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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 6, 2026
MOBILE
INFRASTRUCTURE CORPORATION
(Exact
name of registrant as specified in its charter)
| Maryland |
|
001-40415 |
|
32-0777356 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification No.) |
30
W. 4th Street
Cincinnati,
Ohio |
|
45202 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (513) 834-5110
Not
applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.0001 par value per share |
|
BEEP |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item
7.01 | Regulation
FD Disclosure. |
On
August 6, 2026, Mobile Infrastructure Corporation (the “Company”) issued a press release (the “Press Release”)
announcing that a preliminary, non-binding indication of interest (the “Proposal Letter”) to acquire 100% of the issued
and outstanding common stock of the Company was submitted to the board of directors (the “Board”) of the Company by
Bombe Asset Management, LLC (“Bombe”).
Bombe
is owned and controlled by Stephanie Hogue, the Company’s President and Chief Executive Officer and a member of the Board, and
Manuel Chavez III, the Executive Chairman of the Board. Ms. Hogue is a managing partner of Bombe. Mr. Chavez is the founder and a managing
partner of Bombe.
A
copy of the Proposal Letter is filed as exhibit 99.1 to the Schedule 13D filed by Ms. Hogue and Mr. Chavez with the Securities and Exchange
Commission on August 4, 2026.
A
copy of the Press Release is furnished hereto as Exhibit 99.1.
The
information contained in this Item 7.01 in this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
| Item
9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated August 6, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data file (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
MOBILE
INFRASTRUCTURE CORPORATION |
| |
|
|
| Date:
August 6, 2026 |
By: |
/s/
Stephanie Hogue |
| |
Name: |
Stephanie
Hogue |
| |
Title: |
President
and Chief Executive Officer |
Exhibit 99.1
Mobile
Infrastructure Announces Receipt of a
Preliminary, Non-Binding Indication of Interest from Bombe Asset Management
CINCINNATI —
(BUSINESSWIRE) — Mobile Infrastructure Corporation (Nasdaq: BEEP), (“Mobile”, “Mobile Infrastructure” or
the “Company”), the nation’s only publicly traded owner of parking infrastructure, today announced that the board of
directors (the “Board”) has received a preliminary, non-binding indication of interest (the “Proposal Letter”)
from Bombe Asset Management, LLC (“Bombe”) to acquire 100% of the issued and outstanding shares of common stock of Mobile
(the “Proposed Transaction”).
Bombe
is owned and controlled by Manuel Chavez III and Stephanie Hogue. Mr. Chavez serves as Executive Chairman of the Board of Mobile and
is the founder and a managing partner of Bombe. Ms. Hogue is Mobile’s President and Chief Executive Officer and a member of the
Board and is a managing partner of Bombe.
The
Board has established a special committee consisting solely of independent directors (the “Special Committee”) to carefully
evaluate the Proposed Transaction and other alternatives available to Mobile.
The
Proposal Letter is preliminary and non-binding. There can be no assurance that the Proposal Letter will result in the negotiation or
execution of a definitive agreement or that the Proposed Transaction or any transaction will be consummated.
The
Company and the Special Committee do not intend to comment further regarding the Proposal Letter, the Proposed Transaction or any related
developments unless and until they determine that further disclosure is appropriate or required by law.
A
copy of the Proposal Letter is available as an exhibit to Manuel Chavez III’s and Stephanie Hogue’s statement of beneficial
ownership on Schedule 13D filed with the Securities and Exchange Commission on August 4, 2026.
No
stockholder action is required at this time.
About
Mobile Infrastructure Corporation
Mobile
Infrastructure Corporation is a Maryland corporation. The Company owns a diversified portfolio of parking assets throughout the United
States. As of March 31, 2026, the Company owned 35 parking facilities in 18 separate markets throughout the United States, with a total
of 13,200 parking spaces and approximately 4.6 million square feet. The Company also owns approximately 0.1 million square feet of retail/commercial
space adjacent to its parking facilities. Learn more at www.mobileit.com.
Forward-Looking
Statement
Certain
statements contained in this press release are forward-looking statements. All statements included in this press release that are not
historical facts, including statements concerning the review and evaluation of the Proposal Letter by the Special Committee and the possibility
of a transaction involving the Company, are forward-looking statements. Forward-looking statements are typically identified by the use
of terms such as “may,” “should,” “expect,” “could,” “intend,” “plan,”
“anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential,”
“will” or the negative of such terms and other comparable terminology.
The
forward-looking statements included herein are based upon the Company’s current expectations, plans, estimates, assumptions and
beliefs, which involve numerous risks and uncertainties. Actual events and outcomes could differ materially from those expressed or implied
by such statements as a result of various factors, including the outcome of the Special Committee’s review and evaluation of the
Proposal Letter; whether the Proposal Letter is modified, withdrawn or rejected; whether the Company and Bombe enter into a definitive
agreement; the terms, structure, financing and timing of any potential transaction; whether any required approvals are obtained and conditions
to any potential transaction are satisfied; the possibility that other proposals may be made; potential disruption to the Company’s
business; and litigation relating to the Proposal Letter or any potential transaction. There can be no assurance that the Proposal Letter
will result in the negotiation or execution of a definitive agreement or that any transaction will be approved or consummated.
Additional
factors that could cause actual events and outcomes to differ materially are discussed in the sections titled “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission from time to time. All
forward-looking statements are made as of the date of this press release. Except as required by applicable law, the Company undertakes
no obligation to publicly update or revise any forward-looking statements.
Mobile
Contact
David
Gold | Lynn Morgan
beepir@advisiry.com
| (212) 750-5800