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.
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.