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June 30, 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. 3 to Registration Statement on Form S-4
Filed June 16, 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.
Amendment No. 3 to Registration Statement on Form S-4
Q. What equity stake will current FWAC shareholders . . . ?, page 31
1.We refer you to your response to prior comment 8 in your letter, dated April 10, 2023.
Please revise here, and elsewhere as appropriate, to highlight the material differences in
the terms and price of FWAC Class A Common Stock as compared to the Series 2
Preferred Stock.  To the extent material, please also discuss any downward pricing
pressure that may result from the conversion of the Series 2 Preferred Stock to New MIC
Common Stock post-business combination.  In this regard, we note that it appears the
Series 2 Preferred Stock will be issued at a discount relative to the public FWAC Class A
Common Stock.

 FirstName LastNameBrendan Wallace
 Comapany NameFifth Wall Acquisition Corp. III
 June 30, 2023 Page 2
 FirstName LastName
Brendan Wallace
Fifth Wall Acquisition Corp. III
June 30, 2023
Page 2
2.We refer to your revised disclosures that your Preferred PIPE investors include entities
controlled by Mr. Osher, a director of MIC, and an entity controlled by Mr. Chavez and of
which Ms. Hogue is a member, each of whom is a MIC director and officer.  We also note
that the line in the table depicting the ownership of MIC Directors and Officers excludes
this PIPE investment.  Please revise here, and elsewhere as appropriate, including the risk
factor on page 81, to more clearly explain the full ownership percentage of the MIC
directors and officers following the conversion of the preferred stock.  In addition, please
revise to add disclosure regarding whether New MIC, following the PIPE investment and
the conversion of the preferred stock, will be considered a "controlled" company, and if
so, please add corresponding disclosures about the significance of this status, or advise.
Unaudited Pro Forma Condensed Combined Financial Information
Pipe Investment, page 262
3.We note that pro forma adjustment (I) to your Unaudited Pro Forma Condensed
Consolidated Balance Sheet reflects the conversion of Preferred Stock issued to Preferred
PIPE Investors into New MIC Common Stock.  Please clarify how you determined the
Preferred Stock should be reflected as if it had been converted.  In your response, please
clarify whether the merger between FWAC and MIC represents a change in control under
the Preferred Subscription Agreement.  Finally, please tell us how you considered the
need to reflect dividends payable to Preferred PIPE Investors in your pro forma financial
statements.
Exhibits
4.We refer to the legal opinion filed as Exhibit 5.1. Please revise to remove any assumptions
of material facts underlying the opinion.  For example, we note counsel has assumed that
"upon the issuance of any of the shares of Common Stock, the total number of shares of
Common Stock issued and outstanding will not exceed the total number of shares of
Common Stock that the Company is then authorized to issue under the Articles of
Incorporation."  See Item II.B.3.a. of Staff Legal Bulletin No. 19.
            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