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SCHEDULE 13D/A 0001493152-24-029451 0001879349 XXXXXXXX LIVE 6 Common Stock 06/17/2025 false 0001847874 60739N101 Mobile Infrastructure Corp 30 W. 4th Street Cincinnati OH 45202 Manuel Chavez, III (513) 834-5110 30 W. 4th Street Cincinnati OH 45202 0001851084 N HSCP Strategic III, L.P. b OO N DE 19972193.50 0.00 19972193.50 0.00 19972193.50 N 44.8 PN See Item 5 0001879349 N Manuel Chavez, III b AF N X1 142000.00 725337.00 142000.00 725337.00 867337.00 N 2.0 IN See Item 5 0001879102 N Stephanie Hogue b AF N X1 49782.00 725337.00 49782.00 725337.00 775119.00 N 1.81 IN See Item 5 0001806553 N Jeffrey Osher b AF N X1 131192.00 26912282.50 131192.00 26912282.50 27043474.00 N 60.8 IN See Item 5 0001999797 N Harvest Small Cap Partners Master, Ltd. b OO N E9 4340457.00 0.00 4340457.00 0.00 4340457.00 N 10.2 PN See Item 5 0001327697 N Harvest Small Cap Partners, L.P. b OO N DE 2154091.00 0.00 2154091.00 0.00 2154091.00 N 5.1 PN See Item 5 Common Stock Mobile Infrastructure Corp 30 W. 4th Street Cincinnati OH 45202 Explanatory Note: This Amendment No. 6 to the statement on Schedule 13D (this "Amendment") relates to the common stock, $0.0001 par value per share (the "Common Stock") of Mobile Infrastructure Corporation, a Maryland corporation (the "Issuer") and amends the statement on Schedule 13D filed on September 6, 2023, as amended by the Amendment No. 1 to the statement on Schedule 13D filed on November 3, 2023, amendment No. 2 to the statement on Schedule 13D filed on July 29, 2024, amendment No. 3 to the statement on Schedule 13D filed on September 13, 2024, amendment No. 4 to the statement on Schedule 13D filed on October 7, 2024, and amendment No. 5 to the statement on Schedule 13D filed on November 22, 2024 (the "Original Schedule 13D" and, together with this Amendment, the "Statement"). Except as otherwise provided herein, each Item of the Original Schedule 13D remains unchanged. Capitalized terms used and not defined in this Amendment have the meanings ascribed thereto in the Original Schedule 13D. Item 3 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following: the information in Item 4 is incorporated herein by reference. Item 4 of the Original Schedule 13D is here by supplemented as followed: Bombe-MIC Pref Distribution: On June 17, 2025, Bombe-MIC Pref, LLC ("Bombe Pref") distributed 1,498,636 shares of Common Stock of the Issuer held by it in a distribution to its members without consideration (the "Distribution"). No securities of the Issuer were directly or indirectly distributed to the Reporting Persons by Bombe Pref. The aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of May 1, 2025 is based on 42,391,674 shares of Common Stock outstanding, as reported in the Issuer's Form 10-Q for the fiscal quarter ended March 31, 2025. The amount beneficially owned by each Reporting Person does not include shares of Common Stock that may be issued upon redemption of Common Units (including Common Units which such person may acquire upon the vesting and conversion to Common Units of outstanding Performance Units and LTIP Units) because, upon the holder's election to redeem Common Units, the Issuer may elect to redeem such Common Units for cash or shares of Common Stock in the Issuer's sole discretion. Manuel Chavez beneficially owns 867,337 shares of Common Stock or approximately 2.0% of the Issuer's outstanding Common Stock, of which Mr. Chavez has (i) the sole power to vote or direct the vote of and the sole power to dispose or to direct the disposition of 142,000 shares of Common Stock and (ii) the shared power to vote or to direct the vote of and the shared power to dispose or to direct the disposition of 725,337 shares of Common Stock. Mr. Chavez's beneficial ownership includes 382,978 shares of Common Stock issuable upon the exercise of 382,978 Warrants. Stephanie Hogue beneficially owns 775,119 shares of Common Stock or approximately 1.81% of the Issuer's outstanding Common Stock, of which Ms. Hogue has (i) the sole power to vote or direct the vote of and the sole power to dispose or to direct the disposition of 49,234 shares of Common Stock and (ii) the shared power to vote or to direct the vote of and the shared power to dispose or to direct the disposition of 725,337 shares of Common Stock. Ms. Hogue's beneficial ownership includes (i) 382,978 shares of Common Stock issuable upon the exercise of 382,978 Warrants and (ii) 548 shares of Common Stock held indirectly by Ms. Hogue as custodian under accounts for the benefit of Ms. Hogue's children under the Uniform Gift to Minors Act. Jeffrey Osher beneficially owns 27,043,474.5 shares of Common Stock or approximately 60.8% of the Issuer's outstanding Common Stock, of which Mr. Osher has (i) the sole power to vote or direct the vote of and the sole power to dispose or to direct the disposition of 131,192 shares of Common Stock and (ii) the shared power to vote or to direct the vote of and the shared power to dispose or to direct the disposition of 26,912,282.5 shares of Common Stock. Mr. Osher's beneficial ownership includes (i) 17,801978 shares of Common Stock held by HS3, (ii) 2,170,213.5 shares of Common Stock issuable upon the exercise of 2,170,213.5 Warrants held by HS3, (iii) 2,154,091 shares of Common Stock directly held by HSLP (as defined below); (iv) 4,340,457 shares of Common Stock directly held by HSCPM (as defined below); and (v) 445,541 shares of Common Stock directly held by O Cincy Family II, LLC. HSCP Strategic III, L.P. ("HS3") beneficially owns 19,972,193.5 shares of Common Stock or approximately 44.8% of the Issuer's outstanding Common Stock, of which HS3 has the sole power to vote or direct the vote of and the sole power to dispose or to direct the disposition of 19,972,193.5 shares of Common Stock. HS3's beneficially ownership includes 2,170,213.5 shares of Common Stock issuable upon the exercise of 2,170,213.5 Warrants. Harvest Small Cap Partners Master, Ltd. ("HSCPM") beneficially owns 4,340,457 shares of Common Stock or approximately 10.2% of the Issuer's outstanding Common Stock, of which HSCPM has the sole power to vote or direct the vote of and the sole power to dispose or to direct the disposition of 4,340,457 shares of Common Stock. Harvest Small Cap Partners, L.P. ("HSCP") beneficially owns 2,154,091 shares of Common Stock or approximately 5.1% of the Issuer's outstanding Common Stock, of which HSCPM has the sole power to vote or direct the vote of and the sole power to dispose or to direct the disposition of 2,154,091 shares of Common Stock. Item 5a is incorporated herein by reference. The information set forth in Items 3 and 4 is incorporated herein by reference. Not applicable. Not applicable. The information set forth in Items 3 and 4 of this Statement is incorporated herein by reference. HSCP Strategic III, L.P. /s/ Jeffrey Osher Jeffrey Osher/Managing member of No Street Capital LLC, the managing member of Harvest Small Cap Partners GP, LLC, the general partner of HS3 06/17/2025 Manuel Chavez, III /s/ Manuel Chavez Manuel Chavez 06/17/2025 Stephanie Hogue /s/ Stephanie Hogue Stephanie Hogue 06/17/2025 Jeffrey Osher /s/ Jeffrey Osher Jeffrey Osher 06/17/2025 Harvest Small Cap Partners Master, Ltd. /s/ Jeffrey Osher Jeffrey Osher/Managing member of No Street Capital LLC, the investment manager of Harvest Small Cap Partners Master, Ltd. 06/17/2025 Harvest Small Cap Partners, L.P. /s/ Jeffrey Osher Jeffrey Osher/Managing member of No Street Capital LLC, the managing member of Harvest Small Cap Partners GP, LLC, the general partner of HSCP 06/17/2025