Business Context and Reporting Period
This Form 8-K was filed on May 28, 2021 by Fifth Wall Acquisition Corp. III, a Cayman Islands blank-check company, and reports events occurring primarily on April 15 through May 27, 2021. The filing does not identify Mobile Infrastructure Corp. as the registrant.
The company completed its initial public offering on May 27, 2021 and intends to pursue an initial business combination. The Registration Statement became effective on May 24, 2021.
Key Financial and Capitalization Metrics
| Metric | Reported amount or detail |
|---|---|
| Public Class A shares issued | 27,500,000 |
| IPO price | $10.00 per share |
| Gross IPO proceeds | $275,000,000 |
| Private placement shares | 907,000 Class A shares sold to the Sponsor |
| Private placement proceeds | $9,070,000 |
| Trust account deposit | $275,000,000, including the underwriters’ deferred discount of $9,625,000 |
| Operating results and cash flow | The filing does not provide revenue, profit, operating cash flow, margins, or comparable-period results. |
| Debt and liquidity | No debt balance or broader liquidity measure is reported. IPO and certain private-placement proceeds were placed in the trust account. |
Material Changes and Corporate Actions
- The IPO included the underwriters’ partial exercise of their 45-day over-allotment option for 2,500,000 shares. The remaining option covered up to 3,750,000 additional shares.
- The Sponsor purchased 907,000 Class A shares in a private placement without underwriting discounts or commissions.
- On April 15, 2021, Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis, and Amanda Parness joined the board. Board committee assignments became effective May 21, 2021.
- On May 24, 2021, the Sponsor transferred 30,000 Class B shares to each of the four new directors as compensation for board service.
- The company adopted amended and restated memorandum and articles of association effective May 24, 2021.
Outlook, Risks, and Unusual Items
- The company has 24 months from the IPO closing to complete an initial business combination. If it does not do so, public shares are generally subject to redemption, subject to applicable law.
- Trust-account funds are restricted until the earliest of completion of the initial business combination, specified shareholder-approved amendments and related redemptions, or failure to complete a business combination within the 24-month period.
- Interest earned in the trust account may be released to pay franchise and income tax obligations.
- The Sponsor’s private-placement shares are subject to transfer restrictions, generally prohibiting transfer until 30 days after completion of the initial business combination, except for permitted transfers.
- The Letter Agreement requires the Sponsor, directors, and executive officers to vote their shares in favor of the initial business combination and includes liquidation, transfer-restriction, and indemnification provisions.
- The filing contains no operating-company revenue guidance, earnings outlook, margin forecast, or management forecast.
Facts an Investor Should Verify
- Confirm the registrant’s identity: the filing is for Fifth Wall Acquisition Corp. III, not Mobile Infrastructure Corp.
- Verify the final number of public shares issued, including the partial over-allotment exercise, and the number of Sponsor-held private-placement and Class B shares.
- Review the trust agreement for redemption rights, permitted withdrawals, and the 24-month business-combination deadline.
- Assess dilution, voting rights, transfer restrictions, and sponsor/director incentives under the amended articles, Letter Agreement, and related agreements.
- Review the underwriting agreement and deferred discount terms to reconcile gross proceeds with the $275 million trust-account deposit.