Mobile Infrastructure Corporation entered into a definitive business combination agreement to acquire Fifth Wall Acquisition Corp. III from Fifth Wall Acquisition Sponsor III, LLC and others for approximately $260 million in a reverse merger transaction.

Mobile Infrastructure Corporation executed a non-binding term sheet to acquire Fifth Wall Acquisition Corp. III (NasdaqCM:FWAC) from Fifth Wall Acquisition Sponsor III, LLC and others in a reverse merger transaction on October 10, 2022. Mobile Infrastructure Corporation entered into a definitive business combination agreement to acquire Fifth Wall Acquisition Corp. III (NasdaqCM:FWAC) from Fifth Wall Acquisition Sponsor III, LLC and others for approximately $260 million in a reverse merger transaction on December 13, 2022. The business combination values the combined company at a post-money equity valuation of approximately $550 million. Subject to the terms and conditions set forth in the agreement, each issued and outstanding share of MIC's common stock, $0.0001 par value per share will be converted into the right to receive such number of Surviving Pubco Shares equal to the Exchange Ratio and each issued and outstanding share of MIC Preferred Stock will be converted into the right to receive the applicable MIC Preferred Stock Merger Consideration. Upon the closing of this transaction, the combined company expects to be publicly traded on the New York Stock Exchange under the ticker “BEEP.” As part of the business combination, Brad Greiwe is expected to join MIC's Board of Directors. MIC shall pay a termination fee of $4 million to FWAC. The transaction has been unanimously approved by the Boards of Directors of both MIC and FWAC, the waiting period applicable to the Mergers under the HSR Act, if applicable, having expired, the Registration Statement becoming effective; and (f) FWAC having at least $5,000,001 of net tangible assets and is subject to the satisfaction of customary closing conditions, including the approval of shareholders of both parties. The transaction is expected to close in the second quarter of 2023.

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