Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
July 29 2024 - 5:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Mobile
Infrastructure Corporation
(Name
of Issuer)
Common
Stock, $0.0001 par value
(Title
of Class of Securities)
60739N101
(CUSIP
Number)
Manuel
Chavez, III
30
W. 4th Street
Cincinnati,
Ohio 45202
Tel:
(513) 834-5110
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies
to:
Hirsh
Ament
Jeffrey
N. Ostrager
Kirill
Y. Nikonov
Venable
LLP
750
E. Pratt Street
Suite 900
Baltimore,
Maryland 21202
Tel:
(410) 244-7400
July
26, 2024
(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. ☐
NOTE:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
| * |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
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).
| 1 |
Names
of reporting persons
Color
Up, LLC
|
| 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 |
7 |
Sole
voting power
0
|
| 8 |
Shared
voting power
0
|
| 9 |
Sole
dispositive power
0
|
| 10 |
Shared
dispositive power
0
|
| 11 |
Aggregate
amount beneficially owned by each reporting person
0
|
| 12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
| 13 |
Percent
of class represented by amount in Row (11)
0%*
|
| 14 |
Type
of reporting person (see instructions)
OO
|
| 1 |
Names
of reporting persons
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 |
7 |
Sole
voting power
11,974,351.5*
|
| 8 |
Shared
voting power
0
|
| 9 |
Sole
dispositive power
11,974,351.5*
|
| 10 |
Shared
dispositive power
0
|
| 11 |
Aggregate
amount beneficially owned by each reporting person
11,974,351.5*
|
| 12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
| 13 |
Percent
of class represented by amount in Row (11)
36.21%*
|
| 14 |
Type
of reporting person (see instructions)
PN
|
| 1 |
Names
of reporting persons
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 |
7 |
Sole
voting power
142,000*
|
| 8 |
Shared
voting power
2,223,973.50*
|
| 9 |
Sole
dispositive power
142,000*
|
| 10 |
Shared
dispositive power
2,223,973.50*
|
| 11 |
Aggregate
amount beneficially owned by each reporting person
2,365,973.50*
|
| 12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
| 13 |
Percent
of class represented by amount in Row (11)
7.56%*
|
| 14 |
Type
of reporting person (see instructions)
IN
|
| 1 |
Names
of reporting persons
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 |
7 |
Sole
voting power
548*
|
| 8 |
Shared
voting power
2,223,973.5*
|
| 9 |
Sole
dispositive power
548*
|
| 10 |
Shared
dispositive power
2,223,973.5*
|
| 11 |
Aggregate
amount beneficially owned by each reporting person
2,225,069.5*
|
| 12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
| 13 |
Percent
of class represented by amount in Row (11)
7.11%*
|
| 14 |
Type
of reporting person (see instructions)
IN
|
| 1 |
Names
of reporting persons
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 |
7 |
Sole
voting power
95,000*
|
| 8 |
Shared
voting power
17,968,899.5*
|
| 9 |
Sole
dispositive power
95,000*
|
| 10 |
Shared
dispositive power
17,968,899.5*
|
| 11 |
Aggregate
amount beneficially owned by each reporting person
18,063,899.5*
|
| 12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
| 13 |
Percent
of class represented by amount in Row (11)
54.62%*
|
| 14 |
Type
of reporting person (see instructions)
IN
|
| 1 |
Names
of reporting persons
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 |
7 |
Sole
voting power
4,006,457*
|
| 8 |
Shared
voting power
0
|
| 9 |
Sole
dispositive power
4,006,457*
|
| 10 |
Shared
dispositive power
0
|
| 11 |
Aggregate
amount beneficially owned by each reporting person
4,006,457*
|
| 12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
| 13 |
Percent
of class represented by amount in Row (11)
12.97%*
|
| 14 |
Type
of reporting person (see instructions)
PN
|
| 1 |
Names
of reporting persons
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 |
7 |
Sole
voting power
1,988,091*
|
| 8 |
Shared
voting power
0
|
| 9 |
Sole
dispositive power
1,988,091*
|
| 10 |
Shared
dispositive power
0
|
| 11 |
Aggregate
amount beneficially owned by each reporting person
1,988,091*
|
| 12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
| 13 |
Percent
of class represented by amount in Row (11)
6.43%*
|
| 14 |
Type
of reporting person (see instructions)
PN
|
| 1 |
Names
of reporting persons
Bombe-MIC
Pref, LLC
|
| 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
Ohio
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole
voting power
1,798,364*
|
| 8 |
Shared
voting power
0
|
| 9 |
Sole
dispositive power
1,798,364*
|
| 10 |
Shared
dispositive power
0
|
| 11 |
Aggregate
amount beneficially owned by each reporting person
1,798,364*
|
| 12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
| 13 |
Percent
of class represented by amount in Row (11)
5.82%*
|
| 14 |
Type
of reporting person (see instructions)
PN
|
Explanatory
Note
This
Amendment No. 2 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 (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
2. |
Identity
and Background. |
Paragraph
(c) of Item 2 of the Original Schedule 13D is hereby amended and restated as follows:
(c)
The
present principal business of Bombe Pref is to hold the securities of the Issuer, as described in this Statement. Mr. Chavez’s
present principal occupation is to serve as the Chief Executive Officer and Chairman of the Issuer. Ms. Hogue’s present principal
occupation is to serve as the President, Treasurer, Secretary, and a director of the Issuer. Mr. Osher’s present principal occupation
is to serve as a director of the Issuer and as a managing member of No Street. The present principal businesses of HS3, HSCPM and HSLP
are to hold investments on behalf of its partners, including its investment in the securities of the Issuer. HSCP’s present principal
business is investment management of HS3, HSLP, and other related funds. No Street’s present principal business is the business
of an investment firm.
| Item
4. |
Purpose
of Transaction. |
Item
4 of the Original Schedule 13D is hereby supplemented as follows:
Liquidating
Distribution
On
July 26, 2024, Color Up distributed the entirety of securities of the Issuer held by Color Up in a liquidating distribution to its members
without consideration (the “Liquidating Distribution”). Securities distributed in the Liquidating Distribution are
comprised of:
| (i) | 3,937,246
shares of Common Stock; |
| (ii) | 2,553,192
Warrants; and |
| (iii) | 11,242,635
Common Units. |
The
securities of the Issuer directly or indirectly distributed to the Reporting Persons other than Color Up are set forth in the table below:
| Type of Security | |
Amount | | |
Distributee |
| Common Stock | |
| 42,631 | | |
Bombe Asset Management, LLC (“Bombe”)(1) |
| Common Stock | |
| 3,809,588 | | |
HS3(2) |
| Warrants | |
| 382,978.50 | | |
Bombe(1) |
| Warrants | |
| 2,170,213.50 | | |
HS3(2) |
| Common Units | |
| 2,131,537.02 | | |
Bombe(1) |
| Common Units | |
| 5,288,512 | | |
HS3(2) |
| Common Units | |
| 24,148.59 | | |
PLR-322 Streeter LLC(3) |
| (1) | These
securities are indirectly beneficially owned by Manuel Chavez, III and Stephanie Hogue. |
| (2) | These
securities are indirectly beneficially owned by Jeffrey B. Osher. |
| (3) | These
securities are indirectly beneficially owned by Manuel Chavez, III. PLR-322 Streeter LLC
(“PLR”) is an Ohio limited liability company. Manuel Chavez, III is a
member and manager of PLR. |
As
a result of the Liquidating Distribution, as of July 26, 2024 Color Up ceased being a beneficial owner of any of the Issuer’s securities.
| Item
5. |
Interest
in Securities of the Issuer. |
Item
5 of the Original Schedule 13D is hereby amended and restated as follows:
(a)
– (b)
The
following sets forth 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 July 26, 2024, which is based on 30,900,000 shares of Common Stock outstanding, as reported in the Quarterly Report
of the Issuer on Form 10-Q filed with the SEC on May 15, 2024.
| Reporting Person | |
Amount beneficially owned(1) | | |
Percent of Class | | |
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 of | | |
Shared power to dispose or to direct the disposition of | |
| Color Up | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| Manuel Chavez, III | |
| 2,365,973.5 | (2) | |
| 7.56 | % | |
| 142,000 | | |
| 2,223,973.5 | | |
| 142,000 | | |
| 2,223,973.5 | |
| Stephanie Hogue | |
| 2,225,069.5 | (2)(3) | |
| 7.11 | % | |
| 548 | | |
| 2,223,973.5 | | |
| 548 | | |
| 2,223,973.5 | |
| Jeffrey B. Osher | |
| 18,063,899.5 | (4) | |
| 54.62 | % | |
| 95,000 | | |
| 17,968,899.5 | | |
| 95,000 | | |
| 17,968,899.5 | |
| HS3 | |
| 11,974,351.5 | (5) | |
| 36.21 | % | |
| 11,974,351.5 | | |
| 0 | | |
| 11,974,351.5 | | |
| 0 | |
| HSCPM | |
| 4,006,457 | | |
| 12.97 | % | |
| 4,006,457 | | |
| 0 | | |
| 4,006,457 | | |
| 0 | |
| HSLP | |
| 1,988,091 | | |
| 6.43 | % | |
| 1,988,091 | | |
| 0 | | |
| 1,988,091 | | |
| 0 | |
| Bombe Pref | |
| 1,798,364 | | |
| 5.82 | % | |
| 1,798,364 | | |
| 0 | | |
| 1,798,364 | | |
| 0 | |
| (1) | 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. |
| (2) | Includes
(i) 1,798,364 shares of Common Stock directly held by Bombe Pref and (ii) 42,631 shares of
Common Stock and 382,978.50 Warrants directly held by Bombe. |
| (3) | Includes
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. |
| (4) | Includes
(i) 9,804,138 shares of Common Stock and 2,170,213.50 Warrants directly held by HS3, (ii)
1,988,091 shares of Common Stock directly held by HSLP; and (iii) 4,006,457 shares of Common
Stock directly held by HSCPM. |
| (5) | Includes
2,170,213.50 Warrants. |
Except
as set forth in this Item 5(a)-(b), each of the persons named in this Item 5(a)-(b) disclaims beneficial ownership of any shares of Common
Stock owned beneficially or of record by any other person named in this Item 5(a)-(b).
(c)
The
information set forth in Items 3 and 6 of the Original Schedule 13D and the information of Item 4 of the Statement under the heading
“Liquidating Distribution” is incorporated herein by reference.
Mr.
Osher made the following purchase transactions in the shares of Common Stock that were effected during the past sixty days, each such
purchase being an open market transaction:
| Date | |
Number of Shares | | |
Purchase Price | |
| 05/28/2024 | |
| 16,951 | | |
$ | 3.39 | (1) |
| 05/29/2024 | |
| 15,223 | | |
$ | 3.4 | |
| 05/30/2024 | |
| 6,706 | | |
$ | 3.38 | |
| 05/31/2024 | |
| 7,305 | | |
$ | 3.38 | (2) |
| 06/03/2024 | |
| 1,225 | | |
$ | 3.38 | |
| 06/04/2024 | |
| 6,607 | | |
$ | 3.4 | |
| 06/14/2024 | |
| 5,983 | | |
$ | 3.301 | |
| (1) | The
price reported is a weighted average price. These shares were purchased in multiple transactions
at prices ranging from $3.36 to $3.40, inclusive. The Reporting Person hereby undertakes
to provide upon request to the SEC staff, the issuer, or a security holder of the issuer
full information regarding the number of shares and prices at which the transaction was effected. |
| (2) | The
price reported in Column 4 is a weighted average price. These shares were purchased in multiple
transactions at prices ranging from $3.37 to $3.38, inclusive. The Reporting Person hereby
undertakes to provide upon request to the SEC staff, the issuer, or a security holder of
the issuer full information regarding the number of shares and prices at which the transaction
was effected. |
(d)
Not
applicable.
(e)
As
of July 26, 2024 Color Up ceased being a beneficial owner of any of the Issuer’s securities.
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:
July 29, 2024
| |
Color Up,
LLC |
| |
|
|
| |
By: |
/s/
Manuel Chavez, III |
| |
Name: |
Manuel Chavez, III |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
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 |
Fifth Wall Acquisition C... (NASDAQ:FWAC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Fifth Wall Acquisition C... (NASDAQ:FWAC)
Historical Stock Chart
From Jul 2023 to Jul 2024
