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 March 31, 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, 10^th 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 May 1, 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.	Financial Statements (Unaudited)	1

	Condensed Balance Sheet as of March 31, 2021 (unaudited) and December 31, 2020	1

	Unaudited Condensed Statements of Operations for the three months ended March 31, 2021	2

	Unaudited Condensed Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2021	3

	Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	21

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	22

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	24


	March 31, 2021		December 31, 2020
Assets:		(Unaudited)
Current assets:
Cash	$	1,582,422	$	—
Prepaid expenses		1,577,598		—
Total current assets		3,160,020		—
Investments held in Trust Account		345,012,880		—
Deferred offering costs		—		153,990
Total Assets	$	348,172,900	$	153,990

Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable	$	543,786	$	38,045
Accrued expenses		96,494		97,289
Due to related party		15,080		—
Franchise tax payable		48,444		175
Total current liabilities		703,804		135,509
Deferred underwriting commissions		12,075,000		—
Total liabilities		12,778,804		135,509

Commitments and Contingencies
Class A common stock, $0.0001 par value; 33,039,409 shares subject to possible redemption at $10.00 per share		330,394,090		—

Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2021 and December 31, 2020		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,508,091 and 0 shares issued and outstanding (excluding 33,039,409 and 0 shares subject to possible redemption) as of March 31, 2021 and December 31, 2020 respectively		251		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,625,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020		863		863
Additional paid-in capital		5,258,217		24,138
Accumulated deficit		(259,325)		(6,519)
Total stockholders’ equity		5,000,006		18,481
Total Liabilities and Stockholders' Equity	$	348,172,900	$	153,990


General and administrative expenses	$	217,417
Franchise tax expenses		48,269
Loss from operations		(265,686)
Income from investments held in Trust Account		12,880
Net loss	$	(252,806)

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

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

Weighted average shares outstanding of Class A and Class B non-redeemable common stock, basic and diluted		8,731,083

Basic and diluted net loss per share, Class A and Class B non-redeemable common stock	$	(0.03)


	Common Stock										Total
	Class A			Class B			Additional Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Investments held in Trust Account	—	$	—	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	—		—		10,474,894		—		10,474,999
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


Cash Flows from Operating Activities:
Net loss	$	(252,806)
Adjustments to reconcile net income to net cash used in operating activities:
Income from investments held in Trust Account		(12,880)
Changes in operating assets and liabilities:
Prepaid expenses		(1,577,598)
Accounts payable		(15,063)
Due to related party		15,080
Accrued expenses		(1,344)
Franchise tax payable		48,269
Net cash used in operating activities		(1,796,342)

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:
Proceeds received from initial public offering, gross		345,000,000
Proceeds received from private placement		10,475,000
Offering costs paid		(7,096,236)
Net cash provided by financing activities		348,378,764

Net change in cash		1,582,422

Cash - beginning of the period		—
Cash - end of the period	$	1,582,422

Supplemental disclosure of noncash financing activities:
Offering costs included in accounts payable	$	520,804
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 value of Class A common stock subject to possible redemption	$	(274,320)


	Quoted		Significant	Significant
	Prices		Other	Other
	in Active		Observable	Unobservable
	Markets		Inputs	Inputs
Description	(Level 1)		(Level 2)	(Level 3)
U.S. Treasury Securities held in Trust Account (1)	$	345,012,881	—	—


Exhibit Number		Description
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		Investment Management Trust Agreement, dated February 4, 2021, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report Form 8-K filed on February 10, 2021).
10.2		Registration Rights Agreement, dated February 4, 2021, by and among the Company, Fifth Wall Acquisition Sponsor, LLC and the other Holders (as defined therein) signatory thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report Form 8-K filed on February 10, 2021).
10.3		Letter Agreement, dated February 4, 2021, by and among the Company, Fifth Wall Acquisition Sponsor, LLC and each director and officer of the Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report Form 8-K filed on February 10, 2021).
10.4		Private Placement Shares Purchase Agreement, dated February 4, 2021, between the Company and Fifth Wall Acquisition Sponsor, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report Form 8-K filed on February 10, 2021).
10.5		Form of Indemnity Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-252274) filed on January 25, 2021).
10.6		Administrative Support Agreement, dated March 17, 2021, between the Company and Fifth Wall Ventures Management, LLC (incorporated by reference to Exhibit 10.22 to the Company's Registration Statement on Form S-4 (File No. 333-256144) filed on May 14, 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		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Dated:	May 17, 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