Following the Merger, the business affairs of New MIC are controlled by a board of directors that initially consist of eight individuals, seven of which were board members of MIC and one that was designated by FWAC.

Following the Merger, the management of New MIC is led by MIC’s Chief Executive Officer, Manuel Chavez, III, and Chief Financial Officer, Stephanie Hogue.

MIC is significantly larger than FWAC in terms of revenue, total assets (excluding cash) and employees.

The historical consolidated balance sheet as of June 30, 2023 and consolidated statement of operations for the year ended June 30, 2023, derived from the unaudited consolidated financial statements of MIC;

The historical consolidated balance sheet as of June 30, 2023 and consolidated statement of operations for the year ended June 30, 2023, derived from the unaudited consolidated financial statements of FWAC;

Transaction accounting adjustments to give effect to the Merger, on the unaudited pro forma condensed combined statements of operations for the six-months ended June 30, 2023 and year ended December 31, 2022, as if the Merger occurred on January 1, 2022.

FWAC Shareholders (other than the Sponsor and FWAC Directors)

Sponsor (including FWAC Directors)(5)

MIC Public Stockholders (other than the MIC Directors and Officers)

MIC Directors and Officers(6)

Total

FWAC Shareholders (other than the Sponsor and FWAC Directors)

Sponsor (including FWAC Directors)(5)

MIC Public Stockholders (other than the MIC Directors and Officers)

MIC Directors and Officers(7)

Total

FWAC Shareholders (other than the Sponsor and FWAC Directors)

Sponsor (including FWAC Directors)(5)

MIC Public Stockholders (other than the MIC Directors and Officers)

MIC Directors and Officers (including Preferred PIPE Investment)(8)

Total

FWAC Shareholders (other than the Sponsor and FWAC Directors)

Sponsor (including FWAC Directors)(5)

MIC Public Stockholders (other than the MIC Directors and Officers)

MIC Directors and Officers (including Preferred PIPE Investment)(9)

Total

As of immediately following the consummation of the Merger. Excludes 13,787,466 shares of New MIC Common Stock issuable upon the conversion of the Series 2 Preferred Stock on the earlier of a change of control of New MIC and December 31, 2023 in accordance with the Preferred Subscription Agreement and the terms of the Series 2 Preferred Stock. Percentages may not add to 100% due to rounding. Unless the context indicates otherwise, all information in this section is adjusted to give effect to the Exchange Ratio. The “Exchange Ratio” is the quotient of (a) 25,453,918.5 shares of New MIC Common Stock divided by (b) the aggregate issued and outstanding shares of MIC Common Stock on a fully diluted basis as of immediately prior to the First Effective Time using the treasury method of accounting.

As of immediately following the consummation of the Merger. Excludes 13,787,466 shares of New MIC Common Stock issuable upon the conversion of the Series 2 Preferred Stock on the earlier of a change of control of New MIC and December 31, 2023 in accordance with the Preferred Subscription Agreement and the terms of the Series 2 Preferred Stock. Assumes the conversion of 13,795,826 Common Units beneficially owned by Color Up and HS3 and 14,530 LTIP Units held by the non-management members of the MIC board of directors and Shawn Nelson (who retired from the MIC board of directors effective December 31, 2022), in each case, as of the date of this Report (in each case, as adjusted to give effect to the Exchange Ratio). The Common Units are redeemable for cash or shares of New MIC Common Stock on a one-for-one basis, at New MIC’s discretion. The table above assumes the conversion of all Common Units into shares of New MIC Common Stock on a one-for-one basis. Percentages may not add to 100% due to rounding. Unless the context indicates otherwise, all information in this section is adjusted to give effect to the Exchange Ratio.

As of immediately following the consummation of the Merger, but gives effect to the conversion of the Series 2 Preferred Stock into shares of New MIC Common Stock on the earlier of a change of control of New MIC and December 31, 2023. Percentages may not add to 100% due to rounding. Unless the context indicates otherwise, all information in this section is adjusted to give effect to the Exchange Ratio.

As of immediately following the consummation of the Merger, but gives effect to the conversion of the Series 2 Preferred Stock into shares of New MIC Common Stock on the earlier of a change of control of New MIC and December 31, 2023. Assumes the conversion of 13,795,826 Common Units beneficially owned by Color Up and HS3 and 14,530 LTIP Units held by the non-management members of the MIC board of directors and Shawn Nelson (who retired from the MIC board of directors effective December 31, 2022), in each case, as of the date of this Report (in each case, as adjusted to give effect to the Exchange Ratio). The Common Units are redeemable for cash or shares of New MIC Common Stock on a one-for-one basis, at New MIC’s discretion. The table above assumes the conversion of all Common Units into shares of MIC Common Stock on a one-for-one basis. Percentages may not add to 100% due to rounding. Unless the context indicates otherwise, all information in this section is adjusted to give effect to the Exchange Ratio.

Gives effect to the cancellation for no consideration of 4,755,000 FWAC Class B Shares held by the Sponsor in accordance with the terms of the Sponsor Agreement and excludes the 1,900,000 FWAC Class B held by the Sponsor which are subject to certain vesting restrictions and, in certain circumstances, forfeiture, in each case pursuant to the Sponsor Agreement.

Includes 3,937,247 shares of New MIC Common Stock held by Color Up.

Includes 3,937,247 shares of New MIC Common Stock held by Color Up. Excludes (i) 638,298 shares of New MIC Common Stock issuable upon conversion of Common Units issuable upon the exercise of Class A Units held by HS3, (ii) 2,250,000 shares of New MIC Common Stock issuable upon conversion of 2,250,000 Common Units issuable upon conversion (assuming vesting) of 2,250,000 Performance Units granted to Mr. Chavez and Ms. Hogue, (iii) 606,683 shares of New MIC Common Stock issuable upon conversion of 606,683 Common Units issuable upon conversion (assuming vesting) of 606,683 LTIP Units granted to Mr. Chavez and Ms. Hogue and (iv) 32,010 shares of New MIC Common Stock issuable upon conversion of 32,010 Common Units issuable upon the conversion (assuming vesting) of 32,010 LTIP Units granted to the non-management members of the MIC board of directors.

Includes 3,937,247 shares of New MIC Common Stock held by Color Up and 13,787,466 shares of New MIC Common Stock issuable upon the conversion of the Series 2 Preferred Stock on the earlier of a change of control of New MIC and December 31, 2023 in accordance with the Preferred Subscription Agreement and the terms of the Series 2 Preferred Stock. Shares of New MIC Common Stock issuable pursuant to the terms of the Series 2 Preferred Stock, assuming there are no subsequent issuances of New MIC Common Stock prior to conversion and as measured on a standalone basis, will constitute approximately 51% of New MIC Common Stock (assuming 100% of the outstanding FWAC Class A Shares issued in connection with FWAC’s initial public offering on May 27, 2021 (the “Public Shares”) are redeemed in connection with the Merger) and 52% of New MIC Common Stock (assuming no Public Shares are redeemed in connection with the Merger).

Includes 3,937,247 shares of New MIC Common Stock held by Color Up and 13,787,466 shares of New MIC Common Stock issuable upon the conversion of the Series 2 Preferred Stock on the earlier of a change of control of New MIC and December 31, 2023 in accordance with the Preferred Subscription Agreement and the terms of the Series 2 Preferred Stock. Shares of New MIC Common Stock issuable pursuant to the Series 2 Preferred Stock, assuming there are no subsequent issuances of New MIC Common Stock prior to conversion and as measured on a standalone basis, will constitute approximately 34% of the New MIC Common Stock. Excludes (i) 638,298 shares of New MIC Common Stock issuable upon conversion of Common Units issuable upon the exercise of Class A Units held by HS3, (ii) 2,250,000 shares of New MIC Common Stock issuable upon conversion of 2,250,000 Common Units issuable upon conversion (assuming vesting) of 2,250,000 Performance Units granted to Mr. Chavez and Ms. Hogue and (iii) 606,683 shares of New MIC Common Stock issuable upon conversion of 606,683 Common Units issuable upon conversion (assuming vesting) of 606,683 LTIP Units granted to Mr. Chavez and Ms. Hogue and (iv) 32,010 shares of New MIC Common Stock issuable upon conversion of 32,010 Common Units issuable upon the conversion (assuming vesting) of 32,010 LTIP Units granted to the non-management members of the MIC Board.

Excludes (i) 2,553,192 shares of New MIC Common Stock issuable upon the exercise of the New MIC Warrant and (ii) any shares of MIC Common Stock issued in connection with the conversion or redemption of the MIC Preferred Stock. The New MIC Warrant, by its terms, may be exercised by Color Up, the sole holder of the New MIC Warrant, immediately following the Closing. Color Up has informed MIC that it currently does not expect to exercise the New MIC Warrant in connection with the closing of the Merger; however, Color Up retains the legal right to exercise the New MIC Warrant following the Closing.

Excludes (i) 2,553,192 shares of New MIC Common Stock issuable upon the exercise of the New MIC Warrant, (ii) 638,298 shares of New MIC Common Stock issuable upon conversion of 638,298 Common Units issuable upon exercise of 638,298 Class A Units held by HS3, (iii) 2,250,000 shares of New MIC Common Stock issuable upon conversion of 2,250,000 Common Units issuable upon conversion (assuming vesting) of 2,250,000 Performance Units granted to Mr. Chavez and Ms. Hogue, (iv) 606,683 shares of New MIC Common Stock issuable upon conversion of 606,683 Common Units issuable upon conversion (assuming vesting) of 606,683 LTIP Units granted to Mr. Chavez and Ms. Hogue, (v) any shares of MIC Common Stock issued in connection with the redemption of the MIC Preferred Stock and (vi) 39,123 LTIP Units held by the non-management directors and Shawn Nelson (who retired from the MIC board of directors effective as of December 31, 2022). In connection with the conversion of the MIC Preferred Stock by the holders thereof or the redemption of the New MIC Preferred Stock by MIC, in each case, such shares of New MIC Preferred Stock may be converted or redeemed by New MIC for cash or shares of New MIC Common Stock at the sole election of New MIC. The New MIC Warrant, by its terms, may be exercised by Color Up, the sole holder of the New MIC Warrant, immediately following the Closing. Color Up has informed New MIC that it currently does not expect to exercise the New MIC Warrant in connection with the closing of the Merger; however, Color Up retains the legal right to exercise the New MIC Warrant following the Closing.

MIC’s unaudited consolidated interim financial statements and the related notes thereto as of and for the six-months ended June 30, 2023, incorporated by reference in this Report;

MIC’s audited consolidated financial statements and the related notes thereto as of and for the years ended December 31, 2022 and 2021, incorporated by reference in this Report;

FWAC’s unaudited consolidated interim financial statements and the related notes thereto as of and for the three-months ended June 30, 2023, incorporated by reference in this Report; and

FWAC’s audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021, incorporated by reference in this Report.

ASSETS

Land and improvements

Buildings and improvements

Construction in progress

Intangible assets

Accumulated depreciation and amortization

Total investments in real estate, net

Fixed assets, net

Assets held for sale

Cash

Cash – restricted

Prepaid expenses

Accounts receivable, net

Due from related parties

Deferred offering costs

Other assets

Investments held in Trust Account

Total assets

LIABILITIES AND EQUITY

Liabilities

Notes payable, net

Credit Agreement, net

Accounts payable and accrued expenses

Accrued preferred distributions

Indemnification liability

Liabilities held for sale

Security deposits

Due to related parties

Deferred revenue

Deferred underwriting commissions

Total liabilities

Class A ordinary shares subject to possible redemption, $0.0001 par value; 27,500,000 at redemption value of approximately $10.033 and $10.000 per share as of December 31, 2022

Equity

New MIC common stock, $0.0001 par value

Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2022

Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 907,000 shares issued and outstanding (excluding 27,500,000 shares subject to possible redemption) as of December 31, 2022

Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,875,000 shares issued and outstanding as of December 31, 2022

Preferred stock Series A, $0.0001 par value, 50,000 shares authorized, 2,862 shares issued and outstanding (stated liquidation value of $2,862,000 as of December 31, 2022)

Preferred stock Series 1, $0.0001 par value, 97,000 shares authorized, 39,811 shares issued and outstanding (stated liquidation value of $39,811,000 as of December 31, 2022)

Preferred stock Series 2, $0.0001 par value, 46,000 shares authorized, 46,000 shares issued and outstanding (stated liquidation value of $46,000,000)

Non-voting, non-participating convertible stock, $0.0001 par value, 1,000 shares authorized, no shares issued and outstanding

Common stock, $0.0001 par value, 98,999,000 shares authorized, 7,762,375 shares issued and outstanding as of December 31, 2022

Warrants issued and outstanding – 1,702,128 warrants as of December 31, 2022

Additional paid-in capital

Accumulated deficit

Total Mobile Infrastructure Corporation Stockholders’ Equity

Non-controlling interest

Total equity

Total liabilities and equity

Revenues

Base rental income

Management income

Percentage rental income

Total revenues

Operating expenses

Property taxes

Property operating expense

General and administrative

General and administrative - related party

Professional fees, net of reimbursement of insurance proceeds

Organizational, offering and other costs

Depreciation and amortization

Total operating expenses

Other income (expense)

Interest expense

Gain on sale of real estate

PPP loan forgiveness

Other income

Gain on consolidation of DST

Settlement of deferred management internalization

Income from investments held in Trust Account

Transaction expenses

Total other income (expense)

Net loss

Less net loss attributable to non-controlling interest

Net loss attributable to common stockholders

Preferred stock distributions declared - Series A

Preferred stock distributions declared - Series 1

Preferred stock dividends - Series 2

Net loss attributable to common stockholders

Pro Forma Net Loss Per New MIC common stock

Basic and diluted

Pro Forma Weighted-Average New MIC common stock

Basic and diluted (#)

Revenues

Base rental income

Management income

Percentage rental income

Total revenues

Operating expenses

Property taxes

Property operating expense

General and administrative

General and administrative - related party

Professional fees, net of reimbursement of insurance proceeds

Organizational, offering and other costs

Depreciation and amortization

Total operating expenses

Other income (expense)

Interest expense

Loss on sale of real estate

PPP loan forgiveness

Other income

Gain on consolidation of DST

Settlement of deferred management internalization

Income from investments held in Trust Account

Transaction expenses

Total other income (expense)

Net loss

Less net loss attributable to non-controlling interest

Net loss attributable to common stockholders

Preferred stock distributions declared - Series A

Preferred stock distributions declared - Series 1

Preferred stock dividends - Series 2

Net loss attributable to common stockholders

Pro Forma Net Loss Per New MIC common stock

Basic and diluted

Pro Forma Weighted-Average New MIC common stock

Basic and diluted (#)

Each share of MIC Common Stock (excluding shares owned by any Mobile Company) issued and outstanding immediately prior to the First Effective Time was converted into the right to receive such number of shares of New MIC Common Stock equal to the Exchange Ratio and was automatically cancelled;

Each share of MIC Preferred Stock issued and outstanding immediately prior to the First Effective Time was converted into the right to receive the applicable New MIC Series 1 Preferred Stock or New MIC Series A Preferred Stock and was automatically cancelled; and

The First-Step Surviving Company assumed each MIC Common Stock Warrant remaining outstanding and unexpired immediately prior to the First Effective Time and each such MIC Common Stock Warrant became a warrant to purchase that number of shares of New MIC Common Stock equal to the product of (a) the number of shares of MIC Common Stock that would have been issuable upon the exercise of such MIC Common Stock Warrant and (b) the Exchange Ratio, at an exercise price per share equal to the quotient determined by dividing the per share exercise price of such MIC Common Stock Warrant as of immediately prior to the Closing by the Exchange Ratio.

Reflects the reclassification of cash and cash equivalents held in the trust account of FWAC maintained by Continental Stock Transfer & Trust Company (the “Trust Account”) that were available for merger consideration, transaction expenses, and the operating activities in conjunction with the Merger. The adjustment also reflects the redemption of 27,058,698 FWAC Class A Shares in May 2023 in connection with the extension of the Amended and Restated Memorandum and Articles of Association of FWAC (the “Memorandum and Articles of Association”) and 22,017 FWAC Class A Shares in August 2023 in connection with the vote on the Merger.

Represents the payment of certain transaction costs which are directly related to and incremental to the Merger and are reflected as an adjustment to additional paid-in capital. MIC has not currently identified any costs that are not considered directly related to or incremental to the Merger, but any such costs would be reflected in the unaudited pro forma condensed combined income statements.

Represents the derecognition of MIC’s deferred offering costs through additional paid-in capital at Closing.

Represents approximately $0.5 million for the settlement of certain related-party balances.

Represents a pay-down on $15.0 million of the outstanding balance on the Credit Agreement.

This adjustment represents the amounts attributed to redemptions by the FWAC public shareholders, including the redemption of 27,058,698 FWAC Class A Shares in May 2023 in connection with the extension of the Memorandum and Articles of Association and 22,017 FWAC Class A Shares in August 2023 in connection with the vote on the Merger.

Reflects the issuance of New MIC Common Stock before redemptions as well as the conversion of FWAC Class A Shares and FWAC Class B Shares.

Reflects cancellation of 7,762,375 shares of MIC Common Stock.

Reflects the reset of noncontrolling interest to the post-Merger ownership.

Reflects the elimination of FWAC’s historical accumulated deficit balance as of June 30, 2023 such that the remaining accumulated deficit is that of MIC.

Reflects the fair value of 1.9 million FWAC Class B Shares that convert to MIC Common Stock if the 5-day VWAP share price of MIC Common Stock exceeds $13.00 prior to December 31, 2026 and $16.00 prior to December 31, 2028. For purposes of these unaudited pro forma combined financial statements and footnotes, we have recorded a preliminary estimate of this liability. New MIC will engage a third-party valuation specialist to determine the final fair value to be recorded related to the FWAC Class B Shares.

Reflects the issuance of 46,000 shares of Series 2 Preferred Stock and balance of paid in kind dividends.

Reflects the elimination of FWAC’s income from investments held in the Trust Account.

Reflects the decrease in interest expense as a result of paying down amounts outstanding under Credit Agreement, as described in e above. The adjustment was calculated using actual coupon interest on the Credit Agreement for the six months ended June 30, 2023.

Reflects the adjustment for the portion of net income attributable to non-controlling interests, as described in i above.

Reflects the elimination of FWAC’s income from investments held in the Trust Account.

Reflects the decrease in interest expense as a result of paying down amounts outstanding under Credit Agreement, as described in e above. The adjustment was calculated using actual coupon interest on the Credit Agreement for the year ended December 31, 2022.

Reflects the adjustment for the portion of net income attributable to non-controlling interests, as described in i above.

The $4.1 million adjustment reflects the non-cash compensation cost recognized for certain LTIP Units that were granted to MIC’s Chief Executive Officer and Chief Financial Officer on August 23, 2022 pursuant to their respective employment agreements. These LTIP Units will vest in full only upon the occurrence of a liquidity event prior to August 25, 2024; provided, that the executive remains continuously employed by New MIC, the Operating Company or an affiliate thereof through the one year anniversary of the liquidity event. The grant date fair value of the awards was determined to be $4.1 million and is recognized over the 2022 pro forma period which assumes the Merger closes on January 1, 2022.

Reflects the recognition of dividends on Series 2 Preferred Stock at a cumulative annual rate of 10% of the $1,000.00 per share liquidation preference, which dividends will be paid in full on the conversion date.