UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)*
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
November
22, 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
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
19,972,193.5*
|
| 8 |
Shared
voting power
0
|
| 9 |
Sole
dispositive power
19,972,193.5*
|
| 10 |
Shared
dispositive power
0
|
| 11 |
Aggregate
amount beneficially owned by each reporting person
19,972,193.5*
|
| 12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
| 13 |
Percent
of class represented by amount in Row (11)
45.32%*
|
| 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)
5.60%*
|
| 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)
5.26%*
|
| 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
26,912,282.5*
|
| 9 |
Sole
dispositive power
95,000*
|
| 10 |
Shared
dispositive power
26,912,282.5*
|
| 11 |
Aggregate
amount beneficially owned by each reporting person
27,007,282.5*
|
| 12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
| 13 |
Percent
of class represented by amount in Row (11)
61.28%*
|
| 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
4,340,457*
|
| 8 |
Shared
voting power
0
|
| 9 |
Sole
dispositive power
4,340,457*
|
| 10 |
Shared
dispositive power
0
|
| 11 |
Aggregate
amount beneficially owned by each reporting person
4,340,457*
|
| 12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
| 13 |
Percent
of class represented by amount in Row (11)
10.36%*
|
| 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
2,154,091*
|
| 8 |
Shared
voting power
0
|
| 9 |
Sole
dispositive power
2,154,091*
|
| 10 |
Shared
dispositive power
0
|
| 11 |
Aggregate
amount beneficially owned by each reporting person
2,154,091*
|
| 12 |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐
|
| 13 |
Percent
of class represented by amount in Row (11)
5.14%*
|
| 14 |
Type
of reporting person (see instructions)
PN
|
Explanatory
Note
This
Amendment No. 5 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, amendment No. 2 to the statement on Schedule 13D filed on July 29, 2024, amendment No. 3 to the statement
on Schedule 13D filed on September 13, 2024, and amendment No. 4 to the statement on Schedule 13D filed on October 7, 2024 (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
3. |
Source
and Amount of Funds or Other Consideration |
Item
3 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following: the information in Item 4 is incorporated
herein by reference.
| Item
4. |
Purpose
of Transaction. |
The
disclosure of Item 4 of the Original Schedule 13D set forth under the title “Liquidating Distribution” is hereby amended
and restated 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) |
| Common Units | |
| 445,541.28 | | |
O Cincy Family II, LLC(2)(4) |
| | (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. |
| | | |
| (4) | O
Cincy Family II, LLC (“O Cincy”) is an Ohio limited liability company.
Jeffrey B. Osher is the manager of O Cincy. |
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
4 of the Original Schedule 13D is hereby supplemented as follows:
On
November 22, 2024, pursuant to the terms of the OP Agreement, the Issuer issued 445,541 shares of Common Stock to O Cincy in exchange
for 445,541.28 Common Units of the Operating Company beneficially owned by O Cincy. $0.89 was paid to the O Cincy in respect of the aggregate
of 0.28 redeemed fractional shares. As of the date of this Statement, O Cincy does not hold any Common Units.
| 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 November 1, 2024, which is based on 41,900,000 shares of Common Stock outstanding, as reported in the Quarterly
Report of the Issuer on Form 10-Q filed with the SEC on November 13, 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 | |
| Manuel Chavez, III | |
| 2,365,973.5 | (2) | |
| 5.60 | % | |
| 142,000 | | |
| 2,223,973.5 | | |
| 142,000 | | |
| 2,223,973.5 | |
| Stephanie Hogue | |
| 2,225,069.5 | (2)(3) | |
| 5.26 | % | |
| 548 | | |
| 2,223,973.5 | | |
| 548 | | |
| 2,223,973.5 | |
| Jeffrey B. Osher | |
| 27,007,282.5 | (4) | |
| 61.28 | % | |
| 95,000 | | |
| 26,912,282.5 | | |
| 95,000 | | |
| 26,912,282.5 | |
| HS3 | |
| 19,972,193.5 | (5) | |
| 45.32 | % | |
| 19,972,193.5 | | |
| 0 | | |
| 19,972,193.5 | | |
| 0 | |
| HSCPM | |
| 4,340,457 | | |
| 10.36 | % | |
| 4,340,457 | | |
| 0 | | |
| 4,340,457 | | |
| 0 | |
| HSLP | |
| 2,154,091 | | |
| 5.14 | % | |
| 2,154,091 | | |
| 0 | | |
| 2,154,091 | | |
| 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) 17,801,980 shares of Common Stock and 2,170,213.50 Warrants directly held by HS3, (ii)
2,154,091 shares of Common Stock directly held by HSLP; (iii) 4,340,457 shares of Common
Stock directly held by HSCPM; and (iv) 445,541.00 shares of Common Stock directly held by
O Cincy. |
| | | |
| | (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 4 is incorporated herein by reference.
(d)
Not
applicable.
(e)
Not
applicable.
| Item
6. |
Contracts,
Arrangements, Understandings or Relationship with Respect to Securities of the Issuer. |
The
information set forth in Items 3 and 4 of this Statement is incorporated herein by reference.
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:
November 25, 2024
| |
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. |
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