In June 2022, the Company acquired a 555-space garage located in Oklahoma City, Oklahoma for $17.5 million. Note H - Equity Title of each class Trading symbols(s) Name of each exchange on which registered Common Stock, $0.0001 par value per share BEEP NYSE American LLC FORM 10-Q For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40415 Maryland 98-1583957 (State or other jurisdiction of (I.R. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OR FIFTH WALL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Large accelerated filer ☐ Accelerated filer ☐ As of August 14, 2023, 1,348,302 Class A ordinary shares, par value $0.0001 per share, and 6,875,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively. Table of Contents FIFTH WALL ACQUISITION CORP ...

Sponsor Lock-up Agreement 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 Merge ...

FORM 10-K ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Cayman Islands 98-1583957 (State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 mon ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | --- | --- | |---------------------------------------------------------------------------------------------------------|----------------------- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40415 FIFTH WALL ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Cayman Islands 98-1583957 ( ...

Table of Contents Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Ordinary Shares, par value $0.0001 FWAC The Nasdaq Stock Market LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period ...

Table of Contents Securities registered pursuant to Section 12(b) of the Act: UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40415 Fifth Wall Acquisition Corp. III (Exact name of R ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Condensed Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements) The company, a SPAC, presents its unaudited financial statements as of September 30, 2021, detailing its financial position and net loss since inception [Condensed Balance Sheet](index=3&type=section&id=Condensed%20Balance%20Sheet) As of September 30, 2021, the company held $277.2 million in total assets, primarily in a Trust Account, with a total shareholders' deficit of $7.6 million Condensed Balance Sheet as of September 30, 2021 (Unaudited) | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Total Current Assets | $2,200,990 | | Investments held in Trust Account | $275,005,727 | | **Total Assets** | **$277,206,717** | | **Liabilities & Shareholders' Deficit** | | | Total Liabilities | $9,849,329 | | Class A ordinary shares subject to possible redemption | $275,000,000 | | Total shareholders' deficit | $(7,642,612) | | **Total Liabilities, Redeemable Shares, and Deficit** | **$277,206,717** | [Condensed Statements of Operations](index=3&type=section&id=Condensed%20Statements%20of%20Operations) The company reported a net loss of $355,054 for the quarter and a cumulative net loss of $690,800 since inception, driven by administrative expenses Statement of Operations Highlights (Unaudited) | Period | General & Admin Expenses | Loss from Operations | Net Loss | Basic and Diluted Net Loss Per Share (Class A & B) | | :--- | :--- | :--- | :--- | :--- | | **Three Months Ended Sep 30, 2021** | $360,781 | $(360,781) | $(355,054) | $(0.01) | | **Inception (Feb 19) to Sep 30, 2021** | $696,527 | $(696,527) | $(690,800) | $(0.03) | - Income from investments held in the Trust Account was **$5,727** for both the quarter and the period since inception[6](index=6&type=chunk) [Condensed Statement of Cash Flows](index=6&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) Since inception, the company used $1.9 million in operations and invested $275.0 million, funded by $277.7 million in financing activities Cash Flow Summary from Inception to Sep 30, 2021 (Unaudited) | Activity | Net Cash Flow (USD) | | :--- | :--- | | Net cash used in operating activities | $(1,883,451) | | Net cash used in investing activities | $(275,000,000) | | Net cash provided by financing activities | $277,728,597 | | **Net change in cash** | **$845,146** | [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Notes detail the SPAC's formation, its $275.0 million IPO, and a key accounting revision classifying redeemable shares as temporary equity - The company was incorporated on February 19, 2021, for the purpose of effecting a business combination[13](index=13&type=chunk) - On May 27, 2021, the company consummated its IPO of 27,500,000 Class A ordinary shares at $10.00 per share, generating gross proceeds of **$275.0 million**[15](index=15&type=chunk)[54](index=54&type=chunk) - The company revised its financial statements to classify all Class A ordinary shares subject to possible redemption as temporary equity, in accordance with ASC 480[31](index=31&type=chunk) - The company must complete a business combination by **May 27, 2023**, or it will be required to cease operations and redeem the public shares[22](index=22&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the SPAC's formation, its net loss of approximately $691,000, and its financial sufficiency to seek a business combination - The company is an early-stage, emerging growth company with all activity to date related to its formation, IPO, and search for a business combination[79](index=79&type=chunk)[80](index=80&type=chunk) Results of Operations Summary | Period | Net Loss (USD) | Key Drivers | | :--- | :--- | :--- | | **Three Months Ended Sep 30, 2021** | ~$355,000 | General & administrative expenses ($360,000) | | **Inception to Sep 30, 2021** | ~$691,000 | General & administrative expenses ($697,000) | - As of September 30, 2021, the company had approximately **$845,000** in its operating bank account and working capital of approximately **$2.0 million**[96](index=96&type=chunk) - The company has a deferred underwriting commission of approximately **$9.6 million**, payable only upon the completion of a Business Combination[101](index=101&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide the information for this item - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[112](index=112&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2021 - The CEO and CFO concluded that as of September 30, 2021, the company's disclosure controls and procedures were **effective**[114](index=114&type=chunk) - No changes occurred during the reporting period that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[115](index=115&type=chunk) [PART II - OTHER INFORMATION](index=36&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - There are no legal proceedings to report[117](index=117&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's final prospectus - No material changes to the risk factors disclosed in the final prospectus filed on May 26, 2021, have occurred[117](index=117&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details the use of proceeds from its $275.0 million IPO and a concurrent $9.1 million private placement - Gross proceeds from the IPO were **$275.0 million** from the sale of 27,500,000 Public Shares at $10.00 per share[118](index=118&type=chunk) - Simultaneously with the IPO, the Sponsor purchased 907,000 Class A ordinary shares at $10.00 per share in a private placement, generating gross proceeds of approximately **$9.1 million**[119](index=119&type=chunk) - A total of **$275,000,000** from the IPO and private placement was deposited into a trust account[120](index=120&type=chunk) [Item 6. Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including key agreements and officer certifications - The report includes exhibits such as governance documents, agreements, and required certifications under the Sarbanes-Oxley Act[123](index=123&type=chunk)

Table of Contents Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Ordinary Shares, par value $0.0001 FWAC The Nasdaq Stock Market LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f ...