Form 8-K Summary
Business context and reporting period
Fifth Wall Acquisition Corp. III, a Cayman Islands special purpose acquisition company, filed a Form 8-K under Item 4.02 on March 30, 2023, with the report signed March 31, 2023. The filing concerns previously issued interim financial statements for the quarters ended June 30, 2022 and September 30, 2022, and the preparation of the financial statements for the year ended December 31, 2022.
Key financial and accounting matters
- Management identified errors in the accounting for certain deferred underwriting expenses and a contingent liability allocated to redeemable Class A ordinary shares.
- The Company concluded that the affected interim financial statements must be restated to recognize the extinguishment of the contingent liability as an adjustment to the carrying value of Class A shares subject to possible redemption.
- The filing does not provide the quantitative amount of the restatement or revised financial statement balances.
- The Company stated that the restatement will not affect its cash position or cash held in the IPO trust account.
- The filing does not provide revenue, profit, cash-flow, margin, debt, or liquidity balances beyond the statement that cash and trust-account balances are unaffected.
Material changes, controls, and outlook
- Previously issued unaudited financial statements for the quarters ended June 30 and September 30, 2022, and related communications based on those statements, should no longer be relied upon.
- Management determined that a material weakness in internal control over financial reporting existed during the affected periods.
- Management also concluded that disclosure controls and procedures were not effective during the affected periods.
- A remediation plan is expected to be described in greater detail in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
- Management discussed the matter with its independent registered public accounting firm, WithumSmith+Brown, PC.
Risks and unusual items
The principal unusual item is the required restatement arising from accounting errors and the related material weakness. The filing includes forward-looking statements regarding the effects of the restatement, cash and trust-account balances, and remediation measures. These statements are subject to risks and uncertainties, and the Company does not undertake to update them.
Investor verification checklist
- Verify the filed restated financial statements and the quantitative impact on redeemable Class A shares, liabilities, equity, and net income.
- Review the 2022 Form 10-K for the detailed remediation plan and any updated assessment of internal controls.
- Confirm that cash and trust-account balances remain unchanged after the restatement.
- Assess whether any additional accounting errors, control deficiencies, auditor comments, or subsequent restatements were disclosed.
- Note that the provided filing is for Fifth Wall Acquisition Corp. III; the filing text does not identify Mobile Infrastructure Corp. as the registrant.