UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 2021 (June 7, 2021)
Fifth Wall Acquisition Corp. III
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-40415 | 98-1583957 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
|
6060 Center Drive 10th Floor Los Angeles, California |
90045 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (310)-853-8878
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| 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 |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 7, 2021, Fifth Wall Acquisition Corp. III (the “Company”) entered into an Administrative Support Agreement, the form of which was previously filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-255292), between the Company and Fifth Wall Ventures Management, LLC (the “Management Company”), pursuant to which the Company agreed to pay Management Company a total of up to $17,500 per month for office space and professional, secretarial, administrative and support services provided to the Company.
The above description is qualified in its entirety by reference to the full text of the agreement, which is incorporated by reference herein and filed herewith as Exhibit 10.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 | Administrative Support Agreement, dated June 7, 2021, between the Company and the Management Company. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 8, 2021
|
Fifth Wall Acquisition Corp. III
| ||
| By: | /s/ Andriy Mykhaylovskyy | |
| Name: | Andriy Mykhaylovskyy | |
| Title: | Chief Financial Officer | |
[Signature Page to 8-K]