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                             May 5, 2023

       Brendan Wallace
       Chief Executive Officer
       Fifth Wall Acquisition Corp. III
       1 Little West 12th Street
       4th Floor
       New York, NY 10014

                                                        Re: Fifth Wall
Acquisition Corp. III
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed April 11,
2023
                                                            File No. 333-269231

       Dear Brendan Wallace:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our
February 9, 2023 letter.

       Amendment No. 1 to Registration Statement on Form S-4 filed April 11,
2023

       Q. What equity stake will current FWAC shareholders and MIC common
stockholders hold. . .,
       page 29

   1.                                                   We acknowledge your
revised disclosures in response to prior comment 9, and your
                                                        related revised
disclosures elsewhere, such as on page 233. To the extent correct, please
                                                        revise to clarify on
page 233 and elsewhere as appropriate that you expect all the New
                                                        MIC common warrants to
be exercised in connection with the business combination
                                                        transactions.
 Brendan Wallace
FirstName   LastNameBrendan   Wallace
Fifth Wall Acquisition Corp. III
Comapany
May   5, 2023NameFifth Wall Acquisition Corp. III
May 5,
Page  2 2023 Page 2
FirstName LastName
Summary Risk Factors, page 63

2.       We acknowledge your revised disclosures in response to prior comment
11, which state
         that MIC's inability to comply with a financial covenant under its
credit facility "may"
         accelerate a default. However, we note your disclosures elsewhere,
which state that this
         incompliance did actually result in an event of default, such as your
statements on pages
         87 and 328. Please revise your summary disclosure here to address this
inconsistency, to
         specifically state that based on your expected financial performance,
MIC expects there to
         be another event of default, as you state on page 329, that the lender
could accelerate the
         maturity of your debt, and to state the outstanding amount as of a
current date. Please also
         revise your disclosures as appropriate to state whether MIC is
currently in default, and if
         not, whether there was a cure or waiver of the default.
The Merger
Background of the Merger, page 179

3.       We note your response to prior comment 15 and partially reissue the
comment. Please
         revise to explain how the MIC board determined to enter into a
transaction with Bombe in
         connection with the 2019 process to explore potential strategic
alternatives, as compared
         to the other interested parties. Additionally, to the extent material,
please disclose
         whether MIC may still be subject to some claims. In this regard, we
note that it appears
         Mr. Shustek filed a breach of contract suit against MIC on March 6,
2023. Please also
         explain why the continuity of management became an important factor in
considering
         transactions.
4.       We note your revised disclosure in response to prior comment 18, and
that you state that
         the initial draft of the non-binding letter of intent included
"placeholders for merger
         consideration." Please further revise to clarify if there was any
context provided to MIC
         regarding the amount of proposed merger consideration being
contemplated, such as a
         range. Similarly, in your discussion of the November 30 draft of the
merger agreement on
         page 187 regarding the placeholders for the proposed termination fee
and expense
         reimbursement, please revise to clarify if there was any context
provided to MIC
         regarding the proposed amount of the fee or reimbursement. Please also
explain how the
         Exchange Ratio calculation was revised in the merger agreement draft
in your discussion
         about the drafts from December 8 to December 10.
Opinion of B. Riley Securities, Inc., page 198

5.       We note your response to prior comment 23 and partially reissue the
comment. Please
         revise the joint proxy statement/prospectus where appropriate to
include the substance of
         your explanation regarding why FFO was selected as a financial
measure. In this regard,
         we note that FWAC shareholders may be unfamiliar with financial
measures customarily
         used by REITs.
 Brendan Wallace
FirstName   LastNameBrendan   Wallace
Fifth Wall Acquisition Corp. III
Comapany
May   5, 2023NameFifth Wall Acquisition Corp. III
May 5,
Page  3 2023 Page 3
FirstName LastName
Permitted Purchases of FWAC Securities, page 238

6.       We acknowledge your response to prior comment 28, and the
corresponding revisions.
         You state that none of the ancillary agreements contemplated by the
Merger Agreement,
         including the Sponsor Agreement, are at issue because there is no
obligation for the
         FWAC founders, advisors or their affiliates to repurchase shares
thereunder. However,
         we note that to the extent any shares are purchased, the parties may
be obligated by such
         agreement to vote such shares in favor of the transaction. For
example, Section 5(g) of
         the Sponsor Agreement requires shares newly acquired by the sponsor to
be subject to the
         voting requirements of the agreement to the same extent as if they
were owned by the
         sponsor as of the agreement date. Please revise to clarify how such
provisions would
         comply with the requirements of Rule 14e-5 under the Exchange Act.
Concentration, page 309

7.       We note your revised disclosure that you believe that the New Lease
Structure will reduce
         the risk of tenant operator defaults and that if a tenant operator
terminates a lease you will
         be able to find a suitable replacement with minimal disruption in
operations because you
         are aware of multiple suitable tenant operators in each jurisdiction
in which your parking
         facilities are located. However, it appears that these factors may
mitigate, but do not
         eliminate the dependence on a single tenant caused by your tenant
concentration. Please
         revise your disclosure accordingly or further explain why no revision
is necessary. In
         addition, please revise your disclosure to include a statement
referring investors to the
         publicly-available website with SP Plus Corporation   s filings with
the SEC.
Exhibits

8.       We acknowledge your response to prior comment 30, and we note the
opinions by
         counsels that the mergers will qualify as a reorganization and that
the domestication will
         qualify as a reorganization. Please ask counsels to provide updated
opinions that also
         opine on the material tax consequences to the shareholders. For
example, the tax opinion
         relating to the domestication should be revised to also opine that
neither gain nor loss will
         be recognized for U.S. federal income tax purposes.
General

9.       We acknowledge your response to prior comment 37. However, we note
your disclosure
         that the limited partners of the Operating Partnership holding the
requisite number of
         common units executed written consents approving the merger and the
conversion. With
         respect to the registration of shares issuable upon conversion or
redemption of OP
         common units held by such limited partners, please further explain how
the registration of
         such shares is consistent with Securities Act Section C&DI 239.13.
10.      We note your response to comment 39, and your revised disclosures that
each of Deutsche
         Bank Securities Inc., Goldman Sachs & Co. LLC, and BofA Securities,
Inc. has waived
 Brendan Wallace
FirstName   LastNameBrendan   Wallace
Fifth Wall Acquisition Corp. III
Comapany
May   5, 2023NameFifth Wall Acquisition Corp. III
May 5,
Page  4 2023 Page 4
FirstName LastName
         any claim to their deferred underwriting fees payable pursuant to the
underwriting
         agreement in connection with their underwriting services for your IPO
that would
         otherwise be due upon the closing of the business combination. Please
disclose how each
         waiver was obtained, why the waiver was agreed to, and clarify FWAC
s current
         relationship with each firm. In this regard, please disclose any firm
that has advised you
         that it has resigned from, or ceased or refused to act in, any
capacity with respect to the
         proposed transaction with Mobile Infrastructure. Please also provide
similar disclosure
         for any firm that has advised you that it has resigned from, or ceased
or refused to act in,
         any capacity with respect to any other business combination.
11.      Please describe what relationship existed between each of Deutsche
Bank, Goldman
         Sachs, and BofA and FWAC after the close of the IPO, including any
financial or merger-
         related advisory services conducted by them. For example, clarify
whether any of these
         firms had any role in the identification or evaluation of business
combination targets. To
         the extent any of these firms had a role, please revise your
Background section to discuss
         the role.
12.      Tell us whether Deutsche Bank, Goldman Sachs, or BofA was involved in
the preparation
         of any disclosure that is included in this registration statement,
including any analysis
         underlying disclosure in the registration statement. If so, please
revise to clarify their
         involvement, whether they have retracted any work product associated
with the
         transaction, and the risk of such withdrawal and reliance on their
expertise. Further, to the
         extent correct, please revise to clarify that they have affirmatively
disclaimed any
         responsibility for any of the disclosure in this registration
statement.
13.      Please tell us whether you are aware of any disagreements with
Deutsche Bank, Goldman
         Sachs, or BofA regarding the disclosure in your registration
statement. Further, please
         add risk factor disclosure that clarifies that each of Deutsche Bank,
Goldman Sachs, and
         BofA was to be compensated, in part, on a deferred basis for its
underwriting services in
         connection with the SPAC IPO and such services have already been
rendered, yet each
         firm is waiving such fees and, to the extent correct, disclaiming
responsibility for the
         Form S-4 registration statement. Clarify the unusual nature of such a
fee waiver and the
         impact of it on the evaluation of the business combination.
14.      Disclose whether Deutsche Bank, Goldman Sachs, or BofA provided you
with any
         reasons for the fee waiver. If there was no dialogue and you did not
seek out the reasons
         why the firm was waiving deferred fees, despite already completing
their services, please
         indicate so in your registration statement. Further, revise the risk
factor disclosure to
         explicitly clarify that each firm has performed all its obligations to
obtain the fee and
         therefore is gratuitously waiving the right to be compensated.
15.      Please provide us with any correspondence between FWAC and each of
Deutsche Bank,
         Goldman Sachs, and BofA relating to their resignation.
16.      Please provide us with the engagement letter between FWAC and each of
Deutsche Bank,
         Goldman Sachs, and BofA. Please disclose any ongoing obligations of
FWAC pursuant
 Brendan Wallace
Fifth Wall Acquisition Corp. III
May 5, 2023
Page 5
       to the engagement letter that will survive the termination of the
engagement, such as
       indemnification provisions, rights of first refusal, and lockups, and
discuss the impacts of
       those obligations on the company in the registration statement.
17.    Please revise your disclosure to highlight for investors that the
withdrawal of Deutsche
       Bank, Goldman Sachs, and BofA indicates that they do not want to be
associated with the
       disclosure or underlying business analysis related to the transaction.
In addition, revise
       your disclosure to caution investors that they should not place any
reliance on the fact that
       these firms have been previously involved with the transaction.
        You may contact William Demarest at 202-551-3432 or Robert Telewicz at
202-551-
3438 if you have questions regarding comments on the financial statements and
related
matters. Please contact Benjamin Holt at 202-551-6614 or Dorrie Yale at
202-551-8776 with
any other questions.



                                                             Sincerely,
FirstName LastNameBrendan Wallace
                                                             Division of
Corporation Finance
Comapany NameFifth Wall Acquisition Corp. III
                                                             Office of Real
Estate & Construction
May 5, 2023 Page 5
cc:       Evan M. D'Amico
FirstName LastName