Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
November 03 2023 - 4:58PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1 )*
Mobile
Infrastructure Corporation
(Name
of Issuer)
Common
Stock, $0.0001 par value
(Title
of Class of Securities)
60739N101
(CUSIP
Number)
Manuel
Chavez, III
Chief
Executive Officer
Color
Up, LLC
30
W. 4th Street
Cincinnati,
Ohio 45202
(513)
834-5110
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies
to:
Allison
A. Westfall
F.
Mark Reuter
Keating
Muething & Klekamp PLL
1
East 4th Street, Suite 1400
Cincinnati,
Ohio 45202
November
1, 2023
(Date
of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1 |
Names
of reporting persons
Color
Up, LLC
|
2 |
Check
the appropriate box if a member of a group (see instructions)
(a)
☒ (b) ☐
|
3 |
SEC
use only
|
4 |
Source
of funds (see instructions)
OO
|
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship
or place of organization
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole
voting power
6,490,438*
|
8 |
Shared
voting power
0
|
9 |
Sole
dispositive power
6,490,438*
|
10 |
Shared
dispositive power
0
|
11 |
Aggregate
amount beneficially owned by each reporting person
6,490,438*
|
12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
13 |
Percent
of class represented by amount in Row (11)
37.02%*
|
14 |
Type
of reporting person (see instructions)
OO
|
1 |
Names
of reporting persons
HSCP
Strategic III, L.P.
|
2 |
Check
the appropriate box if a member of a group (see instructions)
(a)
☒ (b) ☐
|
3 |
SEC
use only
|
4 |
Source
of funds (see instructions)
OO
|
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship
or place of organization
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole
voting power
5,994,550*
|
8 |
Shared
voting power
0
|
9 |
Sole
dispositive power
5,994,550*
|
10 |
Shared
dispositive power
6,490,438*
|
11 |
Aggregate
amount beneficially owned by each reporting person
12,484,988*
|
12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
13 |
Percent
of class represented by amount in Row (11)
53.07%*
|
14 |
Type
of reporting person (see instructions)
PN
|
1 |
Names
of reporting persons
Manuel
Chavez, III
|
2 |
Check
the appropriate box if a member of a group (see instructions)
(a)
☒ (b) ☐
|
3 |
SEC
use only
|
4 |
Source
of funds (see instructions)
AF
|
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship
or place of organization
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole
voting power
0
|
8 |
Shared
voting power
8,288,802*
|
9 |
Sole
dispositive power
0
|
10 |
Shared
dispositive power
8,288,802*
|
11 |
Aggregate
amount beneficially owned by each reporting person
8,288,802*
|
12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
13 |
Percent
of class represented by amount in Row (11)
42.88%*
|
14 |
Type
of reporting person (see instructions)
IN
|
1 |
Names
of reporting persons
Stephanie
Hogue
|
2 |
Check
the appropriate box if a member of a group (see instructions)
(a)
☒ (b) ☐
|
3 |
SEC
use only
|
4 |
Source
of funds (see instructions)
AF
|
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship
or place of organization
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole
voting power
0
|
8 |
Shared
voting power
8,289,072*
|
9 |
Sole
dispositive power
0
|
10 |
Shared
dispositive power
8,289,072*
|
11 |
Aggregate
amount beneficially owned by each reporting person
8,289,072*
|
12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
13 |
Percent
of class represented by amount in Row (11)
42.88%*
|
14 |
Type
of reporting person (see instructions)
IN
|
1 |
Names
of reporting persons
Jeffrey
Osher
|
2 |
Check
the appropriate box if a member of a group (see instructions)
(a)
☒ (b) ☐
|
3 |
SEC
use only
|
4 |
Source
of funds (see instructions)
AF
|
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship
or place of organization
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole
voting power
0
|
8 |
Shared
voting power
18,479,536*
|
9 |
Sole
dispositive power
0
|
10 |
Shared
dispositive power
18,479,536*
|
11 |
Aggregate
amount beneficially owned by each reporting person
18,479,536*
|
12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
13 |
Percent
of class represented by amount in Row (11)
62.60%*
|
14 |
Type
of reporting person (see instructions)
IN
|
1 |
Names
of reporting persons
Harvest
Small Cap Partners Master, Ltd.
|
2 |
Check
the appropriate box if a member of a group (see instructions)
(a)
☒ (b) ☐
|
3 |
SEC
use only
|
4 |
Source
of funds (see instructions)
OO
|
5 |
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship
or place of organization
Cayman
Islands
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole
voting power
4,006,457*
|
8 |
Shared
voting power
0
|
9 |
Sole
dispositive power
4,006,457*
|
10 |
Shared
dispositive power
0
|
11 |
Aggregate
amount beneficially owned by each reporting person
4,006,457*
|
12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
13 |
Percent
of class represented by amount in Row (11)
21.10%
|
14 |
Type
of reporting person (see instructions)
PN
|
1 |
Names of reporting persons
Harvest Small Cap Partners, L.P.
|
2 |
Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐
|
3 |
SEC use only
|
4 |
Source of funds (see instructions)
OO
|
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship or place of organization
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole
voting power
1,988,091*
|
8 |
Shared
voting power
0
|
9 |
Sole
dispositive power
1,988,091*
|
10 |
Shared
dispositive power
0
|
11 |
Aggregate
amount beneficially owned by each reporting person
1,988,091*
|
12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
13 |
Percent
of class represented by amount in Row (11)
11.72%
|
14 |
Type
of reporting person (see instructions)
PN
|
1 |
Names of reporting persons
Bombe-MIC Pref, LLC
|
2 |
Check the appropriate box if a member of a group (see instructions)
(a) ☒ (b) ☐
|
3 |
SEC use only
|
4 |
Source of funds (see instructions)
OO
|
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6 |
Citizenship or place of organization
Ohio
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole
voting power
1,798,364*
|
8 |
Shared
voting power
0
|
9 |
Sole
dispositive power
1,798,364*
|
10 |
Shared
dispositive power
0
|
11 |
Aggregate amount beneficially owned by each reporting person
1,798,364*
|
12 |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
13 |
Percent of class represented by amount in Row (11)
10.72%
|
14 |
Type of reporting person (see instructions)
PN
|
Explanatory
Note
This
Amendment No. 1 to the statement on Schedule 13D (this “Amendment”) relates to the common stock, $0.0001 par value
per share (the “Common Stock”) of Mobile Infrastructure Corporation, a Maryland corporation (the “Issuer”)
and amends the statement on Schedule 13D filed on September 6, 2023 (the “Original Schedule 13D” and, together with
this Amendment, the “Statement”). This Amendment is being filed to update the Original Schedule 13D to reflect the
shares of Common Stock that may be issued within 60 days of this Amendment upon conversion of the Series 2 Preferred Stock. Except as
otherwise provided herein, each Item of the Original Schedule 13D remains unchanged. Capitalized terms used and not defined in this Amendment
have the meanings ascribed thereto in the Original Schedule 13D.
Item 2. |
Identity and Background. |
Item
2 of the Original Schedule 13D is hereby amended and restated as follows:
|
(a) |
This
Statement is being jointly filed by Color Up, LLC, a Delaware limited liability company (“Color Up”), Manuel Chavez,
III, Stephanie Hogue, Jeffrey Osher, HSCP Strategic III, L.P., a Delaware limited partnership (“HS3”), Harvest
Small Cap Partners Master, Ltd., a Cayman Island company (“HSCPM”), Harvest Small Cap Partners, L.P, a Delaware
limited partnership (“HSLP”), and Bombe-MIC Pref, LLC, an Ohio limited liability company (“Bombe Pref”
and together with Color Up, Manuel Chavez, III, Stephanie Hogue, Jeffrey Osher, HS3, HSCPM and HSLP, collectively referred to as
the “Reporting Persons”), pursuant to Rule 13d-1(k)(1) promulgated by the Securities and Exchange Commission (the
“SEC”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended. Mr. Chavez, Ms. Hogue and Mr.
Osher are managers of Color Up. Bombe Asset Management, LLC is a member of Color Up and of which Mr. Chavez and Ms. Hogue are members.
HS3 is a member of Color Up. Mr. Osher is the managing member of No Street Capital LLC (“No Street”). No Street
is (i) the managing member of Harvest Small Cap Partners GP, LLC (“HSCP”), the general partner of HS3 and HSLP,
and (ii) the investment manager of HSCPM. Bombe Pref is an entity controlled by Mr. Chavez and of which Ms. Hogue is a member. |
|
(b) |
The
business address of each of Color Up, Bombe Pref, Mr. Chavez and Ms. Hogue is 30 W. Fourth Street, Cincinnati, Ohio 45202. The business
address of each of HS3, HSCP, HSCPM, HSLP, No Street and Mr. Osher is 505 Montgomery Street, Suite 1250, San Francisco, California
94111. |
|
(c) |
The
present principal business of Color Up and Bombe Pref is to hold the securities of the Issuer as described in this Statement. Mr.
Chavez’s present principal occupation is to serve as the Chief Executive Officer and Chairman of the Issuer, Ms. Hogue’s
present principal occupation is to serve as the President, Chief Financial Officer, Treasurer, Secretary and a director of the Issuer,
and Mr. Osher’s present principal occupation is to serve as a director of the Issuer and as a managing member of No Street.
The present principal businesses of HS3, HSCPM and HSLP are to hold investments on behalf of its partners, including its investment
in the securities of the Issuer. HSCP’s present principal business is investment management of HS3, HSLP and other related
funds. No Street’s present principal business is a San Francisco-based investment firm. |
|
(d) |
None
of the Reporting Persons, nor to the knowledge of the Reporting Persons, none of the executive officers, directors or partners of
the Reporting Persons, if applicable, has, during the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). |
|
(e) |
None
of the Reporting Persons, nor to the knowledge of the Reporting Persons, none of the executive officers, directors or partners of
the Reporting Persons, if applicable, was, during the last five years, a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws. |
|
(f) |
Color
Up, HS3 and HSLP are organized under the laws of Delaware. Bombe Pref is organized under the laws of Ohio. HSCPM is organized under
the laws of the Cayman Islands. Mr. Chavez, Ms. Hogue and Mr. Osher are citizens of the United States. |
Item
5. |
Interest in Securities of the Issuer. |
Item
5 of the Original Schedule 13D is hereby amended and restated as follows:
(a)
– (b)
The
following sets forth the aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons,
as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared
power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the
disposition of as of November 1, 2023, which is based on 14,978,325 shares of Common Stock outstanding, as reported in the final prospectus
of the Issuer filed with the SEC on November 2, 2023, in connection with the registration statement of the Issuer on Form S-11.
Reporting Person | |
Amount
beneficially owned(1) | | |
Percent of Class | | |
Sole power to vote or to direct the vote | | |
Shared power to vote or to direct the vote | | |
Sole power to dispose or to direct the disposition of | | |
Shared power to dispose or to direct the disposition of | |
Color Up | |
| 6,490,438 | (2) | |
| 37.02 | % | |
| 6,490,438 | | |
| 0 | | |
| 6,490,438 | | |
| 0 | |
Manuel Chavez, III | |
| 8,288,802 | (2)(3) | |
| 42.88 | % | |
| 0 | | |
| 8,288,802 | | |
| 0 | | |
| 8,288,802 | |
Stephanie Hogue | |
| 8,289,072 | (2)(3)(4) | |
| 42.88 | % | |
| 0 | | |
| 8,289,072 | | |
| 0 | | |
| 8,289,072 | |
Jeffrey B. Osher | |
| 18,479,536 | (2)(5) | |
| 62.60 | % | |
| 0 | | |
| 18,479,536 | | |
| 0 | | |
| 18,479,536 | |
HS3 | |
| 12,484,988 | (2)(5) | |
| 53.07 | % | |
| 5,994,550 | | |
| 0 | | |
| 5,994,550 | | |
| 6,490,438 | |
HSCPM | |
| 4,006,457 | (5) | |
| 21.10 | % | |
| 4,006,457 | | |
| 0 | | |
| 4,006,457 | | |
| 0 | |
HSLP | |
| 1,988,091 | (5) | |
| 11.72 | % | |
| 1,988,091 | | |
| 0 | | |
| 1,988,091 | | |
| 0 | |
Bombe Pref | |
| 1,798,364 | (3) | |
| 10.72 | % | |
| 1,798,364 | | |
| 0 | | |
| 1,798,364 | | |
| 0 | |
| (1) | Does
not include shares of Common Stock that may be issued upon redemption of Common Units (including
Common Units which such person may acquire upon the vesting and conversion to Common Units
of outstanding Performance Units and LTIP Units) because, upon the holder’s election
to redeem Common Units, the Issuer may elect to redeem such Common Units for cash or shares
of Common Stock in the Issuer’s sole discretion. |
| | |
| (2) | Consists
of the following securities directly held by Color Up: (i) 3,937,246 shares of Common Stock
and (ii) 2,553,192 shares of Common Stock issuable upon exercise of the Warrant, which may
be exercised within 60 days of this Amendment. |
| | |
| (3) | Includes
1,798,364 shares of Common Stock issuable upon conversion of the 6,000 shares of Series 2
Preferred Stock directly held by Bomb Pref, an entity in which Mr. Chavez is the manager
and Ms. Hogue is a member and in which each of Mr. Chavez and Ms. Hogue may be deemed to
share voting and dispositive power with regard to the securities held directly by Bombe Pref.
Shares of Series 2 Preferred Stock may be converted within 60 days of this Amendment. |
| | |
| (4) | Consists
of 270 shares of Common Stock held indirectly by Ms. Hogue as custodian under accounts for
the benefit of Ms. Hogue’s children under the Uniform Gift to Minors Act. |
| (5) | Consists
of (1) as it relates to HS3, 5,994,550 shares of Common Stock issuable upon conversion of
the 20,000 shares of Series 2 Preferred Stock directly held by HS3 (2) as it relates to HSCPM,
4,006,457 shares of Common Stock issuable upon conversion of the 13,367 shares of Series
2 Preferred Stock directly held by HSCPM, (3) as it relates to HSLP, 1,988,091 shares of
Common Stock issuable upon conversion of the 6,633 shares of Series 2 Preferred Stock directly
held by HSLP and (4) as it relates to Mr. Osher, 11,989,098 shares of Common Stock issuable
upon conversion of the 40,000 shares of Series 2 Preferred Stock directly held by HS3, HSCPM
and HSLP. Securities held directly by HSCP, HSCPM, HSLP and HS3 may be deemed to be beneficially
owned by Mr. Osher, and Mr. Osher may be deemed to share voting and dispositive power with
regard to the securities held directly by such entities. Shares of Series 2 Preferred Stock
may be converted within 60 days of this Amendment. |
Except
as set forth in this Item 5(a)-(b), each of the persons named in this Item 5(a)-(b) disclaims beneficial ownership of any shares of Common
Stock owned beneficially or of record by any other person named in this Item 5(a)-(b).
(c)
The
information set forth in Items 3 and 6 of the Original Schedule 13D is incorporated herein by reference. On September 12, 2023, Ms. Hogue
purchased 270 shares of Common Stock on the open market at $6.44 per share to accounts held for the benefit of Ms. Hogue’s children
under the Uniform Gift to Minors Act.
(d)
Not
applicable.
(e)
Not
applicable.
Item
7 of the Original Schedule 13D is hereby amended by adding the following exhibits:
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
November 3, 2023
|
Color
Up, LLC |
|
|
|
|
By: |
/s/
Manuel Chavez, III |
|
Name: |
Manuel
Chavez, III |
|
Title: |
Chief
Executive Officer |
|
|
|
|
HSCP
Strategic III, L.P. |
|
|
|
|
By: |
/s/
Jeffrey Osher |
|
Name: |
Jeffrey
Osher |
|
Title: |
Managing
member of No Street Capital LLC, the managing member of Harvest Small Cap Partners GP, LLC, the general partner of HSCP
Strategic III, L.P. |
|
|
|
|
Manuel
Chavez, III |
|
|
|
|
By: |
/s/
Manuel Chavez, III |
|
Name: |
Manuel
Chavez, III |
|
|
|
|
Stephanie
Hogue |
|
|
|
|
By: |
/s/
Stephanie Hogue |
|
Name: |
Stephanie
Hogue |
|
|
|
|
Jeffrey
Osher |
|
|
|
|
By: |
/s/
Jeffrey Osher |
|
|
|
|
Harvest
Small Cap Partners Master, Ltd. |
|
|
|
|
By: |
/s/
Jeffrey Osher |
|
Name: |
Jeffrey
Osher |
|
Title: |
Managing
member of No Street Capital LLC, the investment manager of Harvest Small Cap Partners Master,
Ltd.
|
|
|
|
|
Harvest
Small Cap Partners, L.P. |
|
|
|
|
By: |
/s/
Jeffrey Osher
|
|
Name: |
Jeffrey
Osher
|
|
Title: |
Managing
member of No Street Capital LLC, the managing member of Harvest Small Cap Partners GP, LLC,
the general partner of Harvest Small Cap Partners, L.P.
|
|
|
|
|
Bombe-MIC
Pref, LLC |
|
|
|
|
By: |
/s/
Manuel Chavez, III
|
|
Name: |
Manuel
Chavez, III
|
|
Title: |
Manager
|
Exhibit 99.2
JOINT
FILING AGREEMENT
November
3, 2023
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the
joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock
of Mobile Infrastructure Corporation, and that this Agreement be included as an Exhibit to such joint filing.
Each
of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule
13D, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible
for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he,
she or it knows or has reason to believe that such information is inaccurate.
[Signature
Page Follows]
IN
WITNESS WHEREOF, each party hereto, being duly authorized, has caused this Joint Filing Agreement to be executed and effective as of
the date first written above.
|
Color
Up, LLC |
|
|
|
|
By: |
/s/
Manuel Chavez, III |
|
Name: |
Manuel
Chavez, III |
|
Title: |
Chief
Executive Officer |
|
|
|
|
/s/
Manuel Chavez, III |
|
Manuel Chavez, III |
|
|
|
|
/s/
Stephanie Hogue |
|
Stephanie Hogue |
|
|
|
|
/s/
Jeffrey Osher |
|
Jeffrey Osher |
|
|
|
|
HSCP
Strategic III, L.P., |
|
a Delaware limited partnership |
|
by: Harvest Small Cap Partners GP, LLC |
|
|
|
|
By: |
/s/
Jeffrey Osher |
|
Name: |
Jeffrey
Osher |
|
Title: |
Managing
Member |
|
|
|
|
Harvest
Small Cap Partners Master, Ltd. |
|
|
|
|
By: |
/s/
Jeffrey Osher |
|
Name: |
Jeffrey
Osher |
|
Title: |
Managing
member of No
Street Capital LLC, the investment manager of Harvest Small Cap Partners Master, Ltd. |
|
|
|
|
Harvest
Small Cap Partners, L.P. |
|
|
|
|
By: |
/s/
Jeffrey Osher |
|
Name: |
Jeffrey
Osher |
|
Title: |
Managing
member of No
Street Capital LLC, the managing member of Harvest Small Cap Partners GP, LLC, the general partner of Harvest Small Cap Partners,
L.P. |
|
|
|
|
Bombe-MIC Pref, LLC |
|
|
|
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By: |
/s/ Manuel Chavez, III |
|
Name: |
Manuel Chavez, III |
|
Title: |
Manager |
Fifth Wall Acquisition C... (NASDAQ:FWAC)
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From Apr 2024 to May 2024
Fifth Wall Acquisition C... (NASDAQ:FWAC)
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From May 2023 to May 2024