| Delaware (State or other jurisdiction of incorporation or organization) | | | 6770 (Primary Standard Industrial Classification Code Number) | | | 86-2143691 (I.R.S. Employer Identification No.) | |
| Steven J. Slutzky Joshua M. Samit Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Tel: (212) 909-6000 | | | Joelle Khoury 6060 Center Drive 10th Floor Los Angeles, California 90045 Tel: (310)-853-8878 | | | Gregg A. Noel Michael Mies Skadden, Arps, Slate, Meagher & Flom LLP 525 University Ave Palo Alto, CA 94301 Tel: (650)-470-4500 | |
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TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED | | | | AMOUNT BEING REGISTERED | | | | PROPOSED MAXIMUM OFFERING PRICE PER SECURITY(1) | | | | PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1) | | | | AMOUNT OF REGISTRATION FEE | |
Class A common stock, $0.0001 par value(2) | | | | 17,250,000(3) | | | | $10.00 | | | | $172,500,000 | | | | $18,820(4) | |
Total | | | | | | | | | | | | $172,500,000 | | | | $18,820(4) | |
| | | PER SHARE | | | TOTAL | | ||||||
Public offering price | | | | $ | 10.00 | | | | | $ | 150,000,000 | | |
Underwriting discounts and commissions(1) | | | | $ | 0.55 | | | | | $ | 8,250,000 | | |
Proceeds, before expenses, to us | | | | $ | 9.45 | | | | | $ | 141,750,000 | | |
| Deutsche Bank Securities | | | Citigroup | | | Goldman Sachs & Co. LLC | |
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| | | | F-1 | | |
| | | February 19, 2021 | | |||
Balance Sheet Data: | | | | | | | |
Working capital | | | | $ | (82,321) | | |
Total assets | | | | $ | 107,000 | | |
Total liabilities | | | | $ | 82,321 | | |
Stockholder’s equity | | | | $ | 24,679 | | |
| Public shares | | | | | 15,000,000 | | |
| Founder shares | | | | | 3,750,000 | | |
| Private shares | | | | | 655,000 | | |
| Total shares | | | | | 19,405,000 | | |
| Total funds in trust available for initial business combination(1) | | | | $ | 150,000,000 | | |
| Implied value per share | | | | $ | 7.73 | | |
| Public stockholders' investment per share | | | | $ | 10.00 | | |
| Sponsor’s average investment per share(2) | | | | $ | 1.49 | | |
| | WITHOUT OVER- ALLOTMENT OPTION | | OVER- ALLOTMENT OPTION EXERCISED | | | WITHOUT OVER- ALLOTMENT OPTION | | OVER- ALLOTMENT OPTION EXERCISED | | ||||||||||||||||
Gross proceeds | | | | | | | | | | | | | | | | | | | | | | | ||||
Gross proceeds from shares offered to public(1) | | | $ | 150,000,000 | | | | $ | 172,500,000 | | | | | $ | 150,000,000 | | | | $ | 172,500,000 | | | ||||
Gross proceeds from private placement shares offered in the private placement | | | | 6,550,000 | | | | | 7,000,000 | | | | | | 6,550,000 | | | | | 7,000,000 | | | ||||
Total gross proceeds | | | $ | 156,550,000 | | | | $ | 179,500,000 | | | | | $ | 156,550,000 | | | | $ | 179,500,000 | | | ||||
Offering expenses(2) | | | | | | | | | | | | | | | | | | | | | | | ||||
Underwriting commissions (2.0% of gross proceeds from shares offered to public, excluding deferred portion) (3) | | | $ | 3,000,000 | | | | $ | 3,450,000 | | | | | $ | 3,000,000 | | | | $ | 3,450,000 | | | ||||
Legal fees and expenses | | | | 300,000 | | | | | 300,000 | | | | | | 300,000 | | | | | 300,000 | | | ||||
Printing and engraving expenses | | | | 40,000 | | | | | 40,000 | | | | | | 40,000 | | | | | 40,000 | | | ||||
Accounting fees and expenses | | | | 60,000 | | | | | 60,000 | | | | | | 60,000 | | | | | 60,000 | | | ||||
SEC/FINRA Expenses | | | | 55,000 | | | | | 55,000 | | | | | | 46,000 | | | | | 46,000 | | | ||||
Travel and road show | | | | 20,000 | | | | | 20,000 | | | | | | 20,000 | | | | | 20,000 | | | ||||
Nasdaq listing and filing fees | | | | 75,000 | | | | | 75,000 | | | | | | 75,000 | | | | | 75,000 | | | ||||
Director & Officer liability insurance premiums | | | | 1,700,000 | | | | | 1,700,000 | | | | | | 1,700,000 | | | | | 1,700,000 | | | ||||
Miscellaneous | | | | 300,000 | | | | | 300,000 | | | | | | 309,000 | | | | | 309,000 | | | ||||
Total offering expenses (other than underwriting commissions) | | | $ | 2,550,000 | | | | $ | 2,550,000 | | | | | $ | 2,550,000 | | | | $ | 2,550,000 | | | ||||
Proceeds after offering expenses | | | $ | 151,000,000 | | | | $ | 173,500,000 | | | | | $ | 151,000,000 | | | | $ | 173,500,000 | | | ||||
Held in trust account(3) | | | $ | 150,000,000 | | | | $ | 172,500,000 | | | | | $ | 150,000,000 | | | | $ | 172,500,000 | | | ||||
% of public offering size | | | | 100% | | | | | 100% | | | | | | 100% | | | | | 100% | | | ||||
Not held in trust account | | | $ | 1,000,000 | | | | $ | 1,000,000 | | | | | $ | 1,000,000 | | | | $ | 1,000,000 | | |
| | | AMOUNT | | | % OF TOTAL | | ||||||
Legal, accounting, due diligence, travel, and other expenses in connection with any business combination(6) | | | | $ | 350,000 | | | | | | 35.0% | | |
Legal and accounting fees related to regulatory reporting obligations | | | | | 150,000 | | | | | | 15.0% | | |
Professional, secretarial, administrative and support services | | | | | 420,000 | | | | | | 42% | | |
Nasdaq continued listing fees | | | | | 55,000 | | | | | | 5.5% | | |
Working capital to cover miscellaneous expenses | | | | | 25,000 | | | | | | 2.5% | | |
Total | | | | $ | 1,000,000 | | | | | | 100.0% | | |
| | | Without Over-allotment | | | With Over-allotment | | ||||||
Public offering price | | | | $ | 10.00 | | | | | $ | 10.00 | | |
Net tangible book deficit before this offering | | | | | (0.02) | | | | | | (0.02) | | |
Increase attributable to public stockholders | | | | | 0.96 | | | | | | 0.85 | | |
Pro forma net tangible book value after this offering and the sale of the private placement shares | | | | | 0.94 | | | | | | 0.83 | | |
Dilution to public stockholders | | | | $ | 9.06 | | | | | $ | 9.17 | | |
Percentage of dilution to public stockholders | | | | | 90.6% | | | | | | 91.7% | | |
| | | Shares Purchased | | | Total Consideration | | | Average Price | | |||||||||||||||||||||
| | | Number | | | Percentage | | | Amount | | | Percentage | | | Per Share | | |||||||||||||||
Class B common stock(1)(2) | | | | | 3,750,000 | | | | | | 19.3% | | | | | $ | 25,000 | | | | | | 0.016% | | | | | $ | 0.007 | | |
Private placement shares | | | | | 655,000 | | | | | | 3.4% | | | | | | 6,550,000 | | | | | | 4.183% | | | | | $ | 10.00 | | |
Public stockholders | | | | | 15,000,000 | | | | | | 77.3% | | | | | | 150,000,000 | | | | | | 95.801% | | | | | $ | 10.00 | | |
| | | | | 19,405,000 | | | | | | 100% | | | | | $ | 156,575,000 | | | | | | 100.00% | | | | | | | | |
| | | Without Over-allotment | | | With Over-allotment | | ||||||
Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering | | | | $ | (82,321) | | | | | $ | (82,321) | | |
Net proceeds from this offering and sale of the private placement shares(1) | | | | | 151,000,000 | | | | | | 173,500,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book value before this offering | | | | | 107,000 | | | | | | 107,000 | | |
Less: Deferred underwriting commissions | | | | | (5,250,000) | | | | | | (6,037,500) | | |
Less: Proceeds held in trust subject to redemption(2) | | | | | (140,774,670) | | | | | | (162,487,170) | | |
| | | | $ | 5,000,009 | | | | | $ | 5,000,009 | | |
Denominator: | | | | | | | | | | | | | |
Class B common stock outstanding prior to this offering | | | | | 4,312,500 | | | | | | 4,312,500 | | |
Class B common stock forfeited if over-allotment is not exercised | | | | | (562,500) | | | | | | — | | |
Class A common stock sold in this offering | | | | | 15,000,000 | | | | | | 17,250,000 | | |
Class A common stock sold to our sponsor in a private placement | | | | | 655,000 | | | | | | 700,000 | | |
Less: Shares subject to redemption | | | | | (14,077,467) | | | | | | (16,248,717) | | |
| | | | | 5,327,533 | | | | | | 6,013,783 | | |
| | | February 19, 2021 | | |||||||||
| | | Actual | | | As Adjusted(1) | | ||||||
Note payable to related party(2) | | | | $ | — | | | | | $ | — | | |
Deferred underwriting commissions(3) | | | | | — | | | | | | 5,250,000 | | |
Class A common stock subject to possible redemption; -0- and 14,077,467 shares, actual and as adjusted, respectively(4) | | | | | — | | | | | | 140,774,670 | | |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding, actual and as adjusted | | | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value, 100,000,000 shares authorized; -0- and 1,577,533 shares issued and outstanding (excluding -0- and 14,077,467 shares subject to possible redemption), actual and as adjusted, respectively | | | | | — | | | | | | 158 | | |
Class B common stock, $0.0001 par value, 10,000,000 shares authorized; 4,312,500 and 3,750,000 shares issued and outstanding, actual and as adjusted, respectively | | | | | 431 | | | | | | 375 | | |
Additional paid-in capital | | | | | 24,569 | | | | | | 49,99,797 | | |
Accumulated deficit | | | | | (321) | | | | | | (321) | | |
Total stockholders’ equity | | | | $ | 24,679 | | | | | $ | 5,000,009 | | |
Total capitalization | | | | $ | 24,679 | | | | | $ | 151,024,679 | | |
| | | REDEMPTIONS IN CONNECTION WITH OUR INITIAL BUSINESS COMBINATION | | | OTHER PERMITTED PURCHASES OF PUBLIC SHARES BY OUR AFFILIATES | | | REDEMPTIONS IF WE FAIL TO COMPLETE AN INITIAL BUSINESS COMBINATION | |
Calculation of redemption price | | | Redemptions at the time of our initial business combination may be made in connection with a stockholder vote or pursuant to a tender offer. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our stockholders may redeem their public shares for cash equal |
to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest (net of taxes payable), divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. | | | If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsor, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. | | | If we are unable to consummate an initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable) divided by the number of then outstanding public shares. | | |||
Impact to remaining stockholders | | | The redemptions in connection with our initial business combination will reduce | | | If the permitted purchases described above are made, there would be no impact to | | | The redemption of our public shares if we fail to complete our initial business combination | |
| | | REDEMPTIONS IN CONNECTION WITH OUR INITIAL BUSINESS COMBINATION | | | OTHER PERMITTED PURCHASES OF PUBLIC SHARES BY OUR AFFILIATES | | | REDEMPTIONS IF WE FAIL TO COMPLETE AN INITIAL BUSINESS COMBINATION | |
| | | the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and taxes payable. | | | | | |
| | | TERMS OF OUR OFFERING | | | TERMS UNDER A RULE 419 OFFERING | |
Escrow of offering proceeds | | | $150,000,000 of the net proceeds of this offering and the sale of the private placement shares will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. | | | Approximately $127,575,000 of the offering proceeds, representing the gross proceeds of this offering, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds | | | $150,000,000 of the net proceeds of this offering and the sale of the private placement shares held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
Receipt of interest on escrowed funds | | | Interest income on proceeds from the trust account to be paid to stockholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation. | | | Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. | |
Limitation on fair value or net assets of target | | | Nasdaq rules and our certificate of incorporation require that we complete one or more business | | | The fair value or net assets of a target business must represent at least 80% of the maximum offering | |
| | | TERMS OF OUR OFFERING | | | TERMS UNDER A RULE 419 OFFERING | |
business | | | combinations having an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the trust account) at the time of the agreement to enter into the initial business combination. | | | | |
Trading of securities issued | | | The public shares are expected to begin trading on or promptly after the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. | | | No trading of the Class A common stock would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
Election to remain an investor | | | We will provide our stockholders with the opportunity to redeem their public shares for cash at a per share price |
equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest (net of taxes payable), divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a stockholder vote. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of Class A common stock, on an as converted basis, voted are voted in favor of the business | | | A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if they elect to remain a stockholder of the company or require the return of their investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued. | |
| | | TERMS OF OUR OFFERING | | | TERMS UNDER A RULE 419 OFFERING | |
| | | combination. Additionally, each stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. Our bylaws require that at least ten days’ notice be given of any such stockholder meeting. | | | | |
Business combination deadline | | | If we are unable to consummate an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes |
payable), divided by the number of then outstanding public shares, which redemption will completely extinguish stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations to provide for claims of creditors and the requirements of other applicable law. | | | | ||||
Release of funds | | | Except for the withdrawal of interest income to pay our income taxes, none of the funds held in trust will be released from the trust account until the earliest of: (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to consummate an initial business combination within 24 months from the closing of this offering, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to approve an amendment to our certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of this offering or with | | | The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
| | | TERMS OF OUR OFFERING | | | TERMS UNDER A RULE 419 OFFERING | |
| | | respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity. | | | | |
NAME | | | AGE | | | POSITION | |
Brendan Wallace | | | 39 | | | Chairman of the Board and Chief Executive Officer | |
Andriy Mykhaylovskyy | | | 35 | | | Chief Financial Officer | |
Adeyemi Ajao | | | 38 | | | Director | |
Alana Beard | | | 38 | | | Director | |
Eric Feder | | | 51 | | | Director | |
Poonam Sharma Mathis | | | 43 | | | Director | |
Amanda Parness | | | 49 | | | Director | |
Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
Brendan Wallace | | | Fifth Wall | | | Investments and Advisory | | | Co-Founder and Managing Partner |
| ||||||||||
| | | Global Uprising, PBC | | | Retail & wholesale products | | | Board Member of Portfolio Company | |
| | | Honest Networks, Inc. | | | Internet service provider | | | Board Member of Portfolio Company | |
| | | Loft Holdings Ltd | | | Real-estate platform to buy, sell, and rent residential and commercial properties. | | | Board Member of Portfolio Company | |
| | | Fifth Wall Acquisition Corp. I | | | Special Purpose Acquisition Company | | | Chairman of the Board and Chief Executive Officer | |
| | | Fifth Wall Acquisition Sponsor I, LLC | | | Special Purpose Acquisition Company Sponsor | | | Manager | |
| | | Fifth Wall Acquisition Corp. III | | | Special Purpose Acquisition Company | | | Chairman of the Board and Chief Executive Officer | |
| | | Fifth Wall Acquisition Sponsor III LLC | | | Special Purpose Acquisition Company Sponsor | | | Manager | |
Andriy Mykhaylovskyy | | | Fifth Wall | | | Investments and Advisory | | | Managing Partner and Chief Operating Officer | |
| | | FHF Ventures, Ltd | | | Fund vehicle | | | Board Member of Portfolio Company | |
| | | Fifth Wall Acquisition Corp. I | | | Special Purpose Acquisition Company | | | Director and Chief Financial Officer | |
| | | Fifth Wall Acquisition Sponsor I, LLC | | | Special Purpose Acquisition Company Sponsor | | | Manager | |
| | | Fifth Wall Acquisition Corp. III | | | Special Purpose Acquisition Company | | | Director and Chief Financial Officer | |
| | | Fifth Wall Acquisition Sponsor III LLC | | | Special Purpose Acquisition Company Sponsor | | | Manager | |
Adeyemi Ajao | | | Base10 Partners | | | Venture capital | | | Co-founder & Managing Partner | |
| | | Fifth Wall Acquisition Corp. III | | | Special Purpose Acquisition Company | | | Director | |
Alana Beard | | | Fifth Wall Acquisition Corp. I | | | Special Purpose Acquisition Company | | | Director | |
| | | Fifth Wall Acquisition Corp. III | | | Special Purpose Acquisition Company | | | Director | |
| | | SVB Capital | | | Venture capital | | | Senior Associate | |
| | | 318 Foundation, Inc. | | | Non-Profit | | | President | |
Individual | | | Entity | | | Entity’s Business | | | Affiliation | |
Eric Feder | | | LENX | | | Innovation and Venture Capital | | | President | |
| | | States Title Holding, Inc. | | | Real estate | | | Director | |
| | | Hippo Enterprises, Inc | | | Insurance technology | | | Director | |
| | | SmartRent | | | Enterprise smart home automation | | | Director | |
Poonam Sharma Mathis | | | Fifth Wall Acquisition Corp. III | | | Special Purpose Acquisition Company | | | Director | |
Amanda Parness | | | Spring Advisory Services | | | Advisory | | | Chief Executive Officer | |
| | | Fifth Wall Acquisition Corp. III | | | Special Purpose Acquisition Company | | | Director | |
| | | NUMBER OF SHARES BENEFICIALLY OWNED(2) | | | APPROXIMATE PERCENTAGE OF OUTSTANDING COMMON STOCK | | | | NUMBER OF SHARES BENEFICIALLY OWNED(2) | | | APPROXIMATE PERCENTAGE OF OUTSTANDING COMMON STOCK | | ||||||||||||||||||||||||
NAME AND ADDRESS OF BENEFICIAL OWNER(1) | | BEFORE OFFERING | | AFTER OFFERING | | | BEFORE OFFERING | | AFTER OFFERING | | ||||||||||||||||||||||||||||
Fifth Wall Acquisition Sponsor II, LLC (our sponsor)(3) | | | | 4,405,000 | | | | | 100% | | | | | 22.70% | | | ||||||||||||||||||||||
Fifth Wall Acquisition Sponsor II, LLC (our sponsor)(3) (4) | | | | 4,405,000 | | | | | 100% | | | | | 22.70% | | | ||||||||||||||||||||||
Brendan Wallace(3)(4)(5) | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Andriy Mykhaylovskyy(3)(4)(5) | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Adeyemi Ajao | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Alana Beard | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Eric Feder(5) | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Poonam Sharma Mathis | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
Amanda Parness | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | ||||||
All officers and directors as a group (7 individuals) | | | | — | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | |
Underwriters | | | Number of Shares | | |||
Deutsche Bank Securities Inc. . | | | | | | | |
Citigroup Global Markets Inc. | | | | | | | |
Goldman Sachs & Co. LLC | | | | | | | |
Total | | | | | 15,000,000 | | |
| | | Per Share(1) | | | Total(1) | | ||||||||||||||||||
| | | Without Over- allotment | | | With Over- allotment | | | Without Over- allotment | | | With Over- allotment | | ||||||||||||
Underwriting Discounts and Commissions paid by us | | | | $ | 0.55 | | | | | $ | 0.55 | | | | | $ | 8,250,000 | | | | | $ | 9,487,500 | | |
| | | Page | | |||
Audited Financial Statements of Fifth Wall Acquisition Corp. II: | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| Assets: | | | | | | | |
| Deferred offering costs associated with proposed public offering | | | | $ | 107,000 | | |
| Total Assets | | | | $ | 107,000 | | |
| Liabilities and Stockholder’s Equity: | | | | | | | |
| Current liabilities: | | | | | | | |
| Accrued expenses | | | | $ | 82,321 | | |
| Total current liabilities | | | | | 82,321 | | |
| Commitments and Contingencies (Note 5) | | | | | | | |
| Stockholder’s Equity: | | | | | | | |
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | | | | | — | | |
| Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding | | | | | — | | |
| Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding(1) | | | | | 431 | | |
| Additional paid-in capital | | | | | 24,569 | | |
| Accumulated deficit | | | | | (321) | | |
| Total stockholder’s equity | | | | | 24,679 | | |
| Total Liabilities and Stockholder’s Equity | | | | $ | 107,000 | | |
| General and administrative expenses | | | | $ | 321 | | |
| Net loss | | | | $ | (321) | | |
| Weighted average shares outstanding of Class B common stock, basic and diluted(1) | | | | | 3,750,000 | | |
| Basic and diluted net loss per share, Class B | | | | $ | (0.00) | | |
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholder’s Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – February 16, 2021 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor(1) | | | | | — | | | | | | — | | | | | | 4,312,500 | | | | | | 431 | | | | | | 24,569 | | | | | | — | | | | | | 25,000 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (321) | | | | | | (321) | | |
Balance – February 19, 2021 | | | | | — | | | | | $ | — | | | | | | 4,312,500 | | | | | $ | 431 | | | | | $ | 24,569 | | | | | $ | (321) | | | | | $ | 24,679 | | |
| Cash Flows from Operating Activities: | | | | | | | |
| Net loss | | | | $ | (321) | | |
| Changes in operating liabilities: | | | | | | | |
| Accrued expenses | | | | | 321 | | |
| Net cash used in operating activities | | | | | — | | |
| Net change in cash | | | | | — | | |
| Cash – beginning of the period | | | | | — | | |
| Cash – end of the period | | | | $ | — | | |
| Supplemental schedule of noncash financing activities: | | | | | | | |
| Deferred offering costs included in accrued expenses | | | | $ | 82,000 | | |
| Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock | | | | $ | 25,000 | | |
Underwriters | | | Number of Shares | | |||
Deutsche Bank Securities Inc. . | | | | | | | |
Citigroup Global Markets Inc. | | | | | | | |
Goldman Sachs & Co. LLC | | | | | | | |
Total | | | | | 15,000,000 | | |
| | | Per Share(1) | | | Total(1) | | ||||||||||||||||||
| | | Without Over- allotment | | | With Over- allotment | | | Without Over- allotment | | | With Over- allotment | | ||||||||||||
Underwriting Discounts and Commissions paid by us | | | | $ | 0.55 | | | | | $ | 0.55 | | | | | $ | 8,250,000 | | | | | $ | 9,487,500 | | |
| | | Page | | |||
Audited Financial Statements of Fifth Wall Acquisition Corp. II: | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| Assets: | | | | | | | |
| Deferred offering costs associated with proposed public offering | | | | $ | 107,000 | | |
| Total Assets | | | | $ | 107,000 | | |
| Liabilities and Stockholder’s Equity: | | | | | | | |
| Current liabilities: | | | | | | | |
| Accrued expenses | | | | $ | 82,321 | | |
| Total current liabilities | | | | | 82,321 | | |
| Commitments and Contingencies (Note 5) | | | | | | | |
| Stockholder’s Equity: | | | | | | | |
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | | | | | — | | |
| Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding | | | | | — | | |
| Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding(1) | | | | | 431 | | |
| Additional paid-in capital | | | | | 24,569 | | |
| Accumulated deficit | | | | | (321) | | |
| Total stockholder’s equity | | | | | 24,679 | | |
| Total Liabilities and Stockholder’s Equity | | | | $ | 107,000 | | |
| General and administrative expenses | | | | $ | 321 | | |
| Net loss | | | | $ | (321) | | |
| Weighted average shares outstanding of Class B common stock, basic and diluted(1) | | | | | 3,750,000 | | |
| Basic and diluted net loss per share, Class B | | | | $ | (0.00) | | |
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholder’s Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – February 16, 2021 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor(1) | | | | | — | | | | | | — | | | | | | 4,312,500 | | | | | | 431 | | | | | | 24,569 | | | | | | — | | | | | | 25,000 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (321) | | | | | | (321) | | |
Balance – February 19, 2021 | | | | | — | | | | | $ | — | | | | | | 4,312,500 | | | | | $ | 431 | | | | | $ | 24,569 | | | | | $ | (321) | | | | | $ | 24,679 | | |
| Cash Flows from Operating Activities: | | | | | | | |
| Net loss | | | | $ | (321) | | |
| Changes in operating liabilities: | | | | | | | |
| Accrued expenses | | | | | 321 | | |
| Net cash used in operating activities | | | | | — | | |
| Net change in cash | | | | | — | | |
| Cash – beginning of the period | | | | | — | | |
| Cash – end of the period | | | | $ | — | | |
| Supplemental schedule of noncash financing activities: | | | | | | | |
| Deferred offering costs included in accrued expenses | | | | $ | 82,000 | | |
| Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock | | | | $ | 25,000 | | |
Underwriters | | | Number of Shares | | |||
Deutsche Bank Securities Inc. . | | | | | | | |
Citigroup Global Markets Inc. | | | | | | | |
Goldman Sachs & Co. LLC | | | | | | | |
Total | | | | | 15,000,000 | | |
| | | Per Share(1) | | | Total(1) | | ||||||||||||||||||
| | | Without Over- allotment | | | With Over- allotment | | | Without Over- allotment | | | With Over- allotment | | ||||||||||||
Underwriting Discounts and Commissions paid by us | | | | $ | 0.55 | | | | | $ | 0.55 | | | | | $ | 8,250,000 | | | | | $ | 9,487,500 | | |
| | | Page | | |||
Audited Financial Statements of Fifth Wall Acquisition Corp. II: | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| Assets: | | | | | | | |
| Deferred offering costs associated with proposed public offering | | | | $ | 107,000 | | |
| Total Assets | | | | $ | 107,000 | | |
| Liabilities and Stockholder’s Equity: | | | | | | | |
| Current liabilities: | | | | | | | |
| Accrued expenses | | | | $ | 82,321 | | |
| Total current liabilities | | | | | 82,321 | | |
| Commitments and Contingencies (Note 5) | | | | | | | |
| Stockholder’s Equity: | | | | | | | |
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | | | | | — | | |
| Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding | | | | | — | | |
| Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 4,312,500 shares issued and outstanding(1) | | | | | 431 | | |
| Additional paid-in capital | | | | | 24,569 | | |
| Accumulated deficit | | | | | (321) | | |
| Total stockholder’s equity | | | | | 24,679 | | |
| Total Liabilities and Stockholder’s Equity | | | | $ | 107,000 | | |
| General and administrative expenses | | | | $ | 321 | | |
| Net loss | | | | $ | (321) | | |
| Weighted average shares outstanding of Class B common stock, basic and diluted(1) | | | | | 3,750,000 | | |
| Basic and diluted net loss per share, Class B | | | | $ | (0.00) | | |
| | | Common Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholder’s Equity | | ||||||||||||||||||||||||||||||
| | | Class A | | | Class B | | ||||||||||||||||||||||||||||||||||||
| | | Shares | | | Amount | | | Shares | | | Amount | | ||||||||||||||||||||||||||||||
Balance – February 16, 2021 (inception) | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor(1) | | | | | — | | | | | | — | | | | | | 4,312,500 | | | | | | 431 | | | | | | 24,569 | | | | | | — | | | | | | 25,000 | | |
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (321) | | | | | | (321) | | |
Balance – February 19, 2021 | | | | | — | | | | | $ | — | | | | | | 4,312,500 | | | | | $ | 431 | | | | | $ | 24,569 | | | | | $ | (321) | | | | | $ | 24,679 | | |
| Cash Flows from Operating Activities: | | | | | | | |
| Net loss | | | | $ | (321) | | |
| Changes in operating liabilities: | | | | | | | |
| Accrued expenses | | | | | 321 | | |
| Net cash used in operating activities | | | | | — | | |
| Net change in cash | | | | | — | | |
| Cash – beginning of the period | | | | | — | | |
| Cash – end of the period | | | | $ | — | | |
| Supplemental schedule of noncash financing activities: | | | | | | | |
| Deferred offering costs included in accrued expenses | | | | $ | 82,000 | | |
| Deferred offering costs paid by Sponsor in exchange for issuance of Class B common stock | | | | $ | 25,000 | | |
| Deutsche Bank Securities | | | Citigroup | | | Goldman Sachs & Co. LLC | |
| SEC expenses | | | $ | 18,820 | | | SEC expenses | | | $ | 19,000 | | | ||
| FINRA expenses | | | | 36,180 | | | FINRA expenses | | | | 27,000 | | | ||
| Accounting fees and expenses | | | | 60,000 | | | Accounting fees and expenses | | | | 60,000 | | | ||
| Printing and engraving expenses | | | | 40,000 | | | Printing and engraving expenses | | | | 40,000 | | | ||
| Travel and road show expenses | | | | 20,000 | | | Travel and road show expenses | | | | 20,000 | | | ||
| Legal fees and expenses | | | | 300,000 | | | Legal fees and expenses | | | | 300,000 | | | ||
| Nasdaq listing and filing fees | | | | 75,000 | | | Nasdaq listing and filing fees | | | | 75,000 | | | ||
| Director & Officers liability insurance premiums(1) | | | | 1,700,000 | | | Director & Officers liability insurance premiums(1) | | | | 1,700,000 | | | ||
| Miscellaneous | | | | 300,000 | | | Miscellaneous | | | | 309,000 | | | ||
| Total | | | | 2,550,000 | | | Total | | | | 2,550,000 | | |
| EXHIBIT NO. | | | DESCRIPTION | |
| 1.1* | | | | |
| | | | ||
| | | | ||
| 3.3* | | | | |
| | | | ||
| 3.5* | | | | |
| 4.1* | | | | |
| 5.1* | | | | |
| 10.1* | | | | |
| 10.2* | | | | |
| 10.3* | | | | |
| 10.4* | | | | |
| 10.5* | | | | |
| 10.6* | | | | |
| 10.7* | | | | |
| 10.8* | | | | |
| 23.1* | | | | |
| 23.2* | | | | |
| | | |
| Signature | | | Title | | | Date | |
| /s/ Brendan Wallace Brendan Wallace | | | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | | | |
| Andriy Mykhaylovskyy | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | | |
| Adeyemi Ajao | | | Director | | | | |
| Alana Beard | | | Director | | | | |
| Eric Feder | | | Director | | | | |
| Poonam Sharma Mathis | | | Director | | | | |
| Amanda Parness | | | Director | | | | |
| * By: /s/ Brendan Wallace Name: Brendan Wallace Title: Attorney-in-fact | | | | | | | |