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                             June 30, 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. 3 to
Registration Statement on Form S-4
                                                            Filed June 16, 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.

       Amendment No. 3 to Registration Statement on Form S-4

       Q. What equity stake will current FWAC shareholders . . . ?, page 31

   1.                                                   We refer you to your
response to prior comment 8 in your letter, dated April 10, 2023.
                                                        Please revise here, and
elsewhere as appropriate, to highlight the material differences in
                                                        the terms and price of
FWAC Class A Common Stock as compared to the Series 2
                                                        Preferred Stock. To the
extent material, please also discuss any downward pricing
                                                        pressure that may
result from the conversion of the Series 2 Preferred Stock to New MIC
                                                        Common Stock
post-business combination. In this regard, we note that it appears the
                                                        Series 2 Preferred
Stock will be issued at a discount relative to the public FWAC Class A
                                                        Common Stock.
 Brendan Wallace
Fifth Wall Acquisition Corp. III
June 30, 2023
Page 2
2.     We refer to your revised disclosures that your Preferred PIPE investors
include entities
       controlled by Mr. Osher, a director of MIC, and an entity controlled by
Mr. Chavez and of
       which Ms. Hogue is a member, each of whom is a MIC director and officer.
We also note
       that the line in the table depicting the ownership of MIC Directors and
Officers excludes
       this PIPE investment. Please revise here, and elsewhere as appropriate,
including the risk
       factor on page 81, to more clearly explain the full ownership percentage
of the MIC
       directors and officers following the conversion of the preferred stock.
In addition, please
       revise to add disclosure regarding whether New MIC, following the PIPE
investment and
       the conversion of the preferred stock, will be considered a "controlled"
company, and if
       so, please add corresponding disclosures about the significance of this
status, or advise.
Unaudited Pro Forma Condensed Combined Financial Information
Pipe Investment, page 262

3.     We note that pro forma adjustment (I) to your Unaudited Pro Forma
Condensed
       Consolidated Balance Sheet reflects the conversion of Preferred Stock
issued to Preferred
       PIPE Investors into New MIC Common Stock. Please clarify how you
determined the
       Preferred Stock should be reflected as if it had been converted. In your
response, please
       clarify whether the merger between FWAC and MIC represents a change in
control under
       the Preferred Subscription Agreement. Finally, please tell us how you
considered the
       need to reflect dividends payable to Preferred PIPE Investors in your
pro forma financial
       statements.
Exhibits

4.     We refer to the legal opinion filed as Exhibit 5.1. Please revise to
remove any assumptions
       of material facts underlying the opinion. For example, we note counsel
has assumed that
       "upon the issuance of any of the shares of Common Stock, the total
number of shares of
       Common Stock issued and outstanding will not exceed the total number of
shares of
       Common Stock that the Company is then authorized to issue under the
Articles of
       Incorporation." See Item II.B.3.a. of Staff Legal Bulletin No. 19.
        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 30, 2023 Page 2
cc:       Evan M. D'Amico
FirstName LastName