Mobile Infrastructure (BEEP) - 2022 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION Condensed Financial Statements 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 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 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 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] Condensed Statements of Cash Flows 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 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][14] - 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][16] - 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][23] - 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][57] Management's Discussion and Analysis of Financial Condition and Results of Operations 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][79][92] 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][97] - 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] Quantitative and Qualitative Disclosures About Market Risk 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] Controls and Procedures 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] - 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] - 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][116] PART II. OTHER INFORMATION Legal Proceedings The company reports no legal proceedings - There are no legal proceedings to report[118] Risk Factors 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] - 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] Unregistered Sales of Equity Securities and Use of Proceeds 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] - 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] - A total of $275,000,000 from the IPO and private placement was deposited into a trust account[124] Defaults Upon Senior Securities The company reports no defaults upon senior securities - None[124] Mine Safety Disclosures This item is not applicable to the company - Not applicable[124] Other Information The company reports no other information - None[126] Exhibits 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] PART III. SIGNATURES 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]