Item 8.01. Other Events.
On May 27, 2021, Fifth Wall Acquisition Corp. III (the "Company") consummated an
initial public offering (the "IPO") of 27,500,000 Class A ordinary shares of the
Company, $0.0001 par value (the "Class A Ordinary Shares"), including 2,500,000
Class A Ordinary Shares as a result of the partial exercise by the underwriters
of the IPO of the 45-day option to purchase up to an aggregate of 3,750,000
additional Class A Ordinary Shares to cover over-allotments, if any granted to
the underwriters of the IPO by the Company, at an offering price of $10.00 per
share and a private placement with Fifth Wall Acquisition Sponsor III LLC (the
"Sponsor") of 907,000 Class A Ordinary Shares, at a price of $10.00 per share
(the "Private Placement"). The proceeds from the IPO, together with certain of
the proceeds from the Private Placement, totaling $275,000,000 in the aggregate
(the "Offering Proceeds"), were placed in a trust account established for the
benefit of the Company's public shareholders and the underwriters of the IPO,
with Continental Stock Transfer & Trust Company acting as trustee.
Except with respect to interest earned on the Offering Proceeds held in trust
that may be released to the Company to pay taxes (less up to $100,000 of
interest to pay dissolution expenses), the Company's amended and restated
memorandum and articles of association, subject to the requirements of law and
regulation, provides that none of the funds held in the trust account will be
released from the trust account until the earliest of (i) the completion of the
Company's initial business combination, (ii) the redemption of the Company's
Class A Ordinary Shares if the Company is unable to consummate an initial
business combination within 24 months from the closing of the IPO, subject to
applicable law, or (iii) the redemption of the Company's Class A Ordinary Shares
properly submitted in connection with a shareholder vote to approve an amendment
to the Company's amended and restated memorandum and articles of association to
modify the substance or timing of its obligation to allow redemption in
connection with its initial business combination or to redeem 100% of the
Company's Class A Ordinary Shares if the Company has not consummated an initial
business combination within 24 months from the closing of the IPO or with
respect to any other provisions relating to shareholders' rights or pre-initial
business combination activity.
An audited balance sheet as of May 27, 2021 reflecting receipt of the Offering
Proceeds has been issued by the Company and is included as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Audited Balance Sheet as of May 27, 2021.
104 Cover Page Interactive Data File (embedded within the XBRL document)
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