Q. |
Why is the PIPE Investment beneficial for Mobile Infrastructure Corporation?
|
A: |
The proceeds from the PIPE Investment will strengthen the combined companys balance sheet and facilitate
the reduction of the combined companys outstanding debt. We believe this will place the combined company in a stronger capital position, which will not only protect stockholders in the case of a volatile market environment, but will also
provide financial flexibility to help drive external growth. |
Q. |
Why is this beneficial to me as a stockholder of Mobile Infrastructure Corporation?
|
A. |
As a stockholder of Mobile Infrastructure Corporation, you have been in an illiquid stock for several years.
The completion of the Merger is expected to give you liquidity on the NYSE or the NYSE American. Your shares of common stock of Mobile Infrastructure Corporation will be exchanged for common stock of the combined company, which will be freely
tradeable following the closing of the Merger, while insiders and management will be subject to a lockup period. |
Additional
Information
This document relates to the proposed merger involving FWAC and Mobile Infrastructure Corporation (MIC). On January 13,
2023, FWAC filed a registration statement on Form S-4 (the Form S-4), most recently amended by Amendment No. 4 filed on July 5, 2023, with the
Securities and Exchange Commission (SEC), which, when finally amended, will include a joint proxy statement of FWAC and MIC and that will constitute a prospectus of FWAC (including any amendments and supplements thereto, the Joint
Proxy Statement/Prospectus). A definitive Joint Proxy Statement/Prospectus will also be sent to the stockholders of FWAC and MIC, seeking any required stockholder 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 because they will contain important information about the Merger. The documents filed by FWAC and MIC with the SEC may
be obtained free of charge at the SECs website at www.sec.gov. Alternatively, the documents filed by FWAC 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 can be obtained free of charge from MIC upon written request to MIC, 30 W. 4th Street, Cincinnati, Ohio 45202.
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 Merger and related matters. Information regarding FWACs directors and executive officers is
contained in the Form S-4. 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 preceding paragraph.
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 Merger. 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.
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, FWACs and MICs expectations or predictions of future financial or business performance or conditions,
MICs assets or operations, the anticipated benefits of the proposed transactions, including the PIPE Investment, the expected use of capital following the transaction, MICs 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. 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. 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 the Form S-4 titled Risk Factors. 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 FWACs or MICs managements 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