Filing Summary
Business Context and Reporting Period
This Form 8-K was filed by Fifth Wall Acquisition Corp. III, a Cayman Islands special purpose acquisition company, on February 15, 2023, regarding an event occurring February 13, 2023. Although the request metadata identifies Mobile Infrastructure Corp., the filing’s registrant is Fifth Wall Acquisition Corp. III.
Material Event
On February 13, 2023, Nasdaq notified the company that it was not in compliance with Nasdaq Listing Rule 5550(a)(3), the Minimum Public Holders Rule, which requires at least 300 public holders for continued listing on the Nasdaq Capital Market.
- The notice was a deficiency notification and did not constitute an imminent delisting determination.
- The company’s securities remained listed and trading on Nasdaq as of the filing.
- The company had 45 calendar days from the notice date to submit a compliance plan.
- If Nasdaq accepts the plan, it may grant an extension of up to 180 calendar days from the notice date to demonstrate compliance.
- If Nasdaq rejects the plan, the company may appeal to a Nasdaq Hearings Panel.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other financial metrics.
Guidance, Outlook, Risks, and Contingencies
The company stated that it intends to submit a plan within the required timeframe. Continued noncompliance could result in additional Nasdaq review, a hearing, and potentially delisting, although no delisting action was reported in this filing.
Key Facts to Verify
- Whether the company submitted its compliance plan within the 45-day deadline.
- Whether Nasdaq accepted the plan and granted an extension.
- Whether the company subsequently regained compliance with the 300-public-holder requirement.
- Any later Nasdaq delisting determination, appeal, or change in the securities’ trading status.