UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~August 2510, 2023

MOBILE INFRASTRUCTURE CORPORATION

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Maryland	000-55760	47-3945882
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

30 W 4th Street, Cincinnati, Ohio	45202
30 W. 4th StreetCincinnati, Ohio	45202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (513) 834-5110

Not Applicable

(Former name or former address, if changed since last report.)

_____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

On August 10, 2023, Mobile Infrastructure Corporation (b“MIC”) ~~Resignation~~held a special meeting of stockholders ~~Chief~~(the ~~Accounting~~“Special ~~Officer~~Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of December 13, 2022, as amended by the First Amendment to Agreement and Plan of Merger, dated as of March 23, 2023 (as amended, the “Merger Agreement”), by and among MIC, Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (“FWAC”), and Queen Merger Corp. I, a Maryland corporation and a wholly-owned subsidiary of FWAC (“Merger Sub”). The proposals are described in detail in the joint proxy statement/prospectus filed with the Securities and Exchange Commission by FWAC and MIC on July 11, 2023, in connection with the Merger Agreement.

~~On July~~Each ~~25, 2023, Kyle Brown resigned from his position as Chief Accounting Officer~~ of ~~Mobile~~ ~~Infrastructure Corporation (~~the ~~“Company”),~~proposals ~~effective~~submitted ~~as of July 28, 2023,~~ to ~~pursue~~a ~~another~~vote ~~career opportunity. Mr. Brown’s decision~~ was ~~not~~approved ~~due~~by ~~to any disagreement with~~ the ~~Company’s~~requisite ~~management~~vote ~~or board~~ of ~~directors of~~ the ~~Company~~MIC onstockholders. ~~any~~A ~~matter~~brief ~~relating~~description toof the ~~Company’s~~proposals ~~operations,~~voted ~~policies~~upon ~~or practices,~~at ~~including with respect to any matters relating to~~ the ~~Company’s~~ ~~accounting~~Special ~~practices~~Meeting orand ~~financial~~the ~~reporting.~~final ~~The~~voting ~~Company~~results ~~expects~~regarding ~~that~~each ~~Mr.~~proposal ~~Brown’s~~voted on ~~duties~~are ~~and~~set ~~responsibilities~~forth ~~will be assumed by existing leaders within the organization~~below.

~~SIGNATURES~~ Proposal 1 – Charter Amendment Proposal

~~Pursuant~~MIC tostockholders approved the ~~requirements~~proposal ofto ~~the~~amend ~~Securities~~MIC’s ~~Exchange~~charter ~~Act~~to ofdelete ~~1934,~~provisions ~~the~~related ~~registrant~~to ~~has~~roll-up ~~duly~~transactions ~~caused~~effective immediately ~~this~~prior ~~report~~ to bethe ~~signed on~~effective ~~its~~time ~~behalf~~of by the ~~undersigned~~Merger ~~hereunto~~(as ~~duly~~defined ~~authorized~~below) (the “Charter Amendment Proposal”).

		MOBILE INFRASTRUCTURE CORPORATION
Votes FOR		Votes AGAINST		Votes ABSTAINED	Broker Non-Votes
Date: July 28, 2023	By:	/s/ Stephanie Hogue
4,115,591		177,229		105,501	N/A
		Name:	Stephanie L. Hogue
		Title:	President and Chief Financial Officer

Proposal 2 – MIC Merger Proposal

MIC stockholders approved the merger of Merger Sub with and into MIC with MIC continuing as the surviving entity and immediately following the effectiveness of such merger, the merger of MIC with and into the successor of FWAC after its conversion to a Maryland corporation (“New MIC”), with New MIC continuing as the surviving entity (the “Merger”) pursuant to the terms and subject to the conditions of the Merger Agreement (the “MIC Merger Proposal”).

Votes FOR

Votes AGAINST

Votes ABSTAINED

Broker Non-Votes

4,126,848

171,621

99,852

N/A

Proposal 3 – Compensation Proposal

MIC stockholders approved, on an advisory basis, the compensation that may be paid or become payable to the named executive officers of MIC in connection with the Merger.

Votes FOR

Votes AGAINST

Votes ABSTAINED

Broker Non-Votes

3,991,926

298,509

107,886

N/A

Proposal 4 – Adjournment Proposal

In connection with the Special Meeting, MIC also solicited proxies with respect to a proposal to adjourn the Special Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the Charter Amendment Proposal or the MIC Merger Proposal if there were insufficient votes at the time of such adjournment to approve the Charter Amendment Proposal or the MIC Merger Proposal (the “Adjournment Proposal”). As there were sufficient votes to approve both the Charter Amendment Proposal and the MIC Merger Proposal, the Adjournment Proposal was not presented to the stockholders for approval at the Special Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MOBILE INFRASTRUCTURE CORPORATION

Date: August 10, 2023	By:	/s/ Stephanie L. Hogue
		Name: Stephanie L. Hogue Title: President and Chief Financial Officer

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