Additional Information
This document relates to the proposed merger (the Merger) involving FWAC and Mobile Infrastructure Corporation (MIC). On
January 13, 2023, FWAC filed a registration statement on Form S-4 with the Securities and Exchange Commission (the SEC), which, as subsequently amended, the SEC declared effective on
July 11, 2023. FWAC and MIC filed the final joint proxy statement/prospectus of FWAC (the Joint Proxy Statement/Prospectus) in connection with the Merger Agreement with the SEC on July 11, 2023. The Joint Proxy
Statement/Prospectus was sent to the shareholders of FWAC and the stockholders of MIC, in each case seeking any required approvals. Investors and security holders of FWAC and MIC are urged to carefully read the entire Joint Proxy
Statement/Prospectus filed with the SEC because it contains important information about the Merger. The documents filed by FWAC and MIC with the SEC may be obtained free of charge at the SECs website at www.sec.gov. Alternatively, the
documents filed by FWAC can be obtained free of charge from FWAC upon written request to Fifth Wall Acquisition Corp. III, 6060 Center Drive, 10th Floor, Los Angeles, California 90045, and the documents filed by MIC can be obtained free of charge
from MIC upon written request to MIC, 30 W. 4th Street, Cincinnati, Ohio 45202.
Participants in the Solicitation
FWAC, MIC and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies, and in favor of the
approval of the Merger and related matters. Information regarding FWACs and MICs directors and executive officers is contained in the Joint Proxy Statement/Prospectus. Additional information regarding the interests of those
participants and other persons who may be deemed participants in the transaction may be obtained by reading the Joint Proxy Statement/Prospectus and other relevant documents filed with the SEC. Free copies of these documents may be obtained as
described in the preceding paragraph.
No Offer or Solicitation
This document does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Merger. This
document also does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor will there be any sale of any securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to,
FWACs and MICs expectations or predictions of future financial or business performance or conditions, MICs assets or operations, the anticipated benefits of the proposed transactions, including the PIPE Investment, the expected use
of capital following the transaction, MICs ability to accomplish the initiatives outlined above, the expected timing of the closing of the transaction and the expected cash balance of the combined company following the closing. Any
forward-looking statements herein are based solely on the expectations or predictions of MIC or FWAC and do not express the expectations, predictions or opinions of Fifth Wall Asset Management, LLC and Fifth Wall Ventures Management, LLC, their
affiliates and any investment funds, investment vehicles or accounts managed or advised by any of the foregoing (collectively, Fifth Wall) in any way. Forward-looking statements are inherently subject to risks, uncertainties, and
assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be
preceded by, followed by, or include the words believes, estimates, expects, projects, predicts, forecasts, may, will, could,
should, seeks, plans, scheduled, anticipates, potential, intends or continue or similar expressions. Such forward-looking statements involve risks and
uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in the section of the Joint Proxy Statement/Prospectus titled
Risk Factors. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These