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 ( ...

PART I. FINANCIAL INFORMATION [Condensed Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements) Fifth Wall Acquisition Corp. III's unaudited Q1 2022 condensed financial statements reflect its pre-business combination phase, detailing trust account assets and administrative expense-driven net losses [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2022, the balance sheet shows **$275.02 million** in the Trust Account, **$276.64 million** in total assets, and a **$8.41 million** shareholders' deficit Condensed Balance Sheet Summary (as of March 31, 2022) | Metric | March 31, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $664,341 | $737,986 | | Investments held in Trust Account | $275,019,342 | $275,012,561 | | **Total Assets** | **$276,636,433** | **$276,872,407** | | **Liabilities & Equity** | | | | Total Liabilities | $10,041,712 | $9,924,801 | | Class A ordinary shares subject to possible redemption | $275,000,000 | $275,000,000 | | Total shareholders' deficit | $(8,405,279) | $(8,052,394) | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) For Q1 2022, the company reported a net loss of **$352,885**, primarily due to **$359,666** in general and administrative expenses, partially offset by investment income Statement of Operations Highlights | Metric | Three Months Ended March 31, 2022 | Period from Feb 19, 2021 (inception) to Mar 31, 2021 | | :--- | :--- | :--- | | General and administrative expenses | $329,666 | $25,307 | | Loss from operations | $(359,666) | $(25,307) | | Income from investments held in Trust Account | $6,781 | $0 | | **Net loss** | **$(352,885)** | **$(25,307)** | | Basic and diluted net loss per share, Class A | $(0.01) | N/A | [Condensed Statements of Changes in Shareholders' Deficit](index=5&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders%27%20Deficit) The shareholders' deficit increased from **$8.05 million** to **$8.41 million** as of March 31, 2022, primarily due to the **$352,885** net loss incurred during the quarter - The total stockholders' deficit grew to **$(8,405,279)** as of March 31, 2022, with the change driven by the net loss of **$(352,885)** for the quarter[7](index=7&type=chunk) [Condensed Statements of Cash Flows](index=6&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) For Q1 2022, net cash used in operating activities was **$73,645**, resulting in a decrease in the cash balance to **$664,341** by period-end Cash Flow Summary (Q1 2022) | Metric | Three Months Ended March 31, 2022 | | :--- | :--- | | Net cash used in operating activities | $(73,645) | | Net cash provided by financing activities | $0 | | Net change in cash | $(73,645) | | **Cash - end of the period** | **$664,341** | [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the company's SPAC formation, **$275 million** IPO, business combination deadline, related party transactions, and key accounting policies and risks - The company is a Cayman Islands exempted company formed on February 19, 2021, for the purpose of effecting a business combination It has not commenced any operations and all activity relates to its formation, IPO, and search for a target[13](index=13&type=chunk)[14](index=14&type=chunk) - On May 27, 2021, the company completed its IPO of **27,500,000 Class A ordinary shares** at **$10.00 per share**, generating gross proceeds of **$275.0 million** Simultaneously, it raised approximately **$9.1 million** from a private placement to the Sponsor[15](index=15&type=chunk)[16](index=16&type=chunk) - The company must complete a business combination by **May 27, 2023** If it fails to do so, it will cease operations and redeem the public shares[22](index=22&type=chunk)[23](index=23&type=chunk) - The Sponsor, Fifth Wall Acquisition Sponsor III LLC, provided initial funding, holds Founder Shares, and has entered into an administrative services agreement to provide office space and support for up to **$17,500 per month**[50](index=50&type=chunk)[57](index=57&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's pre-business combination SPAC status, confirming no operating revenue, a Q1 2022 net loss of approximately **$353,000** from administrative costs, and sufficient liquidity - The company's entire activity since its inception on February 19, 2021, has been focused on its formation, IPO, and the search for an initial Business Combination It will not generate operating revenues until a combination is completed[78](index=78&type=chunk)[79](index=79&type=chunk)[92](index=92&type=chunk) Results of Operations Summary | Period | Net Loss | Key Components | | :--- | :--- | :--- | | Q1 2022 | ~$353,000 | ~$360,000 in G&A expenses, offset by ~$7,000 in investment income. | | Inception to Mar 31, 2021 | ~$25,000 | Consisted of general and administrative expenses. | - As of March 31, 2022, the company had approximately **$664,000** in cash and **$1.2 million** in working capital Management believes these funds are sufficient to meet its needs through the earlier of a business combination or one year from the filing date[94](index=94&type=chunk)[97](index=97&type=chunk) - The company has a deferred underwriting commission of approximately **$9.6 million**, which is payable from the Trust Account only upon the completion of a Business Combination[100](index=100&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - 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[111](index=111&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were not effective as of March 31, 2022, due to a material weakness in accounting for complex financial instruments and earnings per share - Management concluded that disclosure controls and procedures were not effective as of March 31, 2022[112](index=112&type=chunk) - A material weakness exists in internal control over financial reporting concerning the interpretation and accounting for complex features of the Class A ordinary shares and the presentation of earnings per share This weakness previously led to a restatement of interim financial statements[113](index=113&type=chunk) - The company is working to remediate the material weakness by performing additional analyses and consulting with subject matter experts, but no changes to internal controls have materially affected, or are likely to materially affect, financial reporting in the most recent quarter[114](index=114&type=chunk)[116](index=116&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - There are no legal proceedings to report[118](index=118&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) No material changes occurred to previously disclosed risk factors, except for a new risk related to proposed SEC rules potentially impacting SPAC business combinations - No material changes have occurred to the previously disclosed risk factors, with one notable exception[118](index=118&type=chunk) - A new risk has been identified related to proposed SEC rules from March 30, 2022, which could enhance disclosures and increase potential liability in SPAC business combinations These potential changes may adversely affect the company's ability to negotiate and complete its initial business combination[121](index=121&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) The section details the May 27, 2021 IPO, raising **$275.0 million**, and a simultaneous private placement of **$9.1 million**, with **$275.0 million** deposited into the trust account - On May 27, 2021, the company completed its IPO, raising **$275.0 million** in gross proceeds[122](index=122&type=chunk) - Concurrently with the IPO, the Sponsor purchased **907,000 Class A ordinary shares** in a private placement for gross proceeds of approximately **$9.1 million**[123](index=123&type=chunk) - A total of **$275,000,000** from the IPO and private placement was deposited into a trust account[124](index=124&type=chunk) [Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[124](index=124&type=chunk) [Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[124](index=124&type=chunk) [Other Information](index=33&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None[126](index=126&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate governance documents, officer certifications, and Inline XBRL files - The exhibits filed with the report include corporate governance documents, officer certifications, and interactive data files (XBRL)[127](index=127&type=chunk) PART III. SIGNATURES [Signatures](index=34&type=section&id=Signatures) The report was signed on May 13, 2022, by Chief Executive Officer Brendan Wallace and Chief Financial Officer Andriy Mykhaylovskyy - The report was signed on May 13, 2022, by Brendan Wallace (Chief Executive Officer) and Andriy Mykhaylovskyy (Chief Financial Officer)[129](index=129&type=chunk)

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 ...

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 March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | --- | |---------------------------------------------------------------------------------|------------------------------------------------------------------------------- ...