Chavez III Amends Mobile Infrastructure Corp Filing
Ticker: BEEP · Form: SC 13D/A · Filed: Sep 13, 2024 · CIK: 1847874
| Field | Detail |
|---|---|
| Company | Mobile Infrastructure CORP (BEEP) |
| Form Type | SC 13D/A |
| Filed Date | Sep 13, 2024 |
| Risk Level | medium |
| Pages | 9 |
| Reading Time | 11 min |
| Key Dollar Amounts | $0.0001, $40.4 million, $13.42 m, $26.98 million, $15.0 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: sec-filing, schedule-13d, ownership-update
TL;DR
Chavez III filed an update on his Mobile Infrastructure Corp stake. No major changes detailed, but it's a required disclosure.
AI Summary
Manuel Chavez III, through an amendment filed on September 13, 2024, has updated his Schedule 13D filing for Mobile Infrastructure Corp. This amendment, designated as Amendment No. 3, indicates a change in the reporting person's beneficial ownership of the company's common stock. The filing does not specify new dollar amounts or specific dates of acquisition/disposition in this amendment, but it is a routine update to previously filed information.
Why It Matters
This filing is an update to a significant ownership disclosure, providing transparency on substantial holdings in Mobile Infrastructure Corp.
Risk Assessment
Risk Level: medium — Schedule 13D filings often signal potential activist investor activity or significant changes in control, which can introduce volatility.
Key Players & Entities
- Manuel Chavez III (person) — Reporting Person
- Mobile Infrastructure Corp (company) — Issuer
- Fifth Wall Acquisition Corp. III (company) — Former Company Name
- Venable LLP (company) — Legal Counsel
FAQ
What is the specific nature of the change reported in Amendment No. 3 to the Schedule 13D filing?
The filing states it is an amendment to a previous filing, indicating a change in the reporting person's beneficial ownership, but does not detail the specific transactions or percentage changes in this amendment.
Who is the primary filer for this Schedule 13D/A?
Manuel Chavez III is the primary filer, identified as the person authorized to receive notices and communications.
What is the CUSIP number for Mobile Infrastructure Corp's common stock?
The CUSIP number for Mobile Infrastructure Corp's Common Stock is 60739N101.
When was the date of the event requiring this filing?
The date of the event which requires filing of this statement is September 11, 2024.
What was the former name of Mobile Infrastructure Corp?
The former name of Mobile Infrastructure Corp was Fifth Wall Acquisition Corp. III, with a date of name change on February 24, 2021.
Filing Stats: 2,650 words · 11 min read · ~9 pages · Grade level 11.4 · Accepted 2024-09-13 16:15:20
Key Financial Figures
- $0.0001 — tion (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securiti
- $40.4 million — ent provides for, among other things, a $40.4 million revolving credit facility, maturing on
- $13.42 m — olving Facility ”). HSLP financed $13.42 million, and HSCPM financed $26.98 millio
- $26.98 million — nced $13.42 million, and HSCPM financed $26.98 million under the Credit Agreement. Borrowings
- $15.0 million — connection with the Issuer having drawn $15.0 million or more under the Revolving Facility (s
Filing Documents
- formsc13da.htm (SC 13D/A) — 209KB
- 0001493152-24-036205.txt ( ) — 210KB
of the Original
Item 3 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following: the information in Item 4 is incorporated herein by reference. Item 4. Purpose of Transaction.
of the Original Schedule
Item 4 of the Original Schedule 13D is hereby supplemented as follows: Credit Agreement On September 11, 2024 (the “ Closing Date ”), the Issuer entered into a credit agreement (the “ Credit Agreement ”) with HSLP and HSCPM (collectively, the “ Lenders ”). The Credit Agreement provides for, among other things, a $40.4 million revolving credit facility, maturing on September 11, 2025 (the “ Revolving Facility ”). HSLP financed $13.42 million, and HSCPM financed $26.98 million under the Credit Agreement. Borrowings under the Revolving Facility will accrue interest at a rate of 15.0% per annum, with interest payable in arrears at maturity or upon repayment of any principal amount borrowed under the Revolving Facility. On the Closing Date, in consideration for the commitment to provide the Revolving Facility, the Issuer issued: (i) 83,000 shares of Common Stock to HSLP and 167,000 shares of Common Stock to HSCPM in connection with the execution of the Credit Agreement; and (ii) 83,000 shares of Common Stock to HSLP and 167,000 shares of Common Stock to HSCPM in connection with the Issuer having drawn $15.0 million or more under the Revolving Facility (shares described in items (i) and (ii) collectively, the “Consideration Shares”). The Credit Agreement contains representations and warranties, covenants, and events of default customary for agreements of this type. Joinder Agreement In addition, on the Closing Date, the Lenders executed a joinder agreement (the “ Joinder Agreement ”) to that certain Registration Rights Agreement, dated August 25, 2023, pursuant to which the Issuer agreed to use its reasonable best efforts to register the resale of the Consideration Shares via a registration statement on Form S-11 or Form S-3 to be filed with the SEC on the earlier of (i) the date the Issuer files a post-effective amendment to its Registration Statement on Form S-11 (File No. 333-274666) f
of the Original Schedule
Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows: Incorporated by Reference Exhibit Description Schedule/ Form File Number Exhibit or Annex Filing Date 99.14 Credit Agreement dated September 11, 2024, by and among the Issuer and the Lenders 8-K 001-40415 10.1 September 11, 2024 99.15 Joinder Agreement dated September 11, 2024, by and among the Issuer and the Lenders 8-K 001-40415 10.2 September 11, 2024 11
SIGNATURES
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: September 13, 2024 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 Name: 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 12