SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 April 10, 2023

 VIA
EDGAR

 Benjamin Holt

 Dorrie Yale

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

 100 F
Street, NE

 Washington, D.C. 20549-3561

Re:
 Fifth Wall Acquisition Corp. III

 Registration Statement on Form S-4

 Filed January 13, 2023

 File No. 333-269231

Dear Mr. Holt and Ms. Yale:

 On
behalf of Fifth Wall Acquisition Corp. III (the “Company”), please find responses to the comments of the staff of the Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated February 9,
2023 (the “Comment Letter”) with regard to the Registration Statement on Form S-4 (File No. 333-269231) filed by the Company on January 13, 2023 (the
“Registration Statement”). The responses are based on information provided to us by the Company. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Registration Statement.

Set forth below in italics are the comments contained in the Staff’s Comment Letter pertaining to the Registration Statement. Immediately
below each of the Staff’s comments is the Company’s response to that comment. For the convenience of the Staff’s review, each of the numbered paragraphs below correspond to the numbered comment in the Staff’s Comment Letter.

The Company is concurrently providing to the SEC Amendment No. 1 to the Registration Statement, as filed on EDGAR on the date hereof
(“Amendment No. 1”).

 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.

 Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on the cover page of the joint proxy statement/prospectus included in Amendment No. 1 to (i) explain more clearly the calculation of the exchange ratio and to include the estimated exchange ratio and
(ii) disclose the expected post-closing ownership, inclusive and exclusive of the additional PIPE investments.

 Benjamin Holt

 Dorrie Yale

 April 10, 2023

 Page 2

 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 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.

Response: The Company acknowledges the Staff’s comment and has revised pages 2 through 15 of Amendment No. 1 accordingly.

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.

 Response: The Company acknowledges the Staff’s comment and has revised pages 2, 5, 7,
29 and 206 of Amendment No. 1 accordingly.

 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.

 Response: The Company acknowledges the Staff’s
comment and has revised page 17 of Amendment No. 1 accordingly.

 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.

 Response: The Company
acknowledges the Staff’s comment and has revised page 24 of Amendment No. 1 to clarify the requisite voting thresholds required at minimum and maximum quorum scenarios for FWAC and to specify that the 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.

 -2-

 Benjamin Holt

 Dorrie Yale

 April 10, 2023

 Page 3

 Response: The Company acknowledges the Staff’s comment and has revised pages
26 and 58 of Amendment No. 1 to clarify that no additional consideration was provided to holders of FWAC Class B shares in exchange for such holders waiving their redemption rights with respect to their FWAC Class B shares and any
acquired FWAC Class A shares.

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.

Response: The Company acknowledges the Staff’s comment and has revised pages 27, 59, and 231 of Amendment No. 1 to quantify the aggregate
dollar amount of outstanding working capital loans and reimbursable expenses.

 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 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.

 Response: The Company acknowledges the Staff’s comment and respectfully
advises the Staff that it included these preliminary disclosures to give effect to the commitments and obligations of the Sponsor contemplated under the Sponsor Agreement, as set forth on pages 30-32, 50, 53-54, 106, 223, 233-236 and 283 of Amendment No. 1, whereby Sponsor is subject to certain forfeiture requirements if the Company fails to secure additional PIPE
Investments of $50 million or more. The Company will include appropriate disclosure regarding any additional financing transactions (including any additional PIPE Investments) in subsequent amendments to the Registration Statement if the
parties enter into any definitive agreements providing for any additional financing transaction(s), and any such additional disclosure will describe any investor relationships with the Company, Sponsor, or MIC, the material terms of such financing
transaction(s), and any material differences in terms and pricing as compared to the securities offered in connection with the Company’s IPO. In addition, the sensitivity tables will be updated when the final additional financial transactions
have been determined.

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.

 Response: The Company has revised pages 30-32, 53, 54 and 235-237 of Amendment No. 1 to give effect to the issuance of New MIC Common Stock upon the exercise of the New MIC Warrants.

 - 3 -

 Benjamin Holt

 Dorrie Yale

 April 10, 2023

 Page 4

 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.

 Response: The Company acknowledges the Staff’s comment and has
revised page 42 of Amendment No. 1 to provide a Q&A explaining the proposals being presented to the MIC 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.

 Response: The Company
acknowledges the Staff’s comment and has revised pages 63 and 64 of Amendment No. 1 to include the requested disclosure.

“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.

 Response: The Company acknowledges the Staff’s comment and has revised pages 121, 122, 233, and 234 of Amendment
No. 1 to include the requested disclosure.

 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.

Response: The Company acknowledges the Staff’s comment and has revised pages 64 and 124 of Amendment No. 1 to include the requested
disclosure.

 -4-

 Benjamin Holt

 Dorrie Yale

 April 10, 2023

 Page 5

 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.

 Response: The Company acknowledges the Staff’s comment and has revised pages 24 and 39 of Amendment
No. 1 to correct the voting rights disclosure with respect to the Domestication Proposal.

 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.

 Response: The
Company acknowledges the Staff’s comment and has revised pages 179, 180 and F-53 of Amendment No. 1 to include the requested disclosure. Further, we respectfully advise the Staff that the settlement
of the litigation referenced in Note O on page F-53 relates to the stockholder class action lawsuits alleging direct and derivative claims against MIC, certain of its then-officers and then-directors, the
Former Advisor and/or Mr. Shustek, captioned Arthur Magowski v. The Parking REIT, Inc., et. al, No. 24-C-19003125 (filed on May 31, 2019), Michelle
Barene v. The Parking REIT, Inc., et. al, No. 24-C-19003527 (filed on June 27, 2019) and SIPDA Revocable Trust v. The Parking REIT, Inc., et al, Case No.
2:19-cv-00428 (filed on March 12, 2019). In connection with the transactions contemplated by the Purchase and Contribution Agreement, MIC entered into a settlement
agreement. On November 5, 2021, upon the expiration of the tender offer launched by Color Up in accordance with the terms of the Purchase and Contribution Agreement, the terms of the settlement agreement were satisfied and the prior lawsuits
were settled.

 The settlement of the litigation is not related to the Assignment of Claims, Causes of Action, and Proceeds, dated August 25, 2021,
which related to the assignment by MIC to the Former Advisor of certain claims and claim proceeds that MIC had against certain parties related to the matter captioned The Parking REIT, Inc., et al v. Ira S. Levine, et al, Case No. A-20-908902-C (filed on January 21, 2020).

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 discussi