Mobile Infrastructure S-4/ARegistration of securities issued in business combination transactions (amended)

As filed with the Securities and Exchange Commission on September 29, 2022

Registration No. 333-265358 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3
TO
FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MOBILE INFRASTRUCTURE TRUST

(Exact name of registrant as specified in its charter)

30 W. 4^th Street

Cincinnati, Ohio 45202

(513) 834-5110

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Stephanie Hogue
President and Chief Financial Officer

Mobile Infrastructure Trust

30 W. 4^th Street

Cincinnati, Ohio 45202

(513) 834-5110

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon consummation of the Merger described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer) o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to the securities offered by this proxy statement/prospectus has been filed with the United States Securities and Exchange Commission. These securities may not be sold, nor may offers to buy these securities be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

The board of trustees of Mobile Infrastructure Trust, a Maryland real estate investment trust, or MIT, and the board of directors of Mobile Infrastructure Corporation, a Maryland corporation, or MIC, have approved an Amended and Restated Agreement and Plan of Merger, dated as of September 26, 2022, as it may be amended from time to time, or the Merger Agreement, by and between MIT and MIC. Pursuant to the terms and subject to the conditions of the Merger Agreement, MIC has agreed to merge with and into MIT, which transaction is referred to as the Merger, with MIT continuing as the surviving entity resulting from the Merger.

If the Merger is completed pursuant to the Merger Agreement, upon the effectiveness of the Merger, (1) holders of shares of common stock, par value $0.0001 per share, of MIC, or MIC common stock, will receive one Class B common share of beneficial interest, par value $0.0001 per share, of MIT, or each, an MIT Class B common share, or together, the MIT Class B common shares, for each share of MIC common stock they hold immediately prior to the effective time of the Merger, or the Effective Time (other than shares of MIC common stock held by any wholly owned subsidiary of MIC, which will be cancelled in the Merger without payment of any consideration therefor), and (2) holders of shares of MIC’s Series A Convertible Redeemable Preferred Stock, par value $0.0001 per share, and Series 1 Convertible Redeemable Preferred Stock, par value $0.0001 per share, or, together, the MIC Preferred Stock, will receive one MIT Series A Convertible Redeemable Preferred Share, par value $0.0001 per share, or one Series 1 Convertible Redeemable Preferred Share, par value $0.0001 per share, as applicable, or together, the MIT Preferred Shares, having terms materially the same as the applicable MIC Preferred Stock, plus an amount in cash equal to any accrued and unpaid dividends on such shares of MIC Preferred Stock through and including the most recently completed quarter prior to the Effective Time for each share of MIC Preferred Stock they hold immediately prior to the Effective Time, or the MIC Preferred Stock Merger Consideration. The MIT Class B common shares are identical to the MIT common shares, except that (i) MIT does not intend to list the MIT Class B common shares on a national securities exchange in connection with the Merger and (ii) upon the six-month anniversary of the listing of the common shares, par value $0.0001 per share, of MIT, or MIT common shares, for trading on a national securities exchange (or such earlier date or dates as may be approved by the MIT board of trustees in certain circumstances with respect to all or any portion of the outstanding MIT Class B common shares), each MIT Class B common share will automatically, and without any shareholder action, convert into one listed MIT common share. MIC stockholders will receive cash in lieu of any fractional MIT Class B common shares or MIT Preferred Shares to which they may be entitled. The MIC common stock is not listed on a national securities exchange. In connection with its contemplated initial public offering of MIT common shares, or the MIT IPO, MIT intends to apply to list the MIT common shares on the New York Stock Exchange, or the NYSE, under the ticker symbol “BEEP” and expects the listing to occur prior to the Effective Time. The closing of the MIT IPO is a condition to the closing of the Merger.

MIT is controlled by Manuel Chavez, its Chief Executive Officer and a member of the MIT board of trustees, and Stephanie Hogue, its President, Chief Financial Officer, Treasurer and Secretary and a member of the MIT board of trustees. Mr. Chavez also serves as chief executive officer and chairman of the MIC board of directors and Ms. Hogue also serves as MIC’s president and chief financial officer and a member of the MIC board of directors. As of the date of this proxy statement/prospectus, Mr. Chavez and Ms. Hogue beneficially own all of the outstanding MIT common shares and approximately 33.8% of the shares of MIC common stock outstanding. In addition to Mr. Chavez and Ms. Hogue, four of the current independent members of the MIC board of directors have agreed to serve as members of the MIT board of trustees effective at the effective time of the MIT IPO and prior to the completion of the Merger.

MIC will hold a special meeting of stockholders on             , 2022, for the purpose of holding a stockholder vote on the Merger and the other transactions contemplated by the Merger Agreement as further described below, or the MIC special meeting. On May 27, 2022, Bombe Asset Management, LLC, or Bombe, the sole shareholder of MIT, approved the Merger, including the issuance of MIT Class B common shares in the Merger, pursuant to the Agreement and Plan of Merger between MIC and MIT, dated May 27, 2022, by written consent in lieu of a special meeting of shareholders in accordance with Maryland law applicable to real estate investments trusts, or Maryland REIT Law. On September 26, 2022, the sole shareholder of MIT approved the revised terms of the Merger, including the issuance of MIT Class B common shares and MIT Preferred Shares in the Merger, pursuant to the Merger Agreement.

The Merger is expected to close one business day following the closing of the MIT IPO. At the time the holders of shares of MIC common stock vote on the Merger at the MIC special meeting, they will not know the value of the MIT Class B common shares they will receive in the Merger in exchange for their shares of MIC common stock. There is currently no public market for the shares of MIC common stock. On August 29, 2022, the MIC board of directors established the estimated net asset value per share of the MIC common stock at $14.76 per share, which we believe to be the current best estimate of the value of the MIT Class B common shares to be received in the Merger, as the shares of MIC common stock will be convertible into MIT Class B common shares on a one-for-one basis. There will be no public market for the MIT Class B common shares. However, the MIT common shares into which the MIT Class B common shares will ultimately convert are expected to begin trading on the NYSE on the business day following the pricing of the MIT common shares in the MIT IPO and prior to the closing date of the Merger. The initial public offering price for the MIT common shares will be determined between MIT and the representatives of the underwriters of the MIT IPO and may not be indicative of prices that will prevail in the trading market. MIT expects that after the Effective Time, the value of the MIT Class B common shares will approximate the market price of the MIT common shares. You should carefully review “Risk Factors—Risks Relating to the Merger and the Other Transactions—MIC stockholders will not know the value of the MIT Class B common shares when they vote on the Merger” on page 27 of this proxy statement/prospectus, “Risk Factors—Risks Related to Our Business—Stockholders should not rely on MIC’s estimated NAV per share as being an accurate measure of the current value of the shares of MIC common stock” on page 33 of this proxy statement/prospectus and “Description of MIT’s and MIC’s Businesses—Recent Developments—Estimated NAV per Share” on page 142 of this proxy statement/prospectus.

Based upon the number of shares of MIC common stock outstanding as of                  , 2022, we anticipate that MIT will issue approximately                  MIT Class B common shares in connection with the Merger. Upon the consummation of the Merger, based upon the number of MIT common shares and shares of MIC common stock outstanding as of the date of this proxy statement/prospectus and assuming the issuance by MIT of MIT common shares in the MIT IPO, we estimate that the MIC stockholders immediately prior to the Merger will own 100% of the MIT Class B common shares outstanding immediately after the Merger and approximately          % of the MIT common shares outstanding immediately after the Merger, assuming the conversion of all the MIT Class B common shares to MIT common shares, no exercise of the underwriters’ overallotment option, if any, in the MIT IPO, and no MIC stockholders purchase any MIT common shares in the MIT IPO or on the open market before the Merger closes.

At the MIC special meeting, holders of shares of MIC common stock will be asked to consider and vote on (i) a proposal to approve an amendment deleting from the MIC charter a restriction on the voting of shares of MIC common stock held by, among others, any director or affiliate of MIC with respect to any transaction between MIC and any such person, or the Voting Limitations Charter Amendment Proposal, (ii) a proposal to approve an amendment deleting provisions related to Roll-Up Transactions (as defined below) from the MIC charter, or the Roll-Up Charter Amendment Proposal, and together with the Voting Limitations Charter Amendment Proposal, the Charter Amendment Proposals, (iii) a proposal to approve the Merger and the other transactions contemplated by the Merger Agreement, or the Merger Proposal, and (iv) a proposal to approve the adjournment of the MIC special meeting from time to time, if necessary or appropriate, including to solicit additional proxies in favor of either Charter Amendment Proposal or the Merger Proposal, if there are insufficient votes at the time of such adjournment to approve either Charter Amendment Proposal or the Merger Proposal, such proposal, the Adjournment Proposal.

If adopted, the Roll-Up Charter Amendment Proposal would remove certain substantive and procedural protections relating to roll-up transactions, or Roll-Up Transactions, from the MIC charter, which would eliminate certain protections that would otherwise apply to the Merger. For example, the MIC charter provides that prior to conducting a Roll-Up Transaction, MIC would be required to obtain an appraisal of MIC’s net assets. In addition, as part of a Roll-Up Transaction, MIC would be required to provide stockholders certain rights including the right

to remain as a stockholder of MIC and preserve their interests therein on the same terms and conditions as existed previously, or to receive cash in an amount equal to the stockholder’ s pro rata share of the appraised value of the net assets of MIC, even if the MIC board of directors concludes that transaction would be in MIC’s best interests. The Merger is conditioned on approval of the Roll-Up Charter Amendment Proposal, therefore, if the Roll-Up Charter Amendment Proposal and Merger Proposal are approved, MIC stockholders will not be entitled to the benefit of these protections in connection with the Merger. See “Risk Factors—Risks Relating to the Merger and the Other Transactions – MIC is seeking the approval of its common stockholders of the Charter Amendments, which would delete from the MIC charter (i) restrictions on the voting of shares held by any director or affiliate of MIC with respect to any transaction between MIC and any such person, such as the Merger and (ii) provisions related to Roll-Up Transactions, such as the Merger; MIC stockholders will not be entitled to the benefit of these protections in connection with the Merger” beginning on page 30 of this proxy statement/prospectus.

Your vote is very important, regardless of the number of shares of MIC common stock you own. The record date for determining the stockholders entitled to receive notice of, and to vote at, the MIC special meeting is the close of business on            , 2022. The Merger cannot be completed without the approval of the holders of the shares of MIC common stock. All holders of MIC Preferred Stock at the close of business on the Record Date are entitled to notice of, but may not vote at, the MIC special meeting. The vote of the holders of MIC Preferred Stock is not required to approve any of the proposals at the MIC special meeting and is not being solicited. Please read carefully this proxy statement/prospectus in its entirety. The obligations of MIC and MIT to consummate the Merger are subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement. More information about MIT, MIC, the MIC special meeting, the Charter Amendment Proposals, the Merger Agreement and the Merger Proposal is included in this proxy statement/prospectus. You should also consider carefully the risks that are described in the “Risk Factors” section, beginning on page 25 of this proxy statement/prospectus.

Whether or not you plan to attend the MIC special meeting, please authorize your proxy as soon as possible to make sure that your shares of MIC common stock are represented at the MIC special meeting.

The MIC board of directors recommends that the holders of shares of MIC common stock vote “FOR” the Voting Limitations Charter Amendment Proposal, “FOR” the Roll-Up Charter Amendment Proposal, “FOR” the Merger Proposal, each of which approval is necessary to consummate the Merger, and “FOR” the Adjournment Proposal.

I join the MIC board of directors in its recommendation and look forward to the successful combination of MIC and MIT.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this proxy statement/prospectus or determined that this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated         , 2022 and is first being mailed to holders of MIC common stock on or about          , 2022.

30 W. 4th Street

Cincinnati, Ohio 45202

(513) 834-5110

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON         , 2022

Dear Stockholders of Mobile Infrastructure Corporation:

We are pleased to invite you to attend a special meeting of stockholders of Mobile Infrastructure Corporation, a Maryland corporation, or MIC. The special meeting of stockholders, or the MIC special meeting, will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. No physical meeting will be held. The MIC special meeting will be held on             , 2022, at            , Eastern Time, to consider and vote upon the following matters:

On May 27, 2022, Bombe Asset Management LLC, or Bombe, the sole shareholder of MIT, approved the Merger, including the issuance of Class B common shares of beneficial interest of MIT, par value $0.0001 per share, in the Merger, pursuant to the Agreement and Plan of Merger between MIC and MIT, dated May 27, 2022, by written consent in lieu of a special meeting of shareholders in accordance with Maryland law applicable to real estate investments trusts, or Maryland REIT Law. On September 26, 2022, the sole shareholder of MIT approved the revised terms of the Merger, including the issuance of MIT Series A Convertible Redeemable Preferred Shares, par value $0.0001 per share, and MIT Series 1 Convertible Redeemable Preferred Shares, par value $0.0001 per share, in the Merger, pursuant to the Merger Agreement. The approval by MIC stockholders of the Charter Amendment Proposals and the Merger Proposal is a condition to the completion of the Merger. If the Merger Proposal is not approved, the Merger and certain of the other transactions contemplated by the Merger Agreement will not occur.

Please refer to the attached proxy statement/prospectus for further information with respect to the business to be transacted at the MIC special meeting.

Holders of record of common stock, par value $0.0001 per share, of MIC, or MIC common stock, at the close of business on              , 2022, or the Record Date, are entitled to notice of, and to vote on, all proposals at the MIC special meeting and any adjournments or postponements of the MIC special meeting. All holders of Series A Convertible Redeemable

Preferred Stock, par value $0.0001 per share, and Series 1 Convertible Redeemable Preferred Stock, par value $0.0001 per share, of MIC, or the MIC Preferred Stock, at the close of business on the Record Date are entitled to notice of, but may not vote at, the MIC special meeting. The vote of the holders of MIC Preferred Stock is not required to approve any of the proposals at the MIC special meeting and is not being solicited.

To be approved, the Charter Amendment Proposals and the Merger Proposal each require the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding shares of MIC common stock at the MIC special meeting on such proposal. To be approved, the Adjournment Proposal requires the affirmative vote of at least a majority of all the votes cast by holders of outstanding shares of MIC common stock entitled to vote at the MIC special meeting on such proposal.

Your vote is important. Whether or not you expect to participate in the MIC special meeting, please authorize a proxy to vote your shares of MIC common stock as promptly as possible by: (1) accessing the internet website specified on your proxy card; (2) calling the toll-free number specified on your proxy card; or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your MIC common stock may be represented and voted at the MIC special meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished by your broker, bank or other nominee.

By Order of the Board of Directors,

Stephanie L. Hogue
President, Chief Financial Officer, Treasurer and Secretary

, 2022
Cincinnati, Ohio

WHERE YOU CAN FIND MORE INFORMATION

MIC files annual, quarterly and current reports, proxy statements and other information with the United States Securities and Exchange Commission, or the SEC, under the Securities Exchange Act of 1934, as amended, or the Exchange Act. The SEC maintains an internet website that contains reports, proxy and information statements, and other information regarding issuers, including MIC, who file electronically with the SEC. The address of that site is www.sec.gov.

Investors may also consult the website of MIC for further information concerning MIC, at www.mobileit.com. Information included on this website is not incorporated by reference into this proxy statement/prospectus.

MIT has filed with the SEC a registration statement on Form S-4, or the Form S-4, of which this proxy statement/prospectus forms a part. The Form S-4 registers the MIT Class B common shares to be issued to MIC stockholders in connection with the Merger. The Form S-4, including the attached exhibits and schedules, contains additional relevant information about the MIT Class B common shares and MIT common shares.

You can obtain any of these documents from the SEC through the website of the SEC at the address described above or from the website of MIC for the documents MIC files with the SEC. In addition, you may request information from MIT or MIC in writing or by telephone at the following addresses:

In addition, MIC has engaged Georgeson LLC, or Georgeson, as proxy solicitor for the MIC special meeting. Any questions about the Charter Amendments or the Merger, requests for additional copies of documents or assistance authorizing a proxy or voting your shares of MIC common stock may be directed to the following address:

If you are a MIC stockholder and would like to request documents, please do so by         , 2022, to receive them before the MIC special meeting.

This document is a prospectus of MIT and is a proxy statement of MIC for the MIC special meeting. Neither MIT nor MIC has authorized anyone to give any information or make any representations about the Charter Amendments, the Merger Agreement or the Merger, or in addition to the information contained in this proxy statement/prospectus or in any of the materials that MIT or MIC has incorporated by reference into this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement/prospectus is provided only as of the date of this proxy statement/ prospectus unless the information specifically indicates that another date applies.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of the Form S-4 filed with the SEC by MIT (File No. 333-265358), constitutes a prospectus of MIT under Section 5 of the Securities Act of 1933, as amended, or the Securities Act, with respect to the MIT Class B common shares to be issued in the Merger and MIT common shares into which they are convertible. This document also constitutes a proxy statement of MIC under Section 14(a) of the Exchange Act. It also constitutes a notice of meeting with respect to the MIC special meeting.

You should rely only on the information contained in or incorporated by reference into this proxy statement/ prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated              , 2022, and you should assume that the information contained in this proxy statement/prospectus is accurate only as of such date or as of such other date specified herein.

You should not construe the contents of this proxy statement/prospectus as legal, tax or financial advice. You should consult with your own legal, tax, financial or other professional advisors. All summaries of, and references to, the agreements governing the terms of the transactions described in this proxy statement/prospectus are qualified by the full copies of and complete text of such agreements in the forms attached hereto as annexes, which are also available on the Electronic Data Gathering Analysis and Retrieval System of the SEC website at www.sec.gov.

We use certain defined terms throughout this proxy statement/prospectus that have the following meanings:

doubt, extinguish all accrued and unpaid dividends payable on the MIC Preferred Stock through and including the most recently completed quarter prior to the Effective Time).

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding MIT has been provided by MIT and information contained in this proxy statement/ prospectus regarding MIC has been provided by MIC.

TABLE OF CONTENTS

RISK FACTORS

In addition to the other information included or referred to in this proxy statement/prospectus, including the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 57 of this proxy statement/prospectus, you should carefully consider the following risks before deciding how to vote your shares of MIC common stock. You should also read and consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. For further information, see “Where You Can Find More Information” beginning on page i of this proxy statement/prospectus.

Throughout the below section unless otherwise indicated or the context otherwise requires, references to “we”, “our”, “us” or “the Company” refer to MIC and its subsidiaries prior to the Merger and to MIT as the surviving entity resulting from the Merger, together with its consolidated subsidiaries, after giving effect to the Merger. MIT currently does not conduct any business.

Summary of Risk Factors

Risks Relating to the Merger and the Other Transactions

Risks Related to Our Business

Risks Related to Our Portfolio

Risks Related to Our Financing Strategy

Risks Related to MIT’s Organization and Structure Following the Merger

Risks Related to the MIT IPO

Risks Related to MIT’s Taxation Following the Merger

Risks Relating to the Merger and the Other Transactions

As a result of the timing of the MIT IPO and the MIC special meeting, MIC stockholders will not know the value of the MIT Class B common shares they will receive in the Merger when they vote on the Merger.

MIT does not plan to commence the road show for the MIT IPO until sometime after receipt of the MIC stockholder approval of the Charter Amendments and the Merger at the MIC special meeting. As a result, MIC stockholders will not know the value of the MIT Class B common shares they will receive in the Merger when they vote on the Merger. On August 29, 2022, the MIC board of directors established the estimated net asset value per share, or NAV, of the MIC common stock at $14.76 per share, which MIC and MIT believe to be the current best estimate of the value of the MIT Class B common shares to be received in the Merger, as the MIC common stock will be convertible in the Merger into MIT Class B common shares on a one-for-one basis.

There will be no public market for the MIT Class B common shares received in the Merger until they are converted into MIT common shares.

The MIT Class B common shares will have identical preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as the MIT common shares, except that (i) MIT does not intend to list the MIT Class B common shares on a national securities exchange and (ii) the MIT Class B common shares will convert automatically into listed MIT common shares pursuant to provisions of the MIT declaration of trust.

Pursuant to the MIT declaration of trust, upon the six-month anniversary of the listing of the MIT common shares for trading on a national securities exchange or such earlier date or dates as approved by the MIT board of trustees with respect to all or any portion of the outstanding MIT Class B common shares, each MIT Class B common share will automatically, and without any shareholder action, convert into one listed MIT common share.

There will be no public market for the MIT Class B common shares. Until the MIT Class B common shares automatically convert into MIT common shares and become listed on a national securities exchange, they cannot be traded on a national securities exchange. As a result, holders of the MIT Class B common shares will have very limited, if any, liquidity options with respect to their MIT Class B common shares until such conversion.

The Merger is subject to the satisfaction or waiver of conditions that may not be satisfied or completed on a timely basis, if at all. Failure to consummate the Merger could adversely affect the future business and financial results of MIC.

The consummation of the Merger is subject to the satisfaction or waiver of a number of conditions, including, among others, the closing of the MIT IPO and MIC stockholder approval of the Charter Amendments and the Merger. These conditions make the completion, and the timing of the completion, of the Merger uncertain. See the section entitled “The Merger Agreement—Description of the Merger Agreement—Conditions to the Completion of the Merger” beginning on page 128 of this proxy statement/prospectus for a more detailed discussion. In addition, the Merger Agreement will terminate if the Merger is not completed by June 30, 2023 or by the earlier written agreement of MIT and MIC; except that the Merger Agreement may not be terminated following the pricing of the MIT IPO unless the MIT IPO does not close following such pricing in accordance with the terms of the underwriting agreement to be entered into between MIT and the underwriters in the MIT IPO.

MIT and MIC cannot provide assurance that the Merger will be consummated on the terms or timeline currently contemplated, or at all. If the Merger is not completed on a timely basis, or at all, MIC may be adversely affected and subject to a number of risks, including the following:

MIC may waive one or more of the conditions to the Merger without re-soliciting stockholder approval.

MIC may determine to waive, in whole or in part, one or more of the conditions to its obligation to consummate the Merger, including, but not limited to the following, where legally permissible:

Any determination whether to waive any condition to the Merger and whether to re-solicit stockholder approval or amend this proxy statement/prospectus as a result of a waiver will be made by MIC at the time of such waiver based on the facts and circumstances as they exist at that time.

Failure to consummate the Merger as currently contemplated or at all could adversely affect the future business and financial results of MIC.

The Merger may be consummated on terms different than those contemplated by the Merger Agreement, or the Merger may not be consummated at all. If the Merger is not completed, or is completed on different terms from those contemplated by the Merger Agreement, MIC could be adversely affected and subject to a variety of risks associated with the failure to consummate the Merger, or to consummate the Merger as contemplated by the Merger Agreement, including the following:

Any delay in the consummation of the Merger or any uncertainty about the consummation of the Merger on terms other than those contemplated by the Merger Agreement, or if the Merger is not completed, could materially adversely affect the business, financial results and stock price of MIC.

The ownership interests of MIC stockholders will be diluted by the consummation of the Merger, and MIC stockholders will exercise less influence over management than they exercised before the Merger.

MIC stockholders have the right to vote in the election of the MIC board of directors and on certain other matters affecting MIC. As a result of the MIT IPO and Merger, MIC stockholders will have an ownership stake in MIT that is smaller than their current stake in MIC. Upon the consummation of the Merger, based upon the number of shares of MIT common shares and shares of MIC common stock outstanding as of the date of this proxy statement/prospectus and assuming the issuance of             MIT common shares in the MIT IPO, MIT and MIC estimate that the MIC stockholders immediately prior to the Merger will own 100% of the MIT Class B common shares outstanding immediately after the Merger and approximately           % of the MIT common shares outstanding immediately after the Merger, assuming the conversion of all the MIT Class B common shares to MIT common shares, no exercise of the underwriters’ overallotment option, if any, in the MIT IPO, and no MIC stockholders purchase any MIT common shares in the MIT IPO or on the open market before the Merger closes. Consequently, MIC stockholders may have less influence over the management and policies of the combined company after the Effective Time than they currently exercise over the management and policies of MIC.

Certain of MIT’s and MIC’s executive officers, directors and trustees may have interests in the Merger that are different from, or in addition to, the interests of MIC stockholders generally. This may create potential conflicts of interest or the appearance of such conflicts, which may lead to increased dissident shareholder activity, including litigation, which could result in significant costs for MIT and MIC and could materially delay or prevent the completion of the Merger.

The interests of Mr. Chavez and Ms. Hogue and MIC’s directors who will become MIT’s trustees include, among other things, the continued service as a trustee or executive officer of the combined company following the Merger and the associated rights to receive cash and equity compensation from the combined company in such capacity, certain rights to continuing indemnification and directors’ and officers’ liability insurance for MIC’s executive officers and directors and the combined company’s assumption of their outstanding MIC equity awards upon the consummation of the Merger.

As a result of MIT’s and MIC’s relationships with MIT’s executive officers and trustees and MIC’s executive officers and directors described elsewhere in this proxy statement/prospectus, the Merger Agreement and the transactions contemplated by the Merger Agreement were not negotiated on an arm’s length basis between unrelated parties and neither MIT nor MIC used an independent committee or other similar body to approve the Merger Agreement and the other transactions contemplated by the Merger Agreement. Therefore, the terms of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the fees and expenses payable by MIC and the Operating Partnership, may be different from those that would be negotiated on an arm’s length basis between unrelated parties.

In addition, the consummation of the Merger is conditioned on approval of the Voting Limitations Charter Amendment Proposal. The Voting Limitations Charter Amendment, if approved, would remove from MIC’s charter a restriction on the voting of shares held by, among others, any director or affiliate of MIC with respect to any transaction between MIC and any such person.

We may therefore be at an increased risk for dissident shareholder activities due to perceived conflicts of interest arising from our management team, the lack of arms-length negotiations, failure to use an independent committee and the fact that the Merger is conditioned on the elimination of provisions of MIC’s charter that are meant to restrict affiliated transactions. In the past, and in particular following the announcement of a significant transaction, periods of volatility in the overall market or declines in the market price of a company’s securities, shareholder litigation and dissident shareholder proposals have often been instituted against companies alleging conflicts of interest in business dealings

with affiliated or related persons and entities. Our relationships with certain affiliates, perceived conflicts of interest arising from our management team, the lack of arms-length negotiations, failure to use an independent committee and the fact that the Merger is conditioned on the elimination of provisions of MIC’s charter that are meant to restrict affiliated transactions may lead to dissident shareholder actions that, if instituted against MIT or MIC or their respective executive officers, directors and trustees, could result in substantial costs, a material delay or prevention of the Merger and a diversion of management’s attention, even if the shareholder action is without merit or unsuccessful.

For further information about these interests, see “The Merger—Interests of MIT and MIC Executive Officers, Trustees and Directors in the Merger” beginning on page 97 of this proxy statement/prospectus and “MIT Executive Officer and Trustee Compensation” beginning on page 162 of this proxy statement/prospectus.

Lawsuits may be commenced seeking to enjoin or prevent the Merger or seeking other relief which may delay or prevent the completion of the Merger and result in MIT or MIC incurring substantial costs.

Public company merger and acquisition transactions are often subject to lawsuits initiated by plaintiffs seeking to enjoin or prevent the transaction or obtain other relief. MIT, MIC and their respective executive officers, directors, trustees and advisors may become subject to similar litigation with respect to the Merger. Any such lawsuit could seek, among other things, injunctive or other equitable relief, including a request to rescind parts of the Merger Agreement and otherwise to enjoin the parties from consummating the Merger, as well as to require payment of fees and other costs by the defendants. MIT and MIC may incur substantial costs defending any such lawsuit, including the distraction of management’s attention, even if such lawsuits are without merit or unsuccessful. No assurance can be made as to the outcome of any such lawsuits. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the Merger or in obtaining other relief, the completion of the Merger may be prevented or delayed or its terms could change.

MIC is seeking the approval of its common stockholders of the Charter Amendments, which would delete from the MIC charter (i) restrictions on the voting of shares held by any director or affiliate of MIC with respect to any transaction between MIC and any such person, such as the Merger, and (ii) provisions related to Roll-Up Transactions, such as the Merger; MIC stockholders will not be entitled to the benefit of these protections in connection with the Merger.

MIC is seeking the approval of its common stockholders of the Voting Limitations Charter Amendment. If adopted, the Voting Limitations Charter Amendment would delete restrictions on the voting of shares held by, among others, any director or affiliate of MIC, with respect to any transaction between MIC and any such person, which would eliminate certain protections for MIC stockholders that would have applied to certain transactions, including the Merger. The MIC charter provides that with respect to shares owned by any director or affiliate, such director or affiliate may not vote or consent on matters submitted to the stockholders with respect to any transaction between MIC and any such person. Pursuant to this provision of the MIC charter, MIC’s directors and affiliates would not be entitled to vote the shares of common stock they beneficially own on the Merger Proposal, as MIT is owned by an affiliate of certain MIC directors. MIC believes that these provisions, if not amended, would make the Merger more difficult and costly to complete and these potential costs and expenses are difficult to predict or quantify.

In addition, MIC is seeking the approval of its common stockholders of the Roll-Up Charter Amendment. If adopted, the Roll-Up Charter Amendment would delete provisions related to Roll-Up Transactions from the MIC charter, which would eliminate certain protections that would have applied to certain transactions, including the Merger. Pursuant to these Roll-Up Transactions provisions of the MIC charter, MIC stockholders who vote “no” on the Merger Proposal would be entitled to the choice of: (1) accepting the MIT Class B common shares or (2) one of the following: (a) remaining as holders of shares of MIC common stock and preserving their interests therein on the same terms and conditions as existed previously or (b) receiving cash in an amount equal to the stockholder’s pro rata share of the appraised value of MIC’s net assets. In addition, under the MIC charter, MIC would be prohibited from participating in any Roll-Up Transaction: (1) that would result in the common stockholders having voting rights in a Roll-Up Entity that are less than those provided in the MIC charter; (2) that includes provisions that would operate to materially impede or frustrate the accumulation of shares by any purchaser of the securities of the Roll-Up Entity, except to the minimum extent necessary to preserve the tax status of the Roll-Up Entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the Roll-Up Entity on the basis of the number of shares held by that investor; (3) in which investors’ rights to access records of the Roll-Up Entity will be less than those provided in the MIC charter; or (4) in which any of the costs of the Roll-Up Transaction would be borne by MIC if the Roll-Up Transaction is rejected by the MIC stockholders. The provisions of the MIC charter subject to the Roll-Up Charter Amendment would also require MIC to obtain an appraisal of its net assets from an independent appraiser. The Merger would be considered a Roll-Up Transaction under the definition in the MIC charter and, accordingly, if the Roll-Up Charter Amendment is not approved and implemented, MIC would not be able to consummate the Merger because (i) the holders of MIC common stock will not have the same voting rights or inspection rights as holders of MIT Class B common shares and (ii) the cost of the Merger will be borne by MIC if the Merger is rejected by the MIC

stockholders. For further information, see “Comparison of Rights of MIT Shareholders and MIC Stockholders” on page 201 of this proxy statement/prospectus.

MIC believes that the effect of these provisions, if not amended, would preclude MIC and MIT from consummating the Merger because, among other things, MIC has not undertaken, and does not intend to undertake, the appraisal process required in connection with Roll-Up Transactions. The MIC board of directors considered the above in determining that the Merger and the other transactions contemplated by the Merger Agreement to be fair and reasonable and on terms no less favorable than would be available from unaffiliated third parties and advisable to, and in the best interests of, MIC. Because of the effect of these provisions on the Merger, the MIC board of directors determined that it was in the best interests of MIC to amend the MIC charter to eliminate these provisions effective immediately prior to the completion of the Merger. Because the Merger is conditioned on approval of the Charter Amendments, MIC stockholders will not be entitled to the benefit of these protections in connection with the Merger.

The MIT declaration of trust does not contain certain protections contained in the MIC charter, and MIC stockholders will lose such protections if the Merger is consummated.

The MIC charter includes certain provisions required by the NASAA REIT Guidelines which apply to REITs with shares that are publicly registered with the SEC but are not listed on a national securities exchange, including certain director removal rights. The MIT declaration of trust does not include provisions based on the NASAA REIT Guidelines, and such guidelines would not apply to MIT. If the Merger is consummated, the MIC charter would no longer be applicable and MIC stockholders would no longer have the benefit of the protections provided by the NASAA REIT Guidelines set forth in the MIC charter. See “Comparison of Rights of MIT Shareholders and MIC Stockholders” beginning on page 201.

The Merger and Charter Amendments are each subject to approval by MIC stockholders.

In order for the Merger to be completed, MIC stockholders must approve the Charter Amendment Proposals and the Merger Proposal, each of which requires the affirmative vote of at least a majority of all the votes entitled to be cast by holders of outstanding shares of MIC common stock on such proposals.

The Merger may trigger contractual rights under certain agreements.

MIC is a party to certain agreements that may contain prepayment, termination or other rights following a “change in control” or “sale of all or substantially all” of the party’s assets. Any counterparty to such agreements, may request modifications of its respective agreements as a condition to granting a waiver or consent under such agreements, or they may elect not to grant a waiver or consent. To the extent any counterparty to such agreements requests modifications of its respective agreements as a condition to granting a waiver or consent under such agreements, MIC will use reasonable efforts to accommodate such modification, but such modifications may not be satisfactory to such counterparty or may not occur. There is no assurance that such counterparties or holders of debt securities will not assert otherwise and seek to exercise any such rights, including termination or repurchase rights where available, that the exercise of any such rights will not adversely affect MIT, MIC or the combined company or that any modifications of such agreements will not materially and adversely affect MIT, MIC or the combined company.

For example, the Loan Agreement, dated as of January 10, 2017, by and between MVP Detroit Center Garage, LLC and Bank of America, N.A., requires notice to and prior written consent from the lender in connection with the Merger and MIT’s acquisition of MIC common stock in the Merger will constitute a change in control that triggers an event of default under MIC’s Credit Agreement, or the Credit Agreement, effective as of March 29, 2022. MIC and MIT are in the process of obtaining the applicable consents and/or waivers under these agreements. In addition, the Merger will also constitute a change of control under MIC’s employment agreements with Mr. Chavez and Ms. Hogue; however, each of MIC and such individuals have agreed that the Merger will not constitute a change of control for purposes of those agreements and the applicable provisions will not therefore be triggered. MIT will assume these agreements in connection with the Merger and will be subject to these provisions going forward.

MIC and the Operating Partnership will incur substantial costs related to the MIT IPO and the Merger.

MIC and the Operating Partnership will incur significant costs in connection with the MIT IPO and Merger and may incur other unanticipated costs. While each company has assumed that a certain level of transaction

expenses will be incurred, there are factors beyond each company’s control that could affect the total amount or the timing of those expenses. Many of the expenses that may be incurred, by their nature, are difficult to estimate accurately at the current time.

On March 7, 2022, MIT entered into a letter agreement with MIC and the Operating Partnership, pursuant to which MIC and the Operating Partnership agreed to be allocated, bear and (where practicable) pay directly the fees and expenses related to the MIT IPO and the Merger, which costs, fees, expenses, and other expenditures include, without limitation, all legal and other advisor fees. MIT is not required to reimburse MIC or the Operating Partnership for any of these costs and expenses.

Risks Related to Our Business

The COVID-19 pandemic has had, and may continue to have, a material adverse effect on our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations, and its duration and ultimate lasting impact is unknown.

The COVID-19 pandemic and the restrictions intended to prevent its spread have had a significant adverse impact on economic and market conditions around the world, including in the United States. These conditions have had, and may continue to have, a material adverse impact on our business. In particular, many of our parking facilities are located near government buildings and courthouses and event centers, which depend in large part on consumer traffic, and conditions that lead to a decline in consumer traffic have had a material and adverse impact on those businesses. Many state and local governments restricted public gatherings or required people to shelter in place, which also had, in some cases, eliminated or severely reduced the demand for parking. Such events have adversely impacted and may continue to adversely impact our tenants’ operations and/or cause the temporary closure of our tenants’ businesses, which could significantly disrupt or cause a closure of their operations and, in turn, significantly impact or eliminate the rental revenue we generate from our leases with them. In particular, our tenants pay us percentage rent, which is based on the amount by which gross revenues of each parking facility exceeds a base amount; therefore, declines in occupancy and the decreases in utilization resulting from the restrictions intended to prevent the spread of COVID-19 and the disruption or closure of our tenants’ operations as a result of the COVID-19 pandemic have reduced, and may in the future reduce, the annualized parking revenues we earn.

The COVID-19 pandemic has also resulted in reduced discretionary spending, reduced travel and other activity. Users of our parking facilities include workers who commute by car to their places of employment in these urban centers. The return on our investments has been and may continue to be materially adversely affected by restrictions in reaction to the COVID-19 pandemic and may further continue to be materially adversely affected to the extent that economic conditions result in the elimination of jobs or the migration of jobs from the urban centers where our parking facilities are situated to other locations.

Although occupancy and utilization at our parking facilities are beginning to recover from their low point experienced during the COVID-19 pandemic, they remain below pre-COVID-19 pandemic levels and may continue indefinitely. We may experience future declines as a result of a resurgence of the COVID-19 pandemic from time-to-time or otherwise.

The duration and ultimate impact of the COVID-19 pandemic is not known. Our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations may continue to be negatively impacted as a result of the COVID-19 pandemic and may remain at depressed levels compared to pre-COVID-19 pandemic levels for an extended period, which would have a material adverse effect on the value and trading price of the MIT common shares.

Increased fuel prices may adversely affect our operating environment and costs.

Fuel prices have a direct impact on the ability and frequency of consumers to engage in activities related to transportation. Increases in the price of fuel may result in higher transportation costs and adversely affect consumer use at our parking garages. Increases in fuel costs also can lead to other non-recoverable, direct expense increases to us through, for example, increased costs of energy. Increases in energy costs for our tenants are typically recovered from lessees, although our share of energy costs increases as a result of lower occupancies, and higher operating cost reimbursements impact the ability to increase underlying rents. Rising fuel prices also may increase the cost of construction and the cost of materials that are petroleum-based, thus affecting the development of our existing assets or our tenants’ ongoing development projects.

We have a limited operating history which makes our future performance difficult to predict.

MIC was formed on May 4, 2015 and, on December 15, 2017, merged with MVP REIT, Inc., a Maryland corporation formed on April 3, 2012. MIC internalized its management function effective April 1, 2019 and the current management team has been in place since August 2021. MIT was formed on March 7, 2022. Accordingly, we have a limited operating history, particularly as an internally managed company. Shareholders should not assume that MIT’s future performance will be similar to the past performance of MIC. The lack of operating history of MIT increases the risk and uncertainty that MIT shareholders face in making or holding an investment in the MIT common shares.

MIC has experienced net losses in the past, and we may experience additional net losses in the future.

Historically, MIC has experienced net losses (calculated in accordance with GAAP), and we may not be profitable or realize growth in the value of our portfolio. Many of MIC’s losses can be attributed to start-up costs, depreciation and amortization, as well as acquisition expenses incurred in connection with purchasing properties or making other investments. For a further discussion of our operational history and the factors affecting our net losses, see “Selected Combined Historical and Pro Forma Financial Information” in this proxy statement/prospectus and the combined and condensed financial statements appearing elsewhere in this proxy statement/prospectus.

The loss of key personnel could have a material adverse effect upon our ability to conduct and manage our business.

Our ability to achieve our investment objectives and to pay distributions is dependent upon the performance of our management team in the identification and acquisition of investments, the determination of any financing arrangements, the management of our assets and operation of our day-to-day activities. The loss of services of one or more members of our key personnel or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our relationships with lenders, business partners, parking facility operators and managers and other industry personnel, which could materially and adversely affect our business, financial condition, results of operations, ability to make distributions to shareholders in the future and the value of the MIT common shares. Furthermore, the loss of one or more of our key personnel may constitute an event of default under certain of our limited non-recourse property-level indebtedness, which could result in such indebtedness being accelerated.

Stockholders should not rely on MIC’s estimated NAV per share as being an accurate measure of the current value of the shares of MIC common stock.

The MIC board of directors, including all of its independent directors, has historically approved and established at least annually an estimated NAV per share of MIC common stock, which is based on an estimated market value of MIC’s assets less the estimated market value of MIC’s liabilities, divided by the number of fully-diluted shares of MIC common stock outstanding. The objective of the MIC board of directors in determining the estimated NAV per share of the MIC common stock was to arrive at a value, based on recent available data, that it believed was reasonable based on methods that it deemed appropriate after consultation with the Company’s management team. As with any valuation method, the methods used to determine the estimated NAV per share were based upon a number of assumptions, estimates, forecasts and judgments that over time may prove to be incorrect, incomplete, or may change materially.

In the most recent estimation of NAV established on August 29, 2022, the MIC board of directors relied upon information provided by its management team regarding MIC’s real estate investments, other assets and liabilities and the number of shares of MIC common stock outstanding on a fully diluted basis after giving effect to the redemption, on a one-for-one basis, of the OP Units held by the limited partners of the Operating Partnership, which will not necessarily result in a reflection of fair value under GAAP. Different parties using different methods could derive an estimated NAV per share that is significantly different from the estimated NAV per share determined by the MIC board of directors. The MIC board of directors believes the estimated NAV to be the current best estimate of the value of the MIT Class B common shares to be received in the Merger, as the MIC common stock will be convertible in the Merger into MIT Class B common shares on a one-for-one basis.

The estimated NAV per share is not a representation, warranty, guarantee or other indication that, among other things:

Further, the estimated NAV per share was calculated as of a particular moment in time based on the shares of MIC common stock then outstanding and the amount and value of shares of MIC common stock will fluctuate over time as a result of, among other things, future acquisitions or dispositions of assets, developments related to individual assets and changes in the real estate and capital markets. Following the completion of the MIT IPO and Merger, we do not expect to publish an estimated NAV.

We disclose certain non-GAAP financial measures in this proxy statement/prospectus; however these non-GAAP measures are not equivalents to our net income or loss as determined under GAAP, and our computation of such non-GAAP measures may not be comparable to other REITs.

We consider Adjusted EBITDA, AFFO and FFO, each, a non-GAAP financial measure, as supplemental performance measures of our operating performance, due to the certain unique operating characteristics of real estate companies. These non-GAAP financial measures have the meanings set forth in “Selected Combined Historical and Pro Forma Financial Information”.

Nareit, an industry trade group, promulgated FFO, which it believes more accurately reflects the operating performance of a REIT. As defined by Nareit, FFO means net income (loss) attributable to common shareholders, calculated in accordance with GAAP, plus real estate depreciation and amortization and provision of impairment of investment in real estate, minus gain from sale of investments in real estate. In addition, Nareit has clarified its computation of FFO, which includes adding back real estate impairment charges for all periods presented; however, under GAAP, impairment charges reduce net income. While impairment charges are added back in the calculation of FFO, we caution that due to the fact that impairments to the value of any property are typically based on estimated future undiscounted cash flows compared to current carrying value, declines in the undiscounted cash flows which led to the impairment charges reflect declines in property operating performance which may be permanent. We calculate AFFO by deducting recurring capital expenditures, settlement of deferred management internalization, transaction expenses, income from or gain on consolidation of DST, PPP loan forgiveness and straight-line rent from FFO and adding transaction expenses.

The calculation of FFO and AFFO may vary from entity to entity since capitalization and expense policies tend to vary from entity to entity. Items that are capitalized do not impact FFO, whereas items that are expensed reduce FFO. Consequently, our presentation of FFO and AFFO may not be comparable to other similarly titled measures presented by other companies. FFO and AFFO do not represent cash flows from operations as defined by GAAP, it is not indicative of cash available to fund all cash flow needs nor is it indicative of liquidity, including our ability to pay distributions, and should not be considered as an alternative to net income, as determined in accordance with GAAP, for purposes of evaluating our operating performance. Management uses the calculation of FFO and AFFO for multiple reasons. We use FFO and AFFO to compare our operating performance to that of other companies. Additionally, we compute FFO as part of our acquisition process to determine whether a

proposed investment will satisfy our investment objectives. FFO is not a useful measure in evaluating NAV because impairments are considered in determining NAV but not in determining FFO.

The historical cost accounting rules used for real estate assets require, among other things, straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time, especially if such assets are not adequately maintained or repaired and renovated as required by relevant circumstances and/or is requested or required by lessees for operational purposes. We believe that, since real estate values historically rise and fall with market conditions, including inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT or other real estate company using historical cost accounting for depreciation may be less informative than FFO. We believe that the use of FFO, which excludes the impact of real estate related depreciation and amortization, provides a more complete understanding of our operating performance to investors and to management, and when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses and interest costs. Further, we believe that AFFO provides useful information to investors because (1) it provides investors with a meaningful measure for evaluating our period-to-period operating performance by eliminating items which are not operational in nature, including, but not limited to, the effects of recurring capital expenditures and straight-line rent as required to be reported according to GAAP, AFFO may facilitate a comparison of operating performance between periods and (2) it provides investors with a meaningful measure comparing our results of operations to those of different companies by excluding the impact of long-term strategic decisions which can differ significantly from company to company, such as decisions with respect to capital structure, capital investments and the tax jurisdictions in which companies operate.

Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income (loss) attributable to common shareholders, adjusted for (provision for) / benefit from income taxes, depreciation and amortization, net, interest income (expense), other income (expense), provision of impairment of investment in real estate, settlement of deferred management internalization, transaction expenses, gain from sale of investments in real estate, income from or gain on consolidation of DST, PPP loan forgiveness and share-based expense. We believe that Adjusted EBITDA provides useful information to our management team, investors and others in understanding and evaluating our operating results because (1) it is a measure used by our management team for purposes of decision making and for evaluating the performance of our parking facilities, (2) it is a component of the calculations used by some of our lenders to determine compliance with certain debt covenants, (3) it is widely used by the parking industry and by REITs to measure operating performance, as depreciation, amortization and accretion may vary significantly among companies depending upon accounting methods and useful lives, particularly where acquisitions and non-operating factors are involved, (4) it provides investors with a meaningful measure for evaluating our period-to-period operating performance by eliminating items which are not operational in nature and (5) it provides investors with a measure for comparing our results of operations to those of different companies by excluding the impact of long-term strategic decisions which can differ significantly from company to company, such as decisions with respect to capital structure, capital investments and the tax jurisdictions in which companies operate. We have included Adjusted EBITDA in this proxy statement/prospectus because it is a key measure we use to evaluate our financial and operating performance, generate future operating plans and make strategic decisions for the allocation of capital. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of trustees. Adjusted EBITDA should not be considered as an alternative to net income or operating income as an indicator of our operating performance or as a measure of our liquidity. This measure should be considered in conjunction with net income and operating income as presented in our combined statements of comprehensive income. Other real estate companies may calculate Adjusted EBITDA differently than we do.

The non-GAAP measures used in this proxy statement/prospectus should not be construed to be equivalent to or a substitute for the current GAAP methodology in calculating net income or in its applicability in evaluating our operating performance. The method utilized to evaluate the performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than the non-GAAP measures and the adjustments to GAAP in calculating these non-GAAP measures. Furthermore, these non-GAAP measures are not indicative of cash flow available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as an indication of our performance, as an alternative to cash flows from operations calculated in accordance with GAAP, or indicative of funds available to fund our cash needs, including our ability to make distributions to our shareholders.

These non-GAAP measures should be reviewed in conjunction with other GAAP measurements as an indication of our performance. The exclusion of impairments limits the usefulness of these non-GAAP measures as a historical operating performance measure since an impairment indicates that the property’s operating performance may have been permanently affected.

A material failure, inadequacy, interruption or security failure of our technology networks and related systems could harm our business.

Our information technology networks and related systems are essential to our ability to conduct our day to day operations. As a result, we face risks associated with security breaches, whether through cyberattacks or cyber intrusions over the internet, malware, computer viruses, attachments to emails, persons who access our systems from inside or outside our organization and other significant disruptions of our information technology networks and related systems. A security breach or other significant disruption involving our information technology networks and related systems could: disrupt our operations; result in the unauthorized access to, and the destruction, loss, theft, misappropriation or release of, proprietary, personally identifiable, confidential, sensitive or otherwise valuable information, which others could use to compete against us or which could expose us to damage claims by third parties for disruptive, destructive or otherwise harmful outcomes; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or damage our business relationships or reputation generally. Any or all of the foregoing could materially and adversely affect our business and the value of the MIT common shares.

Although we take various actions to maintain the security and integrity of our information technology networks and related systems and have implemented various measures to manage the risk of a security breach or disruption, we cannot be sure that our security efforts and measures will be effective or that any attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches change and generally are not recognized until launched against a target, and in some cases such techniques are designed to not be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures. It is not possible for this risk to be entirely mitigated.

Moreover, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any vulnerabilities in our information technology networks. In addition, our remediation efforts may not be successful. Certain measures that could increase the security of our systems take significant time and resources to deploy broadly, and such measures may not be deployed in a timely manner or be effective against an attack. The inability to implement, maintain and upgrade adequate safeguards could have a material and adverse impact on our business, financial condition and results of operations.

Our proprietary software systems contain open source software, which may pose particular risks to our proprietary software in a manner that could harm our business.

We use open source software in our proprietary software and anticipate using open source software in the future. Some open source software licenses require those who distribute open source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open source code on unfavorable terms or at no cost, and we may be subject to such terms. The terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide our offerings. We could face claims from third parties claiming ownership of, or demanding release of, the open source software or derivative works that we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to make our software source code freely available, purchase a costly license or cease providing the implicated offerings unless and until we can re-engineer them to avoid infringement, which may be a costly and time-consuming process. While we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, or could be claimed to have occurred, in part because open source license terms are often ambiguous. Any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help third parties, including our competitors, develop offerings that are similar to or better than ours.  

Additionally, the use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. There is typically no support available for open source software, and we cannot ensure that the authors of such open source software will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with the use of open source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, negatively affect our business. Any of these risks could be difficult to eliminate or manage and, if not addressed, could have an adverse effect on our business, financial condition and results of operations.

Inigma and pKatalyst, our proprietary software systems, are not currently protected by any patents, registered trademarks or licenses, which may prevent us from using, or enforcing our intellectual property rights to these systems and could adversely affect our business, results of operations and financial condition.

Inigma is our proprietary software management tool that we developed to monitor parking facilities in real-time. pKatalyst is our proprietary technology platform that will allow us to provide a virtual fence or perimeter around up to 14,000 parking facilities and to monitor consumer movement into and out of our parking facilities, as well as those of our competitors. Neither Inigma nor pKatalyst, nor these systems’ underlying technology, is currently registered, as a patent or a trademark, with the U.S. Patent and Trademark Office and we do not intend to register them in the near future. To the extent that Inigma or pKatalyst violates the proprietary rights of others, we may therefore be subject to damage awards or judgments prohibiting our use of Inigma or pKatalyst. In addition, our intellectual property rights in Inigma or pKatalyst may not be enforceable against any prior users of similar intellectual property. Our inability to use Inigma or pKatalyst or enforce our intellectual property rights to Inigma or pKatalyst, could have an adverse effect on our business, financial condition and results of operations.

We may in the future be subject to claims that we violated certain third-party intellectual property rights, which, even where meritless, can be costly to defend and could materially adversely affect our business, results of operations and financial condition.

Our success depends, in part, on our ability to maximize revenues and profitability at our parking facilities with a technology-driven approach to collaboration with our tenant operators, including the use of our proprietary software, without infringing on, misappropriating or otherwise violating the intellectual property rights of third parties. However, we may not be aware that our software systems are infringing on, misappropriating or otherwise violating third-party intellectual property rights and such third parties may bring claims alleging such infringement, misappropriation or violation. Also, various “non-practicing entities” and other intellectual property rights holders may in the future attempt to assert intellectual property claims against us or seek to monetize the intellectual property rights they own to extract value through licensing or other settlements, even if the claims are meritless.

Our use of third-party software and other intellectual property rights may be subject to claims of infringement or misappropriation. The vendors who provide us with technology that we incorporate in our proprietary software also could become subject to various infringement or misappropriation claims, which may then affect our use of our proprietary software. We cannot guarantee that our internally developed or acquired technologies and content do not or will not infringe, misappropriate or otherwise violate the intellectual property rights of others.

From time to time, our competitors or other third parties may claim that we are infringing upon, misappropriating or otherwise violating their intellectual property rights. We cannot predict the outcome of lawsuits and cannot ensure that the results of any such actions will not have an adverse effect on our business, financial condition, results of operations, cash flows, or prospects. Any claims or litigation, even those without merit and regardless of the outcome, could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial costs or damages, obtain a license, which may not be available on commercially reasonable terms or at all, pay significant ongoing royalty payments, settlements or licensing fees, prevent us from maximizing our revenues and profitability at our parking facilities and from using certain technologies, force us to implement expensive and time-consuming workarounds or redesigns, distract management from our business or impose other unfavorable terms.

We may not be able to obtain, maintain, protect, defend and enforce our trademarks and trade names, or build name recognition in our markets of interest, thereby harming our competitive position.

We believe that the protection of our trademark rights is an important factor in protecting our brand and maintaining goodwill. We may be unable to obtain trademark protection for our technologies, logos, slogans and

brands, and our existing trademark registrations and applications, and any trademarks that may be used in the future, may not provide us with competitive advantages or distinguish our brand and our business from those of our competitors. Further, we may not timely or successfully register our trademarks.

If we do not adequately protect our rights in our trademarks from infringement and unauthorized use, any goodwill that we have developed in those trademarks could be lost or impaired, which could harm our brand and our business. We have filed applications for registration, among other trademarks, the term “Mobile Infrastructure Trust” and “Mobile Infrastructure Corporation” in the United States. Although we have applied for these trademark registrations, there are no certainties that these applications will result in a registration of these trademarks.

Competitors may adopt trademarks and/or tradenames similar to ours, thereby harming our ability to build brand identity and possibly leading to customer confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other trademarks that are similar to our trademarks. Furthermore, our trademarks, upon registration, may be opposed, contested, circumvented or found to be unenforceable, weak or invalid, and we may not be able to prevent third parties from infringing or otherwise violating them or using similar marks in a manner that causes confusion or dilutes the value or strength of our brand. Litigation or proceedings before the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the United States may be necessary in the future to enforce our trademark rights and to determine the validity and scope of the trademark rights of others. Our efforts to obtain, maintain, protect, defend and enforce our trademarks may be ineffective and could result in substantial costs and diversion of resources, which could adversely affect our business, financial condition, and results of operations.

We may be unable to continue to use the domains that we use in our business or prevent third parties from acquiring and using domains that infringe, misappropriate or otherwise violate, are similar to, or otherwise decrease the value of our brand, trademarks, or service marks.

We have registered a domain that we use in, or is related to, our business, www.mobileit.com. If we lose the ability to use the domain name, whether due to trademark claims, failure to renew the applicable registration, or any other cause, we may be forced to market our offerings under a new domain name, which could cause us substantial harm or cause us to incur significant expense in order to purchase rights to the domain name in question. In addition, our competitors and other third parties could attempt to capitalize on our brand recognition by using domains similar to ours. We may be unable to prevent our competitors and other third parties from acquiring and using domains that infringe, misappropriate, or otherwise violate, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks. Obtaining, maintaining, protecting, defending and enforcing our rights in our domain may require litigation, which could result in substantial costs and diversion of resources, which could in turn adversely affect our business, financial condition, and results of operations.

The reduced disclosure requirements applicable to MIT as an “emerging growth company” may make the MIT common shares less attractive to investors.

MIT is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act, and MIT may avail itself of certain exemptions from various reporting requirements of public companies that are not “emerging growth companies,” including, but not limited to, an exemption from complying with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirement of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. MIT may remain an emerging growth company for up to five full fiscal years following the completion of the MIT IPO. If some investors find the MIT common shares less attractive as a result of the exemptions available to MIT as an emerging growth company, there may be a less active trading market for the MIT common shares (assuming a market develops), and the trading price of the MIT common shares may be more volatile than that of an otherwise comparable company that does not avail itself of the same or similar exemptions. MIT cannot predict if investors will find the MIT common shares less attractive because it relies on the JOBS Act exemptions.

Adverse judgments, settlements or investigations resulting from legal proceedings in which we may be involved could reduce our profits, limit our ability to operate our business or distract our officers from attending to our business.

The nature of our business exposes our properties, us, the Operating Partnership and our other subsidiaries to the risk of claims and litigation in the normal course of business. The outcome of these proceedings cannot be 

predicted. If any of these proceedings were to be determined adversely to us or a settlement involving a payment of a material sum of money were to occur, it could materially and adversely affect our profits or ability to operate our business. Additionally, we could become the subject of future claims by third parties, including current or former tenants, our employees, our investors or regulators. Any significant adverse judgments or settlements would reduce our profits and could limit our ability to operate our business. Further, we may incur costs related to claims for which we have appropriate third-party indemnity, but such third parties fail to fulfill their contractual obligations.

In addition, we will be required to indemnify MIC’s former chief executive officer for certain claims related to a civil lawsuit filed by the SEC against him and his advisory firm alleging violations of securities laws, in an amount not to exceed $2 million. The SEC seeks disgorgement, injunctions, and bars against him and his advisory firm and related penalties.

MIC’s failure to maintain an effective system of internal control over financial reporting could adversely affect MIT’s ability to present accurately MIT’s financial statements and could materially and adversely affect MIT, including its business, reputation, results of operations, financial condition or liquidity.

MIC’s management identified material weaknesses in its internal control over financial reporting in connection with its assessment as of and for the year ended December 31, 2021. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, these control deficiencies constitute material weaknesses, either individually or in the aggregate, relating to: (1) MIC’s lack of appropriate segregation of duties within its accounting and finance groups; (2) the lack of formal and effective controls over user access to certain information systems to ensure adequate restriction of users and privileged access to transaction processing applications; and (3) inappropriate application of technical accounting for certain transactions and disclosures.

Although MIC has begun to implement measures to address the material weaknesses, the implementation of those measures may not fully address the material weaknesses and deficiencies in MIC’s internal control over financial reporting, and MIC cannot conclude that these matters have been fully remedied. The following remedial actions have been identified and initiated by MIC through June 30, 2022:

Remediation of the identified material weaknesses and strengthening MIC’s internal control environment will require a substantial effort through 2022 and beyond. While MIC believes that the steps taken to date and those planned for implementation will improve MIC’s internal control over financial reporting, MIC has not completed all remediation efforts. The planned remediation activities described above highlight MIC’s commitment to remediating MIC’s identified material weaknesses and will remain largely unchanged through the effective date of the Form S-4 of which this proxy statement/prospectus forms a part.

As MIC continues to evaluate and works to improve its internal control over financial reporting, MIC’s management may determine that additional or different measures to address control deficiencies or modifications to the remediation plan are necessary. Further, in the future MIC may determine that it has additional material weaknesses. MIC’s failure to remediate the material weaknesses or failure to identify and address any other material weaknesses or control deficiencies could result in inaccuracies in MIT’s financial statements and could also impair MIT’s ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis, which could cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of the MIT common shares.

MIT will rely on its internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. More broadly, effective internal control over financial reporting is a necessary component of MIT’s business to seek to prevent and detect any fraud. Furthermore, as MIT grows, its business will likely become more complex, and it may require significantly more resources to develop and maintain effective controls. Designing and implementing an effective system of internal control over financial reporting is a continuous effort that requires significant resources, including the expenditure of a significant amount of time by senior members of MIT’s management team. Any failure to maintain effective internal control over financial reporting or to timely effect any necessary improvements to such controls could materially and adversely affect MIT. Additionally, ineffective internal control over financial reporting could also adversely affect MIT’s ability to prevent or detect fraud, harm our reputation and cause shareholders to lose confidence in MIT’s reported financial information.

MIT is not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and is therefore not required to make a formal assessment of the effectiveness of its internal control over financial reporting for that purpose. Although MIT will be required to disclose changes made in its internal controls and procedures on a quarterly basis, it will not be required to make its first annual assessment of its internal control over financial reporting pursuant to Section 404 until December 31, 2022. Moreover, as an emerging growth company, MIT’s independent registered public accounting firm will not be required to formally attest to the effectiveness of MIT’s internal control over financial reporting pursuant to Section 404 until the later of December 31, 2022 or the date that MIT is no longer an emerging growth company. At such time, MIT’s independent registered public accounting firm may issue a report that is adverse if it is not satisfied with the level at which MIT’s controls are documented, designed or operating.

Risks Related to Our Portfolio

Our revenues have been and will continue to be significantly influenced by demand for parking facilities generally, and a decrease in such demand would likely have a greater adverse effect on our revenues than if we owned a more diversified real estate portfolio.

The focus for our portfolio has been and will continue to be on parking facilities. A decrease in the demand for parking facilities, or other developments adversely affecting such sector of the real estate market, would likely have a more pronounced effect on our financial performance than if we owned a more diversified real estate portfolio.

If adverse economic conditions reduce discretionary spending, business travel or other economic activity, such as sporting events and entertainment, that fuels demand for parking, our revenues could be reduced. In addition, our parking facilities tend to be concentrated in urban areas.

The COVID-19 pandemic has resulted in reduced discretionary spending, reduced travel and other activity. Users of our parking facilities include workers who commute by car to their places of employment in these urban centers. The return on our investments has been and may continue to be materially adversely affected by restrictions in reaction to the COVID-19 pandemic and may further continue to be materially adversely affected to the extent that economic conditions result in the elimination of jobs or the migration of jobs from the urban centers where our parking facilities are situated to other locations.

Increased office vacancies in MSAs or movement toward home office alternatives could reduce consumer demand for parking, which could adversely impact our revenues and financial condition. Moreover, changing lifestyles and technological innovations also may decrease the need for parking spaces, thereby decreasing the demand for parking facilities. The need for parking spaces, for example, may decrease as the public increases its use of livery service companies and ridesharing companies or elects to take public transit for their transportation needs. Future technological innovations, such as driverless vehicles, also may decrease the need for parking spaces. It is also possible that cities could enact new or additional measures such as higher tolls, increased taxes or vehicle occupancy requirements in certain circumstances, to encourage car-pooling and the use of mass transit, all of which could adversely impact the demand for parking. Weather conditions, such as hurricanes, snow, flooding or severe weather storms, and other natural disasters and acts of terrorism could also disrupt our parking operations and further reduce the demand for parking.

We may be unable to attain our investment strategy or increase the value of our portfolio.

Our investment strategy has historically focused primarily on acquiring, owning and leasing parking facilities to third-party tenants, including parking lots, parking garages and other parking structures throughout the United 

States. We have historically focused primarily on investing in income-producing parking lots and garages with air rights in MSAs. In expanding our portfolio, we will seek geographically diverse investments that address multiple key demand drivers and demonstrate consistent consumer use, that are expected to generate positive cash flows and provide greater predictability during periods of economic uncertainty. We may be unable to expand our portfolio in accordance with this investment strategy or increase the value of our portfolio, and as a result, we may not be able to increase our rental revenues we anticipate earning through our investment strategy.

We may be unable to grow our business by acquisitions of additional parking facilities.

Our investment strategy involves the acquisition of additional parking facilities. Our ability to make profitable acquisitions is subject to risks, including, but not limited to, risks associated with:

We might encounter unanticipated difficulties and expenditures relating to any acquired parking facilities.

For example:

For these reasons, among others, we might not realize the anticipated benefits of our acquisitions, and our investment strategy with respect to the acquisition of additional parking facilities may not succeed or may cause us to experience losses.

In addition, because of our management team’s extensive experience in the parking industry, we often receive off-market calls for asset acquisition opportunities before properties are marketed for sale, as well as have early notices on properties preparing to be marketed. We may be unable to acquire new parking facilities if we experience a decline in the number of off-market calls for parking facilities that are not yet being marketed for sale or if notices of properties preparing to be marketed for sale become increasingly available to our competitors.  

We may not acquire the properties that we evaluate in our pipeline.

We will generally seek to maintain a robust pipeline of investment opportunities. Transactions may fail to close for a variety of reasons, including the discovery of previously unknown liabilities or other items uncovered during our diligence process. Similarly, we may never execute binding purchase agreements with respect to properties that are currently subject to non-binding letters of intent, or LOIs, and properties with respect to which we are

negotiating may never lead to the execution of any LOI. For many other reasons, we may not ultimately acquire the properties in our pipeline.

Our parking facilities face intense competition, which may adversely affect rental and fee income.

We believe that competition in parking facility operations is intense. In addition, any parking facilities we acquire may compete with building owners that provide on-site paid parking. Certain of our competitors have more experience than we do in owning and operating parking facilities. Moreover, some of our competitors will have greater capital resources, greater cash reserves, less demanding rules governing distributions to shareholders and a greater ability to borrow funds. Competition for investments may reduce the number of suitable investment opportunities available to us, may increase acquisition costs and may reduce demand for parking facilities, all of which may adversely affect our operating results. Additionally, an economic slowdown in a particular market where our parking facilities are located could have a negative effect on our parking fee revenues.

If competitors build new facilities that compete with our facilities or offer space at rates below the rates we charge, our lessees may lose potential or existing customers and may be pressured to discount their rates to retain business, thereby causing them to reduce rents paid to us. As a result, our ability to make distributions to shareholders may be impaired. In addition, increased competition for customers may require us to make capital improvements to facilities that we would not otherwise make, which could reduce CAD to our shareholders.

Our leases expose us to certain risks.

We lease parking facilities to tenants that either offer parking facilities to the public or provide parking to their employees. One of our strategic objectives is to focus heavily on the performance of each parking facility, working with our tenants to create a business plan for each parking facility to improve cash flow and rental income. Those business plans were finalized in the first quarter of 2022 and are now underway for execution. We anticipate that the performance of the parking facilities will start to improve in the second half of 2022. Our inability or the inability of our tenants to execute on these business plans could have a material adverse effect on our business, financial condition and results of operations. In addition, the loss or renewal on less favorable terms of a substantial number of leases, or a breach, default or other failure to perform by a tenant under a lease, or material reduction in the rental income associated with our leases (or an increase in anticipated expenses to the extent we are responsible for such expenses) could also have a material adverse effect on our business, financial condition and results of operations.

We may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure shareholders that we will have funds available to correct such defects or to make such improvements.

In acquiring a real property, we may agree to restrictions that prohibit the sale of that real property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that real property. Our real properties may also be subject to resale restrictions. All these provisions would restrict our ability to sell a property, which could reduce CAD to our shareholders.

Declines in the market value of our portfolio may adversely affect periodic reported results of operations and credit availability, which may reduce earnings and, in turn, CAD to our shareholders.

A decline in the market value of our portfolio may adversely affect us particularly in instances where we have borrowed money based on the market value of assets in our portfolio. If the market value of those assets declines, the lender may require us to post additional collateral to support the loan. If we are unable to post the additional collateral, we may have to sell assets at a time when we might not otherwise choose to do so. A reduction in credit available may reduce our earnings and, in turn, CAD.

Further, credit facility providers may require us to maintain a certain amount of cash reserves or to set aside unlevered assets sufficient to maintain a specified liquidity position, which would allow us to satisfy our collateral obligations. As a result, we may not be able to leverage our assets as fully as we would choose, which could reduce our return on equity. If we are unable to meet these contractual obligations, our financial condition could deteriorate rapidly.

Market values of the assets in our portfolio may decline for a number of reasons, such as changes in prevailing market rates, increases in tenant defaults, decreases in parking facility occupancy or utilization and decreases in market rents and other factors typically associated with owning real estate.

We require scale to improve cash flow and earnings for shareholders.

To best offset the costs of being a public reporting company, we will need to increase our portfolio’s scale in size and number of assets. Our ability to scale will be determined by our ability to find high-quality assets to purchase and access capital to acquire those assets, as well as integrate those assets successfully into our portfolio. Our assets are often acquired via off-market opportunities from private sellers and our ability to continue to scale will be influenced by our access to those sellers and assets.

We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in shareholder dilution and limit our ability to sell such assets.

In the future, we may acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for OP Units, which may result in shareholder dilution. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to protect the contributors’ ability to defer recognition of taxable gain through restrictions on our ability to dispose of the acquired properties and/or the allocation of partnership debt to the contributors to maintain their tax bases. These restrictions could limit our ability to sell an asset at a time, or on terms, that would be favorable to us absent such restrictions.

Risks Related to Our Financing Strategy

We have debt, and we may incur additional debt.

We are subject to numerous risks associated with our debt, including the risk that our cash flows could be insufficient to meet required payments on our debt. There are no limits in our organizational documents on the amount of debt we may incur, and we may incur substantial debt. Our debt obligations could have important consequences to our shareholders. Incurrence of debt may increase our vulnerability to adverse economic, market and industry conditions, limit our flexibility in planning for, or reacting to, changes in our business, and place us at a disadvantage in relation to competitors that have lower debt levels. Excessive debt could limit our ability to obtain financing for working capital, capital expenditures, acquisitions, refinancing, lease obligations or other purposes, prevent our achieving investment grade ratings from nationally recognized credit rating agencies and reduce our ability to pay distributions to our shareholders.

For example, the obligation under the Credit Agreement underlying our $75.0 million credit facility with KeyBanc Capital Markets, as lead arranger, and KeyBank, National Association as administrative agent and lender, or the Credit Facility, contains customary representations, warranties, conditions to borrowing, covenants and events of default, including certain covenants that limit or restrict, subject to certain exceptions, the ability of us, the Operating Partnership and our other subsidiaries to sell or transfer assets, enter into a merger or consolidate with another company, create liens, make investments or acquisitions or incur certain indebtedness. Among other things, the Credit Agreement underlying the Credit Facility requires us to:

We may not be able to access financing sources on attractive terms, or at all, which could adversely affect our ability to execute our business plan.

We may not be able to obtain financing on acceptable terms or at all. Future access to sources of financing will depend upon a number of factors, over which we may have little or no control, including:

In addition, our ability to sell assets may also be limited due to several factors, including general market conditions and limitations under our existing loan agreements, and as a result, we may receive less than the value at which those assets are carried on our consolidated financial statements or we may be unable to sell certain assets at all.

Instability in the debt markets and other factors may make it more difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire and the amount of cash distributions we can make to our shareholders.

If mortgage debt is unavailable on reasonable terms as a result of increased interest rates or other factors, we may not be able to finance the acquisition of properties. In addition, if we place mortgage debt on properties, we run the risk of being unable to refinance such debt when the loans come due on favorable terms or at all. If interest rates are higher when we refinance debt, our income could be reduced. We may be unable to refinance debt at appropriate times, which may require us to sell properties on terms that are not advantageous to us or could result in the foreclosure of such properties. For example, some of our loans are packed into commercial mortgage-backed securities, or CMBS, which place restrictions on our ability to restructure such loans without the consent of holders of such securities. Obtaining such consents may be time-consuming or may not be possible at all and could delay or prevent us from restructuring one or more loans. If any of these events occur, our cash flow would be reduced. This, in turn, would reduce CAD and may hinder our ability to raise more capital by issuing securities or by borrowing more money.

Increasing interest rates may adversely affect us.

Since the most recent U.S. economic recession, the Board of Governors of the U.S. Federal Reserve System, or the U.S. Federal Reserve, has taken actions that have resulted in low interest rates for a long period of time. In March 2022, the U.S. Federal Reserve increased interest rates for the first time since 2018 and signaled six additional rate hikes this year. Market interest rates are expected to continue to increase, and those increases may materially and negatively affect us in several ways, including:

Failure to hedge effectively against interest rate changes may materially adversely affect our business, financial condition, results of operations and ability to make distributions to our shareholders.

We currently have, and may incur in the future, debt that bears interest at variable rates. An increase in interest rates would increase our interest costs to the extent we have not effectively hedged against such increase, which could adversely affect our cash flows and results of operations. Subject to our exemption from registration under the Investment Company Act of 1940, as amended, or the Investment Company Act, we may manage and mitigate our exposure to interest rate risk attributable to variable-rate debt by using interest rate swap arrangements, interest rate cap agreements and other derivatives. The goal of any interest rate management strategy that we may adopt is to minimize or eliminate the effects of interest rate changes on the value of our assets, to improve risk-adjusted returns and, where possible, to lock in, on a long-term basis, a favorable spread between the yield on our assets and the cost of financing such assets. However, these derivatives themselves expose us to various risks, including the risk that: (i) counterparties may fail to honor their obligations under these arrangements; (ii) the credit quality of the counterparties owing money under these arrangements may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transactions; (iii) the duration of the hedging transactions may not match the duration of the related liability; (iv) these arrangements may not be effective in reducing our exposure to interest rate changes; and (v) these arrangements may actually result in higher interest rates than we would otherwise have. Moreover, no hedging activity can completely insulate us from the risks associated with changes in interest rates. Failure to hedge effectively against interest rate changes may materially adversely affect our business, financial condition, results of operations and ability to make distributions to our shareholders.

Certain loans are and may be secured by mortgages on our properties and if we default under our loans, we may lose properties through foreclosure.

We have obtained, and intend to continue to obtain, loans that are secured by mortgages on our properties, and we may obtain additional loans evidenced by promissory notes secured by mortgages on our properties. As a general policy, we will seek to obtain mortgages securing indebtedness which encumber only the particular property to which the indebtedness relates, but recourse on these loans may include all of our assets. If recourse on any loan incurred by us to acquire or refinance any particular property includes all of our assets, the equity in other properties could be reduced or eliminated through foreclosure on that loan. If a loan is secured by a mortgage on a single property, we could lose that property through foreclosure if we default on that loan. We may also give full or partial guarantees to lenders of mortgage debt to the entities that own our properties. When we give a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the debt if it is not paid by such entity. Some of our loans contain cross collateralization or cross default provisions, and therefore, a default on a single property could affect multiple properties. In addition, for tax purposes, a foreclosure on any of our properties that is subject to a nonrecourse mortgage loan would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds. Further, if we default under a loan, it is possible that we could become involved in litigation related to matters concerning the loan, and such litigation could result in significant costs to us which could affect distributions to shareholders or lower our working capital reserves or our overall value.

Risks Related to MIT’s Relationships with Certain Affiliates

MIT’s executive officers and certain of MIT’s trustees face or may face conflicts of interest related to their positions and interests in affiliates of MIT, which could hinder our ability to implement our business strategy and generate returns to shareholders.

MIT’s executive officers and certain of MIT’s trustees (including those who will become MIT’s trustees) are also executive officers, directors, managers and key professionals of other affiliated entities. MIT’s Chief Executive Officer and one of its trustees, Manuel Chavez, its President, Chief Financial Officer, Treasurer and one of its trustees, Stephanie Hogue, and Jeffrey B. Osher, who will become one of MIT’s trustees, together will beneficially own a significant percentage of MIT Class B common shares (or MIT common shares following their conversion into MIT common shares) and entities affiliated with them are limited partners of the Operating Partnership. Each of Mr. Chavez, Ms. Hogue, Mr. Osher, Mr. Kellar, Ms. Holley, Mr. Jones and Mr. Nelson, individually, are also limited partners of the Operating Partnership. Mr. Chavez and Ms. Hogue will also continue in their ownership and management roles with Bombe.

As a result, MIT’s executive officers and certain of MIT trustees owe duties to each of these entities, their members, limited partners and investors, which duties may from time to time conflict with the duties that they owe to MIT. Their loyalties to these other entities and investors could result in action or inaction that is detrimental to MIT’s business following the Merger, which could harm the implementation of MIT’s business strategy and MIT’s investment and leasing opportunities.

Conflicts with MIT’s business and interests are most likely to arise from involvement in activities related to (a) allocation of new investments and time and services between MIT and the other entities, (b) the timing and terms of the investment in or sale of an asset, (c) development of MIT’s properties by such affiliates, and (d) investments with such affiliates. The loyalties of these individuals to other entities and investors could result in action or inaction that is detrimental to MIT’s business, which could harm the implementation of MIT’s business strategy and our investment and leasing opportunities. If MIT does not successfully implement its business strategy, MIT may be unable to generate CAD needed to make distributions to our shareholders and to maintain or increase the value of its assets.

The foregoing responsibilities and relationships could create competition for the time and efforts of Mr. Chavez, Ms. Hogue and Mr. Osher and may give rise to conflicts of interest, or the appearance of such conflicts of interest.

Further, MIT’s trustees and officers and any of their respective affiliates are not prohibited from engaging, directly or indirectly, in any business or from possessing interests in any other business venture or ventures, including businesses and ventures involved in the acquisition or sale of real estate investments or that otherwise compete with MIT.

All of MIT’s transactions or relationships which involve a conflict of interest will be approved by MIT’s trustees who are disinterested in the particular transaction and, if there are no disinterested trustees, by both the affirmative vote of a majority of MIT’s entire board of trustees and the affirmative vote of a majority of MIT’s Independent Trustees. Similarly, the appointment of, and the equity compensation paid by MIT to its executive officers and trustees will be subject to determination by MIT’s Independent Trustees or the compensation committee of the MIT board of trustees. Nonetheless, despite such reviews and approvals, MIT’s agreements with certain of its executive officers provide wide discretion for these parties to pursue their business activities separate from MIT, and these parties may pursue activities that conflict with our interests.

Risks Related to MIT’s Organization and Structure Following the Merger

Ownership limitations and certain provisions in the MIT declaration of trust and bylaws, as well as certain provisions of Maryland law, may deter, delay or prevent a change in control or acquisition proposals.

Subject to certain exceptions, the MIT declaration of trust to be in effect upon the completion of the MIT IPO will provide that no person may beneficially or constructively own more than 9.8% in value or number (whichever is more restrictive) of the outstanding shares of any class or series of MIT’s shares, including the MIT common shares, MIT Class B common shares, Series 1 Preferred Shares and Series A Preferred Shares. MIT expects that the MIT board of trustees will grant HSCP Strategic III, L.P., or HS3, an exemption from the Ownership Limit (as defined below) in connection with its acquisition of MIT Class B common shares upon the dissolution of Color Up following the completion of the MIT IPO and the Merger. These provisions of the MIT declaration of trust are intended to assist with MIT’s REIT compliance under the IRC and otherwise to promote MIT’s orderly governance. However, these provisions also inhibit acquisitions of a significant stake in MIT and may prevent a change in control of MIT. Additionally, certain provisions contained in MIT’s governing documents, described under “Certain Provisions of Maryland Law and of the MIT Declaration of Trust and Bylaws” in this proxy statement/prospectus, may further deter persons from attempting to acquire control of MIT and implement changes that may be beneficial to MIT shareholders, including, for example, provisions relating to:

Certain provisions of the MGCL applicable to Maryland REITs may have the effect of inhibiting a third party from acquiring MIT or of impeding a change of control of MIT under circumstances that otherwise could provide MIT’s shareholders with the opportunity to realize a premium over the then prevailing market price of such shares or otherwise be in the best interests of shareholders, including the “business combination” provisions and “control share” provisions described under “Certain Provisions of Maryland Law and of the MIT Declaration of Trust and Bylaws” in this proxy statement/prospectus.

These provisions may have the effect of inhibiting a third party from making an acquisition proposal for MIT or of delaying, deferring or preventing a change in MIT’s control under circumstances that otherwise could provide MIT’s shareholders with the opportunity to realize a premium over the then current market price. Moreover, although the MIT board of trustees has taken certain actions to opt out of some of these provisions of Maryland law, it is possible that the MIT board of trustees may revise some or all of these determinations.

MIT’s rights and the rights of MIT’s shareholders to take action against MIT’s trustees and officers are limited.

The MIT declaration of trust limits the liability of MIT’s trustees and officers to MIT and MIT’s shareholders for money damages to the maximum extent permitted by Maryland law. Under current Maryland law, MIT’s trustees and officers will not have any liability to MIT and MIT’s shareholders for money damages other than liability resulting from:

In addition, the MIT declaration of trust obligates MIT to indemnify its present and former trustees and officers for actions taken by them in those and other capacities and to pay or reimburse the reasonable expenses in advance of final disposition of a proceeding to the maximum extent permitted by Maryland law, and effective upon completion of the MIT IPO, MIT will enter into indemnification agreements with its trustees and executive officers. As a result, MIT and MIT’s shareholders may have more limited rights against any present or former trustee or officer than might otherwise exist absent the provisions in the MIT declaration of trust, bylaws and indemnification agreements or that might exist with other companies.

The MIT bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by MIT’s shareholders, which could limit MIT’s shareholders’ ability to obtain a favorable judicial forum for disputes with MIT or its trustees, officers or employees, if any, and could discourage lawsuits against MIT and its trustees, officers and employees, if any.

The MIT bylaws provide that the Circuit Court for Baltimore City, Maryland (or in certain circumstances, the United States District Court for the District of Maryland, Northern Division) will be the sole and exclusive forum for: (1) any “Internal Corporate Claim” as defined by the MGCL; (2) any derivative action or proceeding brought on MIT’s behalf; (3) any action asserting a claim for breach of a duty owed by any of MIT’s trustees, officers or employees to MIT or its shareholders; (4) any action asserting a claim against MIT or any of MIT’s trustees, officers or employees arising pursuant to Maryland REIT Law, the MIT declaration of trust or bylaws; or (5) any action asserting a claim against MIT or any of MIT’s trustees, officers or employees governed by the internal affairs doctrine of the State of Maryland. This choice of forum provision will not apply to suits brought 

to enforce a duty or liability created by the Securities Act, the Exchange Act, or any other claim for which federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring or holding any interest in MIT’s shares of beneficial interest shall be deemed to have notice of and to have consented to these provisions of the MIT bylaws. This choice of forum provision may limit a shareholder’s ability to bring a claim in another judicial forum, including a judicial forum that the shareholder believes is favorable for disputes with MIT or MIT’s trustees, officers or employees. MIT believes that requiring these claims to be filed in a single court in Maryland is advisable because (i) litigating these claims in a single court avoids unnecessarily redundant, inconvenient, costly and time-consuming litigation in multiple forums and (ii) Maryland courts are authoritative on matters of Maryland law and Maryland judges have more experience in dealing with issues of Maryland corporate law than judges in any other state. Alternatively, if a court were to find the choice of forum provisions contained in the MIT bylaws to be inapplicable or unenforceable in an action, MIT may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect the combined company’s business, financial condition, and operating results.

MIT may change its operational, financing and investment policies without shareholder approval.

The MIT board of trustees will determine its operational, financing and investment policies and may amend or revise its policies, including its policies with respect to MIT’s intention to qualify for taxation as a REIT, acquisitions, dispositions, growth, operations, indebtedness, capitalization and distributions, or approve transactions that deviate from these policies, without a vote of, or notice to, MIT’s shareholders. These policy changes could adversely affect the market value of the MIT common shares and the combined company’s ability to make distributions to you. For example, MIT’s organizational documents do not limit the amount or percentage of indebtedness, funded or otherwise, that MIT may incur, and the MIT board of trustees may alter or eliminate any current policy on borrowing at any time without shareholder approval. Accordingly, the combined company could become highly leveraged, which could result in an increase in its debt service costs and increase its exposure to interest rate risks, real estate market fluctuations and liquidity risks.

MIT’s shareholders’ interest in MIT could be diluted if MIT issues additional shares, which could reduce the overall value of their investment.

Shareholders do not have preemptive rights to any shares issued by MIT in the future and generally have no appraisal rights. The MIT declaration of trust provides that MIT may issue up to 500,000,000 MIT common shares, up to 20,000,000 MIT Class B common shares and up to 80,000,000 MIT preferred shares.

Subject to any limitations set forth under Maryland law, a majority of the MIT board of trustees may amend the MIT declaration of trust without the necessity of obtaining shareholder approval, from time to time, to increase or decrease the aggregate number of authorized shares of beneficial interest or the number of authorized shares of any class or series. In addition, the MIT board of trustees may classify or reclassify any unissued shares into other classes or series of shares without the necessity of obtaining shareholder approval. All such shares may be issued in the discretion of the MIT board of trustees.

A shareholder’s interest in MIT may be diluted if MIT (1) sells additional shares in the future, (2) sells securities that are convertible into MIT common shares, (3) issues MIT common shares in a private offering of securities to institutional investors, or (4) issues MIT common shares to sellers of properties acquired by MIT in connection with an exchange for OP Units, which are convertible into MIT common shares. In addition, as of the date of this proxy statement/prospectus, there are currently: (i) outstanding Common Share Warrants (as defined herein) to purchase up to 1,702,128 shares of MIC common stock, which MIT will assume in the Merger; (ii) outstanding Series 1 Preferred Share Common Warrants (as defined herein) to purchase up to 1,382,675 shares of MIC common stock, which MIT will assume in the Merger; (iii) 16,959,593 OP Units; (iv) 425,532 Class A units of limited partnership of the Operating Partnership, or Class A Units; (v) 1,500,000 performance units of the Operating Partnership, or Performance Units; and (vi) 282,027 LTIP units of the Operating Partnership, or LTIP Units, each of which are, in certain circumstances, exercisable for or convertible into MIT common shares. Because of these and other reasons described in this “Risk Factors” section, shareholders should not expect to be able to own a significant percentage of MIT common shares.

Following the Merger and subject to any contractual lock-up provisions, including the 180-day lock-up agreement expected to be entered into with the underwriters in connection with the MIT IPO, and any applicable initial holding period required by the Operating Partnership’s Partnership Agreement, or the Partnership Agreement, a

limited partner of the Operating Partnership may at any time require MIT to redeem all or any portion of the OP Units it holds for cash at a per-OP Unit value equal to the 10-day trailing trading average of the MIT common shares at the time of the requested redemption. At MIT’s election, MIT may satisfy the redemption through the issuance of MIT common shares on a one common share for one OP Unit basis. However, the limited partners’ redemption right may not be exercised if and to the extent that the delivery of the common shares upon such exercise would result in any person violating the ownership and transfer restrictions set forth in the MIT declaration of trust. See “The Operating Partnership and the Partnership Agreement—Redemption Rights of Qualifying Parties”.

The MIT declaration of trust also authorizes the MIT board of trustees, without shareholder approval, to designate and issue any classes or series of preferred shares (including equity or debt securities convertible into preferred shares) and to set or change the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions and qualifications or terms or conditions of redemption of each class or series of preferred shares so issued. Because the MIT board of trustees has the power to establish the preferences and rights of each class or series of preferred shares, it may afford the holders of any series or class of preferred shares preferences, powers, and rights senior to the rights of holders of MIT common shares or preferred shares.

In connection with the Merger, the MIT board of trustees will classify and designate preferred shares as the Series A Preferred Shares and the Series 1 Preferred Shares, each of which will rank senior to the MIT common shares and MIT Class B common shares with respect to the payment of dividends and rights upon liquidation, dissolution or winding up. Specifically, payment of any distribution preferences on the Series A Preferred Shares, Series 1 Preferred Shares, or any future series of preferred shares would reduce the amount of funds available for the payment of distributions on the MIT common shares and the MIT Class B common shares. Further, holders of the MIT Preferred Shares will be entitled to receive a preference payment if MIT liquidates, dissolves, or winds up before any payment is made to MIT’s common shareholders and MIT’s Class B common shareholders, likely reducing the amount MIT common shareholders would otherwise receive upon such an occurrence. Holders of MIT Preferred Shares will have the right to require MIT to convert their shares into MIT Class B common shares (or, if after the conversion of MIT Class B common shares, MIT common shares). The conversion of MIT Preferred Shares into MIT Class B common shares or MIT common shares may further dilute the ownership interest of MIT common shareholders. Following a Listing Event (as defined in the MIT declaration of trust), MIT will also have the right, but not the obligation, to redeem the Series A Preferred Shares and Series 1 Preferred Shares and pay the redemption payments in the form of MIT common shares, which may further dilute the ownership interest of MIT common shareholders, or in cash. Although the dollar amounts of such payments are unknown, the number of MIT common shares or MIT Class B common shares to be issued in connection with such conversions or redemptions may fluctuate based on the price of the MIT common shares or the value of the MIT Class B common shares. If MIT elects to redeem any of the MIT Preferred Shares with cash, the exercise of such rights may reduce the availability of MIT’s funds for investment purposes or to pay for distributions on the MIT common shares. A Listing Event is defined in the MIT declaration of trust as either (i) the listing of the MIT common shares on a national securities exchange or (ii) a merger, sale of all or substantially all of our assets or another transaction, in each case, approved by the MIT board of trustees in which holders of MIT common shares will receive MIT common shares that are listed on a national securities exchange, in exchange for their existing shares, options and warrants, as applicable. However for purposes of clause (i) of the definition of “Listing Event”, a Listing Event will not be deemed to have occurred until such time as the MIT Class B common shares automatically convert into MIT common shares in accordance with the MIT declaration of trust, which we expect to be six months after the listing of the MIT common shares in connection with the MIT IPO unless earlier determined by the MIT board of trustees.

Any sales or perceived sales in the public market of MIT Class B common shares or MIT common shares issuable upon the conversion or redemption of the MIT Preferred Shares could adversely affect the prevailing market price of the MIT common shares. The issuance of MIT Class B common shares or MIT common shares upon any conversion or redemption of the MIT Preferred Shares also may have the effect of reducing MIT’s net income per share (or increasing MIT’s net loss per share). In addition, following the completion of the MIT IPO and the Merger, the existence of the MIT Preferred Shares may encourage short selling by market participants because the existence of redemption payments could depress the value or market price of the MIT common shares.

In addition, depending on the terms and pricing of any additional offerings and the value of MIT’s investments, shareholders also may experience dilution in the book value and fair mark value of, and the amount of distributions paid on, their MIT common shares.

Risks Related to the MIT IPO

No public market for the MIT common shares currently exists, an active trading market for the MIT common shares may not develop or be sustained or liquid following the MIT IPO and the market price of the MIT common shares may decline substantially and quickly.

Prior to the MIT IPO, there will be no public market for the MIT common shares. Although MIT intends to list the MIT common shares on the NYSE, MIT cannot predict the extent to which a trading market will develop or how liquid or volatile that market may become. The initial public offering price for the MIT common shares will be determined by negotiations between MIT and the representatives of the underwriters and may not be indicative of prices that will prevail in the trading market. The market value of the MIT common shares could be substantially affected by general market conditions, including the extent to which a secondary market develops for the MIT common shares following completion of the MIT IPO, the extent of institutional investor interest in MIT, the general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities (including securities issued by other real estate-based companies), MIC’s financial performance and general stock and bond market conditions. For these reasons, among others, the market price of the MIT common shares that you will receive upon conversion of the MIT Class B common shares may decline substantially and quickly.

Future sales of MIT’s securities may depress the market price of the MIT common shares.

Subject to applicable law, the MIT board of trustees has the authority, without further shareholder approval, to cause MIT to issue additional MIT common shares and other equity and debt securities on the terms and for the consideration it deems appropriate. MIT cannot predict the effect, if any, of future issuances of the MIT common shares or other securities, or of the prospect of such issuances on the market price of the MIT common shares. MIT also may issue from time to time additional securities in connection with property or business acquisitions and may grant registration rights in connection with such issuances. Upon the consummation of the Merger, based upon the number of MIT common shares and shares of MIC common stock outstanding as of the date of this proxy statement/prospectus and assuming the issuance by MIT of _________  MIT common shares in the MIT IPO, we estimate that the MIC stockholders immediately prior to the Merger will own 100% of the MIT Class B common shares outstanding immediately after the Merger and approximately _________ % of the MIT common shares outstanding immediately after the Merger, assuming the conversion of all the MIT Class B common shares to MIT common shares six months after the listing of the MIT common shares for trading on a national securities exchange or such earlier date or dates as approved by the MIT board of trustees, no exercise of the underwriters’ overallotment option, if any, in the MIT IPO, and no MIC stockholders purchase any MIT common shares in the MIT IPO or on the open market before the Merger closes. Additionally, up to            common shares may be issued under MIT’s Long-Term Incentive Plan to MIT’s trustees, executive officers and employees. MIT, its trustees and executive officers, Bombe and certain MIC stockholders expect to agree, subject to various exceptions, not to sell or issue any MIT common shares or any securities convertible into or exchangeable or exercisable for MIT common shares, or file any registration statement relating to MIT’s equity securities with the SEC for 180 days after the date of the prospectus relating to the MIT IPO without the prior written consent of the representative of the underwriters on behalf of the underwriters. The representative of the underwriters, at any time and without notice, may release such restrictions on all or any portion of the securities subject to the foregoing agreements.

In addition, the Operating Partnership may issue additional OP Units to third parties without the consent of MIT’s shareholders, which would reduce MIT’s ownership percentage in the Operating Partnership and would have a dilutive effect on the amount of distributions made to MIT by the Operating Partnership and, therefore, the amount of distributions MIT can make to its shareholders. Any such issuances, or the perception of such issuances, could materially and adversely affect the market price of the MIT common shares and could depress the market price of the MIT common shares.

Future offerings of debt, which would be senior to the MIT common shares upon liquidation, and/or preferred equity securities, which may be senior to the MIT common shares for purposes of distributions or upon liquidation, may adversely affect the market price of MIT’s shares.

In the future, MIT may attempt to increase MIT’s capital resources and fund capital needs by making additional offerings of debt or preferred equity securities. Upon liquidation, holders of MIT’s debt securities and preferred shares, if any, and lenders with respect to other borrowings will receive distributions of MIT’s available assets prior to the holders of MIT common shares. Additional equity offerings may dilute the holdings of MIT’s then existing shareholders or reduce the market price of the MIT common shares, or both. Holders of MIT common shares are not entitled to preemptive rights or other protections against dilution. The MIT Preferred Shares will have,

and any preferred shares that MIT may issue could have, a preference on liquidating distributions or a preference on distribution payments that could limit MIT’s ability to make a distribution to the holders of MIT common shares. Since MIT’s decision to issue securities in any future offering will depend on market conditions and other factors beyond MIT’s control, MIT cannot predict or estimate the amount, timing or nature of its future offerings. Thus, MIT’s shareholders will bear the risk of MIT’s future offerings reducing the market price of the MIT common shares and diluting their share holdings in MIT.

Market interest rates may affect the value of the MIT common shares.

One of the factors that investors may consider in deciding whether to buy or sell MIT common shares will be MIT’s distribution rate as a percentage of its share price, relative to market interest rates. If market interest rates increase, prospective investors may desire a higher distribution rate on MIT common shares, implying a lower share price all other things being equal, or seek securities paying higher dividends or interest. Higher interest rates would likely increase MIT’s borrowing costs and potentially decrease CAD. As a result, interest rate fluctuations and capital market conditions can affect the market value of the MIT common shares.

MIC’s historical financial statements and the pro forma financial information included in this proxy statement/prospectus may not be representative of MIT’s future results as a separate public company.

MIC’s historical financial statements and the pro forma financial information that are included in this proxy statement/prospectus do not necessarily reflect what MIT’s financial position, results of operations, cash flows, expenses, FFO or CAD would have been had MIT been an independent public company during the periods presented. This financial information is not necessarily indicative of what MIT’s results of operations, financial position, cash flows, expenses, FFO or CAD will be in the future. It is impossible for MIT to accurately estimate all adjustments which may reflect all the significant changes that will occur in its cost structure, funding and operations as a result of its formation, including potential increased costs associated with being a separate publicly traded company. For additional information, see “Selected Combined Historical and Pro Forma Financial Information” in this proxy statement/prospectus and the adjusted and historical consolidated financial statements and the accompanying notes appearing elsewhere in this proxy statement/prospectus.

The estimates of market opportunity, market size and forecasts of market growth included in this proxy statement/ prospectus may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at a similar rate, if at all.

Market opportunity, size estimates and growth forecasts included in this proxy statement/prospectus are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Net revenue and operating results are difficult to forecast because they generally depend on the gross revenues of our parking facilities, which is largely dependent upon the parking rates our tenants are able to charge, as well as the future occupancy and utilization rate of each of our parking facilities, all of which are uncertain. We base our expense levels and investment plans on our estimates of total net revenue and gross margins using human judgment combined with machine learning, natural language processing and data analytics. We cannot be sure the same growth rates, trends and other key performance metrics are meaningful predictors of future growth. If our assumptions and calculations prove to be wrong, we and/or our tenants may spend more than anticipated acquiring and retaining customers or may generate less net revenue per active customer than anticipated, which could have a negative impact on our business and results of operations.

MIT’s distributions to its shareholders may decline.

MIT intends to pay regular quarterly distributions to its shareholders. However:

For these reasons, among others, MIT’s distribution rate may decline or MIT may cease making distributions. Our inability to make distributions, or to make distributions at expected levels, could result in a decrease in the per share trading price of the MIT common shares.

Risks Related to Our Taxation Following the Merger

In this “Risks Related to Our Taxation” section references to “we”, “our”, “us” or “the Company” refer to MIT as the surviving entity resulting from the Merger, together with its consolidated subsidiaries, after giving effect to the Merger. 

Our failure to qualify or remain qualified for taxation as a REIT under the IRC could have significant adverse consequences.

We intend to make an election to be taxed as a REIT under the IRC beginning with our taxable year ending December 31, 2022, and to maintain that qualification thereafter. As a REIT, we generally will not pay federal or most state income taxes as long as we distribute all of our REIT taxable income and meet other qualifications imposed by the IRC. However, actual qualification for taxation as a REIT under the IRC will depend on our satisfying complex statutory requirements, for which there are only limited judicial and administrative interpretations. We expect that upon the completion of the MIT IPO, we will be organized, and that we will continue to be organized and will operate, in a manner that will allow us to qualify for taxation as a REIT under the IRC, pending our timely election with our first REIT income tax return. However, we cannot be sure that the Internal Revenue Service, or the IRS, upon review or audit, will agree with this conclusion. Furthermore, we cannot be sure that the federal government, or any state or other taxation authority, will continue to afford favorable income tax treatment to REITs and their shareholders.

Qualifying and maintaining our qualification for taxation as a REIT under the IRC will require us to continue to satisfy tests concerning, among other things, the nature of our assets, the sources of our income and the amounts we distribute to our shareholders.

If we fail to qualify or remain qualified for taxation as a REIT under the IRC, then our ability to raise capital or expand our business might be adversely affected, we may be in breach under our existing debt, we may be subject to material amounts of federal and state income taxes, our CAD to our shareholders could be reduced, we would not be allowed a deduction for such distributions in computing our taxable income, the market price of the MIT common shares could decline, and we would be liable for interest and possible penalties for failure to make any required estimated tax payments in a year in which the failure occurred. In addition, if we lose or revoke our qualification for taxation as a REIT under the IRC for a taxable year, we will generally be prevented from requalifying for taxation as a REIT for the next four taxable years.

Distributions to our shareholders generally will not qualify for reduced tax rates applicable to “qualified dividends.”

Dividends payable by U.S. corporations to noncorporate shareholders, such as individuals, trusts, and estates, are generally eligible for reduced federal income tax rates applicable to “qualified dividends.” Distributions paid by REITs generally are not treated as “qualified dividends” under the IRC and the reduced rates applicable to such dividends do not generally apply. However, for tax years beginning before 2026, ordinary REIT dividends paid to noncorporate shareholders are generally taxed at an effective tax rate lower than applicable ordinary income tax rates due to the availability of a deduction under the IRC for specified forms of income from passthrough entities. More favorable rates will nevertheless continue to apply to regular corporate “qualified” dividends, which may cause some investors to perceive that an investment in a REIT is less attractive than an investment in a non-REIT entity that pays dividends, thereby reducing the demand for and market price of the MIT common shares.

Complying with REIT requirements may cause us to forgo otherwise attractive opportunities.

To qualify for taxation as a REIT under the IRC, we must satisfy ongoing REIT qualification tests, as discussed above. As a result, we may be unable to pursue investments that would otherwise be advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying for taxation as a REIT.

Thus, compliance with the REIT requirements may hinder our ability to make, and in some cases to maintain ownership of, otherwise attractive investments.

REIT distribution requirements could adversely affect us and our ability to execute our business plan.

We generally will be required to distribute annually at least 90% of our REIT taxable income, subject to specified adjustments and excluding any net capital gain, in order to qualify and maintain our qualification for taxation as a REIT under the IRC. To the extent that we satisfy this distribution requirement, federal corporate income tax will not apply to the earnings that we distribute, but if we distribute less than 100% of our REIT taxable income, then we will be subject to federal corporate income tax on our undistributed taxable income. We intend to make distributions to our shareholders to comply with the REIT requirements of the IRC. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our shareholders in a calendar year is less than a minimum amount specified under federal tax laws.

From time to time, we may generate taxable income greater than our income for financial reporting purposes prepared in accordance with GAAP or differences in timing between the recognition of taxable income and the actual receipt of cash may occur. If we do not have other funds available in these situations, among other things, we may decide to borrow funds on unfavorable terms, sell investments at disadvantageous prices or distribute amounts that would otherwise be invested in future acquisitions in order to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our shareholders’ equity. Thus, compliance with the REIT distribution requirements may hinder our ability to grow, which could cause the market price of the MIT common shares to decline.

Even if we successfully qualify and remain qualified for taxation as a REIT under the IRC, we may face other tax liabilities that reduce our cash flows.

Even if we qualify and remain qualified for taxation as a REIT under the IRC, we may be subject to federal, state, and local taxes on our income and assets, including taxes on any undistributed income, excise taxes, state or local income, property, and transfer taxes, and other taxes. See “Material Federal Income Tax Considerations—Taxation as a REIT” in this proxy statement/prospectus. Also, our income tax expense could increase if jurisdictions in which we hold property modify their income tax treatment of REITs, such as by limiting or eliminating favorable income tax deductions (including the dividends paid deduction). In addition, in order to meet the requirements for qualification and taxation as a REIT under the IRC, prevent the recognition of particular types of non-cash income, or avert the imposition of a 100% tax that applies to specified gains derived by a REIT from dealer property or inventory, we may hold or dispose of some of our assets and conduct some of our operations through our subsidiaries that are C corporations, including any “taxable REIT subsidiaries”, as defined in Section 856(l) of the IRC, or TRSs, or other subsidiary corporations that will be subject to corporate level income tax at regular rates.

We will also be subject to a federal corporate level income tax at the highest regular corporate income tax rate (currently 21%) on gain recognized from a sale of a REIT asset where our basis in the asset is determined by reference to the basis of the asset in the hands of a C corporation (such as an asset that we acquire from MIC in the Merger). This 21% tax is generally applicable to any disposition of such an asset during the five-year period after the date we first owned the asset as a REIT asset, to the extent of the built-in-gain based on the fair market value of such asset on the date we first held the asset as a REIT asset.

Any of these taxes would decrease CAD to our shareholders.

If the Operating Partnership fails to qualify as a partnership for federal income tax purposes, we would cease to qualify for taxation as a REIT and suffer other adverse consequences.

We believe that the Operating Partnership is treated as a partnership for federal income tax purposes. As a partnership, the Operating Partnership is not subject to federal income tax on its income. Instead, for federal income tax purposes, each of its partners, including us, are allocated, and may be required to pay tax with respect to, such partner’s share of the Operating Partnership’s income. We cannot guarantee that the IRS will not challenge the status of the Operating Partnership as a partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating the Operating Partnership as an entity taxable as a corporation for

federal income tax purposes, we would fail to meet the applicable REIT gross income tests and certain of the asset tests applicable to REITs and, accordingly, we may cease to qualify for taxation as a REIT. Also, the failure of the Operating Partnership to qualify as a partnership could cause it to become subject to federal corporate income tax, which would adversely affect our results of operations and reduce significantly the amount of cash the Operating Partnership has available for distribution to its partners, including us.

We may incur adverse tax consequences due to MIC’s history.

MIC previously elected to be taxed as a REIT for federal income tax purposes and we believe that it operated in a manner that allowed it to qualify for taxation as a REIT through its taxable year ended December 31, 2019. As a consequence of lease modifications entered into during the COVID-19 pandemic, MIC earned income from a number of distressed tenants that did not constitute qualifying REIT income for purposes of the annual REIT gross income tests, and, as a result, MIC was not in compliance with the annual REIT income tests for its taxable year ended December 31, 2020. Accordingly, MIC did not qualify as a REIT in 2020 and has been taxed as a C corporation beginning with its taxable year ended December 31, 2020. If we are considered a “successor” to MIC under the IRC and applicable Treasury Regulations, we may be ineligible to elect or otherwise qualify for REIT status until our 2025 taxable year or later. While we believe that we will not be considered a “successor” to MIC for purposes of such provisions, circumstances outside of our control could cause us to be treated as a “successor” in the future. For example, we have computed that if the MIT IPO raises $         million at $        per share, then the MIT common share price would have to fall below approximately $         per common share before we would be in jeopardy of becoming MIC’s “successor”. Neither we nor our counsel can predict or control the subsequent trading price of the MIT common shares, and thus to this extent our initial eligibility or continued eligibility for REIT status is beyond our control. See “Material Federal Income Tax Considerations—REIT Qualification Requirements”.

Legislative or other actions affecting REITs could materially and adversely affect us and our shareholders.

The rules dealing with federal, state, and local taxation are constantly under review by persons involved in the legislative process and by the IRS, the U.S. Department of the Treasury, and other taxation authorities. Changes to the tax laws, with or without retroactive application, could materially and adversely affect us and our shareholders. We cannot predict how changes in tax laws might affect us or our shareholders. New legislation, Treasury regulations, administrative interpretations, or court decisions could significantly and negatively affect our ability to qualify or remain qualified for taxation as a REIT or the tax consequences of such qualification to us and our shareholders.

General Risks

Our investments in real estate will be subject to the risks typically associated with real estate.

We invest directly in real estate. We will not know whether the values of properties that we own directly will remain at the levels existing on the dates of acquisition. If the values of properties we own decrease, our risk will increase because of the lower value of the real estate. In this manner, real estate values could impact the value of our real estate investments. Therefore, our investments will be subject to the risks typically associated with real estate.

The value of real estate may be adversely affected by a number of risks, including:

Ownership of real estate is subject to climate change risks.

Some observers believe severe weather in different parts of the world over the last few years is evidence of global climate change. Severe weather may have an adverse effect on certain properties we own. Rising sea levels could cause flooding at some of our properties, which may have an adverse effect on individual properties we own. Also, the political debate about climate change has resulted in various treaties, laws and regulations that are intended to limit carbon emissions. These or future laws may cause operating costs at our properties to increase. Laws enacted to mitigate climate change may make some of our buildings obsolete or require us to make material investments in our properties which could materially and adversely affect our financial condition and results of operations. 

Uninsured losses or premiums for insurance coverage relating to real property may adversely affect shareholder returns.

Our real properties may incur casualty losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Risks associated with potential acts of terrorism could sharply increase the premiums we pay for coverage against property and casualty claims. Additionally, mortgage lenders sometimes require property owners to purchase specific coverage against terrorism as a condition for providing mortgage loans. These policies may not be available at a reasonable cost, if at all, which could inhibit our ability to finance or refinance real property we may hold.

In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. Changes in the cost or availability of insurance could expose us to uninsured casualty losses. In the event that any of our real property incurs a casualty loss which is not fully covered by insurance, the value of our assets will be reduced by any such uninsured loss. In addition, we cannot assure shareholders that funding will be available to us for repair or reconstruction of damaged real property in the future.

Our costs of complying with governmental laws and regulations related to environmental protection and human health and safety may be high.

All real property investments and the operations conducted in connection with such investments are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. Some of these laws and regulations may impose joint and several liabilities on customers, owners or operators for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal.

Under various federal, state and local environmental laws, a current or previous owner or operator of real property may be liable for the cost of removing or remediating hazardous or toxic substances on such real property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. In addition, the presence of hazardous substances, or the failure to properly remediate these substances, may adversely affect our ability to sell, rent or pledge such real property as collateral for future borrowings. For example, the presence of significant mold or other airborne contaminants at any of our real property investments could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants or to increase ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants or others if property damage or personal injury occurs.

Environmental laws also may impose restrictions on the manner in which real property may be used or businesses may be operated. Some of these laws and regulations have been amended so as to require compliance with new or more stringent standards as of future dates. Compliance with new or more stringent laws or regulations or stricter interpretation of existing laws may require us to incur material expenditures. Future laws, ordinances or regulations may impose material environmental liability. Additionally, operations at our parking facilities and other tenant operations, the existing condition of land when we buy it, operations in the vicinity of our real property, such as the presence of underground storage tanks, oil leaks and other vehicle discharge, or activities of unrelated third parties may affect our real property. There are also various local, state and federal fire, health, life-safety and similar regulations with which we may be required to comply, and which may subject us to liability in the form of fines or damages for noncompliance. In connection with the acquisition and ownership of real property, we may be exposed to such costs in connection with such regulations. The cost of defending against environmental claims, of any damages or fines we must pay, of compliance with environmental regulatory requirements or of remediating any contaminated real property could materially adversely affect our business, lower the value of our assets or results of operations and, consequently, lower CAD available for distribution to our shareholders. 

Real property is an illiquid investment, and we may be unable to adjust our portfolio in response to changes in economic or other conditions or sell a property if or when we decide to.

Real property is an illiquid investment. We may be unable to adjust our portfolio in response to changes in economic or other conditions. In addition, the real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any real property for the price or on the terms set by us, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We cannot predict the length of time needed to find a willing purchaser and to close the sale of a real property. Also, we may acquire real properties that are subject to contractual “lock-out” provisions that could restrict our ability to dispose of the real property for a period of time, and a number of our assets are subject to loans that impose prepayment penalties or debt breakage costs that could significantly impair our ability to sell that asset or the net value realized from any such sale.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, including information included or incorporated by reference in this proxy statement/prospectus, contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “will,” “may” and negatives or derivatives of these or similar expressions are forward-looking statements and any statements regarding the benefits of MIT’s or MIC’s future financial condition, results of operations and business are also forward-looking statements. Without limiting the generality of the preceding sentence, certain statements contained in this proxy statement/prospectus in the sections “The Merger—Background of the Merger” beginning on page 93 and “The Merger—Recommendation of the MIC Board of Directors and Its Reasons for the Merger and the Other Transactions” beginning on page 95 of this proxy statement/prospectus constitute forward-looking statements. These forward-looking statements are based upon MIT’s and MIC’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, most of which are difficult to predict and many of which are beyond MIT’s and MIC’s control. These include the factors described above in “Risk Factors,” as well as:

The foregoing list of factors is not exhaustive. All subsequent written and oral forward-looking statements concerning MIT, MIC and the Merger or other matters attributable to MIT or MIC or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

Neither MIT nor MIC undertakes any obligation to update publicly any of these forward-looking statements to reflect events or circumstances that may arise after the date of this proxy statement/prospectus. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. You should not place undue reliance on MIT’s and MIC��s forward-looking statements.

All forward-looking statements, expressed or implied, included in this proxy statement/prospectus are expressly qualified in their entirety by this cautionary statement, as well as any cautionary statements included elsewhere in this proxy statement/prospectus, including in documents incorporated herein. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that MIT, MIC or persons acting on behalf of either MIT or MIC may issue.

Except as otherwise required by law, MIT and MIC do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

DESCRIPTION OF MIT SHARES OF BENEFICIAL INTEREST

The following summarizes the material terms of MIT shares of beneficial interest as will be set forth in the MIT declaration of trust and MIT bylaws, which will govern the rights of holders of MIT shares of beneficial interest if the Merger Proposal is approved and the Merger is thereafter completed. Copies of the form of the MIT declaration of trust and MIT bylaws are attached as Annex C-1 and Annex C-2, respectively, to this proxy statement/prospectus. While we believe that the following description covers the material terms of the MIT shares of beneficial interest, it may not contain all of the information that is important to you. We encourage you to read carefully this entire document, the MIT declaration of trust and MIT bylaws and the other documents we refer to for a more complete understanding of the MIT shares of beneficial interest following the Merger.

General

The MIT declaration of trust provides that MIT may issue up to 500,000,000 MIT common shares, $0.0001 par value per share, up to 20,000,000 MIT Class B common shares, $0.0001 par value per share, and up to 80,000,000 preferred shares, $0.0001 par value per share, of which 97,000 are designated as Series 1 Preferred Shares and 50,000 are designated as Series A Preferred Shares.

 The MIT declaration of trust authorizes the MIT board of trustees to amend the MIT declaration of trust to increase or decrease the aggregate number of authorized shares or the number of shares of any class or series without shareholder approval. Following the Merger, (i)      MIT common shares will be issued and outstanding (based upon the number of MIT common shares outstanding as of the date of this proxy statement/prospectus and assuming the issuance by MIT of           MIT common shares in the MIT IPO, assuming no exercise of the underwriters’ overallotment option, if any), (ii)       MIT Class B common shares will be issued and outstanding (based upon the number of shares of MIC common stock outstanding as of the date of this proxy statement/prospectus), (iii) 39,811 Series 1 Preferred Shares will be issued and outstanding and (iv) 2,862 Series A Preferred Shares will be issued and outstanding.

Under Maryland law, shareholders are not personally liable for the obligations of a REIT solely as a result of their status as shareholders.

 Common Shares

 Subject to the preferential rights, if any, of holders of any other class or series of shares of beneficial interest and to the provisions of the MIT declaration of trust regarding the restrictions on ownership and transfer of shares of beneficial interest, holders of MIT common shares are entitled to receive distributions on such shares of beneficial interest out of assets legally available therefor if, as and when authorized by the MIT board of trustees and declared by MIT, and the holders of MIT common shares are entitled to share ratably in MIT’s assets legally available for distribution to MIT shareholders in the event of MIT’s liquidation, dissolution or winding up after payment of or adequate provision for all of MIT’s known debts and liabilities.

 Subject to the provisions of the MIT declaration of trust regarding the restrictions on ownership and transfer of common shares of beneficial interest and except as may otherwise be specified in the terms of any class or series of common shares, each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders, including the election of trustees, and, except as provided with respect to any other class or series of shares of beneficial interest, the holders of such common shares (together with the holders of MIT Class B common shares) will possess the exclusive voting power. The holders of MIT common shares and MIT Class B common shares will vote together as a single class on all matters on which such holders are entitled to vote. There is no cumulative voting in the election of MIT trustees, which means that the shareholders entitled to cast a majority of the votes entitled to be cast in the election of trustees can elect all of the trustees then standing for election, and the remaining shareholders will not be able to elect any trustees.

 Holders of common shares have no preference, conversion (other than the MIT Class B common shares), exchange, sinking fund, redemption or appraisal rights and have no preemptive rights to subscribe for any of MIT’s securities. Subject to the restrictions on ownership and transfer of shares contained in the MIT declaration of trust and the terms of any other class or series of common shares, all of MIT common shares have equal dividend, liquidation and other rights.

 Class B Common Shares

 The MIT Class B common shares that MIT will issue in the Merger will have identical preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as the MIT common shares, except that (i) MIT does not intend to list the MIT

Class B common shares on a national securities exchange and (ii) the MIT Class B common shares will convert automatically into listed MIT common shares pursuant to provisions of the MIT declaration of trust. The holders of MIT Class B common shares and MIT common shares will vote together as a single class on all matters on which such holders are entitled to vote.

Pursuant to the MIT declaration of trust, upon the six-month anniversary of the listing of the MIT common shares for trading on a national securities exchange or such earlier date or dates as approved by the MIT board of trustees with respect to all or any portion of the outstanding MIT Class B common shares, each MIT Class B common share will automatically, and without any shareholder action, convert into one listed MIT common share.

There will be no public market for MIT Class B common shares. Until the MIT Class B common shares automatically convert into MIT common shares and become listed on a national securities exchange, they cannot be traded on a national securities exchange. As a result, holders of the MIT Class B common shares will have very limited, if any, liquidity options with respect to their MIT Class B common shares until such conversion.

Preferred Shares

The MIT board of trustees may classify any unissued preferred shares and reclassify any previously classified but unissued preferred shares of any class or series from time to time, into one or more classes or series of shares.

Series A Preferred Shares

The Series A Preferred Shares rank senior to the MIT common shares and the MIT Class B common shares and pari passu with the Series 1 Preferred Shares with respect to the payment of dividends and rights upon liquidation, dissolution or winding up. In addition, in certain circumstances, the Series A Preferred Shares are redeemable by MIT and convertible, at the option of the holder, into MIT common shares (or if prior to the conversion of the MIT Class B common shares, MIT Class B common shares). Holders of the Series A Preferred Shares do not have any voting rights.

Ranking. The Series A Preferred Shares rank senior to the MIT common shares and the MIT Class B common shares and pari passu with the Series 1 Preferred Shares with respect to the payment of dividends and rights upon liquidation, dissolution or winding up. The MIT board of trustees has the authority to issue additional classes or series of preferred shares that could be junior, pari passu, or senior in priority to the Series A Preferred Shares.

Stated Value. Each Series A Preferred Share has an initial Series A Preferred Share Stated Value of $1,000, subject to appropriate adjustment in relation to certain events, such as recapitalizations, share dividends, share splits, share combinations, reclassifications or similar events affecting the Series A Preferred Shares, as set forth in the MIT declaration of trust.

Listing Event. Under the MIT declaration of trust, a Listing Event means either: (i) the listing of the MIT common shares on a national securities exchange or (ii) a merger, sale of all or substantially all of our assets or another transaction, in each case, approved by the MIT board of trustees in which MIT common shareholders will receive MIT common shares that are listed on a national securities exchange, or options or warrants to acquire MIT common shares that are listed on a national securities exchange, in exchange for their existing shares, options and warrants, as applicable. However, for purposes of clause (i) of the definition of “Listing Event”, a Listing Event will not be deemed to have occurred until such time as the MIT Class B common shares automatically convert into MIT common shares in accordance with the MIT declaration of trust, which we expect to be six months after the listing of the MIT common shares in connection with the MIT IPO unless earlier determined by the MIT board of trustees.

Dividends. Subject to the rights of holders of any class or series of Senior Shares (as defined in the MIT declaration of trust), holders of the Series A Preferred Shares are entitled to receive, when and as authorized by the MIT board of trustees and declared by MIT out of legally available funds, cumulative, cash dividends on each Series A Preferred Share at an annual rate of 7.50% of the Series A Preferred Share Stated Value until the occurrence of a Listing Event, at which time, the annual dividend rate will be reduced to 5.75% of the Series A Preferred Share Stated Value.

Conversion. Subject to MIT’s redemption rights as described below, each Series A Preferred Share is convertible into MIT common shares (or if prior to the conversion of the MIT Class B common shares, MIT Class B common shares), at the election of the holder thereof by delivery of a written notice to MIT, each, a Series A Preferred Share Conversion Notice, containing the information required by the MIT declaration of trust, at any time.

Subject to MIT’s redemption rights as described below, the conversion of the Series A Preferred Shares into MIT common shares or MIT Class B common shares, as applicable, subject to a Series A Preferred Share Conversion Notice will occur at the end of the 20th trading day after MIT’s receipt of such Series A Preferred Share Conversion Notice. Each Series A Preferred Share will convert into a number of MIT common shares or MIT Class B common shares, as applicable, determined by dividing (i) the sum of (A) 100% of the Series A Preferred Share Stated Value, initially $1,000, plus (B) any accrued but unpaid dividends to, but not including, the date of conversion by (ii) the conversion price for each Series A Preferred Share, or the Series A Preferred Share Conversion Price, determined as follows:

Notwithstanding the foregoing, upon a holder providing a Series A Preferred Share Conversion Notice, MIT will have the right (but not the obligation) to redeem any or all of the Series A Preferred Shares subject to such Series A Preferred Share Conversion Notice at a redemption price, payable in cash, equal to 100% of the Series A Preferred Share Stated Value of the Series A Preferred Shares, plus any accrued but unpaid dividends thereon to, but not including, the redemption date.

Optional Redemption by the Company. At any time, from time to time, on or after the 20th trading day after the date of a Listing Event, MIT (or its successor) will have the right (but not the obligation) to redeem, in whole or in part, the Series A Preferred Shares at the Series A Preferred Share Redemption Price equal to 100% of the Series A Preferred Share Stated Value, initially $1,000 per share, plus any accrued but unpaid dividends if any, to and including the date fixed for redemption. In case of any redemption of less than all of the Series A Preferred Shares by MIT, the Series A Preferred Shares to be redeemed will be selected either pro rata or in such other manner as the MIT board of trustees may determine. If full cumulative dividends on all outstanding Series A Preferred Shares have not been declared and paid or declared and set apart for payment for all past dividend periods, no Series A Preferred Shares may be redeemed, unless all outstanding Series A Preferred Shares are simultaneously redeemed, and neither MIT nor any of our affiliates may purchase or otherwise acquire Series A Preferred Shares otherwise than pursuant to a purchase or exchange offer made on the same terms to all holders of the Series A Preferred Shares; provided, however, that the foregoing shall not prevent the redemption or purchase by MIT of Series A Preferred Shares pursuant to the ownership and transfer restrictions in the MIT declaration of trust.

If MIT (or its successor) chooses to redeem any Series A Preferred Shares, MIT (or its successor) has the right, in its sole discretion, to pay the Series A Preferred Share Redemption Price in cash or in equal value of the MIT common shares (or the common shares of its successor), based on the volume weighted average price per MIT common share (or the common shares of its successor) for the 20 trading days prior to the redemption, in exchange for the Series A Preferred Shares.

Liquidation Preference. In the event of any voluntary or involuntary liquidation or winding up of MIT, the holders of Series A Preferred Shares will be entitled to receive pari passu with the liquidation preferences of the holders of Series 1 Preferred Shares and in preference to the holders of MIT common shares and MIT Class B common shares, an amount per share equal to 100% of the Series A Preferred Share Stated Value, initially $1,000.00 per share, plus any accumulated, accrued and unpaid dividends (whether or not declared), if any, to and including the date of payment. A merger, acquisition or sale of all or substantially all of MIT’s assets or a statutory share exchange will not be deemed to be a liquidation for purposes of the liquidation preference. A Listing Event will not be deemed a liquidation for purposes of the liquidation preference.

No Voting Rights. Holders of the Series A Preferred Shares do not have any voting rights.

Transfer Restriction. None of the Series A Preferred Shares may be sold or otherwise transferred unless the holder thereof delivers evidence, to MIT’s satisfaction, that such sale or other transfer of the Series A Preferred Shares is made to an accredited investor solely in compliance with all federal and state securities laws. Any sale or transfer of the Series A Preferred Shares made in violation of any federal or state securities laws shall be void ab initio. In addition, the Series A Preferred Shares are subject to all of the other restrictions on ownership and transfer

contained in the MIT declaration of trust. These provisions may restrict the ability of a holder of Series A Preferred Shares to convert such shares into MIT common shares or MIT Class B common shares.

Series 1 Preferred Shares

The Series 1 Preferred Shares rank senior to the MIT common shares and the MIT Class B common shares and pari passu with the Series A Preferred Shares with respect to the payment of dividends and rights upon liquidation, dissolution or winding up. In addition, in certain circumstances, the Series 1 Preferred Shares are redeemable by MIT and convertible, at the option of the holder, into MIT common shares (or if prior to the conversion of the MIT Class B common shares, MIT Class B common shares). Holders of the Series 1 Preferred Shares do not have any voting rights.

Ranking. The Series 1 Preferred Shares rank senior to the MIT common shares and the MIT Class B common shares and pari passu with the Series A Preferred Shares with respect to the payment of dividends and rights upon liquidation, dissolution or winding up. The MIT board of trustees has the authority to issue additional classes or series of preferred shares that could be junior, pari passu, or senior in priority to the Series 1 Preferred Shares.

Stated Value. Each Series 1 Preferred Share has an initial Series 1 Preferred Stated Value of $1,000, subject to appropriate adjustment in relation to certain events, such as recapitalizations, share dividends, share splits, share combinations, reclassifications or similar events affecting the Series 1 Preferred Shares, as set forth in the MIT declaration of trust.

Listing Event. Under the MIT declaration of trust, a Listing Event means either: (i) the listing of the MIT common shares on a national securities exchange; or (ii) a merger, sale of all or substantially all of our assets or another transaction, in each case, approved by the MIT board of trustees in which MIT common shareholders will receive MIT common shares that are listed on a national securities exchange, or options or warrants to acquire MIT common shares that are listed on a national securities exchange, in exchange for their existing shares, options and warrants, as applicable. However, for purposes of clause (i) of the definition of “Listing Event”, a Listing Event will not be deemed to have occurred until such time as the MIT Class B common shares automatically convert into MIT common shares in accordance with the MIT declaration of trust, which we expect to be six months after the listing of the MIT common shares in connection with the MIT IPO unless earlier determined by the MIT board of trustees.

Dividends. Subject to the rights of holders of any class or series of Senior Shares (as defined in the MIT declaration of trust) holders of the Series 1 Preferred Shares are entitled to receive, when and as authorized by the MIT board of trustees and declared by MIT out of legally available funds, cumulative, cash dividends on each Series 1 Preferred Share at an annual rate of 7.00% of the Series 1 Preferred Share Stated Value until the occurrence of a Listing Event, at which time, the annual dividend rate will be reduced to 5.50% of the Series 1 Preferred Share Stated Value.

Conversion. Subject to MIT’s redemption rights as described below, each Series 1 Preferred Share is convertible into MIT common shares (or if prior to the conversion of the MIT Class B common shares, MIT Class B common shares), at the election of the holder thereof by delivery of a written notice to MIT, each, a Series 1 Preferred Share Conversion Notice, containing the information required by the MIT declaration of trust, at any time. Subject to MIT’s redemption rights as described below, the conversion of the Series 1 Preferred Shares into MIT common shares or MIT Class B common shares, as applicable, subject to a Series 1 Preferred Share Conversion Notice will occur at the end of the 20^th trading day after MIT’s receipt of such Series 1 Preferred Share Conversion Notice. Each Series 1 Preferred Share will convert into a number of MIT common shares or MIT Class B common shares, as applicable, determined by dividing (i) the sum of (A) 100% of the Series 1 Preferred Share Stated Value, initially $1,000, plus (B) any accrued but unpaid dividends to, but not including, the date of conversion, by (ii) the conversion price for each Series 1 Preferred Share, or the Series 1 Preferred Share Conversion Price, determined as follows:

Notwithstanding the foregoing, upon a holder providing a Series 1 Preferred Share Conversion Notice, MIT will have the right (but not the obligation) to redeem, in whole or in part, our Series 1 Preferred Shares subject to

such Series 1 Preferred Share Conversion Notice at a redemption price, payable in cash, equal to 100% of the Series 1 Preferred Share Stated Value of the Series 1 Preferred Shares, plus any accrued but unpaid dividends thereon to, but not including, the redemption date.

Optional Redemption by the Company. At any time, from time to time, on and after the 20th trading day after the date of a Listing Event, if any, MIT (or its successor) will have the right (but not the obligation) to redeem, in whole or in part, the Series 1 Preferred Shares at the redemption price equal to 100% of the Series 1 Preferred Share Stated Value, initially $1,000 per share, plus any accrued but unpaid dividends if any, to and including the date fixed for redemption. In case of any redemption of less than all of the Series 1 Preferred Shares by MIT, the Series 1 Preferred Shares to be redeemed will be selected either pro rata or in such other manner as the MIT board of trustees may determine. If full cumulative dividends on all outstanding Series 1 Preferred Shares have not been declared and paid or declared and set apart for payment for all past dividend periods, no Series 1 Preferred Shares may be redeemed, unless all outstanding Series 1 Preferred Shares are simultaneously redeemed, and neither MIT nor any of our affiliates may purchase or otherwise acquire Series 1 Preferred Shares otherwise than pursuant to a purchase or exchange offer made on the same terms to all holders of the Series 1 Preferred Shares; provided, however, that the foregoing shall not prevent the redemption or purchase by MIT of Series 1 Preferred Shares pursuant to the ownership and transfer restrictions in the MIT declaration of trust.

If MIT (or its successor) chooses to redeem any Series 1 Preferred Shares, MIT (or its successor) has the right, in its sole discretion, to pay the redemption price in cash or in equal value of the MIT common shares (or the common shares of its successor), based on the volume weighted average price per MIT common share (or the common shares of its successor) for the 20 trading days prior to the redemption, in exchange for the Series 1 Preferred Shares.

Liquidation Preference. In the event of any voluntary or involuntary liquidation or winding up of MIT, the holders of Series 1 Preferred Shares will be entitled to receive, pari passu with the liquidation preferences of the holders of the Series A Preferred Shares and in preference to the holders of MIT common shares and MIT Class B common shares, an amount per share equal to 100% of the Series 1 Preferred Share Stated Value, initially $1,000.00 per share, plus any accumulated, accrued and unpaid dividends (whether or not declared), if any, to and including the date of payment. A merger, acquisition or sale of all or substantially all of MIT’s assets or a statutory share exchange will not be deemed to be a liquidation for purposes of the liquidation preference. A Listing Event will not be deemed a liquidation for purposes of the liquidation preference.

No Voting Rights. Holders of the Series 1 Preferred Shares do not have any voting rights.

Transfer Restriction. None of the Series 1 Preferred Shares may be sold or otherwise transferred unless the holder thereof delivers evidence, to MIT’s satisfaction, that such sale or other transfer of the Series 1 Preferred Shares is made to an accredited investor solely in compliance with all federal and state securities laws. Any sale or transfer of the Series 1 Preferred Shares made in violation of any federal or state securities laws shall be void ab initio. In addition, the Series 1 Preferred Shares are subject to all of the other restrictions on ownership and transfer contained in the MIT declaration of trust. These provisions may restrict the ability of a holder of Series 1 Preferred Shares to convert such shares into MIT common shares or MIT Class B common shares.

Power to Increase or Decrease Authorized Shares of Beneficial Interest and Issue Additional Common Shares and Preferred Shares

MIT believes that the power of the MIT board of trustees to amend the MIT declaration of trust to increase or decrease the number of authorized shares of beneficial interest, to authorize MIT to issue additional authorized but unissued common shares or preferred shares and to classify or reclassify unissued common shares or preferred shares and thereafter to issue such classified or reclassified shares of beneficial interest will provide MIT with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs that might arise. The additional classes or series, as well as the common shares, will be available for issuance without further action by MIT’s shareholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which MIT’s securities may be listed or traded. Although the MIT board of trustees does not intend to do so, it could authorize MIT to issue a class or series that could, depending upon the terms of the particular class or series, delay, defer or prevent a change in control or other transaction that might involve a premium price for MIT’s common shares or otherwise be in the best interests of MIT’s shareholders.

Restrictions on Ownership and Transfer of Shares

To qualify for taxation as a REIT under the IRC, MIT must satisfy certain ownership requirements. Specifically, commencing with MIT’s taxable year ending December 31, 2023, not more than 50% in value of MIT’s outstanding shares of beneficial interest may be owned, directly or indirectly, by five or fewer individuals (as defined in the IRC to include certain entities) during the last half of a taxable year, and MIT’s outstanding shares of beneficial interest must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of twelve months or during a proportionate part of a shorter taxable year commencing with MIT’s taxable year ending December 31, 2023.

The MIT declaration of trust restricts the number and value of MIT’s shares of beneficial interest that MIT’s shareholders may own. These restrictions are intended to assist MIT with REIT compliance under the IRC and otherwise to promote MIT’s orderly governance.

Subject to certain exceptions, the MIT declaration of trust to be in effect upon the completion of the MIT IPO will provide that no person may beneficially or constructively own more than 9.8% in value or number (whichever is more restrictive) of the outstanding shares of any class or series of MIT’s shares, including the MIT common shares, MIT Class B common shares, Series 1 Preferred Shares and Series A Preferred Shares. MIT refers to these restrictions as the “Ownership Limit”.

The MIT declaration of trust further prohibits any person from:

The MIT board of trustees, in its sole discretion, may exempt, prospectively or retroactively, holders from the Ownership Limit and the other restrictions on ownership and transfer set forth in the third bullet above. In exercising such discretion to exempt a holder from the Ownership Limit, the MIT board of trustees can consider, among other things, whether the ownership of shares in excess of the Ownership Limit pursuant to the exception requested would not cause a default under the terms of any contract to which MIT or any of its subsidiaries are party or reasonably expect to become a party and whether the ownership of shares in excess of the Ownership Limit is in MIT’s best interests. The MIT board of trustees may not grant an exemption if the exemption would result in MIT failing to qualify and maintain MIT’s qualification for taxation as a REIT. The MIT board of trustees is expected to grant an exemption from the Ownership Limit to HS3 to permit HS3 to own up to % of MIT’s common shares and MIT Class B common shares outstanding immediately following the MIT IPO and the Merger.

In addition, the MIT board of trustees may require such rulings from the IRS, opinions of counsel, representations, undertakings or agreements that it deems advisable in order to make the foregoing decisions. The MIT board of trustees may impose such conditions or restrictions as it deems appropriate in connection with such an exception.

In connection with a waiver of the Ownership Limit or at any other time, the MIT board of trustees may increase or decrease the Ownership Limit for other persons; provided however, that (1) any reduced Ownership Limit will not apply to any person or entity whose percentage ownership of MIT common shares or MIT Class B common shares, or all shares, as applicable, is, at the effective time of such reduction, in excess of such decreased

Ownership Limit until such time as such person’s or entity’s percentage ownership equals or falls below the decreased Ownership Limit, but any further acquisition of shares of beneficial interest will violate the decreased Ownership Limit and (2) any new Ownership Limit would not result in MIT being “closely held” under Section 856(h) of the IRC (without regard to whether the ownership interest is held during the last half of a taxable year) if five unrelated “individuals” (within the meaning of the IRC) were to beneficially own the five largest amounts of shares of beneficial interest permitted to be beneficially owned under such new ownership limit, taking into account clause (1) of this proviso permitting ownership in excess of the decreased Ownership Limit.

Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of MIT’s shares of beneficial interest that will or may violate any of the foregoing restrictions on transferability and ownership, or any person who would have owned MIT’s shares of beneficial interest that resulted in a transfer of shares to a Charitable Trust (as defined below), is required to give written notice immediately to MIT, or in the case of a proposed or attempted transaction, to give at least 15 days prior written notice to MIT, and provide MIT with such other information as MIT may request.

If a person attempts a transfer of MIT’s shares of beneficial interest in violation of the Ownership Limit or the other restrictions on ownership and transfer described above, the number of shares which would cause the violation are automatically transferred to a trust, or the Charitable Trust, for the exclusive benefit of one or more charitable beneficiaries designated by MIT, except that any transfer that results in the violation of the restriction relating to MIT’s shares of beneficial interest being beneficially owned by fewer than 100 persons will be void ab initio. The prohibited owner will generally:

In addition, subject to Maryland law, the trustee of the Charitable Trust will have the authority to rescind as void any vote cast by the prohibited owner prior to MIT’s discovery that the shares have been transferred to the Charitable Trust and to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary. However, if MIT has already taken irreversible trust action, as determined by the MIT board of trustees, then the trustee will not have the authority to rescind and recast the vote.

Unless otherwise directed by the MIT board of trustees, as soon thereafter as practicable, the trustee of the Charitable Trust will sell such shares (together with the right to receive distributions with respect to such shares) to a person designated by the trustee of the Charitable Trust, whose ownership of the shares will not violate the Ownership Limit or the other restrictions on ownership and transfer set forth in the MIT declaration of trust. Upon such sale, the interest of the charitable beneficiary in the shares sold will terminate. Upon any such sale or any receipt by the Charitable Trust of an extraordinary distribution, the trustee of the Charitable Trust will distribute the net proceeds of the sale or extraordinary distribution to the prohibited owner and to the beneficiary of the Charitable Trust as follows:

The prohibited owner will receive the lesser of:

The trustee of the Charitable Trust may reduce the amount payable to the prohibited owner by the amount of ordinary dividends or other ordinary distributions which have been paid to the prohibited owner and is owed by the prohibited owner to the trustee of the Charitable Trust. Any net sales proceeds and any extraordinary dividends or other distributions in excess of the amount payable to the prohibited owner shall be paid to the charitable beneficiary, less the costs, expenses and compensation of the trustee of the Charitable Trust and MIT. Any extraordinary dividends received by the trustee of the Charitable Trust shall be treated in a similar way as sales proceeds.