SEC Form 424B3 filed by Mobile Infrastructure Corporation

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-274666

PROSPECTUS SUPPLEMENT NO. 8

(To Prospectus dated April 12, 2024)

Mobile Infrastructure Corporation

Up to 37,156,865 Shares of Common Stock

Warrants to Purchase 2,553,192 Shares of Common Stock

This prospectus supplement is being filed solely to update and supplement the information contained in the section of the prospectus, dated April 12, 2024 (the “Prospectus”) entitled “Selling Securityholders” to reflect the issuance of Common Stock (as defined below) in lieu of cash payment upon redemption of Common Units (as defined in the Prospectus) described herein.

The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling securityholders named in the Prospectus or their permitted transferees of

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information in this prospectus supplement updates and supersedes the information contained therein.

Our Common Stock is listed on the NYSE American LLC under the symbol “BEEP.” On September 9, 2024, the closing price of our Common Stock was $3.60. The Warrants will not be listed for trading.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and are subject to reduced public company reporting requirements. The Prospectus and this prospectus supplement comply with the requirements that apply to an issuer that is an emerging growth company.

See the section titled “Risk Factors” beginning on page 9 of the Prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is September 9, 2024.

REDEMPTION OF COMMON UNITS

On September 9, 2024, the Company elected to issue 336,756 shares of Common Stock in lieu of cash payments upon the redemption of 336,756 Common Units (the “Redemption”), consisting of (i) 94,048 shares of Common Stock issued to Samuel Wilkins 2012 Trust, (ii) 121,534 shares of Common Stock issued to Wilkins-Duignan 2009 Revocable Trust and (iii) 121,354 shares of Common Stock issued to Ritch Holdings II, LLC (collectively, the “Additional Selling Securityholders”).

SELLING SECURITYHOLDERS

The table appearing in the section in the Prospectus entitled “Selling Securityholders” is hereby deleted in its entirety and replaced with the table appearing below. The table in the section in the Prospectus entitled “Selling Securityholders” is being updated solely to reflect the Redemption, including to add the Additional Selling Securityholders.

Information about the named “Selling Securityholders,” including those listed in the table below, may change over time. Since the effectiveness of Post-Effective Amendment No. 1 to the Registration Statement on Form S-11 of which the Prospectus is a part, a number of Selling Securityholders may have sold shares of Common Stock registered thereunder. This prospectus supplement does not provide any updates with respect to any such sales.

Please see the section titled “Plan of Distribution” for further information regarding the Selling Securityholders’ method of distributing these securities.