Business context and reporting period
This is the unaudited Form 10-Q of Fifth Wall Acquisition Corp. III for the quarter ended September 30, 2021—not a filing identified as Mobile Infrastructure Corp. The company is a SPAC formed to pursue a business combination and had not begun operating activities by quarter-end. Its IPO closed May 27, 2021.
Key financial metrics
| Metric | Three months ended Sept. 30, 2021 | Inception through Sept. 30, 2021 |
|---|---|---|
| Operating revenue | None | None |
| Net loss | $355,054 | $690,800 |
| Trust investment income | $5,727 | $5,727 |
| Basic and diluted loss per share | $0.01, Class A and Class B | $0.03, Class A and Class B |
| Operating cash flow | Not separately presented | $(1,883,451) |
At September 30, 2021, total assets were $277.2 million, including $275.0 million in the Trust Account and $845,146 cash. Current liabilities were $224,329; total liabilities were $9.85 million, including $9.625 million of deferred underwriting commissions payable only upon a completed business combination. Management reported working capital of approximately $2.0 million. No Working Capital Loans were outstanding. The 27.5 million redeemable public shares, carried at $275.0 million, are classified as temporary equity rather than permanent shareholders’ equity.
Changes versus prior comparable period
The filing does not present a prior-year comparable quarter; the company was incorporated in February 2021. It reports the quarter and the period since inception. The company revised its presentation to classify all redeemable Class A shares as temporary equity, including a June 30 reclassification of $12.3 million from shareholders’ equity. The revision did not affect total assets, total liabilities, net loss, or loss per share.
Outlook, commentary, risks and unusual items
- Management said available working capital and potential, but uncommitted, sponsor or affiliate borrowing should fund needs through the earlier of a business combination or one year from the filing. The company reported no specific target or transaction guidance.
- The SPAC must complete a business combination by May 27, 2023 or redeem public shares and wind up. Shareholders may redeem shares in connection with a transaction, subject to the charter terms.
- Management noted that COVID-19 could adversely affect the company’s financial position, operations, or target search, but the impact was not determinable. No related adjustment was recorded.
- Management reported disclosure controls were effective and no material changes in internal control during the quarter. No legal proceedings were reported; risk factors were unchanged from the prospectus.
- The $9.625 million deferred underwriting fee is contingent on completing a business combination. Sponsor indemnification for certain third-party claims against the Trust Account has stated limitations.
Important facts for investors to verify
- Confirm the intended issuer: the supplied filing is for Fifth Wall Acquisition Corp. III, not Mobile Infrastructure Corp.
- Review the Trust Account balance, redemption rights, and May 27, 2023 business-combination deadline.
- Assess the temporary-equity accounting revision and its effect on reported shareholders’ deficit and share presentation.
- Confirm the company’s liquidity outlook, including the fact that potential sponsor loans are not committed.
- Evaluate the contingent underwriting commission and limitations on sponsor indemnification of Trust Account claims.