Exhibit 3.1
Fifth Wall Acquisition Corp. III
(THE “COMPANY”)
EXTRACT OF THE MINUTES OF AN EXTRAORDINARY GENERAL MEETING OF THE COMPANY HELD ON MAY 17, 2023
The Chairman and Secretary of the Extraordinary General Meeting of the Company held on May 17, 2023 (the “Meeting”), hereby certifies that this is a true extract of the minutes of the Meeting:
1 | Proposal No. 1 - The Extension Proposal |
1.1 | As special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by: |
(a) amending of the first sentence of Article 49.7 by deleting the following:
“In the event that the Company does not consummate a Business Combination within 24 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall”
and replacing it with the following:
“In the event that the Company does not consummate a Business Combination by September 15, 2023, or such later time as the Members may approve in accordance with the Articles, the Company shall”; and
(b) amending Article 49.8(a) by deleting the following:
“to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 24 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles; or”
and replacing it with the following:
“to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination by September 15, 2023, or such later time as the Members may approve in accordance with the Articles; or ”.