What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-04-07 compared with 2022-03-30 · 458 added, 245 removed, 672 unchanged (51% of the section changed)

3 unchanged sentences

Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2022 because of a material weakness in our internal control over financial reporting described below.

Previously Reported Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex features of the Class A ordinary shares, and the presentation of earnings per share was not effectively designed or maintained.

This material weakness resulted in the restatement of the Company’s interim financial statements for the quarter ended June 30, 2021.

Additionally, this material weakness could result in a misstatement of the carrying value of complex financial instruments, and related accounts and disclosures, and presentation of earnings per share that would result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis.

Specifically, the Company’s management has concluded that our control around the interpretation and accounting for extinguishment of a significant contingent obligation was not effectively designed or maintained.

This material weakness resulted in the restatement of the Company’s interim financial statements for the quarters ended June 30, 2022 and September 30, 2022.

As a result, our management performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with generally accepted in the United States of America.

2 unchanged sentences

Management intends to continue to further consult with such professionals in connection with accounting matters.

Our principal executive officer and principal financial officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex financial instruments issued by the Company, and the presentation of earnings per share.

The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting.

While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Controls Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2022.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that our internal controls over financial reporting were not effective as of December 31, 2022.

This Report does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, as the circumstances that led to the restatement of our financial statements as noted below.

Our principal executive officer and principal financial officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex features of the Class A ordinary shares, and the presentation of earnings per share.

Our principal executive officer and principal financial officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for extinguishment of a significant contingent obligation.

18 unchanged sentences

in February 2014.

Wallace also was involved in the founding of Maxi Mobility Spain, S.L.

was involved in the founding of Maxi Mobility Spain, S.L.

(d/b/a Cabify) in September 2012.

12 unchanged sentences

Mykhaylovskyy was a Principal and founding team member at Evergreen Coast Capital, a technology-focused private equity affiliate of Elliott Management Corporation, from January 2016 to March 2017.

Mykhaylovskyy’s other previous leadership roles include

serving as the Vice President at The Gores Group from May 2014 to January 2016 and Chief Financial Officer of Identified, Inc., a data and analytics company, from August 2013 to February 2014.

Mykhaylovskyy’s other previous leadership roles include serving as the Vice President at The Gores Group from May 2014 to January 2016 and Chief Financial Officer of Identified, Inc., a data and analytics company, from August 2013 to February 2014.

Mykhaylovskyy started his career in investment banking at Morgan Stanley & Co.

62 unchanged sentences

The term of office of the first class of directors, consisting of Alana Beard and Poonam Sharma Mathis, is expected to expire at our first annual meeting of shareholders.

The term of office of the second class of directors, consisting of Amanda Parness and Adeyemi Ajao, is

expected to expire at our second annual meeting of shareholders.

The term of office of the second class of directors, consisting of Amanda Parness and Adeyemi Ajao, is expected to expire at our second annual meeting of shareholders.

The term of office of the third class of directors, consisting of Brendan Wallace and Andriy Mykhaylovskyy, will expire at our third annual meeting of shareholders.

Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares.

In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

Pursuant to an agreement entered into concurrently with the IPO, upon consummation of an initial business combination and for so long as our sponsor and its permitted transferees collectively hold at least 50% of the number of ordinary shares held by the sponsor following the IPO (after giving appropriate effect to any sub-divisions, reverse share sub-divisions or other similar corporate transactions, or any adjustment to the conversion rate of the founder shares in connection with an initial business combination) through our sponsor, Fifth Wall, will be entitled to nominate one person for appointment to our board of directors.

Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our Class B ordinary shares.

In addition, prior to the completion of an initial business combination, holders of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason.

Pursuant to an agreement entered into concurrently with the IPO, upon consummation of an initial business combination and for so long as our sponsor and its permitted transferees collectively hold at least 50% of the number of ordinary shares held by the sponsor following the IPO (after giving appropriate effect to any sub-divisions, reverse share sub-divisions or other similar corporate transactions, or any adjustment to the conversion rate of the Class B ordinary shares in connection with an initial business combination) through our sponsor, Fifth Wall, will be entitled to nominate one person for appointment to our board of directors.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

76 unchanged sentences

II or Fifth Wall Acquisition Corp.

III becomes aware of a business combination opportunity with a proptech company serving the residential real estate industry (and no other parties to which such officers or directors may owe any fiduciary, contractual or other obligations, including in the case of officers and directors associated or affiliated with Fifth Wall, Fifth Wall, wish to pursue such opportunity), such officers and directors will present the opportunity to Fifth Wall Acquisition Corp.

III becomes aware of a business combination opportunity with a proptech company serving the residential real estate industry (and no other parties to which such officers or

directors may owe any fiduciary, contractual or other obligations, including in the case of officers and directors associated or affiliated with Fifth Wall, Fifth Wall, wish to pursue such opportunity), such officers and directors will present the opportunity to Fifth Wall Acquisition Corp.

In all other cases, the opportunity will be first presented to Fifth Wall Acquisition Corp.

61 unchanged sentences

Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

● Our sponsor and its transferees, if any, have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination.

Additionally, our sponsor has agreed to waive its redemption rights with respect to any founder shares held by it if we fail to consummate our

initial business combination within 24 months after the closing of the IPO.

Our sponsor and its transferees, if any, have agreed to waive their redemption rights with respect to any Class B ordinary shares and any Public Shares held by them in connection with the consummation of our initial business combination.

Additionally, our sponsor has agreed to waive its redemption rights with respect to any Class B ordinary shares held by it if we fail to consummate our initial business combination within 24 months after the closing of the IPO.

However, if our sponsor acquires Public Shares, it will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to consummate an initial business combination within 24 months from the closing of the IPO.

If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of our Public Shares, and the Private Placement Shares will expire worthless.

With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor or certain of our directors that hold founder shares (or any other permitted assigns, if any) until the earlier of:

With certain limited exceptions, the Class B ordinary shares will not be transferable, assignable by our sponsor or certain of our directors that hold Class B ordinary shares (or any other permitted assigns, if any) until the earlier of:

(A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our Class A ordinary shares equals or exceeds $12.00 per ordinary share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

10 unchanged sentences

Furthermore, in no event will our sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by the company any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination except that following the closing of the IPO, we entered into an administrative support agreement with an affiliate of our sponsor pursuant to which we have agreed to pay the sponsor affiliate a total of up to $17,500 per month for office space and professional, secretarial, administrative and support services provided to us.

In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor has agreed to vote any founder shares held by it and any public shares purchased during or after the offering in favor of our initial business combination and our officers and directors have also agreed to vote any public shares purchased during or after the offering in favor of our initial business combination.

In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor has agreed to vote any Class B ordinary shares held by it and any Public Shares purchased during or after the offering in favor of our initial business combination and our officers and directors have also agreed to vote any Public Shares purchased during or after the offering in favor of our initial business combination.

If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company.

In such case, our sponsor and each member of our management team have agreed to vote their founder shares, Private Placement Shares and public shares in favor of our initial business combination.

In such case, our sponsor and each member of our management team have agreed to vote their Class B ordinary shares, Private Placement Shares and Public Shares in favor of our initial business combination.

Limitation on Liability and Indemnification of Officers and Directors

10 unchanged sentences

Executive Compensation

In May 24, 2021, our sponsor transferred 30,000 founder shares to each of Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis and Amanda Parness.

In May 24, 2021, our sponsor transferred 30,000 Class B ordinary shares to each of Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis and Amanda Parness.

None of our executive officers or directors have received any cash compensation for services rendered to us.

22 unchanged sentences

Fifth Wall Acquisition sponsor III LLC (our sponsor)

6,755,000 (2)

Citadel Advisors LLC (3)

Empyrean Capital Overseas Master Fund, Ltd.

Eminence Capital, LP (5)

Sculptor Capital LP (4)

Saba Capital Management, L.P.

Aristeia Capital, L.L.C.

Andriy Mykhaylovskyy (7)

4 unchanged sentences

Less than 1%.

Unless otherwise noted, the business address of each of our shareholders is 6060 Center Drive, 10th Floor, Los Angeles, CA 90045.

Unless otherwise noted, the business address of each of our shareholders is 1 Little West 12th Street, 4 th Floor, New York, New York 10014.

Our sponsor is the record holder of such shares.

1 unchanged sentence

Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Information based on the Schedule 13G/A filed on February 14, 2022 by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr.

Kenneth Griffin.

The Class A Ordinary Shares are held by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”).

Citadel Advisors is the portfolio manager for CM.

CAH is the sole member of Citadel Advisors.

CGP is the general partner of CAH.

CALC4 is the non-member manager of Citadel Securities.

CSGP is the general partner of CALC4.

Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP.

Each of Citadel Advisors, CAH, CGP, Citadel Securities, CALC4, CSGP and Mr.

Griffin may be deemed to have shared voting and dispositive power with respect to the Class A Ordinary Shares.

The address of each of Citadel Advisors, CAH, CGP, Citadel Securities, CALC4, CSGP and Mr.

Griffin is 131 S.

Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

Information based on the Schedule 13G filed on February 4, 2022 by Empyrean Capital Overseas Master Fund, Ltd.

("ECOMF"), which directly holds the Class A Ordinary Shares, Empyrean Capital Partners, LP ("ECP”), which serves as investment manager to ECOMF with respect to the Class A Ordinary Shares directly held by ECOMF, and Mr.

Amos Meron, who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the Class A Ordinary Shares directly held by ECOMF.

Mykhaylovskyy and Mr.

Wallace are U.S.

Information based on the Schedule 13G/A filed on February 14, 2023 by Empyrean Capital Overseas Master Fund, Ltd.

(“ECOMF”), which directly holds Class A Shares, Empyrean Capital Partners, LP (“ECP”), which serves as investment manager to ECOMF with respect to the Class A Shares directly held by ECOMF, and Mr.

Amos Meron, who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the Class A Shares directly held by ECOMF.

Each of ECP and Mr.

Meron may be deemed to have shared voting and dispositive power with respect to the Class A Ordinary Shares directly held by ECOMF.

Meron may be deemed to have shared voting and dispositive power with respect to the Class A Shares directly held by ECOMF.

The address of each of ECP, ECOMF and Mr.

Meron is 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.

Information based on the Schedule 13G filed on February 14, 2022 by Eminence Capital, LP (“Eminence Capital”) and Mr.

Eminence Capital serves as the management company or investment adviser to, and may be deemed to have shared voting and dispositive power over the Class A Ordinary Shares held by, various investment funds (the “Eminence Funds”) and separately managed accounts (the “Eminence SMAs,” and together with the Eminence Funds, the “Eminence Funds and SMAs”) under its management and control.

The general partner of Eminence Capital is Eminence Capital GP, LLC, the sole managing member of which is Mr.

Sandler is the Chief Executive Officer of Eminence Capital and may be deemed to have shared voting and dispositive power with respect to the Class A Ordinary Shares held by the Eminence Funds and SMAs.

The address of each of Eminence Capital LLC and Mr.

Sandler is 399 Park Avenue, 25th Floor, New York, NY 10022.

Information based on the Schedule 13G filed on February 4, 2022 by Sculptor Capital LP (“Sculptor”), Sculptor Capital II LP (“Sculptor-II”), which is wholly owned by Sculptor, Sculptor Capital Holding Corporation (“SCHC”), Sculptor Capital Holding II LLC (“SCHC-II”), which is wholly owned by Sculptor, Sculptor Capital Management, Inc.

(“SCU”), Sculptor Master Fund, Ltd.

(“SCMF”), Sculptor Special Funding, LP (“NRMD”), which is wholly owned by SCMF, Sculptor Credit Opportunities Master Fund, Ltd.

(“SCCO”), Sculptor SC II LP (“NJGC”) and Sculptor Enhanced Master Fund, Ltd.

The Class A Ordinary Shares are held in a number of private funds and discretionary accounts (collectively, the “Sculptor Accounts”).

Sculptor and Sculptor-II serve as the principal investment managers to the Sculptor Accounts and thus may be deemed beneficial owners of the Class A Ordinary Shares in the Sculptor Accounts managed by Sculptor and Sculptor-II.

SCHC-II serves as the sole general partner of Sculptor-II and is wholly owned by Sculptor.

SCHC serves as the sole general partner of Sculptor.

As such, SCHC and SCHC-II may be deemed to control Sculptor as well as Sculptor-II and, therefore, may be deemed to be the beneficial owners of the Class A Ordinary Shares.

SCU is the sole shareholder of SCHC and may be deemed a beneficial owner of the Class A Ordinary Shares.

The address of the principal business offices of Sculptor, Sculptor-II, SCHC, SCHC-II, SCU, SCMF, NRMD, SCEN, SCCO and NJGC is 9 West 57 Street, 39 Floor, New York, NY 10019.

Meron is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.

Based on the Schedule 13G/A filed with the SEC on February 14, 2023 by Sculptor Capital LP (“Sculptor”).

According to its Schedule 13G/A, Sculptor reported having sole voting power over no shares, shared voting power over 1,799,254 Class A Shares, sole dispositive power over no shares and shared dispositive power over 1,799,254 Class A Shares.

Sculptor Capital LP (“Sculptor”), a Delaware limited partnership, is the principal investment manager to a number of private funds and discretionary accounts (collectively, the “Accounts”).

Sculptor Capital II LP (“Sculptor-II”), a Delaware limited partnership that is wholly owned by Sculptor, also serves as the investment manager to certain of the Accounts.

The Class A Shares reported are held in the Accounts managed by Sculptor and Sculptor-II.

Sculptor Capital Holding Corporation (“SCHC”), a Delaware corporation, serves as the general partner of Sculptor.

Sculptor Capital Holding II LLC (“SCHC-II”), a Delaware limited liability company that is wholly owned by Sculptor, serves as the general partner of Sculptor-II.

Sculptor Capital Management, Inc.

(“SCU”), a Delaware limited liability company, is a holding company that is the sole shareholder of SCHC and the ultimate parent company of Sculptor and Sculptor-II.

Sculptor Master Fund, Ltd.

(“SCMF”) is a Cayman Islands company.

Sculptor is the investment adviser to SCMF.

Sculptor Special Funding, LP (“NRMD”) is a Cayman Islands exempted limited partnership that is wholly owned by SCMF.

Sculptor Credit Opportunities Master Fund, Ltd.

(“SCCO”) is a Cayman Islands company.

Sculptor is the investment adviser to SCCO.

Sculptor SC II LP (“NJGC”) is a Delaware limited partnership.

Sculptor-II is the investment adviser to NJGC.

The address of the principal business offices of Sculptor, Sculptor-II, SCHC, SCHC-II, SCU, SCMF, NRMD, SCCO and NJGC is 9 West 57 Street, 39 Floor, New York, NY 10019.

Information based on the Schedule 13G filed on February 14, 2023 by Saba Capital Management, L.P.

(“Saba LP”), Saba Capital Management GP, LLC (“Saba GP”) and Boaz R.

Weinstein (“Mr.

Saba LP is organized as a limited partnership under the laws of the State of Delaware, Saba GP is organized as a limited liability company under the laws of the State of Delaware and Mr.

Weinstein is a citizen of the United States.

The address of the principal business offices of Saba LP, Saba GP and Weinstein is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

Shares beneficially owned are based on a Schedule 13G filed with the SEC on February 13, 2023 by Aristeia Capital, L.L.C.

(“Aristeia”).

According to the Schedule 13G, Aristeia is the investment manager of, and has voting and investment control with respect to the securities described herein held by, one or more private investment funds.

The address for Aristeia is One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830.

Does not include any shares indirectly owned as a result of interest held in our sponsor.

4 unchanged sentences

Certain Relationships and Related Transactions, and Director Independence

On February 24, 2021, we issued 4,312,500 founder shares to our sponsor in exchange for a payment of $25,000 to cover for certain expenses and offering costs on behalf of us.

Class B Ordinary Shares

On February 24, 2021, we issued 4,312,500 Class B ordinary shares to our sponsor in exchange for a payment of $25,000 to cover for certain expenses and offering costs on behalf of us.

In April 2021, the Company effected a share capitalization for Class B ordinary shares, resulting in an aggregate of 7,187,500 Class B ordinary shares outstanding and an aggregate purchase price of approximately $0.003 per ordinary share.

All shares and associated amounts have been restated to reflect the share capitalization.

On May 24, 2021, our sponsor transferred 30,000 founder shares to each of Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis and Amanda Parness

The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion of the IPO, excluding the Private Placement Shares.

312,500 founder shares were forfeited by our sponsor due to the partial exercise of the underwriters’ over-allotment option.

On May 24, 2021, our sponsor transferred 30,000 Class B ordinary shares to each of Adeyemi Ajao, Alana Beard, Poonam Sharma Mathis and Amanda Parness.

The number of Class B ordinary shares issued was determined based on the expectation that such Class B ordinary shares would represent 20% of the outstanding shares upon completion of the IPO, excluding the Private Placement Shares.

312,500 Class B ordinary shares were forfeited by our sponsor due to the partial exercise of the underwriters’ over-allotment option.

The shares transferred to certain of our directors were not subject to forfeiture.

The founder shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

The Class B ordinary shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

Private Placement Shares

Our sponsor purchased 907,000 Private Placement Shares, at a price of $10.00 per ordinary share in a private placement concurrently with the closing of the IPO for an aggregate purchase price of $9,070,000.

The Private Placement Shares are identical to the Class A ordinary shares sold in the IPO, subject to certain limited exceptions as described in the IPO prospectus.

Corporate Opportunities

Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

6 unchanged sentences

In all other cases, the opportunity will be first presented to Fifth Wall Acquisition Corp.

Finder’s and Consulting Fees

No compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination.

5 unchanged sentences

For the period from February 19, 2021 (inception) through December 31, 2021, the Company incurred expenses of $74,000, under this agreement.

Promissory Note

On February 24, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 pursuant to a promissory note (the “Note”).

3 unchanged sentences

Subsequent to the repayment, the facility was no longer available to the Company.

Related Party Loans

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

5 unchanged sentences

We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

As of December 31, 2022, there were no such loans outstanding.

Potential Arrangements

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

We entered into a registration and shareholder rights agreement with respect to the founder shares (including shares issuable upon conversion of the founder shares) and Private Placement Shares.

Upon consummation of our initial business combination and for so long as our sponsor and its permitted transferees collectively hold at least 50% of the number of ordinary shares held by the sponsor upon consummation of the IPO (after giving appropriate effect to any share sub-divisions, reverse share sub-divisions or other similar corporate transactions, or any adjustment to the conversion rate of the founder shares in connection with an initial business combination), through our sponsor, Fifth Wall will be entitled to nominate one person for appointment to our board of directors.

Registration Rights Agreement

We entered into a registration and shareholder rights agreement with respect to the Class B ordinary shares (including shares issuable upon conversion of the Class B ordinary shares) and Private Placement Shares.

Upon consummation of our initial business combination and for so long as our sponsor and its permitted transferees collectively hold at least 50% of the number of ordinary shares held by the sponsor upon consummation of the IPO (after giving appropriate effect to any share sub-divisions, reverse share sub-divisions or other similar corporate transactions, or any adjustment to the conversion rate of the Class B ordinary shares in connection with an initial business combination), through our sponsor, Fifth Wall will be entitled to nominate one person for appointment to our board of directors.

Policy for Approval of Related Party Transactions

The charter of the audit committee of our board of directors provides for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee.

At its meetings, the audit committee is provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related party.

transaction, and the benefits of the transaction to the company and to the relevant related party.

Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairperson of the committee, participate in some or all of the committee’s discussions of the related party transaction.

9 unchanged sentences

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive of required filings with the SEC for the period from February 19, 2021 (inception) through December 31, 2021, and of services rendered in connection with our initial public offering, totaled approximately $123,600.

The aggregate fees billed by WithumSmith+Brown, PC for audit fees, inclusive of required filings with the SEC for the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021, and of services rendered in connection with our IPO, totaled approximately $84,000 and $123,600, respectively.

Audit-Related Fees .

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

We did not pay WithumSmith+Brown, PC any audit-related fees during the period from February 19, 2021 (inception) through December 31, 2021.

We did not pay WithumSmith+Brown, PC any audit-related fees for the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021.

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

We did not pay WithumSmith+Brown, PC any tax fees during the period from February 19, 2021 (inception) through December 31, 2021.

We did not pay WithumSmith+Brown, PC any tax fees for the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021.

All Other Fees .

All other fees consist of fees billed for all other services.

We did not pay WithumSmith+Brown, PC any other fees during the period from February 19, 2021 (inception) through December 31, 2021.

We did not pay WithumSmith+Brown, PC any other fees for the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021.

Pre-Approval Policy

8 unchanged sentences

We hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index.

Agreement and Plan of Merger, dated as of December 13, 2022, by and among Fifth Wall Acquisition Corp.

III, Queen Merger Corp.

I and Mobile Infrastructure Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 13, 2022).

First Amendment to Agreement and Plan of Merger, dated as of March 23, 2023, by and among Fifth Wall Acquisition Corp.

III, Queen Merger Corp.

I and Mobile Infrastructure Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 23, 2023).

Amended and Restated Memorandum and Articles of Association of the Company, effective May 24, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 28, 2021).

Description of Securities (filed herewith).

Description of Securities (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021).

Investment Management Trust Agreement, dated May 24, 2021, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 28, 2021).

6 unchanged sentences

Administrative Support Agreement, dated June 7, 2021, between the Company and Fifth Wall Ventures Management (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 8, 2021)

Sponsor Lock-up Agreement, dated as of December 13, 2022, by and among Fifth Wall Acquisition Sponsor III LLC, Fifth Wall Acquisition Corp.

III, and Mobile Infrastructure Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 13, 2022).

Seller Lock-up Agreement, dated as of December 13, 2022, by and among Fifth Wall Acquisition Corp.

III, Mobile Infrastructure Corporation and certain security holders of Mobile Infrastructure Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 13, 2022).

Sponsor Agreement, dated as of December 13, 2022, by and among Fifth Wall Acquisition Corp.

III, Fifth Wall Acquisition Sponsor III LLC, and certain holders of Fifth Wall Acquisition Corp.

III’s Class B ordinary shares (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 13, 2022).

Form of Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 13, 2022).

Support Agreement, dated as of December 13, 2022, by and between Fifth Wall Acquisition Corp.

III and Color Up, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on December 13, 2022).

Amended and Restated Support Agreement, dated as of March 22, 2023, by and between Fifth Wall Acquisition Corp.

III and HSCP Strategic III, L.P (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 23, 2023).

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

14 unchanged sentences

FIFTH WALL ACQUISITION CORP.

March 30, 2022

April 6, 2023

/s/ Andriy Mykhaylovskyy

6 unchanged sentences

(Principal Executive Officer)

March 30, 2022

April 6, 2023

/s/ Andriy Mykhaylovskyy

2 unchanged sentences

(Principal Financial and Accounting Officer)

March 30, 2022

/s/ Adeymo Ajao

March 30, 2022

April 6, 2023

/s/ Adeyemi Ajao

April 6, 2023

/s/ Alana Beard

March 30, 2022

April 6, 2023

/s/ Poonam Sharma Mathis

Poonam Sharma Mathis

March 30, 2022

April 6, 2023

/s/ Amanda Parness

Amanda Parness

March 30, 2022

FIFTH WALL ACQUISITION CORP.

Index to Financial Statements

April 6, 2023

Index to Consolidated financial statements

Report of Independent Public Accounting Firm

Balance Sheet as of December 31, 2021

Statement of Operations for the period from February 19, 2021 (inception) through December 31, 2021

Statement of Changes in Shareholders’ Deficit for the period from February 19, 2021 (inception) through December 31, 2021

Statement of Cash Flows for the period from February 19, 2021 (inception) through December 31, 2021

Notes to Financial Statements

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021

Consolidated Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021

Consolidated Statements of Cash Flows for the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Fifth Wall Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Fifth Wall Acquisition Corp.

III (the “Company”) as of December 31, 2021, the related statements of operations, changes in shareholders’ deficit and cash flows for the period from February 19, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from February 19, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Fifth Wall Acquisition Corp.

III (the “Company”) as of December

31, 2022 and 2021, the related consolidated statements of operations, changes in shareholders’ deficit and cash flows for the year then ended and for the period from February 19, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year then ended December 31, 2022, and the period from February 19, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter – Restatement of Unaudited Interim Financial Statements

As discussed in Note 2 to the consolidated financial statements, the Company previously did not account for the partial waiver of the deferred underwriting fee waiver on its balance sheet.

Management has determined that the forgiveness should have been treated as a credit to stockholders’ deficit.

Accordingly, the 2022 unaudited interim financial statements have been restated within Note 2 to correct the accounting and related disclosure for the forgiveness of the deferred underwriting fee.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by May 27, 2023, then the Company will cease all operations except for the purpose of liquidating.

The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

1 unchanged sentence

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

1 unchanged sentence

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

2 unchanged sentences

New York, New York

March 30, 2022

April 6, 2023

PCAOB ID Number 100

FIFTH WALL ACQUISITION CORP.

BALANCE SHEET

DECEMBER 31, 2021

CONSOLIDATED BALANCE SHEETS

Current assets:

11 unchanged sentences

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

27,500,000 at redemption value of $10.00 per share

27,500,000 at redemption value of

$ 10.10 and $ 10.00 per share as of December 31, 2022 and 2021, respectively

Shareholders’ Deficit:

Preferred shares, $ 0.0001 par value;

1,000,000 shares authorized; none issued and outstanding

1,000,000 shares authorized;

none issued and outstanding as of December 31, 2022 and 2021

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

907,000 shares issued and outstanding (excluding 27,500,000 shares subject to possible redemption)

907,000 shares issued and outstanding (excluding 27,500,000 shares subject to possible redemption) as of December 31, 2022 and 2021

Class B ordinary shares, $ 0.0001 par value;

20,000,000 shares authorized;

6,875,000 shares issued and outstanding

Additional paid-in capital

6,875,000 shares issued and outstanding as of December 31, 2022 and 2021

Additional paid-in

Accumulated deficit

( 8,053,173 )

Total shareholders’ deficit

( 8,052,394 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

FIFTH WALL ACQUISITION CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM FEBRUARY 19, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

CONSOLIDATED STATEMENTS OF OPERATIONS

General and administrative expenses

1 unchanged sentence

Loss from operations

( 1,113,142 )

Other income:

Income from investments held in Trust Account

( 1,100,581 )

Net income (loss)

Weighted average number of shares outstanding of Class A ordinary shares

Basic and diluted net loss per share, Class A ordinary shares

Basic and diluted net income (loss) per share, Class A ordinary shares

Weighted average number of shares outstanding of Class B ordinary shares

Basic and diluted net loss per share,Class B ordinary shares

The accompanying notes are an integral part of these financial statements.

Basic and diluted net income (loss) per share, Class B ordinary shares

The accompanying notes are an integral part of these consolidated financial statements.

FIFTH WALL ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE PERIOD FROM FEBRUARY 19, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

Ordinary shares

4 unchanged sentences

Accretion of Class A ordinary shares subject to possible redemption amount

( 9,094,190 )

( 7,005,176 )

( 16,099,366 )

Forfeiture of Class B ordinary shares

Subsequent measurement of Class A ordinary shares subject to redemption against additional paid-in capital and accumulated deficit

( 1,100,581 )

Subsequent measurement of Class A ordinary shares subject to redemption against additional paid-in

capital and accumulated deficit

Balance—December 31, 2021

( 8,053,173 )

( 8,052,394 )

The accompanying notes are an integral part of these financial statements.

Adjustment for accretion of Class A ordinary share subject to possible redemption amount

Balance—December 31, 2022

The accompanying notes are an integral part of these consolidated financial statements.

FIFTH WALL ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM FEBRUARY 19, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

( 1,100,581 )

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

General and administrative expenses paid by Sponsor in exchange for issuance of Class B ordinary shares

Income from investments held in Trust Account

Changes in operating assets:

Changes in operating assets and liabilities:

Prepaid expenses

( 1,121,860 )

Accounts payable

1 unchanged sentence

Net cash used in operating activities

( 1,980,201 )

Cash Flows from Investing Activities:

7 unchanged sentences

Proceeds received from private placement

Proceeds received from initial public offering

Proceeds received from initial public offering, gross

Offering costs paid

( 6,351,813 )

Net cash provided by financing activities

2 unchanged sentences

Cash—end of the period

Supplemental disclosure of noncash financing activities:

Supplemental disclosure of noncash activities:

Offering costs included in accrued expenses

Deferred Underwriting commissions in connection with the initial public offering

The accompanying notes are an integral part of these financial statements.

Extinguishment of deferred underwriting commissions allocated to Public Shares

The accompanying notes are an integral part of these consolidated financial statements.

FIFTH WALL ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

7 unchanged sentences

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering (as defined below).

The Company will generate non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering (as defined below).

The Company’s sponsor is Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands exempted limited company (the “Sponsor”).

The registration statement on Form S-1 for the Company’s Initial Public Offering was declared effective on May 24, 2021.

The registration statement on Form S-1

for the Company’s Initial Public Offering was declared effective on May 24, 2021.

On May 27, 2021, the Company consummated its Initial Public Offering of 27,500,000 Class A ordinary shares (the “Public Shares”), including 2,500,000 Public Shares as a result of the underwriters’ partial exercise of their over-allotment option, at an offering price of $ 10.00 per Public Share, generating gross proceeds of $ 275.0 million, and incurring offering costs of approximately $ 16.1 million, of which approximately $ 9.6 million was for deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 907,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $ 10.00 per Private Placement Share to the Sponsor, generating gross proceeds of approximately $ 9.1 million (Note 4).

Upon the closing of the Initial Public Offering, management agreed that an amount equal to at least $ 10.00 per Public Share sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Shares, are held in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and is invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations, until the earlier of:

6 unchanged sentences

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes).

The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6).

The Public Shareholders will be entitled to redeem their Public Shares

FIFTH WALL ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes).

The per-share

amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5).

These redeemable Public Shares were classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon consummation of such a Business Combination and only if a majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination.

8 unchanged sentences

If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes that were paid by the Company or are payable by the Company, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes that were paid by the Company or are payable by the Company, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

FIFTH WALL ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The initial shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period.

However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 5

) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $ 10.00 per share initially held in the Trust Account.

3 unchanged sentences

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of December 31, 2021, the Company had approximately $ 738,000 in its operating bank account and working capital of approximately $ 1.6 million.

Proposed Merger

On December 13, 2022, the Company (together with its successors, including after the Domestication (as defined below)), entered into an agreement and plan of merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Queen Merger Corp.

I, a Maryland corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Mobile Infrastructure Corporation, a Maryland corporation (“MIC”).

The transactions set forth in the Merger Agreement, including the Mergers (defined below), will constitute an “initial business combination” as contemplated by the Amended and Restated Memorandum and Articles of Association and is referred to herein as the “Merger”.

On March 23, 2023, the Company, Merger Sub and MIC entered into the First Amendment to the Agreement and Plan of Merger (the “First Amendment”) to, among other things, clarify the intended tax treatment of the Merger, expand the size of the post-closing board of directors, and revise certain pre-closing reorganizational steps of MIC affiliates.

The Merger Agreement provides for, among other things, the following transactions:

(i) the Company will transfer by way of continuation from the Cayman Islands to the State of Maryland and will domesticate by means of a corporate conversion (the “Domestication”) to a Maryland corporation (“Surviving Pubco”) in accordance with Title 3, Section 9 of the Maryland General Corporation Law, as amended (the “MGCL”), and Part XII of the Cayman Islands Companies Act (as revised), and, in connection with the Domestication, (A) each then issued and outstanding Class A ordinary share, par value $ 0.0001 per share, of the Company (the “Class A Shares”) will convert automatically, on a one-for-one basis,

into one share of common stock, par value $0.0001, of Surviving Pubco (the “Surviving Pubco Shares”);

and (B) each then issued and outstanding Class B ordinary share, par value $ 0.0001 per share, of the Company will convert automatically, on a one-for-one basis,

into one Surviving Pubco Share;

and (ii) following the Domestication, (A) Merger Sub will merge with and into MIC in accordance with the MGCL (the “First Merger”), with MIC continuing as the surviving entity (the “First-Step Surviving Company”) and (B) immediately following the effectiveness of the First Merger, the First-Step Surviving Company will merge with and into Surviving Pubco in accordance with the MGCL (the “Second Merger” and, together with the First Merger, the “Mergers”), with Surviving Pubco continuing as the surviving entity (the “Second-Step Surviving Company”).

FIFTH WALL ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Lock-up Agreements

Sponsor Lock-up Agreement

Concurrently with the execution of the Merger Agreement, our sponsor, MIC and the Company entered into a lock-up

agreement (“Sponsor Lock-up

Pursuant to the Sponsor Lock-up

Agreement, our sponsor agreed, among other things, that its shares received in exchange for the Class A Shares in the Mergers, may not be transferred until, subject to certain customary exceptions, the earlier to occur of (a)

six (6) months

following the consummation of the transactions contemplated by the Merger Agreement (the “Closing”) and (b) the date after the Closing on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their equity holdings in the Company for cash, securities

or other property.

Seller Lock-up Agreement

Concurrently with the execution of the Merger Agreement, certain security holders of MIC (“MIC Holders”), the Company and MIC entered into a lock-up agreement

(“Seller Lock-up Agreement”).

Pursuant to the Seller Lock-up Agreement,

MIC Holders agreed, among other things, that their shares of Surviving Pubco Shares received in exchange for their shares of MIC Common Stock may not be transferred until, subject to certain customary exceptions, the earlier to occur of (a) six (6) months following Closing and (b) the date after the Closing on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their equity holdings in the Company for cash, securities or other property.

Sponsor Agreement

Concurrently with the execution of the Merger Agreement, the Company also entered into a Sponsor Agreement (the “Sponsor Agreement”) with our sponsor

, and certain holders of the Company’s Class B ordinary shares, par value $ 0.0001 per share (the “Class B Holders”), whereby our sponsor

and the Class B Holders, have agreed to waive certain of their anti-dilution and conversion rights with respect to their Class B ordinary shares

(such shares, together with any Class A Shares or Surviving Pubco Shares issuable upon conversion thereof, the “Founder Shares”).

ponsor also has agreed to certain restrictions with respect to its Founder Shares, as follows:

(a) 1,658,750 Founder Shares will vest at such time as the aggregate volume-weighted average price per Surviving Pubco Share for any

-consecutive trading

day period after the date on which the Closing occurs (the “Closing Date”) equals or exceed $

16.00 per share (provided that such Founder Shares will be cancelled if the Founder Shares have not vested prior to December 31, 2026 ), (b) 1,658,750 Founder Shares will vest at such time as the aggregate volume-weighted average price per Surviving Pubco Share for any 5 -consecutive trading

day period after the Closing Date equals or exceeds $ 20.00 per share (provided that such Founder Shares will be cancelled if the Founder Shares have not vested prior to December 31, 2028 ), (c) our sponsor

will deliver to the Company for cancellation and for no consideration 1,375,000 Founder Shares and any portion of 2,062,500 Founder Shares not transferred to third-party investors in connection with the Closing, and (d) if the aggregate cash proceeds generated

from additional Subscription Agreements (defined below) entered into with other investors

PIPE Investments ”)

the Initial PIPE Investment (defined below)

and PIPE Investments by MIC’s directors, officers and affiliates) and any other third-party financing (other than debt financing) to be funded at the Closing are less than $ 40,000,000 , our

ponsor will deliver to the Company for cancellation and for no consideration 1,375,000 Founder Shares, which number of shares shall be reduced to 1,000,000 Founder Shares if such cash proceeds at Closing equal or exceed $ 40,000,000 but are less than $ 50,000,000 .

If earlier, the Founder Shares described in the foregoing clauses (a) and (b) shall vest on the date after the Closing on which Surviving Pubco (or its successors) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Surviving Pubco’s (or its successor’s) stockholders having the right to exchange their Surviving Pubco Shares for cash, securities or other property.

FIFTH WALL ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PIPE Investment (Private Placement)

Concurrently with the execution of the Merger Agreement, the Company entered into a subscription agreement (the “Subscription Agreement”) with each of Harvest Small Cap Partners, L.P.

and Harvest Small Cap Partners Master, Ltd.

(collectively, the “Initial PIPE Investor”), pursuant to

which, among other things, the Initial PIPE Investor has agreed to subscribe for and purchase, and the Company has agreed to issue and sell to the Initial PIPE Investor an aggregate of 1,200,000 Surviving Pubco Shares for a purchase price of $ 10.00 per 1.2 shares, on the terms and subject to the conditions set forth therein (the “Initial PIPE Investment”).

The Subscription Agreement contains customary representations and warranties of the Company, on the one hand, and the Initial PIPE Investor, on the other hand, and customary conditions to closing, including the consummation of the transactions contemplated by the Merger Agreement.

Surviving Pubco Shares to be issued and sold to the Initial PIPE Investor pursuant to the Subscription Agreement will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

The Subscription Agreement provides the Initial PIPE Investor with certain customary registration rights.

The Subscription Agreement further provides that one-sixth of

the Surviving Pubco Shares issued to the PIPE Investors will be subject to certain transfer restrictions.

Support Agreements

Color Up Support Agreement

Concurrently with the execution of the Merger Agreement, the Company and Color Up, LLC, a Delaware limited liability company (“Color Up”), entered into an agreement (the “Color Up Support Agreement”) pursuant to which Color Up agreed to vote its shares of MIC Common Stock (i) in favor of the Mergers and the transactions contemplated by the Merger Agreement, (ii) in favor of any proposal to adjourn a meeting of the MIC stockholders at which there is a proposal to adopt the Merger Agreement if there are not sufficient votes to adopt the proposals described in clause (i) above or if there are not sufficient shares of MIC’s common stock present in person or represented by proxy to constitute a quorum, (iii) against any merger, purchase of all or substantially all of the MIC’s assets or other business combination transaction (other than the Merger Agreement), (iv) subject to certain exceptions, in any circumstances upon which a consent or other approval is required under MIC’s Charter or otherwise sought with respect to the Merger Agreement (including the Mergers), to vote, consent or approve all of Color Up’s MIC Common Stock held at such time in favor thereof, (v) against and withhold consent with respect to any merger, purchase of all or substantially all of MIC’s assets or other business combination transaction (other than the Merger Agreement), (vi) against any proposal, action or agreement that would impede, frustrate, prevent or nullify any provision of the Color Up Support Agreement, the Merger Agreement, or the Mergers, and (vii) in favor of any proposal to amend the Third Amended and Restated Limited Partnership Agreement of Mobile Infra Operating Partnership, L.P.

(including the conversion to a limited liability company, the “LLCA”), as contemplated by the Merger Agreement.

The Color Up Support Agreement also contains customary termination provisions.

FIFTH WALL ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HS3 Support Agreement

Concurrently with the execution of the Merger Agreement, the Company and HSCP Strategic III, L.P., a Delaware limited partnership (“HS3”), entered into an agreement (as amended by the First Amendment, the “A&R HS3 Support Agreement”) pursuant to which HS3 agreed to, among other things, enter into the LLCA in connection with the consummation of the Merger.

The A&R HS3 Support Agreement also contains customary termination provisions.

Additional information regarding MIC and the Merger is available in the proxy statement/prospectus most recently filed by the Company with the SEC on January 13, 2023.

Liquidity and Going Concern

As of December 31, 2022, the Company had approximately $ 443,000 in its operating bank account and working capital deficit

of approximately $ 1.1 million.

The Company’s liquidity needs through December 31, 2022 have been satisfied through a payment of $ 25,000 by the Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 5), the loan of approximately $ 109,000 from the Sponsor pursuant to the Note (see Note 5), and the proceeds from the consummation of the Private Placement not held in the Trust Account.

1 unchanged sentence

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (see Note 5).

As of December 31, 2021, there were no amounts outstanding under any Working Capital Loan.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.

Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

As of December 31, 2022 and 2021, there were no amounts outstanding under any Working Capital Loan.

In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15,

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity needs, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 27, 2023.

The consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

The Company intends to complete a Business Combination before the mandatory liquidation date.

Over this time period, the Company will be using the funds outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company had recognized a liability upon closing of their initial public offering in May 2021 for a portion of the underwriters’ commissions which was contingently payable upon closing of a future business combination, with the offsetting entry resulting in an initial discount to the securities sold in the initial public offering.

On June 6, 2022, Goldman Sachs & Co.

LLC irrevocably waived its rights to the deferred underwriting commissions due under the underwriting agreement.

The Company did not recognize the waiver in the Company’s Form 10-Qs

for the quarterly periods ended June 30, 2022 and September 30, 2022 (the “Affected Quarterly Periods”).

Upon subsequent review and analysis, management concluded that the Company should have recognized the extinguishment of contingent liability allocated to Public Shares as an adjustment to the carrying value of the Class A ordinary shares subject to possible redemption.

Therefore, the Company’s management and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) concluded that the Company’s Affected Quarterly Periods should no longer be relied upon and that it is appropriate to restate them.

As such, the Company will restate its financial statements in this Form 10-K.

The previously presented Affected Quarterly Period should no longer be relied upon.

Impact of the Restatement

The impact of the restatement on the unaudited interim balance sheets, statements of changes in stockholders’ deficit and statements of cash flows for the affected period is presented below.

The restatement had no impact on net cash flows from operating, investing or financing activities.

Balance Sheets:

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2022:

As of June 30, 2022

As Previously

Total current liabilities

Deferred underwriting commissions

Total liabilities

Class A ordinary shares subject to possible redemption

Preferred shares

Class A ordinary shares

Class B ordinary shares

Additional paid-in

Accumulated deficit

Total shareholders’ deficit

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of September 30, 2022:

As of September 30, 2022

As Previously

Total current liabilities

Deferred underwriting commissions

Total liabilities

Class A ordinary shares subject to possible redemption

Preferred shares

Class A ordinary shares

Class B ordinary shares

Additional paid-in

Accumulated deficit

Total shareholders’ deficit

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

Statement of Changes in Stockholders’ Deficit:

The table below presents the effect of the financial statement adjustments related to the restatement

discussed above of the Company’s previously reported accumulated deficit in the statement of changes in stockholders’ deficit for the six months ended June 30, 2022:

For the Six Months Ended June 30, 2022

As Previously

Balance—December 31, 2021

Adjustment for accretion of Class A ordinary shares subject to possible redemption amount

Balance—June 30, 2022

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported accumulated deficit in the statement of changes in stockholders’ deficit for the nine months ended September

For the Nine Months Ended September 30, 2022

As Previously

Balance—December 31, 2021

Adjustment for accretion of Class A ordinary shares subject to possible redemption amount

Balance—September 30, 2022

Statement of Cash Flows:

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2022:

For the Six Months Ended June 30, 2022

As Previously

Supplemental disclosure of noncash financing activities:

Extinguishment of deferred underwriting commissions allocated to Public Shares

For the Nine Months Ended September 30, 2022

As Previously

Supplemental disclosure of noncash financing activities:

Extinguishment of deferred underwriting commissions allocated to Public Shares

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements are presented in U.S.

The accompanying consolidated financial statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

FIFTH WALL ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Principles of Consolidation

The consolidated financial statements of the Company include its wholly-owned subsidiary in connection with the Proposed Business Combination.

All inter-company accounts and transactions are eliminated in consolidation.

Emerging growth company

1 unchanged sentence

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

1 unchanged sentence

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had approximately $ 737,986 in cash and no cash equivalents as of December 31, 2021.

The Company had no cash equivalents as of December 31, 2022 and 2021.

Investments Held in Trust Account

5 unchanged sentences

When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value.

Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities is included in income on investments held in the Trust Account in the accompanying statement of operations.

Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of these securities are included in income on investments held in the Trust Account in the accompanying statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

FIFTH WALL ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $ 250,000 .

As of December 31,

FIFTH WALL ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

As of December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair value of financial instruments

14 unchanged sentences

Offering costs associated with the Class A ordinary shares were charged against the carrying value of the Class A ordinary shares upon the completion of the Initial Public Offering.

The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

The Company classifies deferred underwriting commissions as non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Ordinary Shares Subject to Possible Redemption

3 unchanged sentences

As part of the Private Placement, the Company issued 907,000 shares of Class A ordinary shares to the Sponsor.

These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, as such are considered non-redeemable and presented as permanent equity in the Company’s balance sheet.

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, 27,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

These Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the initial business combination, as such are considered non-redeemable

and presented as permanent equity in the Company’s

FIFTH WALL ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

consolidated balance sheets.

The Company’s redeemable Class A ordinary shares sold as part of the Initial Public Offering, feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, 27,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s consolidated balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period.

This method would view the end of the reporting period as if it were also the redemption date for the security.

Effective with the closing of the Initial Public Offering

FIFTH WALL ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Net loss per ordinary share

Effective with the closing of the Initial Public Offering (including the exercise of the over-allotment option), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in

capital (to the extent available) and accumulated deficit.

Net income (loss) per ordinary share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

This presentation assumes a business combination as the most likely outcome.

Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.

1 unchanged sentence

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares:

For The Period From February 19, 2021

(Inception) through December 31, 2021

Basic and diluted net loss per ordinary share:

Allocation of net loss

For the Year Ended

December 31, 2022

For the Period from

February 19, 2021

(Inception) Through

December 31, 2021

Basic and diluted net income (loss) per ordinary share:

Allocation of net income (loss)

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net loss per ordinary share

Basic and diluted net income (loss) per ordinary share

FASB ASC Topic 740, “Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

FIFTH WALL ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

As such, the Company’s tax provision was zero for the periods presented.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recent accounting standards

In August 2020, the FASB issued ASU No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The Company adopted ASU 2020-06 on February 19, 2021 (inception).

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

FIFTH WALL ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

In June 2022, the FASB issued ASU 2022-03,

ASC Subtopic 820, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”.

The ASU amends ASC 820 to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value.

The ASU applies to both holders and issuers of equity and equity-linked securities measured at fair value.

The amendments in this ASU are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance.

The Company is still evaluating the impact of this pronouncement on the consolidated financial statements.

INITIAL PUBLIC OFFERING

8 unchanged sentences

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of:

(A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading

day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

FIFTH WALL ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Private Placement Shares

4 unchanged sentences

On February 24, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 pursuant to a promissory note (the “Note”).

This loan was non-interest bearing and payable upon the completion of the Initial Public Offering.

This loan was non-interest

bearing and payable upon the completion of the Initial Public Offering.

The Company borrowed approximately $ 109,000 through the Initial Public Offering.

6 unchanged sentences

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

FIFTH WALL ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

convertible into shares of the post Business Combination entity at a price of $ 10.00 per share.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $ 10.00 per share.

The shares would be identical to the Private Placement Shares.

As of December 31, 2021 the Company had no outstanding borrowing under the Working Capital Loan.

As of December 31, 2022 and 2021 the Company had no outstanding borrowing under the Working Capital Loan.

Administrative Services Agreement

1 unchanged sentence

Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

For the period from February 19, 2021 (inception) through December 31, 2021, the Company incurred expenses of $ 74,000 , under this agreement.

As of December 31, 2021, the Company had $ 74,000 in balance outstanding for services in connection with such agreement on the accompanying balance sheet.

In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations.

For the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021, the Company incurred expenses of $ 210,000 and $ 74,000 , under this agreement, respectively.

As of December 31, 2022 and 2021, the Company had $ 284,000 and $ 74,000 , respectively, in balance outstanding for services in connection with such agreement on the accompanying consolidated balance sheets.

In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket

expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations.

The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or the Company’s or their affiliates.

Any such payments prior to an initial Business Combination will be made from funds held outside the Trust Account.

No such amounts were reimbursed or accrued for as of December 31, 2021.

For the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021, and as of December 31, 2022 and 2021, no such amounts were reimbursed or accrued respectively.

FIFTH WALL ACQUISITION CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination.

However, the registration and shareholder rights agreement provide that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, in accordance with the letter agreement the Company’s initial shareholders entered into and (ii) in the case of the Private Placement Shares, 30 days after the completion of the Company’s Business Combination.

period, which occurs (i) in the case of the Founder Shares, in accordance with the letter agreement the Company’s initial shareholders entered into and (ii) in the case of the Private Placement Shares, 30 days after the completion of the Company’s Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

As of December 31, 2021, there were no amounts incurred or accrued for such expenses.

For the year ended December 31, 2022 and for the period from February 19, 2021 (inception) through December 31, 2021, and as of December 31, 2022 and 2021,

no such amounts were reimbursed or accrued respectively .

Underwriting Agreement

The Company granted the underwriters a 45 -day option from the final prospectus relating to the Initial Public Offering to purchase up to 3,750,000 additional Public Shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

The Company granted the underwriters a 45 -day

option from the final prospectus relating to the Initial Public Offering to purchase up to 3,750,000 additional Public Shares to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

On May 27, 2021, the underwriters partially exercised the over-allotment option to purchase an additional 2,500,000 Class A ordinary shares.

3 unchanged sentences

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

In 2022, Goldman Sachs & Co.

LLC (“Goldman”) and BofA Securities, Inc.

(“BofA”), two of the representatives of the underwriters of the Company’s IPO, waived their deferred underwriting fee that accrued from their participation in the IPO, resulting in a gain from settlement of deferred underwriting commissions of approximately $ 6.0 million.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements.

The financial statements does not include any adjustments that might result from the outcome of this uncertainty.

Management continues to evaluate the impact of the COVID-19

pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of the consolidated financial statements.

The consolidated financial statements does not include any adjustments that might result from the outcome of this uncertainty.

Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide.

Specifically, the rising conflict between Russia and Ukraine, and resulting market volatility could adversely affect the Company’s ability to complete a business combination.

In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia.

Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a business combination and the value of the Company’s securities.

FIFTH WALL ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7—CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

2 unchanged sentences

Holders of the Company’s Class A ordinary shares are entitled to one vote for each share.

As of December 31, 2021, there were 28,407,000 shares of Class A ordinary shares outstanding, of which 27,500,000 were subject to possible redemption and are classified outside of permanent equity in the balance sheet.

The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table:

As of December 31, 2022 and 2021, there were 28,407,000 shares of Class A ordinary shares outstanding, of which 27,500,000 were subject to possible redemption and are classified outside of permanent equity in the consolidated balance sheets.

The Class A ordinary shares subject to possible redemption reflected on the consolidated balance sheets is reconciled on the following table:

Gross proceeds

Offering costs allocated to Class A ordinary shares subject to possible redemption

( 16,046,813 )

Accretion on Class A ordinary shares subject to possible redemption amount

Class A ordinary shares subject to possible redemption

Offering costs allocated to Class A ordinary shares subject to possible

Accretion of carrying value to redemption value

Class A ordinary shares subject to possible redemption as of December 31, 2021

Waiver of offering costs allocated to Class A ordinary shares subject to

possible redemption

Increase in redemption value of Class A ordinary shares subject to possible redemption

Class A ordinary shares subject to possible redemption as of December 31, 2022

SHAREHOLDERS’ DEFICIT

Preference Shares —The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share.

As of December 31, 2021, there were no preference shares issued or outstanding .

Class A Ordinary Shares— The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

As of December 31, 2021, there were 28,407,000 Class A ordinary shares outstanding, of which 27,500,000 are classified as temporary equity(see Note 6).

Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

As of December 31, 2021, there were 6,875,000 Class B ordinary shares issued and outstanding (see Note 5).

Preference Shares

-The Company is authorized to issue 1,000,000 preference shares with a par value of $ 0.0001 per share.

As of December 31, 2022 and 2021, there were no preference shares issued or outstanding.

A Ordinary Shares-

The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

As of December 31, 2022 and 2021, there were 28,407,000 Class A ordinary shares outstanding, of which 27,500,000 are classified as temporary equity (see Note 6).

B Ordinary Shares

–The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

As of December 31, 2022 and 2021, there were 6,875,000 Class B ordinary shares issued and outstanding (see Note 4).

Class A ordinary shareholders and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as a single class, except as required by law;

provided, that, prior to the initial Business Combination, holders of Class B ordinary shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason, and holders of Class A ordinary shares will not be entitled to vote on the appointment of directors during such time.

Class B ordinary shares will automatically convert into Class A ordinary shares on a one -for-one basis (the “Initial Conversion Ratio”):

Class B ordinary shares will automatically convert into Class A ordinary shares on a one -for-one

basis (the “Initial Conversion Ratio”):

(a) at any time and from time to time at the option of the Sponsor;

or (b) automatically on the day of the consummation of a Business Combination.

Notwithstanding the Initial Conversion Ratio, in the case that additional Class A ordinary shares or any other equity-linked securities, are issued, or deemed issued, by the Company in excess of the amounts offered in the Initial Public Offering and related to the consummation of a Business Combination, including pursuant to a specified future issuance, the ratio at which Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the Sponsor agrees to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 per cent of the sum of all Class B ordinary shares in issue upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (after giving effect to any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement shares issued to the Sponsor, officers or directors upon conversion of working capital loans.

The automatic conversion of the Class B ordinary shares into Class A ordinary shares on the day of consummation of the initial Business Combination is not subject to any further triggering events.

basis, 20 per cent of the sum of all Class B ordinary shares in issue upon completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with a Business Combination (after giving effect to any redemptions of Class A ordinary shares by public shareholders), excluding any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination and any private placement shares issued to the Sponsor, officers or directors upon conversion of working capital loans.

The automatic conversion of the Class B ordinary shares into Class A ordinary shares

on the day of consummation of the initial Business Combination is not subject to any further triggering events.

FIFTH WALL ACQUISITION CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2021 by level within the fair value hierarchy:

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 by level within the fair value hierarchy:

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Assets - Investments held in Trust Account:

Money market fund

Significant Other

Assets—Investments held in Trust Account—Money Market Fund

December 31, 2022

December 31, 2021

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period.

2 unchanged sentences

The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

No money has been withdrawn from the Trust.

No money has been

withdrawn from the Trust.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date and up to the date financial statements were issued.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements.

The specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Based upon this review, the Company did not identify any other subsequent events, that would have required adjustment or disclosure in the financial statements.

On February 24, 2023, Deutsche Bank Securities Inc., an underwriter to the Company’s IPO, waived its entitlement to its portion of its deferred underwriting fee payable upon consummation of an initial business combination pursuant to the underwriting agreement.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date and up to the date consolidated financial statements were issued.

Based upon this review, other than as disclosed above, the Company did not identify any other subsequent events, that would have required adjustment or disclosure in the consolidated financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures