FIFTH WALL ACQUISITION CORP III

PROPOSED BUSINESS COMBINATION: Mobile Infrastructure Corp.

ENTERPRISE VALUE: $540 million

ANTICIPATED SYMBOL: BEEP

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Fifth Wall Acquisition Corp. III proposes to combine with Mobile Infrastructure Corp., one of the largest institutional-quality, mobility-focused parking asset owners in the U.S.

• Mobile Infrastructure is an internally-managed, publicly registered, non-listed company that invests primarily in parking lots and garages in the United States.
• As of September 30, 2022, it owned 44 parking facilities located in 22 separate markets throughout the United States, with a total of 15,750 parking spaces and approximately 5.4 million square feet and approximately 0.2 million square feet of commercial space adjacent to its parking facilities.

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SUBSEQUENT EVENT - 6/16/23 - LINK

Second Amended and Restated Sponsor Agreement

• 1,000,000 Founder Shares will vest once the aggregate volume-weighted average price per Surviving Pubco Share reaches or exceeds $13.00 per share over any 5-consecutive trading day period post-Merger closure. These shares will be cancelled if they haven't vested by December 31, 2026.
• An additional 1,000,000 Founder Shares will vest when the average price per Surviving Pubco Share reaches or exceeds $16.00 per share over any 5-consecutive trading day period post-Merger closure.
  • These shares will be cancelled if they haven't vested by December 31, 2028.
• The Sponsor will deliver 4,775,000 Founder Shares to FWAC for cancellation without any consideration.

New PIPE Subscription Agreements

• FWAC and certain investors, including the Initial Pipe Investor, collectively known as the New PIPE Investors, entered into subscription agreements.
  • As per these agreements, the New PIPE Investors agreed to subscribe for and purchase 46,000 shares of Series 2 Preferred Stock at a price of $1,000.00 per share.
  • This private placement, conducted by Surviving Pubco, will amount to an aggregate purchase price of $46,000,000.
• The previous PIPE Subscription agreement was termianted.

Terms of Preferred Shares

• In conjunction with the Domestication process, FWAC will file a charter with the State Department of Assessments and Taxation of Maryland. This Proposed Charter will categorize 60,000 shares of Surviving Pubco’s preferred stock as Series 2 Convertible Preferred Stock.
  • Each share of the Series 2 Convertible Preferred Stock has an initial stated value of $1,000, referred to as the "Series 2 Preferred Stock Stated Value".
  • Dividends
    • Subject to the rights of any class or series of Senior Stock, holders of Series 2 Preferred Stock are entitled to receive 10% annual cumulative distributions, which will be paid in kind.
    • These distributions occur between the initial issuance and the conversion of these shares into Surviving Pubco Shares.
    • However, if the distribution date is before the first anniversary of the original issuance, the holder will receive dividends at an annual rate of 10.0% of the $1,000.00 per share liquidation preference for a year, payable in full on the conversion date.
  • Conversion
    • Each share of Series 2 Preferred Stock can be converted into Surviving Pubco Shares under two conditions:
      • (a) thirty days after the Surviving Pubco Shares are first listed on Nasdaq, the New York Stock Exchange, or the NYSE American, provided that there hasn't been any suspension or removal from listing during this period and the date doesn't occur prior to December 31, 2023, or
      • (b) upon a change of control of Surviving Pubco.
    • The conversion price is $3.67 per Surviving Pubco Share.
    • The Surviving Pubco Shares resulting from the conversion cannot be sold or transferred until either
      • (a) one year after the conversion or
      • (b) the date after the closing of the Merger when Surviving Pubco completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction, enabling all stockholders to exchange their equity holdings for cash, securities or other property.

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EXTENSION - 5/17/23 - LINK

• The SPAC approved the extension from May 27, 2023 to September 15, 2023.
  • 27,058,698 shares were redeemed at the meeting. - LINK
  • No contribution will be made into the trust account.

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TRANSACTION

• The business combination values the combined company at a post-money equity valuation of approximately $550 million assuming no public shareholders of FWAC exercise their redemption rights.
• The combined company is expected to have up to approximately $276 million in cash at closing, including $275 million of cash held in FWAC from its initial public offering on May 27, 2021 (assuming no redemptions by FWAC’s public shareholders and prior to the payment of transaction expenses).
• The transaction is further supported by a $10 million PIPE investment from No Street Capital, an existing MIC shareholder.
• MIC and FWAC are aligning long-term interests. FWAC’s sponsor has agreed to defer a portion of its founder shares in an earn-out with vesting at significant premiums to FWAC’s current share price, while MIC’s CEO has elected to receive 100% of his 2023 compensation in stock.
• In addition, a portion of the FWAC Sponsor’s founder shares will be cancelled for no consideration.
• The combined company will have significant insider ownership, and MIC’s existing investors are rolling 100% of their equity in the transaction.
• Additionally, no SPAC warrants have been issued, and as a result, shareholders will benefit from less dilution and a simplified capital structure.

Updated  Original

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PIPE

• FWAC has agreed to issue and sell to No Street Capital an aggregate of 1,200,000 Surviving Pubco Shares for a purchase price of $10.00 per 1.2 shares
  • $10.00 per 1.2 shares equals to be about $8.33 per share for the $10M investment.

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LOCK-UP

• Company and Sponsor
  • 6 months from the Closing Date

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SPONSOR AGREEMENT

• The Sponsor also has agreed to certain restrictions with respect to its Founder Shares, as follows:
  • (a) 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 day period after the Closing Date equals or exceed $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 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) the Sponsor will deliver to FWAC 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 from PIPE Investments (excluding the Initial PIPE Investment 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, the Sponsor will deliver to FWAC 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.
• 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.

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NOTABLE CONDITIONS TO CLOSING

• FWAC having at least $5,000,001 of net tangible assets

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NOTABLE CONDITIONS TO TERMINATION

• Subject to certain provisions for extension, by either party if the Closing has not occurred on or prior to May 27, 2023
• Termination Fee
  • Except for the payment of a termination fee of $4,000,000 by MIC in the case of certain termination events, if the Merger Agreement is validly terminated, none of the parties will have any liability or any further obligation under the Merger Agreement with certain limited exceptions, including liability arising out of any willful and material breach of the Merger Agreement.

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ADVISORS

• Venable LLP and Keating Muething & Klekamp PLL are serving as legal counsel to Mobile Infrastructure Corporation.
• B. Riley is rendering a fairness opinion to the Company.
• Gibson, Dunn & Crutcher LLP is serving as legal counsel to Fifth Wall Acquisition Corp. III.

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