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                           June 3, 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. 2 to
Registration Statement on Form S-4
                                                            Filed May 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 May
5, 2023 letter.

       Amendment No. 2 to Registration Statement on Form S-4 filed May 11, 2023

       Q. What equity stake will current FWAC shareholders and MIC common
stockholders hold...,
       page 31

   1.                                                   We note your response
to comment 1, including your disclosure that the New MIC
                                                        warrant may be
exercised by Color Up, the sole holder, immediately following the closing
                                                        of the merger; and that
Color Up has informed MIC that it currently does not expect to
                                                        exercise the New MIC
warrant in connection with the closing of the merger. However,
                                                        we also note disclosure
regarding the sources and uses of funds for the merger on pages
                                                        241-242 that appears to
assume an additional $20 million in New MIC common warrants,
                                                        which amount appears to
correspond to the exercise of the MIC common stock warrant (to
 Brendan Wallace
Fifth Wall Acquisition Corp. III
June 3, 2023
Page 2
       be assumed by New MIC in the merger) described on page 394. Please
revise or advise to
       explain this discrepancy.

Exhibits

2.     We acknowledge the revised opinions from counsel. However, we note that
each revised
       opinion states that the opinions are subject to the assumptions and
qualifications set forth
       in the section titled    U.S. Federal Income Tax Considerations,    and
that such section
       contains inappropriate assumptions. For example, the opinion set forth
in Exhibit 8.1
       opines that the Domestication will qualify as a    reorganization"
within the meaning of
       section 368(a)(l)(F) of the Code, but the referenced section in the
registration statement
       refers to an assumption that the domestication qualifies as such a
reorganization. The
       opinion in Exhibit 8.2 opines that the mergers will qualify as a
reorganization described in
       Section 368(a) of the Code, but the referenced section in the filing
also refers to an
       assumption that the merger qualifies as a reorganization. Accordingly,
please revise the
       referenced section of the registration statement to remove all such
inappropriate
       assumptions, or have counsel further revise the opinions to not
reference such
       assumptions.
        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
June 3, 2023 Page 2
cc:       Evan M. D'Amico
FirstName LastName