Item 7.01 Regulation FD Disclosure.
As previously disclosed, on December 13, 2022, Fifth Wall Acquisition Corp. III
("FWAC") entered into an agreement and plan of merger (the "Merger Agreement")
with Mobile Infrastructure Corporation, a Maryland corporation ("MIC"), and
Queen Merger Corp. I, a Maryland corporation and a wholly-owned subsidiary of
FWAC.
Attached as Exhibit 99.1 is a presentation that MIC and FWAC plan to use in one
or more meetings from time to time with potential investors. Exhibit 99.1 is
incorporated by reference into this Item 7.01.
The foregoing (including the information presented in Exhibits 99.1) is being
furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes
of Section 18 of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise be subject to the liabilities of that section, nor
will it be deemed to be incorporated by reference in any filing under the
Securities Act or the Exchange Act. The submission of the information set forth
in this Item 7.01 shall not be deemed an admission as to the materiality of any
information in this Item 7.01, including the information presented in Exhibit
99.1, that is provided solely in connection with Regulation FD.
Additional Information
This document relates to the transactions contemplated by the Merger Agreement
(the "Proposed Transactions"). FWAC intends to file a registration statement on
Form S-4 with the Securities and Exchange Commission (the "SEC"), which will
include a joint proxy statement of FWAC and MIC and that will constitute a
prospectus of FWAC, referred to as a Joint Proxy Statement/Prospectus, and each
party will file other documents with the SEC regarding the Proposed
Transactions. A definitive Joint Proxy Statement/Prospectus will also be sent to
the shareholders of FWAC and the stockholders of MIC, in each case seeking any
required approvals. Investors and security holders of FWAC and MIC are urged to
carefully read the entire Joint Proxy Statement/Prospectus, when it becomes
available, and any other relevant documents filed with the SEC, as well as any
amendments or supplements to these documents, because they will contain
important information about the proposed transaction. The documents filed by
FWAC and MIC with the SEC may be obtained free of charge at the SEC's website at
www.sec.gov. Alternatively, the documents filed by FWAC, when available, can be
obtained free of charge from FWAC upon written request to Fifth Wall Acquisition
Corp. III, 6060 Center Drive, 10th Floor, Los Angeles, California 90045, and the
documents filed by MIC, when available, can be obtained free of charge from MIC
upon written request to MIC, 30 W 4th Street, Cincinnati, Ohio 45202.
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No Offer or Solicitation
This document does not constitute a solicitation of a proxy, consent, or
authorization with respect to any securities or in respect of the Proposed
Transactions. This document also does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or
approval, nor will there be any sale of any securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such other
jurisdiction. No offering of securities will be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended, or an exemption therefrom.
Participants in the Solicitation
FWAC, MIC and certain of their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies, in favor of the
approval of the Proposed Transactions and related matters. Information regarding
FWAC's directors and executive officers is contained in the section of FWAC's
final IPO prospectus titled "Management", which was filed with the SEC on May
26, 2021, and information regarding MIC's directors and executive officers is
contained in the section of MIC's Annual Report on Form 10-K titled "Directors,
Executive Officers and Corporate Governance", which was filed with the SEC on
March 30, 2022. Additional information regarding the interests of those
participants and other persons who may be deemed participants in the transaction
may be obtained by reading the Joint Proxy Statement/Prospectus and other
relevant documents filed with the SEC when they become available. Free copies of
these documents may be obtained as described in the paragraph titled "Additional
Information."
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 including, but not limited to,
MIC's and FWAC's expectations or predictions of future financial or business
performance or conditions, the anticipated benefits of the Proposed
Transactions, the expected composition of the management team and board of
directors following the transaction, the expected use of capital following the
transaction, including MIC's ability to accomplish the initiatives outlined
above, the expected timing of the closing of the transaction and the expected
cash balance of the combined company following the closing of the Proposed
Transactions. Any forward-looking statements herein are based solely on the
expectations or predictions of MIC or FWAC and do not express the expectations,
predictions or opinions of Fifth Wall Asset Management, LLC, and Fifth Wall
Ventures Management, LLC, their affiliates and any investment funds, investment
vehicles or accounts managed or advised by any of the foregoing (collectively,
"Fifth Wall") in any way. Forward-looking statements are inherently subject to
risks, uncertainties, and assumptions and any forward-looking statements
contained in this document are provided for illustrative purposes and are not
forecasts and may not reflect actual results. Such forward-looking statements
are not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Generally, statements that are not historical facts, including
statements concerning possible or assumed future actions, business strategies,
events, or results of operations, are forward-looking statements. These
statements may be preceded by, followed by, or include the words "believes,"
"estimates," "expects," "projects," "predicts," "forecasts," "may," "will,"
"could," "should," "seeks," "plans," "scheduled," "anticipates," "potential,"
"intends" or "continue" or similar expressions. Such forward-looking statements
involve risks and uncertainties that may cause actual events, results, or
performance to differ materially from those indicated by such statements.
Certain of these risks are identified and discussed in the section of MIC's
Annual Report on Form 10-K titled "Risk Factors," which was filed with the SEC
on March 30, 2022, and in Part II, Item 1A "Risk Factors" in MIC's Quarterly
Reports on Form 10-Q filed with the SEC on
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May 16, 2022, August 15, 2022, and November 18, 2022, and in the section of
FWAC's Form S-1 titled "Risk Factors," which was filed with the SEC on April 16,
2021, as amended. These risk factors will be important to consider in
determining future results and should be reviewed in their entirety. These
forward-looking statements are based on MIC's or FWAC's management's current
expectations and beliefs, as well as a number of assumptions concerning future
events. However, there can be no assurance that the events, results, or trends
identified in these forward-looking statements will occur or be achieved.
Forward-looking statements speak only as of the date they are made, and neither
MIC nor FWAC is under any obligation and expressly disclaim any obligation, to
update, alter or otherwise revise any forward-looking statement, whether as a
result of new information, future events, or otherwise, except as required by
law. Readers should carefully review the statements set forth in the reports,
which MIC and FWAC have filed or will file from time to time with the SEC.
In addition to factors previously disclosed in MIC's and FWAC's reports filed
with the SEC, including MIC's and FWAC's most recent reports on Form 8-K and all
attachments thereto, which are available, free of charge, at the SEC's website
at www.sec.gov, and those identified elsewhere in this document, the following
factors, among others, could cause actual results to differ materially from
forward-looking statements or historical performance: risks and uncertainties
related to the inability of the parties to successfully or timely consummate the
Proposed Transactions, including the risk that any required regulatory approvals
or securityholder approvals of MIC or FWAC are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect the combined
company or the expected benefits of the Proposed Transactions is not obtained,
failure to realize the anticipated benefits of the Proposed Transactions, risks
related to MIC's ability to execute on its business strategy, attain its
investment strategy or increase the value of its portfolio, act on its pipeline
of acquisitions, attract and retain users, develop new offerings, enhance
existing offerings, compete effectively, and manage growth and costs, the
duration and global impact of COVID-19, the possibility that MIC or FWAC may be
adversely affected by other economic, business and/or competitive factors, the
number of redemption requests made by FWAC's public shareholders, the ability of
MIC and the combined company to leverage Fifth Wall's affiliates and other
commercial relationships to grow MIC's customer base (which is not the subject
of any legally binding obligation on the part of Fifth Wall or any of its
partners or representatives), the ability of MIC and the combined company to
leverage its relationship with any other Company investor (including investors
in the proposed PIPE transaction) to grow MIC's customer base, the ability of
the combined company to meet NYSE's listing standards (or the standards of any
other securities exchange on which securities of the public entity are listed)
following the Proposed Transactions, the inability to complete the private
placement of FWAC common stock to certain institutional accredited investors,
the risk that the announcement and consummation of the transaction disrupts
MIC's current plans and operations, costs related to the transaction, changes in
applicable laws or regulations, the outcome of any legal proceedings that may be
instituted against MIC, FWAC, or any of their respective directors or officers,
following the announcement of the transaction, the ability of FWAC or the
combined company to issue equity or equity-linked securities in connection with
the Proposed Transactions or in the future, the failure to realize anticipated
pro forma results and underlying assumptions, including with respect to
estimated shareholder redemptions and purchase price and other adjustments; and
those factors discussed in documents of MIC and FWAC filed, or to be filed, with
the SEC. Additional factors that could cause actual results to differ materially
from those expressed or implied in forward-looking statements will also be
provided in the Joint Proxy Statement/Prospectus, when available.
Any financial projections in this document are forward-looking statements that
are based on assumptions that are inherently subject to significant
uncertainties and contingencies, many of which are beyond MIC's and FWAC's
control. While all projections are necessarily speculative, MIC and FWAC believe
that the preparation of prospective financial information involves increasingly
higher levels of uncertainty the further out the projection extends from the
date of preparation. The assumptions and estimates underlying the projected
results are inherently uncertain and are subject to a wide variety of
significant business, economic and competitive risks and uncertainties that
could cause actual results to differ materially from those contained in the
projections. The inclusion of projections in this document should not be
regarded as an indication that MIC and FWAC, or their representatives,
considered or consider the projections to be a reliable prediction of future
events.
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This document is not intended to be all-inclusive or to contain all the
information that a person may desire in considering an investment in MIC and is
not intended to form the basis of an investment decision in MIC. All subsequent
written and oral forward-looking statements concerning MIC and FWAC, the
Proposed Transactions, or other matters and attributable to MIC and FWAC or any
person acting on their behalf are expressly qualified in their entirety by the
cautionary statements above.
Non-GAAP Financial Measures
This document, and statements made in connection with this document, refer to
non-GAAP financial measures, including EBITDA, property operating expenses,
general and administrative expenses, net operating income, revenue per available
space and unleveraged yield. These measures are not prepared in accordance with
generally accepted accounting principles in the Unites States of America
("GAAP") and have important limitations as analytical tools. Non-GAAP financial
measures are supplemental, should only be used in conjunction with results
presented in accordance with GAAP and should not be considered in isolation or
as a substitute for such GAAP results.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Investor Presentation, dated January 2023
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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