Item 1.01 Entry into a Material Definitive Agreement.

Business Combination

As disclosed under the sections entitled "Proposal No. 1-The Business Combination Proposal," "The Business Combination" and "The Merger Agreement" beginning on pages 85, 187 and 215, respectively, of the definitive proxy statement/prospectus (the "Proxy Statement/Prospectus") filed with the Securities and Exchange Commission (the "SEC") by FWAA on August 6, 2021, FWAA entered into a Merger Agreement dated April 21, 2021 (as amended by Amendment No. 1 to Merger Agreement, dated July 23, 2021, the "Merger Agreement"), with Einstein Merger Corp. I., a wholly-owned subsidiary of FWAA ("Merger Sub"), and SmartRent.com, Inc., now known as SmartRent Technologies, Inc. ("Legacy SmartRent"). Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy SmartRent, with Legacy SmartRent surviving the merger as a wholly owned subsidiary of the Company (the "Business Combination" and, together with the other transactions contemplated by the Merger Agreement, the "Transactions").

On August 23, 2021, FWAA held a special meeting of stockholders (the "Special Meeting"), at which the FWAA stockholders considered and adopted, among other matters, a proposal to approve the Business Combination, including (a) adopting the Merger Agreement and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in the Proxy Statement/Prospectus.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, following the Special Meeting, on August 24, 2021 (the "Closing Date"), the Transactions were consummated (the "Closing").

Item 2.01 of this Report discusses the consummation of the Transactions and the entry into agreements relating thereto and is incorporated herein by reference.

Registration Rights Agreement

On August 24, 2021, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, SmartRent, Fifth Wall Acquisition Sponsor, LLC ("Sponsor") and certain stockholders of Legacy SmartRent entered into that certain Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement"). The material terms of the Registration Rights Agreement are described in the section of the Proxy Statement/Prospectus beginning on page 233 entitled "Other Agreements-Registration Rights Agreement." Such description is qualified in its entirety by the text of the Registration Rights Agreement, which is included as Exhibit 10.1 to this Report and is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

As described above, on August 23, 2021, FWAA held the Special Meeting, at which the FWAA stockholders considered and adopted, among other matters, a proposal to approve the Merger Agreement and the Transactions. On August 24, 2021, the parties consummated the Business Combination. In connection with the Closing, the Company changed its name from Fifth Wall Acquisition Corp. I to SmartRent, Inc.





                                     - 2 -

--------------------------------------------------------------------------------

Holders of 246 shares of FWAA's Class A common stock sold in its initial public offering (the "Initial Shares") properly exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from FWAA's initial public offering, calculated as of two business days prior to the consummation of the Business Combination. Each such share was redeemed for approximately $10.00 per share, or $2,460 in the aggregate.

As a result of the Business Combination, each share of Legacy SmartRent common stock was converted into the right to receive approximately 4.8846 shares of the Company's Class A common stock, par value $0.0001 per share ("Common Stock").

Additionally, the shares of FWAA Class B common stock held by Sponsor and FWAA's independent directors automatically converted to 8,625,000 shares of Common Stock.

Pursuant to subscription agreements entered into in connection with the Merger Agreement (collectively, the "Subscription Agreements"), certain investors agreed to subscribe for an aggregate of 15,500,000 newly-issued shares of Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $155,000,000 (the "PIPE Investment"). At the Closing, the Company consummated the PIPE Investment.

After giving effect to the Transactions, the redemption of Initial Shares as described above, and the consummation of the PIPE Investment there are currently 193,716,196 shares of Common Stock issued and outstanding.

The Common Stock commenced trading on the New York Stock Exchange (the "NYSE") under the symbol "SMRT" on August 25, 2021.

As noted above, an aggregate of $2,460 was paid from the Company's trust account to holders that properly exercised their right to have Initial Shares redeemed, and the remaining balance immediately prior to the Closing of approximately $345.0 million remained in the trust account. The remaining amount in the trust account was used to fund the Business Combination.





                                     - 3 -
. . .

Item 2.02 Results of Operations and Financial Condition.

On August 30, 2021, the Company issued a press release reporting second quarter results for fiscal 2021. A copy of the press release is furnished as Exhibit 99.4 to this Report and is incorporated into this Item 2.02 by reference.

The information in this Item 2.02, including Exhibit 99.4, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), except as shall be expressly set forth in such filing.

Item 3.02. Unregistered Sales of Equity Securities.

At the Closing, the Company consummated the PIPE Investment. The disclosure under Item 2.01 of this Report relating to the PIPE Investment is incorporated into this Item 3.02 by reference.

The Company issued the foregoing securities under Section 4(a)(2) of the Securities Act, and/or Rule 506 of Regulation D promulgated under the Securities Act, as a transaction not requiring registration under Section 5 of the Securities Act. The parties receiving the securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution, and appropriate restrictive legends were affixed to the certificates representing the securities (or reflected in restricted book entry with the Company's transfer agent). The parties also had adequate access, through business or other relationships, to information about the Company.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 to this Report is incorporated herein by reference.

Item 4.01 Changes in Registrant's Certifying Accountant.

(a) Dismissal of independent registered public accounting firm.

On August 24, 2021, the Audit Committee dismissed WithumSmith+Brown, PC, FWAA's independent registered public accounting firm prior to the Business Combination, as the Company' independent registered public accounting firm.

The report of WithumSmith+Brown, PC on the financial statements of FWAA as of December 31, 2020, and for the period from November 23, 2020 (inception) through December 31, 2020 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainties, audit scope or accounting principles.

During the period from November 23, 2020 (inception) through December 31, 2020 and the subsequent interim period through June 30, 2021, there were no disagreements between FWAA and WithumSmith+Brown, PC on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of WithumSmith+Brown, PC, would have caused it to make reference to the subject matter of the disagreements in its reports on FWAA's financial statements for such period.

During the period from November 23, 2020 (inception) through December 31, 2020 and the subsequent interim period through June 30, 2021, there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).





                                     - 13 -

--------------------------------------------------------------------------------

The Company has provided WithumSmith+Brown, PC with a copy of the foregoing disclosures and has requested that WithumSmith+Brown, PC furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company set forth above. A copy of WithumSmith+Brown, PC's letter, dated August 27, 2021, is filed as Exhibit 16.1 to this Report.

(b) Disclosures regarding the new independent registered public accounting firm.

On August 24, 2021, the Audit Committee approved the engagement of Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements as of and for the year ending December 31, 2021 subject to Deloitte's completion of its standard client acceptance procedures. Deloitte served as the independent registered public accounting firm of Legacy SmartRent. During the years ended December 31, 2020 and December 31, 2019 and the subsequent interim period through June 30, 2021, the Company did not consult with Deloitte with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us by Deloitte that was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other matter that was the subject of a disagreement or a "reportable event."

Item 5.01. Changes in Control of the Registrant.

The information set forth above under Item 1.01 and Item 2.01 of this Report is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

The information set forth above in the sections entitled "Directors and Officers," "Executive Compensation," "Certain Relationships and Related Transactions" and "Indemnification of Directors and Officers" in Item 2.01 to this Report is incorporated herein by reference.

As previously disclosed, at the Special Meeting, the stockholders of FWAA considered and approved the Equity Incentive Plan and ESPP which became effective immediately upon the Closing. Descriptions of the Equity Incentive Plan and the ESPP are included in the Proxy Statement/Prospectus in the sections entitled "Proposal No. 6-The Equity Incentive Plan Proposal" beginning on page 95 thereof and "Proposal No. 7-The Employee Stock Purchase Plan Proposal" beginning on page 105 thereof, which are incorporated herein by reference.

The foregoing description of the Equity Incentive Plan and ESPP is qualified in its entirety by the full text of the Equity Incentive Plan and the ESPP and the related forms of award agreements under the Equity Incentive Plan, which are attached hereto as Exhibits 10.9 and 10.10, respectively, and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On August 24, 2021, in connection with the consummation of the Transactions, the Company amended and restated its second amended and restated certificate of incorporation, effective as of the Closing (the "A&R Charter"), and amended and restated its bylaws (as amended, the "A&R Bylaws") effective as of the Closing.

Copies of the A&R Charter and the A&R Bylaws are attached as Exhibit 3.1 and Exhibit 3.2 to this Report, respectively, and are incorporated herein by reference.

The material terms of each of the A&R Charter and the A&R Bylaws and the general effect upon the rights of holders of the Company's capital stock are included in the Proxy Statement/Prospectus under the sections entitled "Proposal No. 2-The Charter Proposal," "Proposal No. 3-The


                                     - 14 -

--------------------------------------------------------------------------------

Governance Proposal," "Comparison of Stockholders' Rights" and "Description of Capital Stock of the Post-Combination Company" beginning on pages 86, 89, 243, and 270 of the Proxy Statement/Prospectus, respectively, which are incorporated herein by reference.

Item 5.06 Change in Shell Company Status.

As a result of the Business Combination, the Company ceased being a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the section entitled "Proposal No. 1-The Business Combination Proposal" beginning on page 85 thereof, which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 of this Report.

Item 9.01. Financial Statement and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited consolidated financial statements of Legacy SmartRent as of and for the years ended December 31, 2020 and 2019 and the unaudited consolidated financial statements of Legacy SmartRent as of and for the three months ended March 31, 2021 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-30 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

The unaudited condensed consolidated financial statements of Legacy SmartRent as of and for the three and six months ended June 30, 2021 are set forth in Exhibit 99.1 hereto and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2020 and as of and for the three months ended March 31, 2021 is included in the Proxy Statement/Prospectus in the section entitled "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 65 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

The unaudited pro forma condensed combined financial information of the Company for the six months ended June 30, 2021 are set forth in Exhibit 99.2 hereto and are incorporated herein by reference.

(d) Exhibits.

© Edgar Online, source Glimpses