Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Trust Agreement

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2021, in connection with the initial public offering of Fifth Wall Acquisition Corp. III ("FWAC"), FWAC entered in an Investment Management Trust Agreement, dated May 24, 2021 (the "Trust Agreement") with Continental Stock Transfer & Trust Company ("Continental").

On May 25, 2023, FWAC and Continental entered into Amendment No. 1 to the Trust Agreement ("Amendment No. 1"). Amendment No. 1 amends the Trust Agreement for administrative purposes to allow for trust account proceeds to be held in an interest bearing deposit account.

The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 1, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1.

Item 8.01 Other Events.

On May 25, 2023, FWAC instructed Continental to liquidate the investments held in the trust account and move such cash proceeds to an interest bearing deposit account. As of the date hereof, interest earned on cash held in the trust account is approximately 4.00% per annum.

Item 9.01 Financial Statements and Exhibits




(d)  Exhibits.

Exhibit                                  Description

10.1          Amendment No. 1 to the Investment Management Trust Agreement, dated
            as of May 25, 2023, by and between Fifth Wall Acquisition Corp. III
            and Continental Stock Transfer & Trust Company

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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