Fifth Wall Acquisition Corp. III (NASDAQ:FWAC) announced this afternoon that it has amended its sponsor agreement and subscription agreement in connection to its proposed merger with parking asset owner Mobile Infrastructure.
On June 15, the SPAC entered into an amended sponsor agreement with its sponsor, MIC and the Class B Holders, whereby the sponsor agreed to certain restrictions with respect to its founder shares. The restriction goes as follows: 1 million Founder Shares will vest at such time as the aggregate VWAP per Surviving Pubco Share for any 5-consecutive trading day period after the closing of the deal equals or exceeds $13.00 per share, 1 million Founder Shares will vest at such time as the aggregate VWAP per Surviving Pubco Share for any 5-consecutive trading day period after the closing equals or exceeds $16.00 per share and the sponsor will deliver to FWAC for cancellation and for no consideration 4,775,000 Founder Shares.
In another development, the SPAC and certain investors entered into a new PIPE pursuant to which the investors agreed to subscribe for and purchase 46,000 shares of Series 2 Preferred Stock for $1,000.00 per share in a private placement for an aggregate purchase price of $46 million.
The shares are not registered under the Securities Act, and there will be a one-year lock-up period for the new investors. FWAC has also terminated the initial PIPE, which was previously established with Harvest Small Cap Partners. The termination was mutual, rendering the Initial PIPE Subscription Agreement null and void. It’s important to note that the shares of Series 2 Preferred Stock issued to the new PIPE investors, including any Surviving Pubco Shares obtained upon conversion, are not registered under the Securities Act, relying on relevant exemptions. These updates mark significant developments for FWAC as it continues to navigate its merger with Mobile Infrastructure.
In connection with the consummation of the domestication, FWAC will file a Proposed Charter designating 60,000 shares of Surviving Pubco’s preferred stock as Series 2 Convertible Preferred Stock (Series 2 Preferred Stock). Below are the key terms of the Series 2 Preferred Stock:
- Ranking: The Series 2 Preferred Stock holds seniority over Surviving Pubco Shares and other preferred stock of Surviving Pubco regarding dividends and rights upon liquidation, dissolution, or winding up.
- Stated Value: Each share of Series 2 Preferred Stock has an initial stated value of $1,000.
- Dividends: Holders of Series 2 Preferred Stock are entitled to receive cumulative distributions, authorized by the Board of Directors and declared by Surviving Pubco. The cumulative annual rate is 10%, and dividends are paid in kind.
- Conversion: Each share of Series 2 Preferred Stock is convertible into Surviving Pubco Shares under specific conditions, including a certain trading period and a change of control event.
- Redemption: The Series 2 Preferred Stock is generally not redeemable, either automatically or at the option of Surviving Pubco or the holders.
- Preemptive Rights: Prior to conversion, holders of Series 2 Preferred Stock have pro rata participation rights in certain offerings of securities by Surviving Pubco.
- Liquidation Preference: In the event of liquidation, dissolution, or winding up, holders of Series 2 Preferred Stock have a preference in receiving payment over other classes of stock.
- No Voting Rights: Holders of Series 2 Preferred Stock generally do not have voting rights.
- Transfer Restriction: Shares of Series
Fifth Wall III announced its $550 million business combination with Mobile Infrastructure in December 2022. The SPAC originally planned to bring about $275 million into the deal through its current trust, but saw 98.40% of this removed during an extension meeting in May, leaving it with approximately $4.5 million post-vote.
It also originally supplemented the deal with a $10 million PIPE from existing Mobile Infrastructure investor No Street Capital. This PIPE is described as priced at $10, but this is $10 per 1.2 shares for 1,200,000 shares in total – in other words, about $8.33 per share.
Cincinnati, Ohio-based Mobile Infrastructure operates a portfolio of parking facilities in and around city centers in 22 markets.