SecProbe.io

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<TEXT>
 April 8, 2025

Stephanie Hogue
President
Mobile Infrastructure Corporation
30 W. 4th Street
Cincinnati, OH 45202

 Re: Mobile Infrastructure Corporation
 Registration Statement on Form S-3
 Filed April 4, 2025
 File No. 333-286386
Dear Stephanie Hogue:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Isabel Rivera at 202-551-3518 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Hirsh M. Ament
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Mobile Infrastructure Corporation

 30 W. 4 th Street

 Cincinnati, Ohio 45202

 April 8, 2025

 VIA EDGAR

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate &
Construction 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Mobile Infrastructure Corporation

 Registration Statement on Form S-3

 File No. 333-286386

 Ladies and Gentlemen:

 Mobile
Infrastructure Corporation (the " Registrant ") hereby requests that the U.S. Securities and Exchange Commission (the
" Commission ") take appropriate action to cause the above-referenced Registration Statement on Form S-3 to
become effective on April 9, 2025, at 4:15 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant
may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes Hirsh M. Ament of Venable LLP,
counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement
has been declared effective, please orally confirm that event with Hirsh M. Ament of Venable LLP, counsel to the Registrant, at (410) 244-7425.

 Very truly yours,

 MOBILE INFRASTRUCTURE CORPORATION

 By:

 /s/ Stephanie Hogue

 Name:
 Stephanie Hogue

 Title:
 President

 cc:
 Hirsh M. Ament, Venable LLP

CORRESP
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CORRESP

 Mobile Infrastructure Corporation

30 W. 4th Street

Cincinnati, Ohio 45202

 November 1,
2023

 VIA EDGAR

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Real Estate & Construction100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Mobile Infrastructure Corporation

Registration Statement on Form S-11, as amended

File No. 333-274666

Ladies and Gentlemen:

 Mobile Infrastructure
Corporation (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-11 to become effective on November 2, 2023, at 4:15 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone
call to the staff of the Commission. The Registrant hereby authorizes Hirsh M. Ament of Venable LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Hirsh M. Ament of Venable LLP,
counsel to the Registrant, at (410) 244-7425.

Very truly yours,

MOBILE INFRASTRUCTURE CORPORATION

By:

 /s/ Stephanie Hogue

Name:

Stephanie Hogue

Title:

Chief Financial Officer

cc:
 Hirsh M. Ament, Venable LLP

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 750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202

 T 410.244.7400 F 410.244.7742
www.Venable.com

T 410.244.7425

F 410.244.7742

HMAment@Venable.com

 October 31, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Benjamin Holt

 
 Pam Howell

Re:
 Mobile Infrastructure Corporation

 
 Amendment No. 1 to Registration Statement on Form S-11

 
 Filed October 19, 2023

 
 File No. 333-274666

Ladies and Gentlemen:

 On behalf of our client,
Mobile Infrastructure Corporation (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Division of Corporation Finance of the
Securities and Exchange Commission in its comment letter dated October 27, 2023 (the “Comment Letter”) with respect to the above-referenced Amendment No. 1 to Registration Statement on Form
S-11 (“Registration Statement”). In response to the Comment Letter, the Company is filing Amendment No. 2 to the Registration Statement (the “Amended Registration
Statement”) through EDGAR.

 For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold
type below followed by the Company’s response thereto.

 Amendment No. 1 to Registration Statement on Form S-11 filed October 19, 2023

 Prospectus Cover Page, page 1

1.
 We note the revisions made in response to prior comment 1 relating to the registration of the resale of
shares held by certain individuals that represent a majority of the common stock outstanding and that this could result in a change in control of the company. Please provide additional disclosure regarding any impact the potential change in control
would have upon management and operations of the company. Please add risk factor disclosure.

 Response: In
response to the Staff’s comment, the Company has revised its disclosures on the cover page and pages 5 and 40 of the Amended Registration Statement.

Mobile Infrastructure Corporation

 October 31, 2023

 Page
 2

 Liquidity and Capital Resources, page 70

2.
 We note the revisions made in response to prior comment 5 and partially reissue. We note the disclosure that
your ability to fund your operations is not dependent upon receipt of cash proceeds from the exercise of the Warrant. However, we note your later disclosure of the cash on hand and the amount of debt due within one year. We also note the net losses
and negative cash flows. Please clarify this statement. Please also expand your discussion of material cash requirements to address the likelihood the company will need to seek additional capital, and discuss the effect of this offering on the
company’s ability to raise additional capital.

 Response: In response to the Staff’s comment, the
Company has revised its disclosures on page 73 of the Amended Registration Statement.

 Exhibits

3.
 Please revise the legal opinion filed as Exhibit 5.1 to remove the sixth and seventh assumptions on page 3,
as they assume material facts underlying the opinion or readily ascertainable facts. Refer to Item II.B.3.a of Staff Legal Bulletin No. 19.

Response: In response to the Staff’s comment, we have removed the sixth and seventh assumptions of the legal opinion filed as
Exhibit 5.1 to the Amended Registration Statement.

 We hope that the foregoing and the Company’s revised disclosures have been
responsive to the Staff’s comments. Should you have any questions or comments relating to this letter, kindly contact the undersigned at 410-244-7425.

Very truly yours,

/s/ Hirsh M. Ament

Hirsh M. Ament

cc:
 Stephanie Hogue, Mobile Infrastructure Corporation

United States securities and exchange commission logo
October 27, 2023
Stephanie Hogue
Chief Financial Officer
Mobile Infrastructure Corporation
30 W. 4th Street
Cincinnati, OH 45202
Re:Mobile Infrastructure Corporation
Amendment No. 1 to Registration Statement on Form S-11
Filed October 19, 2023
File No. 333-274666
Dear Stephanie Hogue:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 6, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-11 filed October 19, 2023
Prospectus Cover Page, page 1
1.We note the revisions made in response to prior comment 1 relating to the registration of
the resale of shares held by certain individuals that represent a majority of the common
stock outstanding and that this could result in a change in control of the company. Please
provide additional disclosure regarding any impact the potential change in control would
have upon management and operations of the company. Please add risk factor disclosure.
Liquidity and Capital Resources, page 70
2.We note the revisions made in response to prior comment 5 and partially reissue. We note
the disclosure that your ability to fund your operations is not dependent upon receipt of
cash proceeds from the exercise of the Warrant. However, we note your later disclosure of
the cash on hand and the amount of debt due within one year. We also note the net losses

 FirstName LastNameStephanie Hogue
 Comapany NameMobile Infrastructure Corporation
 October 27, 2023 Page 2
 FirstName LastName
Stephanie Hogue
Mobile Infrastructure Corporation
October 27, 2023
Page 2
and negative cash flows. Please clarify this statement. Please also expand your discussion
of material cash requirements to address the likelihood the company will need to seek
additional capital, and discuss the effect of this offering on the company’s ability to raise
additional capital.
Exhibits
3.Please revise the legal opinion filed as Exhibit 5.1 to remove the sixth and seventh
assumptions on page 3, as they assume material facts underlying the opinion or readily
ascertainable facts. Refer to Item II.B.3.a of Staff Legal Bulletin No. 19.
            Please contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Hirsh M. Ament, Esq.

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 750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202

 T 410.244.7400 F 410.244.7742
www.Venable.com

T 410.244.7425

F 410.244.7742

HMAment@Venable.com

 October 18, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Benjamin Holt

 
 Pam Howell

Re:
 Mobile Infrastructure Corporation

 
 Registration Statement on Form S-11

 
 Filed September 25, 2023

 
 File No. 333-274666

Ladies and Gentlemen:

 On behalf of our client,
Mobile Infrastructure Corporation (the “Company”), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the “Staff”) of the Division of Corporation Finance of the
Securities and Exchange Commission in its comment letter dated October 6, 2023 (the “Comment Letter”) with respect to the above-referenced Registration Statement on Form S-11
(“Registration Statement”). In response to the Comment Letter, the Company is filing Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) through EDGAR.

For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold type below followed by the Company’s
response thereto.

 Registration Statement on Form S-11 filed September 25, 2023

Prospectus Cover Page, page 1

1.
 Please clearly disclose the price at which Color Up, LLC purchased the shares that were then converted into
common stock in connection with the business combination. In addition, when discussing the Series 2 Convertible Preferred Stock, please clearly disclose the purchase price per share of common stock into which the

Mobile Infrastructure Corporation

 October 18, 2023

 Page
 2

preferred stock is convertible, including the common stock issuable as dividends. Please clearly disclose the purchase price attributable to the common stock issuable in the event of your
election to tender shares of common stock in lieu of cash payments upon redemption by the holders of common units. Also, please clearly disclose that you are registering for resale the entire amount of common stock and the potential common stock to
be issued upon redemption of the common units held by Color Up, LLC, Manuel Chavez, Stephanie Hogue and Jeffrey Osher. Clearly disclose any impact this could have upon the control, management and operations of the company.

 
 Response: In response to the Staff’s comment, the Company has revised its disclosures on the cover
page of the Amended Registration Statement.

 Risks Related to Ownership of Our Securities, page 32

2.
 Please include an additional risk factor highlighting the negative pressure potential sales of securities
pursuant to this registration statement could have on the public trading price of MIC’s common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares
currently represent of the total number of shares outstanding. To the extent applicable, also disclose that even though the current trading price is significantly below the SPAC IPO price, the selling securityholders have an incentive to sell
because they will still profit on sales because of the lower price at which they purchased their shares as compared to the public investors.

Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 5 and 39 of the Amended Registration
Statement.

 Management’s Discussion and Analysis

Overview, page 58

3.
 Please expand your discussion here to reflect the fact that this offering involves the potential sale of a
substantial portion of shares for resale and discuss how such sales could impact the market price of MIC’s common stock. Your discussion should highlight the fact that Color Up, LLC, Manuel Chavez, Stephanie Hogue and Jeffrey Osher, beneficial
owners of a majority of your outstanding shares on a fully diluted basis, will be able to sell all of their shares for so long as the registration statement of which this prospectus forms a part is available for use.

Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 60 and 61 of the Amended
Registration Statement.

Mobile Infrastructure Corporation

 October 18, 2023

 Page
 3

 Liquidity and Capital Resources, page 68

4.
 Please revise to disclose the exercise price of the warrant compared to the market price of MIC’s
common stock. If the warrant is out the money, please disclose the likelihood that the warrant holder will not exercise its warrant. Provide similar disclosure in the risk factors section and disclose that cash proceeds associated with the exercise
of the warrant are dependent on MIC’s stock price. As applicable, describe the impact on your liquidity and update the discussion on the company’s ability to fund its operations on a prospective basis with current cash on hand.

 Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 4, 24, and 73
of the Amended Registration Statement.

5.
 In light of the significant number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercise of the warrant because of the disparity between the exercise price of the warrant and the current trading price of MIC’s common stock, please expand your discussion of material cash requirements to address any
changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

 Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 73 and 74 of
the Amended Registration Statement.

6.
 We note your disclosure that if you do not meet your operating plan as expected, you will be required to
reduce corporate overhead or other operating expenses. We also note that your projected revenues for 2022 and 2023 were approximately $31 million and $35.8 million, respectively, as set forth in the unaudited
financial information Legacy MIC management prepared and provided to the Legacy MIC board and the FWAC board in connection with the evaluation of the business combination. Finally, we note that actual revenues for the year ended
December 31, 2022 and the six months ended June 30, 2023 were approximately $29 million and $14 million respectively. It appears that you missed your 2022 revenue projection
and that you will miss your 2023 revenue projection (assuming revenues are earned ratably throughout the year). Please update your disclosure here, and elsewhere as appropriate, to provide updated information about the company’s financial
position and risks to your business operations, liquidity, and intended business objectives in light of these circumstances.

Response: In response to the Staff’s comment, the Company has revised its disclosures on pages 14, 73, and 74 of the Amended
Registration Statement.

Mobile Infrastructure Corporation

 October 18, 2023

 Page
 4

 General

7.
 Please revise your prospectus to disclose the price that each selling securityholder paid for the securities
being registered for resale. Highlight any differences in the current trading price, the prices that the selling securityholders acquired their shares and warrant, and the price that the public securityholders acquired their shares. Disclose that
while the selling securityholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase
prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

Response: In response to the Staff’s comment, the Company has revised its disclosures on the cover page and pages 1 through 3, 40,
129, and 136 of the Amended Registration Statement.

 We hope that the foregoing and the Company’s revised disclosures have been
responsive to the Staff’s comments. Should you have any questions or comments relating to this letter, kindly contact the undersigned at 410-244-7425.

Very truly yours,

/s/ Hirsh M. Ament

Hirsh M. Ament

cc:
 Stephanie Hogue, Mobile Infrastructure Corporation

United States securities and exchange commission logo
October 6, 2023
Stephanie Hogue
Chief Financial Officer
Mobile Infrastructure Corporation
30 W. 4th Street
Cincinnati, OH 45202
Re:Mobile Infrastructure Corporation
Registration Statement on Form S-11
Filed September 25, 2023
File No. 333-274666
Dear Stephanie Hogue:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-11 filed September 25, 2023
Prospectus Cover Page, page 1
1.Please clearly disclose the price at which Color Up, LLC purchased the shares that were
then converted into common stock in connection with the business combination. In
addition, when discussing the Series 2 Convertible Preferred Stock, please clearly disclose
the purchase price per share of common stock into which the preferred stock is
convertible, including the common stock issuable as dividends. Please clearly disclose the
purchase price attributable to the common stock issuable in the event of your election to
tender shares of common stock in lieu of cash payments upon redemption by the holders
of common units.  Also, please clearly disclose that you are registering for resale the
entire amount of common stock and the potential common stock to be issued upon
redemption of the common units held by Color Up, LLC, Manuel Chavez, Stephanie
Hogue and Jeffrey Osher. Clearly disclose any impact this could have upon the control,
management and operations of the company.

 FirstName LastNameStephanie Hogue
 Comapany NameMobile Infrastructure Corporation
 October 6, 2023 Page 2
 FirstName LastNameStephanie Hogue
Mobile Infrastructure Corporation
October 6, 2023
Page 2
Risks Related to Ownership of Our Securities, page 32
2.Please include an additional risk factor highlighting the negative pressure potential sales
of securities pursuant to this registration statement could have on the public trading price
of MIC's common stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. To the extent applicable, also disclose that even
though the current trading price is significantly below the SPAC IPO price, the selling
securityholders have an incentive to sell because they will still profit on sales because of
the lower price at which they purchased their shares as compared to the public investors.
Management's Discussion and Analysis
Overview, page 58
3.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of MIC’s common stock. Your discussion should highlight the
fact that Color Up, LLC, Manuel Chavez, Stephanie Hogue and Jeffrey Osher, beneficial
owners of a majority of your outstanding shares on a fully diluted basis, will be able to
sell all of their shares for so long as the registration statement of which this prospectus
forms a part is available for use.
Liquidity and Capital Resources, page 68
4.Please revise to disclose the exercise price of the warrant compared to the market price of
MIC's common stock. If the warrant is out the money, please disclose the likelihood that
the warrant holder will not exercise its warrant. Provide similar disclosure in the risk
factors section and disclose that cash proceeds associated with the exercise of the
warrant are dependent on MIC's stock price. As applicable, describe the impact on your
liquidity and update the discussion on the company's ability to fund its operations on
a prospective basis with current cash on hand.
5.In light of the significant number of redemptions and the unlikelihood that the
company will receive significant proceeds from exercise of the warrant because of the
disparity between the exercise price of the warrant and the current trading price of MIC's
common stock, please expand your discussion of material cash requirements to address
any changes in the company’s liquidity position since the business combination. If the
company is likely to have to seek additional capital, discuss the effect of this offering on
the company’s ability to raise additional capital.
6.We note your disclosure that if you do not meet your operating plan as expected, you will
be required to reduce corporate overhead or other operating expenses. We also note that
your projected revenues for 2022 and 2023 were approximately $31 million and $35.8
million, respectively, as set forth in the unaudited financial information Legacy MIC
management prepared and provided to the Legacy MIC board and the FWAC board in

 FirstName LastNameStephanie Hogue
 Comapany NameMobile Infrastructure Corporation
 October 6, 2023 Page 3
 FirstName LastName
Stephanie Hogue
Mobile Infrastructure Corporation
October 6, 2023
Page 3
connection with the evaluation of the business combination. Finally, we note that actual
revenues for the year ended December 31, 2022 and the six months ended June 30, 2023
were approximately $29 million and $14 million respectively. It appears that you missed
your 2022 revenue projection and that you will miss your 2023 revenue projection
(assuming revenues are earned ratably throughout the year). Please update your disclosure
here, and elsewhere as appropriate, to provide updated information about the company's
financial position and risks to your business operations, liquidity, and intended business
objectives in light of these circumstances.
General
7.Please revise your prospectus to disclose the price that each selling securityholder paid for
the securities being registered for resale. Highlight any differences in the current trading
price, the prices that the selling securityholders acquired their shares and warrant, and the
price that the public securityholders acquired their shares. Disclose that while the selling
securityholders may experience a positive rate of return based on the current trading price,
the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price.
Please also disclose the potential profit the selling securityholders will earn based on the
current trading price. Lastly, please include appropriate risk factor disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Hirsh M. Ament, Esq.

CORRESP
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CORRESP

 Fifth Wall Acquisition Corp. III

1 Little West 12th Street, 4th Floor

New York, New York 10014

 July 7,
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, as amended,

File No. 333-269231

Dear Mr. Holt and Ms. Yale:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Fifth Wall Acquisition Corp. III (the “Company”), hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on
July 11, 2023, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Gibson, Dunn & Crutcher LLP, request by telephone that such Registration Statement be declared effective.

Please contact Evan D’Amico of Gibson, Dunn & Crutcher LLP by telephone at (202)
887-3613 or via email at edamico@gibsondunn.com as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

 /s/ Andriy Mykhaylovskyy

Name:

Andriy Mykhaylovskyy

Title:

Chief Financial Officer

cc:
 Evan M. D’Amico

Gibson, Dunn & Crutcher LLP

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 Gibson, Dunn & Crutcher LLP

1050 Connecticut Avenue, N.W.

 Washington, DC 20036-5306

 Tel 202.955.8500

www.gibsondunn.com

 July 5, 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

Amendment No. 3 to Registration Statement on Form S-4

Filed June 16, 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 June 30, 2023 (the
“Comment Letter”) with regard to Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-269231) filed by the Company on
June 16, 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. 4 to the Registration Statement, as
filed on EDGAR on the date hereof (“Amendment No. 4”).

 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.

 Response: The Company
acknowledges the Staff’s comment and has revised pages 32, 59, 223, 224, 240, 241, 304, 395 and 396 of Amendment No. 4 to include the requested disclosure.

Amendment No. 3 to Registration Statement on Form S-4

Beijing • Brussels • Century City • Dallas • Dubai •
Frankfurt • Hong Kong • Houston • London • Los Angeles • Munich

New York • Orange County • Palo Alto • Paris • San
Francisco • São Paulo • Singapore • Washington, D.C.

 Benjamin Holt

Dorrie Yale

 July 5, 2023

  Page
 2

 Q. What equity
stake will current FWAC shareholders . . . ?, page 31

 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.

Response: The Company acknowledges the Staff’s comment and has revised pages 31 through 35, 56 through 59, 85, 135, 251, 253 through 255 and 385
of Amendment No. 4 to include the requested disclosure.

 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.

 Response: : The Company acknowledges the Staff’s comment and has revised pages 256 through 259, 273 and 274 of Amendment
No. 4 to reflect the preferred stock on a standalone, non-converted basis. The merger between FWAC and MIC does not represent a change in control under the Preferred Subscription Agreement. The
Company respectfully notes that dividends payable to the Preferred PIPE Investors are included in the pro forma financial statements because the dividends are fixed and determinable.

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.

Response: The Company acknowledges the Staff’s comment and has filed a revised Exhibit 5.1.

*    *    *

If the Staff of the SEC has any questions or comments regarding the foregoing, please contact the undersigned, Evan D’Amico of Gibson,
Dunn & Crutcher LLP by telephone at (202) 887-3613 or via email at edamico@gibsondunn.com.

 Benjamin Holt

Dorrie Yale

 July 5, 2023

  Page
 3

Sincerely,

/s/ Evan M. D’Amico

Evan M. D’Amico

 EMD

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

CORRESP

 June 16, 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

Amendment No. 2 to Registration Statement on Form S-4

Filed May 11, 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 June 3, 2023 (the
“Comment Letter”) with regard to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-269231) filed by the Company on May 11,
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. 3 to the Registration Statement, as filed on EDGAR on the date hereof
(“Amendment No. 3”).

 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 be assumed by New MIC in the merger) described on page 394. Please revise or advise to explain this discrepancy.

Response: The Company acknowledges the Staff’s comment and has revised pages 245 and 263 of Amendment No. 3 to remove the additional
$20 million in New MIC common warrants from the sources and uses of funds for the merger.

 Benjamin Holt

 Dorrie Yale

June 16, 2023

 Page 2

 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.

 Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has filed a
revised opinion of counsel to remove any unintended circularity and clarify that the opinion relating to the Domestication is not assuming that the Domestication will qualify as a 368 reorganization as Exhibit 8.1 to Amendment No. 3 and a
revised opinion of counsel to clarify that the opinion relating to the merger is not assuming that the mergers will qualify as a 368 reorganization as Exhibit 8.2 to Amendment No. 3.

*        *         *

If the Staff of the SEC has any questions or comments regarding the foregoing, please contact the undersigned, Evan D’Amico of Gibson,
Dunn & Crutcher LLP by telephone at (202) 887-3613 or via email at edamico@gibsondunn.com.

Sincerely,

/s/ Evan M. D’Amico

Evan M. D’Amico

EMD

 - 2 -

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

CORRESP

 May 11, 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

Amendment No. 1 to Registration Statement on Form S-4

Filed April 11, 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 May 5, 2023 (the
“Comment Letter”) with regard to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-269231) filed by the Company on
April 11, 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. 2 to the Registration Statement, as
filed on EDGAR on the date hereof (“Amendment No. 2”).

 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.

 Response: The Company acknowledges the Staff’s comment and has revised pages 31 and 380 of Amendment No. 2
accordingly.

 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

 Benjamin Holt

 Dorrie Yale

 May 11, 2023

  Page
 2

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.

Response: The Company acknowledges the Staff’s comment and has revised pages 19, 67 and 91 of Amendment No. 2 accordingly.

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.

 Response: The Company acknowledges the Staff’s comment and has revised
pages 186 and 187 of Amendment No. 2 accordingly. The Company respectively advises the Staff that Mr. Shustek’s breach of contract claim is related to whether Mr. Shustek is entitled to indemnification under his
Indemnification Agreement with MIC. Mr. Shustek’s breach of contract suit and the allegations therein are unrelated to the transaction with Bombe.

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.

 Response: The Company acknowledges the Staff’s comment and has revised pages 191
through 196 of Amendment No. 2 accordingly.

 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.

 - 2 -

 Benjamin Holt

 Dorrie Yale

 May 11, 2023

  Page
 3

 Response: The Company acknowledges the Staff’s comment and has revised page 209 of Amendment
No. 2 accordingly.

 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.

 Response: The Company acknowledges the Staff’s
comment and has amended and restated each of the Letter Agreement and Sponsor Agreement to clarify that any securities subsequently acquired by the Sponsor and/or the directors and officers of the Company will not be voted if voting such securities
would violate Tender Offer Compliance and Disclosure Interpretation 166.01. The Company has also revised disclosure regarding the Letter Agreement and Sponsor Agreement throughout of Amendment No. 2 accordingly.

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.

Response: The Company acknowledges the Staff’s comment and has revised pages 86 and 319 of Amendment No. 2 accordingly.

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.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has filed a revised opinion of counsel
covering the material tax consequences of the Domestication to shareholders as Exhibit 8.1 to Amendment No. 2 and a revised opinion of counsel covering the material tax consequences of the First Merger and Second Merger, taken together, to
shareholders as Exhibit 8.2 to Amendment No. 2.

 - 3 -

 Benjamin Holt

 Dorrie Yale

 May 11, 2023

  Page
 4

 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.

Response: The Company acknowledges the Staff’s comment and has revised the third page of Amendment No. 2 to remove the shares underlying OP
common units from registration. In addition, the Company revised the registration fee table filed as Exhibit 107.

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 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.

 Response: The Company
acknowledges the Staff’s comment and has revised pages 25, 26, 62 through 65, 105 and 106 of Amendment No. 2 accordingly.

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.

 Response: The Company
acknowledges the Staff’s comment and has revised pages 62 through 65, 190, 191 and 197 of Amendment No. 2 accordingly.

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.

 - 4 -

 Benjamin Holt

 Dorrie Yale

 May 11, 2023

  Page
 5

 Response: The Company acknowledges the Staff’s comment and has revised pages 25, 26, 62
through 65, 105, 106, 190, 191 and 197 of Amendment No. 2 accordingly.

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.

Response: The Company acknowledges the Staff’s comment and has revised pages 25, 26, 62 through 65, 105 and 106 of Amendment No. 2
accordingly.

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.

Response: The Company acknowledges the Staff’s comment and has revised pages 25, 26, 62 through 65, 105 and 106 of Amendment No. 2
accordingly.

15.
 Please provide us with any correspondence between FWAC and each of Deutsche Bank, Goldman Sachs, and BofA
relating to their resignation.

 Response: The Company acknowledges the Staff’s comment and advises the Staff that the
Company will provide the requested material.

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 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.

 Response: The Company acknowledges the Staff’s comment and
respectfully advises the Staff that no separate engagement letter was entered into with Deutsche Bank, Goldman Sachs, or BofA, and that the obligations of such parties are reflected in the publicly filed Underwriting Agreement.

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.

 - 5 -

 Benjamin Holt

 Dorrie Yale

 May 11, 2023

  Page
 6

 Response: The Company acknowledges the Staff’s comment and has revised pages 64 and 106 of
Amendment No. 2 accordingly.

 *    *     *

If the Staff of the SEC has any questions or comments regarding the foregoing, please contact the undersigned, Evan D’Amico of Gibson,
Dunn & Crutcher LLP by telephone at (202) 887-3613 or via email at edamico@gibsondunn.com.

Sincerely,

 /s/ Evan M. D’Amico

Evan M. D’Amico

EMD

 - 6 -

United States securities and exchange commission logo
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

 FirstName LastNameBrendan Wallace
 Comapany NameFifth Wall Acquisition Corp. III
 May 5, 2023 Page 4
 FirstName LastNameBrendan Wallace
Fifth Wall Acquisition Corp. III
May 5, 2023
Page 4
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

 FirstName LastNameBrendan Wallace
 Comapany NameFifth Wall Acquisition Corp. III
 May 5, 2023 Page 5
 FirstName LastName
Brendan Wallace
Fifth Wall Acquisition Corp. III
May 5, 2023
Page 5
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

United States securities and exchange commission logo
May 1, 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
Preliminary Proxy Statement on Schedule 14A
Filed April 17, 2023
File No. 001-40415
Dear Brendan Wallace:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Evan M. D'Amico

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

February 24, 2023
Securities and Exchange Commission
100 F Street, N.E.
Washington , D.C. 20549
Re: Registration Statement on Form S-4 of Fifth Wall Acquisition Corp. Ill
To whom it may concern:
Reference is made to the above-referenced registration statement of Fifth Wall
Acquisition Corp. III (the "Issuer") filed on January 13, 2023, as may be amended from time to
time (the "Registration Statement "), under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to a proposed business combination with Mobile Infrastructure
Corporation (the "Transaction "). The Registration Statement has not yet been declared effective
as of the date of this letter.
This letter is to advise you that, effective as of February 24, 2023, our firm has resigned
from, or ceased or refused to act in, every capacity and relationship with respect to the
Transaction.
Therefore , we hereby advise you pursuant to Section 11 (b )(1) of the Securities Act, and
have advised the Issuer, that none of our firm, any person who controls it (within the meaning of
either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of l 934, as
amended ) or any of its affiliates (within the meaning of Rule 405 under the Securities Act) will
be responsible for any part of the Registration Statement. This notice is not intended to constitute
an acknowledgment or admission that we have been or are an underwriter (within the meaning of
Section 2(a)(l l) of the Securities Act or the rules and regulations promulgated thereunder) with
respect to the Transaction.
[remainder of this page intentionall y leji blank]

Sincerely,
DEUTSCHE BANK SECURITIES INC.
2

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

 FirstName LastNameBrendan Wallace
 Comapany NameFifth Wall Acquisition Corp. III
 February 9, 2023 Page 2
 FirstName LastNameBrendan Wallace
Fifth Wall Acquisition Corp. III
February 9, 2023
Page 2
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

 FirstName LastNameBrendan Wallace
 Comapany NameFifth Wall Acquisition Corp. III
 February 9, 2023 Page 3
 FirstName LastName
Brendan Wallace
Fifth Wall Acquisition Corp. III
February 9, 2023
Page 3
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.

 FirstName LastNameBrendan Wallace
 Comapany NameFifth Wall Acquisition Corp. III
 February 9, 2023 Page 4
 FirstName LastName
Brendan Wallace
Fifth Wall Acquisition Corp. III
February 9, 2023
Page 4
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.

 FirstName LastNameBrendan Wallace
 Comapany NameFifth Wall Acquisition Corp. III
 February 9, 2023 Page 5
 FirstName LastName
Brendan Wallace
Fifth Wall Acquisition Corp. III
February 9, 2023
Page 5
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;

 FirstName LastNameBrendan Wallace
 Comapany NameFifth Wall Acquisition Corp. III
 February 9, 2023 Page 6
 FirstName LastNameBrendan Wallace
Fifth Wall Acquisition Corp. III
February 9, 2023
Page 6
•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

CORRESP
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Fifth Wall Acquisition Corp. III

6060 Center Drive

10th Floor

Los Angeles, California 90045

May 20, 2021

VIA EDGAR

Eric Envall

Staff Attorney

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-7010

    Re:
    Fifth Wall Acquisition Corp. III

    Acceleration Request for Registration Statement on Form S-1

    File No. 333-255292

    Requested Date:
    May 24, 2021

    Requested Time:
    4:00 p.m. Eastern Standard Time

Dear Mr. Envall:

Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “Act”), Fifth Wall Acquisition Corp. III (the “Company”) hereby requests that
the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to
May 24, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Debevoise & Plimpton
LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request,
the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Debevoise & Plimpton LLP by calling Steven J. Slutzky at (212) 909-6036. We also respectfully
request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration
Statement be sent to our counsel, Debevoise & Plimpton LLP, Attention: Steven J. Slutzky, by email at sjslutzky@debevoise.com.

[Remainder of page left intentionally blank]

If you have any questions regarding this request,
please contact Steven J. Slutzky of Debevoise & Plimpton LLP at (212) 909-6036.

    Sincerely,

    Fifth Wall Acquisition Corp. III

    Brendan Wallace

    Chief Executive Officer

cc: Steven J. Slutzky, Debevoise & Plimpton LLP

[Signature Page to Acceleration Request for Registration Statement
on Form S-1]

CORRESP
1
filename1.htm

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282-2198

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

May 20, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Eric Envall

    Re:
    Fifth
    Wall Acquisition Corp. III

    Registration
    Statement on Form S-1

    Filed
    April 16, 2021, as amended

    File
    No. 333-255292

Dear Mr. Envall:

Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby join
in the request of Fifth Wall Acquisition Corp. III that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 4:00 p.m. Washington D.C. time on May 24, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the
Act, the undersigned advise that approximately 3,026 copies of the Preliminary Prospectus dated May 20, 2021 are expected to be distributed
to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will continue to
comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature page follows]

    Very truly yours,

    DEUTSCHE BANK SECURITIES INC.

    GOLDMAN SACHS & CO. LLC

    BOFA SECURITIES, INC.

    As Representatives of the Several Underwriters

    By: DEUTSCHE BANK SECURITIES INC.

    By:
    /s/ Ravi Raghunathan

    Name: Ravi Raghunathan

    Title: Managing Director

    By:
    /s/ Brandon Sun

    Name: Brandon Sun

    Title: Director

    By: GOLDMAN SACHS & CO. LLC

    By:
    /s/ Olympia McNerney

    Name: Olympia McNerney

    Title: Managing Director

    By: BOFA SECURITIES INC.

    By:
    /s/ Michele A. H. Allong

    Name: Michele A. H. Allong

    Title: Authorized Signatory

CORRESP
1
filename1.htm

Fifth Wall Acquisition Corp. III

6060 Center Drive

10th Floor

Los Angeles, California 90045

May 19, 2021

VIA EDGAR

Eric Envall

Staff Attorney

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-7010

    Re:
    Fifth Wall Acquisition Corp. III

    Acceleration Request for Registration Statement on Form S-1

    File No.333-255292

Dear Mr. Envall:

Reference is made to our letter, filed as correspondence
via EDGAR on May 14, 2021, in which we requested the acceleration of the effective date of the above-referenced Registration Statement
to May 18, 2021, at 4:00 p.m. Eastern Standard Time, in accordance with Rule 461 under the Securities Act of 1933, as amended.
We are no longer requesting that such Registration Statement be declared effective at such time and we hereby formally withdraw our request
for acceleration of the effective date to May 18, 2021.

[Remainder of page left
intentionally blank]

If
you have any questions regarding this request, please contact Steven J. Slutzky of Debevoise & Plimpton LLP at (212) 909-6036.

  Sincerely,

  Fifth Wall Acquisition Corp. III

  /s/ Brendan Wallace

  Brendan Wallace

  Chief Executive Officer

cc: Steven J. Slutzky, Debevoise & Plimpton LLP

[Signature
Page to Acceleration Request Withdrawal for Registration Statement on Form S-1]

CORRESP
1
filename1.htm

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282-2198

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

May 19, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Eric Envall

    Re:
    Withdrawal of Acceleration Request for Fifth Wall Acquisition Corp. III

    Registration Statement on Form S-1

    File No. 333-255292

Ladies and Gentlemen:

We, the undersigned, as representatives of the
several underwriters, hereby respectfully request that the Securities and Exchange Commission withdraw the acceleration request for the
Company’s Registration Statement on Form S-1 requesting effectiveness at 4:00 p.m. Eastern time on May 18, 2021,
or as soon thereafter as practicable.

    Very truly yours,

    DEUTSCHE BANK SECURITIES INC.

    GOLDMAN SACHS & CO. LLC

    BOFA SECURITIES, INC.

    As Representatives of the Several Underwriters

    By: DEUTSCHE BANK SECURITIES INC.

    By:
    /s/ Ravi Raghunathan

    Name:
    Ravi Raghunathan

    Title:
    Managing Director

    By:
    /s/ Brandon Sun

    Name:
    Brandon Sun

    Title:
    Director

    By: GOLDMAN SACHS & CO. LLC

    By:
    /s/ Olympia McNerney

    Name:
    Olympia McNerney

    Title:
    Managing Director

    By: BOFA SECURITIES INC.

    By:
    /s/ Michele A. H. Allong

    Name:
    Michele A. H. Allong

    Title:
    Authorized Signatory

CORRESP
1
filename1.htm

May 14, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Eric Envall

Re:         Fifth Wall Acquisition Corp. III

Registration Statement on Form S-1

Filed April 16, 2021, as amended

File No. 333-255292

Dear Mr. Envall:

Pursuant to Rule 461 of the General Rules and Regulations under the
Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby join
in the request of Fifth Wall Acquisition Corp. III that the effective date of the above-referenced Registration Statement be accelerated
so as to permit it to become effective at 4:00 p.m. Washington D.C. time on May 18, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the
Act, the undersigned advise that approximately 3,026 copies of the Preliminary Prospectus dated May 4, 2021 are expected to be distributed
to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will continue to
comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature page follows]

    Very truly yours,

    DEUTSCHE BANK SECURITIES INC.

    GOLDMAN SACHS & CO. LLC

    BOFA SECURITIES, INC.

    As Representatives of the Several Underwriters

    By:
    DEUTSCHE BANK SECURITIES INC.

    By:
     /s/ Ravi Raghunathan

    Name:    Ravi Raghunathan

    Title:      Managing Director

    By:
    /s/ Brandon Sun

    Name:    Brandon Sun

    Title:      Director

[Signature Page to Underwriters’ Acceleration
Request]

CORRESP
1
filename1.htm

Fifth Wall Acquisition Corp. III

6060 Center Drive

10th Floor

Los Angeles, California 90045

May 14, 2021

VIA EDGAR

Eric Envall

Staff Attorney

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-7010

  Re:
  Fifth Wall Acquisition Corp. III

  Acceleration Request for Registration Statement on Form S-1

  File No. 333-255292

  Requested Date:
  May 18, 2021

  Requested Time:
  4:00 p.m. Eastern Standard Time

Dear Mr. Envall:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Act”), Fifth Wall Acquisition Corp. III (the “Company”) hereby
requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be
accelerated to May 18, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel,
Debevoise & Plimpton LLP, request by telephone that such Registration Statement be declared effective at some other time. In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Debevoise & Plimpton LLP by calling Steven J. Slutzky at (212) 909-6036. We also respectfully
request that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration
Statement be sent to our counsel, Debevoise & Plimpton LLP, Attention: Steven J. Slutzky, by email at sjslutzky@debevoise.com.

[Remainder of page left intentionally blank]

If you have any questions regarding this request,
please contact Steven J. Slutzky of Debevoise & Plimpton LLP at (212) 909-6036.

  Sincerely,

  Fifth Wall Acquisition Corp. III

  /s/ Brendan Wallace

  Brendan Wallace

  Chief Executive Officer

 cc: Steven J. Slutzky, Debevoise & Plimpton LLP

[Signature Page to Acceleration Request for
Registration Statement on Form S-1]

CORRESP
1
filename1.htm

VIA EDGAR

April 16, 2021

Eric Envall

Staff Attorney

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549-7010

 Re: Fifth Wall Acquisition Corp. III

Amendment No. 1 to Draft Registration Statement on Form S-1

Filed March 17, 2021

CIK No. 0001847874

Dear Mr. Envall:

This letter sets forth the response of Fifth Wall
Acquisition Corp. III (the “Registrant”) to the comment contained in your letter, dated March 30, 2021, relating to
Amendment No. 1 to the Draft Registration Statement on Form S-1, filed by the Registrant on March 17, 2021. The comment of the staff of
the U.S. Securities and Exchange Commission (the “Staff”) is set forth in bold italicized text below, and the Registrant’s
response is set forth in plain text immediately following the comment.

The Registrant is filing, via EDGAR, the Registration
Statement on Form S-1 (“Registration Statement”). Capitalized terms used but not defined herein have the meanings assigned
to them in the Registration Statement.

Form S-1 filed March 17, 2021

Other
Considerations, page 8

 1. We note your disclosure that, " Fifth Wall and its Affiliates and our officers and directors have previously sponsored
and formed and become officers or directors of, and in the future may sponsor or form or become officers or directors of, other special
purpose acquisition companies similar to ours..."

Please
indicate what steps you are taking to ensure that actions your management team may make, and any discussions your management team may
have on behalf of entities other than Fifth Wall Acquisition Corp. III will not be in conflict with your disclosure that, “[y]our
officers and directors have neither individually selected nor considered a target business nor have they had any substantive discussions
regarding possible target businesses among themselves or with our underwriters or other advisors.” For example describe how any
efforts that your management team made or is making on behalf of Fifth Wall Acquisition Corp. I will not be in conflict with the independence
of Fifth Wall Acquisition Corp. III.

In
response to the Staff’s comment, the Registrant has revised the disclosure noted by the Staff to clarify that the statement that
 “our officers and directors have neither individually selected nor considered a target business nor have they had any substantive
discussions regarding possible target businesses among themselves or with our underwriters or other advisors” relates to the Registrant
and not any other SPAC that our officers or directors may be affiliated with.

In addition, in response to the Staff’s comment,
the Registrant has revised its disclosures regarding potential conflicts with the independence of the Registrant throughout the Registration
Statement. Please see the revised disclosures in the Registration Statement under:

  · “Summary — General” at page 2;

 · “Summary — Other Considerations”
at pages 9 and 10;

 · “The Offering — Conflicts of Interest”
at pages 25 and 26;

 · “Risk Factors — Risks Related to Our
Proposed Initial Business Combination — Fifth Wall
and each of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual or
other obligations to other entities and, accordingly, may have conflicts of interest in determining to which entity a particular business
opportunity should be presented.” at pages 40 and 41;

  · “Proposed Business — Introduction” at page 74.

 · “Proposed Business — Other Considerations”
at pages 81 and 82;

 · “Management — Conflicts of Interest”
at page 108; and

 · “Certain Relationships and Related Party Transactions” at page   115.

Further, the Registrant respectfully advises the
Staff that it has previously advised its officers, directors and others advising the Registrant that they may not consider any
business combination target for the Registrant, nor may they or anyone acting on their behalf, initiate
any substantive discussions, directly or indirectly, with any business combination target prior to the completion of the initial
public offering of the Registrant.  In connection with this response, the Registrant has restated this instruction to
its officers and directors and such officers and directors have acknowledged receipt of and compliance therewith.

    2

If you have any questions regarding this letter,
please do not hesitate to call me at (212) 909-6036 or Joshua M. Samit at (212) 909-6414.

    Best Regards,

    /s/ Steven J. Slutzky

    Steven J. Slutzky

    cc:
    Sandra Hunter Berkheimer

    Mark Brunhofer

    Sharon Blume

     U.S. Securities and Exchange Commission

    Joelle Khoury

    G.M. Nicholas Vik

Enclosures

    3

United States securities and exchange commission logo
March 30, 2021
Brendan Wallace
Chief Executive Officer and Chairman
Fifth Wall Acquisition Corp. III
6060 Center Drive
10th Floor
Los Angeles, CA 90045
Re:Fifth Wall Acquisition Corp. III
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 17, 2021
CIK No. 0001847874
Dear Mr. Wallace:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No.1 to Draft Registration Statement on Form S-1 submitted March 17, 2021
Other Considerations, page 8
1.We note your disclosure that, "Fifth Wall and its Affiliates and our officers and directors
have previously sponsored and formed and become officers or directors of, and in the
future may sponsor or form or become officers or directors of, other special purpose
acquisition companies similar to ours..."

Please indicate what steps you are taking to ensure that actions your management team
may make, and any discussions your management team may have on behalf of entities
other than Fifth Wall Acquisition Corp. III will not be in conflict with your disclosure

 FirstName LastNameBrendan Wallace
 Comapany NameFifth Wall Acquisition Corp. III
 March 30, 2021 Page 2
 FirstName LastName
Brendan Wallace
Fifth Wall Acquisition Corp. III
March 30, 2021
Page 2
that, "[y]our officers and directors have neither individually selected nor considered a
target business nor have they had any substantive discussions regarding possible target
businesses among themselves or with our underwriters or other advisors."  For example
describe how any efforts that your management team made or is making on behalf of Fifth
Wall Acquisition Corp. I will not be in conflict with the independence of Fifth Wall
Acquisition Corp. III.
            You may contact Mark Brunhofer at (202) 551-3638 or Sharon Blume at (202) 551-3474
if you have questions regarding comments on the financial statements and related
matters.  Please contact Eric Envall at (202) 551-3234 or Sandra Hunter Berkheimer at (202)
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance