Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related


            Audit Report or Completed Interim Review.

Following the filing of the quarterly report for the period ended September 30, 2021, filed with the SEC on November 12, 2021 (the "Original Filing"), Fifth Wall Acquisition Corp. III (the "Company"), having performed further assessment, concluded that, effective with its financial statements for the quarterly period ended September 30, 2021, it should restate its prior filed financial statements to classify all Class A ordinary shares subject to redemption as temporary equity. In accordance with guidance on redeemable equity instruments in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Previously, the Company had revised its financial statements to classify all Class A ordinary shares subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.

On February 23, 2022, the Company's management and the audit committee of the Company's board of directors (the "Audit Committee") concluded that the Company's previously issued (i) audited balance sheet as of May 27, 2021 (the "Post IPO Balance Sheet") and the audit report of WithumSmith+Brown, PC included in the Current Report on Form 8-K containing the Post IPO Balance Sheet, filed with the SEC on June 3, 2021; (ii) unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on July 7, 2021; (iii) unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021; and (iv) unaudited interim financial statements included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 12, 2021 (collectively, the "Affected Periods"), should be restated to (a) classify all Class A ordinary shares subject to possible redemption in temporary equity, and (b) to, where applicable, restate its earnings per share calculation to allocate income and loss shared pro rata between the two classes of shares. As such, the Company will restate its financial statements for the Affected Periods. The Post IPO Balance Sheet will be amended in a Current Report on Form 8-K/A, and the unaudited condensed financial statements for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021 will be amended in the Company's Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (the "Forms 10-Q/A"). Considering such restatement, such financial statements, as well as the relevant portions of any communication which describes or are based on such financial statements, should no longer be relied upon.

The restatement does not have an impact on the Company's cash position and cash held in the trust account established in connection with the IPO (the "Trust Account").

The Company's management has concluded that, in light of the errors described above, a material weakness existed in the Company's internal control over financial reporting during the Affected Periods and that the Company's disclosure controls and procedures were not effective during the Affected Periods. The Company's remediation plan with respect to such material weakness will be described in more detail in Item 4 of Part I to the Forms 10-Q/A.

The Audit Committee and the Company's management have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, PC, the Company's independent registered public accounting firm.





Forward-Looking Statements

This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as "believes," "expects," "intends," "plans," "estimates," "assumes," "may," "should," "will," "seeks," or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company's restatement of certain historical financial statements, the Company's cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

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