Filing Overview
Registrant: Fifth Wall Acquisition Corp. III, not Mobile Infrastructure Corp. The Form 8-K was filed on February 23, 2022, under Item 4.02 regarding non-reliance on previously issued financial statements or related audit work.
Business Context and Reporting Period
The company was a special-purpose acquisition company with Class A ordinary shares listed on Nasdaq under the symbol FWAC. Management and the audit committee concluded that previously issued financial statements for the post-IPO period and quarters ended March 31, June 30, and September 30, 2021 require restatement.
Financial Reporting and Key Metrics
- All Class A ordinary shares subject to possible redemption will be classified as temporary equity rather than permanent equity.
- The company will revise its earnings-per-share calculation, where applicable, to allocate income and losses pro rata between the Class A and Class B share classes.
- The filing does not provide revised revenue, profit, cash flow, margin, debt, or liquidity amounts.
- Management stated that the restatement will not affect the company’s cash position or cash held in the IPO trust account.
Material Changes Versus Prior Filings
The company determined that its previously issued audited balance sheet as of May 27, 2021, related audit report, and interim financial statements for the three 2021 quarterly periods should no longer be relied upon. The post-IPO balance sheet will be amended through a Form 8-K/A, and the quarterly financial statements will be amended through Forms 10-Q/A.
Management Commentary, Risks, and Unusual Items
- Management and the audit committee identified errors in the classification of redeemable Class A shares and, where applicable, the allocation of earnings and losses between share classes.
- The company concluded that a material weakness existed in internal control over financial reporting during the affected periods.
- Disclosure controls and procedures were determined to be ineffective during the affected periods.
- The company plans to describe its remediation measures in the amended quarterly filings.
- The audit committee and management discussed the matters with WithumSmith+Brown, PC, the independent registered public accounting firm.
- The principal risk is reliance on previously issued financial statements and related communications before the amended filings are completed. The filing does not identify an effect on cash or trust-account balances.
Investor Verification Checklist
- Verify the amended post-IPO balance sheet in the Form 8-K/A.
- Review the Forms 10-Q/A for the revised temporary-equity classification and earnings-per-share presentation.
- Confirm whether the amended filings identify any additional effects on accumulated deficit, additional paid-in capital, or share balances.
- Review management’s remediation plan for the material weakness and ineffective disclosure controls.
- Confirm the trust-account balance and cash position in the amended filings.