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United States securities and exchange commission logo
February 9, 2023
Brendan Wallace
Chief Executive Officer
Fifth Wall Acquisition Corp. III
1 Little West 12th Street
4th Floor
New York, NY 10014
Re:Fifth Wall Acquisition Corp. III
Registration Statement on Form S-4
Filed January 13, 2023
File No. 333-269231
Dear Brendan Wallace:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed January 13, 2023
Cover Page
1.Revise your disclosure regarding the exchange ratio to more clearly explain the term and
to provide stockholders with a better understanding of the expected exchange ratio or
range. Revise to disclose the expected ownership percentages following the transactions
of the FWAC stockholders, MIC stockholders, the sponsor and its affiliates, and related
parties, both inclusive and exclusive of financing transactions.
Frequently Used Terms, page 2
2.Although we do not object to the inclusion of the glossary, please revise to ensure that
your disclosures are in plain English and are clear without frequent reliance on defined

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terms or reference to other documents. As examples only, it is not clear why there is a
need for a defined term of "Agreement End Date" when it is defined as just a date, or why
the first portion of the definition "Exchange Ratio" refers to a formula to calculate a
quotient rather than stating the resulting amount.
3.Please revise your disclosure to clarify that adjusted funds from operations (AFFO) and
funds from operations (FFO) is each a non-GAAP measure. In addition, revise the
definition of "Bombe", both here and at first use, to clearly explain the affiliation of such
entity with Mr. Chavez, MIC's CEO. Please revise the definition of "Initial PIPE
Investor," here, as well as in the letter to FWAC shareholders and MIC stockholders, to
clarify that it is controlled by Mr. Osher, a director of MIC, and similarly revise
disclosures on pages 26 and 189.
Market and Industry Information, page 15
4.We refer to your statements that there can be no assurance as to the accuracy of or
completeness of third-party information, and that you have not independently verified any
third-party information.  These statements imply an inappropriate disclaimer of
responsibility with respect to this information. Please either delete these statements or
specifically state that you are responsible for such information.
Questions and Answers
Q. How many votes do I have?, page 22
5.In your discussion of FWAC votes, please revise to clarify here that as a result of various
agreements, only approximately 3.8% of the outstanding FWAC Class A shares held by
public shareholders must vote in favor of the Merger Proposal in order for it to be
approved. With respect to the MC shares, to the extent correct, revise to specify that the
33.8% shares beneficially owned by MIC directors and officers are subject to a voting
agreement.
Q. Do any of FWAC's directors or officers have interests that may conflict...?, page 24
6.We note that certain shareholders agreed to waive their redemption rights.  Please describe
any consideration provided in exchange for this agreement.
7.Please revise to quantify the aggregate dollar amount, if any, of working capital loans
extended to FWAC.  Also quantify out-of-pocket expenses incurred by FWAC's officers
and directors and their affiliates for which they are awaiting reimbursement.  Please revise
similar disclosure in your prospectus summary on pages 52-53 and in the section
discussing the merger on pages 213-214.
Q. What equity stake will current FWAC shareholders...?, page 27
8.We note the sensitivity tables on pages 27 and 28, including a table row item labeled
"Additional PIPE Investors" that appears to assume an additional $50 million in PIPE

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investments.  Similarly, we note disclosure regarding the sources and uses of funds for the
merger on pages 215-216 that appears to assume an additional $50 million in PIPE
investments.  Please revise where appropriate to disclose whether you have initiated
substantive discussions regarding any additional PIPE investments.  Identify the additional
PIPE counterparty(ies), including their relationship to you, your sponsor, or MIC, disclose
the material terms of the pending additional PIPE investment(s), and highlight material
differences in the terms and price of securities issued at the time of the FWAC IPO as
compared to these contemplated investments.
9.We note that the presented information excludes shares of New MIC common stock to be
issued upon exercise of the New MIC common warrants. Please explain to us the rationale
for this exclusion.
Questions and Answers about the MIC Meeting, page 39
10.Add a Q&A explaining the proposals for which you seek approval from MIC
stockholders, similar to the Q&A beginning on page 32 for FWAC stockholders.
Summary Risk Factors, page 56
11.Please revise your summary risk factors to provide additional specificity as follows:
•Expand on the third bullet to disclose the amount of net loss for the prior two fiscal
years.
•Add a bullet to disclose the risk of not being in compliance with financial covenants
under MIC's revolving credit facility, as you further explain on page 81, which in turn
may lead to an event of default. In this regard, we note that you state MIC currently
expects it will not be in compliance with a financial covenant under the facility,
which would lead to an event of default, and that if MIC's auditor includes a "going
concern" explanatory paragraph in its report for MIC's financial statements for the
year ending December 31, 2022, then this may also accelerate a default. Disclose the
outstanding balance under this facility as of a recent date.
"New MIC may be subject to a new 1% U.S. federal excise tax....", page 112
12.We note the discussion of the Inflation Reduction Act on page 112 and the statement
that the Excise Tax "could reduce the amount of cash available...such that the per-share
redemption amount received by redeeming holders of New MIC Common Stock may be
less than $10.00 per share."  This appears to suggest that the proceeds held in the trust
account could be subject to the Excise Tax, and that the redeeming holders will therefore
receive a smaller amount from redemptions.  Please also revise to explain whether there is
a risk that non-redeeming shareholders would bear the economic impact of the excise tax.
In this regard, we note your disclosures elsewhere in the prospectus, such as on page 233,
that assume redemption prices would be $10 per share.

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Risks Related to Ownership of New MIC's Securities Following the Merger
"Holders of New MIC Preferred Stock will have dividend, liquidation and other rights....", page
114
13.Please expand your disclosure to quantify the accrued and unpaid dividends on the MIC
series A preferred stock and MIC series 1 preferred stock, respectively, as of the most
recent practicable date, and state whether you expect to pay such amounts in connection
with the transactions.
Proposal 2 - The Domestication Proposal
Vote Required for Approval, page 140
14.Please revise to disclose, if true, that under the terms of FWAC's memorandum and
articles of association, holders of FWAC Class B Shares shall have ten votes for each
FWAC Class B Share held, as you indicate on page 22, and holders of FWAC Class A
Shares shall have one vote for each FWAC Class A Share held.
The Merger
Background of the Merger, page 167
15.Expand the discussion in the fourth paragraph on page 167 to explain whether the MIC
board re-engaged with the four interested parties from the 2019 process, and if not, why it
determined not to do so. We note that MIC received proposals from six potential investors
and engaged in substantive negotiations with three interested parties, one of which is
Bombe. Revise to explain what factors the MIC board considered in determining to move
forward with negotiations with the three interested parties, and how it then further
determined to enter into a transaction with Bombe. We also note your disclosure in Note
M on page F-58 regarding settlement of litigation that occurred as a result of this
transaction. Please revise to disclose the nature of the litigation claims addressed in the
settlement agreement, and what consideration the MIC board gave to the litigation and the
settlement as part of its consideration of potential transactions. Disclose whether MIC may
still be subject to some claims and clarify the extent to which any assigned claims or other
value may still be transferred or received.
16.We refer to your statement on page 168 that FWAC met with approximately 52 potential
targets, and conducted additional due diligence with 12 companies.  Please expand your
discussion to explain the factors considered by the FWAC board in determining to contact
these 52 companies, and how it determined to conduct additional diligence with respect to
the 12 companies. In addition, explain whether FWAC entered into any type of
arrangement (e.g., a preliminary letter of intent or a confidentiality agreement) with any of
these companies.  You should include a discussion of the industry of the
twelve companies, why the FWAC board determined not to further pursue discussions
with these companies, and when such determinations occurred.

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17.Please revise your disclosure on page 170 to identify the financial advisor who identified
MIC as a potential acquisition target. In addition, expand your discussion to explain what
factors the FWAC board considered in determining to execute a non-disclosure agreement
with MIC and what was discussed at the August 2, 2022 meeting.
18.We note your references throughout pages 170-174 to the transaction consideration, or
valuation, for MIC. Please revise to clarify when the original valuation was
established, why the valuation changed over time, and what the final valuation included,
as well as explaining negotiations regarding the forfeiture of shares by the sponsor.  For
example, please clarify whether the initial draft non-binding letter of intent sent on
September 23, 2022 proposed financial terms for the potential business combination, and
if so, specify such terms.  In addition, please explain why the valuation changed as a result
of meetings and discussions held between October 10, 2022, when the parties executed a
non-binding term sheet including transaction consideration, and November 18, 2022,
when the parties executed an updated non-binding letter of intent including updated
transaction consideration.  Finally, please specify the components of the final transaction
consideration, and explain any material changes and the reasons for such changes as
compared to the November 18 transaction consideration.  In this regard, we note
certain statements in the press release filed by FWAC under Form 8-K on December 14,
2022, including that "FWAC’s sponsor has agreed to defer a portion of its founder shares
in an earn-out with vesting at significant premiums to FWAC’s current share price
[and]...a portion of the FWAC Sponsor’s founder shares will be cancelled for no
consideration."
19.Please substantially revise your disclosures in this section to identify the material terms
negotiated for the non-binding letter of intent and term sheet, merger agreement and
ancillary agreements, and how they evolved, including by quantifying the termination fee
and expense reimbursement included in the initial draft of the merger agreement sent on
November 30, 2022.
Recommendation of the FWAC Board and Its Reasons for the Merger and the Other
Transactions, page 174
20.We note your disclosure on page 174 that the FWAC board, in reaching its resolution to
recommend that FWAC's shareholders adopt the merger agreement and approve the
merger, consulted with FWAC's financial advisors.  Please identify FWAC's financial
advisors and disclose the following:
•any fees the financial advisors will receive upon completion of the
business combination and any amounts that are contingent upon completion of the
transaction;
•any additional services the financial advisors or their affiliates provided in connection
with the transaction (such as for any PIPE transaction related to the de-SPAC
transaction), the related fees, and whether those fees are conditioned on the
completion of the transaction;

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•any services the financial advisors have provided to MIC or affiliates of the parties.
21.Please revise to address how the FWAC board took into account MIC's Up-C structure in
recommending the transaction to FWAC stockholders for their approval.  In this regard,
we note Ms. Hogue's references to the Up-C structure in the video transcripts filed by
FWAC pursuant to Rule 425 on January 17, 2023.  We also note references to the Up-C
structure on pages 43 and 50 of the investor presentation filed by FWAC under Form 8-K
on January 13, 2023.
Opinion of B. Riley Securities, Inc., page 181
22.Please revise to reconcile your disclosure regarding net asset value (NAV).  In this regard,
we note your risk factor disclosure on page 72 that investors should not rely onMIC's
estimated NAV per share as being an accurate measure of the current value of the shares
of MIC common stock.  However, B. Riley relied in part on NAV analyses to assess the
fairness of the exchange ratio to MIC's common stockholders from a financial point of
view, and you state on page 184 that "MIC believes that an NAV analysis may also be of
significance to stockholders and other market participants...." We also note your statement
on page 176 that the FWAC board reviewed third-party appraisals that served as the basis
for MIC's most recent NAV per share, and your disclosure on page 187 that MIC had
engaged CBRE, Inc. to conduct the appraisal.
23.Please revise to define FFO and explain why it was selected as a financial measure as
opposed to alternative measures, such as net income calculated in accordance with
GAAP.
24.Please revise to disclose note 1 and note 2 from the graphic included on page 185.
25.Please revise your disclosure on page 187 to specify the indicative range of the NAV of
MIC and the implied per share value reference ranges for MIC calculated by B. Riley.
Certain MIC Projected Financial Information
Unaudited Financial Information, page 209
26.Please expand your disclosure of the non-GAAP financial measures used in your
projections to more fully describe the nature