Business context and reporting period
This is the fiscal 2022 Form 10-K of Fifth Wall Acquisition Corp. III (FWAC), a blank-check company—not Mobile Infrastructure Corp. (MIC). It covers the year ended December 31, 2022; it does not provide MIC’s operating results or standalone fourth-quarter results. FWAC had not commenced operations and was seeking a business combination. It signed a merger agreement with MIC on December 13, 2022; the agreement was amended on March 23, 2023. The proposed transaction remained pending in this filing.
Key financial metrics
| Metric | FY 2022 / December 31, 2022 | Prior comparable period |
|---|---|---|
| Operating revenue | None; FWAC had no operations | None |
| Operating expenses | $2.662 million, including $2.452 million general and administrative and $0.210 million related-party expenses | $1.113 million from inception on February 19, 2021 through December 31, 2021 |
| Trust investment income | $2.937 million | $0.013 million |
| Net income (loss) | $0.275 million; $0.01 per Class A and Class B share | $(1.101) million; $(0.04) per share |
| Cash from operations | $(0.225) million | $(1.980) million |
| Cash and trust investments | $0.443 million operating cash; $277.949 million in trust | $0.738 million operating cash; $275.013 million in trust |
| Current liabilities | $1.827 million; working capital deficit approximately $1.1 million | $0.300 million |
| Total liabilities | $5.437 million, including $3.609 million deferred underwriting commissions | $9.925 million |
| Debt | No working-capital loans outstanding; no other debt reported | No working-capital loans outstanding |
Profitability and operating margins are not meaningful for this non-operating SPAC. FY 2022 net income primarily reflected interest and investment income on trust assets, rather than business operations. Cash from financing activities was $(0.070) million in 2022, primarily offering costs. The prior period covers only inception through year-end and is not a full-year comparison.
Material changes and unusual items
- Trust investments increased to $277.949 million from $275.013 million, while the redemption value of public Class A shares rose from $10.00 to $10.10 per share.
- Underwriters waived portions of deferred IPO commissions. The 2022 statements report $3.609 million of deferred commissions remaining at year-end; the filing also describes a $6.016 million waiver recognized in 2022. Deutsche Bank waived its portion on February 24, 2023. Verify the final status and accounting of all deferred fees.
- FWAC restated its June 30 and September 30, 2022 interim financial statements after failing to record a $3.609 million extinguishment of a contingent underwriting-fee liability appropriately. The restatement affected the carrying value of redeemable shares and accumulated deficit; it had no effect on cash flows.
- The proposed MIC merger contemplated a Cayman-to-Maryland domestication and mergers. Sponsor founder shares include price-based vesting at $16 and $20 and potential cancellations tied to closing financing proceeds. The initial PIPE subscription is described as 1.2 million shares, but its stated purchase-price wording (“$10.00 per 1.2 shares”) is unclear in the filing text.
Outlook, risks and contingencies
- FWAC had until May 27, 2023 to complete a business combination; otherwise, it was required to cease operations, redeem public shares and liquidate, subject to creditor claims. The auditor’s report and management identified substantial doubt about the company’s ability to continue as a going concern.
- Management reported ineffective disclosure controls and internal control over financial reporting due to a material weakness in accounting for the contingent underwriting-fee waiver. Remediation efforts were underway, with no assurance they would resolve the weakness. The auditor did not attest to internal-control effectiveness.
- On February 13, 2023, Nasdaq notified FWAC that it did not meet the minimum 300 public-holder requirement. FWAC submitted a compliance plan; continued listing was not assured.
- Key SPAC risks include merger completion and financing uncertainty, shareholder redemptions and dilution, limited cash outside the trust, potential creditor claims against trust assets, conflicts of interest and competing obligations involving Fifth Wall and affiliated SPACs, and market or geopolitical disruption. No financial guidance for MIC or the combined company is provided here.
Important facts for investors to verify
- Confirm the exact registrant and obtain MIC’s own 2022 Form 10-K for operating performance, debt, liquidity and outlook; this filing reports FWAC’s SPAC financials.
- Check subsequent filings for whether the merger closed, was further amended or terminated, and for final redemption, financing and share-count details.
- Reconcile the deferred underwriting-fee waivers, the remaining year-end liability and the subsequent Deutsche Bank waiver.
- Review the restated quarterly filings and subsequent disclosures on remediation of the material weakness and Nasdaq public-holder compliance.
- Verify the PIPE subscription’s actual share count and purchase price, and the merger’s resulting dilution, founder-share cancellations and vesting conditions.