UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-39991

FIFTH WALL ACQUISITION CORP. I

(Exact name of registrant as specified in its charter)


Delaware		85-4218526
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

6060 Center Drive, 10th Floor

Los Angeles, California

90045

(Zip Code)

(Address of Principal Executive Offices)

(310)- 853-8878

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

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 common share, $0.0001 par value

FWAA

Nasdaq National Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 13, 2021, 35,547,500 Class A common shares, par value $0.0001 per share, and 8,625,000 Class B common shares, par value $0.0001 per share, were issued and outstanding.


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020	1

	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2021	2

	Unaudited Condensed Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2021	3

	Unaudited Condensed Statement of Cash Flows for the six months ended June 30, 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	22

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	23

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits	25


	June 30, 2021		December 31, 2020
Assets:		(Unaudited)
Current assets:
Cash	$	655,155	$	—
Prepaid expenses		1,352,970		—
Total current assets		2,008,125		—
Investments held in Trust Account		345,016,945		—
Deferred offering costs		—		153,990
Total Assets	$	347,025,070	$	153,990

Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable	$	337,050	$	38,045
Accrued expenses		2,119,806		97,289
Due to related party		15,080		—
Franchise tax payable		97,759		175
Total current liabilities		2,569,695		135,509
Deferred underwriting commissions		12,075,000		—
Total liabilities		14,644,695		135,509

Commitments and Contingencies
Class A common stock, $0.0001 par value; 32,738,037 shares subject to possible redemption at $10.00 per share		327,380,370		—

Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2021 and December 31, 2020		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,809,463 and -0- shares issued and outstanding (excluding 32,738,037 and -0- shares subject to possible redemption)" as of June 30, 2021 and December 31, 2020, respectively		281		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,625,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020		863		863
Additional paid-in capital		8,271,907		24,137
Accumulated deficit		(3,273,046)		(6,519)
Total stockholders' equity		5,000,005		18,481
Total Liabilities and Stockholders' Equity	$	347,025,070	$	153,990


	For the		For the
	Three Months Ended		Six Months Ended
	June 30, 2021		June 30, 2021
General and administrative expenses	$	2,968,471	$	3,185,888
Franchise tax expenses		49,315		97,584
Loss from operations		(3,017,786)		(3,283,472)
Income from investments held in Trust Account		4,065		16,945
Net loss	$	(3,013,721)	$	(3,266,527)

Weighted average shares outstanding of redeemable Class A common stock		34,500,000		34,500,000

Basic and diluted net income per share, redeemable Class A common stock	$	0.00	$	0.00

Weighted average shares outstanding of non-redeemable Class A and Class B common stock		9,672,500		9,204,392

Basic and diluted net income per share, non-redeemable Class A and Class B common stock	$	(0.31)	$	(0.35)


	Common Stock											Total
	Class A				Class B			Additional Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares		Amount		Capital		Deficit		Equity
Balance — December 31, 2020	—	$	—		8,625,000	$	863	$	24,137	$	(6,519)	$	18,481
Sale of shares in initial public offering, gross	34,500,000		3,450		—		—		344,996,550		—		345,000,000
Offering costs	—		—		—		—		(19,846,579)		—		(19,846,579)
Sale of private placement shares to Sponsor in private placement	1,047,500		105		—		—		10,474,895		—		10,475,000
Class A Common stock subject to possible redemption	(33,039,409)		(3,304)		—		—		(330,390,786)		—		(330,394,090)
Net loss	—		—		—		—		—		(252,806)		(252,806)
Balance — March 31, 2021 (unaudited)	2,508,091		251		8,625,000		863		5,258,217		(259,325)		5,000,006
Class A Common stock subject to possible redemption	301,372		30		—		—		3,013,690		—		3,013,720
Net loss	—		—		—		—		—		(3,013,721)		(3,013,721)
Balance — June 30, 2021 (unaudited)	2,809,463	$	281	$	8,625,000	$	863	$	8,271,907	$	(3,273,046)	$	5,000,005


Cash Flows from Operating Activities:
Net loss	$	(3,266,527)
Adjustments to reconcile net loss to net cash used in operating activities:
Income from investments held in Trust Account		(16,945)
Changes in operating assets and liabilities:
Prepaid expenses		(1,352,970)
Accounts payable		299,005
Due to related party		15,080
Accrued expenses		2,021,968
Franchise tax payable		97,584
Net cash used in operating activities		(2,202,805)

Cash Flows from Investing Activities
Cash deposited in Trust Account		(345,000,000)
Net cash used in investing activities		(345,000,000)

Cash Flows from Financing Activities:
Repayment of note payable to related party		117,517
Proceeds from note payable to related parties		(117,517)
Proceeds received from initial public offering, gross		345,000,000
Proceeds received from private placement		10,475,000
Offering costs paid		(7,617,040)
Net cash provided by financing activities		347,857,960

Net change in cash		655,155

Cash - beginning of the period		—
Cash - end of the period	$	655,155

Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	$	549
Deferred underwriting commissions in connection with the initial public offering	$	12,075,000
Initial value of Class A common stock subject to possible redemption	$	330,668,410
Change in initial value of Class A common stock subject to possible redemption	$	(3,288,040)


			Significant Other	Significant Other
	Quoted Prices in		Observable	Unobservable
	Active Markets		Inputs	Inputs
Description	(Level 1)		(Level 2)	(Level 3)
Assets:
Investments held in Trust Account - money market funds	$	345,016,945	—	—


Exhibit Number		Description
2.1		Merger Agreement, dated as of April 21, 2021, by and among Fifth Wall Acquisition Corp. I, Einstein Merger Corp. I and SmartRent.com, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on April 22, 2021).
2.2		Amendment No. 1 to Merger Agreement, dated as of July 23, 2021, by and between Fifth Wall Acquisition Corp. I and SmartRent.com, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on July 26, 2021).
3.1		Second Amended and Restated Certificate of Incorporation of the Company, dated February 4, 2021 (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4 (File No. 333-256144) filed on May 14, 2021).
3.2		Certificate of Amendment to the Amended and Restated Charter (incorporated by reference to Exhibit 3.1 to the Company’s Current Report Form 8-K filed on February 10, 2021).
10.1		Form of Lock-up Agreement, by and among Fifth Wall Acquisition Corp. I, SmartRent.com, Inc., and security holders of SmartRent.com, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 22, 2021).
10.2		Sponsor Agreement, dated as of April 21, 2021, by and among Fifth Wall Acquisition Corp. I, Fifth Wall Acquisition Sponsor, LLC and certain holders of the Company’s Class B Common Stock (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 22, 2021).
10.3		Support Agreement, dated as of April 21, 2021, by and among Fifth Wall Acquisition Corp. I and certain stockholders of SmartRent.com, Inc. (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on April 22, 2021).
10.4		Form of Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on April 22, 2021).
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

Dated:	August 13, 2021	FIFTH WALL ACQUISITION CORP. I

		By:
			/s/Andriy Mykhaylovskyy
		Name:	Andriy Mykhaylovskyy
		Title:	Chief Financial Officer

SEC Form 10-Q filed by Fifth Wall Acquisition Corp. I