Fifth Wall Acquisition Corp. III Completes Business Combination With Mobile Infrastructure Corporation

–Through a merger with Fifth Wall Acquisition Corp. III, Mobile Infrastructure Corporation, the only publicly listed exclusive owner of parking assets, goes public—

NEW YORK, Aug. 28, 2023 /PRNewswire/ -- Fifth Wall Acquisition Corp. III (NASDAQ:FWAC) ("FWAC"), a special purpose acquisition company ("SPAC") sponsored by an affiliate of Fifth Wall, the largest asset manager focused on improving, future-proofing, and decarbonizing the built world, announced today the completion of its business combination with Mobile Infrastructure Corp. ("MIC"), one of the largest institutional-quality, mobility-focused parking asset owners within the United States.

The combined company will now operate under the name Mobile Infrastructure Corporation. Starting August 28th, 2023, Mobile Infrastructure Corporation commenced trading on the New York Stock Exchange ("NYSE") under the ticker symbol "BEEP."

In connection with the transaction, a PIPE investment provided an additional $46 million of capital that will be used for deleveraging certain debt facilities and general corporate purposes. No Street Capital and affiliates invested an additional $40 million via the PIPE.

Gibson, Dunn & Crutcher LLP served as the legal counsel to Fifth Wall Acquisition Corp. III. As part of the business combination, Brad Greiwe—Co-Founder and Managing Partner of Fifth Wall—has joined Mobile Infrastructure Corporation's Board of Directors. 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to, among other things, the declaring and reaffirming of the combined company's business strategy and objectives, the combined company's future financial performance and results of operations, the successful expansion of the combined company, and the combined company's ability to grow and to capitalize the market opportunity.

These forward-looking statements are based on the combined company's current expectations, estimates, and projections about its business and industry, management's beliefs, and certain assumptions made by the combined company and its management, all of which are subject to change. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "future," "believe," "expect," "may," "will," "intend," "estimate," "continue," or similar expressions or the negative of those terms or expressions. Such statements involve risks and uncertainties, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. Factors that may cause actual results to differ materially include, but are not limited to, the following: the risks and uncertainties related to the inability of the combined company to realize the anticipated benefits of the merger, risks related to the combined company's ability to execute on its business strategy, attain its investment strategy or increase the value of its portfolio, act on its pipeline of acquisitions, attract and retain users, develop new offerings, enhance existing offerings, compete effectively, and manage growth and costs, the impact of global macroeconomic events, inflation, and the COVID-19 pandemic, the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors, the ability of the combined company to leverage its relationship with investors and grow its customer base, the ability of the combined company to continuously meet the NYSE American LLC's listing standards, risks associated with the change of the terms of the combined company's credit facility, risks associated with lack of cash on hand of the combined company, as well as the other risk factors described in the joint proxy statement/prospectus filed with the Securities and Exchange Commission  (the "SEC") on July 11, 2023, under "Risk Factors" section of Form 10 information included in the combined company's Current Report on Form 8-K to be filed with the SEC in connection with the consummation of the merger, and any subsequent quarterly filings on Form 10-Q filed with the SEC (available at www.sec.gov).

The combined company cautions you not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The combined company assumes no obligation to update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release, except as required by law.

About Fifth Wall Acquisition Corp. III

Fifth Wall Acquisition Corp. III is a blank check company incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Important Information About Fifth Wall

In this press release, references to "Fifth Wall" generally refers to Fifth Wall Asset Management, LLC, and Fifth Wall Ventures Management, LLC, collectively with their affiliates and any investment funds, investment vehicles or accounts managed or advised by any of the foregoing (each such fund, vehicle or account, a "Fifth Wall Fund"). FWAC is sponsored by Fifth Wall Acquisition Sponsor III LLC (the "FWAC Sponsor"), which is an affiliate of Fifth Wall. However, FWAC is an independent publicly-traded company, and not a member of Fifth Wall or the Fifth Wall Group. Fifth Wall has not and is not providing investment advice to any person in connection with the matters contemplated herein, including FWAC, FWAC Sponsor or MIC.

Except for certain limited obligations of the FWAC Sponsor related to the disposition of its founder shares in FWAC, Fifth Wall in not a party to the proposed transaction agreements between FWAC and MIC or related transactions. Neither Fifth Wall, nor any of its partners, employees or other representatives will have at any time any legal obligation or commitment to any person (including MIC) to promote, advertise, market, or support the products, services, business or operations of MIC or the combined company. Fifth Wall's position following consummation of the proposed merger will be that of an investor in the combined company until such time as Fifth Wall may, subject to its contractual obligations, dispose of its shares in the combined Company.

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SOURCE Fifth Wall Acquisition Corp. III