Mobile Infrastructure Corp
For the period ended Apr 23, 2025. Filed Apr 23, 2025.
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Apr 23, 2025 · Filed Apr 23, 2025
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Contents
Proxy Statement
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On Wednesday, June 18, 2025
This proxy statement contains information about the 2025 Annual Meeting of Stockholders (the “Annual Meeting” or “meeting”) of Mobile Infrastructure Corporation, a Maryland corporation (“MIC,” the “Company,” “we”, “us,” or “our”), which will be held on June 18, 2025, at 9:00 a.m., Eastern Time. The Annual Meeting will be held virtually via live audio webcast. You will be able to virtually attend the Annual Meeting as well as vote and submit your questions during the live audio webcast of the meeting by visiting www. virtualshareholdermeeting.com/BEEP2025 and entering the control number included in our notice of Internet availability of the proxy materials, on your proxy card, or in the instructions that accompanied your proxy materials.
The mailing address of our principal executive offices is Mobile Infrastructure Corporation, 30 W. 4 th Street, Cincinnati, Ohio 45202.
All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our board of directors (the “Board”) with respect to each of the matters set forth in the accompanying notice of meeting. You may revoke your proxy at any time before it is exercised at the meeting by giving our Corporate Secretary written notice to that effect.
We are an “emerging growth company” under applicable federal securities laws and therefore permitted to comply with certain reduced public company reporting requirements. As an emerging growth company, we provide in this proxy statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted. We will remain an emerging growth company until the earliest of:
| (1) | the last day of our fiscal year in which we have total annual gross revenue of $1.235 billion; |
| (2) | December 31, 2026 (the last day of our fiscal year following the fifth anniversary of the date on which Fifth Wall Acquisition Corp, III (our predecessor) consummated its initial public offering); |
| (3) | the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period; or |
| (4) | the last day of the fiscal year in which we are deemed to be a “large accelerated filer,” which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. |
Even after we are no longer an “emerging growth company,” we may remain a “smaller reporting company.”
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.