Filing summary
Important issuer mismatch: The supplied filing is for Fifth Wall Acquisition Corp. III, a SPAC—not Mobile Infrastructure Corp. The summary below reflects the filing text provided and should not be attributed to Mobile Infrastructure Corp without verification.
Business context and reporting period
This unaudited Form 10-Q covers February 19, 2021 (inception) through March 31, 2021. Fifth Wall Acquisition Corp. III was formed to pursue a business combination and had not begun operations by quarter-end. It expected no operating revenue before completing a combination.
Financial results and position
| Metric | Period or date | Amount |
|---|---|---|
| Revenue | Inception through March 31, 2021 | None reported |
| General and administrative expenses / net loss | Inception through March 31, 2021 | $25,307 |
| Basic and diluted loss per share | Inception through March 31, 2021 | $0.00 per share as presented |
| Cash and cash equivalents | March 31, 2021 | $0 |
| Total assets | March 31, 2021 | $204,174, all deferred offering costs |
| Current liabilities | March 31, 2021 | $204,481 |
| Working capital deficit | March 31, 2021 | Approximately $204,000 |
| Net cash used in operating and financing activities | Inception through March 31, 2021 | $0 in each category |
The filing provides no meaningful margin or debt-ratio metrics for this pre-operating SPAC. It reported $31,375 outstanding under a non-interest-bearing sponsor note at quarter-end; the note was repaid after the IPO closed.
Material changes and subsequent events
- There is no prior comparable operating period: the company was newly formed in February 2021.
- After quarter-end, on May 27, 2021, the company completed an IPO of 27.5 million public shares at $10 each, raising $275.0 million gross, and a sponsor private placement of 907,000 shares for approximately $9.1 million gross.
- Approximately $275.0 million was placed in the trust account. IPO offering costs were approximately $16.1 million, including approximately $9.6 million of deferred underwriting commissions.
- The underwriters’ partial exercise of the over-allotment option left 312,500 founder shares subject to forfeiture. The IPO proceeds and these transactions occurred after the March 31 reporting date.
Outlook, risks, and contingencies
- Management said available working capital and potential sponsor or affiliate borrowing were expected to fund needs through the earlier of a business combination or one year from the filing. Future working-capital loans were optional, not committed.
- The company had 24 months from the IPO closing—through May 27, 2023—to complete a business combination or redeem public shares and wind up.
- A proposed combination must meet the filing’s stated target-value and control requirements. Public shareholders generally have redemption rights; substantial redemptions could affect transaction funding.
- Management said COVID-19 could negatively affect the company or its target search, but the impact could not be determined and no related adjustment was recorded.
- The company disclosed sponsor-related transactions, including founder shares, possible future working-capital loans, and administrative services fees of up to $17,500 per month. No administrative-service amounts were accrued at March 31.
- The filing reported no legal proceedings and no material changes to the risk factors in its cited prospectus. Management concluded disclosure controls were effective as of March 31.
Key facts for investors to verify
- Confirm the intended issuer: the supplied 10-Q identifies Fifth Wall Acquisition Corp. III, not Mobile Infrastructure Corp.
- Verify that the IPO, private placement, trust funding, and note repayment are treated as post-quarter events rather than March 31 balances.
- Review the prospectus and subsequent filings for business-combination progress, redemption terms, sponsor financing, and the May 27, 2023 deadline.
- Check the filing’s founder-share and share-capitalization disclosures against later filings; the filing describes an April capitalization and subsequent forfeiture adjustment.