Fifth Wall Acquisition III filed an investor presentation outlining its proposed merger with Cincinnati-based Mobile Infrastructure, one of the largest mobility-focused parking asset owners in the U.S.
If approved, upon closing the combined company expects to trade on the NYSE under the ticker BEEP.
The business combination values the combined company at a post-money equity valuation of approximately $550 million assuming no public shareholders of FWAC exercise their redemption rights.
The combined company is expected to have up to approximately $276 million in cash at closing, including $275 million of cash held in FWAC’s trust (assuming no redemptions and prior to the payment of transaction expenses). The transaction is further supported by a $10 million PIPE from No Street Capital, an existing MIC shareholder.
MIC and FWAC are aligning long-term interests. FWAC’s sponsor has agreed to defer a portion of its founder shares in an earn-out with vesting at significant premiums to FWAC’s current share price, while MIC’s CEO has elected to receive 100% of his 2023 compensation in stock.
In addition, a portion of the FWAC Sponsor’s founder shares will be cancelled for no consideration. The combined company will have significant insider ownership, and MIC’s existing investors are rolling 100% of their equity in the transaction. Additionally, no SPAC warrants have been issued, and as a result, shareholders will benefit from less dilution and a simplified capital structure. Read more.
