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May 5, 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
Amendment No. 1 to Registration Statement on Form S-4
Filed April 11, 2023
File No. 333-269231
Dear Brendan Wallace:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our February 9, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed April 11, 2023
Q. What equity stake will current FWAC shareholders and MIC common stockholders hold. . .,
page 29
1.We acknowledge your revised disclosures in response to prior comment 9, and your
related revised disclosures elsewhere, such as on page 233.  To the extent correct, please
revise to clarify on page 233 and elsewhere as appropriate that you expect all the New
MIC common warrants to be exercised in connection with the business combination
transactions.

 FirstName LastNameBrendan Wallace
 Comapany NameFifth Wall Acquisition Corp. III
 May 5, 2023 Page 2
 FirstName LastName
Brendan Wallace
Fifth Wall Acquisition Corp. III
May 5, 2023
Page 2
Summary Risk Factors, page 63
2.We acknowledge your revised disclosures in response to prior comment 11, which state
that MIC's inability to comply with a financial covenant under its credit facility "may"
accelerate a default.  However, we note your disclosures elsewhere, which state that this
incompliance did actually result in an event of default, such as your statements on pages
87 and 328.  Please revise your summary disclosure here to address this inconsistency, to
specifically state that based on your expected financial performance, MIC expects there to
be another event of default, as you state on page 329, that the lender could accelerate the
maturity of your debt, and to state the outstanding amount as of a current date.  Please also
revise your disclosures as appropriate to state whether MIC is currently in default, and if
not, whether there was a cure or waiver of the default.
The Merger
Background of the Merger, page 179
3.We note your response to prior comment 15 and partially reissue the comment.  Please
revise to explain how the MIC board determined to enter into a transaction with Bombe in
connection with the 2019 process to explore potential strategic alternatives, as compared
to the other interested parties.  Additionally, to the extent material, please disclose
whether MIC may still be subject to some claims.  In this regard, we note that it appears
Mr. Shustek filed a breach of contract suit against MIC on March 6, 2023.  Please also
explain why the continuity of management became an important factor in considering
transactions.
4.We note your revised disclosure in response to prior comment 18, and that you state that
the initial draft of the non-binding letter of intent included "placeholders for merger
consideration."  Please further revise to clarify if there was any context provided to MIC
regarding the amount of proposed merger consideration being contemplated, such as a
range.  Similarly, in your discussion of the November 30 draft of the merger agreement on
page 187 regarding the placeholders for the proposed termination fee and expense
reimbursement, please revise to clarify if there was any context provided to MIC
regarding the proposed amount of the fee or reimbursement.  Please also explain how the
Exchange Ratio calculation was revised in the merger agreement draft in your discussion
about the drafts from December 8 to December 10.
Opinion of B. Riley Securities, Inc., page 198
5.We note your response to prior comment 23 and partially reissue the comment.  Please
revise the joint proxy statement/prospectus where appropriate to include the substance of
your explanation regarding why FFO was selected as a financial measure.  In this regard,
we note that FWAC shareholders may be unfamiliar with financial measures customarily
used by REITs.

 FirstName LastNameBrendan Wallace
 Comapany NameFifth Wall Acquisition Corp. III
 May 5, 2023 Page 3
 FirstName LastName
Brendan Wallace
Fifth Wall Acquisition Corp. III
May 5, 2023
Page 3
Permitted Purchases of FWAC Securities, page 238
6.We acknowledge your response to prior comment 28, and the corresponding revisions.
You state that none of the ancillary agreements contemplated by the Merger Agreement,
including the Sponsor Agreement, are at issue because there is no obligation for the
FWAC founders, advisors or their affiliates to repurchase shares thereunder.  However,
we note that to the extent any shares are purchased, the parties may be obligated by such
agreement to vote such shares in favor of the transaction.  For example, Section 5(g) of
the Sponsor Agreement requires shares newly acquired by the sponsor to be subject to the
voting requirements of the agreement to the same extent as if they were owned by the
sponsor as of the agreement date.  Please revise to clarify how such provisions would
comply with the requirements of Rule 14e-5 under the Exchange Act.
Concentration, page 309
7.We note your revised disclosure that you believe that the New Lease Structure will reduce
the risk of tenant operator defaults and that if a tenant operator terminates a lease you will
be able to find a suitable replacement with minimal disruption in operations because you
are aware of multiple suitable tenant operators in each jurisdiction in which your parking
facilities are located.  However, it appears that these factors may mitigate, but do not
eliminate the dependence on a single tenant caused by your tenant concentration.  Please
revise your disclosure accordingly or further explain why no revision is necessary.  In
addition, please revise your disclosure to include a statement referring investors to the
publicly-available website with SP Plus Corporation’s filings with the SEC.
Exhibits
8.We acknowledge your response to prior comment 30, and we note the opinions by
counsels that the mergers will qualify as a reorganization and that the domestication will
qualify as a reorganization.  Please ask counsels to provide updated opinions that also
opine on the material tax consequences to the shareholders.  For example, the tax opinion
relating to the domestication should be revised to also opine that neither gain nor loss will
be recognized for U.S. federal income tax purposes.
General
9.We acknowledge your response to prior comment 37.  However, we note your disclosure
that the limited partners of the Operating Partnership holding the requisite number of
common units executed written consents approving the merger and the conversion.  With
respect to the registration of shares issuable upon conversion or redemption of OP
common units held by such limited partners, please further explain how the registration of
such shares is consistent with Securities Act Section C&DI 239.13.
10.We note your response to comment 39, and your revised disclosures that each of Deutsche
Bank Securities Inc., Goldman Sachs & Co. LLC, and BofA Securities, Inc. has waived

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any claim to their deferred underwriting fees payable pursuant to the underwriting
agreement in connection with their underwriting services for your IPO that would
otherwise be due upon the closing of the business combination.  Please disclose how each
waiver was obtained, why the waiver was agreed to, and clarify FWAC’s current
relationship with each firm.  In this regard, please disclose any firm that has advised you
that it has resigned from, or ceased or refused to act in, any capacity with respect to the
proposed transaction with Mobile Infrastructure.  Please also provide similar disclosure
for any firm that has advised you that it has resigned from, or ceased or refused to act in,
any capacity with respect to any other business combination.
11.Please describe what relationship existed between each of Deutsche Bank, Goldman
Sachs, and BofA and FWAC after the close of the IPO, including any financial or merger-
related advisory services conducted by them.  For example, clarify whether any of these
firms had any role in the identification or evaluation of business combination targets.  To
the extent any of these firms had a role, please revise your Background section to discuss
the role.
12.Tell us whether Deutsche Bank, Goldman Sachs, or BofA was involved in the preparation
of any disclosure that is included in this registration statement, including any analysis
underlying disclosure in the registration statement.  If so, please revise to clarify their
involvement, whether they have retracted any work product associated with the
transaction, and the risk of such withdrawal and reliance on their expertise.  Further, to the
extent correct, please revise to clarify that they have affirmatively disclaimed any
responsibility for any of the disclosure in this registration statement.
13.Please tell us whether you are aware of any disagreements with Deutsche Bank, Goldman
Sachs, or BofA regarding the disclosure in your registration statement.  Further, please
add risk factor disclosure that clarifies that each of Deutsche Bank, Goldman Sachs, and
BofA was to be compensated, in part, on a deferred basis for its underwriting services in
connection with the SPAC IPO and such services have already been rendered, yet each
firm is waiving such fees and, to the extent correct, disclaiming responsibility for the
Form S-4 registration statement.  Clarify the unusual nature of such a fee waiver and the
impact of it on the evaluation of the business combination.
14.Disclose whether Deutsche Bank, Goldman Sachs, or BofA provided you with any
reasons for the fee waiver.  If there was no dialogue and you did not seek out the reasons
why the firm was waiving deferred fees, despite already completing their services, please
indicate so in your registration statement.  Further, revise the risk factor disclosure to
explicitly clarify that each firm has performed all its obligations to obtain the fee and
therefore is gratuitously waiving the right to be compensated.
15.Please provide us with any correspondence between FWAC and each of Deutsche Bank,
Goldman Sachs, and BofA relating to their resignation.
16.Please provide us with the engagement letter between FWAC and each of Deutsche Bank,
Goldman Sachs, and BofA.  Please disclose any ongoing obligations of FWAC pursuant

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May 5, 2023
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to the engagement letter that will survive the termination of the engagement, such as
indemnification provisions, rights of first refusal, and lockups, and discuss the impacts of
those obligations on the company in the registration statement.
17.Please revise your disclosure to highlight for investors that the withdrawal of Deutsche
Bank, Goldman Sachs, and BofA indicates that they do not want to be associated with the
disclosure or underlying business analysis related to the transaction.  In addition, revise
your disclosure to caution investors that they should not place any reliance on the fact that
these firms have been previously involved with the transaction.
            You may contact William Demarest at 202-551-3432 or Robert Telewicz at 202-551-
3438 if you have questions regarding comments on the financial statements and related
matters.  Please contact Benjamin Holt at 202-551-6614 or Dorrie Yale at 202-551-8776 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Evan M. D'Amico