SecProbe.io

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.

 FirstName LastNameStephanie Hogue
 Comapany NameMobile Infrastructure Corporation
 October 6, 2023 Page 2
 FirstName LastNameStephanie Hogue
Mobile Infrastructure Corporation
October 6, 2023
Page 2
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

 FirstName LastNameStephanie Hogue
 Comapany NameMobile Infrastructure Corporation
 October 6, 2023 Page 3
 FirstName LastName
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,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Hirsh M. Ament, Esq.