United States securities and exchange commission logo





                            June 11, 2021

       Andriy Mykhaylovskyy
       Chief Financial Officer
       Fifth Wall Acquisition Corp. I
       6060 Center Drive, 10th Floor
       Los Angeles, California 90045

                                                        Re: Fifth Wall
Acquisition Corp. I
                                                            Registration
Statement on Form S-4
                                                            Filed May 14, 2021
                                                            File No. 333-256144

       Dear Mr. Mykhaylovskyy:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4

       Summary, page 1

   1.                                                   Please include a
summary of the positive and negative factors considered by the board
                                                        related to the business
combination.
   2.                                                   Please include an
organizational chart depicting the ownership structure of Fifth Wall
                                                        Acquisition Corp. I and
SmartRent.com, Inc. before and after the business combination.
       Information about SmartRent, page 14

   3.                                                   Please disclose
SmartRent's net loss for the years ended December 31, 2020 and 2019.
 Andriy Mykhaylovskyy
FirstName   LastNameAndriy
Fifth Wall Acquisition Corp. Mykhaylovskyy
                             I
Comapany
June        NameFifth Wall Acquisition Corp. I
      11, 2021
June 11,
Page  2 2021 Page 2
FirstName LastName
Risk Factors
We depend on a limited number of third-party suppliers..., page 32

4.       Please provide examples of the cases in which you depend on a single
supplier for some
         your products and components.
The requirements of being a public company..., page 35

5.       Please revise this risk factor to also disclose that the company's
election to take advantage
         of the extended transition period for complying with new or revised
financial accounting
         standards under the JOBS Act may make it difficult to compare its
financial results to the
         results of other public companies.
Unaudited Pro Forma Condensed Combined Financial Information, page 59

6.       We note that in April 2021, the Board of Directors executed a
unanimous written consent
         to provide an additional incentive to certain employees of the Company
by amending the
         2018 Stock Plan to allow for the issuance of restricted stock units
(RSUs) and the
         Company granted a total of 1,532,851 RSUs to certain employees which
vest over
         4 years. Please explain your consideration of disclosing an estimate
of the share-based
         compensation expense and pro forma earnings per share impact with
respect to these
         issuances. We refer you to ASC 855-10-50-2(b).
Proposal No. 2 - The Charter Proposal, page 78

7.       Please balance your disclosure regarding the charter amendment, bylaws
amendment and
         director removal proposals by including a discussion of the
disadvantages to shareholders
         of these proposals.
Information About SmartRent
Company Overview, page 121

8.       Please disclose the basis for your belief that SmartRent is the
category leader in the
         enterprise smart home solutions industry and describe how this
leadership is defined or
         determined. Also, disclose the basis for your statement that you have
developed the most
         scalable and owner/operator-friendly smart home operating system in
the industry and
         define your reference to active customers.
 Andriy Mykhaylovskyy
FirstName   LastNameAndriy
Fifth Wall Acquisition Corp. Mykhaylovskyy
                             I
Comapany
June        NameFifth Wall Acquisition Corp. I
      11, 2021
June 11,
Page  3 2021 Page 3
FirstName LastName
Our Industry and Market Opportunity
Our Growth Strategies and SmartRent Products and Solutions, page 125

9.       You disclose as of March 31, 2021 the recurring revenue from various
solutions including
         the range per rental unit per month. Please tell us whether the number
of rental units
         where each of your solutions are deployed is a key metric used in
managing or monitoring
         the performance of the business. We refer you to SEC Release No.
33-10751. In
         addition, please consider disclosing revenue recognized from each
solution here and in
         your Note 4 on page F-29. We refer you to ASC 606-10-55-89 to 91.
SmartRent Products and Solutions, page 126

10.      Please disclose the period over which you have installed more than 1
million SmartHubs
         and other smart home devices.
SmartRent's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Key Operating Metrics, page 135

11.      You disclose that your key operating metrics include Units Deployed,
Committed Units
         and Annual Recurring Revenue. Please revise to quantify these metrics
for each period
         presented.
Results of Operations, page 138

12.      We note that in February 2020, the Company purchased all of the
outstanding equity
         interests of Zenith. Please tell us and consider disclosing the
increase in revenues and net
         income/(loss) attributable to Zenith. In addition, please provide
similar disclosures in
         your Note 13 on page F-44. We refer you to ASC 805-10-50-2(h)(1).
Contractual Obligations, page 144

13.      We note that as of December 31, 2020, the outstanding principal amount
under the Term
         Loan Facility was $4.8 million. Please revise your disclosures to
include the outstanding
         amount under the Term Loan Facility and the associated interest in
your contractual
         obligations table.
Critical Accounting Policies and Estimates
Stock-Based Compensation, page 147

14.      Please revise your disclosures in this section to explain the methods
that management
         uses to determine the fair value of the common stock and the nature of
the material
         assumptions involved. Your revised disclosure should explain the
extent to which the
         estimates are considered highly complex and subjective. In addition,
revise to disclose
         that the estimates will not be necessary to determine the fair value
of new awards once the
         underlying shares begin trading.
 Andriy Mykhaylovskyy
Fifth Wall Acquisition Corp. I
June 11, 2021
Page 4
15.      Please provide us with a breakdown of all equity awards granted to
date in fiscal 2020 and
         leading up to the initial public offering including the fair value of
the underlying common
         stock used to value such awards as determined by your board of
directors. To the extent
         there were any significant fluctuations in the fair values from
period-to-period, please
         describe for us the factors that contributed to these fluctuations,
including any intervening
         events within the Company or changes in your valuation assumptions or
methodology.
Security Ownership of Certain Beneficial Owners and Management of SmartRent,
page 149

16.      Please disclose the natural person or persons who exercise the voting
and/or dispositive
         powers with respect to the securities owned by RETV Management LLC,
Bain Capital,
         LP, Spark Capital Partners, LLC, and LEN FW Investor, LLC.
Executive Compensation
Executive Employment Agreements, page 158

17.      Please file the consulting agreement with FLG partners related to the
services of Jonathan
         Wolter as your Chief Financial Officer as an exhibit. Refer to Item
601(b)(10)(ii)(A) of
         Regulation S-K.
The Business Combination
Unaudited Prospective Financial Information of SmartRent, page 181

18.      You disclose that financial data for SmartRent was based on financial
forecasts and other
         information and data provided by FWAA's management, including, among
other things,
         FWAA's projections of SmartRent's revenue, gross profit and adjusted
earnings before
         interest, taxes, depreciation and amortization ("EBITDA") for all
periods. You further
         disclose that SmartRent's management prepared and provided to
SmartRent's board of
         directors, SmartRent's financial advisors, FWAA and Moelis certain
internal, unaudited
         prospective financial information including total units booked, units
deployed, revenue
         and Adjusted EBITDA. Please revise to disclose in greater detail the
basis for and the
         nature of the material assumptions underlying the projections. Explain
how you
         determined that the assumptions are reasonable and the level of
support is persuasive.
         Please disaggregate revenue to include estimated revenue for hardware,
subscription and
         professional services. Provide the underlying assumptions and metrics
for each of these
         revenue line items that supports your estimates. Disclosing the
revenue that is recurring
         seems important to underlying your projections.
Material U.S. Federal Income Tax Considerations, page 211

19.    We note from Section 1.12 of the Merger Agreement that the parties
intend for the merger
FirstName LastNameAndriy Mykhaylovskyy
       to qualify as a reorganization under Section 368(a) of the Tax Code.
Therefore, please file
Comapany   NameFifth
       an opinion       Wall Acquisition
                   of counsel             Corp.aIconclusion. Refer to Item
601(b)(8) of Regulation
                              supporting such
       S-K.
June 11,    See
         2021    also4Staff Legal Bulletin No. 19 for further guidance.
               Page
FirstName LastName
 Andriy Mykhaylovskyy
FirstName   LastNameAndriy
Fifth Wall Acquisition Corp. Mykhaylovskyy
                             I
Comapany
June        NameFifth Wall Acquisition Corp. I
      11, 2021
June 11,
Page  5 2021 Page 5
FirstName LastName
Certain Relationships and Related Party Transactions
Certain Relationships and Related Party Transactions - SmartRent, page 247

20.      Please disclose the material terms of the arrangements with the
immediate family
         members of Mr. Edmonds. Refer to Item 404(a) of Regulation S-K.
Audited Consolidated Financial Statements SmartRent.com, Inc. and Subsidiaries:
Notes to Financial Statements
Note 2. Significant Accounting Policies
Significant Customers, page F-22

21.      We note your disclosure that your significant customers are also
affiliates of an investor in
         the Company with approximately 32% ownership. Please provide support
for your
         statement that these customers do not meet the definition of a related
party. We refer you
         to ASC 850-10-20.
Revenue Recognition, page F-25

22.      We note that you partner with several manufacturers to offer a range
of compatible
         hardware options for any property. Please provide us with your
analysis of how you
         determined whether you are acting as a principal or as an agent in
these arrangements.
         Please also revise your disclosures as appropriate. We refer you to
ASC 606-10-55-36
         through 39 and ASC 606-10-50-12(c).
23.      Please clarify whether any of the smart devices sold contain distinct
performance
         obligations to support these devices that are either sold by you or a
third party. That is,
         indicate whether these devices include subscription services in
addition to your hosting
         services. We refer you to ASC 606-10-25-19.
Cost of Revenue, page F-27

24.      You disclose that the Company makes a provision for estimated losses
on uncompleted
         contracts during the period in which such losses are identified and
records any change to
         cost of job performance, job conditions and the resulting estimated
profitability in the
         period during which the revision is identified. Please clarify the
specific accounting
         guidance that you are relying upon for recognizing and disclosing loss
contracts. In
         addition, please explain whether negative gross profit on your
hardware sales is an
         indication that inventory is impaired. We refer you to ASC
330-10-35-1B and 35-13.
Deferred Cost of Revenue, page F-27

25.      Please revise to clarify how you account for incremental costs of
obtaining a contract
         with a customer, if any. We refer you ASC 340.
 Andriy Mykhaylovskyy
FirstName   LastNameAndriy
Fifth Wall Acquisition Corp. Mykhaylovskyy
                             I
Comapany
June        NameFifth Wall Acquisition Corp. I
      11, 2021
June 11,
Page  6 2021 Page 6
FirstName LastName
General

26.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-
3479 or Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you
have questions
regarding comments on the financial statements and related matters. Please
contact Anna
Abramson, Staff Attorney, at (202) 551-4969 or Jeff Kauten, Staff Attorney, at
(202) 551-
3447 with any other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      Eduardo Gallardo, Esq.