Filing summary: Fifth Wall Acquisition Corp. III, Q2 2021
Important entity mismatch: The request identifies Mobile Infrastructure Corp, but the supplied Form 10-Q is for Fifth Wall Acquisition Corp. III (ticker FWAC), a Cayman Islands SPAC. The filing does not report Mobile Infrastructure Corp’s results.
Business context and reporting period
This unaudited 10-Q covers the quarter ended June 30, 2021. The company was formed on February 19, 2021 to pursue a business combination and had not begun operating activities. Its reported activity relates to formation, its May 2021 IPO, and its search for a target. It reported no operating revenue.
Financial position and results
| Metric | Reported amount |
|---|---|
| Trust Account investments at June 30 | $275.0 million |
| Cash at June 30 | $1.589 million |
| Working capital | Approximately $2.3 million |
| Total assets | $278.175 million |
| Total liabilities | $10.515 million, including $9.625 million deferred underwriting commissions |
| Quarter net loss | $310,439; $0.05 per non-redeemable share |
| Inception-to-date net loss | $335,746; $0.05 per non-redeemable share |
| Operating cash used, inception to June 30 | $1.846 million |
| Debt | No Working Capital Loans outstanding; approximately $109,000 of sponsor note borrowings was repaid after the IPO closed |
The IPO issued 27.5 million public shares at $10 each for $275.0 million gross proceeds. A concurrent sponsor private placement raised approximately $9.07 million. IPO costs were approximately $16.1 million, including the deferred underwriting commission. No meaningful operating margin comparison is available because the company had no operating revenue and began business in February 2021.
Changes, outlook, risks, and contingencies
- The filing has no prior-year comparable period; the company was formed in February 2021. Q2 net loss was $310,439 versus $25,307 for the first quarter, per the statements of changes in equity.
- Management expected available working capital and potential sponsor or insider borrowing capacity to fund operations through the earlier of a business combination or one year from the filing. Such loans are discretionary, not committed.
- The SPAC must complete a qualifying business combination by May 27, 2023 or redeem public shares and wind up. A target must generally represent at least 80% of trust net assets under the stated test; the post-transaction company must acquire control of the target. Public shareholders have redemption rights.
- The $9.625 million deferred underwriting commission is payable from the trust only if a business combination is completed. The trust is invested in U.S. government money-market investments or securities.
- Management stated COVID-19 could adversely affect the company or its target search, but the impact was not determinable. The filing states no material change to previously disclosed risk factors and no legal proceedings.
- Management concluded disclosure controls were effective as of June 30, 2021, with no material changes in internal control reported. The filing provides no business-combination target guidance or operating forecast.
Investor facts to verify
- Confirm the intended issuer: this filing is FWAC, not Mobile Infrastructure Corp.
- Reconcile the filing’s redeemable-share counts: the balance sheet reports 26,265,988, while MD&A elsewhere states 26,267,388.
- Verify the reported weighted-average redeemable Class A shares of 275,000,000; this figure appears inconsistent with the 27.5 million IPO shares.
- Check post-quarter share changes: the filing says the sponsor forfeited 312,500 Class B shares on August 9, 2021, while the cover reports 6,875,000 Class B shares outstanding as of that date.
- Assess the business-combination deadline, redemption mechanics, deferred underwriting fee, and reliance on discretionary sponsor financing.