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June 3, 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. 2 to Registration Statement on Form S-4
Filed May 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 May 5, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed May 11, 2023
Q. What equity stake will current FWAC shareholders and MIC common stockholders hold...,
page 31
1.We note your response to comment 1, including your disclosure that the New MIC
warrant may be exercised by Color Up, the sole holder, immediately following the closing
of the merger; and that Color Up has informed MIC that it currently does not expect to
exercise the New MIC warrant in connection with the closing of the merger.  However,
we also note disclosure regarding the sources and uses of funds for the merger on pages
241-242 that appears to assume an additional $20 million in New MIC common warrants,
which amount appears to correspond to the exercise of the MIC common stock warrant (to

 FirstName LastNameBrendan Wallace
 Comapany NameFifth Wall Acquisition Corp. III
 June 3, 2023 Page 2
 FirstName LastName
Brendan Wallace
Fifth Wall Acquisition Corp. III
June 3, 2023
Page 2
be assumed by New MIC in the merger) described on page 394.  Please revise or advise to
explain this discrepancy.

Exhibits
2.We acknowledge the revised opinions from counsel. However, we note that each revised
opinion states that the opinions are subject to the assumptions and qualifications set forth
in the section titled “U.S. Federal Income Tax Considerations,” and that such section
contains inappropriate assumptions. For example, the opinion set forth in Exhibit 8.1
opines that the Domestication will qualify as a “reorganization" within the meaning of
section 368(a)(l)(F) of the Code, but the referenced section in the registration statement
refers to an assumption that the domestication qualifies as such a reorganization. The
opinion in Exhibit 8.2 opines that the mergers will qualify as a reorganization described in
Section 368(a) of the Code, but the referenced section in the filing also refers to an
assumption that the merger qualifies as a reorganization. Accordingly, please revise the
referenced section of the registration statement to remove all such inappropriate
assumptions, or have counsel further revise the opinions to not reference such
assumptions.
            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