| Item 5.03 | Amendments to Articles of Incorporation or Bylaws. |
On May 17, 2023, Fifth Wall Acquisition Corp. III (the “Company”) adopted (i) an amendment to its Amended and Restated Memorandum and Articles of Association (the “Articles”) to change the date by which the Company must consummate a business combination or, if it fails to complete such business combination by such date, cease all operations except for the purpose of winding up and, subject to and in accordance with the Articles, redeem all of the Company’s Class A ordinary shares, par value $0.0001 (“Class A ordinary shares”), sold in the Company’s initial public offering (such shares, the “Public Shares”), from May 27, 2023 to September 15, 2023 (the “Extension Amendment”) and (ii) an amendment to its Articles, to eliminate from the Articles the limitation that the Company shall not redeem the Public Shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment”). The Company’s shareholders approved the Extension Amendment and the Redemption Limitation Amendment at an extraordinary general meeting of shareholders of the Company (the “Extraordinary General Meeting”) on May 17, 2023. The foregoing description of the Extension Amendment and the Redemption Limitation Amendment is qualified in its entirety by the full text of the Amendment to the Articles, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 17, 2023, at the Extraordinary General Meeting, a total of 28,263,421 (or 80.10%) of the Company’s Class A ordinary shares and Class B ordinary shares, par value $0.0001, held of record as of April 24, 2023, the record date for the Extraordinary General Meeting, were present either in person, virtually or by proxy, which constituted a quorum. The Company’s shareholders voted on the following proposals at the Extraordinary General Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below.
Proposal 1 - The Extension Proposal. To approve and adopt the amendment of the Articles to extend the date by which the Company must either (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, or (2) if it fails to complete such business combination by such date, cease all operations except for the purpose of winding up, and subject to and in accordance with the Articles, redeem all of the Public Shares, from May 27, 2023 (which is 24 months from the closing date of the Company’s initial public offering) to September 15, 2023.
| | | | |
| For | | Against | | Abstained |
| 28,034,598 | | 228,823 | | 0 |
Proposal 2 - The Redemption Limitation Amendment Proposal. To approve and adopt the amendment of the Articles to eliminate from the Articles the limitation that the Company shall not redeem Public Shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001.
| | | | |
| For | | Against | | Abstained |
| 28,034,598 | | 228,823 | | 0 |
As there were sufficient votes at the time of the Extraordinary General Meeting to approve each of the Extension Proposal and the Redemption Limitation Amendment Proposal, the “Adjournment Proposal”, as described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 1, 2023 and mailed to shareholders on or about May 3, 2023, was not presented to the Company’s shareholders.
