UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| Mobile Infrastructure Corp. (F/K/A Fifth Wall Acquisition Corp. III) |
| (Name of Issuer) |
| common stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 60739N101 | ||
| (CUSIP Number) | ||
| December 31, 2023 | ||
| (Date of Event Which Requires Filing of This Statement) | ||
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| x | Rule 13d-1(b) | |
| ¨ | Rule 13d-1(c) | |
| ¨ | Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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).
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| CUSIP No. 60739N101 | ||||
| 1 |
NAMES OF REPORTING PERSONS
Empyrean Capital Partners, LP | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a)¨ (b)¨ | ||
| 3 |
SEC USE ONLY
| |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | ||
| 6 |
SHARED VOTING POWER
0 | |||
| 7 |
SOLE DISPOSITIVE POWER
0 | |||
| 8 |
SHARED DISPOSITIVE POWER
0 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨ | |||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||
| 12 |
TYPE OF REPORTING PERSON (see instructions)
PN; IA | |||
| 2 |
| CUSIP No. 60739N101 | ||||
| 1 |
NAMES OF REPORTING PERSONS
Amos Meron | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a)¨ (b)¨ | ||
| 3 |
SEC USE ONLY
| |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 | ||
| 6 |
SHARED VOTING POWER
0 | |||
| 7 |
SOLE DISPOSITIVE POWER
0 | |||
| 8 |
SHARED DISPOSITIVE POWER
0 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨ | |||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||
| 12 |
TYPE OF REPORTING PERSON (see instructions)
IN; HC | |||
| 3 |
Item 1(a). |
Name of Issuer: |
| The name of the issuer is Mobile Infrastructure Corp. (F/K/A Fifth Wall Acquisition Corp. III) (the "Issuer"). | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
| The Issuer's principal executive offices are located at 30 W. 4th Street Cincinnati, Ohio 45202 | |
| Item 2(a). | Name of Person Filing: |
|
This statement is filed by:
(i) Empyrean Capital Partners, LP (“ECP”), a Delaware limited partnership, which serves as investment manager to Empyrean Capital Overseas Master Fund, Ltd. (“ECOMF”), a Cayman Islands exempted company, with respect to the Common Stock directly held by ECOMF;
(ii) Mr. Amos Meron, who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the Common Stock directly held by ECOMF.
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Class A Common Stock owned by another Reporting Person. | |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
| The address of the business office of each of the Reporting Persons is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067. | |
| Item 2(c). | Citizenship: |
|
ECP - a Delaware limited partnership Amos Meron - United States | |
| Item 2(d). | Title of Class of Securities: |
common stock, $0.0001 par value per share (the "Common Stock") | |
| Item 2(e). | CUSIP Number: 60739N101 |
| Item 3. | If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | x | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
| (g) | x | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; | |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ |
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| 4 |
| Item 4. |
Ownership.
|
|
The information required by Items 4(a) - (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
| |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the followingx. |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group. |
| Not applicable. | |
| Item 10. | Certification. |
Each of the Reporting Persons hereby makes the following certification:
By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
| EMPYREAN CAPITAL PARTNERS, LP | |
| By:/s/ Jennifer Norman | |
| Name: Jennifer Norman | |
| Title: General Counsel, Chief Compliance Officer | |
| /s/ Amos Meron | |
| AMOS MERON |
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