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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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Mobile Infrastructure Corp (Name of Issuer) |
Common Stock (Title of Class of Securities) |
60739N101 (CUSIP Number) |
Manuel Chavez, III 30 W. 4th Street, Cincinnati, OH, 45202 (513) 834-5110 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 60739N101 |
| 1 |
Name of reporting person
HSCP Strategic III, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,972,193.50 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
44.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
See Item 5
SCHEDULE 13D
|
| CUSIP No. | 60739N101 |
| 1 |
Name of reporting person
Manuel Chavez, III | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
867,337.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
See Item 5
SCHEDULE 13D
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| CUSIP No. | 60739N101 |
| 1 |
Name of reporting person
Stephanie Hogue | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
775,119.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
See Item 5
SCHEDULE 13D
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| CUSIP No. | 60739N101 |
| 1 |
Name of reporting person
Jeffrey Osher | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
27,043,474.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
60.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
See Item 5
SCHEDULE 13D
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| CUSIP No. | 60739N101 |
| 1 |
Name of reporting person
Harvest Small Cap Partners Master, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,340,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
See Item 5
SCHEDULE 13D
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| CUSIP No. | 60739N101 |
| 1 |
Name of reporting person
Harvest Small Cap Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,154,091.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
See Item 5
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
Mobile Infrastructure Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
30 W. 4th Street, Cincinnati,
OHIO
, 45202. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 6 to the statement on Schedule 13D (this "Amendment") relates to the common stock, $0.0001 par value per share (the "Common Stock") of Mobile Infrastructure Corporation, a Maryland corporation (the "Issuer") and amends the statement on Schedule 13D filed on September 6, 2023, as amended by the Amendment No. 1 to the statement on Schedule 13D filed on November 3, 2023, amendment No. 2 to the statement on Schedule 13D filed on July 29, 2024, amendment No. 3 to the statement on Schedule 13D filed on September 13, 2024, amendment No. 4 to the statement on Schedule 13D filed on October 7, 2024, and amendment No. 5 to the statement on Schedule 13D filed on November 22, 2024 (the "Original Schedule 13D" and, together with this Amendment, the "Statement"). Except as otherwise provided herein, each Item of the Original Schedule 13D remains unchanged. Capitalized terms used and not defined in this Amendment have the meanings ascribed thereto in the Original Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
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 | |
Item 4 of the Original Schedule 13D is here by supplemented as followed:
Bombe-MIC Pref Distribution:
On June 17, 2025, Bombe-MIC Pref, LLC ("Bombe Pref") distributed 1,498,636 shares of Common Stock of the Issuer held by it in a distribution to its members without consideration (the "Distribution").
No securities of the Issuer were directly or indirectly distributed to the Reporting Persons by Bombe Pref. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of May 1, 2025 is based on 42,391,674 shares of Common Stock outstanding, as reported in the Issuer's Form 10-Q for the fiscal quarter ended March 31, 2025. The amount beneficially owned by each Reporting Person does not include shares of Common Stock that may be issued upon redemption of Common Units (including Common Units which such person may acquire upon the vesting and conversion to Common Units of outstanding Performance Units and LTIP Units) because, upon the holder's election to redeem Common Units, the Issuer may elect to redeem such Common Units for cash or shares of Common Stock in the Issuer's sole discretion.
Manuel Chavez beneficially owns 867,337 shares of Common Stock or approximately 2.0% of the Issuer's outstanding Common Stock, of which Mr. Chavez has (i) the sole power to vote or direct the vote of and the sole power to dispose or to direct the disposition of 142,000 shares of Common Stock and (ii) the shared power to vote or to direct the vote of and the shared power to dispose or to direct the disposition of 725,337 shares of Common Stock. Mr. Chavez's beneficial ownership includes 382,978 shares of Common Stock issuable upon the exercise of 382,978 Warrants.
Stephanie Hogue beneficially owns 775,119 shares of Common Stock or approximately 1.81% of the Issuer's outstanding Common Stock, of which Ms. Hogue has (i) the sole power to vote or direct the vote of and the sole power to dispose or to direct the disposition of 49,234 shares of Common Stock and (ii) the shared power to vote or to direct the vote of and the shared power to dispose or to direct the disposition of 725,337 shares of Common Stock. Ms. Hogue's beneficial ownership includes (i) 382,978 shares of Common Stock issuable upon the exercise of 382,978 Warrants and (ii) 548 shares of Common Stock held indirectly by Ms. Hogue as custodian under accounts for the benefit of Ms. Hogue's children under the Uniform Gift to Minors Act.
Jeffrey Osher beneficially owns 27,043,474.5 shares of Common Stock or approximately 60.8% of the Issuer's outstanding Common Stock, of which Mr. Osher has (i) the sole power to vote or direct the vote of and the sole power to dispose or to direct the disposition of 131,192 shares of Common Stock and (ii) the shared power to vote or to direct the vote of and the shared power to dispose or to direct the disposition of 26,912,282.5 shares of Common Stock. Mr. Osher's beneficial ownership includes (i) 17,801978 shares of Common Stock held by HS3, (ii) 2,170,213.5 shares of Common Stock issuable upon the exercise of 2,170,213.5 Warrants held by HS3, (iii) 2,154,091 shares of Common Stock directly held by HSLP (as defined below); (iv) 4,340,457 shares of Common Stock directly held by HSCPM (as defined below); and (v) 445,541 shares of Common Stock directly held by O Cincy Family II, LLC.
HSCP Strategic III, L.P. ("HS3") beneficially owns 19,972,193.5 shares of Common Stock or approximately 44.8% of the Issuer's outstanding Common Stock, of which HS3 has the sole power to vote or direct the vote of and the sole power to dispose or to direct the disposition of 19,972,193.5 shares of Common Stock. HS3's beneficially ownership includes 2,170,213.5 shares of Common Stock issuable upon the exercise of 2,170,213.5 Warrants.
Harvest Small Cap Partners Master, Ltd. ("HSCPM") beneficially owns 4,340,457 shares of Common Stock or approximately 10.2% of the Issuer's outstanding Common Stock, of which HSCPM has the sole power to vote or direct the vote of and the sole power to dispose or to direct the disposition of 4,340,457 shares of Common Stock.
Harvest Small Cap Partners, L.P. ("HSCP") beneficially owns 2,154,091 shares of Common Stock or approximately 5.1% of the Issuer's outstanding Common Stock, of which HSCPM has the sole power to vote or direct the vote of and the sole power to dispose or to direct the disposition of 2,154,091 shares of Common Stock. | |
| (b) | Item 5a is incorporated herein by reference. | |
| (c) | The information set forth in Items 3 and 4 is incorporated herein by reference. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Items 3 and 4 of this Statement is incorporated herein by reference. | ||
| SIGNATURE | |
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.
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