Mobile Infrastructure (BEEP) - 2021 Q4 - Annual Report

IPO and Fundraising - The company completed its IPO on May 27, 2021, raising gross proceeds of $275 million from the sale of 27.5 million Class A ordinary shares at $10.00 per share[27]. - A private placement of 907,000 shares was conducted simultaneously, generating an additional $9.07 million, with shares sold at the same price of $10.00[28]. - A total of $275 million from the IPO and private placement proceeds was placed in a trust account, with funds to be released only upon completion of the initial business combination or under specific conditions[29]. - The underwriters were granted a 45-day option to purchase up to 3.75 million additional shares to cover overallotments[26]. Business Combination and Strategy - The company has not generated any revenue to date and is currently a blank check company seeking to complete an initial business combination[25]. - The company has reviewed multiple opportunities for business combinations but has not yet determined a target[25]. - Fifth Wall focuses on acquiring later-stage companies with strong growth fundamentals and market dynamics, leveraging its operational expertise and extensive network[30]. - The company aims to target proptech companies, particularly those serving the residential real estate industry, to capitalize on its management team's background[32]. - Fifth Wall's acquisition strategy includes identifying businesses with high-quality fundamentals, strong market dynamics, and competitive positioning to ensure attractive risk-adjusted returns[39][41][42]. - The company intends to utilize its global network of over 60 real estate corporations across 14 countries to create informational advantages in potential acquisitions[43]. - Fifth Wall plans to complete its initial business combination with a target business valued at a minimum of 80% of the assets held in the trust account[50]. - The company has until May 27, 2023, to finalize its initial business combination[52]. - Fifth Wall's management team has significant experience in the proptech industry, enhancing its ability to identify and evaluate acquisition targets[33]. - The company may pursue acquisition opportunities both domestically and internationally, focusing on industries that complement its management team's expertise[31]. - Fifth Wall will conduct thorough due diligence on prospective target businesses, including financial, operational, and legal reviews[48]. - The company may structure its initial business combination to acquire less than 100% of a target's equity interests, provided it maintains a controlling interest[51]. Shareholder and Redemption Policies - Shareholder approval is required for initial business combinations if ordinary shares issued exceed 20% of Class A shares or voting power[54]. - The anticipated redemption price for public shareholders upon completion of the initial business combination is expected to be $10.00 per public share[58]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001, avoiding SEC's "penny stock" rules[59]. - If the initial business combination is not completed within 24 months from the IPO closing, the company will redeem public shares at the amount in the trust account, estimated at $10.00 per share[62]. - The company has access to up to $1,000,000 from IPO proceeds to cover potential claims and expenses related to liquidation[68]. - The company will limit redemptions to 15% of ordinary shares sold in the IPO if shareholder approval is sought, to prevent large block accumulations[60]. - The sponsor has waived rights to liquidating distributions from the trust account for founder shares if the initial business combination is not completed within 24 months[63]. - The company may not proceed with amendments to its memorandum and articles of association without providing public shareholders the opportunity to redeem their shares[64]. - The company expects to fund costs associated with dissolution from the $1,000,000 held outside the trust account, with a reserve for claims estimated at $100,000[65]. - The actual per-share redemption amount may be less than $10.00 due to potential claims from creditors against the trust account[66]. Regulatory and Compliance - The company is classified as an "emerging growth company" and will remain so for up to five years unless annual gross revenue exceeds $1.07 billion or other specified thresholds are met[79]. - A material weakness in internal control over financial reporting was identified, leading to the restatement of interim financial statements for the quarter ended June 30, 2021[327]. - The company intends to continue improving internal controls and has engaged third-party professionals for accounting support[328]. - The company has no full-time employees prior to the completion of its initial business combination, relying on two executive officers[75]. - The company is subject to reporting obligations under the Securities Exchange Act of 1934, including the requirement to file annual, quarterly, and current reports with the SEC[76]. - Shareholders are entitled to receive funds from the trust account only under specific conditions, including the redemption of public shares if no initial business combination occurs within 24 months[70]. - The company faces intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[72]. - The company has not engaged in any hedging activities and does not expect to do so in the future[325]. Financial and Tax Considerations - The company has a tax exemption for 20 years from the Cayman Islands government, meaning no tax will be levied on profits, income, gains, or appreciations during this period[71]. - As of December 31, 2021, the company reported no market or interest rate risk, with net proceeds from the IPO invested in Trust Investments[325].