SECURITIES AND EXCHANGE COMMISSION FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend] Filing Date: 2021-05-18 SEC Accession No. 0001104659-21-068602 (HTML Version on secdatabase.com) FILER Fifth Wall Acquisition Corp. III Mailing Address Business Address 6060 CENTER DRIVE, MAPLES CORPORATE CIK:1847874| IRS No.: 981583957 | State of Incorp.:E9 | Fiscal Year End: 1231 FLOOR 10 SERVICES LIMITED Type: S-1/A | Act: 33 | File No.: 333-255292 | Film No.: 21934426 LOS ANGELES CA 90045 PO BOX 309, UGLAND SIC: 6770 Blank checks HOUSE GRAND CAYMAN E9 KY1-1004 310-853-8878 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, on May 18, 2021 Registration No. 333-255292 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Fifth Wall Acquisition Corp. III (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1583957 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 6060 Center Drive 10th Floor Los Angeles, California 90045 (310)-853-8878 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Brendan Wallace 6060 Center Drive 10th Floor Los Angeles, California 90045 (310)-853-8878 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Gregg A. Noel Steven J. Slutzky Joelle Khoury Michael Mies Joshua M. Samit 6060 Center Drive Skadden, Arps, Slate, Debevoise & Plimpton LLP 10th Floor 919 Third Avenue Meagher & Flom LLP New York, New York 10022 Los Angeles, California 90045 525 University Ave Tel: (310)-853-8878 Palo Alto, CA 94301 Tel: (212) 909-6000 Tel: (650)-470-4500 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF SECURITIES BEING OFFERING AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PRICE PER OFFERING FEE SECURITY(1) PRICE(1) ) Class A ordinary shares, $0.0001 par value(2) 28,750,000(3) $10.00 $287,500,000 $31,367(4 ) Total $287,500,000 $31,367(4 (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. (2) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share capitalizations or similar transactions. (3) Includes 3,750,000 Class A ordinary shares, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. (4) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS SUBJECT TO COMPLETION, DATED MAY 18, 2021 PRELIMINARY PROSPECTUS $250,000,000 Fifth Wall Acquisition Corp. III 25,000,000 Class A Ordinary Shares Fifth Wall Acquisition Corp. III is a newly organized blank check company incorporated as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target. This is the initial public offering of our Class A ordinary shares, par value $0.0001, which we refer to as our public shares, at an initial public offering price of $10.00 per ordinary share. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,750,000 additional public shares to cover over-allotments, if any. Unlike many other special purpose acquisition companies, we are not offering any warrants to prospective investors in this offering. We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per ordinary share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Class A ordinary shares that were sold in this offering, which we refer to collectively as our public shares, subject to the limitations and on the conditions described herein. If we are unable to consummate an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per ordinary 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 us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions as further described herein. Our sponsor, Fifth Wall Acquisition Sponsor III LLC, has agreed to purchase 857,000 Class A ordinary shares (or 932,000 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full), at a price of $10.00 per ordinary share in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $8,570,000 (or $9,320,000 if the underwriters’ over-allotment option is exercised in full). The private placement shares are identical to the Class A ordinary shares sold in this offering, subject to certain limited exceptions as described in this prospectus. Our sponsor currently owns 7,187,500 Class B ordinary shares (up to 937,500 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised), which will automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to the adjustments as described herein. Currently, there is no public market for our securities. We intend to apply to have our Class A ordinary shares listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “FWAC.” We cannot guarantee that our Class A ordinary shares will be approved for listing on Nasdaq. We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 31 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.