Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282-2198
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
May 19, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Eric Envall |
| Re: | Withdrawal of Acceleration Request for Fifth Wall Acquisition Corp. III |
| Registration Statement on Form S-1 | |
| File No. 333-255292 |
Ladies and Gentlemen:
We, the undersigned, as representatives of the several underwriters, hereby respectfully request that the Securities and Exchange Commission withdraw the acceleration request for the Company’s Registration Statement on Form S-1 requesting effectiveness at 4:00 p.m. Eastern time on May 18, 2021, or as soon thereafter as practicable.
| Very truly yours, | ||
| DEUTSCHE BANK SECURITIES INC. | ||
| GOLDMAN SACHS & CO. LLC | ||
| BOFA SECURITIES, INC. | ||
| As Representatives of the Several Underwriters | ||
| By: DEUTSCHE BANK SECURITIES INC. | ||
| By: | /s/ Ravi Raghunathan | |
| Name: | Ravi Raghunathan | |
| Title: | Managing Director | |
| By: | /s/ Brandon Sun | |
| Name: | Brandon Sun | |
| Title: | Director | |
| By: GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Olympia McNerney | |
| Name: | Olympia McNerney | |
| Title: | Managing Director | |
| By: BOFA SECURITIES INC. | ||
| By: | /s/ Michele A. H. Allong | |
| Name: | Michele A. H. Allong | |
| Title: | Authorized Signatory | |