Fifth Wall III (FWAC) Shareholders Approve Mobile Infrastructure Deal

Fifth Wall Acquisition Corp. III (NASDAQ:FWAC) announced in an 8-K this afternoon that its shareholders approved its combination with parking asset owner Mobile Infrastructure at a special meeting today.

The deal was overwhelmingly approved as holders of 8,132,369 shares voted in favor of the transaction, while holders of just 55,221 shares voted against it.

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.

In mid-June, FWAC amended its sponsor agreement and subscription agreement whereby the sponsor agreed to certain restrictions with respect to its founder shares. Additionally, 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.

It 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.

Fifth Wall III previously noted that it expects the deal to close on August 14, and anticipates that the combined company’s shares of common stock will be listed on the NYSE on August 15, under the ticker “BEEP”.

The SPAC announced its $550 million business combination with Mobile Infrastructure in December 2022. The Cincinnati, Ohio-based company operates a portfolio of parking facilities in and around city centers in 22 markets.

All other proposals on the ballot, such as the governance, share plan and directors proposals, were also approved.