Item 1.01 |
Entry into a Material Definitive Agreement. |
Merger Agreement
As previously disclosed in a Current Report on Form 8-K, on December 13, 2022, Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), “FWAC”), 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 Queen Merger Corp. I, a Maryland corporation and a wholly-owned subsidiary of FWAC (“Merger Sub”), and Mobile Infrastructure Corporation, a Maryland corporation (“MIC”). The Merger Agreement provides for, among other things, the following transactions: (i) FWAC 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 FWAC will convert automatically, on a one-for-one basis, into one share of common stock, par value $0.0001, of Surviving Pubco (the “Surviving Pubco Shares”); and (B) each then issued and outstanding Class B ordinary share, par value $0.0001 per share, of FWAC will convert automatically, on a one-for-one basis, into one Surviving Pubco Share; 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, with Surviving Pubco continuing as the surviving entity (collectively, the “Merger”).
On March 23, 2023, MIC, FWAC and Merger Sub entered into the First Amendment to the Agreement and Plan of Merger (the “First Amendment”). The First Amendment amends the Merger Agreement to, among other things, (i) provide for, immediately prior to the consummation of the Mergers, the conversion (the “Conversion”) of Mobile Infra Operating Partnership L.P., a Maryland limited partnership and a subsidiary of MIC (the “Operating Partnership”), to a Delaware limited liability company and (ii) expand the size of the board of directors of the Surviving Pubco from seven to eight, with seven director nominees designated by MIC and one director nominee designated by FWAC.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
HS3 Amended and Restated Support Agreement
As previously disclosed in a Current Report on Form 8-K on December 13, 2022, FWAC and HSCP Strategic III, L.P., a Delaware limited partnership (“HS3”), entered into an agreement (the “Prior HS3 Support Agreement”) pursuant to which HS3 agreed, among other things, to enter into the Fourth Amended and Restated Limited Partnership Agreement of the Operating Partnership at the time of the Merger.
On March 23, 2023, FWAC and HS3 entered into the Amended and Restated Support Agreement (the “HS3 Amended and Restated Support Agreement”). The HS3 Amended and Restated Support Agreement amends and restates the Prior HS3 Support Agreement to, among other things, confirm HS3’s consent to the Conversion. HS3 also agreed not to modify such consent or take any action in contravention of such consent or the Conversion.
HS3 is a limited partner of the Operating Partnership and owns approximately 10% of the outstanding common units of the Operating Partnership. HS3 is controlled by Jeffrey B. Osher, a director of MIC.
The foregoing description of the HS3 Amended and Restated Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the HS3 Amended and Restated Support Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.