, the Company will restate its financial statements in this Form 10-K.
−Removed: The previously presented Affected Quarterly Period should no longer be relied upon.
−Removed: Impact of the Restatement
−Removed: The impact of the restatement on the unaudited interim balance sheets, statements of changes in stockholders’ deficit and statements of cash flows for the affected period is presented below.
−Removed: The restatement had no impact on net cash flows from operating, investing or financing activities.
−Removed: Balance Sheets:
−Removed: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2022:
−Removed: As of June 30, 2022
−Removed: As Previously
−Removed: Total current liabilities
−Removed: Deferred underwriting commissions
−Removed: Total liabilities
−Removed: Class A ordinary shares subject to possible redemption
−Removed: Preferred shares
−Removed: Class A ordinary shares
−Removed: Class B ordinary shares
−Removed: Additional paid-in
−Removed: Accumulated deficit
−Removed: Total shareholders’ deficit
−Removed: Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
−Removed: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of September 30, 2022:
−Removed: As of September 30, 2022
−Removed: As Previously
−Removed: Total current liabilities
−Removed: Deferred underwriting commissions
−Removed: Total liabilities
−Removed: Class A ordinary shares subject to possible redemption
−Removed: Preferred shares
−Removed: Class A ordinary shares
−Removed: Class B ordinary shares
−Removed: Additional paid-in
−Removed: Accumulated deficit
−Removed: Total shareholders’ deficit
−Removed: Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
−Removed: Statement of Changes in Stockholders’ Deficit:
−Removed: The table below presents the effect of the financial statement adjustments related to the restatement
−Removed: discussed above of the Company’s previously reported accumulated deficit in the statement of changes in stockholders’ deficit for the six months ended June 30, 2022:
−Removed: For the Six Months Ended June 30, 2022
−Removed: As Previously
−Removed: Balance—December 31, 2021
−Removed: Adjustment for accretion of Class A ordinary shares subject to possible redemption amount
−Removed: Balance—June 30, 2022
−Removed: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported accumulated deficit in the statement of changes in stockholders’ deficit for the nine months ended September
−Removed: For the Nine Months Ended September 30, 2022
−Removed: As Previously
−Removed: Balance—December 31, 2021
−Removed: Adjustment for accretion of Class A ordinary shares subject to possible redemption amount
−Removed: Balance—September 30, 2022
−Removed: Statement of Cash Flows:
−Removed: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2022:
−Removed: For the Six Months Ended June 30, 2022
−Removed: As Previously
−Removed: Supplemental disclosure of noncash financing activities:
−Removed: Extinguishment of deferred underwriting commissions allocated to Public Shares
−Removed: The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the nine months ended September 30, 2022:
−Removed: For the Nine Months Ended September 30, 2022
−Removed: As Previously
−Removed: Supplemental disclosure of noncash financing activities:
−Removed: Extinguishment of deferred underwriting commissions allocated to Public Shares
−Removed: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
−Removed: Basis of presentation
−Removed: The accompanying consolidated financial statements are presented in U.S.
−Removed: dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
−Removed: FIFTH WALL ACQUISITION CORP.
+Added: MOBILE INFRASTRUCTURE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Principles of Consolidation
−Removed: The consolidated financial statements of the Company include its wholly-owned subsidiary in connection with the Proposed Business Combination.
−Removed: All inter-company accounts and transactions are eliminated in consolidation.
−Removed: Emerging growth company
−Removed: As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
−Removed: Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
−Removed: The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
−Removed: growth companies but any such election to opt out is irrevocable.
−Removed: The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
−Removed: This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
+Added: December 31, 2023
+Added: Note A — Organization and Business Operations
+Added: Mobile Infrastructure Corporation (formerly known as Fifth Wall Acquisition Corp.
+Added: III or “FWAC”) is a Maryland corporation.
+Added: We focus on acquiring, owning and leasing parking facilities and related infrastructure, including parking lots, parking garages and other parking structures throughout the United States.
+Added: We target both parking garage and surface lot properties primarily in the top 50 U.S.
+Added: Metropolitan Statistical Areas, with proximity to key demand drivers, such as commerce, events and venues, government and institutions, hospitality and multifamily central business districts.
+Added: As of December 31, 2023, we own 43 parking facilities in 21 separate markets throughout the United States, with a total of approximately 15,700 parking spaces and approximately 5.4 million square feet.
+Added: We also own approximately 0.2 million square feet of retail/commercial space adjacent to its parking facilities.
+Added: FWAC was a blank check, Cayman Islands exempted company, incorporated on February 19, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more business entities.
+Added: On August 25, 2023 ( the “Closing Date”), we consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger”), as amended by the First Amendment to the Agreement and Plan of Merger, by and among FWAC, Queen Merger Corp.
+Added: I, a Maryland corporation and wholly-owned subsidiary of FWAC, and Legacy MIC.
+Added: As part of the Merger, FWAC was converted to a Maryland corporation and changed its name to Mobile Infrastructure Corporation.
+Added: Unless otherwise indicated, references in this Annual Report on Form 10 -K to “MIC,” “we,” “us,” “our,” and the “Company” refer to Mobile Infrastructure Corporation and its consolidated subsidiaries prior to the closing of the Merger and to Mobile Infrastructure Corporation (f/k/a Fifth Wall Acquisition Corp.
+Added: III) and its consolidated subsidiaries following the closing of the Merger, as the context requires.
+Added: References in this Annual Report on Form 10 -K to “Legacy MIC” refer to Mobile Infrastructure Corporation and its consolidated subsidiaries prior to the closing of the Merger.
+Added: References in this Annual Report on Form 10 -K to “FWAC” refer to Fifth Wall Acquisition Corp.
+Added: In connection with the Merger, Mobile Infra Operating Partnership, L.P., a Maryland limited partnership (the “Operating Partnership”), converted from a Maryland limited partnership to a Delaware limited liability company, Mobile Infra Operating Company, LLC (following the conversion, the “Operating Company”).
+Added: In connection with the conversion, each outstanding unit of partnership interest of the Operating Partnership was converted automatically, on a one -for- one basis, into an equal number of identical membership units of the Operating Company.
+Added: The Company is a member of the Operating Company and owns substantially all of its assets and conducts substantially all of its operations through the Operating Company.
+Added: The Operating Company is managed by a board of directors, one appointed by the Company and one appointed by the other members of the Operating Company.
+Added: Currently, the two directors of the Operating Company are Manuel Chavez, III, our Chief Executive Officer and a director, and Stephanie Hogue, our President, Chief Financial Officer and a director.
+Added: The Company owns approximately 51.0 % of the Common Units of the Operating Company.
+Added: Color Up, LLC, a Delaware limited liability company (“Color Up”) and HSCP Strategic III, LP, a Delaware limited partnership ( “HS3” ), are also members of the Operating Company and own approximately 39.5 % and 9.5 %, respectively, of the outstanding Common Units.
+Added: Color Up is our largest stockholder and is controlled by Mr.
+Added: Hogue and, Jeffrey Osher, a director of the Company.
+Added: HS3 is controlled by Mr.
+Added: The Company is publicly traded on the NYSE American under the ticker “BEEP.” As a result of the Merger:
+Added: ● 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;
+Added: ● Each then issued and outstanding share of Legacy MIC common stock was converted into 1.5 shares of the Company's common stock;
+Added: ● Each share of Legacy MIC Series 1 Convertible Redeemable Preferred Stock (“Legacy MIC Series 1 Preferred Stock”) and Legacy MIC Series A Convertible Redeemable Preferred Stock (“Legacy MIC Series A Preferred Stock”) issued and outstanding was converted into one share of Series 1 Convertible Redeemable Preferred Stock (the “Series 1 Preferred Stock”) and Series A Convertible Redeemable Preferred Stock (“Series A Preferred Stock”) of the Company, as applicable;
+Added: ● The outstanding common stock warrant of Legacy MIC to purchase 1,702,128 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.
+Added: Additionally, on June 15, 2023, HS3, Harvest Small Cap Partners, L.P.
+Added: and Harvest Small Cap Partners Master, Ltd., entities controlled by Mr.
+Added: Osher, and Bombe-MIC Pref, LLC, an entity controlled by Mr.
+Added: Chavez and of which Ms.
+Added: Hogue is a member, (collectively, the “Preferred PIPE Investors”), each entered into a Preferred Subscription Agreement with FWAC pursuant to which, among other things, the Preferred PIPE Investors agreed to subscribe for and purchase, and FWAC agreed to issue and sell to the Preferred PIPE Investors, a total of 46,000 shares of Series 2 Convertible Preferred Stock of the Company, par value $ 0.0001 per share (the “Series 2 Preferred Stock”), at $ 1,000 per share for an aggregate purchase price of $ 46 million (the “Preferred PIPE Financing”).
+Added: Pursuant to the terms and conditions of the Preferred Subscription Agreement, on December 31, 2023, the Series 2 Preferred Stock converted into 13,787,462 shares of our common stock, inclusive of 1,253,404 shares of our common stock issued as dividends to the Preferred PIPE Investors.
+Added: On May 27, 2022, the Company entered into an Agreement and Plan of Merger (the “MIT Merger Agreement”) by and between the Company and Mobile Infrastructure Trust, a Maryland real estate investment trust (“MIT”), which is 100% owned by Bombe Asset Management LLC (“Bombe”), an Ohio limited liability company owned by Mr.
+Added: Chavez and Ms.
+Added: Pursuant to the terms of the MIT Merger Agreement, the Company would merge with and into MIT, with MIT continuing as the surviving entity resulting from the transaction.
+Added: Prior to and as a condition to the merger with MIT, MIT expected to undertake an initial public offering (the “MIT IPO”) of its common shares of beneficial interest.
+Added: Also, in March 2022, the Company had entered into an agreement with MIT, requiring the Company to be allocated, bear and (where practicable) pay directly certain costs and expenses related to the merger with MIT and the MIT IPO.
+Added: In connection with the execution of the Merger Agreement with FWAC, the MIT Merger Agreement and the cost allocation agreement with MIT were terminated.
+Added: During the year ended December 31, 2022, the Company incurred costs of approximately $ 4.6 million pursuant to the cost allocation agreement with MIT.
+Added: Such amounts are included in organizational, offering and other costs on the Consolidated Statements of Operations.
+Added: Accounting Treatment of the Merger and Retroactive Equity Application
+Added: Legacy MIC determined that it was the accounting acquirer in the Merger based on an analysis of the criteria outlined in Accounting Standards Codification (“ASC”) 805, Business Combinations.
+Added: The Merger was accounted for as a reverse recapitalization, in accordance with U.S.
+Added: generally accepted accounting principles (“U.S.
+Added: The identification of Legacy MIC as the accounting acquirer was based primarily on evaluation of the following facts and circumstances:
+Added: The business affairs of the Company are controlled by the Board consisting of eight individuals, seven of whom were board members of Legacy MIC and one designated by FWAC (the Board has subsequently reduced to seven individuals);
+Added: The management of the Company is led by Legacy MIC’s Chief Executive Officer, Manuel Chavez, III, and President and Chief Financial Officer, Stephanie Hogue;
+Added: Legacy MIC was significantly larger than FWAC in terms of revenue, total assets (excluding cash) and employees.
+Added: Under this method of accounting, FWAC was treated as the acquired company for financial reporting purposes.
+Added: Accordingly, the Merger was treated as the equivalent of Legacy MIC issuing stock for the net assets of FWAC, accompanied by a recapitalization.
+Added: The net assets of FWAC were stated at historical cost, with no goodwill or other intangible assets recorded.
+Added: Operations prior to the Merger are those of Legacy MIC.
+Added: In accordance with guidance applicable to these circumstances, the equity structure has been retroactively recast in all comparative periods up to the Closing Date, to reflect the equivalent number of shares of our common stock based on the exchange ratio of 1.5 established in the Merger.
+Added: Note B — Summary of Significant Accounting Policies
+Added: Basis of Accounting
+Added: Our consolidated financial statements are prepared on the accrual basis of accounting and in accordance with principles generally accepted in the United States of America (“GAAP”) for financial information as contained in the Financial Accounting Standards Board (“FASB”) ASC, and in conjunction with rules and regulations of the Securities and Exchange Commission (“SEC”).
+Added: In the opinion of management, all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented have been included.
+Added: Certain prior period amounts have been reclassified to conform to the current period presentation.
+Added: There was no impact to our financial position as a result of any reclassification.
+Added: Going Concern
+Added: Going Concern—The accompanying consolidated financial statements are prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
+Added: The going concern basis assumes that the Company will be able to meet its obligations and continue its operations one year from the date of the issuance of the Annual Report, which is dependent upon the Company’s ability to effectively implement plans related to the secured debt that matures within one year after the date of the issuance of the Annual Report.
+Added: The Company has incurred net losses since its inception and anticipates net losses for the near future.
+Added: As of December 31, 2023, the Company has $ 96.3 million of debt due within twelve months.
+Added: In February 2024, the Company refinanced $ 5.5 million of notes payable maturing in March 2024 with a new maturity date of March 1, 2029.
+Added: After the completion of these refinancing transactions, the Company has $ 90.8 million of debt maturing within twelve months of the date of the issuance of the Annual Report which is comprised of $ 58.7 million related to the Revolving Credit Facility and $ 32.1 million of notes payable.
+Added: The Company is currently analyzing financial and strategic alternatives in order to satisfy these debt maturities.
+Added: While there can be no assurance that the Company will satisfy the debt prior to or at maturity, management has determined it is probable that it will be able to address these maturities by (i) refinancing the Revolving Credit facility or executing extension options through June 2025 made available under the Third Amendment to the Credit Agreement effective March 1, 2024 and (ii) refinancing the notes payable and/or selling the real estate investments and utilizing the sales proceeds to satisfy the related notes payable.
+Added: As such the Company has concluded that these plans alleviate substantial doubt about the Company’s ability to continue as a going concern.
+Added: Consolidation
+Added: The consolidated financial statements include the accounts of the Company, the Operating Company, each of their wholly owned subsidiaries, and all other entities in which we have a controlling financial interest.
+Added: For entities that meet the definition of a variable interest entity (“VIE”), we consolidate those entities when we are the primary beneficiary of the entity.
+Added: We are determined to be the primary beneficiary when we possess both the power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
+Added: We continually evaluate whether we qualify as the primary beneficiary and reconsider our determination of whether an entity is a VIE upon reconsideration events.
+Added: All intercompany activity is eliminated in consolidation.
+Added: Noncontrolling interests on our Consolidated Balance Sheets represent the portion of equity that we do not own in the entities we consolidate.
+Added: Net income or loss attributable to non-controlling interest in our Consolidated Statements of Operations represents our partners’ share of net income or loss that is generally allocated on a pro-rata basis based on ownership percentage.
Use of Estimates
−Removed: The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.
−Removed: Making estimates requires management to exercise significant judgment.
−Removed: It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.
−Removed: Accordingly, the actual results could differ significantly from those estimates.
−Removed: Cash and Cash Equivalents
−Removed: The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
−Removed: The Company had no cash equivalents as of December 31, 2022 and 2021.
−Removed: Investments Held in Trust Account
−Removed: The Company’s portfolio of investments is comprised of U.S.
−Removed: government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S.
−Removed: government securities and generally have a readily determinable fair value, or a combination thereof.
−Removed: When the Company’s investments held in the Trust Account are comprised of U.S.
−Removed: government securities, the investments are classified as trading securities.
−Removed: When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value.
−Removed: Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period.
−Removed: Gains and losses resulting from the change in fair value of these securities are included in income on investments held in the Trust Account in the accompanying statements of operations.
−Removed: The estimated fair values of investments held in the Trust Account are determined using available market information.
−Removed: FIFTH WALL ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Concentration of credit risk
−Removed: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 .
−Removed: As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
−Removed: Fair value of financial instruments
−Removed: The fair value of the Company’s assets and liabilities which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheet due to their short-term nature.
−Removed: Fair Value Measurements
−Removed: Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.
−Removed: GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
−Removed: The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
−Removed: These tiers consist of:
−Removed: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
−Removed: Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
−Removed: Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
−Removed: In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.
−Removed: In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
−Removed: Offering costs associated with the Initial Public Offering
−Removed: Offering costs consisted of legal, accounting, underwriting commissions and other costs incurred that were directly related to the Initial Public Offering.
−Removed: Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received.
−Removed: Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering.
−Removed: The Company classifies deferred underwriting commissions as non-current
−Removed: liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
−Removed: Class A Ordinary Shares Subject to Possible Redemption
−Removed: The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.
−Removed: Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.
−Removed: At all other times, Class A ordinary shares are classified as shareholders’ equity.
−Removed: As part of the Private Placement, the Company issued 907,000 shares of Class A ordinary shares to the Sponsor.
−Removed: These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the initial business combination, as such are considered non-redeemable
−Removed: and presented as permanent equity in the Company’s
−Removed: FIFTH WALL ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: consolidated balance sheets.
−Removed: The Company’s redeemable Class A ordinary shares sold as part of the Initial Public Offering, feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.
−Removed: Accordingly, 27,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s consolidated balance sheets.
−Removed: The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period.
−Removed: This method would view the end of the reporting period as if it were also the redemption date for the security.
−Removed: Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in
−Removed: capital (to the extent available) and accumulated deficit.
−Removed: Net income (loss) per ordinary share
−Removed: The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.
−Removed: Income and losses are shared pro rata between the two classes of shares.
−Removed: This presentation assumes a business combination as the most likely outcome.
−Removed: Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.
−Removed: Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.
−Removed: The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares:
−Removed: For the Year Ended
+Added: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
+Added: Actual results could differ from those estimates.
+Added: Management makes significant estimates regarding stock issuance, equity compensation, asset impairment, and purchase price allocations to record investments in real estate, as applicable.
+Added: Concentration
+Added: We had fourteen and fifteen parking operators during the years ended December 31, 2023 and 2022, respectively.
+Added: One tenant/operator, SP + Corporation (Nasdaq:
+Added: SP) (“SP+”), represented 61.3 % and 60.5 % of our revenue, excluding commercial revenue, for the years ended December 31, 2023 and 2022, respectively.
+Added: Premier Parking Service, LLC represented 12.1 % and 12.4 % of our revenue, excluding commercial revenue, for the years ended December 31, 2023 and 2022, respectively.
+Added: In addition, we had concentrations in Cincinnati ( 19.4 % and 19.2 %), Detroit ( 10.3 % and 12.5 %), and Chicago ( 9.1 % and 8.7 %) based on gross book value of real estate as of December 31, 2023 and 2022, respectively.
+Added: As of December 31, 2023 and 2022, 60.1 % and 59.2 % of our outstanding accounts receivable balance, respectively, was with SP+.
+Added: All assets acquired and liabilities assumed in an acquisition of real estate accounted for as a business combination are measured at their acquisition date fair values.
+Added: For acquisitions of real estate accounted for as an asset acquisition, the fair value of consideration transferred by us (including transaction costs) is allocated to all assets acquired and liabilities assumed on a relative fair value basis.
+Added: In making estimates of fair values for purposes of allocating purchase price, we will utilize several sources, including independent third -party valuations that may be obtained in connection with the acquisition or financing of the respective property and other market data.
+Added: We will also consider information obtained about each property as a result of our pre-acquisition due diligence, as well as subsequent marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed.
+Added: We allocate the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their relative fair values.
+Added: Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis.
+Added: We utilize various estimates, processes and information to determine the as-if vacant property value.
+Added: Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods.
+Added: Amounts allocated to land, land improvements, buildings and fixtures are based on valuations performed by independent third parties or on our analysis of comparable properties in our portfolio.
+Added: Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships, as applicable.
+Added: The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as if vacant.
+Added: In our analysis of the in-place lease intangibles, we consider multiple factors, including an estimate of carrying costs during the expected lease-up period for each property, current market conditions and costs to execute similar leases.
+Added: In estimating carrying costs, we will include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up period.
+Added: Estimates of costs to execute similar leases including leasing commissions, legal and other related expenses are also utilized.
+Added: The value of lease intangibles is amortized to Depreciation and Amortization in our Consolidated Statements of Operations over the remaining term of the respective lease.
+Added: If a tenant terminates its lease with us, the unamortized portion of any lease intangible is recognized over the shortened lease term.
+Added: Impairment of Long-Lived Assets
+Added: On a quarterly basis, we employ a multi-step approach to assess our real estate assets for possible impairment and record any impairment charges identified.
+Added: The first step is the identification of potential triggering events, such as declines in net operating income (“NOI”) and performance compared to internal forecasts.
+Added: If the results of this first step indicate a triggering event for a property, we proceed to the second step, utilizing an undiscounted cash flow model to identify potential impairment.
+Added: If the undiscounted cash flows are less than the net book value of the property as of the balance sheet date, we record an impairment charge based on the fair value determined in the third step.
+Added: In performing the third step, we utilize market data such as sales price per stall on comparable recent real estate transactions to estimate the fair value of the real estate assets.
+Added: We also utilize expected net sales proceeds to estimate the fair value of any centers that are actively being marketed for sale.
+Added: See Note O for additional discussion regarding impairment of long-lived assets.
+Added: At least annually, we review indefinite-lived intangible assets for indicators of impairment.
+Added: We first evaluate qualitative factors to determine if it is more likely than not that the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value.
+Added: Such qualitative factors include the impact of macroeconomic conditions, changes in the industry or market, cost factors, and financial performance.
+Added: If we then conclude that impairment exists, we will recognize a charge to earnings representing the difference between the carrying amount and the estimated fair value of the indefinite-lived intangible asset.
+Added: Cash, Cash Equivalents and Restricted Cash
+Added: We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
+Added: Cash equivalents may include cash and short-term investments.
+Added: Short-term investments are stated at cost, which approximates fair value and may consist of investments in money market accounts and money market funds.
+Added: Balances of cash and cash equivalents held at financial institutions may, at times, be in excess of the Federal Deposit Insurance Corporation (FDIC) insurance limit.
+Added: We mitigate credit risk by placing cash and cash equivalents with major financial institutions.
+Added: Restricted cash primarily consists of escrowed tenant improvement funds, real estate taxes, capital improvement funds, insurance premiums and other amounts required to be escrowed pursuant to loan agreements.
+Added: The majority of our revenue is rental income derived from leases of our real estate assets.
+Added: We account for our leases in accordance with ASC Topic 842, Leases (“ASC 842” ).
+Added: The majority of our leases are structured such that tenants pay base rent and percentage rent in an amount equal to a designated percentage of the amount by which gross revenues at the property during any lease year exceed a negotiated base amount;
+Added: tenants are also financially responsible for all, or substantially all, property-level operating and maintenance expenses, subject to certain exceptions.
+Added: We negotiate base rent, percentage rent and the base amount used in the calculation of percentage rent with the applicable tenant based on economic factors applicable to the particular parking facility and geographic market.
+Added: In general, we expect that the rent received from tenants will constitute the majority of the gross receipts generated at such parking facility above the applicable negotiated threshold.
+Added: A lease is determined to be an operating, sales-type, or direct financing lease using the criteria established in ASC 842.
+Added: Leases will be considered either sales-type or direct financing leases if any of the following criteria are met:
+Added: if the lease transfers ownership of the underlying asset to the lessee by the end of the term;
+Added: if the lease grants the lessee an option to purchase the underlying asset that is reasonably certain to be exercised;
+Added: if the lease term is for the major part of the remaining economic life of the underlying asset;
+Added: if the present value of the sum of the lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset.
+Added: If none of the criteria listed above are met, the lease is classified as an operating lease.
+Added: Currently, all of our leases are classified as operating leases.
+Added: Certain of our lease agreements provide for tenant reimbursements of property taxes and other operating expenses that are variable depending upon the applicable expenses incurred.
+Added: These reimbursements are accrued as Base Rental Income in our Consolidated Statements of Operations in the period in which the applicable expenses are incurred.
+Added: Certain assumptions and judgments are made in estimating the reimbursements at the end of each reporting period.
+Added: We do not expect the actual results to materially differ from the estimated reimbursements.
+Added: Lease receivables are reviewed each reporting period to determine whether or not it is probable that we will realize substantially all lease payments from our tenants.
+Added: If we determine it is not probable that we will collect substantially all of the remaining lease payments from a tenant, revenue for that tenant is recorded on a cash basis.
+Added: Future rental income for that tenant will then be recognized on a cash basis, including any amounts relating to tenant reimbursement of expenses and receivables related to straight-line rent.
+Added: We will resume recording lease income on an accrual basis for cash-basis tenants once we believe the collection of rent for the remaining lease term is probable, which will generally be after a period of regular payments.
+Added: Under ASC 842, the aforementioned adjustments as well as any reserve for disputed charges are recorded as a reduction of Base Rental Income on the Consolidated Statements of Operations.
+Added: Additionally, we may record a general reserve based on a review of operating lease receivables at a company level to ensure they are properly valued based on analysis of historical bad debt, outstanding balances, and the current economic climate.
+Added: Receivables on our Consolidated Balance Sheets exclude amounts removed related to tenants considered to be non-creditworthy, which were not material as of December 31, 2023 and 2022.
+Added: Investments in Real Estate
+Added: Investments in real estate are recorded at cost.
+Added: Improvements and replacements are capitalized when they extend the useful life of the asset.
+Added: Costs of repairs and maintenance are expensed as incurred.
+Added: Depreciation is recognized on a straight-line method over the estimated useful lives of each asset type.
+Added: We periodically assess the reasonableness of useful lives which generally have the following lives, by asset class:
+Added: up to 40 years for buildings, 15 years for land improvements, five years for fixtures and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests, generally one to 20 years.
+Added: Stock-Based Compensation
+Added: Stock-based compensation for equity awards is based on the grant date fair value of the equity awards and is recognized as General and Administrative in our Consolidated Statements of Operations over the requisite service or performance period.
+Added: Forfeitures are recognized as incurred.
+Added: Certain equity awards are subject to vesting based upon the satisfaction of various service, market, or performance conditions.
+Added: Fair value for our performance-based awards is calculated using the Monte Carlo method, which is intended to estimate the fair value of the awards using dividend yields, expected volatilities that are primarily based on available implied data and peer group companies’ historical data, and post-vesting restriction periods.
+Added: Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carryforwards.
+Added: Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
+Added: The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.
+Added: Valuation allowances are established when management determines that it is more likely than not that all or some portion of the deferred tax asset will not be realized.
+Added: A full valuation allowance has been recorded for deferred tax assets due to our history of taxable losses.
+Added: We use a two -step approach to recognize and measure uncertain tax positions.
+Added: The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolutions of related appeals or litigation processes, if any.
+Added: The second step is to measure the tax benefit as the largest amount that is more likely than not of being realized upon ultimate settlement.
+Added: We believe that our income tax filing positions and deductions would be sustained upon examination;
+Added: thus, we have not recorded any uncertain tax positions as of December 31, 2023 and 2022 .
+Added: Reportable Segments
+Added: Our principal business is the ownership, operation and management of parking facilities at a consolidated level.
+Added: We do not distinguish our principal business, or group our operations, by geography or size for purposes of measuring performance.
+Added: Accordingly, we have presented our results as a single reportable segment.
+Added: Recently Issued Accounting Standards
+Added: The following table provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements:
+Added: Planned Date of Adoption
+Added: Effect on Financial Statements or Other Significant Matters
+Added: ASU 2023 - 07—Segment Reporting (TOPIC 280 ):
+Added: Improvements to Reportable Segment Disclosures
+Added: The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
+Added: In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.
December 31, 2024
−Removed: For the Period from
−Removed: February 19, 2021
−Removed: (Inception) Through
+Added: We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements.
+Added: ASU 2023 - 09—Income Taxes (TOPIC 740 ):
+Added: Improvements to Income Tax Disclosures
+Added: The amendments require additional categories within the tax rate reconciliation and provide additional information on reconciling items that are 5% or more.
December 31, 2024
−Removed: Basic and diluted net income (loss) per ordinary share:
−Removed: Allocation of net income (loss)
−Removed: Basic and diluted weighted average ordinary shares outstanding
−Removed: Basic and diluted net income (loss) per ordinary share
−Removed: FASB ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.
−Removed: For those benefits to be recognized, a tax position must be more-likely-than-not
−Removed: to be sustained upon examination by taxing authorities.
−Removed: The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.
−Removed: The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
−Removed: There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021.
−Removed: The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
−Removed: FIFTH WALL ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
−Removed: As such, the Company’s tax provision was zero for the periods presented.
−Removed: The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
−Removed: Recent accounting standards
−Removed: In June 2022, the FASB issued ASU 2022-03,
−Removed: ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”.
−Removed: The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value.
−Removed: The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value.
−Removed: The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.
−Removed: Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance.
−Removed: The Company is still evaluating the impact of this pronouncement on the consolidated financial statements.
−Removed: Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.
−Removed: INITIAL PUBLIC OFFERING
−Removed: On May 27, 2021, the Company consummated its Initial Public Offering of 27,500,000 Public Shares, including 2,500,000 Public Shares as a result of the underwriters’ partial exercise of their over-allotment option, at an offering price of $ 10.00 per Public Share, generating gross proceeds of $ 275.0 million, and incurring offering costs of approximately $ 16.1 million, of which approximately $ 9.6 million was for deferred underwriting commissions.
−Removed: RELATED PARTY TRANSACTIONS
−Removed: Founder Shares
−Removed: On February 24, 2021, the Sponsor paid $ 25,000 of certain of the Company’s expenses as consideration for 4,312,500 Class B ordinary shares, par value $ 0.0001 per share (the “Founder Shares”).
−Removed: In April 2021, the Company effected a share capitalization for Class B ordinary shares, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding.
−Removed: The Sponsor agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0 % of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) after the Initial Public Offering.
−Removed: On May 27, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 2,500,000 Class A ordinary shares.
−Removed: On August 9, 2021, the Sponsor forfeited 312,500 Class B ordinary shares.
−Removed: The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:
−Removed: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions,
−Removed: share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading
−Removed: day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.
−Removed: FIFTH WALL ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Private Placement Shares
−Removed: Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 907,000 Class A ordinary shares, at a price of $ 10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $ 9.1 million.
−Removed: The Private Placement Shares will not be transferable or salable until 30 days after the completion of the initial Business Combination.
−Removed: Certain proceeds from the Private Placement Shares were added to the proceeds from the Initial Public Offering to be held in the Trust Account.
−Removed: Related Party Loans
−Removed: On February 24, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 pursuant to a promissory note (the “Note”).
−Removed: This loan was non-interest
−Removed: bearing and payable upon the completion of the Initial Public Offering.
−Removed: The Company borrowed approximately $ 109,000 through the Initial Public Offering.
−Removed: The Company repaid the Note in full upon closing of the Initial Public Offering.
−Removed: Subsequent to the repayment, the facility was no longer available to the Company.
−Removed: In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).
−Removed: If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.
−Removed: Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account.
−Removed: In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
−Removed: Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.
−Removed: The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $ 10.00 per share.
−Removed: The shares would be identical to the Private Placement Shares.
−Removed: As of December 31, 2022 and 2021 the Company had no outstanding borrowing under the Working Capital Loan.
−Removed: Administrative Services Agreement
−Removed: The Company entered into an Administrative Support Agreement (the “Administrative Support Agreement”) with Fifth Wall Ventures Management, LLC (“Management Company”) pursuant to which it agreed to pay Management Company a total of up to $ 17,500 per month for office space and professional, secretarial, administrative and support services provided to the Company.
−Removed: Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
−Removed: For the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021, the Company incurred expenses of $ 210,000 and $ 74,000 , under this agreement, respectively.
−Removed: As of December 31, 2022 and 2021, the Company had $ 284,000 and $ 74,000 , respectively, in balance outstanding for services in connection with such agreement on the accompanying consolidated balance sheets.
−Removed: In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket
−Removed: expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations.
−Removed: The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or the Company’s or their affiliates.
−Removed: Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account.
−Removed: For the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021, and as of December 31, 2022 and 2021, no such amounts were reimbursed or accrued respectively.
−Removed: FIFTH WALL ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: COMMITMENTS AND CONTINGENCIES
−Removed: Registration and Shareholder Rights
−Removed: The holders of Founder Shares, Private Placement Shares and Private Placement Shares that may be issued upon conversion of Working Capital Loans, were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering.
−Removed: The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company registered such securities.
−Removed: In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination.
−Removed: However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up
−Removed: period, which occurs (i) in the case of the Founder Shares, in accordance with the letter agreement the Company’s initial shareholders entered into and (ii) in the case of the Private Placement Shares, 30 days after the completion of the Company’s Business Combination.
−Removed: The Company will bear the expenses incurred in connection with the filing of any such registration statements.
−Removed: For the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021, and as of December 31, 2022 and 2021,
−Removed: no such amounts were reimbursed or accrued respectively .
−Removed: Underwriting Agreement
−Removed: The Company granted the underwriters a 45 -day
−Removed: option from the final prospectus relating to the Initial Public Offering to purchase up to 3,750,000 additional Public Shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.
−Removed: On May 27, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 2,500,000 Class A ordinary shares.
−Removed: On July 8, 2021, the over-allotment option expired.
−Removed: The underwriters were entitled to an underwriting discount of $ 0.20 per Public Share, or $ 5.5 million in the aggregate, paid upon the closing of the Initial Public Offering.
−Removed: In addition, $ 0.35 per Public Share, or approximately $ 9.6 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.
−Removed: The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
−Removed: In 2022, Goldman Sachs & Co.
−Removed: LLC (“Goldman”) and BofA Securities, Inc.
−Removed: (“BofA”), two of the representatives of the underwriters of the Company’s IPO, waived their deferred underwriting fee that accrued from their participation in the IPO, resulting in a gain from settlement of deferred underwriting commissions of approximately $ 6.0 million.
−Removed: Risks and Uncertainties
−Removed: Management continues to evaluate the impact of the COVID-19
−Removed: pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the consolidated financial statements.
−Removed: The consolidated financial statements does not include any adjustments that might result from the outcome of this uncertainty.
−Removed: Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide.
−Removed: Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination.
−Removed: In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia.
−Removed: Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities.
−Removed: FIFTH WALL ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: NOTE 7—CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION
−Removed: Some of the Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events.
−Removed: The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $ 0.0001 per share.
−Removed: Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.
−Removed: As of December 31, 2022 and 2021, there were 28,407,000 shares of Class A ordinary shares outstanding, of which 27,500,000 were subject to possible redemption and are classified outside of permanent equity in the consolidated balance sheets.
−Removed: The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table:
−Removed: Gross proceeds
−Removed: Offering costs allocated to Class A ordinary shares subject to possible
−Removed: Accretion of carrying value to redemption value
−Removed: Class A ordinary shares subject to possible redemption as of December 31, 2021
−Removed: Waiver of offering costs allocated to Class A ordinary shares subject to
−Removed: possible redemption
−Removed: Increase in redemption value of Class A ordinary shares subject to possible redemption
−Removed: Class A ordinary shares subject to possible redemption as of December 31, 2022
−Removed: SHAREHOLDERS’ DEFICIT
−Removed: Preference Shares
−Removed: -The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share.
−Removed: As of December 31, 2022 and 2021, there were no preference shares issued or outstanding.
−Removed: A Ordinary Shares-
−Removed: The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.
−Removed: As of December 31, 2022 and 2021, there were 28,407,000 Class A ordinary shares outstanding, of which 27,500,000 are classified as temporary equity (see Note 6).
−Removed: B Ordinary Shares
−Removed: –The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.
−Removed: As of December 31, 2022 and 2021, there were 6,875,000 Class B ordinary shares issued and outstanding (see Note 4).
−Removed: Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law;
−Removed: provided, that, prior to the initial Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time.
−Removed: Class B ordinary shares will automatically convert into Class A ordinary shares on a one -for-one
−Removed: basis (the “Initial Conversion Ratio”):
−Removed: (a) at any time and from time to time at the option of the Sponsor;
−Removed: or (b) automatically on the day of the consummation of a Business Combination.
−Removed: Notwithstanding the Initial Conversion Ratio, in the case that additional Class A ordinary shares or any other equity-linked securities, are issued, or deemed issued, by the Company in excess of the amounts offered in the Initial Public Offering and related to the consummation of a Business Combination, including pursuant to a specified future issuance, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the Sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted
−Removed: basis, 20 per cent of the sum of all Class B ordinary shares in issue upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (after giving effect to any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement shares issued to the Sponsor, officers or directors upon conversion of working capital loans.
−Removed: The automatic conversion of the Class B ordinary shares into Class A ordinary shares
−Removed: on the day of consummation of the initial Business Combination is not subject to any further triggering events.
−Removed: FIFTH WALL ACQUISITION CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: FAIR VALUE MEASUREMENTS
−Removed: The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 by level within the fair value hierarchy:
−Removed: Quoted Prices in
−Removed: Active Markets
−Removed: Significant Other
−Removed: Assets—Investments held in Trust Account—Money Market Fund
+Added: We are currently evaluating the impact the adoption of this standard will have on our disclosures.
+Added: Note C – Reverse Recapitalization
+Added: As described in Note A, the Merger closed on August 25, 2023.
+Added: In connection with the Merger:
+Added: ● holders of an aggregate of 27,080,715 FWAC Class A Shares, representing 95.3 % of FWAC’s Class A Shares, exercised their right to redeem their shares for cash for an aggregate redemption amount of $279,018,123;
+Added: ● Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), forfeited 4,855,000 FWAC Class B Shares held by the Sponsor immediately prior to the Closing for no consideration;
+Added: ● 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;
+Added: ● 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;
+Added: ● each then issued and outstanding share of Legacy MIC common stock was converted into 1.5 shares of the Company’s common stock;
+Added: ● 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;
+Added: ● 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;
+Added: ● 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.
+Added: Following the completion of the Merger, the Company had the following outstanding securities:
+Added: ● 13,089,848 shares of the Company’s common stock;
+Added: ● 39,811 shares of Series 1 Preferred Stock;
+Added: ● 2,862 shares of Series A Preferred Stock;
+Added: ● 46,000 shares of Series 2 Preferred Stock;
+Added: ● a warrant to purchase 2,553,192 shares of the Company’s common stock at an exercise price of $ 7.83 per share.
+Added: Following the completion of the Merger and after giving effect to the cashless conversion of 638,298 Class A Units into 156,138 Common Units by HS3 on August 29, 2023, the Operating Company had the following outstanding securities
+Added: ● 27,041,813 Common Units outstanding, 13,089,848 of which are owned by the Company, representing approximately 48.4 % of the outstanding Common Units;
+Added: ● 2,250,000 Performance Units;
+Added: ● 660,329 LTIP Units.
+Added: The following table reconciles the elements of the Merger to the consolidated statements of cash flows and the consolidated statement of changes in stockholder's equity/(deficit) for the twelve months ended December 31, 2023 (in thousands):
+Added: Fair value of Series 2 Preferred Stock
+Added: Common stock issued in exchange for FWAC Class A and B
+Added: Fair value of Earn-Out Shares issued
+Added: Equity-allocated offering costs
+Added: Impact to Addition-Paid in Capital
+Added: Non-cash Preferred Series 2 issuance expense
+Added: Earn-Out liability recognized
+Added: Series 2 Preferred Stock dividend paid-in-kind recognized
+Added: Net cash proceeds
+Added: 1,900,000 FWAC Class B Shares that converted to the Company’s common stock are subject to an earn-out structure (the “Earn-Out Shares”) under terms outlined in the Second Amended and Restated Sponsor Agreement.
+Added: The Earn-Out Shares vest if certain milestones related to share price are achieved as further described in Footnote I.
+Added: Because the shares have voting rights but have contingent vesting conditions, we have included the shares as issued but not outstanding on the face of the Consolidated Balance Sheets.
+Added: The estimated fair value of the Earn-Out Shares was recorded as approximately $ 5.8 million as of the Closing Date and is presented as earnout liability on the Consolidated Balance Sheets.
+Added: We will estimate the fair value of this liability at each reporting date during the contingency period and record any changes to our Consolidated Statement of Operations.
+Added: See Footnote O for additional fair value discussion.
+Added: We allocated $ 0.9 million of offering costs to the Earn-Out Shares, which was recorded as part of Organization, Offering, and Other Costs on the Consolidated Statements of Operations.
+Added: As part of accounting for the reverse recapitalization, we evaluated the Series 2 Preferred Stock arrangement using the guidance in ASC 820 and 480.
+Added: We determined the fair value of the Series 2 Preferred Stock, including the dividends to be paid-in-kind, was $ 66.7 million ($ 4.84 per share) at the time of the transaction.
+Added: We compared the fair value to the implied conversion rate based on a total of 13,787,464 shares of common stock being issued and $ 4.6 million of dividends paid in kind in return for $ 46 million in proceeds.
+Added: As a result, the excess in fair value was treated as non-cash compensation and was recorded as Preferred Series 2 issuance expense on the Consolidated Statements of Operations.
+Added: Note D — Acquisitions and Dispositions of Investments in Real Estate
+Added: In February 2023, we sold a parking lot located in Wildwood, New Jersey for $ 1.5 million, resulting in a gain on sale of real estate of approximately $ 0.7 million.
+Added: We received net proceeds of approximately $ 0.3 million after the repayment of the outstanding mortgage loan, interest and transaction costs.
+Added: In February 2024, we disposed of our Cincinnati Race Street location for $ 3.15 million.
+Added: As part of the agreement, we entered into a financing arrangement with the buyer.
+Added: Under the terms of the financing arrangement, the buyer will pay interest of 8 % on a $ 3.15 million dollar note for a term of 24 months, at which time the principal amount of the loan will be due.
+Added: The following table is a summary of the one parking asset acquisition completed during the year ended December 31, 2022 ( dollars in thousands).
+Added: 222 Sheridan Bricktown Garage LLC
+Added: Oklahoma City, OK
+Added: 555 0.64 15,628 $ 17,513
+Added: The following table is a summary of the allocated acquisition value of the property acquired during the year ended December 31, 2022 ( dollars in thousands).
+Added: In-Place Lease
+Added: 222 Sheridan Bricktown Garage LLC
+Added: $ 1,314 $ 16,020 $ 179 $ 17,513
+Added: In September 2022, we sold a parking lot located in Canton, Ohio for $ 0.7 million, resulting in a loss on sale of real estate of approximately $ 0.1 million.
+Added: We received net proceeds of approximately $ 0.1 million after the repayment of the outstanding mortgage loan, interest and transaction costs.
+Added: Note E — Intangible Assets
+Added: Intangible assets and related accumulated amortization consisted of the following for the years ended December 31, 2023 and 2022 (dollars in thousands):
+Added: Gross carrying
+Added: Gross carrying
+Added: Acquired in-place leases
+Added: $ 2,443 $ 1,845 $ 2,564 $ 1,621
+Added: Lease commissions
+Added: 182 136 165 106
+Added: Indefinite lived contract
+Added: 3,160 — 3,160 —
+Added: Acquired technology and other
+Added: 4,402 1,009 4,217 561
+Added: Total intangible assets
+Added: $ 10,187 $ 2,990 $ 10,106 $ 2,288
+Added: Amortization of the in-place lease value, lease commissions and acquired technology are included in Depreciation and Amortization in our Consolidated Statements of Operations.
+Added: Amortization expense associated with intangible assets totaled $0.8 m illion for the years ended December 31, 2023 and 2022 .
+Added: Estimated future amortization of intangible assets as of December 31, 2023 for each of the next five years is as follows (dollars in thousands):
+Added: Acquired in-place leases
+Added: Lease commissions
+Added: Acquired Technology
+Added: $ 291 $ 23 $ 481
+Added: Note F — Notes Payable
+Added: As of December 31, 2023 and 2022 , the principal balances on notes payable are as follows (dollars in thousands):
+Added: Original Debt
+Added: MVP Memphis Poplar (3)
+Added: Mabley Place Garage, LLC
+Added: 322 Streeter Holdco LLC
+Added: American National Insurance Co.
+Added: MVP Houston Saks Garage, LLC
+Added: Barclays Bank PLC
+Added: Minneapolis City Parking, LLC
+Added: American National Insurance, of NY
+Added: MVP Bridgeport Fairfield Garage, LLC
+Added: FBL Financial Group, Inc.
+Added: West 9th Properties II, LLC
+Added: American National Insurance Co.
+Added: MVP Fort Worth Taylor, LLC
+Added: American National Insurance, of NY
+Added: MVP Detroit Center Garage, LLC
+Added: Bank of America
+Added: Paul Holiday Garage, LLC (1)
+Added: Louis Washington, LLC (1)
+Added: Cleveland Lincoln Garage, LLC (1)
+Added: MVP Denver Sherman, LLC (1)
+Added: MVP Milwaukee Arena Lot, LLC (1)
+Added: MVP Denver 1935 Sherman, LLC (1)
+Added: MVP Louisville Broadway Station, LLC (2)
+Added: Cantor Commercial Real Estate
+Added: MVP Whitefront Garage, LLC (2)
+Added: Cantor Commercial Real Estate
+Added: MVP Houston Preston Lot, LLC (2)
+Added: Cantor Commercial Real Estate
+Added: MVP Houston San Jacinto Lot, LLC (2)
+Added: Cantor Commercial Real Estate
+Added: Louis Broadway, LLC (2)
+Added: Cantor Commercial Real Estate
+Added: Louis Seventh & Cerre, LLC (2)
+Added: Cantor Commercial Real Estate
+Added: MVP Indianapolis Meridian Lot, LLC (2)
+Added: Cantor Commercial Real Estate
+Added: St Louis Cardinal Lot DST, LLC
+Added: Cantor Commercial Real Estate
+Added: MVP Preferred Parking, LLC
+Added: Less unamortized loan issuance costs
+Added: We issued a promissory note to KeyBank for $ 12.7 million secured by the pool of properties.
+Added: We issued a promissory note to Cantor Commercial Real Estate Lending, L.P.
+Added: (“CCRE”) for $ 16.25 million secured by the pool of properties.
+Added: 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.
+Added: Louis 2013 and MVP Memphis Poplar.
+Added: * 2 Year Interest Only
+Added: ** 10 Year Interest Only
+Added: I/O - Interest Only
+Added: In September 2023, we paid five notes in full with Vestin Realty Mortgage II, Inc.
+Added: in the amount of approximately $ 9.9 million.
+Added: In February 2024, we refinanced the note payable for MVP St.
+Added: Louis 2013 and MVP Memphis Poplar with a ten year, $ 5.9 million note payable with an interest rate of 7.94 %.
+Added: Reserve funds are generally required for repairs and replacements, real estate taxes, and insurance premiums.
+Added: Some notes contain various terms and conditions including debt service coverage ratios and debt yield limits.
+Added: As of December 31, 2023, borrowers for two of the Company’s loans totaling $ 38.2 million, failed to meet certain loan covenants.
+Added: As a result, we are subject to additional cash management procedures, which resulted in approximately $ 0.8 million of restricted cash as of December 31, 2023.
+Added: In order to exit cash management, certain debt service coverage ratios or debt yield tests must be exceeded for two consecutive quarters to return to less restrictive cash management procedures.
+Added: As of December 31, 2023, future principal payments on notes payable are as follows (dollars in thousands):
+Added: Note G — Revolving Credit Facility and Interest Rate Cap
+Added: Revolving Credit Facility
+Added: In March 2022, we entered into a Credit Agreement (the “Credit Agreement”) with KeyBank Capital Markets, as lead arranger, and KeyBank, National Association, as administrative agent.
+Added: The Credit Agreement refinanced our then-current loan agreements for certain properties.
+Added: The Credit Agreement provided for, among other things, a $ 75.0 million revolving credit facility, originally maturing on April 1, 2023 ( the “Revolving Credit Facility”).
+Added: Borrowings under the Revolving Credit Facility bear interest at a Secured Overnight Financing Rate (“SOFR”) benchmark rate or Alternate Base Rate, plus a margin of between 1.75 % and 3.00 %, with respect to SOFR loans, or 0.75 % to 2.00 %, with respect to base rate loans, based on our leverage ratio as calculated under the Credit Agreement.
+Added: The Credit Agreement is secured by a pool of properties and requires compliance with certain financial covenants.
+Added: The Credit Agreement also included financial covenants that required us to (i) maintain a total leverage ratio not to exceed 65.0 %, (ii) not to exceed certain fixed charge coverage ratios, and (iii) maintain a certain tangible net worth.
+Added: During 2022, we drew $ 73.7 million on the Revolving Credit Facility to pay-off certain mortgage loans and fund an acquisition of a single garage.
+Added: In November 2022, we executed an amendment to the Credit Agreement which extended the maturity of the Revolving Credit Facility to April 1, 2024, amended certain financial covenants through the new term, and added a requirement for us to use diligent efforts to pursue an equity raise or liquidity event by March 31, 2023.
+Added: On the Closing Date, we entered into a second amendment to the Credit Agreement which reduced the total commitment from $ 75 million to $ 58.7 million, required us to remit $ 15 million of the proceeds from the Preferred PIPE Investment to pay down outstanding borrowings under the Credit Agreement, removed the fixed charge coverage ratio, required a borrowing base interest coverage ratio, required us maintain at least $ 7 million in unencumbered cash and cash equivalents, required contribution of certain real property as collateral, increased the debt pool yield, and established a reserve for certain cash collateral to be used for interest payments.
+Added: Concurrent with the paydown of $ 15 million, $ 0.1 million of unamortized loan fees were written off to Interest Expense in the Consolidated Statements of Operations.
+Added: As of December 31, 2023, the balance of unamortized loan fees associated with the Revolving Credit Facility is $ 0.2 million which is being amortized to Interest Expense, Net in the Consolidated Statements of Operations over the remaining term.
+Added: In March 2024, we executed the Third Amendment to the Credit Agreement, which provided extension options through June 2025 with increased interest rate spreads above SOFR at each extension.
+Added: We executed one of these options, which extends the maturity through October 2024.
+Added: Exercising an option following that maturity date would result in an interest rate spread above SOFR of 3.5 %.
+Added: Interest Rate Cap
+Added: In August 2023, we entered into an interest rate cap agreement with KeyBank with an initial value of approximately $ 0.2 million and a maturity on April 1, 2024.
+Added: The arrangement was for a notional amount of $ 58.7 million and limited the SOFR to a rate of 4.90 %.
+Added: Our use of derivative instruments is limited to this interest rate cap to manage interest rate exposure.
+Added: The principal objective of this arrangement is to minimize the risks and costs associated with our financial structure, which are in part determined by interest rates.
+Added: We have elected not to use hedge accounting due to the short-term duration of the arrangement and, as such, will reflect changes in fair value of the arrangement within our Consolidated Statements of Operations.
+Added: The change in the fair value of the interest rate cap from inception through December 31, 2023 was $ 0.2 million and recorded as Other Income, Net on the Statement of Operations.
+Added: Note H — Leases
+Added: All of our leases are classified as operating leases.
+Added: The following table summarizes the components of operating lease revenue recognized during the years ended December 31, 2023 and 2022 included within the Consolidated Statements of Operations (dollars in thousands):
+Added: Year Ended December 31,
+Added: Lease revenue
+Added: Fixed contractual payments
+Added: $ 7,103 $ 7,107
+Added: Variable lease payments
+Added: $ 23,100 $ 21,542
+Added: Straight-line rental income
+Added: Future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of December 31, 2023 , assuming no new or renegotiated leases or option extensions on lease agreements are executed, are as follows (excluding leases subsequently replaced by asset management contracts, dollars in thousands):
+Added: Years Ending December 31,
+Added: Future lease payments due
+Added: Note I – Equity
+Added: Prior to the Merger, Legacy MIC had two classes of capital stock outstanding:
+Added: common stock and preferred stock.
+Added: Following the Merger, we retain two classes of capital stock authorized for issuance under our Charter:
+Added: 500,000,000 shares of common stock, par value $ 0.0001 per share, and 100,000,000 shares of preferred stock, par value $ 0.0001 per share, of which 97,000 are designated as shares of Series 1 Preferred Stock, 50,000 are designated as shares of Series A Preferred Stock and 60,000 are designated as shares of Series 2 Preferred Stock.
+Added: By virtue of the consummation of the Merger, the Sponsor owns 1,900,000 Earn-out Shares subject to vesting restrictions and forfeiture under the terms of the Sponsor Agreement, as follows:
+Added: (a) 950,000 Earnout Shares will vest at such time as the aggregate volume-weighted average price per share of our common stock for any 5 -consecutive trading day period after the Closing Date equals or exceeds $ 13.00 per share (provided that such shares will be cancelled if not vested prior to December 31, 2026) and (b) 950,000 Earn-out Shares will vest at such time as the aggregate volume-weighted average price per share of our common stock for any 5 -consecutive trading day period after the Closing Date equals or exceeds $ 16.00 per share (provided that such shares will be cancelled if they have not vested prior to December 31, 2028).
+Added: The Earn-out Shares are classified as a liability on the Consolidated Balance Sheet, as certain settlement provisions within the agreement can affect the settlement value of the shares.
+Added: As described in Note A above, each issued and outstanding share of Legacy MIC Series 1 Preferred Stock and Legacy MIC Series A Preferred Stock converted into the right to receive one share of Series 1 Preferred Stock or one share of Series A Preferred Stock, as applicable, having terms materially the same as the applicable Legacy MIC Preferred Stock, except that the shares of Series 1 Preferred Stock and Series A Preferred Stock will be convertible into shares of our common stock instead of shares of Legacy MIC common stock.
+Added: Series A Convertible Redeemable Preferred Stock
+Added: The terms of the Series A Preferred Stock provide that the holders of the Series A Preferred Stock are entitled to receive, when and as authorized by the Board and declared by us out of legally available funds, cumulative cash dividends on each share at an annual rate of 7.50 % of the stated value pari passu with the dividend preference of the Series 1 Preferred Stock and in preference to any payment of any dividend on our common stock until the occurrence of a Listing Event, at which time, the annual dividend rate was reduced to 5.75% on the stated value of the Series A Preferred Stock.
+Added: The closing of the Merger and the listing of our common stock on the NYSE American constituted a Listing Event under the terms of the Series A Preferred Stock.
+Added: In March 2020, the Board unanimously authorized the suspension of the payment of distributions on the Series A Preferred Stock;
+Added: however, such distributions will continue to accrue in accordance with the terms of the Series A Preferred Stock.
+Added: Since initial issuance, we had declared distributions of approximately $ 1.4 million of which approximately $ 0.6 million had been paid to Series A stockholders.
+Added: As of December 31, 2023 and 2022, approximat ely $ 0.8 m illion and $ 0.6 million of Series A Preferred Stock distributions that were accrued and unpaid, respectively, are included in Accrued Preferred Distributions on the Consolidated Balance Sheet.
+Added: Subject to our redemption rights, each share of Series A Preferred Stock is convertible into common stock at the election of the holder thereof by delivery of a written notice, containing the information required by our charter, by a holder of shares of Series A Preferred Stock electing to convert such shares into common stock (the “Series A Preferred Stock Conversion Notice”), containing the information required by the charter, at any time.
+Added: Subject to our redemption rights, the conversion of Series A Preferred Stock into common stock will occur at the end of the 20th trading day after our receipt of such Series A Preferred Stock Conversion Notice.
+Added: Each share of Series A Preferred Stock will convert into a number of shares of common stock determined by dividing the sum of (i) 100% of the Series A Preferred Stock stated value, which is $1,000, plus (ii) any accrued but unpaid dividends to, but not including, the date of conversion by the volume weighted average price per share of common stock for the 20 trading days prior to the delivery date of the Series A Preferred Stock Conversion Notice.
+Added: As of December 31, 2023, approximately 50 shares of Series A Preferred Stock have been converted to approximately 14,000 shares of common stock.
+Added: Series 1 Convertible Redeemable Preferred Stock
+Added: The terms of the Series 1 Preferred Stock provide that the holders of the Series 1 Preferred Stock are entitled to receive, when and as authorized by the Board and declared by us out of legally available funds, cumulative cash dividends on each share at an annual rate of 7.00 % of the stated value pari passu with the dividend preference of the Series A Preferred Stock and in preference to any payment of any dividend on our common stock until the occurrence of a Listing Event, at which time, the annual dividend rate was reduced to 5.50 % on the stated value of the Series 1 Preferred Stock.
+Added: The closing of the Merger and the listing of our common stock on the NYSE American constituted a Listing Event under the terms of the Series 1 Preferred Stock.
+Added: On March 24, 2020, the Board unanimously authorized the suspension of the payment of distributions on the Series 1 Preferred Stock, however, such distributions will continue to accrue in accordance with the terms of the Series 1 Preferred Stock.
+Added: Since initial issuance, the Company had declared distributions of approximately $ 16.1 million of which approximately $ 6.4 million had been paid to Series 1 Preferred Stock stockholders.
+Added: As of December 31, 2023 and 2022, approximately $ 9.7 m illion and $ 7.9 million of Series 1 Preferred Stock distributions that were accrued and unpaid, respectively, are included in Accrued Preferred Distributions on the consolidated balance sheet.
+Added: Subject to our redemption rights, each share of Series 1 Preferred Stock is convertible into common stock at the election of the holder thereof by delivery of a written notice, containing the information required by our charter, by a holder of shares of Series 1 Preferred Stock electing to convert such shares into common stock (the “Series 1 Preferred Stock Conversion Notice”), containing the information required by the charter, at any time.
+Added: Subject to our redemption rights, the conversion of Series 1 Preferred Stock into common stock will occur at the end of the 20th trading day after our receipt of such Series 1 Preferred Stock Conversion Notice.
+Added: Each share of Series 1 Preferred Stock will convert into a number of shares of common stock determined by dividing the sum of (i) 100% of the Series 1 Preferred Stock stated value, which is $1,000, plus (ii) any accrued but unpaid dividends to, but not including, the date of conversion by the volume weighted average price per share of common stock for the 20 trading days prior to the delivery date of the Series 1 Preferred Stock Conversion Notice.
+Added: As of December 31, 2023, approximately 3,100 shares of Series 1 Preferred Stock have been converted to approximately 1.0 million shares of common stock.
+Added: Series 2 Convertible Preferred Stock
+Added: On June 15, 2023, the Preferred PIPE Investors each entered into a Preferred Subscription Agreement with FWAC pursuant to which, among other things, the Preferred PIPE Investors agreed to subscribe for and purchase, and FWAC agreed to issue and sell to the Preferred PIPE Investors, a total of 46,000 shares of Series 2 Preferred Stock at $ 1,000 per share for an aggregate purchase price of $ 46,000,000 , on the terms and subject to the conditions set forth therein.
+Added: The Series 2 Preferred Stock was entitled to receive dividends at a cumulative annual rate of 10 % during the period between the initial issuance of such shares and the conversion thereof into shares of our common stock;
+Added: provided that if the date of distribution occurs prior to the first anniversary of the original date of issuance of such share, the holder of such share of Series 2 Preferred Stock shall receive dividends at a cumulative annual rate of 10 % of the $ 1,000.00 per share liquidation preference for a period of one year, and will be paid in full on the conversion date.
+Added: Dividends were to be paid in kind and also convert into shares of our common stock on the earlier of (a) a change of control of MIC and (b) December 31, 2023.
+Added: The Series 2 Preferred Stock converted at a conversion price of $ 3.67 per share of common stock, subject to appropriate adjustment in relation to certain events, such as recapitalizations, stock dividends, stock splits, stock combinations, reclassifications or similar events affecting the Series 2 Preferred Stock, as set forth in the Charter.
+Added: Accordingly, the aggregate of 46,000 shares of Series 2 Preferred Stock converted into a total of 13,787,462 shares of our common stock, which number is comprised of (i) 12,534,058 shares of our common stock issuable upon the conversion of 46,000 shares of Series 2 Preferred Stock based on the stated value of such shares and (ii) 1,253,404 shares of our common stock issuable upon the conversion of the dividends.
+Added: Because the terms and amount of the dividend are contractually agreed upon, at the time of the Merger we recorded the full $ 4.6 million value of the paid-in-kind dividend.
+Added: In accordance with its warrant agreement between Legacy MIC and Color Up, dated August 25, 2021 ( the “Warrant Agreement”), Color Up had the right to purchase up to 1,702,128 shares of common stock, at an exercise price of $ 11.75 per share for an aggregate cash purchase price of up to $ 20.0 million (the “Common Stock Warrants”).
+Added: Each whole Common Stock Warrant entitled the registered holder thereof to purchase one whole share of common stock at a price of $ 11.75 per share, subject to customary adjustments, at any time following a “Liquidity Event,” which was defined as an initial public offering and/or listing of the common stock on the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange.
+Added: As of the Closing Date, FWAC, Legacy MIC, and Color Up entered into a Warrant Assumption and Amendment Agreement (the “Warrant Assumption and Amendment Agreement”) to the Warrant Agreement, whereby the Company assumed the Common Stock Warrants remaining outstanding and unexpired at that time, and such Common Stock Warrants became the common stock warrants of the Company.
+Added: Subsequent to the Closing date, 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 Common Stock Warrants from $ 11.75 to $ 7.83 per share and the increase in the number of the underlying shares from 1,702,128 shares of Legacy MIC common stock to 2,553,192 shares of our common stock) and (ii) permit Color Up to exercise the Common Stock Warrants on a cashless basis at Color Up’s option.
+Added: The Common Stock Warrants expire on August 25, 2026 and are classified as equity and recorded at the issuance date fair value.
+Added: Securities Purchase Agreement
+Added: On November 2, 2021, Legacy MIC entered into a securities purchase agreement (the “Securities Purchase Agreement”) by and among the Company, the Operating Partnership, and HS3, pursuant to which the Operating Partnership issued and sold to HS3 (a) 1,702,128 newly issued OP Units;
+Added: and (b) 425,532 newly-issued Class A units of limited partnership of the Operating Partnership (“Class A Units”) which entitle HS3 to purchase up to 425,532 additional OP Units (the “Additional OP Units”) at an exercise price equal to $ 11.75 per Additional OP Unit, subject to adjustment as provided in the Class A Unit agreement, and HS3 paid to the Operating Partnership cash consideration of $ 20.0 million.
+Added: The Additional OP Units are available to be exercised only upon completion of a Liquidity Event, as defined in the Securities Purchase Agreement.
+Added: In connection with the Merger, the number of Class A Units was adjusted to 638,298 and the exercise price for the Class A Units was adjusted to $ 7.83 per Class A Unit.
+Added: The Common Units generally may be redeemed by the holder thereof for cash or, at the option of the Company, for shares of common stock.
+Added: Such securities were issued in a private placement transaction exempt from registration pursuant to Section 4 (a)( 2 ) of the Securities Act.
+Added: On August 29, 2023, the Operating Company issued 156,138 Common Units to HS3 upon the cashless exercise of 638,298 Class A Units based upon a fair market value of $ 10.37 per Common Unit.
+Added: Convertible Noncontrolling Interests
+Added: As of December 31, 2023, the Operating Company had approximat ely 42 million Comm on Units outstanding, excluding any equity incentive units granted.
+Added: Beginning six months after first acquiring Common Units, each member will have the right to redeem the Common Units for either cash or common stock, subject to both the Company's discretion and the terms and conditions set forth in the limited liability company agreement of the Operating Company (the “Operating Agreement”).
+Added: The Common Units not held by the Company outstanding as of December 31, 2023 are classified as noncontrolling interests within permanent equity on our Consolidated Balance Sheet.
+Added: Note J - Stock-Based Compensation
+Added: Long-Term Incentive Plan
+Added: We issue equity-based awards to promote the success and enhance the value of MIC and the Operating Company, by linking the individual interests of employees, consultants and members of the MIC Board to those of MIC’s stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to MIC’s stockholders.
+Added: We issue awards under our 2023 Incentive Award plan (the "Plan").The Plan provides for the grant of stock options, including incentive stock options (“ISOs”), and nonqualified stock options (“NSOs”), restricted shares, dividend equivalent awards, share payment awards, restricted share units (“RSUs”), performance awards, performance share awards, other incentive awards, profits interest units (including Performance Units and LTIP Units) and SARs.
+Added: Going forward, the Board intends to grant awards during the first quarter of each year.
+Added: Service-based awards will typically follow a multi-year graded vesting schedule and will vest in the form of common stock or LTIP Units.
+Added: LTIP Units are a class of equity interest in the Operating Company that are intended to qualify as “profits interests” for federal income tax.
+Added: The value of vested LTIP Units is realized by the holder through conversion of the LTIP Units into Common Units.
+Added: Employee Awards
+Added: In February 2023, we granted Mr.
+Added: Chavez and Ms.
+Added: Hogue 0.2 million LTIP Units, respectively, in lieu of their 2022 target annual bonus.
+Added: Of these awards granted to Mr.
+Added: Chavez and Ms.
+Added: Hogue, approximately 35,600 LTIP Units vested immediately, with the remaining scheduled to vest over a three -year period.
+Added: The grant date fair value was determined to be $ 8.99 per unit for each of the LTIP Units awarded.
+Added: In August 2022 we granted 0.4 million LTIP Units to our executives which would vest upon the completion of a Liquidity Event.
+Added: In December 2022, we amended the award to require a service condition for a period of one year from a Liquidity Event.
+Added: The modified grant date fair value of these LTIP Units was determined to be $ 15.00 per unit.
+Added: As a result of the Closing, these LTIP Units achieved their performance hurdle.
+Added: In September 2023, the Compensation Committee of the Board of Directors approved the cancellation of 0.1 million of these LTIP Units.
+Added: The expense associated with the cancellation of approximately $ 1.4 million is included in General and Administrative in the accompanying Consolidated Statements of Operations.
+Added: The cancellation was a result of a plan to reallocate the award shares to non-executive employees.
+Added: As a result, in December 2023, we granted 0.1 million restricted stock units to non-executive employees which will vest in August 2024.
+Added: The remaining value of the LTIP awards granted to the executives is being expensed over the one -year service period following the Closing.
+Added: In May 2022, we granted an aggregate of 2.3 million Performance Units of the Operating Partnership (“PUs”) to the executive officers of the Company.
+Added: The PUs vest upon the achievement of a 50 % market condition and a 50 % performance condition.
+Added: The performance period ends in December 2025 for the market condition and in December 2027 for the performance condition.
+Added: The grant date fair value of the PUs with market conditions was estimated at $ 5.97 per unit using a Monte Carlo simulation of future stock prices for us and our corresponding peer group.
+Added: The PUs subject to a performance conditions will vest if we achieve a hurdle related to our adjusted funds from operations per share for four consecutive quarters prior to the fourth quarter of 2025 and then for an additional four consecutive quarters prior to December 2027.
+Added: The PUs subject to a performance condition were deemed not probable of achievement as of December 31, 2023 or 2022, and therefore we did not record any charges related to the awards with a performance condition.
+Added: The probability of achievement of the performance condition will continue to be assessed throughout the performance period.
+Added: Director Awards
+Added: We granted approximately 14,500 and 39,100 LTIP Units in 2022 and 2023, respectively to our independent directors in consideration for their accrued but unpaid director compensation fees from 2021 and 2022.
+Added: The LTIP Units will vest over a three -year period.
+Added: Prior to the granting of the Director LTIP Units, the associated compensation was anticipated to be paid in cash, and as such, the expense was accrued as a liability in the Consolidated Balance Sheets.
+Added: Upon vesting, the Director LTIP Units are redeemable in cash or shares, at the option of the holder.
+Added: As a result, the Director LTIP Units are classified as a liability within accounts payable and accrued expenses in the Consolidated Balance Sheet as of December 31, 2022.
+Added: The following table sets forth a roll forward of all incentive equity awards for the years ended December 31, 2023 and 2022:
+Added: Number of Incentive Equity Awards
+Added: Weighted-Average Grant Date Fair Value Per Share
+Added: Nonvested - January 1, 2022
+Added: 2,673,041 8.44
+Added: Nonvested - January 1, 2023
+Added: 2,673,041 $ 8.44
+Added: ( 59,681 ) 9.40
+Added: ( 135,320 ) 10.00
+Added: Nonvested - December 31, 2023
+Added: 2,825,122 $ 8.22
+Added: We recognized $ 8.6 million and $ 2.5 million of equity-based compensation expense for the years ended December 31, 2023 and 2022, respectively, which is included in General and Administrative in the Consolidated Statements of Operations.
+Added: Included in the 2023 expense were equity awards granted in lieu of salary amounts as noted below.
+Added: The remaining unrecognized compensation cost of approximately $ 3.3 million, which excludes $ 11.6 million related to awards deemed not probable to achieve their performance target, will be recognized over a weighted average term of 1.2 years.
+Added: In January 2024, the Compensation Committee of the Board of Directors approved the issuance of the following awards:
+Added: 0.3 million LTIP units to Mr.
+Added: Chavez in lieu of his salary for 2021 and 2023 and for his 2023 short-term incentive award.
+Added: These awards were issued at a grant date fair value of $ 3.84 and vested upon issuance.
+Added: At the same time, 0.2 million LTIP units were granted in lieu of his 2024 salary, which will vest in four equal increments each quarter over the next twelve months.
+Added: 0.4 million LTIP units and 0.2 million restricted stock units awarded at a grant date fair value of $ 3.84 to our executives representing the long term incentive awards for 2023 and 2024.
+Added: These awards will vest on a graded schedule over three years.
+Added: 0.1 million LTIP Units and 0.1 million restricted stock units with a grant date fair value of $ 6.11 to our executives using the Monte Carlo method.
+Added: These awards will vest based upon the performance of our stock versus the Russell 2000 Index three years from the grant date.
+Added: 0.2 million restricted stock units awarded to the independent directors as consideration for service in 2023 and 2024.
+Added: These awards have a grant date fair value of $ 3.84 and will vest twelve months on the one year anniversary of the grant date.
+Added: Note K — Employee Benefit Plan
+Added: We sponsor a 401 (k) plan that provides benefits for qualified employees.
+Added: Our match of the employee contributions is discretionary and is equal to 100 % of the first 6% of eligible compensation contributed by each employee.
+Added: All contributions are funded in cash and vest immediately.
+Added: Total expense recorded for the matching 401 (k) contribution in the years ended December 31, 2023 and 2022, was approximately $ 109,000 and $ 147,000 , respectively.
+Added: Note L – Earnings Per Share
+Added: Basic and diluted loss per weighted average common share (“EPS”) is calculated by dividing net income (loss) attributable to the our common stockholders, including any participating securities, by the weighted average number of shares outstanding for the period.
+Added: We include the effect of participating securities in basic and diluted earnings per share computations using the two -class method of allocating distributed and undistributed earnings when the two -class method is more dilutive than the treasury stock method.
+Added: Outstanding warrants and stock-based compensation were antidilutive as a result of the net loss for the twelve months ended December 31, 2023 and 2022 and therefore were excluded from the dilutive calculation.
+Added: We include unvested PUs as contingently issuable shares in the computation of diluted EPS once the market criteria is met, assuming that the end of the reporting period is the end of the contingency period.
+Added: We had 2.8 million un vested service-and performance-based awards which are considered antidilutive to the dilutive loss per share calculation for the twelve months ended December 31, 2023 and 2022.
+Added: The following table reconciles the numerator and denominator used in computing our basic and diluted per-share amounts for net loss attributable to common stockholders for the twelve months ended December 31, 2023 and 2022 (dollars in thousands):
+Added: Net loss attributable to MIC
+Added: $ ( 32,475 ) $ ( 11,119 )
+Added: Net loss attributable to participating securities
+Added: Net loss attributable to MIC common stock
+Added: $ ( 32,475 ) $ ( 11,119 )
+Added: Basic and dilutive weighted average shares of Common Stock outstanding
+Added: 13,244,388 13,089,848
+Added: Basic and diluted loss per weighted average common share:
+Added: Basic and dilutive
+Added: $ ( 2.45 ) $ ( 0.85 )
+Added: Note M – Variable Interest Entities
+Added: We, through a wholly owned subsidiary of the Operating Company, own a 51.0 % beneficial interest in MVP St.
+Added: Louis Cardinal Lot, DST, a Delaware Statutory Trust (“MVP St.
+Added: Louis is the owner of a 2.56 -acre, 376 -vehicle commercial parking lot, known as the Cardinal Lot.
+Added: Louis is considered VIE and we conclude that it is the primary beneficiary since the power to direct the activities that most significantly impact the economic performance of MVP St.
+Added: Louis was held by MVP Parking DST, LLC (the “Manager”) and certain subsidiaries of the Manager, which is controlled by Mr.
+Added: As a result, we consolidate its investment in MVP St.
+Added: Louis and MVP St.
+Added: Louis Cardinal Lot Master Tenant, LLC, which had total assets of approximatel y $ 13.0 and $ 12.6 million (substantially all real estate investments) and liabilities of approximately $ 6.6 and $ 6.2 m illion (substantially all mortgage debt) as of December 31, 2023 and 2022, respectively.
+Added: Note N — Income Taxes
+Added: The Company previously elected to be taxed as a REIT for federal income tax purposes and operated in a manner that allowed the Company to qualify as a REIT through December 31, 2019.
+Added: As a consequence of the COVID- 19 pandemic, the Company earned management income in lieu of lease income from a number of distressed tenants, which did not constitute qualifying REIT income for purposes of the annual REIT gross income tests, and, as a result, the Company was not in compliance with the annual REIT income tests for the year ended December 31, 2020.
+Added: Accordingly, the Company did not qualify for taxation as a REIT in 2020 and continues to be taxed as a C corporation.
+Added: As a C corporation, the Company is subject to federal income tax on its taxable income at regular corporate rates.
+Added: A full valuation allowance for deferred tax assets was historically provided each year since the Company believed that as a REIT it was more likely than not that it would not realize the benefits of its deferred tax assets.
+Added: As a taxable C Corporation, the Company has evaluated its deferred tax assets for the year ended December 31, 2023, which consist primarily of net operating losses and its investment in the Operating Partnership.
+Added: Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets.
+Added: A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three -year period ended December 31, 2023.
+Added: Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.
+Added: Despite substantial growth in property-level operations, the Company has continued to generate a net loss and as such the Company has determined that it will continue to record a full valuation allowance against its deferred tax assets for the year ended December 31, 2023.
+Added: A change in circumstances may cause the Company to change its judgment about whether deferred tax assets should be recorded, and further whether any such assets would more likely than not be realized.
+Added: The Company would generally report any change in the valuation allowance through its Consolidated Statements of Operations in the period in which such changes in circumstances occur.
+Added: The provision for income taxes for the years ended December 31, 2023 and 2022 consisted of the following, which is included in general and administrative expense in the Consolidated Statements of Operations (dollars in thousands):
+Added: Total Current
+Added: Total Deferred
+Added: The following table presents a reconciliation of the statutory corporate U.S.
+Added: federal income tax rate to the Company’s effective tax rate as of December 31, 2023 :
+Added: statutory rate
+Added: 21.00 % 21.00 %
+Added: State taxes, net of federal effect
+Added: 2.13 % 2.29 %
+Added: Non-Deductible Expenses
+Added: ( 9.85 )% 0.89 %
+Added: Change in Valuation Allowance
+Added: ( 13.40 )% ( 24.54 )%
+Added: Effective income tax rate
+Added: The balances for deferred taxes for the years ended December 31, 2023 and 2022 consisted of the following (dollars in thousands):
+Added: Year Ended December 31,
+Added: Deferred Tax Assets:
+Added: NOL Carryforward
+Added: $ 17,522 $ 14,030
+Added: Intangible Assets
+Added: Investment in Operating Partnership
+Added: Gross deferred tax assets
+Added: $ 31,324 $ 27,094
+Added: Less valuation allowance
+Added: ( 31,324 ) ( 27,094 )
+Added: Total deferred tax assets
+Added: Deferred Tax Liabilities:
+Added: Straight-line Rent
+Added: Total net deferred taxes
+Added: As of December 31, 2023, the Company had federal and various state net operating loss (NOL) carryforwards of $ 73.8 million and $ 44.1 million, respectively.
+Added: The federal net operating losses generated in 2018 and after of $ 65.2 million will carryforward indefinitely and be available to offset up to 80% of future taxable income each year.
+Added: The federal net operating losses generated prior to 2018 of $ 8.6 million will begin to expire in 2036 unless previously utilized.
+Added: Note O — Fair Value
+Added: A fair value measurement is based on the assumptions that market participants would use in pricing an asset or liability in an orderly transaction.
+Added: The hierarchy for inputs used in measuring fair value are as follows:
+Added: Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
+Added: Level 2 – Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations whose inputs are observable.
+Added: Level 3 – Model-derived valuations with unobservable inputs.
+Added: In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.
+Added: In such cases, for disclosure purposes, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.
+Added: Our financial instruments include cash and cash equivalents, restricted cash, accounts receivable and accounts payable.
+Added: Due to their short maturities, the carrying amounts of these assets and liabilities approximate fair value.
+Added: The estimated fair value of our debt (including notes payable and the Revolving Credit Facility) was derived using Level 2 inputs and approxim ates $ 182.9 million and $ 207.4 million as of December 31, 2023 and 2022, respectively.
+Added: Recurring and Nonrecurring Fair Value Measurements
+Added: Our Earn-out Shares and interest rate cap are measured and recognized at fair value on a recurring basis, while certain real estate assets and liabilities are measured and recognized at fair value as needed.
+Added: Fair value measurements that occurred as of and during the year ended December 31, 2023 and 2022, were as follows (in thousands):
December 31, 2023
December 31, 2022
−Removed: Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.
−Removed: For the period from February 19, 2021 (inception) through December 31, 2022, there were no transfers to/from Levels 1, 2, and 3
−Removed: Level 1 instruments include investments in money market funds invested in US government securities.
−Removed: The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.
−Removed: No money has been
−Removed: withdrawn from the Trust.
−Removed: SUBSEQUENT EVENTS
−Removed: On February 24, 2023, Deutsche Bank Securities Inc., an underwriter to the Company’s IPO, waived its entitlement to its portion of its deferred underwriting fee payable upon consummation of an initial business combination pursuant to the underwriting agreement.
−Removed: On March 23, 2023, the Company, Merger Sub and MIC entered into the First Amendment to the Agreement and Plan of Merger (the “First Amendment”) to, among other things, clarify the intended tax treatment of the Merger, expand the size of the post-closing board of directors, and revise certain pre-closing reorganizational steps of MIC affiliates.
−Removed: The Company evaluated subsequent events and transactions that occurred after the balance sheet date and up to the date consolidated financial statements were issued.
−Removed: Based upon this review, other than as disclosed above, the Company did not identify any other subsequent events, that would have required adjustment or disclosure in the consolidated financial statements.
+Added: Earn-out Shares
+Added: - - 1,779 - - -
+Added: Interest rate cap
+Added: Impaired real estate assets
+Added: - - 50,536 - - -
+Added: Earn-Out Shares
+Added: The terms of the Earn-Out Shares allow an additional 1,900,000 shares to vest if certain milestones are achieved:
+Added: ● 950,000 shares vest if the aggregate volume-weighted average price for any 5 -consecutive trading day period equals or exceeds $ 13.00 per share prior to December 31, 2026
+Added: ● 950,000 shares vest if the aggregate volume-weighted average price for any 5 -consecutive trading day period equals or exceeds $ 16.00 per share prior to December 31, 2028
+Added: We estimate the fair value of each tranche of shares separately using a Monte Carlo simulation.
+Added: These estimates require us to make various assumptions about the risk-free rate, expected volatility for each tranche of the Earn-Out Shares, and other items that are unobservable and are considered Level 3 inputs in the fair value hierarchy.
+Added: Because we are a newly-listed company with limited share activity, we were required to exercise judgment in estimating expected volatility ( 30.0 % to 45.0 %) and in selection of comparable companies.
+Added: We recognized a gain of approxim ately $ 4.1 million during the year ended December 31, 2023 a s a result of changes in the estimated fair values after the Merger.
+Added: The gain is recorded as the Change in Fair Value of Earn-out Liability in the Consolidated Statements of Operations.
+Added: The following table reflects the change in value during the year ended December 31, 2023 (in thousands):
+Added: Level 3 Liability
+Added: Balance as of January 1, 2023
+Added: Impact of the Merger (initial valuation)
+Added: Change in fair value recognized in earnings
+Added: Balance as of December 31, 2023
+Added: Interest Rate Cap
+Added: Our interest rate cap is measured at fair value on a recurring basis.
+Added: The valuation is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative.
+Added: This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.
+Added: The fair value of the interest rate cap is determined using the market standard methodology of valuing the expected discounted future fixed cash receipts.
+Added: The variable cash or receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.
+Added: We evaluated the need for credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements, but believe these impacts are not material.
+Added: Because we determined that the significant inputs used to value our derivatives are observable, we believe our derivative valuation is classified in Level 2 of the fair value hierarchy.
+Added: Our real estate assets are measured and recognized at fair value on a nonrecurring basis when we determine an impairment has occurred.
+Added: To estimate fair value we may use internally developed valuation models or independent third -parties where available.
+Added: In either case, the fair value of real estate may be based on a number of approaches including the income capitalization approach, sales comparable approach or discounted cash flow approach.
+Added: We utilize market data such as sales price per stall on comparable recent real estate transactions to estimate the fair value of the real estate assets.
+Added: We also utilize expected net sales proceeds to estimate the fair value of any centers that are actively being marketed for sale.
+Added: Because we use estimates and assumptions regarding an assets’ future performance and cash flows as well as market conditions and discount rates, we determined the impaired assets would fall under Level 3 of the fair value hierarchy.
+Added: During the year ended December 31, 2023, we impaired approximately $ 9.0 million of our real estate assets as a result of continuing delayed back-to-work trends or other reductions of demand-drivers impacting these assets, as well as disposition of properties.
+Added: Note P — Commitments and Contingencies
+Added: The nature of our business exposes our properties, the Company, the Operating Company and our other subsidiaries to the risk of claims and litigation in the normal course of business.
+Added: Other than as noted below, or routine litigation arising out of the ordinary course of business, we are not presently subject to any material litigation nor, to our knowledge, is any material litigation threatened against us.
+Added: In March 2023, Michael Shustek filed a complaint against Legacy MIC in the U.S.
+Added: District Court, District of Maryland (the “Court”), seeking advancement of indemnification expenses related to the SEC investigation against Mr.
+Added: Shustek, alleging damages (case 1:23 -CV- 00599 ).
+Added: On September 6, 2023, the parties entered into a settlement agreement (the "Settlement Agreement"), and in September 2023, the Court ordered the case closed.
+Added: As a result of the Settlement Agreement, we recognized a gain of approximately $ 1.2 million which is recorded as Other Income, Net in the Consolidated Statements of Operations.
+Added: In August 2021, we also entered into an Assignment of Claims, Causes of Action, and Proceeds Agreement, or the Assignment of Litigation Agreement, pursuant to which we assigned to Vestin Realty Mortgage II, Inc.
+Added: and Michael V.
+Added: Shustek certain claims and claim proceeds that we had against Ira S.
+Added: Levine, Levine Law Group, Inc.
+Added: (or any other name by which a firm including Ira Levine was known), Edwin Herbert Bentzen IV and Andrew Fenton.
+Added: In April, 2023, the parties entered into a settlement agreement and mutual release related to the Ira Levine matter.
+Added: The Settlement Agreement is not related to the Assignment of Litigation Agreement.
+Added: In January 2023, the 43rd District Court of Parker County, Texas, entered summary judgment against MVP Fort Worth Taylor, LLC, a subsidiary of Legacy MIC, in favor of the plaintiff, John Roy, who alleged that he was due a commission relating to a proposed sale of the Fort Worth Taylor parking facility which was never consummated.
+Added: Legacy MIC filed an appeal.
+Added: As a result of the court’s summary judgment, in December 2022 we recognized a charge of $ 0.7 million for the full estimated amount of damages (including legal fees and costs).
+Added: The $ 0.7 million was recognized within Organizational, Offering and Other Costs in our Consolidated Statements of Operations and Accounts Payable and Accrued Expenses on our Consolidated Balance Sheets.
+Added: During the first quarter of 2023, and as part of the appeals process, we posted cash collateral of $ 0.7 million for an appeals bond, which is reflected in Cash-Restricted on our Consolidated Balance Sheets.
+Added: In February 2024 we signed a settlement agreement which would result in the sale of one of our properties to John Roy with the estimated $ 0.7 million of damages being given as a credit at the time of sale.
+Added: This sale is contingent upon John Roy obtaining a lender commitment for financing by April 15, 2024, as well as normal due diligence contingencies in the purchase contract
+Added: In September 2023, we entered into arbitration with one vendor regarding disputes over amounts payable.
+Added: The entire balance in dispute of approximately $ 1.8 million is accrued for in Accounts Payable and Accrued Expenses on the Consolidated Balance Sheets.
+Added: Note Q — Related Party Transactions and Arrangements
+Added: Two of our assets, 1W7 Carpark and 222W7, are currently operated by PCA, Inc., dba Park Place Parking.
+Added: Park Place Parking is a private parking operator that is wholly owned by relatives of our CEO.
+Added: Our CEO is neither an owner nor beneficiary of Park Place Parking.
+Added: Park Place Parking has been operating these assets for six and five years, respectively.
+Added: Both assets were acquired in 2021 with their management agreements in place.
+Added: As of December 31, 2023 and 2022, we recorded balances of approximatel y $ 0.1 million an d $ 0.1 million, respectively, from Park Place Parking which are included in Accounts Receivable, Net on the Consolidated Balance Sheets and were subsequently paid within terms of the lease agreement.
+Added: In May 2022, the Company entered into a lease agreement with ProKids, an Ohio not -for-profit.
+Added: An immediate family member of the Company’s CEO is a member of the Board of Trustees and President-Elect of that organization.
+Added: ProKids leased 21,000 square feet of vacant unfinished commercial space in a 531,000 square foot building in Cincinnati, Ohio for 120 months.
+Added: ProKids will invest in the tenant improvements in this space and ultimately use it as their headquarters location.
+Added: ProKids will have no rent due to the Company throughout the lease term, other than a rental fee on parking spaces used by the ProKids staff and visitors.
+Added: As of December 31, 2023, ProKids does not owe the Company rental income related to the lease agreement.
+Added: In connection with our recapitalization transaction in August 2021, we owe approximately $ 0.5 million to certain member entities of Color Up relating to prorated revenues for the month of August 2021 of the three properties contributed by Color Up.
+Added: The accrual is reflected within Due to Related Parties on the Consolidated Balance Sheets.
+Added: Additionally, in connection with our recapitalization transaction in August 2021, we were due approximately $ 156,000 from Color Up as consideration for OP Units then issued which was reflected within Due from Related Parties on the Consolidated Balance Sheet as of December 31, 2022.
+Added: We received all amounts due in March 2023.
+Added: We have agreed to pay for certain tax return preparation services of Color Up and certain member entities of Color Up.
+Added: We have incurred approximately $ 0.1 million related to these services which is reflected in General and Administrative on the Consolidated Statements of Operations for the year ended December 31, 2023.
+Added: Total fees are estimated to be approximat ely $ 0.1 m illion.
+Added: License Agreement
+Added: On August 25, 2021, we entered into a Software License and Development Agreement with an affiliate of Bombe Asset Management, Ltd., an affiliate of our CEO and CFO (the “Supplier”), pursuant to which the we granted to the Supplier a limited, non-exclusive, non-transferable, worldwide right and license to access certain software and services for a fee of $ 5,000 per month.
+Added: Tax Matters Agreement
+Added: On August 25, 2021, the Company, the Operating Partnership and Color Up entered into the Tax Matters Agreement, or the Tax Matters Agreement, pursuant to which the Operating Partnership agreed to indemnify Color Up and certain affiliates and transferees of Color Up (together, the “Protected Partners”), against certain adverse tax consequences in connection with ( 1 ) (i) a taxable disposition of certain specified properties and (ii) certain dispositions of the Protected Partners’ interest in the Operating Partnership, in each case, prior to the tenth anniversary of the completion of the Transaction, as defined in the Tax Matters Agreement, (or earlier, if certain conditions are satisfied);
+Added: and ( 2 ) the Operating Partnership’s failure to provide the Protected Partners the opportunity to guarantee a specified amount of debt of the Operating Partnership during the period ending on the tenth anniversary of the completion of the Transaction (or earlier, if certain conditions are satisfied).
+Added: In addition, and for so long as the Protected Partners own at least 20% of the units in the Operating Partnership received in the Transaction, we agreed to use commercially reasonable efforts to provide the Protected Partners with similar guarantee opportunities.
+Added: Note R — Subsequent Events
+Added: In preparing the consolidated financial statements, we have evaluated subsequent events through the date of filing of this report on Form 10 -K for recognition and/or disclosure purposes.
+Added: In addition to the subsequent events discussed in the notes above, in the first quarter of 2024, 26 of our 43 assets converted to management contracts in which revenues and expenses are fully the responsibility of and recognized by us and our operators are paid a set fee.
+Added: REAL ESTATE AND ACCUMULATED DEPRECIATION
+Added: December 31, 2023
+Added: (dollars in thousands)
+Added: Costs Capitalized Subsequent to
+Added: Gross Carrying Amount at December 31, 2023 (1)
+Added: Land and Buildings and Carrying Land and Building and Depreciation Date statement is
+Added: West 9th Street (3)
+Added: $ 4,343 $ 5,675 $ — $ 302 -- $ 5,918 $ 59 $ 5,977 $ 79 2016 15
+Added: Crown Colony (3)
+Added: — 3,030 — 19 -- 2,954 — 2,954 8 2016 15
+Added: Cincinnati Race Street
+Added: — 2,142 2,358 1,900 -- 1,227 1,750 2,977 — 2016 39,15
+Added: St Louis Washington
+Added: 1,241 3,000 — 7 -- 1,637 — 1,637 3 2016 15
+Added: St Paul Holiday Garage
+Added: 3,714 1,673 6,527 690 -- 1,673 7,217 8,890 1,343 2016 39,15
+Added: Louisville Station
+Added: 1,682 3,050 — 57 -- 3,007 — 3,007 25 2016 15
+Added: Whitefront Garage
+Added: 6,454 3,116 8,380 199 -- 3,116 8,579 11,695 1,633 2016 39,15
+Added: Cleveland Lincoln Garage
+Added: 3,594 2,195 5,122 5,181 -- 1,378 8,395 9,773 2,211 2016 39,15
+Added: Houston Preston
+Added: 1,627 2,800 — 20 -- 2,820 — 2,820 9 2016 15
+Added: Houston San Jacinto
+Added: 1,820 3,200 — 50 -- 3,250 — 3,250 21 2016 15
+Added: MVP Detroit Center Garage
+Added: 26,759 7,000 48,000 1,060 -- 6,497 37,680 44,177 297 2017 39,15
+Added: Louis Broadway
+Added: 1,671 2,400 — — -- 2,400 — 2,400 — 2017 N/A
+Added: Louis Seventh & Cerre
+Added: 2,057 3,300 — — -- 3,300 — 3,300 — 2017 N/A
+Added: MVP Preferred Parking
+Added: 11,028 15,800 4,700 720 -- 15,230 5,250 20,480 1,020 2017 39,15
+Added: MVP Raider Park Garage
+Added: * 2,005 9,057 3,674 -- 2,005 12,731 14,736 2,182 2017 39,15
+Added: MVP PF Memphis Poplar 2013
+Added: 1,800 3,658 — 24 -- 3,670 12 3,682 21 2017 15
+Added: 3,700 5,041 — — -- 5,041 — 5,041 44 2017 15
+Added: Mabley Place Garage
+Added: 7,428 1,585 19,018 1,037 -- 1,360 17,280 18,640 2,819 2017 39,15
+Added: MVP Denver Sherman
+Added: 257 705 — — -- 705 — 705 — 2017 N/A
+Added: MVP Fort Worth Taylor
+Added: 10,807 2,845 24,405 5 -- 2,845 24,410 27,255 3,798 2017 39,15
+Added: MVP Milwaukee Old World
+Added: — 2,003 — 8 -- 2,003 8 2,011 29 2017 15
+Added: MVP Houston Saks Garage
+Added: 2,851 4,931 5,221 177 -- 3,712 4,116 7,828 713 2017 39,15
+Added: MVP Milwaukee Wells
+Added: * 4,994 — — -- 4,374 — 4,374 99 2017 15
+Added: MVP Indianapolis City Park
+Added: * 2,056 8,557 114 -- 2,056 8,671 10,727 1,375 2017 39,15
+Added: MVP Indianapolis WA Street Lot
+Added: * 5,618 — — -- 1,864 — 1,864 — 2017 15
+Added: MVP Minneapolis Venture
+Added: — 4,013 — 109 -- 4,013 108 4,121 8 2017 N/A
+Added: MVP Indianapolis Meridian Lot
+Added: 938 1,573 — — -- 1,523 — 1,523 8 2017 15
+Added: MVP Milwaukee Clybourn
+Added: — 257 — — -- 257 — 257 4 2017 15
+Added: MVP Milwaukee Arena
+Added: 1,925 4,631 — 52 -- 4,641 42 4,683 3 2017 N/A
+Added: MVP Clarksburg Lot
+Added: — 701 — — -- 611 — 611 4 2017 15
+Added: MVP Denver 1935 Sherman
+Added: 684 2,533 — — -- 2,533 — 2,533 — 2017 N/A
+Added: MVP Bridgeport Fairfield Garage
+Added: 3,531 498 7,555 51 -- 498 7,606 8,104 1,232 2017 39,15
+Added: Minneapolis City Parking
+Added: 4,223 9,633 — — -- 7,513 — 7,513 120 2017 15
+Added: MVP New Orleans Rampart
+Added: * 8,105 — — -- 7,835 — 7,835 — 2018 N/A
+Added: MVP Hawaii Marks
+Added: * 9,119 11,715 421 -- 8,571 11,435 20,006 1,715 2018 39,15
+Added: * 2,995 28,762 39 -- 2,995 28,801 31,796 1,732 2021 39,15
+Added: * 4,391 23,879 99 -- 4,391 23,978 28,369 1,443 2021 39
+Added: 24,672 11,387 27,035 450 -- 11,387 27,485 38,872 1,665 2021 39
+Added: — 93 — — -- 93 — 93 — 2021 N/A
+Added: Denver 1725 Champa Street Garage
+Added: * 7,414 8,860 422 -- 7,414 9,282 16,696 529 2021 39
+Added: * 1,314 16,020 32 -- 1,314 16,052 17,366 654 2022 39
+Added: Louis Cardinal Lot DST
+Added: 6,000 11,660 19 — -- 11,660 19 11,679 2 2017 N/A
+Added: $ 134,806 $ 174,139 $ 265,190 $ 16,919 $ — $ 161,291 $ 260,966 $ 422,257 $ 26,848
+Added: ( 1 ) The aggregate gross cost of property included above for federal income tax purposes approximately $ 418.1 million as of December 31, 2023.
+Added: ( 2 ) The initial costs of buildings are depreciated over 39 years using a straight-line method of accounting;
+Added: improvements capitalized subsequent to acquisition are depreciated over the shorter of the lease term or useful life, generally ranging from one to 20 years.
+Added: These properties are held by West 9 th St.
+Added: Properties II, LLC
+Added: * Property financed under the Revolving Credit Facility
+Added: The following table reconciles the historical cost of total real estate held for investment for the years ended December 31, 2023 and 2022 (dollars in thousands):
+Added: Balance at beginning of period
+Added: $ 439,526 $ 420,603
+Added: Additions during period:
+Added: Deductions during period:
+Added: ( 696 ) ( 700 )
+Added: Balance at close of period
+Added: $ 422,257 $ 439,526
+Added: This amount does not include intangible assets and construction in progress totaling approximately $ 10.2 million and $ 0.3 million, respectively, as of December 31, 2023 and approximately $ 10.1 million and $ 1.2 million as of December 31, 2022 , respectively.
+Added: The following table reconciles the accumulated depreciation for the years ended December 31, 2023 and 2022 (dollars in thousands):
+Added: Balance at beginning of period
+Added: $ 28,763 $ 21,348
+Added: Deductions during period:
+Added: Impairments ( 9,605 ) —
+Added: Depreciation of real estate
+Added: Balance at close of period
+Added: $ 26,848 $ 28,763
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.