Mobile Infrastructure Corporation To Be Publicly Listed In Merger With Fifth Wall Acquisition Corp. III

—Transaction values the Company at a $550 million post-money equity valuation1

—Upon closing, will be the first pure-play parking owner of scale to be publicly listed

—Diversified portfolio of assets comprising 15,750 parking spaces across 44 facilities and 22 distinct markets

—Fifth Wall Acquisition Corp. III is an affiliate of Fifth Wall, the largest venture capital firm focused on the built world with $3.2B of assets under management

—Mobile Infrastructure Corp. to benefit from Fifth Wall's ecosystem of institutional real estate partners and access to technology solutions

Fifth Wall Acquisition Corp. III (NASDAQ:FWAC) ("FWAC"), a special purpose acquisition company (SPAC) sponsored by an affiliate of Fifth Wall, the largest venture capital firm focused on technology for the built world, announced today that it entered into a definitive business combination agreement with Mobile Infrastructure Corp. ("MIC" or the "Company"), one of the largest institutional-quality, mobility-focused parking asset owners in the U.S. Upon the closing of this transaction, the combined company expects to be publicly traded on the New York Stock Exchange under the ticker "BEEP."

Founded in 2015, MIC has established an industry-leading reputation acquiring under-managed parking facilities in the nation's top 50 metropolitan statistical areas (MSAs) and implementing a variety of asset management initiatives to unlock embedded upside. MIC is led by an experienced management team with long-standing parking industry relationships. MIC's strategically diversified portfolio currently includes 44 parking facilities in 22 markets.

Company & Industry Highlights

• Attractive Cash Flow Characteristics: Parking features an attractive revenue profile combining both recurring monthly contracts as well as weekly, daily, and hourly arrangements which provide a natural inflationary hedge through adjustable rates. Assets in the MIC portfolio benefit from a diverse set of demand drivers in high traffic central business districts. MIC's parking assets have minimal ongoing operating expenses and low recurring capital expenditures.
• Experienced Management Team: MIC is led by an experienced management team with over 40 years of combined industry experience and relationships in the parking industry, including the former CEO of Parking Company of America.
• Growth Opportunities through Active Asset Management: Parking is an industry that has historically underinvested in technology and asset management initiatives. MIC utilizes proprietary technology to maximize revenue and profitability through customer data collection, dynamic rate optimization, and demand strategies. Additionally, MIC has established percentage of rent operator leases which align incentives and capture significant contribution margin on growth.
• Fragmented Industry Ripe for Consolidation: Ownership of parking assets is highly fragmented with the vast majority of industry assets held by small local owner-operators, who generally own between one to five properties in a specific market. Additionally, supply is naturally constrained due to onerous zoning restrictions and scarcity of land in urban downtown environments, creating a favorable backdrop for consolidation and growth. Expected proceeds from the transaction will provide capital for external growth and future expansion and allow MIC to accelerate the execution of its acquisition pipeline.

Management Comments

Manuel Chavez, Chief Executive Officer and Chairman of MIC, said, "Today marks an important step in our path towards creating a next-generation publicly-listed parking platform. Fifth Wall's vast expertise bridging the gap between analog businesses and technologies, combined with their network of limited partners who represent the world's top real estate owners and operators, make them an integral partner in our next growth phase."

Jeff Osher, Managing Partner of No Street Capital, and MIC Director, commented, "As the largest shareholder of MIC, I'm thrilled that we not only found the right partner in FWAC, but also an aligned incentive structure that is conducive to the creation of meaningful shareholder value over time. Our enthusiasm about MIC's combination with FWAC is reflected in No Street's commitment to invest an additional $10 million in a PIPE transaction."

Brad Greiwe, Co-Founder and Managing Partner at Fifth Wall, shared, "Fifth Wall has long evaluated the landscape of parking owner-operators and the technologies applicable to those businesses. It was evident that Mobile Infrastructure has the right portfolio, management team, operator relationships and track record to redefine and usher the industry into the future."

As part of the business combination, Greiwe is expected to join MIC's Board of Directors.

Transaction Overview

The business combination values the combined company at a post-money equity valuation of approximately $550 million assuming no public shareholders of FWAC exercise their redemption rights.

The combined company is expected to have up to approximately $276 million in cash at closing, including $275 million of cash held in FWAC from its initial public offering on May 27, 2021 (assuming no redemptions by FWAC's public shareholders and prior to the payment of transaction expenses). The transaction is further supported by a $10 million PIPE investment from No Street Capital, an existing MIC shareholder.

MIC and FWAC are aligning long-term interests. FWAC's sponsor has agreed to defer a portion of its founder shares in an earn-out with vesting at significant premiums to FWAC's current share price, while MIC's CEO has elected to receive 100% of his 2023 compensation in stock. In addition, a portion of the FWAC Sponsor's founder shares will be cancelled for no consideration. The combined company will have significant insider ownership, and MIC's existing investors are rolling 100% of their equity in the transaction. Additionally, no SPAC warrants have been issued, and as a result, shareholders will benefit from less dilution and a simplified capital structure.

The transaction has been unanimously approved by the Boards of Directors of both MIC and FWAC. The transaction is expected to close in the second quarter of 2023, subject to the satisfaction of customary closing conditions, including the approval of shareholders of both parties.

Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by FWAC and Mobile Infrastructure Corporation with the Securities and Exchange Commission ("SEC") and available at www.sec.gov.