United States securities and exchange commission logo
October 6, 2023
Stephanie Hogue
Chief Financial Officer
Mobile Infrastructure Corporation
30 W. 4th Street
Cincinnati, OH 45202
Re: Mobile
Infrastructure Corporation
Registration
Statement on Form S-11
Filed September 25,
2023
File No. 333-274666
Dear Stephanie Hogue:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-11 filed September 25, 2023
Prospectus Cover Page, page 1
1. Please clearly disclose
the price at which Color Up, LLC purchased the shares that were
then converted into
common stock in connection with the business combination. In
addition, when
discussing the Series 2 Convertible Preferred Stock, please clearly disclose
the purchase price per
share of common stock into which the preferred stock is
convertible, including
the common stock issuable as dividends. Please clearly disclose the
purchase price
attributable to the common stock issuable in the event of your election to
tender shares of common
stock in lieu of cash payments upon redemption by the holders
of common units. Also,
please clearly disclose that you are registering for resale the
entire amount of common
stock and the potential common stock to be issued upon
redemption of the
common units held by Color Up, LLC, Manuel Chavez, Stephanie
Hogue and Jeffrey
Osher. Clearly disclose any impact this could have upon the control,
management and
operations of the company.
Stephanie Hogue
FirstName LastNameStephanie Hogue
Mobile Infrastructure Corporation
Comapany
October NameMobile Infrastructure Corporation
6, 2023
October
Page 2 6, 2023 Page 2
FirstName LastName
Risks Related to Ownership of Our Securities, page 32
2. Please include an additional risk factor highlighting the negative
pressure potential sales
of securities pursuant to this registration statement could have on
the public trading price
of MIC's common stock. To illustrate this risk, disclose the purchase
price of the securities
being registered for resale and the percentage that these shares
currently represent of the
total number of shares outstanding. To the extent applicable, also
disclose that even
though the current trading price is significantly below the SPAC IPO
price, the selling
securityholders have an incentive to sell because they will still
profit on sales because of
the lower price at which they purchased their shares as compared to
the public investors.
Management's Discussion and Analysis
Overview, page 58
3. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of MIC s common stock. Your discussion
should highlight the
fact that Color Up, LLC, Manuel Chavez, Stephanie Hogue and Jeffrey
Osher, beneficial
owners of a majority of your outstanding shares on a fully diluted
basis, will be able to
sell all of their shares for so long as the registration statement of
which this prospectus
forms a part is available for use.
Liquidity and Capital Resources, page 68
4. Please revise to disclose the exercise price of the warrant compared
to the market price of
MIC's common stock. If the warrant is out the money, please disclose
the likelihood that
the warrant holder will not exercise its warrant. Provide similar
disclosure in the risk
factors section and disclose that cash proceeds associated with the
exercise of the
warrant are dependent on MIC's stock price. As applicable, describe
the impact on your
liquidity and update the discussion on the company's ability to fund
its operations on
a prospective basis with current cash on hand.
5. In light of the significant number of redemptions and the unlikelihood
that the
company will receive significant proceeds from exercise of the warrant
because of the
disparity between the exercise price of the warrant and the current
trading price of MIC's
common stock, please expand your discussion of material cash
requirements to address
any changes in the company s liquidity position since the business
combination. If the
company is likely to have to seek additional capital, discuss the
effect of this offering on
the company s ability to raise additional capital.
6. We note your disclosure that if you do not meet your operating plan as
expected, you will
be required to reduce corporate overhead or other operating expenses.
We also note that
your projected revenues for 2022 and 2023 were approximately $31
million and $35.8
million, respectively, as set forth in the unaudited financial
information Legacy MIC
management prepared and provided to the Legacy MIC board and the FWAC
board in
Stephanie Hogue
Mobile Infrastructure Corporation
October 6, 2023
Page 3
connection with the evaluation of the business combination. Finally, we
note that actual
revenues for the year ended December 31, 2022 and the six months ended
June 30, 2023
were approximately $29 million and $14 million respectively. It appears
that you missed
your 2022 revenue projection and that you will miss your 2023 revenue
projection
(assuming revenues are earned ratably throughout the year). Please
update your disclosure
here, and elsewhere as appropriate, to provide updated information about
the company's
financial position and risks to your business operations, liquidity, and
intended business
objectives in light of these circumstances.
General
7. Please revise your prospectus to disclose the price that each selling
securityholder paid for
the securities being registered for resale. Highlight any differences in
the current trading
price, the prices that the selling securityholders acquired their shares
and warrant, and the
price that the public securityholders acquired their shares. Disclose
that while the selling
securityholders may experience a positive rate of return based on the
current trading price,
the public securityholders may not experience a similar rate of return
on the securities
they purchased due to differences in the purchase prices and the current
trading price.
Please also disclose the potential profit the selling securityholders
will earn based on the
current trading price. Lastly, please include appropriate risk factor
disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Benjamin Holt at 202-551-6614 or Pam Howell at
202-551-3357 with any
questions.
Sincerely,
FirstName LastNameStephanie Hogue
Division of
Corporation Finance
Comapany NameMobile Infrastructure Corporation
Office of Real
Estate & Construction
October 6, 2023 Page 3
cc: Hirsh M. Ament, Esq.
FirstName LastName